What are the Risks Associated with Investment Options?

Principal Risks of Investing in the Contract

What are the Risks Related to the Insurance Company?

Short-Term Investment Risk. This Contract is unsuitable as a short-term savings vehicle. It is not designed for short-term investing and may not be appropriate for an investor who needs ready access to cash. The benefits of tax deferral, long-term income, and living benefit protection mean that this Contract is more beneficial to investors with a long investment time horizon.

Fund Option (Sub-Account) Risk. Amounts that you invest in the Fund options (i.e., the Sub-Accounts) are subject to the risk of poor investment performance. Generally, if the Sub-Accounts you select make money, your Contract Value goes up, and if they lose money, your Contract Value goes down. Each Sub-Account's performance depends on the performance of its underlying Fund. Each Fund has its own investment risks, and you are exposed to a Fund's investment risks when you invest in the corresponding Sub-Account. You bear the risk of any decline in the cash value of your Contract resulting from the performance of the Sub-Accounts you have chosen. Even a Sub-Account investing in a money market fund may have negative returns, particularly due to fees and charges deducted at the Sub-Account level. We do not promise that the Funds will meet their investment objectives. You should periodically review your allocations in light of market conditions and overall financial goals.

Withdrawal Risk. You should carefully consider the risks associated with withdrawals under the Contract, including a Surrender and Partial Withdrawals. A Surrender or Partial Withdrawal may be subject to substantial Surrender Charges. A Surrender or Partial Withdrawal may be subject to federal and state taxes, including an additional 10% federal income tax on the taxable portion of the withdrawal, if taken prior to age 59¹​/₂. You should consider that a Surrender terminates the Contract. You should also consider the impact that a Partial Withdrawal may have on the standard and Optional Benefits under your Contract. Partial Withdrawals will reduce the value of the standard Death Benefit on a dollar-for-dollar basis. In addition, Partial Withdrawals may reduce the value of an optional living or Death Benefit that you have elected on a dollar-for-dollar basis or proportionate basis, and could result in the termination of the benefit. If a benefit is reduced

on a proportionate basis, the reduction could be greater than the amount withdrawn and could result in termination of the benefit. If you have amounts invested in the Fixed Account or the Multi-Year Guaranteed Accounts and need ready access to cash, you should consider that we may defer payment of any amounts withdrawn from those investment options for up to six months from the date of the withdrawal request. You cannot make withdrawals from the Contract after it has been annuitized unless your Annuity Payout Option provides otherwise (in the form of Commuted Value).

Managed Volatility Fund Risk. As described in more detail in the Fund prospectuses, certain Funds (including Funds that are affiliated with us) employ a managed volatility strategy that is intended to reduce the Fund's overall volatility and downside risk. A Fund's managed volatility strategy can negatively impact the value of your Contract and its benefits. During rising markets, the hedging strategies employed to manage volatility could result in your Contract Value rising less than would have been the case if you had been invested in a Fund without a managed volatility strategy. In addition, the cost of these hedging strategies may negatively impact performance. Funds that employ a managed volatility strategy are identified in "Appendix B — Investment Options Available Under the Contract."

Fixed Account Interest Rate Risk. We guarantee that we will credit interest to amounts you allocate to the Fixed Account, a Multi-Year Guaranteed Account, or the DCA Plus Fixed Account. Subject to any minimum guaranteed interest rates, we determine interest rates in our sole discretion. You assume the risk that the interest rate will not exceed the minimum guaranteed interest rate.

Transfer Risk. You are allowed to make only one transfer between the Sub-Accounts per day, and you are allowed to only make 12 transfers between the Sub-Accounts by internet or telephone per year before we require you to submit additional transfer requests in writing through U.S. Mail or overnight delivery service. In addition, the Contract's restrictions on the maximum amount that may be transferred annually from the Fixed Account, and when amounts may be transferred to the Fixed Account, may restrict your ability to perform transfers involving the Fixed Account. You should also consider that amounts cannot be transferred from a Multi-Year Guaranteed Account until the end of its current duration. Any transfer restrictions under the Contract that are applicable to you may limit your ability to readily change how your Contract Value is invested in response to changing market conditions or changes in your personal circumstances.

Asset Allocation Model Risk. You may choose to participate in the static asset allocation models that are available under the Contract. Participating in an asset allocation model does not guarantee that your Contract Value will increase. Nor will it protect against a decline in Contract Value in down markets. If you choose to participate in an asset allocation model, you are responsible for determining which model (if any) is best for you.

Financial Strength and Claims-Paying Ability Risk. All guarantees under the Contract that are paid from our General Account are subject to our financial strength and claims-paying capabilities. If we experience financial distress, we may not be able to meet our obligations to you.

You decide to enroll in our InvestEase program by investing $100 monthly from either your checking or savings account into your variable annuity on the first business day of each month. Every month your bank will electronically transfer $100 to us to invest in your variable annuity according to the allocation instructions you provided us. Using InvestEase will allow you the opportunity to take advantage of market fluctuations and over time, benefit from a lower average cost, similar to Dollar Cost Averaging (see Dollar Cost Averaging example on page 27). It also allows you the convenience of automatically investing without writing and mailing in checks.

Your ability to elect or switch into and between asset allocation models may be restricted based on Fund abusive trading restrictions.

Your investments in an asset allocation model will be rebalanced at least quarterly to reflect the model's original percentages and you may cancel your model at any time.

We have no discretionary authority or control over your investment decisions. These asset allocation models are based on then available Funds and do not include the Fixed Account or the Multi-Year Guaranteed Accounts. We may make available educational information and materials (e.g., risk tolerance questionnaire, pie charts, graphs, or case studies) that can help you select an asset allocation model, but we do not recommend asset allocation models or otherwise provide advice as to what asset allocation model may be appropriate for you.

While we will not alter allocation percentages used in any asset allocation model, allocation weightings could be affected by mergers, liquidations, fund substitutions or closures. Availability of these models is subject to Fund company restrictions. Please refer to "What Restrictions Are There on your Ability to Make a Sub-Account Transfer?" below for more information.

You will not be provided with information regarding periodic updates to the Funds and allocation percentages in the asset allocation models, and we will not reallocate your Contract Value based on those updates. Information on updated asset allocation models may be obtained by contacting your Financial Intermediary. If you wish to update your asset allocation model, you may do so by terminating your existing model and re-enrolling into a new one. Investment alternatives other than these asset allocation models are available that may enable you to invest your Contract Value with similar risk and return characteristics. When considering an asset allocation model for your individual situation, you should consider your other assets, income and investments in addition to this annuity.

Asset allocation does not guarantee that your Contract Value will increase, nor will it protect against a decline if market prices fall. If you choose to participate in an asset allocation program, you are responsible for determining which asset allocation model is best for you. Market, asset class or allocation option performance may differ in the future from historical performance and from the assumptions upon which the asset allocation model is based, which could cause an asset allocation model to be ineffective or less effective in reducing volatility. An asset allocation model may perform better or worse than any single Fund, allocation option or any other combination of Funds or allocation options. In addition, the timing of your investment and automatic rebalancing may affect performance. Rebalancing and periodic updating of asset allocation models can cause their component Funds to incur transactional expenses to raise cash for money flowing out of Funds or to buy securities with money flowing into the Funds. Moreover, large outflows of money from the Funds may increase the expenses attributable to the assets remaining in the Funds. These expenses can adversely affect the performance of the relevant Funds and of the asset allocation models. In addition, these inflows and outflows may cause a Fund to hold a large portion of its assets in cash, which could detract from the achievement of the Fund's investment objective, particularly in periods of rising market prices. For additional information regarding the risks of investing in a particular Fund, see that Fund's prospectus.

Additional considerations apply for qualified Contracts with respect to static asset allocation model Programs. Neither we, nor any third- party service provider, nor any of their respective affiliates, is acting as a fiduciary under The Employment Retirement Income Security Act of 1974, as amended (ERISA) or the Code, in providing any information or other communication contemplated by any Program, including, without limitation, any asset allocation models. That information and communications are not intended and may not serve as a primary basis for your investment decisions with respect to your participation in a Program. Before choosing to participate in a Program, you must determine that you are capable of exercising control and management of the assets of the plan and of making an independent and informed decision concerning your participation in the Program. Also, you are solely responsible for determining whether and to what extent the Program is appropriate for you and the assets contained in the qualified Contract. Qualified Contracts are subject to additional rules regarding participation in these Programs. It is your responsibility to ensure compliance of any recommendation in connection with any asset allocation model with governing plan documents.

Example

You have decided you want to invest in a static asset allocation model on a quarterly basis. You decide you're going to invest $300 a quarter into the model through InvestEase on the first business day of each quarter. The model you have chosen is one based on growth and your model is as follows:

At the end of the first quarter, the values of each of these funds represent the following percentages:

Because the percentages are no longer in alignment with the model's percentages, we will automatically transfer some of your funds in QRS VT Equity Income Fund, LMN Total Return Bond Fund, and HGI Bond Portfolio, which have all increased, to ABC VP Growth Fund and XYZ Growth Series, which have both decreased during the quarter, so the percentages allocated to each of those five funds will now equal the original model:

Asset Rebalancing

In asset rebalancing, you select a portfolio of Funds, and we will rebalance your assets at the specified frequency to reflect the original allocation percentages you selected (choice of frequency may be limited when certain Optional Benefits are elected). You can also combine this Program with others such as the Systematic Withdrawal Program, InvestEase and DCA Programs (subject to restrictions). You may designate only one set of asset allocation instructions at a time.

Example

As the Owner of a class B share Contract, you have decided you want to invest in asset rebalancing on a quarterly basis. You decide you're going to invest $150 a month into six funds you selected through Dollar Cost Averaging from the Fixed Account on the first business day of each month. The funds you have chosen to rebalance are as follows:

At the end of the first month, the values of each of these funds represent the following percentages:

Because the percentages are no longer in alignment with the percentages of the six funds you selected at the beginning of the program, we will automatically transfer some of your funds in TUV VIP Growth Fund and JKL International Growth Portfolio, which have both increased, to DEF Managed Risk Portfolio, ABC U.S. Large Value Portfolio, OPQ Mid Cap Value Fund, and UVW Foreign VIT Fund, which have all decreased during the month, so the percentages allocated to each of those six funds will now equal the original percentages you selected.

Dollar Cost Averaging Programs

Dollar Cost Averaging is a program that allows you to systematically make transfers into Funds over a period of time. Since the transfer into Funds occurs at regularly scheduled intervals, regardless of price fluctuations, you may ultimately have an average cost per share that is lower. We offer three Dollar Cost Averaging Programs:

•  DCA Plus

•  Fixed Amount DCA

•  Earnings/Interest DCA

You may elect either the "12-Month Transfer Program" or the "6-Month Transfer Program".

•  Under the 12-Month Transfer Program, new Premium Payments will be credited with an interest rate that will not change for twelve months. You must transfer these investments into available Funds (and not the Fixed Account or the Multi-Year Guaranteed Accounts) during this twelve month period. Unless otherwise depleted, all then remaining Program investments are transferred to the designated destination Funds or other instructions will be sought from you. Transfers out will occur monthly.

•  Under the 6-Month Transfer Program, new Premium Payments will be credited with an interest rate that will not change for six months. You must transfer these investments into available Funds (and not the Fixed Account or the Multi-Year Guaranteed Accounts) during this six month period. Unless otherwise depleted, all then remaining Program investments are transferred to the designated destination Funds or other instructions will be sought from you. Transfers out will occur monthly.

•  Each time you make a subsequent Premium Payment, you can invest in a different rate lock program. Any subsequent investments made are considered a separate rate lock Program investment. You can invest in up to five different rate lock Programs at one time.

•  You must invest at least $5,000 in each rate lock program ($2,000 for IRAs). We will pre-authorize Program investment transfers subject to restrictions.

•  Pre-authorized transfers will begin within fifteen days of receipt of the Program payment provided we receive complete enrollment instructions In Good Order.

•  If a DCA Plus Fixed Account payment is received without enrollment instructions and a DCA Plus Fixed Account is active on the Contract, we will set up the new Program to mirror the existing one. If a DCA Plus Fixed Account payment is received without enrollment instructions and a DCA Plus Fixed Account is not active on the Contract, but if the future investment allocation and a static asset allocation model is active on the Contract, we will set up the new Program to move Funds to the static asset allocation model. Otherwise, we will contact your Financial Intermediary to obtain complete instructions. If we do not receive In Good Order enrollment instructions we will refund the payment for further instruction.

•  If your Program payment is less than the required minimum to commence the Program, we will invest into the destination Funds indicated on the Program instructions accompanying the payment. If Program instructions were not provided and a DCA Plus Fixed

Account is active on the Contract, we will apply the payment to the destination Funds of the current DCA Plus Fixed Account. Otherwise, we will contact your Financial Intermediary to obtain further investment instructions.

•  The interest credited under the DCA Plus Fixed Account is not earned on the full amount of your Premium Payment for the entire length of the Program. Program transfers to Sub-Accounts decrease the amount of your Premium Payment remaining in the Program.

•  You may elect to terminate your involvement in this Program at any time. Upon cancellation, all the amounts remaining in the Program will be immediately transferred to the Funds you designated.

Fixed Amount DCA — This feature allows you to regularly transfer (monthly or quarterly) a fixed amount from the Fixed Account (for class B shares) or any Fund(s) into different Fund(s). This program begins fifteen days following our receipt of your instructions to enroll in the feature unless you instruct us otherwise. You must make at least three transfers in order to remain in this Program.

Earnings/Interest DCA — This feature allows you to regularly transfer (monthly or quarterly) the earnings (i.e., any gains over the previous month's or quarter's value) from your investment in the Fixed Account (not available if the C share class Contract was selected) or any Fund(s) into other Fund(s). This program begins two business days following our receipt of your instructions to enroll in the feature plus the frequency selected unless you instruct us otherwise. You must make at least three transfers in order to remain in this Program.

Example

You decide you're going to enroll in Dollar Cost Averaging and transfer $100 monthly from Sub-Account A in your variable annuity to Sub-Account F on the first business day of each month. Every month, your $100 will purchase $100 worth of Accumulation Units of Sub-account F based on that day's Accumulation Unit Value for Sub-Account F.

The table below shows your $100 transfer amounts to Sub-Account F over ten months. Throughout these ten months, you transferred a total of $1,000.

Your average Accumulation Unit Value is $10.49 (add each Sub-Account F Accumulation Unit Value together and divide by 10), but your average cost is lower at $10.34 ($1,000 total transfers divided by 96.69 total units). Dollar Cost Averaging allowed you to take advantage to the fluctuations in the market as Sub-Account F increased and decreased in value without investing all your money at once and risk investing on a day where Sub-Account F experienced its highest value.

What programs are available for withdrawals?

Systematic Withdrawal Program

10. Death Benefits

a. Standard Death Benefit

What is the Death Benefit and how is it calculated?

The calculated Death Benefit will remain invested according to the Owner's last instructions until we receive complete written settlement instructions from the Beneficiary but in no event sooner than the day following the day on which we receive due proof of death. This means the Death Benefit amount will fluctuate with the performance of the Account. When there is more than one Beneficiary, we will calculate the Accumulation Units for each Sub-Account and the dollar amount for the Fixed Account and the Multi-Year Guaranteed Accounts for each Beneficiary's portion of the proceeds.

Partial Withdrawals under the Contract will reduce the standard Death Benefit on a dollar-for-dollar basis.

Please see the heading entitled "What kinds of full Surrenders and Partial Withdrawals are available? — Before the Annuity Commencement Date" in Section 8.c. Surrenders and Partial Withdrawals.

b. Earnings Protection Death Benefit (Optional Death Benefit)

Objective

To provide a Death Benefit equal to Contract Value plus 35% of Contract Growth (if any) that we will pay if any Owner, or Annuitant in the case of a non-natural Owner, dies before we begin to make Annuity Payouts.

If there is no or negative growth, the Earnings Protection Death Benefit provides no benefit and the standard Death Benefit will apply.

When can you buy this rider?

You may elect this rider at any time. Non-natural Owners cannot elect this rider after the Contract issue date.

If you elect this rider other than at Contract issuance, rider benefits will be calculated from the rider effective date, not the Contract issue date. The starting values for determining your Death Benefit will be your Contract Value as of the rider effective date plus subsequent Premium Payments received after the rider effective date, and not your initial Premium Payment or any other prior values.

This rider may not be available through all broker-dealers and may be subject to additional restrictions set by your broker-dealer or us. We reserve the right to withdraw this rider for the sale of new Contracts at any time without notice. The maximum age of any Owner, or Annuitant in the case of a non-natural Owner, when electing this rider is 80.

Does electing this rider forfeit your ability to buy other riders?

No.

How is the charge for this rider calculated?

The fee for the rider is based on the Earnings Protection Death Benefit Value and is assessed on each Quarterly Contract Anniversary. This charge will automatically be deducted from your Contract Value on your Quarterly Contract Anniversary. A pro-rated charge will be deducted in the event of a full Surrender of this Contract, revocation of this rider; or election of this rider other than on the Contract Anniversary. The charge for the rider will be withdrawn from each Sub-Account in the same proportion that the value of each Sub-Account bears to the total Contract Value, excluding the Fixed Account and the Multi-Year Guaranteed Accounts. Except as otherwise provided below, we will continue to deduct this charge until we begin to make Annuity Payouts.

The rider fee may be increased or decreased at each Contract Anniversary up to the maximum described in the Fee Table.

Is this rider designed to pay you Death Benefits?

Yes. This Death Benefit is equal to the higher of A or B:

A = Contract Value; or

B = The Earnings Protection Death Benefit value.

The Earnings Protection Death Benefit value is calculated by multiplying the Contract Growth by the Earnings Protection Factor and adding that amount to the Contract Value. The Earnings Protection Factor is 35%. The Earnings Protection Factor will not change for your Contract. We may change the Earnings Protection Factor for newly issued contracts.

Please refer to the Earnings Protection Death Benefit Example Footnote 2 in Appendix A for an illustration of the Earnings Protection Death Benefit.

Contract Growth is calculated by subtracting the Cumulative Adjusted Premium from the Contract Value, subject to a floor of zero. If there is no growth, the Earnings Protection Death Benefit provides no benefit and the standard Death Benefit will apply.

The Cumulative Adjusted Premium is equal to either your initial Premium Payment if you elect this rider at the time you purchase this contract, or your Contract Value on the day you add this rider to your contract after purchase. This amount is then increased by the amount of subsequent Premium Payments and reduced by the dollar amount of withdrawals in excess of Contract Growth.

Please refer to the Earnings Protection Death Benefit Example Footnote 5 in Appendix A for an illustration on the effects of subsequent Premium Payments.

The Death Benefit before the Annuity Commencement Date is limited to the Contract Value at the time we receive due proof of death, plus $1 million.

Please refer to the Earnings Protection Death Benefit Example in Appendix A for an illustration of the Death Benefit.

Does this rider replace the standard Death Benefit?

Yes, unless if there is no or negative growth, then the Earnings Protection Death Benefit provides no benefit and the standard Death Benefit will apply.

Can you terminate this rider?

Yes. You may terminate this rider on or after the first anniversary of the rider effective date if the rider charge at that time is greater than the rider charge on the rider effective date. If this rider is terminated, then a pro-rated rider charge will be assessed on the termination date, and will not be assessed thereafter. The Death Benefit will be reset to the standard Death Benefit. No optional Death Benefit may be elected following the termination. Please also see "Other Information" at the end of this section for other ways the rider may terminate.

A company-sponsored exchange of this rider will not be considered to be a termination by you of the rider. This rider will also terminate when a Death Benefit becomes payable on this Contract.

What effect do Partial Withdrawals have on your benefits under the rider?

Partial Withdrawals reduce your Contract Growth on a dollar-for-dollar basis, if any, thereby reducing the Earnings Protection Death Benefit.

Please refer to the Earnings Protection Death Benefit Example Footnotes 4 and 6 in Appendix A for illustrations on the effects of Partial Withdrawals.

What happens if you change ownership?

An ownership change will terminate this rider and the Death Benefit will be reset to the standard Death Benefit. A final pro-rated rider charge will be assessed on the termination date, and then will no longer be assessed. If the ownership change is a result of Spousal Contract continuation, the Contract Value will be reset to equal the Death Benefit payable on the deceased Spouse's death and the surviving Spouse who continues the Contract may choose to elect any optional Death Benefit rider then available. Please see "Can your Spouse continue your Death Benefit?" below for additional information.

Ownership changes may be taxable to you. We recommend that you consult with a tax adviser before making any ownership changes.

Can your Spouse continue your Death Benefit?

Generally, yes. This rider terminates upon the death of the Owner. The Spouse may continue the Contract under the "Spouse Beneficiary" provision of the Contract, whereby the Contract Owner's Spouse will become the Contract Owner if the Spouse was named as Beneficiary. The Spouse may either choose to continue the Contract or may elect to be paid a Death Benefit option, if eligible. If the Spouse chooses to continue the Contract, we will increase the Contract Value to the Death Benefit value as of the Valuation Day we receive due proof of death according to the future contribution allocation then in effect. The surviving Spouse becomes the new Owner on the effective Valuation Day of the Spousal Contract continuation. This right may be exercised only once during the term of the Contract. The surviving Spouse may re-elect this rider, subject to the election rules that are then in place.

What happens if you annuitize your Contract?

This rider terminates once an Annuity Payout is elected. This means the Death Benefit terminates at that time without value. If you elect to annuitize your Contract prior to reaching the Annuity Commencement Date, you may only annuitize your Contract Value. If your Contract reaches the Annuity Commencement Date, the Contract will automatically be annuitized unless we agree to extend the Annuity Commencement Date, at our discretion. In this circumstance, the Contract may be annuitized under our standard annuitization rules.

Are there restrictions on how you must invest?

No.

Are there restrictions on the amount of subsequent Premium Payments?

Yes. We reserve the right to require our approval on all subsequent Premium Payments received after the Contract Anniversary following the rider effective date. We do not currently enforce the right to approve subsequent Premium Payments, except where a subsequent

Premium Payment would result in your total Premium Payments equaling or exceeding $1 million. In the future, we may expand the circumstances under which we require prior approval of subsequent Premium Payments. There are a variety of factors that could influence our decision to prohibit or restrict subsequent Premium Payments, for example, we could do so in the event of a market disturbance or to help protect our ability to provide the guarantees under these riders in the future. We also prohibit subsequent Premium Payments if your Contract Value falls below Minimum Contract Value. Any action we take with respect to subsequent Premium Payment restriction or approval will be done on a non-discriminatory basis. Following your Annuity Commencement Date, we will no longer accept subsequent Premium Payments. A limitation on subsequent Premium Payments means that you would not be able to increase your Death Benefits by making additional deposits into the Contract.

The rider may not be appropriate for all investors. Several factors, among others, should be considered:

•  If you are electing this rider after your Contract has been issued, the starting values for the benefit will be the Contract Value on the rider effective date and not your initial Premium Payment or any other prior values.

•  The benefits under the rider cannot be directly or indirectly assigned, collateralized, pledged or securitized in any way. Any such actions will invalidate the rider and allow us to terminate the rider.

•  We may terminate this rider based upon the following conditions: Spousal Contract continuation, ownership changes, and/or annuitization. If we terminate the rider, it cannot be re-elected by you.

•  Partial Withdrawals will trigger a dollar-for-dollar reduction to your Contract Growth. This will reduce the Earnings Protection Death Benefit.

•  The fee for the rider may change at every Contract Anniversary. Please carefully review the maximum fee disclosed in Section 4. Fee Summary.

•  If this Contract is issued as an IRA or as part of any other tax-qualified retirement arrangement, the Required Minimum Distribution that must be taken with respect to this Contract may be higher if the rider is added to the Contract.

•  Any payment obligation we make under the Contract, including Death Benefits payments, is subject to our financial strength and claims-paying ability and our long-term ability to make such payments.

c. How is the Death Benefit Paid?

Distribution of the Death Benefit must satisfy the applicable after-death distribution rules under the Internal Revenue Code. These rules differ depending on whether the Contract is a qualified Contract or a non-qualified Contract. The after-death distribution rules that apply to qualified Contracts have recently changed and are described in more detail in the section in this prospectus on Information Regarding IRAs. The Death Benefit may be taken in one lump sum or, if permitted by the Internal Revenue Code, under any of the Annuity Payout Options then being offered by us, unless the Owner has designated the manner in which the Beneficiary will receive the Death Benefit. We will calculate the Death Benefit as of the date we receive a certified death certificate or other legal documents acceptable to us. The Death Benefit amount remains invested according to the last instructions on file and is subject to market fluctuation until complete settlement instructions are received from each Beneficiary. On the date we receive complete instructions from the Beneficiary, we will compute the Death Benefit amount to be paid out or applied to a selected Annuity Payout Option. When there is more than one Beneficiary, we will calculate the Death Benefit amount for each Beneficiary's portion of the proceeds and then pay it out or apply it to a selected Annuity Payout Option according to each Beneficiary's instructions. If we receive the complete instructions on a Non-Valuation Day, computations will take place on the next Valuation Day.

The Beneficiary may elect to leave proceeds from the Death Benefit invested with us for up to five years (10 years in the case of certain Beneficiaries of a qualified Contract) from the date of death of the Owner if death occurred before the Annuity Commencement Date. Once we receive a certified death certificate or other legal documents acceptable to us, the Beneficiary can: (a) make Sub-Account transfers (subject to applicable restrictions) and (b) take Partial Withdrawals without paying CDSCs, if any. We shall endeavor to fully discharge the last instructions from the Owner wherever possible or practical.

Certain eligible Beneficiaries of non-qualified Contracts or IRAs may also elect an Annuity Payout Option that allows the Beneficiary to take the Death Benefit in a series of payments spread over a period equal to the Beneficiary's remaining life expectancy. Distributions are calculated based on IRS life expectancy tables. This option is subject to different limitations and conditions depending on whether the Contract is non-qualified or an IRA.

If the Owner dies on or after the Annuity Commencement Date under an Annuity Payout Option that permits the Beneficiary to elect to continue Annuity Payouts or receive the Commuted Value, any remaining value must generally be distributed at least as rapidly as under

If the Owner is not an individual (e.g., a trust), then the original Annuitant will be treated as the Owner in the situations described above.

d. Who Will Receive the Death Benefit?

The distribution of the Death Benefit applies only when death is before the Annuity Commencement Date.

If death occurs on or after the Annuity Commencement Date, there may be no payout at death unless the Owner has elected an Annuity Payout Option that permits the Beneficiary to elect to continue Annuity Payouts or receive any remaining value such as a cash refund.

If death occurs before the Annuity Commencement Date:

If death occurs on or after the Annuity Commencement Date:

These are the most common scenarios. Some of the Annuity Payout Options may not result in a payout at death.

In the event that the Owner is a non-natural person, the death of the Annuitant will be treated as the death of the Owner.

11. Optional Withdrawal Benefit

a. Lifetime Spending Account (This rider is not available for election on or after May 1, 2017.)

Objective

The objective of the Lifetime Spending Account is to provide a structured payout with integrated longevity insurance in the form of Lifetime Annual Payments that will fluctuate based on the performance of your Contract Value and be increased for Deferral Bonuses.

Before electing the Lifetime Spending Account, you should carefully consider and discuss with your Financial Intermediary. Lifetime Annual Payments are not guaranteed until the relevant Covered Life attains age 59¹​/₂ and Lifetime Annual Payments are only available after annuitization provided the Contract Owner elects the Variable Dollar Amount Annuity Payout. Please review these conditions carefully.

Please consider the following prior to electing the rider:

•  The amount of your Lifetime Annual Payment is not guaranteed and will fluctuate based on Contract Value performance, subject to the Smoothing feature. The Smoothing feature limits the increase or decrease of the Lifetime Annual Payment to 10% from one year to the next. The Smoothing feature does not limit gain or loss of your Contract Value; it only applies to Lifetime Annual Payments. The Smoothing feature has no impact on benefits under the Contract until Lifetime Annual Payments commence. Please refer to the "Will the amount of my withdrawal benefit fluctuate?" section of this prospectus for additional information.

•  Excess Withdrawals will reduce the rider's benefit, as described below.

How does the rider help achieve this goal?

The rider provides an opportunity to receive withdrawals in the form of Lifetime Annual Payments until the death of the Covered Life (Single Life Option) or the Covered Life that is second to die (Joint/Spousal Option). This rider also provides a 6% annual Deferral Bonus. After annuitization, Lifetime Annual Payments continue provided the Variable Dollar Amount Annuity Payout annuitization option is elected. The Variable Dollar Amount Annuity Payout is not the default annuitization option and must be elected. Please refer to Option 7 in Section 8.d. Annuity Payouts for additional information on Variable Dollar Amount Annuity Payouts.

When can you buy this rider?

This rider is not available for election on or after May 1, 2017.

If you elect this rider other than at Contract issuance, rider benefits will be calculated from the rider effective date not the Contract issue date. The starting values for determining your Withdrawal Base and Deferral Bonus Base will be your Contract Value as of the rider effective date, not your initial Premium Payment or any other prior values.

This rider may not be available in all states or through all broker-dealers and may be subject to additional restrictions set by your broker-dealer or by us. We reserve the right to withdraw this rider at any time without notice. The maximum age of any Covered Life when electing this rider is 85.

We look at the age of Contract parties (e.g., Owner, joint Owners, Spouses, Annuitant and/or Beneficiary) when setting rider benefits (such living persons are called a Covered Life and the specific person whose life and age is used to set benefits is called the relevant Covered Life). For instance, when setting your Lifetime Withdrawal Percentage, the oldest Owner, or Annuitant in the case of a non-natural Owner, is the relevant Covered Life when selecting the Single Life Option and the younger Covered Life is the relevant Covered Life when selecting the Joint/Spousal Option. We reserve the right to impose designation restrictions such as making sure that your Spouse is a joint Owner when selecting the Joint/Spousal Option.

Does buying this rider forfeit your ability to buy other riders?

No.

How is the charge for this rider calculated?

The rider has a current charge and maximum rider charge, and both are based on your Contract Value. We will deduct the rider charge on each Quarterly Contract Anniversary on a pro-rated basis from each Sub-Account.

We may increase or decrease the rider charge on a prospective basis on each Contract Anniversary up to the maximum described in the Fee Table. We will not increase the rider charge by more than 0.25% during any Contract Year. We will provide advance notice of changes to your rider charge. You may decline a rider charge change in which event your Lifetime Withdrawal Percentage will be reduced by 1%. For example, if your Lifetime Withdrawal Percentage would be 5%, but you declined a rider fee increase at some point, your Lifetime Withdrawal Percentage will be 4%. This declination is irrevocable, and no future Lifetime Spending Account rider fee changes will apply to you. The Rider Charge may also increase if you elect this rider following Spousal Contract continuation, but only if the Single Life option was elected and the rider terminated upon the death of your Spouse.

If the rider is terminated, or if there is a full Surrender from your Contract, then we will deduct a pro-rated share of the rider charge from your Contract Value based on your Contract Value immediately prior to such termination or full Surrender.

Does your benefit base change under this rider?

Yes, this rider provides an opportunity to take a maximum withdrawal each year in the form of a Lifetime Annual Payment. We calculate your Lifetime Annual Payments by multiplying your Lifetime Withdrawal Percentage by your Withdrawal Base. The Withdrawal Base will fluctuate as described below.

•  Withdrawal Base

The Withdrawal Base is used to calculate your Lifetime Annual Payment under the Lifetime Spending Account. With the Lifetime Spending Account you receive a 6% Deferral Bonus every year until you make a withdrawal.

If you elect this rider at the time you purchase your Contract, your initial Withdrawal Base is equal to your initial Premium Payment (without deduction of sales charges, if any). Your Withdrawal Base may fluctuate based on Contract Value performance, Deferral Bonuses, subsequent Premium Payments, or Excess Withdrawals.

If you are electing this rider after your Contract has been issued, the initial Withdrawal Base will be based on the Contract Value on the date the rider is effective. This may be less than your initial Premium Payment or Contract Value on any day prior to your rider effective date.

Your Withdrawal Base may be reset each Valuation Day following the effective date of the rider until the Annuity Commencement Date. Effectively, the Withdrawal Base will increase when your Contract Value performs at a rate greater than 4% annually and will decrease

when your Contract Value performs at a rate less than 4% annually. The calculation for the reset is equal to (A) times (B) divided by (C) where:

A = Your Withdrawal Base as of the prior Valuation Day adjusted to include the current Valuation Day Premium Payment and Partial Withdrawals.

B = 1 + Cumulative Net Investment Return

C = 1 + Modal Assumed Investment Return

Cumulative Net Investment Return is the cumulative change in Contract Value since the last Assumed Investment Return Adjustment. Prior to the first Assumed Investment Return Adjustment, the cumulative changes in Contract Value will be measured since the effective date of the Lifetime Spending Account rider.

Because we apply the 4% annual Assumed Investment Return daily, we convert the 4% to a daily rate which is your Modal Assumed Investment Return. The Assumed Investment Return will not change for your Contract. We may change the Assumed Investment Return for newly issued contracts.

When the Valuation Day occurs on a Contract Anniversary, the reset is equal to (A) times (B) divided by (C), as defined above, plus any applicable Deferral Bonus.

Please refer to the Lifetime Spending Account Example Footnotes 2, 3, and 4 in Appendix A for an illustration of ways your Withdrawal Base may reset based on Contract Value performance and a Deferral Bonus.

Subsequent Premium Payments increase your Withdrawal Base and Contract Value by the dollar amount of that Premium Payment. Please refer to the Lifetime Spending Account Example Footnote 9 in Appendix A for illustrations on the effects of subsequent Premium Payments.

Partial Withdrawals reduce your Withdrawal Base in different ways depending on whether they are Excess Withdrawals or not:

•  Partial Withdrawals that are not Excess Withdrawals will not reduce the Withdrawal Base.

•  Excess Withdrawals will reduce the Withdrawal Base on a proportionate basis. If your Contract Value is less than your Withdrawal Base, reductions on a proportionate basis will be greater than if done on a dollar-for-dollar basis.

•  Any Partial Withdrawal taken before age 59¹​/₂ is an Excess Withdrawal.

Your Withdrawal Base can never be less than $0.

Partial Withdrawals taken during any Contract Year that cumulatively exceed the Free Withdrawal Amount, but do not exceed Lifetime Annual Payments will be free of any applicable CDSC.

Please refer to the Lifetime Spending Account Example Footnotes 5 and 8 in Appendix A for illustrations of withdrawals.

Deferral Bonus Base

The Deferral Bonus Base is used to calculate your Deferral Bonus. It is similar to the Withdrawal Base, except it does not increase by the amount of Deferral Bonuses.

The Deferral Bonus for the Lifetime Spending Account is 6%. The Deferral Bonus will be calculated as a percentage of the Deferral Bonus Base during an effective Deferral Bonus Period.

The Deferral Bonus Period will cease upon the earlier of the 100th Contract Anniversary following the rider effective date, Annuity Commencement Date, or when you take your first Partial Withdrawal.

If you elect this rider at the time you purchase your Contract, your initial Deferral Bonus Base is equal to your initial Premium Payment (without deduction of sales charges, if any). Your Deferral Bonus Base may fluctuate based on Contract Value performance or subsequent Premium Payments.

If you elect this rider after your Contract has been issued, your initial Deferral Bonus Base will be based on the Contract Value on the date the rider is effective. This may be less than your initial Premium Payment or Contract Value on any day prior to your rider effective date.

Your Deferral Bonus Base may be reset each Valuation Day following the effective date of the rider until the Annuity Commencement Date. The reset is identical to the daily reset of the Withdrawal Base as described previously. Effectively, the Deferral Bonus Base will

increase when your Contract Value performs at a rate greater than 4% annually and will decrease when your Contract Value performs at less than 4% annually. The calculation for the Deferral Bonus Base reset is equal to the sum of (A) times (B) divided by (C) where:

A = Your Deferral Bonus Base as of the prior Valuation Day adjusted to include the current Valuation Day Premium Payment and Partial Withdrawals.

B = 1 + Cumulative Net Investment Return

C = 1 + Modal Assumed Investment Return

Please refer to the Lifetime Spending Account Example Footnotes 2 and 3 in Appendix A for illustrations of ways your Deferral Bonus Base may reset.

During the Deferral Bonus Period, subsequent Premium Payments will increase your Deferral Bonus Base by the dollar amount of the Premium Payment. Your Deferral Bonus Base can never be less than $0.

Please refer to the sections entitled "What happens if you change ownership?" and "Can your Spouse continue your Lifetime Withdrawal Benefit?" for a discussion regarding how your Deferral Bonus Base can be recalculated following a Covered Life change.

Is this rider designed to pay you withdrawal benefits for your lifetime?

Yes. However, withdrawals taken prior to the Minimum Income Age (59¹​/₂) are not guaranteed to be available throughout your lifetime. Such withdrawals will reduce the Withdrawal Base otherwise available to establish lifetime benefits. Please refer to the "Will the amount of my withdrawal benefit fluctuate?" section below for more information.

After the relevant Covered Life attains the Minimum Income Age (59¹​/₂), should your Contract Value go below the Minimum Contract Value then in effect, Lifetime Annual Payments will continue as described in this section under "What effect do Partial Withdrawals or full Surrenders have on your benefits under this rider?" Prior to the relevant Covered Life attaining the Minimum Income Age (59¹​/₂), should your Contract Value fall below the Minimum Contract Value then in effect, your Lifetime Annual Payments will be zero until the relevant Covered Life attains the Minimum Income Age. Once your Contract Value is reduced below the Minimum Contract Value, any Partial Withdrawals greater than your Lifetime Annual Payments will terminate your rider and result in the contract being liquidated.

Lifetime Annual Payments are calculated by multiplying your Withdrawal Base by the applicable Lifetime Withdrawal Percentage subject to the Smoothing feature. The Lifetime Withdrawal Percentage varies based on the age of the relevant Covered Life and whether or not you've taken your first Partial Withdrawal.

Prior to your first Partial Withdrawal, your Lifetime Annual Payment is set on each Valuation Day and is equal to your applicable Lifetime Withdrawal Percentage multiplied by your then current Withdrawal Base. Thereafter, your Lifetime Annual Payment may reset on any of the following events:

a)  Contract Anniversary;

b)  A subsequent Premium Payment;

c)  An Excess Withdrawal; or

d)  A change of Owner, because of Spousal Contract continuation.

Subsequent Premium Payments will immediately increase your Lifetime Annual Payments and Contract Value. Subsequent Premium Payments will not be subject to the Smoothing Feature, if and until, a Contract Anniversary.

The applicable Lifetime Withdrawal Percentages are as follows:

Withdrawals taken prior to age 59¹​/₂ may be subject to an additional 10% tax if not taken as part of a substantially equal periodic payment. In order to qualify for the exception to the additional 10% tax, a series of substantially equal periodic payments must last until the later of 5 years from the date of the first payment or the date you turn 59¹​/₂. Any modification during this time may result in retroactive taxes. You should discuss any withdrawals prior to age 59¹​/₂ with your tax adviser.

•  The Lifetime Withdrawal Percentage will be based on the age of the relevant Covered Life at the time of the first Partial Withdrawal. If a Partial Withdrawal HAS NOT been taken, your new Lifetime Withdrawal Percentage will be effective on the last birthday that brought the relevant Covered Life into a new Lifetime Withdrawal Percentage age band; or

•  If a Partial Withdrawal HAS been taken, the Lifetime Withdrawal Percentage will be locked at the time of the Partial Withdrawal.

Will the amount of my withdrawal benefit fluctuate?

Yes, your Lifetime Annual Payment will fluctuate based on the performance of the Contract Value compared to the 4% Assumed Investment Return. The greater the positive or negative difference between the Contract Value performance and the 4% Assumed Investment Return, the greater the increase or decrease in the Lifetime Annual Payment, subject to the Smoothing feature.

The Smoothing feature limits the annual change in your Lifetime Annual Payments after the first Partial Withdrawal to no more than plus or minus 10% of your prior Lifetime Annual Payment. The Smoothing feature does not limit gain or loss of your Contract Value; it only applies to Lifetime Annual Payments. It is possible that even if your Contract Value increases, your Lifetime Annual Payment may not increase due to the Smoothing feature. The Smoothing feature has no impact on benefits under the Contract until Lifetime Annual Payments commence.

Please refer to the Lifetime Spending Account Example Footnotes 6 and 7 in Appendix A for illustrations of Lifetime Annual Payments.

Is this rider designed to pay you Death Benefits?

No.

Does this rider replace the standard Death Benefit?

No.

Can you revoke this rider?

No. Please also see "Other Information" at the end of this section for other ways the rider may terminate.

What effect do Partial Withdrawals or full Surrenders have on your benefits under this rider?

Please refer to "Does your benefit base change under the rider?" for the effect of Partial Withdrawals.

You may make a full Surrender of your entire Contract at any time prior to annuitization. However, you will receive your Contract Value with any applicable charges (and Premium Tax) deducted and not your Withdrawal Base, Deferral Bonus Base or any future Lifetime Annual Payments.

After the relevant Covered Life attains the Minimum Income Age (59¹​/₂), if your Contract Value on any Contract Anniversary is ever reduced below the Minimum Contract Value described in Section 8.c. Surrenders and Partial Withdrawals as a result of investment performance or deduction of fees and/or charges, or if on any Valuation Day a Partial Withdrawal is taken that reduces your Contract Value below this Minimum Contract Value, we will no longer accept subsequent Premium Payments. You may then either make a full Surrender and terminate your Contract and your rider, or you may continue the Contract provided the following:

•  Lifetime Annual Payments will continue and will not reduce the Contract Value;

•  Deferral Bonuses, if applicable, will no longer apply; and

•  All other privileges under the rider will terminate and you will no longer be charged a rider fee or Annual Maintenance Fee.

Once your Contract Value is reduced below the Minimum Contract Value, any Excess Withdrawal will result in the contract being liquidated and the rider terminating.

What happens if you change ownership?

An ownership change may terminate this rider. A final pro-rated rider charge will be assessed on the termination date, and then will no longer be assessed. If the ownership change does not result in the change of a Covered Life or is a result of Spousal Contract continuation and the Joint/Spousal option was elected, the rider will not terminate. The rider will terminate on Spousal Contract continuation if the Single Life Option was elected. Please see "Can your Spouse continue your Lifetime Spending Account?" below for additional information.

Ownership changes may be taxable to you. We recommend that you consult with a tax adviser before making any ownership changes.

Can your Spouse continue your Lifetime Spending Account?

•  Single Life Option:

This rider terminates upon the death of the Owner. The Spouse may continue the Contract under the "Spouse Beneficiary" provision of the Contract, whereby the Contract Owner's Spouse will become the Contract Owner if the Spouse was named as Beneficiary. The Spouse may either choose to continue the Contract or may elect to be paid a Death Benefit option, if eligible. If the Spouse chooses to continue the Contract, we will increase the Contract Value to the Death Benefit value as of the Valuation Day We receive due proof of death according to the future contribution allocation then in effect. The surviving Spouse becomes the new Owner on the effective Valuation Day of the Spousal Contract continuation. This right may be exercised only once during the term of the Contract. The surviving Spouse may re-elect this rider, subject to the election rules that are then in place.

•  Joint/Spousal Option:

The rider is designed to facilitate the continuation of your rights by your Spouse through the inclusion of a Joint/Spousal Option. If a Covered Life dies and the Contract and the rider are continued as described below, the rider will continue with respect to all benefits at the then current rider charge. The benefits will be reset as follows:

•  The Withdrawal Base will be equal to the greater of Contract Value or the Withdrawal Base on the Spousal Contract continuation date;

•  The Deferral Bonus Base will be equal to the greater of Contract Value or the Deferral Bonus Base on the Spousal Contract continuation date;

•  The Deferral Bonus Period, if applicable, will not reset; the Deferral Bonus Period will continue uninterrupted;

•  The Lifetime Annual Payment will be recalculated; and

•  The Lifetime Withdrawal Percentage will remain at the current percentage if Partial Withdrawals have commenced; otherwise the Lifetime Withdrawal Percentage will be based on the attained age of the remaining Covered Life on the Spousal Contract continuation date.

The remaining Covered Life cannot name a new Owner on the Contract. Any new Beneficiary that is added to the Contract will not be taken into consideration as a Covered Life. The rider will terminate upon the death of the remaining Covered Life.

What happens if you annuitize your Contract?

When you annuitize, you will have the opportunity to choose Fixed Dollar Amount Annuity Payouts or Variable Dollar Amount Annuity Payouts. In order to receive Lifetime Spending Account Lifetime Annual Payments after annuitization, the Variable Dollar Amount Annuity Payouts must be elected.

•  Fixed Dollar Amount Annuity Payouts

You may elect one of the standard fixed Annuity Payout Options offered by us under the Contract. For variable payouts, you must elect the Variable Dollar Amount Annuity Payouts. If you elect to annuitize your Contract prior to reaching the Annuity Commencement Date, you may only annuitize your Contract Value, not your Withdrawal Base. If your Contract reaches the Annuity Commencement Date, your Contract must be annuitized unless we agree to extend the Annuity Commencement Date, at our discretion. Upon annuitization, your Contract Value, not your Withdrawal Base, will be annuitized.

•  Variable Dollar Amount Annuity Payouts

To allow for continued variable Lifetime Annual Payments, you must elect Variable Dollar Amount Annuity Payouts.

Variable Dollar Amount Annuity Payouts may fluctuate annually based on the investment performance of the Sub-Account(s) in which you are invested. Any portion of your Contract Value invested outside of the Sub-Accounts including allocations to the Fixed Account and Multi-Year Guaranteed Accounts, at the Annuity Commencement Date will be reallocated proportionately based on your then current Sub-Account investment allocation.

On the Annuity Commencement Date, and each anniversary thereafter, we will calculate the Lifetime Annual Payment. We calculate the Lifetime Annual Payment by multiplying the Annuity Unit Values, which are the prices of the Annuity Units on the day of calculation, by the total number of Annuity Units summed across all the Sub-Accounts in which you are invested.

Please refer to the Variable Dollar Amount Annuity Payouts Example in Appendix A.

On the Annuity Commencement Date, we determine the number of Annuity Units for each applicable Sub-Account(s) based on the allocation to each Sub-Account. This number remains constant for the selected Sub-Account unless a Sub-Account Transfer occurs. The value of an Annuity Unit for each Sub-Account will be computed on each Valuation Day to reflect the investment experience of the applicable underlying Funds. The precise formula for these calculations is set forth below.

The number of Annuity Units for each of the applicable Sub-Account(s) will be equal to (A) divided by (B), times (C) divided by (D) where:

A = Sub-Account Value as of the current Valuation Day;

B = total Contract Value invested in Sub-Accounts as of the current Valuation Day;

C = your Lifetime Withdrawal Percentage times your Withdrawal Base as of the current Valuation Day; and

D = Annuity Unit Value as of the current Valuation Day.

Please refer to the Annuity Unit Value Example in Appendix A for an example of how the Annuity Unit is calculated.

The value of each Annuity Unit for each Sub-Account will be computed on each Valuation Day by multiplying (A) times (B) divided by (C) where:

A = value of the Annuity Unit for that Sub-Account as of the preceding Valuation Day;

B = Net Investment Factor for that Sub-Account for the Valuation Day for which the Annuity Unit Value is being calculated; and

C = 1 + the effective Assumed Investment Return for the number of days in the Valuation Period.

•  Variable Dollar Amount Annuity Payouts at Death

This annuity is payable until the death of the last surviving Covered Life. Upon election of the Variable Dollar Amount Annuity Payouts, we will calculate a minimum number of Annuity Payouts based on your Contract Value. At the death of the last surviving Covered Life, if the minimum number of Annuity Payouts have not been paid, your beneficiary will continue to receive the remaining Annuity Payouts.

Are there restrictions on how you must invest?

No.

Are there restrictions on the amount of subsequent Premium Payments?

Yes. We require prior approval of subsequent Premium Payments after the first Contract Anniversary after the rider effective date. We do not currently enforce the right to approve subsequent Premium Payments, except where a subsequent Premium Payment would result in your total Premium Payments equaling or exceeding $1 million. In the future, we may expand the circumstances under which we require prior approval of subsequent Premium Payments. There are a variety of factors that could influence our decision to prohibit or restrict subsequent Premium Payments, for example, we could do so in the event of a market disturbance, or to help protect our ability to provide the guarantees under these riders in the future. We also prohibit subsequent Premium Payments if your Contract Value falls below Minimum Contract Value. Any action we take with respect to subsequent Premium Payment restriction or approval will be done on a non-discriminatory basis. We will not accept Premium Payments after the Annuity Commencement Date. A limitation on subsequent Premium Payments means that you would not be able to increase your Lifetime Annual Payments by making additional deposits into the Contract.

The rider may not be appropriate for all investors. Several factors, among others, should be considered:

•  If you are electing this rider after your Contract has been issued, the starting values for all benefits will be the Contract Value on the rider effective date and not your initial Premium Payment or any other prior values.

•  The amount of your Lifetime Annual Payment is not guaranteed and will fluctuate based on Contract Value performance, subject to the Smoothing feature.

•  The amount of your Lifetime Annual Payments may be reduced significantly if you experience investment losses prior to beginning Lifetime Annual Payments.

•  During a prolonged period of negative investment performance, your Lifetime Annual Payments may be reduced significantly.

•  The benefits under the rider cannot be directly or indirectly assigned, collateralized, pledged or securitized in any way. Any such actions will invalidate the rider and allow us to terminate the rider.

•  We may terminate this rider based upon the following conditions: Spousal Contract continuation, Covered Life changes and/or annuitization. If we terminate the rider, it cannot be re-elected by you.

•  Annuitizing your Contract, whether voluntary or not, will impact and possibly eliminate this benefit.

•  Even though the rider is designed to provide living benefits, you should not assume that you will necessarily receive payments for life if you have violated any of the terms of the rider or if you commence taking Partial Withdrawals prior to your Minimum Income Age. Partial Withdrawals taken prior to the Minimum Income Age are not guaranteed to be available throughout your lifetime. Such Partial Withdrawals will reduce the Withdrawal Base otherwise available to establish lifetime benefits.

Earnings Protection Death Benefit Rider Example

Assume a contract was issued on 1/1/2014 with an initial premium of $100,000 and the Earnings Protection Death Benefit rider was elected. Hypothetical values for Performance, Premiums, withdrawals, and Contract Value are shown as of select dates to illustrate the calculation of the Death Benefit. Assume the Earnings Protection Factor is 35%. See the footnotes for further details.

(1)  For illustration purposes only, net of illustrated withdrawals. Does not indicate actual Contract Value performance.

(2)  Earnings Protection Death Benefit: Performance causes the Contract Value to exceed the Cumulative Adjusted Premium. The Earnings Protection Death Benefit is calculated as the Contract Value plus Contract Growth multiplied by the Earnings Protection Factor = 102,000 + (2,000 * 35%) = 102,700.

(3)  Death Benefit: When performance causes the Contract Value to fall below the Cumulative Adjusted Premium, there is no Contract Growth. Thus the Death Benefit is Contract Value.

(4)  Withdrawal (less than Contract Growth): Assume you take your first Partial Withdrawal of 2,000. Notice that since this amount is less than the Contract Growth prior to the withdrawal (3,887) the Cumulative Adjusted Premium is not reduced.

(5)  Subsequent Premium Payments: Assume you make a subsequent Premium Payment of 5,000. The Cumulative Adjusted Premium is calculated by adding the subsequent Premium Payment to the prior day's Cumulative Adjusted Premium amount = 5,000 + 100,000 = 105,000.

(6)  Withdrawal (exceeding Contract Growth): Assume you take a Partial Withdrawal of 7,000. This amount exceeds the Contract Growth prior to the withdrawal (6,162). The Cumulative Adjusted Premium is reduced by subtracting the dollar amount of the Partial Withdrawal that exceeds the Contract Growth prior to withdrawal = 105,000 – (7,000 – 6,162) = 104,162.

Lifetime Spending Account Example

Assume a contract was issued on 1/1/2014 with an initial premium of $100,000 and the Lifetime Spending Account rider was elected. Hypothetical values for Cumulative Net Investment Return (NIR), Premiums, withdrawals, and Contract Value are shown as of select dates to illustrate the calculations of the Deferral Bonus Base, Withdrawal Base, Deferral Bonus and Lifetime Annual Payment (LAP). Assume a 6% Deferral Bonus percentage and a 5.5% Lifetime Withdrawal Percentage throughout the illustration. The LAP values shown assume a Smoothing percentage of 10%. Note that the Cumulative NIR is only displayed on dates where the value is needed to illustrate a rider value calculation. See the footnotes for further details.

(1)  For illustration purposes only, net of illustrated withdrawals. Does not indicate actual Contract Value performance.

(2)  Deferral Bonus Base and Withdrawal Base resets (increase): The Deferral Bonus Base and Withdrawal Base are reset by multiplying the prior day's values by one plus the Cumulative NIR divided by one plus the Modal AIR = 100,000 * (1 + 2%) / ((1.04) ^ (1/365)) = 101,989.

(3)  Deferral Bonus Base and Withdrawal Base resets (decrease): The Deferral Bonus Base and Withdrawal Base are reset by multiplying the prior day's values by one plus the Cumulative NIR divided by one plus the Modal AIR = 101,960.62 * (1 – 3%) / ((1.04) ^ (1/365)) = 98,891.

(4)  Deferral Bonus: On Contract Anniversaries prior to a Partial Withdrawal, the Withdrawal Base reset includes the addition of a Deferral Bonus calculated as the Deferral Bonus Base multiplied by the Deferral Bonus percentage. The Withdrawal Base is calculated as 98,891.17 * (1 + 0%) / (1.04 ^ (1/365)) + (98,880.55 * 6%) = 104,813.

(5)  Non-Excess Withdrawals: Assume a Partial Withdrawal of 500 is taken. Since this is the first Partial Withdrawal, the Deferral Bonus Period terminates and the Deferral Bonus Base resets to zero. There are no impacts on the other rider values since the Partial Withdrawal is not an Excess Withdrawal.

(6)  Lifetime Annual Payment (Smoothing feature - upside): Once a Partial Withdrawal is taken the Smoothing feature becomes applicable. The LAP is calculated as the Lifetime Withdrawal Percentage multiplied by the Withdrawal Base = 5.5% * 106,540.98 = 5,860, but due to the Smoothing feature is subject to a maximum of the prior day's Lifetime Annual Payment multiplied by one plus the Smoothing percentage = 5,239.36 * (1+10%) = 5,763. In situations where the increase in the LAP would exceed the Smoothing percentage, the Smoothing feature provides a lower Lifetime Annual Payment than would have otherwise been provided.

(7)  Lifetime Annual Payment (Smoothing feature - downside): The LAP is calculated as the Lifetime Withdrawal Percentage multiplied by the Withdrawal Base = 5.5% * 86,965.93 = 4,783, but due to the Smoothing feature is subject to a minimum of the prior day's Lifetime Annual Payment multiplied by one minus the Smoothing percentage = 5,763.30 * (1 – 10%) = 5,187. In situations where the decrease in the LAP would exceed the Smoothing percentage, the Smoothing feature provides a greater Lifetime Annual Payment than would have otherwise been provided.

(8)  Excess Withdrawals: The Partial Withdrawal in excess of the Lifetime Annual Payment adjusts the prior day's Withdrawal Base and the Lifetime Annual Payment by a factor calculated as the Contract Value after the Excess Withdrawal divided by the Contract Value

Appendix B — Investment Options Available Under the Contract

The following is a list of Funds available under the Contract. More information about the Funds is available in the prospectuses for the Funds, which may be amended from time to time. You may request this information at no cost by calling 1-866-645-2449 or by sending an email request to prospectusrequestflic@zinnia.com.