Richard T. Choi

Shareholder

202-965-8127 Direct Dial

rchoi@carltonfields.com

September 11, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:       Midland National Life Insurance Company (the “Company”)

Registration Statement on Form S-1 (“Registration Statement”)

Commissioners:

On behalf of the Company, we hereby electronically file the above-captioned initial registration statement ("Registration Statement") under the Securities Act of 1933 (“Securities Act”).  The Company is filing the Registration Statement for the purpose of registering securities in connection with index-linked investment contracts ("Contracts") to be issued by the Company, which are regulated as group funding agreements under state insurance law.

             As soon as practicable prior to the effective date of the Registration Statement, the Company will amend the Registration Statement to include:

·         year-end audited financial statements of the Company,

·         any exhibits required by Form S-1 that have not yet been filed, and

·         any disclosure changes made in response to Commission staff comments.

Please direct any questions or comments concerning this submission to the undersigned.

Very truly yours,

/s/  Richard T. Choi

Richard T. Choi

cc: Brett L. Agnew, Esq. (Midland National Life Insurance Company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM S-1
REGISTRATION STATEMENT
under the securities act of 1933

_____________________

Midland National Life Insurance Company
(Exact name of registrant as specified in its charter)

_____________________

_____________________

Copy to:

Richard T. Choi

Carlton Fields P.A.

1025 Thomas Jefferson Street, N.W., Suite 400W

Washington, D.C. 20007-5208

_____________________

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Calculation of Registration Fee

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

Collared Investment Option

An index-linked investment contract

Prospectus Dated

_______, 2020

Please read and keep this prospectus for future reference.  It contains important information about the Collared Investment Option (the “Contract”).

WHAT IS THE COLLARED INVESTMENT OPTION?

The Collared Investment Option is an index-linked investment contract issued by Midland National Life Insurance Company (“Midland National,” “we,” “our,” “us” or the “Company”) that provides for the accumulation of retirement and non- non-retirement savings.  The Collared Investment Option makes available one or more Cycles, the value of each is based upon the performance of a financial Index at the end of the applicable Cycle Term (examples of potential terms: 1, 2, 3, 4, 5 and 6 years), subject to a Maturity Date Floor Rate and a Performance Ceiling Rate.  Through the Maturity Date Floor Rate, the Collared Investment Option protects against certain decreases in the index and through the Performance Ceiling Rate limits the participation in certain increases in the index.  The Collared Investment Option is regulated as a group funding agreement under insurance laws of the state of Iowa.

ELIGIBLE CONTRACT HOLDERS

We offer the Collared Investment Option to:

·         Midland National for the purpose of offering the Collared Investment Option as an investment option under its insurance contracts (“Insurance Contract”).  Initially, we intend to issue the Collared Investment Option only in connection with Midland National issued insurance contracts.

·         Banks, broker-dealers and/or trust companies  for the purposes of offering the Collared Investment Option as an investment option for individual retirement accounts (“IRAs”) and/or wealth management platforms (“Platforms”) for which the banks, broker-dealers or trust companies serve as the custodians or trustees (“Custodians”).

·         Employers or the benefit plans established by the employers for the purpose of offering the Collared Investment Option as an investment option under employee benefit plans as defined in the federal Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. (“Benefit Plans”).

Each Insurance Contract, IRA, Platform and Benefit Plan will specify the rights of the owners of the Insurance Contract, depositors of an IRA or Platform, and participants in the Benefit Plan (“you”) with respect to directing the Contract Holder in making allocations to, and taking withdrawals from, a Cycle. 

CYCLE

Under the Collared Investment Option, Cycles will be madeavailable.  Each Cycle has a specific Index, Cycle Term, Start Date, MaturityDate Floor Rate, and Performance Ceiling Rate. We intend to offer Cycles usingvarious indices, such as the S&P 500 Index, Russell 2000 Index and MSCIEAFE Index. We also offer Cycles using a Maturity Date Floor Rate, or downsideprotection at the end of a Cycle Term of a specified percentage, such as 0%,5%, 10% or 15% to allow for the selection of desired amount of downsideprotection. 

WE RESERVE THE RIGHT TO NOT OFFER ANY CYCLES AT ANYPARTICULAR TIME, DISCONTINUE THE ACCEPTANCE OF, AND/OR PLACE ADDITIONALLIMITATIONS ON, CYCLE INVESTMENTS.

The Cycle Investment is the amount allocated to a Cycleand is measured by the number of Units credited to the Contract Holder and theUnit Value.  During the Cycle Term, the Unit Value will be based upon the FairValue of the Cycle Investment and the Cycle Investment may be less than orgreater than the Cycle Investment on the Start Date and the amount payable atthe Maturity Date. The Fair Value is determined by the Fair Value CalculationAgent, who will take into account a variety of factors including the change inthe Index Value from the Start Date, volatility of the Index, interest ratechanges, and time remaining to the Maturity Date. During the Cycle Term, theUnit Value will also take into account the length of time since the Start Dateand the Proportional Performance Ceiling Rate.  Thus, for withdrawals duringthe Cycle Term, the Unit Value may reflect a lesser increase due to positiveperformance of the Index than the Unit Value at the Maturity Date.  Forwithdrawals during the Cycle Term, the Unit Value may be less than the initialUnit Value even when the value of the Index has increased.

THERE IS A RISK OF A CYCLE INVESTMENT LOSS.  IF ANYPORTION OF THE CYCLE INVESTMENT IS WITHDRAWN DURING THE CYCLE TERM, THERE IS NODOWNSIDE PROTECTION AND THE ENTIRE CYCLE INVESTMENT MAY BE LOST.  AT THEMATURITY DATE, THE DOWNSIDE PROTECTION EQUALS THE MATURITY DATE FLOOR RATE ANDTHE RISK OF LOSS IS EQUAL TO LOSSES UP TO THE MATURITY DATE FLOOR RATE.

This prospectus is a disclosure document and describes thematerial features, rights and obligations under the Collared Investment Optionand describes the Cycles made available under the Collared Investment Option. The description in this prospectus is current as of the date of thisprospectus.  If certain material provisions under the Collared InvestmentOption are changed after the date of this prospectus, those changes will bedescribed in a supplement to this prospectus or an updated prospectus. Carefully read this prospectus in conjunction with any applicable supplements. In addition, because the Collared Investment Option is made available under an InsuranceContract, IRA, Platforms or Benefit Plan, carefully read the prospectus for theInsurance Contract or the documents for the IRA, Platforms or Benefit Plan, asapplies.

The Collared Investment Option may not currently beavailable in all states.  In addition, certain features described in thisprospectus may vary by state.  This prospectus does not constitute an offeringin any jurisdiction in which such offering may not be lawfully made.  EveryCycle may not be available under a Collared Investment Option issued to aContract Holder, and may not be available in all states.  For a state-by-statedescription of all material variations to the Collared Investment Option, see“Appendix I” later in this prospectus. 

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY ORADEQUACY OF THE DISCLOSURES IN THE PROSPECTUS.  ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.

THE CONTRACTS ARE NOT INSURED BYTHE FDIC OR ANY OTHER AGENCY.  THEY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OFANY BANK AND ARE NOT BANK GUARANTEED.  THEY ARE SUBJECT TO INVESTMENT RISKS ANDPOSSIBLE LOSS.

Midland National is not an investment advisor and does notprovide any investment advice to you with respect to the Contract. Theprincipal underwriter of the Collared Investment Option is Sammons FinancialNetwork, LLC.  The offering of the Collared Investment Option is intended to becontinuous.

The Contract is a complex investment vehicle. Before youinvest, you should speak with your financial professional about the Contract’sfeatures, benefits, risks, and fees and whether the Contract is appropriate foryou based on your financial situation and objectives.

A registration statement relating to this offering hasbeen filed with the Securities and Exchange Commission (“SEC”).  To request thewritten prospectus please contact our processing office at Annuity ServiceCenter: P.O. Box 79907, Des Moines, Iowa 50325-0907.  This prospectus can alsobe obtained from the SEC’s website at www.sec.gov.

Contents of this Prospectus

Definitions........................................................................................................................................ 7

Summary......................................................................................................................................... 9

Features of the Collared Investment Option................................................................................... 9

Eligible Contract Holders and Participants............................................................................... 9

Cycles................................................................................................................................... 9

Cycle Investment and Unit Value.......................................................................................... 10

Investments in a Cycle......................................................................................................... 10

Withdrawals from a Cycle.................................................................................................... 11

Collared Investment Option Risks............................................................................................... 11

General Risks...................................................................................................................... 11

Risk of Loss........................................................................................................................ 11

Liquidity Risk...................................................................................................................... 12

Availability of Cycles.......................................................................................................... 12

Limited Participation in the Growth...................................................................................... 12

Performance Ceiling Rate Not Known................................................................................... 12

Unit Value Based Upon Fair Value....................................................................................... 13

Risk Associated with Indices................................................................................................ 13

No Rights in the Securities Underlying the Index................................................................... 14

Discontinuation of or Substantial Change to an Index............................................................. 14

Payment Obligation and Financial Strength of Midland National............................................ 14

Contract Holder Compliance with Requirements.................................................................... 15

Cybersecurity...................................................................................................................... 15

Collared Investment Option........................................................................................................... 16

Cycles and Indices..................................................................................................................... 16

Cycles and Cycle Types....................................................................................................... 16

Indices................................................................................................................................ 17

Please see the Cycle Investment............................................................................................ 17

Offering of Cycles and Cycles for a Cycle Type..................................................................... 19

Cycle Business Day............................................................................................................. 19

Investment in Cycles.................................................................................................................. 19

Selection Cycles.................................................................................................................. 19

Establishment of Cycles and Performance Ceiling Rate.......................................................... 20

Investment into a Cycle........................................................................................................ 21

Maturity of a Cycle.............................................................................................................. 22

Value of Cycle Investment......................................................................................................... 22

Units................................................................................................................................... 22

Unit Value........................................................................................................................... 23

Reporting............................................................................................................................ 24

Access to the Amount of the Cycle Investment............................................................................ 25

During the Cycle Term......................................................................................................... 25

In Connection with a Maturity Date...................................................................................... 25

Settlement........................................................................................................................... 25

Direction to the Contract Holder........................................................................................... 26

Federal Taxes................................................................................................................................. 26

Additional Information About the Collared Investment Option..................................................... 26

Other Contracts.......................................................................................................................... 26

Expenses of Midland National for the Collared InvestmentOption................................................ 27

Statutory Compliance................................................................................................................. 27

Changes to the Collared Investment Option................................................................................. 27

Errors........................................................................................................................................ 27

Misstatement and Adjustments................................................................................................... 27

Reservation of Rights................................................................................................................. 28

Assignment............................................................................................................................... 28

Termination............................................................................................................................... 28

By the Company.................................................................................................................. 28

By the Contract Holder......................................................................................................... 28

Other Information......................................................................................................................... 29

General Account........................................................................................................................ 29

Non-Unitized Separate Account.................................................................................................. 29

Distribution............................................................................................................................... 30

Legal Proceedings...................................................................................................................... 31

Securities Law Matters............................................................................................................... 31

Status Pursuant to the Securities Exchange Act of 1934.......................................................... 31

Securities and Exchange Commission Position on Indemnification......................................... 31

Information About Midland National............................................................................................ 31

Generally.................................................................................................................................. 31

Midland National's Business....................................................................................................... 31

Competition......................................................................................................................... 32

Risk Factors Related to MidlandNational and Its Business........................................................... 33

Directors, Executive Officers and Corporate Governance............................................................. 44

Executive Compensation............................................................................................................ 44

Compensation Philosophy and Strategy................................................................................. 44

Compensation Principles:..................................................................................................... 45

Base Salary......................................................................................................................... 46

Annual Executive Incentive Plan (Bonus).............................................................................. 47

ESOP.................................................................................................................................. 47

ESOP SERP A..................................................................................................................... 47

ESOP SERP B..................................................................................................................... 48

Long-Term Incentive Plan (LTIP)......................................................................................... 48

Deferred Compensation Plan................................................................................................ 48

Executive Perquisites........................................................................................................... 48

Other Compensation and Benefits......................................................................................... 48

Tax-Qualified Retirement Plans............................................................................................ 49

Security Ownership of Certain Beneficial Owners and Management............................................. 49

Transactions with Related Persons Promoters and CertainControl Persons.................................... 49

Financial Information.................................................................................................................... 49

Selected Financial Data.............................................................................................................. 50

Supplementary Financial information.......................................................................................... 50

Management's Discussion and Analysis of Financial Conditionsand Results of Operation.............. 50

Changes in and Disagreements with Accountants on Accountingand Financial Disclosure............. 50

Financial Statements.................................................................................................................. 50

Appendices..................................................................................................................................... 51

State Variations......................................................................................................................... 51

Unit Value Examples................................................................................................................. 51

Start Date............................................................................................................................ 51

During the Cycle Term......................................................................................................... 51

On the Maturity Date........................................................................................................... 52

Cycle Investment................................................................................................................. 53

Indices Disclaimers.................................................................................................................... 54

Definitions

BUSINESS DAY – Our “business day” is generally any daythat (i) we are open for business and (ii) the New York Stock Exchange (“NYSE”)is open for trading.  A Business Day ends at the Close of Trading.

CLOSE OF TRADING – 4:00 p.m. Eastern Time or, if earlier,the time that the NYSE closes.

COLLARED INVESTMENT OPTION – A Contract that providesinvestment options under an Insurance Contract, IRA, Platform or Benefit Planthat allows the Contract Holder to invest in various Cycles, each tied to theperformance of an Index, subject to the Performance Ceiling Rate and MaturityDate Floor Rate.  The Collared Investment Option consists of various CycleTypes and Cycles.

CONTRACT HOLDER – Contract Holder is the entity, named inthe contract and is an issuer of an Insurance Contract (Midland National), IRACustodian, broker-dealer  and Platform  provider or a Benefit Plan.  TheContract Holder has the sole authority to make decisions under the CollaredInvestment Option.

CYCLE – An investment option available under the CollaredInvestment Option.  Each Cycle has a specific Index, Cycle Term, Start Date,Maturity Date, Maturity Date Floor Rate, and Performance Ceiling Rate.

CYCLE BUSINESS DAY – Any day that the Unit Value isdetermined, as of which withdrawals from a Cycle may be taken, and on which aStart Date and Maturity Date occurs.

CYCLE INVESTMENT – The amount invested in a Cycle asmeasured by the Units credited to the Contract Holder. The Contract Holder’sCycle Investment on any Cycle Business Day is the number of Units credited tothe Contract Holder multiplied by that day’s Unit Value.

CYCLE TERM – The number of years a Cycle is outstanding. The Cycle Term starts on a Start Date and ends on a Maturity Date.  For anyCycle made available after the Effective Date, we will provide the ContractHolder Notice of the Cycle Term for that Cycle.

CYCLE TYPE – All Cycles having the same Index, Cycle Term,and Maturity Date Floor Rate.

EFFECTIVE DATE – The date the Collared Investment Optionbecomes effective and the applicable Contract Holders rights and benefitsbegin.

FAIR VALUE – A value used to determine a Cycle’s UnitValue during a Cycle Term.

FAIR VALUE CALCULATION AGENT – An independent third partywith whom we contract to determine the Fair Value of a Cycle during the CycleTerm. We may use different Fair Value Calculation Agents for the differentCycles. We will provide the Contract Holder Notice of the Fair ValueCalculation Agent.

INDEX – The index that applies for all Cycles of a CycleType.  We currently offer Cycles based on the performance of financialindices.  In the future, we may offer Cycles based on other types of indices.

INDEX VALUE – The value of an index as reported to us. Once we use the value of an Index reported to us to determine the amountspayable on any withdrawals or to determine the Unit Value at Maturity Date, wewill not change the Index Value even if it is subsequently changed.

IRS – Internal Revenue Service

MATURITY DATE – The Cycle Business Day on which a Cyclematures. The Maturity Date of a Cycle is determined by (i) the calendar monthof its Start Date; and (ii) its Cycle Term.

MATURITY DATE FLOOR RATE – The rate that will be used todetermine the Maturity Date Unit Value Floor as described in “UnitValue - On the Maturity Date” section of this prospectus.  It represents themaximum potential loss in Unit Value for a Cycle at the Maturity Date.

During the Cycle Term prior to the Maturity Date, nofloor applies.  Thus, during the Cycle Term, the decrease in the Unit Value isnot limited.

PERFORMANCE CEILING RATE – The rate that will be used todetermine the Unit Value Ceiling.  It represents the maximum potential increasein the Unit Value for a Cycle on the Maturity Date.

PERFORMANCE CEILING THRESHOLD – The minimum PerformanceCeiling Rate for a Cycle that the Contract Holder sets forth in the WrittenNotice prior to a Cycle Start Date.  If we establish a Cycle with a PerformanceCeiling Rate lower than the Performance Ceiling Threshold the Contract Holderhas set forth in the Written Notice for investment, we will not accept theContract Holder’s investment into the Cycle.

PROPORTIONAL PERFORMANCE CEILING RATE – A proportion ofthe Performance Ceiling Rate that is used to determine the maximum potentialincrease in the Unit Value before the Maturity Date.  The ProportionalPerformance Ceiling Rate is equal to the Performance Ceiling Rate multiplied bythe number of days lapsed during the Cycle Term divided by the Cycle Termmeasured in days.

SEC – U.S. Securities and Exchange Commission

START DATE – The Business Day on which a Cycle isestablished.  For any Cycle made available after the Effective Date, we willprovide the Contract Holder Notice of the Cycle State Date for that Cycle.

UNIT – The measurement we use to calculate a CycleInvestment. Units may only be purchased on a Start Date.  Units may not bewithdrawn on a Start Date.

UNIT VALUE – The value of a Unit on a Cycle Business Day.The initial Unit Value on the Start Date  is $10.00. 

UNIT VALUE CEILING – The maximum Unit Value at any timeduring the Cycle Term.

WRITTEN NOTICE AND NOTICE – Written Notice means a noticeof instruction submitted in writing and signed by the Contract Holdersatisfactory to us, which we may require to be on a form we provide and betransmitted to us in electronic format or such other commercially acceptablemeans as may be specified by us.  A Written Notice will not be satisfactory tous if we believe it is incomplete or we are required to exercise any discretionin satisfying the instruction or request. Notice means information provided byus or made available to the Contract Holder that may be in writing, viatelephone, electronically, on a website, or through other commerciallyacceptable means.

Summary

This summary provides an overview of the CollaredInvestment Option and the Cycles.  The overview is not a complete descriptionof the Collared Investment Option.  Please read this entire prospectus for thedetails on the Collared Investment Option and the Cycle.

This section of the prospectus also sets forth the risksrelated to the Collared Investment Option.

Features of the Collared Investment Option

The Collared Investment Option is a contract that providesinvestment options under an Insurance Contract, IRA, Platform or Benefit Planthat allows the Contract Holder to invest in various Cycles, each tied to theperformance of an Index, subject to the Performance Ceiling Rate and MaturityDate Floor Rate.  The Collared Investment Option consists of various CycleTypes and Cycles.

The Collared Investment Option does not involve aninvestment in any underlying portfolio of securities or financial instruments,is not an investment advisory account, and Midland National is not providingany investment advice or managing any retirement and non-retirement savingsallocated to any Cycle.

Eligible Contract Holders and Participants

Eligible Contract Holders of the Collared InvestmentOption are:

·        Midland National for the purpose of offering the CollaredInvestment Option as an investment option under its Insurance Contracts. 

·        Banks, broker-dealers and/or trust companies for the purposes ofoffering the Collared Investment Option as an investment option for IRAs andPlatforms.

·        Benefit Plans for the purpose of offering the Collared InvestmentOption as an investment option under such Benefit Plans.

The Contract Holder has the sole authority to makedecisions under the Collared Investment Option.

If you are an owner of the Insurance Contract, depositorof IRAs and Platforms, or a participant of a Benefit Plan in which the CollaredInvestment Option is available as an investment option, you may be able todirect all or part of your retirement and non-retirement savings held in theInsurance Contract, IRA. Platform or Benefit Plan to any available Cycles. Your ability to direct the Contract Holder to make allocations of yourretirement and non-retirement savings to, or take withdrawals from, a Cyclewill be governed by the terms of your Insurance Contract, IRA and Platformarrangement or Benefit Plan.

Cycles

The Collared Investment Option makes available one or moreCycles, and the value of each is based upon the performance of a financialIndex at the end of the applicable Cycle Term, subject to a Maturity Date FloorRate and a Performance Ceiling Rate. Each Cycle has a specific Index, CycleTerm, Start Date, Maturity Date, Maturity Date Floor Rate, and PerformanceCeiling Rate. We currently offer Cycles based on the performance of a financialIndex.  In the future, we may offer Cycles based on other types of indices.  Wealso offer Cycles using a Maturity Date Floor Rate, or downside protection, atthe end of a Cycle Term. Examples of potential Maturity Date Floor Rates we mayoffer are; 0%, 5%, 10% or 15%.  We allow for theselection of the desired amount of downside protection, if multiple MaturityDate Floor Rates are being offered. 

A Cycle is not a mutual fund and is not an “index mutualfund.” 

Cycle Investment and Unit Value

The Cycle Investment is the amount allocated to a Cycleand is measured in the number of Units credited to the Contract Holder and theUnit Value.  We will determine on each Cycle Business Day the Unit Value foreach outstanding Cycle as described in “Unit Value - During the Cycle Term”section of this prospectus.  During the Cycle Term, the Unit Value will bebased upon the Fair Value of the Cycle Investment and the Cycle Investment maybe less than or greater than the Cycle Investment on the Start Date and theamount payable on the Maturity Date. The Fair Value is determined by the FairValue Calculation Agent, who will take into account a variety of factorsincluding the change in the Index Value from the Start Date, volatility of theIndex, interest rate changes, and time remaining to the Maturity Date. Duringthe Cycle Term, the Unit Value will also take into account the length of timesince the Start Date and the Proportional Performance Ceiling Rate.  Thus, forwithdrawals during the Cycle Term, the Unit Value may reflect a lesser increasedue to positive performance of the Index than the Unit Value on the MaturityDate. Thus, all other factors being equal, the Unit Value would be expected tobe lower the earlier a withdrawal is made during a Cycle. 

Cycle Investment could increase, decrease, or stay thesame.  THERE IS A RISK A CYCLE INVESTMENT WILL DECREASE BECAUSE YOU AGREE TOABSORB CERTAIN POTENTIAL INITIAL LOSSES ACCORDING TO THE APPLICABLE MATURITYDATE FLOOR RATE.  THERE IS NO DOWNSIDE PROTECTION PRIOR TO THE MATURITY DATE.

Investments in a Cycle

We will provide the Contract Holder Notice of each Cyclewe intend to establish that will include:

1)   The Cycle Type.

2)   The Start Date.

3)   The indicative Performance Ceiling Rate.

4)   The date and time by which the Contract Holder mustprovide Written Notice for the Contract Holder’s investment in each proposednew Cycle.

We reserve the right to (i) not offer the Cycle and (ii)change the Performance Ceiling Rate for any Cycle we subsequently establish.

To invest in a Cycle, the Contract Holder must provide usWritten Notice of the following:

1)   The Cycle.

2)   The proposed investment into the Cycle and the source ofthe proposed investment either from new funds to be transferred to us or from amaturing Cycle.

3)   Any Performance Ceiling Threshold.

If we do not receive the Written Notice for investmentinto Cycles by the required date and time, we may reject a request forinvestment into a Cycle.  

On the Start Date, subject to ourright not to offer any Cycle, we will establish the Cycle and accept theContract Holder’s investment into the Cycle, so long as we have received thetimely Written Notice and the amount of the investment.

In order for you to direct the Contract Holder to allocateany of your retirement and non-retirement savings to a Cycle, you must complywith the requirements that apply to your Insurance Contract, IRA and Platformarrangement, or Benefit Plan.

Withdrawals from a Cycle

The Contract Holder may request to withdraw sums from aCycle before its Maturity Date.  Withdrawal requests must satisfy ourrequirements and the Collared Investment Option’s requirements and must bereceived by the Close of Trading on a Cycle Business Day to be processed usingthe Unit Value as of that Cycle Business Day.  Among other things, the requestmust specify the Cycle or Cycles for which the withdrawal will apply.  Forwithdrawal requests received after that time, the next Cycle Business Day willbe used.

The Company will pay the withdrawal no later than 3Business Days after the Cycle Business Day that the Company effects the withdrawal.Payment will be made as directed by the Contract Holder in the Written Noticefor the withdrawal.

In order for you to direct the Contract Holder to requesta withdrawal of any of your retirement and non-retirement savings allocated toa Cycle, you must comply with the requirements that apply to your InsuranceContract, IRA and Platform arrangement, or Benefit Plan.

Collared Investment Option Risks

This section provides a general overview of the risksrelated to the Collared Investment Option and the Cycles.  It does not providethe risks related to the Insurance Contract, IRA and Platform arrangement orthe Benefit Plan that makes available the Collared Investment Option.  Pleaseread the Insurance Contract prospectus (if applicable), IRA and Platformdisclosures or Benefit Plan documents for the risks related to thosearrangements.

General Risks

We reserve the right, within the law, to make certainchanges to the structure and operation of the Collared Investment Option at ourdiscretion and without your consent.  We reserve the right to limit investmentsinto the Contract. 

Any telephone, fax machine or other electronic device,whether it is yours, your service provider’s, or your agent’s can experienceoutages or slowdowns for a variety of reasons and may not always be available. These outages or slowdowns may delay or prevent our processing your surrender,withdrawal, or transfer request.

Risk of Loss

There is a risk of a loss of a portion of the ContractHolder’s initial Cycle Investment.  At the Maturity Date, the CollaredInvestment Option provides protection from any negative Index performancestarting at the Maturity Date Floor Rate.  Thus, the Contract Holder will bearthe risk of loss for any initial negative Index performance down to the MaturityDate Floor Rate.  If the Contract Holder takes a withdrawalfrom a Cycle during the Cycle Term, the Contract Holder bears the entire riskof loss. The amount available for the withdrawal will be based upon the FairValue for the Cycle.

Liquidity Risk

The Collared Investment Option is not designed to be ashort-term investment as many of the Cycles will have Cycle Terms in excess ofone year.  In addition, if the Contract Holder takes a withdrawal from a Cycleduring the Cycle Term prior to the Maturity Date, the amount available for thewithdrawal will take into account the Proportional Performance Ceiling Rate. This further reduces the Performance Ceiling Rate by the remaining time leftuntil the Maturity Date.  Thus, the earlier the withdrawal, the greater theProportional Performance Ceiling Rate reduces the amount available forwithdrawal. 

The Collared Investment Option may be offered as aninvestment option under Insurance Contracts, IRAs, Platforms and BenefitPlans.  Additional risks, conditions, and features that may impact your use ofthe Collared Investment Option are disclosed in the offering documents for suchInsurance Contracts, IRAs, Platforms and Benefit Plans.

Availability of Cycles

We reserve the right to not offer any Cycles.  If we donot offer new Cycles, the Contract Holder will not be able to make availableunder the Insurance Contract, IRA and Platform arrangement, or Benefit Plan aninvestment option that offers the ability for your retirement andnon-retirement savings to increase based upon an Index and be protected fromsome level of Index loss.

Limited Participation in the Growth

Any increase in the value of the Contract Holder’s CycleInvestment for any Cycle is limited by the Cycle’s Performance Ceiling Rate,which could cause the Contract Holder’s Cycle Investment on any Cycle BusinessDay to be lower than they would otherwise be if the Contract Holder invested,for example, in a mutual fund or exchange-traded fund. The Performance CeilingRates benefit us because they limit the amount of increase in the CycleInvestment that we may be obligated to pay. We set the Performance CeilingRates in our discretion.  Prior to the Maturity Date, the amount available forthe withdrawal will take into account the Proportional Performance Ceiling Ratewhich reduces the Performance Ceiling Rate by the remaining time left until theMaturity Date. Generally, Cycles with greater protection tend to have lowerPerformance Ceiling Rates than other Cycles that use the same Index and CycleTerm but provide less protection.

Performance Ceiling Rate Not Known

The Performance Ceiling Rate for a Cycle is determined atthe time we establish a Cycle and therefore may be different from theindicative Performance Ceiling Rate.  While we will provide Notice of theindicative Performance Ceiling Rate at least 30 calendar days prior to a StartDate, the Contract Holder will not know the actual rate before the Cyclestarts.  Therefore, the Contract Holder will not know in advance the upperlimit on the return that may be credited to the Contract Holder’s investment ina Cycle.  The Performance Ceiling Rate for a new Cycle Term may be higher,lower, or equal to the Performance Ceiling Rate for the prior Cycle Term.

To mitigate against the risk, the Contract Holder mayprovide us Written Notice of the Performance Ceiling Threshold which is theminimum Performance Ceiling Rate for the Contract Holder’s investment into aCycle. If the Cycle we establish has a Performance Ceiling Rate lower than thePerformance Ceiling Threshold specified by theContract Holder in the Written Notice for investment, we will not accept theContract Holder’s investment into the Cycle.

The Performance Ceiling Rate applies from the Start Dateto the Maturity Date, and is not an annual limit.

Unit Value Based Upon Fair Value

On each Cycle Business Day,other than the first and last day, we determine the Unit Value by reference toa Fair Value.  The Fair Value of a Cycle reflects the current value offinancial instruments that may be purchased to provide a return equal to thechange in Index Value at the end of the Cycle Term subject to the PerformanceCeiling Rate and the Maturity Date Floor Rate. Wecontract Fair Value Calculation Agents who will determine the Fair Value of aCycle based on a variety of factors such as the change in the Index Value fromthe Start Date, implied volatility of the Index, interest rate changes, and thetime remaining to the Maturity Date.  TheFair Value is determined using a formula which is determined based on theeconomic value of hypothetical underlying investments at the time of thevaluation designed to match Cycle value  at the Maturity Date.  This means youcould have a different performance than the change in the valuation of theunderlying Index during the calculation period.

Midland may  publish on a website or otherwise makeavailable Unit Values prior to the Maturity Date[.

For more information and tosee how Fair Value and Unit Value are calculated, see Appendix [II] and [III].

Risk Associated with Indices

The value of the Contract Holder’s Cycle Investment isdependent on the performance of the applicable Index. The performance of anIndex is based on changes in the values of the securities or other investmentsthat comprise or define the Index. The securities comprising or defining theIndices are subject to a variety of investment risks, many of which arecomplicated and interrelated. These risks may affect capital markets generally,specific market segments, or specific issuers. The performance of the Indicesmay fluctuate, sometimes rapidly and unpredictably. Negative Index performancemay cause the Contract Holder to realize investment losses. The historicalperformance of an Index does not guarantee future results. It is impossible to predictwhether an Index will perform positively or negatively over the course of aCycle Term.

While it is not possible to invest directly in an Index,if the Contract Holder chooses to allocate amounts to the Collared InvestmentOption, the Contract Holder is indirectly exposed to the investment risksassociated with the applicable Index. Because each Index is comprised ordefined by a collection of equity securities, each Index is largely exposed tomarket risk and issuer risk. Market risk is the risk that market fluctuationsmay cause the value of a security to fluctuate, sometimes rapidly andunpredictably. Issuer risk is the risk that the value of an issuer’s securitiesmay decline for reasons directly related to the issuer, as opposed to themarket generally. We may also add or remove Indices at our discretion. Providedbelow is a summary of important investment risks to which each Index isexposed. For more information on the Indices, see the section titled"Indices."

·        S&P 500® Index. The S&P 500® Index is comprised ofequity securities issued by large-capitalization U.S. companies. In general,large-capitalization companies may be unable to respond quickly to newcompetitive challenges, and may not be able to attain the high growth rate ofsuccessful smaller companies

·        Russell 2000^® Index. The Russell 2000^® Index iscomprised of equity securities of small-capitalization U.S. companies. Ingeneral, the securities of small-capitalization companies may be more volatile and may involve more risk than thesecurities of larger companies. Small-capitalization companies are more likelyto fail than larger companies.

·        MSCI Emerging Markets Index. The MSCI Emerging Markets Index is comprised of equitysecurities of large- and mid-capitalization companies in emerging markets. Ingeneral, large-capitalization companies may be unable to respond quickly to newcompetitive challenges, and may not be able to attain the high growth rate ofsuccessful smaller companies. Generally, the securities of mid-capitalization companiesmay be more volatile and may involve more risk than the securities of largercompanies. Mid-capitalization companies are more likely to fail than largercompanies. Securities issued by non-U.S. companies (including relateddepositary receipts) are subject to the risks related to investments in foreignmarkets (e.g., increased price volatility; changing currency exchangerates; and greater political, regulatory, and economic uncertainty). Thoserisks are typically more acute when issuers are located or operating inemerging markets. Emerging markets may be more likely to experience inflation,political turmoil, and rapid changes in economic conditions than developedmarkets. Emerging markets often have less uniformity in accounting andreporting requirements, less reliable valuations, and greater risk associatedwith custody of securities than developed markets

No Rights in the Securities Underlying the Index

When the Contract Holder allocates money to a Cycle, theContract Holder is not investing in the associated Index, or in any securitiesincluded in that Index. The Contract Holder will not have voting rights orrights to receive cash dividends or other distributions or other rights thatholders of the shares of the funds or holders of securities comprising theindexes would have. We calculate the increase in value of Cycle Investmentwithout taking into account any such distributions or dividends paid.

Discontinuation of or Substantial Change to an Index

We have the right to substitute an alternative Index priorto the Maturity Date or terminate a Cycle if the publication of one or moreIndices is discontinued or if one or more of the Indices is substantiallychanged. 

If we substitute an Index for an existing Cycle, we mayadjust the Index Value used on the Start Date to the Index Value of thesubstitute Index on the Start Date and the Unit Value as of the date wesubstitute the comparable index, taking into account the performance of thediscontinued or changed Index from the Start Date, our costs related to thesubstitution, and such other factors we deem relevant.  We would attempt tochoose a substitute Index that has a similar investment objective and riskprofile to the replaced Index.  The Cycle Term, Maturity Date, and MaturityDate Floor Rate will not change due to the substitution. We will provide Noticeto the Contract Holder if the Index for a Cycle is discontinued or changedsubstantially and the action We will take as soon as commercially reasonable.

If we terminate a Cycle, the Maturity Date will be as ofthe last Cycle Business Day prior to the date the Index is discontinued orsubstantially changed. We will use the Index Value on such date to compute theMaturity Date Unit Value and your Cycle Investment.

Payment Obligation and Financial Strength of MidlandNational

No company other than Midland National has any legalresponsibility to pay the amounts that Midland National owes under the CollaredInvestment Option.  Our General Account assets support the guarantees under theCollared Investment Option and are subject to the claims of our creditors. Assuch, the guarantees under the Collared Investment Option are subject to ourfinancial strength and claims-paying ability, and therefore, to the risk thatwe may default on those guarantees. The Contract Holder needs to consider our financial strength and claims-paying abilityin meeting the guarantees under the Collared Investment Option. The ContractHolder may obtain information on our financial condition by reviewing ourfinancial statements included in this Prospectus. Additionally, informationconcerning our business and operations is set forth in the section of thisProspectus entitled “Management's Discussion and Analysis of FinancialConditions and Results of Operation”.

Contract Holder Compliance with Requirements

In order to invest in a Cycle or take withdrawals from aCycle, the Contract Holder must comply with the requirements of the CollaredInvestment Option.  As an owner of the Insurance Contract, depositor of IRA andPlatform, or a participant of a Benefit Plan, you may have the ability todirect the Contract Holder to invest into or take withdrawals from a Cycle, asspecified in the terms of your Insurance Contract, IRA and Platform arrangementor Benefit Plan.  Although you provide timely notice to the Contract Holder ofyour direction, if the Contract Holder fails to provide us the required WrittenNotice, we have no obligation to comply with your direction to the ContractHolder.

Cybersecurity

We rely heavily on interconnected computer systems anddigital data to conduct our insurance business activities. Because ourinsurance business is highly dependent upon the effective operation of our computersystems and those of our business partners, our business is potentiallyvulnerable to disruptions from utility outages and other problems, andsusceptible to operational and information security risks resulting frominformation systems failure (hardware and software malfunctions) andcyber-attacks. These risks include, among other things, the theft, misuse,corruption and destruction of data maintained online or digitally, andunauthorized release of confidential customer information. For instance, cyber-attacksmay: interfere with our processing of Collared Investment Option transactions,including the processing of orders from our website; cause the release andpossible destruction of confidential customer or business information; impedeorder processing; subject us and/or our service providers and intermediaries toregulatory fines and financial losses; and/or cause reputational damage.

Cybersecurity risks may also affect the Indices. Breachesin cybersecurity may cause an Index’s performance to be incorrectly calculated,which could affect the calculation of values under the Collared InvestmentOption. We are not responsible for the calculation of any Index. Breaches incybersecurity may also negatively affect the value of the securities or other investmentsthat comprise or define the Index.

Collared InvestmentOption

The Collared Investment Option is a contract that providesinvestment options under an Insurance Contract, IRA, Platform or Benefit Planthat allows the Contract Holder to invest in various Cycles, each tied to theperformance of an Index, subject to the Performance Ceiling Rate and MaturityDate Floor Rate.  The Collared Investment Option consists of various CycleTypes and Cycles.

The Collared Investment Option does not involve aninvestment in any underlying portfolio of securities or financial instruments,is not an investment advisory account, and Midland National is not providingany investment advice or managing any retirement and non-retirement savingsallocated to any Cycle. The Collared Investment Option is regulated as a groupfunding agreement under insurance laws of the state of Iowa.

Cycles and Indices

Cycles and Cycle Types

The Collared Investment Option consists of Cycles.  EachCycle has a specific Index, Cycle Term, Start Date, Maturity Date, MaturityDate Floor Rate, and Performance Ceiling Rate.  A Cycle Type is all Cycleshaving the same Index, Cycle Term, and Maturity Date Floor Rate.  Cycles withina Cycle Type will have different Start Dates, Maturity Dates and PerformanceCeiling Rates. 

We may offer the following Cycles Types:

IN THIS CHART, THE HIGHEST LEVEL OF PROTECTION IS THE 0%MATURITY DATE FLOOR RATE AND LOWEST LEVEL OF PROTECTION IS THE -15% MATURITYDATE FLOOR RATE.

All Cycle Types may not be available in all states. We mayalso add Cycle Types in the future.

For each Cycle Type, we intend to offer a Cycleperiodically. There will be a Start Date and Maturity Date for each Cycle weoffer.  The Maturity Date for each offered Cycle will be the last Business Daybefore the Start Date of the Cycle following the end of the current Cycle’sTerm. For any Start Date, we may not offer a particular Cycle and we may notoffer any Cycle.  For a Start Date, we will provide the Contract Holder Noticeof each Cycle we intend to offer and the Contract Holder must provide usWritten Notice of each Cycle in which the Contact Holder intends to invest asdescribed in the “Investment in Cycles” section of this prospectus.   

Each Cycle has a Performance Ceiling Rate that we set onthe Start Date.  It represents the maximum potential increase in the Unit Valuefor a Cycle.  This limits the amount of any increase in the Cycle Investmenteven if the financial Index increased by a greater percentage than thePerformance Ceiling Rate.  There is one Performance Ceiling Rate for a Cyclewhich applies to the entire Cycle Term, not to eachyear during the Cycle Term.  For any Cycle, the Contract Holder may provide usWritten Notice of the Performance Ceiling Threshold which is the minimumPerformance Ceiling Rate for the Contract Holder’s investment into a Cycle.  Ifwe establish a Cycle with a Performance Ceiling Rate lower than the PerformanceCeiling Threshold the Contract Holder has set forth in the Written Notice forinvestment, we will not accept the Contract Holder’s investment into the Cycle.

PLEASE NOTE, GENERALLY THE HIGHER THE MATURITY DATE FLOORRATE THE LOWER THE PERFORMANCE CEILING RATE.

As further described in the “Access to the Amount of theCycle Investment - During the Cycle Term” section of this prospectus, ifamounts are withdrawn from a Cycle before the Maturity Date, any increase inthe Unit Value will be subject to the Proportional Performance Ceiling Rate,which reduces the Performance Ceiling Rate and any decrease in Unit Value isnot subject to the Maturity Date Floor Rate.  THERE IS NO DOWNSIDE PROTECTIONON AMOUNTS WITHDRAWN FROM A CYCLE PRIOR TO THE MATURITY DATE.  

Indices

The Unit Value of a Cycle of each Cycle is based on theperformance of an Index, subject to the Performance Ceiling Rate and theMaturity Date Floor Rate.  Currently, we intend to offer Cycles based on theperformance of financial Indices such as:

S&P 500 Index

The S&P 500 Index was established by Standard &Poor’s.  The S&P 500 Index includes 500 leading companies in leadingindustries of the U.S. economy, capturing 75% coverage of U.S. equities.  TheS&P 500 Index does not include dividends declared by any of the companiesincluded in this Index.

Russell 2000 Index

The Russell 2000 Index measures the performance of thesmall-cap segment of the U.S. equity universe.  The Russell 2000 is a subset ofthe Russell 3000® Index representing approximately 10% of the total marketcapitalization of that index.  It includes approximately 2000 of the smallestsecurities based on a combination of their market cap and current indexmembership.

MSCI EAFE Index

The MSCI EAFE Index is a benchmark in the United States tomeasure international equity performance.  It comprises the MSCI countryindices that represent developed markets outside of North America:  Europe,Australia and the Far East.

Please see the Cycle Investment

The Contract Holder’s Cycle Investment on any CycleBusiness Day is the number of Units credited to the Contract Holder multipliedby that day’s Unit Value.

Example 1: On a Cycle Start Date aContract Holder invests $100,000 in a Cycle. The initial Unit Value is $10.After 6 months, the Unit Value for that Cycle is $12.00.

A)     Number ofUnits = $100,000 / $10 = 10,000 Units

B)    Cycle Investment after 6 months = 10,000 * $12.00 = $120,000

Example 2: On a Cycle Start Date aContract Holder invests $90,000 in a Cycle. The initial Unit Value is $10.After 3 months, the Unit Value for that Cycle is $9.50.

A)     Number ofUnits = $90,000 / $10 = 9,000 Units

B)     CycleInvestment after 3 months = 9,000 * $9.50 = $85,500

Example 3: On a Cycle Start Date aContract Holder invests $200,000 in a Cycle. The initial Unit Value is $10.After 8 months, the Unit Value for that Cycle is $11.00.

A)     Number ofUnits = $200,000 / $10 = 20,000 Units

B)     CycleInvestment after 8 months = 20,000 * $11.00 = $220,000

Indices Disclaimers section in this prospectus forimportant information regarding the Indices.

Discontinuation of or Substantial Change to an Index

In the event that the Index for a Cycle is discontinued,or is changed substantially, we may substitute an available comparable Index orterminate the Cycle. In determining which action to take, we will consider thecosts related to the action to be taken, and such other factors we deemrelevant.

If we substitute a comparable Index, we will first seekany required regulatory approval. Then, we may adjust the Index Value used onthe Start Date to the Index Value of the substitute Index on the Start Date oradjust the Unit Value as of the date we substitute the comparable Index, takinginto account the performance of the discontinued or changed Index from theStart Date.  The Cycle Term, Maturity Date, and Maturity Date Floor Rate willnot change due to the substitution.

We would attempt to choose a new Index that has a similarinvestment objective and risk profile to the original Index.  The selectioncriteria for a suitable alternative Index may include the following:

1. There is a sufficiently largemarket in exchange traded and/or over-the counter options, futures, and similarderivative instruments based on the index to allow the Company to hedgefluctuations of the Index Value.

2. The Index is recognized is asa broad-based Index for the relevant market; and

3. The publisher of the Indexallows the Company to use the Index and other materials for a reasonable fee.

If we terminate the Cycle, the Maturity Date will be as ofthe last Cycle Business Day prior to the date the Index is discontinued orchanged. We will use the Index Value on such date to compute the Maturity DateUnit Value and each Cycle Investment.

We will provide Notice to the Contract Holder if the Indexfor a Cycle is discontinued or changed substantially and the action we willtake as soon as commercially reasonable.

Offering of Cycles andCycles for a Cycle Type

While we currently intended to offer Cycles on a periodicbasis, we reserve the right to offer Cycles infrequently.  In addition, whilewe may offer Cycles in a Written Notice, we have the right to decide at anytime until the Close of Business on each Start Date which Cycles to makeavailable on that Start Date. 

We may choose not to offer any Cycle for a Cycle Type forany period or we may decide to cease offering Cycles for a Cycle Type. If wedecide to cease offering Cycles for a Cycle Type, each outstanding Cycle withinthat Cycle Type will continue until its respective Maturity Date.

Cycle Business Day

A Cycle Business Day is, for a Cycle, a day that a StartDate or Maturity Date occurs, that Unit Value is determined, and as of whichwithdrawals from the Cycle may be taken. 

A Cycle Business Day is a day that is all of thefollowing:

1)   A Business Day.

2)   A day for which the Index Value is reported.

3)   A day that is either the Start Date or for which wereceive the Cycle’s Fair Value.

For any day that the above is not satisfied;

1)   If that day would have been a Start Date, we will usethe next Business Day for which the Index Value is reported as the Start Date.

2)   If that day would have been a Maturity Date, we will usethe next Cycle Business Day occurring after the scheduled Maturity Date.

Investment in Cycles

The Contract Holder may invest in the Cycles available ona Start Date.  We will provide Notice of each Cycle we intend to make availableand then the Contract Holder must provide Written Notice of the ContractHolder’s selection of Cycles in which the Contract Holder seeks to invest.  Bya Start Date, we must receive immediately available funds for the ContractHolder’s selected Cycles for investment.

If you are an owner of the Insurance Contract, depositorof an IRA or Platform, or a participant of a Benefit Plan for which theCollared Investment Option is available as an investment option, you may beable to direct all or part of your retirement and non-retirement savings heldin the Insurance Contract, IRA, Platform or Benefit Plan to any availableCycles.  Your ability to direct the Contract Holder to make allocations of yourretirement and non-retirement savings to a Cycle will be governed by the termsof your Insurance Contract, IRA or Platform arrangement or Benefit Plan. Actual allocation of your retirement and non-retirement savings to a Cycle willalso be subject to the Contract Holder’s compliance with the terms of, andsubject to our rights under, the Collared Investment Cycle.

Selection Cycles

We will provide the Contract Holder Notice of each Cyclewe intend to establish at least 30 calendar day(s) prior to its Start Date. For each proposed new Cycle we intend to offer, our Notice will include:

1)   The Cycle Type.

2)   The Start Date.

3)   The indicative Performance Ceiling Rate.

4)   The date and time by which the Contract Holder mustprovide Written Notice for the Contract Holder’s investment in each proposednew Cycle.

Even though we provide the Contract Holder information forCycles we intend to offer on a Start Date, we reserve the right to (i) notoffer the Cycle and (ii) change the Performance Ceiling Rate for any Cycle wesubsequently establish.

For each Cycle we offer and the Contract Holder seeks toinvest, the Contract Holder must provide us Written Notice of the following:

1)   The Cycle.

2)   The proposed investment into the Cycle and the source ofthe proposed investment, either from the amounts the Contract Holder transfersto us or from a Cycle maturing prior to the applicable Start Date.

3)   Any Performance Ceiling Threshold.

Because we determine the Performance Ceiling Rate at thetime we establish a Cycle and it may be different from the indicativePerformance Ceiling Rate, the Contract Holder may notify us in the WrittenNotice the Performance Ceiling Threshold, which is the minimum PerformanceCeiling Rate, before which we can accept the Contract Holder’s investment inthe Cycle.  If we set the Performance Ceiling Rate lower than the ContractHolder’s designated Performance Ceiling Threshold, we will not accept theContract Holder’s investment into the Cycle.

We must receive the Contract Holder’s Written Notice forinvestment into the Cycle no later than the date and time specified in ourNotice to the Contract Holder of the proposed new Cycle.  If we do not receivethe Contract Holder’s Written Notice for investment into Cycles by the requireddate and time, the Contract Holder’s Written Notice is not in good order and wemay reject the Contract Holder’s investment.

If you are the owner of the Insurance Contract, depositorof an IRA or Platform or a participant in a Benefit Plan, then the ContractHolder may provide you with information on the available Cycles and under theterms of your Insurance Contract, IRA, or Benefit Plan, the Contract Holder maygrant you the right to direct that the Contract Holder seek investment into oneor more Cycles from your retirement and non-retirement savings.  The ContractHolder will have its own rules regarding when you must provide the direction sothat the Contract Holder can provide the Written Notice required for aninvestment into a Cycle.  Although you may have provided timely notice to theContract Holder of your direction, if the Contract Holder failed to provide usthe required Written Notice, we have no obligation to comply with yourdirection to the Contract Holder.

Establishment of Cycles and Performance Ceiling Rate

On a Start Date, we will determine to establish a Cyclebased on the following factors:

1)   A minimum investment into each Cycle.

2)   A maximum investment into each Cycle.

3)   All timely Written Notices for investment into Cycles wereceived.

4)   Our ability to hedge ourobligations under each Cycle.

5)   Such other commercially reasonable factors as wedetermine from time to time.

Once we have determined to establish a Cycle, we will (i)set the Performance Ceiling Rate for each Cycle we are establishing and (ii)provide Notice to the Contract Holder of each Cycle we are establishing and itsPerformance Ceiling Rate.  We will provide the Notice no later than the StartDate.

Investment into a Cycle

For each Start Date, to accept the Contract Holder’sinvestment into a Cycle we must have received the Contract Holder’s timelyprovided Written Notice for investment into such Cycles.  For each investmentinto a Cycle, the Performance Ceiling Rate must be greater than or equal to theContract Holder’s Performance Ceiling Threshold.

A Contract Holder may submit requests to invest in a Cycleon behalf of individual [owners, depositors and participants] with differentPerformance Ceiling Thresholds.  The Contract Holder’s Written Notice mustspecify the requested investment amount attributable to each PerformanceCeiling Threshold.  We will not accept the portion of the Contract Holder’sinvestment into a Cycle attributable to a request for which the PerformanceCeiling Rate is lower than the Performance Ceiling Threshold designated by theContract Holder. For any amounts to be transferred to us for investment in aCycle, we must receive in immediately available funds by federal fundstransfer, no later than the close of the Federal Reserve Wire Transfer Systemon the Start Date.  We reserve the right to further limit, restrict, or suspendinvestments made to the Contract.

The amount of the Contract Holder’s investment into eachCycle will be equal to the lesser of:

1)   The amount contained in the Contract Holder’s WrittenNotice.

2)   The sum of:

a)   The amount received from the Contract Holder forinvestment in each Cycle by the Start Date.

And

b)   The amount from a Cycle or Cycles maturing prior to theapplicable Start Date.

And

3)   If the total amount received for investment into a Cyclefor all Contracts is more than the maximum investment into the Cycle, then apro rata share of the maximum investment into the Cycle. 

In the event that the sum exceeds the amount contained inthe Contract Holder’s Written Notice or the pro rata share of the maximuminvestment into the Cycle, we will return to the Contract Holder any excessamounts.

Example of Cycle Investment

We offer a Cycle with a 1-year Cycle Term on TuesdayDecember 17, 2019.  We will provide notice to the Contract Holder by November18, 2019.  Our Notice states that:

·        The minimum aggregate required investment is $500,000.

·        The maximum aggregate investment is $1,000,000.

·        The indicative Performance Ceiling Rate is 8%.

·        The Contract Holder must provide Written Notice of the ContractHolder’s investment by [a specified time] on December [#], 2019.

We receive a Contract Holder’s Written Notice ofInvestment by [specified time] on December [#], 2019 that the Contract Holder’sinvestment will be $750,000 and the Contract Holder’s Performance CeilingThreshold is 7.5%.

If, on the Start Date, we set the Performance CeilingRate at 7.0%, we will not accept the Contract Holder’s investment because thePerformance Ceiling Rate of 7.0% is below the Contract Holder’s PerformanceCeiling Threshold of 7.5%.

If on the Start Date, we set the Performance CeilingRate at 8.0% and:

·        If no others invest and we received from the Contract Holder$600,000, we will accept the Contract Holder’s investment of $600,000. 

·        If no other invest, we receive from the Contract Holder $600,000and the Contract Holder has $200,000 from other Cycles maturing on that date,we will accept Contract Holder’s investment of $750,000 and return to theContract Holder $50,000.

·        If others seek to invest $500,000, we receive from ContractHolder $750,000, then the Contract Holder’s pro rata share of the maximuminvestment is

$750,000 * ($1,000,000/$1,250,000) or $600,000 and wewill return the $150,000.

We will measure the Contract Holder’s Cycle Investment byUnits as set forth below in the “Value of Cycle Investment” section of thisprospectus.

Maturity of a Cycle

Each Cycle matures on its Maturity Date.  At the end of aCycle Term, the Contract Holder may request to receive all or some of theamount of the Cycle Investment as well as to apply some or all of the amount ofthe Cycle Investment to newly available Cycles.  If the Contract Holder failsto provide instructions as to the disposition of any portion of a CycleInvestment, we will return to the Contract Holder  any amounts for which wehave not received instructions by no later than 3 Business Days after the StartDate.

Value of Cycle Investment

The amount invested in a Cycle by the Contract Holder isthe Cycle Investment.  As of any Cycle Business Day, the Cycle Investment ismeasured by the number of Units of the Cycle credited to the Contract Holdermultiplied by the Unit Value, each as of that Cycle Business Day.  The CycleInvestment will reflect withdrawals and fluctuations in the Unit Value.

ON ANY CYCLE BUSINESS DAY AFTER THE START DATE, THECONTRACT HOLDER’S CYCLE INVESTMENT MAY BE LESS THAN THE AMOUNT INITIALLYINVESTED.

Units

The number of initial Units credited to the ContractHolder is the Contract Holder’s initial Cycle Investment divided by $10.00. The number of Units credited to the Contract Holder will be reduced bywithdrawals made prior to the Maturity Date.

Unit Value

For each Cycle, we will establish the Unit Value on theStart Date, and calculate the Unit Value on each Cycle Business Day and on theMaturity Date. The methods used to calculate the Unit Value on each CycleBusiness Day and on the Maturity Date are different.

On the Start Date

For each Cycle, on its Start Date, we set the initial UnitValue at $10.00.

During the Cycle Term

For each Cycle, we determine its Unit Value as of eachCycle Business Day based on its Fair Value and the Proportional PerformanceCeiling Rate.

The Fair Value of a Cycle is determined by a Fair ValueCalculation Agent and reflects the current value of the financial instrumentsthat may be purchased to provide a return equal to the change in Index Value atthe end of the Cycle Term subject to the Performance Ceiling Rate and subjectto the Maturity Date Floor Rate.  The Fair Value is based on a variety offactors considered by the Fair Value Calculation Agent, and may include thechange in the Index Value from the Start Date, volatility of the Index, changesin the interest rate environment and the time remaining to the Maturity Date. The Fair Value is determined using a formula which is determined based on theeconomic value of hypothetical underlying investments at the time of the valuationdesigned to match Cycle value at the Maturity Date.  This means you could havea different performance than the change in the valuation of the underlyingIndex during the calculation period.

Once we receive the Fair Value, we compute a preliminaryUnit Value.  The Cycle Business Day's Unit Value will equal the Cycle BusinessDay Preliminary Unit Value (see A Below) subject to being no greater than theCycle Business Day Unit Value Ceiling (see B below).

A.  Cycle Business Day Preliminary Unit Value

The Cycle BusinessDay Preliminary Unit Value equals the Cycle’s Fair Value divided by the totalnumber of Units outstanding, each as of that day.

B.   Cycle Business Day Unit Value Ceiling

If the CycleBusiness Day Preliminary Unit Value is greater than the initial Unit Value, wedetermine the Cycle Business Day Unit Value Ceiling.  The Cycle Business DayUnit Value Ceiling equals: (i) the initial Unit Value multiplied by (ii) oneplus the Proportional Performance Ceiling Rate.  The Proportional PerformanceCeiling Rate is equal to the (i) Performance Ceiling Rate multiplied by (ii)the time lapsed during the Cycle Term divided by the Cycle Term.

The Maturity Date Floor Rate does not apply during theCycle Term prior to the Maturity Date.  Thus, there is no protection againstany decrease in value of the Cycle Investment for withdrawals during the CycleTerm prior to the Maturity Date. 

See Appendix IV Unit Value Examples for illustrations.

On the Maturity Date

For each Cycle, we determine its Unit Value as of itsMaturity Date based on the change in the Index Value, the Performance CeilingRate, and the Maturity Date Floor Rate.  As of the Maturity Date, we computethe Maturity Date Preliminary Unit Value (see B below).  The Maturity Date UnitValue will equal the Maturity Date Preliminary Unit Value subject to being nogreater than the Maturity Date Unit Value Ceiling (see C below) and being noless than the Maturity Date Unit Value Floor (see D below).

A.  Change in the Index Value

The change in Index Value equals:

1)   The last reported value of the Index on the MaturityDate, minus the last reported value of the Index on the Start Date, divided by

2)   The last reported value of the Index on the Start Date.

B.   Maturity Date Preliminary Unit Value

The Maturity Date's preliminary Unit Value equals

1)   The initial Unit Value multiplied by

2)   One plus the change in Index Value, computed as setforth in A above.  

C.   Maturity Date Unit Value Ceiling

The Maturity Date'sUnit Value Ceiling equals the initial Unit Value multiplied by one plus thePerformance Ceiling Rate. 

D.  Maturity Date Unit Value Floor

The Maturity DateUnit Value Floor equals the initial Unit Value multiplied by one plus theMaturity Date Floor Rate.

See Appendix IV Unit Value Examples for illustrations.

Reporting

We will make available to the Contract Holder anelectronic portal.  For each Cycle in which the Contract Holder invests, wewill normally report on the electronic portal / through electroniccommunication means for each Cycle Business Day (i) the number of Units creditedto the Contract Holder and (ii) the Unit Value on the Business Day followingthe Cycle Business Day

At least once each year, we will send the Contract Holdera report containing information required by applicable state law and the following:

1)   The beginning date and end date for the reportingperiod.

2)   For each Cycle in which the Contract Holder has investedduring the reporting period:

a)   The Start Date, Cycle Term, Maturity Date Floor Rate,Performance Ceiling Rate, and the value of the Index on the Start Date, and ifthere was a Maturity Date, the value of the Index on the Maturity Date.

b)   The number of Units credited to the Contract Holder (i)at the beginning of the reporting period, and (ii) on the Cycle Business Day immediatelyprior to the date of the report.

c)   The number of Units redeemedand the Unit Value in connection with each withdrawal made during the currentreporting period.

d)   The Unit Value (i) at the beginning of the reportingperiod, and (ii) on the Cycle Business Day immediately prior to the date of thereport.

3)   The Index price for each Cycle on the Start Date and, atthe end of the current report period.

The Contract Holder will provide you reports as requiredunder the terms of your Insurance Contract, IRA, Platform or Benefit Plan, oras required under applicable law.  We do not provide you any reports.

Access to the Amount of the Cycle Investment

A Contract Holder may access the all or some of the amountof a Cycle Investment during the Cycle Term or at the Cycle Maturity Date.

During the Cycle Term

The Contract Holder may request to withdraw sums from aCycle before its Maturity Date by providing us Written Notice.  If the ContractHolder has invested in multiple Cycles, the Contract Holder must specify in theWritten Notice the Cycle from which we should effect the withdrawal. Withdrawal requests received by the Close of Trading on a Cycle Business Daywill be processed and the amount payable will be determined using the UnitValue, as of that Cycle Business Day. For withdrawal requests received afterthat time, the next Cycle Business Day will be used.

In Connection with a Maturity Date

In connection with all Cycles that have the same MaturityDate, we will process the Maturity Date Cycle Investment as follows:

1)   If there is a Start Date occurring on the Business Dayfollowing the Maturity Date and the Contract Holder has provided Written Noticeas specified in the “Investment in Cycles” section of this prospectus, then onthe Start Date, we will apply the Contract Holder’s Maturity Date CycleInvestment to the applicable Cycles.  To the extent the sum of the amounts wehave received and the Contract Holder’s Maturity Date Cycle Investment exceedsthe amount contained in the Contract Holder’s Written Notice, we will returnany excess amounts as described in the “Settlement” section of this prospectus.

2)   If there is no Start Date on the Business Day followingthe Maturity Date or the Contract Holder has not provided a Written Notice foran investment in new Cycles as specified in “Investmentin Cycles,” then, we will pay the Contract Holder’s Maturity Date’s CycleInvestment.

Settlement

The Company will pay the withdrawal no later than 3Business Days after the Cycle Business Day that the Company effects thewithdrawal subject to our right to defer payment.  The Company will pay anyamounts payable in connection with a Maturity Date no later than 3 BusinessDays after the Maturity Date subject to our right to defer payment.

Payment will be made as directed by the Contract Holder inthe Written Notice for the withdrawal.

The Company may defer anywithdrawal request and may defer any payment under this Contract if, due to theclosing or other disruption of financial markets or exchanges, or othercircumstances beyond the Company’s control, the Company is unable to settle thenecessary transactions prudently as reasonably determined by the Company. TheCompany may defer payments under the contract for up to six months if theinsurance regulatory authority of the state in which the contract is issuedapproves such deferral.

Direction to the Contract Holder

If you are an owner of the Insurance Contract, depositorof IRAs and Platforms, or a participant of a Benefit Plan and the CollaredInvestment Option is available as an investment option, you may be able todirect the Contract Holder to take withdrawals from a Cycle during the CycleTerm and on the Maturity Date.  The Contract Holder will have its own rulesregarding how and when you must provide the direction so that the ContractHolder can provide the Written Notice required to take a withdrawal from aCycle.  Although you may have provided timely notice to the Contract Holder ofyour direction, if the Contract Holder failed to provide us the requiredWritten Notice, we have no obligation to comply with your direction to theContract Holder.

Federal Taxes

In this part of the prospectus, we discuss the currentfederal income tax rules that generally apply to the Collared Investment Optionowned by an insurance company, bank, employer or employee benefit plan.  Thetax rules can differ, depending on the type of contract, whether qualifiedtraditional IRA or Roth IRA.

Federal income tax rules include the United States laws inthe Internal Revenue Code, and Treasury Department Regulations and IRSinterpretations of the Internal Revenue Code.  These tax rules may changewithout notice.  We cannot predict whether, when, or how these rules couldchange.  Any change could affect contracts purchased before the change. Congress may also consider proposals in the future to comprehensively reform oroverhaul the United States tax and retirement systems, which if enacted, couldaffect the tax benefits of a contract.  We cannot predict what, if any,legislation will actually be proposed or enacted.

We cannot provide detailed information on all tax aspectsof the Collared Investment Option.  Moreover, the tax aspects that apply to aparticular person’s investment may vary depending on the facts applicable tothat person.  We do not discuss state income and other state taxes, federalincome tax and withholding rules for non-U.S. taxpayers, or federal gift andestate taxes.  We also do not discuss the Employee Retirement Income Security Actof 1974 (ERISA).  You should consult a tax adviser before allocating anyaccount value from your insurance contract, IRA or employee benefit plan to theCollared Investment Option.

Additional Information About the Collared InvestmentOption

Other Contracts

We offer a variety of fixed and variable insurancecontracts with differing features, including investment options, and differingfees and charges. These contracts are different and separate from the CollaredInvestment Option offered by this prospectus.

Expenses of MidlandNational for the Collared Investment Option

In setting the Performance Ceiling Rate, we may take intoaccount that we incur expenses in connection with the Cycle, includinginsurance, distribution, investment and administrative expenses.  Inparticular, if there were no such expenses, the Performance Ceiling Rate mightbe greater.

Statutory Compliance

We have the right to change the Collared Investment Optionwithout the consent of any other person in order to comply with any laws andregulations that apply, including but not limited to changes in the InternalRevenue Code, in Treasury Regulations or in published rulings of the IRS and inU.S. Department of Labor regulations.

Any change in the Collared Investment Option must be inwriting and made by an authorized officer of Midland National.  We will provideNotice of any material change.

Changes to the Collared Investment Option

Only an authorized officer of the Midland National at itsHome Office or an employee acting pursuant to a written delegation of authorityfrom such officer may change the terms of the Collared Investment Option. Noother employee, producer, or representative of the Company may make any changein the terms of the Collared Investment Option.

The terms of the Collared Investment Option may be changedat any time by written mutual agreement of the Contract Holder and the Company.If we propose a change to the terms of the Collared Investment Option requiringwritten mutual agreement and the Contract Holder does not agree to such change,we reserve the right to cease offering to the Contract Holder new Cycles underthe terms of the Collared Investment Option.

Midland National may change the Collared Investment Optionwithout the Contract Holder’s consent to conform to federal or state laws orregulations by attaching an Endorsement or Rider.

Any change to the Collared Investment Option under thisSection will not be applied to outstanding Cycles as of the effective date ofthe change. The change shall be applicable to any new Cycles established andCycle Investments made in such Cycles on or after the effective date of thechange.

We will notify the Contract Holder in writing  before theeffective date of any such change.

Errors

The Contract Holder shall be solely responsible for theaccuracy of any Written Notice transmitted to us or our agent and thetransmission of any Written Notice shall constitute the Contract Holder’srepresentation to us that the Written Notice is accurate, complete and dulyauthorized.

Misstatement andAdjustments

We reserve the right to correct any informational oradministrative errors.

Reservationof Rights

The Company may, in its sole discretion, elect not toexercise a right or reservation specified in this Contract. Such election shallnot constitute a waiver of the right to exercise such right or reservation atany subsequent time.

Assignment

The Contract Holder may assign this Contract only with theCompany's written consent. The Contract Holder must provide Written Notice tous at least 30 calendar days before the assignment effective date. If we agree,the assignment will take effect on the date the Written Notice is signed,unless otherwise specified by the Contract Holder. We will notbe bound by any assignment untilit is filed with us.  We will not be responsible for thevalidity of any assignment. We will not be liable for any payments We makebefore recording the Written Notice of assignment.

Termination

By the Company

The Company may terminate this Contract at any time. Toterminate this Contract, the Company must provide Notice of the termination atleast 30 calendar days before the termination Effective Date.

Upon the effective date of the termination, no new Cycleswill be made available to the Contract Holder. Outstanding Cycles on theeffective date of the termination shall continue to operate as set forth inthis Contract. Upon the payment of the Cycle Investments for all outstandingCycles on the termination effective date, the Company's obligations under thisContract shall be fully discharged and no further payments will be due to theContract Holder.

By the Contract Holder

The Contract Holder may terminate this Contract at anytime. To terminate this Contract, the Contract Holder must provide Us WrittenNotice at least 30 calendar days before  the termination effective dateincluding:

(1)  the effective date of the termination by the ContractHolder; and

(2)  the Contract Holder's election to withdraw all amountsfrom the outstanding Cycles or to continue the Cycle Investments in all theoutstanding Cycles, as of the termination effective date.

If the Contract Holder elects a withdrawal of all amountsfrom all outstanding Cycles as of the termination effective date, the Companyshall  pay the Cycle Investments for all outstanding Cycles determined as ofthe termination effective date within three Business Days  after thetermination effective date. Such payment shall fully discharge the Company’sobligations under this Contract.

If the Contract Holder elects to continue the CycleInvestments in all outstanding Cycles as of the termination effective date,those Cycles shall continue to operate as set forth in this Contract. Upon thepayment of the applicable Cycle Investments for all outstanding Cycles, theCompany's obligations under this Contract shall be fully discharged and nofurther payments will be due to the Contract Holder.

Other Information

General Account

Our general obligations, including potential obligationswith respect to amounts invested in the Collared Investment Option that mayexceed the assets of the separate account, are supported by Midland National’sgeneral account and are subject to Midland National’s claims paying ability. General account assets are also available to the insurer’s general creditorsand the conduct of its routine business activities, such as the payment ofsalaries, rent and other ordinary business expenses.  An owner should look tothe financial strength of Midland National for its claims-paying ability.  Formore information about Midland National’s financial strength, review ourfinancial statements and/or check its current rating with one or more of theindependent sources that rate insurance companies for their financial strengthand stability. 

The general account is subject to regulation andsupervision by the Insurance Department of the State of Iowa and to theinsurance laws and regulations of all jurisdictions where we are authorized todo business.  The general account is not required to register as an investmentcompany under the Investment Company Act of 1940 and it is not registered as aninvestment company under the Investment Company Act of 1940.  Interest in theCollared Investment Option under the contract(s) is issued by Midland Nationaland is registered under the Securities Act of 1933.  The contract is a “coveredsecurity” under the federal securities laws.

Non-Unitized Separate Account

To support our obligations under the Collared InvestmentOption, we have established under the Iowa Insurance Law, and hold assets in,the "non-unitized" separate account. The income, gains and losses,realized or unrealized, from assets allocated to the separate account shall becredited to or charged against the account, without regard to other income,gains or losses of the Company.

We are the sole owner of the assets of the separateaccount. We may invest and trade the assets of the separate account in anymanner we choose. The only restrictions on our investments of the assets heldin the separate account are those set forth by Iowa Insurance Laws. While weplan to invest the assets of the separate account in a manner that generates areturn that approximates the change in the applicable Index, subject to thePerformance Ceiling Rate and Maturity Date Floor Rate, all benefits payable aredetermined according to the applicable Unit Value. The amounts payable underthis Contract are determined by the Unit Value, regardless of the performanceof the assets held in the Separate Account. The Contract Holder does notparticipate in the performance of the assets held in the separate account.

We may, subject to applicable state law, transfer allassets allocated to the separate account to our general account.

The separate account is not required to be registered, andis not registered, as an investment company under the Investment Company Act of1940.

Our current plan is to invest separate account assets infixed-income obligations, including but not limited to corporate bonds,mortgage-backed and asset-backed securities, government and agency issues andderivative contracts including but not limited to option contracts.  We mayalso invest in interest rate swaps.  Although the above generally describes ourplan for investing the assets supporting our obligations under the CollaredInvestment Option, we are not obligated to invest those assets according to anyparticular plan except as we may be required to by state insurance laws.

Neither the Contract Holder noryou participate in the investment results of any assets we hold in relation tothe Cycles. 

While we hold assets in a “non-unitized” separate accountwe have established under the Iowa Insurance Law to support our obligationsunder the Collared Investment Option, the Collared Investment Option is ageneral account obligation.

Distribution

The Collared Investment Option is distributed by SammonsFinancial Network, LLC (“Distributor”).  The Distributor serves as principalunderwriter of the Collared Investment Option. The offering of the CollaredInvestment Option is intended to be continuous.

The Distributor is an affiliate of Midland National, andis an indirect wholly owned subsidiary of Midland National.  The Distributor’sprincipal business address is 4546 Corporate Drive, Suite 100, West Des Moines,IA 50266.  The Distributor is registered with the SEC as a broker-dealer and isa member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  TheDistributor also acts as distributor for Midland National’s variable annuityproducts.

Midland National pays compensation to the Distributorbased on sales of the Collared Investment Option. The Distributor may paycertain affiliated and/or unaffiliated Selling broker-dealers and otherfinancial intermediaries’ additional compensation in recognition of certainexpenses that may be incurred by them or on their behalf.  The Distributor mayalso pay certain broker-dealers or other financial intermediaries’ additionalcompensation for enhanced marketing opportunities and other services (commonlyreferred to as “marketing allowances”).  Services for which such payments aremade may include, but are not limited to, the preferred placement of MidlandNational, its affiliates services and products, including but not limited tothe Collared Investment Option on a company and/or product list; salespersonnel training; product training; business reporting; technologicalsupport; due diligence and related costs; advertising, marketing and relatedservices; conferences; and/or other support services, including some that maybenefit the contract owner. Payments may be based on the amount of assets orpurchase payments attributable to contracts sold through a Selling broker-dealeror such payments may be a fixed amount.  The Distributor may also make fixedpayments to Selling broker-dealers in connection with the initiation of a newrelationship or the introduction of a new product.  These payments may serve asan incentive for Selling broker-dealers to promote the sale of particularproducts.  Additionally, as an incentive for financial professionals of Sellingbroker-dealers to promote the sale of Midland National and its affiliates’products and services, the Distributor may increase the sales compensation paidto the Selling broker-dealer for a period of time (commonly referred to as“compensation enhancements”).  Marketing allowances and sales incentives aremade out of the Distributor’s assets.  Not all Selling broker-dealers receivethese kinds of payments.

In addition, the Distributor may offer sales incentiveprograms to financial professionals who meet specified production levels forthe sale of both affiliated and unaffiliated products which provide cash andnon-cash compensation such as expense-paid trips, expense-paid educationalseminars and merchandise.

Although Midland National takes all of its costs intoaccount in establishing the level of fees and expenses in its products, anyinvestment-based and asset-based compensation paid by Midland National to theDistributor will not result in any separate charge under the CollaredInvestment Option.  All payments made will be in compliance with all applicableFINRA rules and other laws and regulations.

Legal Proceedings

Midland National and its subsidiaries, like other lifeinsurance companies, may be involved in lawsuits, including class actionlawsuits.  In some class action and other lawsuits involving insurers,substantial damages have been sought and/or material settlement payments havebeen made.  Although the outcome of any litigation cannot be predicted withcertainty, Midland National believes that, as of the date of this prospectus,there are no pending or threatened lawsuits that will have a materially adverseimpact on the ability of Sammons Financial Network, LLC to perform under itsdistribution agreement, or on the ability of the Company to meet itsobligations under the policy.

Securities Law Matters

Status Pursuant to the Securities Exchange Act of1934

We do not file reports under the 1934 Act in reliance onRule 12h-7 under the 1934 Act, which provides an exemption from the reportingrequirements of Sections 13 and 15 of the 1934 Act.

Securities and Exchange Commission Position onIndemnification

Insofar as indemnification for liabilities arising underthe Securities Act of 1933 may be permitted to directors, officers or personscontrolling Midland National pursuant to its articles of incorporation or itsbylaws or pursuant to any insurance coverage or otherwise, Midland National hasbeen informed that, in the opinion of the Securities and Exchange Commission,such indemnification is against public policy as expressed in the SecuritiesAct of 1933 and is therefore unenforceable.

Information About Midland National

Generally

We are Midland National Life Insurance Company, a stocklife insurance company.  We were organized in 1906, in South Dakota, as amutual life insurance company at that time named “The Dakota Mutual LifeInsurance Company.”  We were reincorporated as a stock life insurance company,in 1909.  Our name “Midland” was adopted in 1925.  We were re-domesticated toIowa in 1999.  We are licensed to do business in 49 states, the District ofColumbia, Puerto Rico, the Virgin Islands, Guam and the Mariana Islands. 

Midland National is a subsidiary of Sammons Enterprises,Inc., Dallas, Texas.  Sammons Enterprises has controlling or substantial stockinterests in a large number of other companies engaged in the areas ofinsurance, corporate services, and industrial distribution.

Midland National's Business

Midland National Life Insurance Company and Subsidiaries("Midland National" or the "Company") is a wholly ownedsubsidiary of Sammons Financial Group, Inc. ("SFG"). SFG is anindirect wholly owned subsidiary of Sammons Enterprises, Inc.("SEI"). Midland National has three wholly owned subsidiaries. MNLReinsurance Company ("MNL Re") and Solberg Reinsurance Company("Solberg Re") are captive reinsurance companies domiciled in Iowa.Midland National Services Corporation, LLC ("MNSC") is a DelawareLimited Liability Company created as a wholly owned subsidiary of MidlandNational to hold agreed amounts for payment of facility fees and other amountsdue under a credit facility agreement that governs a letter of creditarrangement between several SFG entities and a large commercial bank. MidlandNational offers individual life and annuity products in 49 states and theDistrict of Columbia. The Company is affiliatedthrough common ownership with North American Company for Life and HealthInsurance ("North American") and Sammons Institutional Group, Inc.("SIG").

We develop innovative products and services in order toprovide our distribution partners with a comprehensive suite of insuranceproducts and services.  We rely on feedback from customers, employees,registered representatives and agents, supplemented with a variety of industryinformation and customer databases, to develop new products to meet the demandsof an evolving market.  As a result, in addition to the Collared InvestmentOption we are typically expanding product offerings in the rapidly growingindexed annuity and life space with emphasis on multiple indexes and creditingmethods as well as innovative lifetime withdrawal features.  Our suite ofproducts is balanced across the customer spectrum.  We believe our products areconservatively designed to achieve appropriate levels of index-based interestcrediting through market cycles.  Our complementary suite of product lines isdesigned to allow us to meet profit targets and growth objectives.

We distribute our products through multiple channelsincluding independent agents, broker-dealers, benefit consultants andthird-party marketers.  In particular, we intend to continue to leverage theindependent distribution channel, which has proven to be an effective model andfocus on building relationships with a core group of distribution partners thatresult in persistency of production.

We strive to maintain profitability of our business overvarying interest rate environments by monitoring and managing a close asset andliability duration match.  We employ an asset liability management programwhich includes quarterly projections of asset and liability cash flows over a widerange of interest rate scenarios reflecting dynamic contract holder behavior.

Our operating framework includes a focus on operationalefficiency.  We intend to continue to focus on expense management and seek toidentify opportunities for increased operational efficiency, which we believeshould allow us to continue to offer competitively priced products and earnattractive returns.

Competition

The markets for insurance products and retirementsolutions are highly competitive.  We compete for customers and agents with alarge number of other insurers as well as noninsurance financial servicescompanies, such as banks, broker-dealers and investment managers, some of whichmay have greater financial resources and brand recognition than we do.  Webelieve that competition is affected by various factors, including but notlimited to, perceived financial strength and claims-paying ability, ratings,investment performance, size and strength of the agency force, distributioncapabilities, commission structure, range of product lines and product quality,price and features, customer service and general reputation.

The level of competition among providers of lifeinsurance, annuities and other retirement solutions products may increase as aresult of the continuing consolidation of the financial services industry. Mergers and consolidations could increase, as companies seek to improve theircompetitive position through increased market share, economies of scale anddiversification of products and services.

Risk Factors Related toMidland National and Its Business

The operating results of life and annuityinsurance companies as reported under statutory accounting principles havehistorically been subject to significant fluctuations. The financial positionand operating results of Midland National are subject to certain risk factorsdiscussed more fully below.

Weare exposed to significant financial and capital markets risks that mayadversely affect our results of operations, financial condition and liquidity,and may cause our net investment income to vary from period to period.

We are exposed to significant financial and capitalmarkets risks, including changes in interest rates, credit spreads, equityprices, real estate markets, market volatility, global economic performance ingeneral, the performance of specific obligors, including governments, includedin our investment portfolio and other factors outside our control.

Interest rate risk.  Some of our products,principally life insurance and fixed annuities, expose us to the risk thatchanges in interest rates will reduce our investment margin or “spread,” or thedifference between the amounts that we are obligated to pay under the contractsin our general account and the rate of return we earn on general account investmentsintended to support obligations under such contracts.  Our spread is a keycomponent of our net income.

During periods when interest rates are low, we may beforced to reinvest proceeds from investments that have matured or have beenprepaid or sold at lower yields, which will reduce our investment margin. Moreover, during periods when interest rates are low, borrowers may prepay orredeem fixed income securities and mortgage loans in our investment portfoliowith greater frequency in order to borrow at lower market rates, therebyexacerbating this risk.  Although lowering interest crediting rates can helpoffset decreases in spreads on some products, our ability to lower these ratescould be limited by competition or contractually guaranteed minimum rates andmay not match the timing or magnitude of changes in asset yields.  As a result,our spread could decrease or potentially become negative.

A decline in market interest rates could also reduce ourreturn on investments that do not support particular policy obligations. During periods of sustained lower interest rates, policy liabilities may not besufficient to meet future policy obligations and may need to be strengthened. Accordingly, declining and sustained lower interest rates may materially affectour results of operations, financial position and cash flows and significantlyreduce our profitability.

Increases in market interest rates could also negativelyaffect our profitability.  In periods of rapidly increasing interest rates, wemay not be able to replace, in a timely manner, the investments in our generalaccount with higher yielding investments needed to fund the higher creditingrates necessary to keep interest sensitive products competitive.  We,therefore, may have to accept a lower spread and, thus, lower profitability orface a decline in sales and greater loss of existing contracts and relatedassets.  In addition, policy loans, surrenders and withdrawals may tend toincrease as contract holders seek investments with higher perceived returns asinterest rates rise.  This process may result in cash outflows requiring thatwe sell investments at a time when the prices of those investments areadversely affected by the increase in market interest rates, which may resultin realized investment losses.   An increase in market interest rates couldalso have a material adverse effect on the value of our investment portfolio,for example, by decreasing the estimated fair values of the fixed incomesecurities that comprise a substantial portion of our investment portfolio.

Although we take measures to manage the economic risks ofinvesting in a changing interest rate environment, we may not be able tomitigate the interest rate risk of our fixed income investments relative to ourliabilities.

Credit Spreads.  Ourexposure to credit spreads primarily relates to market price volatility andcash flow variability associated with changes in such spreads.  Marketvolatility can make it difficult to value certain of our securities if tradingbecomes less frequent.  In such case, valuations may include assumptions orestimates that may have significant period-to-period changes, which could havea material adverse effect on our results of operations or financial condition. If there is a resumption of significant volatility in the markets, it couldcause changes in credit spreads and defaults and a lack of pricing transparencywhich, individually or in tandem, could have a material adverse effect on ourresults of operations, financial condition, liquidity or cash flows.

Equity Risk.  Our primary exposure to equity riskrelates to the potential for lower earnings associated with certain of ourbusinesses where fee income is earned based upon the estimated fair value ofthe assets under administration.  Downturns and volatility in securitiesmarkets can have an adverse effect on the revenues and investment returns fromour investment products and services.

In addition, we invest a portion of our investments inleveraged buy-out funds, hedge funds and other private equity funds.  Theamount and timing of net investment income from such funds tends to be unevenas a result of the performance of the underlying investments.  The timing ofdistributions from such funds, which depends on particular events relating tothe underlying investments, as well as the funds’ schedules for makingdistributions and their needs for cash, can be difficult to predict. Significant volatility could adversely impact returns and net investment incomeon these alternative investment classes.  In addition, the estimated fair valueof such investments may be impacted by downturns or volatility in securitiesmarkets.

Real Estate Risk.  Our primary exposure to realestate risk relates to residential mortgage-backed securities (“RMBS”),commercial mortgage-backed securities (“CMBS”) and residential and commercialmortgage loans.  Our exposure to these risks stems from various factors,including real estate supply and demand and interest rate fluctuations. General economic conditions and the recovery rate in the real estate sectorswill continue to influence the performance of these investments.  Thesefactors, which are beyond our control, could have a material adverse effect onour results of operations, financial condition, liquidity or cash flows.

Credit Risk.  There is a risk that issuers of ourinvestments may default or that other parties may not be able to pay amountsdue to us and our subsidiaries.  We manage our investments to limit credit riskby diversifying our portfolio among various security types and industrysectors.  In addition, we take into account default risk in our productpricing.  Although we believe that we carefully manage these risks, there canbe no guarantee that credit risk will be managed successfully in allsituations.  Any failure to successfully manage credit risk could have amaterial adverse effect on our results of operations, financial condition,liquidity or cash flows.

Ourparticipation in securities lending programs and a repurchase program subjectsus to potential liquidity and other risks.

We participate in a repurchase program, which isconsidered part of a securities lending program, whereby we sell fixed incomesecurities to third-party repurchase counterparties, primarily major brokeragefirms and commercial banks, with a concurrent agreement to repurchase thosesame securities at a determined future date.  Our policy requires that, at alltimes during the term of the repurchase agreements, cash or other types ofcollateral provided are sufficient to allow the counterparty to fundsubstantially all of the cost of purchasing replacement assets.  The cashproceeds received under the repurchase program are typically invested in fixedincome securities and cannot be returned prior to the scheduled repurchasedate; however, market conditions on the repurchase date may limit our abilityto enter into new agreements.  The repurchase of securities or our inability toenter into new repurchase agreements would require usto return the cash collateral proceeds associated with such transactions on therepurchase or maturity date.

For repurchase transactions, in some cases, the maturityof the securities held as invested collateral (i.e., securities that we havepurchased with cash collateral received) may exceed the term of the relatedsecurities under repurchase agreements and the estimated fair value may fallbelow the amount of cash received as collateral and invested.  If we arerequired to return significant amounts of cash collateral on short notice andwe are forced to sell securities to meet the return obligation, we may havedifficulty selling such collateral that is invested in securities in a timelymanner, be forced to sell securities in a volatile or illiquid market for lessthan we otherwise would have been able to realize under normal marketconditions, or both.  In addition, under adverse capital market and economicconditions, liquidity may broadly deteriorate, which would further restrict ourability to sell securities.  If we decrease the amount of our securitieslending and repurchase activities over time, the amount of net investmentincome generated by these activities will also likely decline.

Also, Iowa law limits the amount of securities lending(which encompasses our repurchase program) to 10% of the relevant insurancecompany’s legal reserve (the net present value of all outstanding policies andcontracts involving life contingencies).  As of December 31, 2018, MidlandNational’s securities lending was 9.54% of its legal reserves.  If thislimitation was reduced to a lower percentage, our investment income would bereduced and we might be forced to liquidate investment assets to addressongoing cash requirements.  However, we are not currently aware of any pendinglegislation or initiatives to amend the relevant statute.

Wemay have difficulty selling certain holdings in our investment portfolio in atimely manner and realizing full value given their illiquid nature.

There may be a limited market for certain investments wehold in our investment portfolio, making them relatively illiquid.  Theseinclude privately-placed fixed maturity securities, mortgage loans, policyloans, leveraged leases, equity real estate, such as real estate joint venturesand funds, and other limited partnership interests.  In recent years, even someof our very high quality investments experienced reduced liquidity duringperiods of market volatility or disruption.  If we were forced to sell certainof our investments during periods of market volatility or disruption, marketprices may be lower than our carrying value in such investments.  In the eventof a forced sale, accounting guidance requires the recognition of a loss forsecurities in an unrealized loss position and may require the impairment ofother securities based on our ability to hold those securities, which wouldnegatively impact our financial condition.  This could result in realizedlosses which could have a material adverse effect on our net income andfinancial position.

Thedetermination of the amount of allowances and impairments taken on ourinvestments is highly subjective and could materially impact our business,financial condition and results of operations.

The determination of the amount of allowances and impairmentsvary by investment type and is based on our periodic case-by-case evaluationand assessment of known and inherent risks associated with the respective assetclass.  Such evaluations and assessments are revised as conditions change andnew information becomes available.  Management updates its evaluationsregularly and reflects changes in allowances and impairments in operations assuch evaluations are revised.  Such evaluations and assessments can changesignificantly from period to period, especially in times of high marketvolatility.  There can be no assurance that management has accurately assessedthe level of impairments taken and allowances reflected in the financialstatements.  Furthermore, additional impairments may need to be taken or allowancesprovided for in the future.  Historical trends may not be indicative of futureimpairments or allowances.

Defaults on commercial mortgageloans and volatility in performance may adversely affect our business,financial condition and results of operations.

Commercial mortgage loans face heightened delinquency anddefault risk due to economic conditions which have had a negative impact on theperformance of the underlying collateral, resulting in declining values and anadverse impact on the obligors of such instruments.  An increase in the defaultrate of our commercial mortgage loan investments could have an adverse effecton our business, financial condition and results of operations.

In addition, the carrying value of commercial mortgageloans is negatively impacted by such factors.  The carrying value of commercialmortgage loans is stated at outstanding principal less any loan loss allowancesrecognized.  Considerations in determining allowances include, but are notlimited to, the following:  (i) declining debt service coverage ratios andincreasing loan to value ratios; (ii) bankruptcy filings of major tenantsor affiliates of the borrower on the property; (iii) catastrophic eventsat the property; and (iv) other subjective events or factors, includingwhether the terms of the debt will be restructured.  There can be no assurancethat management’s assessment of loan loss allowances on commercial mortgageloans will not change in future periods, which could lead to investment losses.

GPIMmanages our portfolio pursuant to broad authority and we do not approve eachinvestment decision made by GPIM, which could result in investment returns thatare substantially below expectations or that result in losses.

Our portfolio is managed externally, by an affiliatedcompany, Guggenheim Partners Investment Management, LLC (“GPIM”).  Ourinvestment portfolio adheres to investment guidelines and policies and risklimits, however our advisor is allowed considerable discretion within thecontext of an Enterprise Risk Management (“ERM”) overlay as well as othercompliance measures authorized by our Investment Committee, of which ourinvestment manager is not a member.  The discretion afforded to GPIM may resultin investment returns that are substantially below expectations or that resultin losses, which would materially and adversely affect our business operationsand results.  Our historical investment performance should not be considered asindicative of future results of our investment portfolio.

Ifwe do not appropriately structure our hedges in relation to our anticipatedliabilities, our ability to conduct our businesses could be adversely affected.

We actively seek to hedge our securities market exposure,including exposure through the writing of indexed annuity products and indexeduniversal life products.  Our ability to measure and manage risk and toimplement our investment strategy and hedging arrangements is crucial to oursuccess.  If we do not properly structure such hedges to meet our expectedliabilities, we could be forced to liquidate investments in order to pay anydifference between the amount paid under the hedges and the amounts due forsuch liabilities, which could have an adverse impact on our financial conditionor results of operations.

The success of our investment strategy and hedgingarrangements will also be affected by general economic conditions.  Theseconditions may cause volatile interest rates and securities markets, which inturn could increase the cost of hedging.  Volatility or illiquidity in themarkets could significantly and negatively affect our ability to appropriatelyexecute our hedging strategies.

A downgrade or a potentialdowngrade in Midland National’s financial strength ratings could harm ourcompetitive position.

Rating agencies regularly review the financial performanceand condition of insurers, including Midland National.  The current financialstrength/claims paying ability ratings for Midland National as assigned byS&P, A.M. Best and Fitch were A+ (Strong), A+ (Superior) and A+,respectively.  These ratings indicate a rating agency’s view of our ability tomeet the obligations applicable to our in-force insurance contracts.

The rating agencies assign ratings based uponconsideration of several qualitative and quantitative factors, including therated company’s operating performance and investment results, products, riskprofile, and capital resources.  The rating agencies may also consider factorsthat may be outside of the rated company’s control, including changes ingeneral economic conditions or their sentiment towards a particular industry. A downgrade in the ratings of Midland National could have an adverse effect onour business, financial condition and results of operations.  In addition, adowngrade in the ratings of Midland National could adversely affect, amongother things, (a) its ability to sell certain of its products,(b) the rate of contract surrenders and withdrawals and (c) thereturn on the insurance and annuity products it issues and, ultimately, theresults of its operations.  In addition, there can be no assurance that arating will be maintained for any given period of time or that a rating willnot be lowered or withdrawn in its entirety.

We cannot predict what actions rating agencies may take inthe future that could adversely affect our business.  As with other companiesin the financial services industry, our ratings could be downgraded at any timeand without any notice by any rating agency, and any such downgrade couldadversely affect our business, financial condition and results of operations.

Wemay not be able to mitigate the reserve strain associated withRegulation 830 and NAIC Actuarial Guideline 38, potentially resulting in anegative impact on our capital position or in a need to increase prices and/orreduce sales of term or universal life products.

The NAIC Model Regulation entitled “Valuation of LifeInsurance Policies,” commonly known as “Regulation 830” or “Model #830,”requires insurers to establish additional statutory reserves for certain termlife insurance policies with long-term premium guarantees and for certainuniversal life policies with secondary guarantees.  In addition, NAIC ActuarialGuideline 38 (“AG38”) clarifies the application of Model #830 with respect tocertain universal life insurance policies with secondary guarantees.  Many ofour term insurance products and an increasing number of our universal lifeinsurance products are affected by Model #830 and AG38, respectively.  Theapplication of both Model #830 and AG38 involves numerous interpretations.  Attimes, there may be differences of opinion between management and stateinsurance departments regarding the application of these and other actuarialstandards.  Such differences of opinion may lead to a state insurance regulatorrequiring greater reserves to support insurance liabilities than managementestimated.

Model # 830 and AG38 require Midland National toestablish statutory reserves for applicable term and universal life products ata level that exceeds what the company’s actuarial assumptions for theapplicable business would otherwise require.  We have implemented, and mayimplement in the future, reinsurance and capital management actions to mitigatethe capital impact of Model #830 and AG38, including the use of letters ofcredit and the implementation of other transactions that provide acceptablecollateral to support the reinsurance of the liabilities to wholly ownedreinsurance captives or to third-party reinsurers.  These arrangements aresubject to review by state insurance regulators.

As of January 1, 2015, our insurance companysubsidiaries became subject to a new actuarial guideline, NAIC ActuarialGuideline 48 (“AG48”), that affects the types of assets insurance companies canuse in captive reinsurance companies to back thereserves they hold for term and universal life products.  Specifically, AG48prescribes an actuarial method to determine the portion of the assets held tosupport reserves for certain term and universal life policies that must be“primary securities,” which are defined as cash and securities rated by theSecurities Valuation Office of the NAIC (subject to some limited exceptions)or, in limited cases, certain other assets.  AG48 provides that reserves inexcess of those calculated with the prescribed actuarial method may besupported or financed with a broader range of assets, referred to as “othersecurities.”  AG48 applies to certain term and universal life insurancepolicies written from and after January 1, 2015, or written prior toJanuary 1, 2015, but not included in a captive reinsurer financingarrangement as of December 31, 2014.  The NAIC adopted a revised Creditfor Reinsurance Model Law in January 2016 and the Term and Universal LifeInsurance Reserve Financing Model Regulation in December 2016 to replace AG48. The model regulation is consistent with AG48, and will replace AG48 in a stateupon the state’s adoption of the model law and regulation.  EffectiveJuly 1, 2017, Iowa has enacted a version of the revised Credit forReinsurance Model Law.  Until such time as the Iowa Insurance Division (the“IID”) adopts a version of the Term and Universal Life Insurance ReserveFinancing Model Regulation, AG48 will continue to apply to Midland National.

We cannot provide assurance that there will not beregulatory challenges to the reinsurance and capital management actions we havetaken to date, or those we may take in the future, or that acceptablecollateral obtained through such transactions will continue to be available oravailable on a cost-effective basis.  The result of those potential challenges,as well as the inability to obtain acceptable collateral, could require us toincrease statutory reserves, incur higher operating and/or tax costs or reducesales.

Certain of the reserve financing facilities we have put inplace will mature prior to the run off of the liabilities they support.  As aresult, we cannot provide assurance that we will be able to continue toimplement actions either to mitigate the impact of Model #830, AG38 and AG48 onfuture sales of term and universal life insurance products or maintaincollateral support related to our captives or existing third-party reinsurancearrangements to which one of our captive reinsurance subsidiaries is a party. If we are unable to continue to implement those actions or maintain existingcollateral support, we may be required to increase statutory reserves or incurhigher operating costs than we currently anticipate.  Because term anduniversal life insurance are particularly price-sensitive products, anyincrease in premiums charged on these products to compensate us for theincreased statutory reserve requirements or higher costs of reinsurance mayresult in a significant loss of volume and materially and adversely affect ourlife insurance business.

In addition, in December 2012, the NAIC approved a newvaluation manual containing a principles-based approach to life insurancecompany reserves.  Principles-based reserving is designed to tailor thereserving process to specific products in an effort to create more precisereserving.  The new requirements allowed for a phase in period and MidlandNational elected to apply principles-based reserving to certain individual lifepolicies issued during 2019 and all new individual life business issuedJanuary 1, 2020 and later.  Principles-based reserving will notaffect reserves for policies in force prior to adoption.      

Asignificant portion of our institutional funding is obtained from a FederalHome Loan Bank, which subjects us to liquidity risks associated with sourcing alarge concentration of our funding from one counterparty.

A significant portion of our institutional funding isobtained from the FHLB, which primarily serves as a source of funding tocomplement our securities lending program.  As of December 31, 2018, wehad $2.3 billion of FHLB borrowings outstanding.  Should the FHLB chooseto change its definition of eligible collateral, or if the market value of thepledged collateral decreases in value due to changes in interest rates orcredit ratings, we may be required to post additional amounts of collateral inthe form of cash or other eligible collateral.  Additionally, we may berequired to find other sources to replace this fundingif we lose access to the FHLB funding.  This could occur if ourcreditworthiness falls below either of the FHLB’s requirements or iflegislative or other political actions cause changes to the FHLB’s mandate orto the eligibility of life insurance companies to be members of the FHLBsystem.

Ourproducts and services are complex and are frequently sold throughintermediaries, and a failure to properly perform services or themisrepresentation of our products or services could have an adverse effect onour revenues and income.

Many of our products and services are complex and arefrequently sold through intermediaries.  In particular, our insurancebusinesses are reliant on intermediaries to describe and explain our productsto their potential customers, and although we take precautions to avoid thisresult, such intermediaries may be deemed to have acted on our behalf.  Theintentional or unintentional misrepresentation of our products and services inadvertising materials or other external communications, or inappropriateactivities by our personnel or an intermediary, could result in liability forus and have an adverse effect on our reputation and business prospects, as wellas lead to potential regulatory actions or litigation.

Theinsurance business is a heavily regulated industry and changes in state andfederal regulation may affect our profitability.

We are subject to regulation under applicable insurancestatutes, including insurance holding company statutes, in the various statesin which Midland National transacts business.  Midland National is domiciled inIowa and is licensed to transact its insurance business in, and is subject toregulation and supervision by, insurance regulators in all U.S. states andterritories, except New York and American Samoa.  The ability of MidlandNational to continue to conduct its business is dependent upon the maintenanceof its licenses in these various jurisdictions.

State insurance lawsregulate most aspects of Midland National’s insurance business.  Insurance regulatoryauthorities in the United States have broad administrative powers with respectto, among other things:

·        licensing companies and agents to transact business;

·        calculating the value of assets to determine compliance withstatutory requirements;

·        mandating certain insurance benefits;

·        regulating certain premium rates;

·        reviewing and approving policy forms;

·        regulating unfair trade and claims practices, including throughthe imposition of restrictions on marketing and sales practices, distributionarrangements and payment of inducements;

·        establishing and revising statutory capital and reserverequirements and solvency standards;

·        fixing maximum interest rates on insurance policy loans andminimum rates for guaranteed crediting rates on life insurance policies andInsurance Contracts;

·        approving future rate increases;

·        approving changes in control of insurance companies;

·        restricting the payment of dividends and other transactionsbetween affiliates; and

·        regulating the types, amounts and valuation of investments.

We face risks relating tolitigation, including the costs of such litigation, management distraction andthe potential for damage awards, which may adversely impact our business.

We are occasionally involved in litigation, both as adefendant and as a plaintiff.  In addition, state regulatory bodies, such asstate insurance departments, the SEC, FINRA, the DOL and other regulatorybodies regularly make inquiries and conduct examinations or investigationsconcerning our compliance with, among other things, insurance laws, securitieslaws, ERISA, and laws governing the activities of broker-dealers.  Suchregulatory examinations and investigations may result in fines, recommendationsfor corrective action or other regulatory actions.  Companies in the life insuranceand annuity business have faced litigation, including class action lawsuits,alleging improper product design, improper sales practices and similar claims. Plaintiffs in class action and other lawsuits against Midland National may seekvery large or indeterminate amounts, including compensatory, liquidated,punitive and/or treble damages, which may remain unknown for substantialperiods of time.  Civil jury verdicts have been returned against insurers andother financial services companies involving sales, underwriting practices,product design, product disclosure, administration, denial or delay ofbenefits, charging excessive or impermissible fees, recommending unsuitableproducts to customers, breaching fiduciary or other duties to customers, refundor claims practices, alleged agent misconduct, failure to properly superviserepresentatives, relationships with agents or other persons with whom theinsurer does business, payment of sales or other contingent commissions andother matters.  Such lawsuits can result in substantial judgments that aredisproportionate to actual damages, including material amounts of punitive ornon-economic compensatory damages.  In some states, juries, judges andarbitrators have substantial discretion in awarding punitive, or non-economic,compensatory damages, which creates the potential for unpredictable materialadverse judgments or awards in any given lawsuit or arbitration.  Arbitrationawards are subject to very limited appellate review.  In addition, in some classaction and other lawsuits, financial services companies have made materialsettlement payments.  In any event, responding to any such inquiries,examinations, investigations and lawsuits, regardless of the ultimate outcomeof the proceeding, is time-consuming and expensive and can divert the time andeffort of our management from its business.  Moreover, even if we ultimatelyprevail in any such litigation, regulatory action or investigation, we couldsuffer significant harm to our reputation, which could have a material adverseeffect on our business, financial condition and results of operations,including our ability to attract new customers, retain current customers andrecruit and retain employees and agents.

Changesin federal income taxation laws, including any reduction in individual incometax rates, may affect sales of our products and profitability.

The annuity and life insurance products that we marketgenerally provide the contract holder with certain federal income taxadvantages.  For example, federal income taxation on any increases innon-qualified Insurance Contract values (i.e. the “inside build-up”) isdeferred until it is received by the contract holder.  With other savingsinvestments, such as certificates of deposit and taxable bonds, the increase invalue is generally taxed each year as it is realized.  Additionally, lifeinsurance death benefits are generally exempt from income tax.

From time to time, various tax law changes have beenproposed that could have an adverse effect on our business, including theelimination of all or a portion of the income tax advantages described abovefor annuities and life insurance.  If legislation were enacted to eliminate allor a portion of the tax deferral for annuities, such a change would have an adverseeffect on our ability to sell non-qualified annuities.  Non-qualified annuitiesare annuities that are not sold to a qualified retirement vehicle.

The amount of Midland National’sstatutory capital it must hold can vary significantly from time to time and issensitive to a number of factors outside of our control, including securitiesmarket and credit market conditions.

Insurance regulators and the NAIC prescribe accountingstandards and statutory capital and reserve requirements for SFG’s insurancecompany subsidiaries.  The NAIC has established regulations that provideminimum capitalization requirements based on RBC formulas for life, health andproperty and casualty companies.  The RBC formula for life companiesestablishes capital requirements relating to insurance, business, asset andinterest rate risks, including equity, interest rate and expense recovery risksassociated with variable life, annuities and group annuities that contain deathbenefits or certain living benefits.

In any particular year, statutory surplus amounts and RBCratios may increase or decrease depending on a variety of factors, includingthe amount of statutory income or losses, the amount of additional capitalMidland National must hold to support business growth, changes in securitiesmarket levels, the value of certain fixed maturity and equity securities inMidland National’s investment portfolio, changes in interest rates, as well aschanges to the NAIC RBC formulas.  Increases in the amount of requiredstatutory reserves reduce the statutory capital used in calculating MidlandNational’s RBC ratios.

Reinsurancemay not be available, affordable or adequate to protect us against losses.

As part of our overall risk managementstrategy, we purchase reinsurance for certain risks underwritten by our variousbusiness segments.  While reinsurance agreements generally bind the reinsurerfor the life of the business reinsured at generally fixed pricing, marketconditions beyond our control determine the availability and cost of thereinsurance protection for new business.  In certain circumstances, the priceof reinsurance for business already reinsured may also increase.  Any decreasein the amount of reinsurance will increase our risk of loss and any increase inthe cost of reinsurance will, absent a decrease in the amount of reinsurance,reduce our earnings.  Accordingly, we may be forced to incur additionalexpenses for reinsurance or may not be able to obtain sufficient reinsurance onacceptable terms, which could adversely affect our ability to write futurebusiness or result in the assumption of more risk with respect to thosepolicies we issue Ifthe counterparties to our reinsurance or indemnification arrangements or to thederivatives we use to hedge our business risks default or fail to perform, wemay be exposed to risks we had sought to mitigate, which could materiallyadversely affect our financial condition and results of operations.

We use reinsurance, indemnification and derivatives tomitigate our risks in various circumstances.  In general, reinsurance does notrelieve us of our direct liability to our contract holders, even when thereinsurer is liable to us.  Accordingly, we bear credit risk with respect toour reinsurers and indemnitors.  A reinsurer’s or indemnitor’s insolvency,inability or unwillingness to make payments under the terms of reinsuranceagreements or indemnity agreements with us could have a material adverse effecton our financial condition and results of operations, including our liquidity.

In addition, we use derivatives to hedge various businessrisks.  We enter into a variety of derivatives, including options, forwards,interest rate, credit default and currency swaps with a number ofcounterparties.  If our counterparties fail or refuse to honor theirobligations under these derivatives, our hedges of the related risk will beineffective.  This risk is more pronounced in light of the stresses suffered byfinancial institutions over the past few years.  Such failure could have amaterial adverse effect on our financial condition and results of operations.

Differences between actual claimsexperience and underwriting and reserving assumptions may adversely affect ourfinancial results.

Our earnings significantly depend upon the extent to whichour actual claims experience is consistent with the assumptions we use insetting prices for our products and establishing liabilities for future policybenefits and claims.  Such amounts are established based on estimates byactuaries of how much we will need to pay for future benefits and claims.  Tothe extent that actual claims experience is less favorable than the underlyingassumptions we used in establishing such liabilities, we could be required toincrease our liabilities.

Due to the nature of the underlying risks and the highdegree of uncertainty associated with the determination of liabilities forfuture policy benefits and claims, we cannot determine precisely the amountswhich we will ultimately pay to settle our liabilities.  Such amounts may varyfrom the estimated amounts, particularly when those payments may not occuruntil well into the future (including deviations resulting from errors in thecalculation of estimated amounts).  We evaluate our liabilities periodicallybased on accounting requirements, which change from time to time, theassumptions used to establish the liabilities, as well as our actualexperience.  If the liabilities originally established for future benefitpayments prove inadequate, we must increase them.  Such increases would affectearnings negatively in the period in which the increase is made and have amaterial adverse effect on our business, results of operations and financialcondition.

Ourrisk management policies and procedures, including hedging programs, may proveinadequate for the risks we face, which could negatively affect our business orresult in losses.

We have developed risk management policies and proceduresand expect to continue to do so in the future.  Nonetheless, our policies andprocedures to identify, monitor and manage risks may not be fully effective,particularly during extremely turbulent times.  Many of our methods of managingrisk and exposures are based upon observed historical market behavior orstatistics based on historical models.  As a result, these methods may notpredict future exposures, which could be significantly greater than historicalmeasures indicate.  Other risk management methods depend on the evaluation ofinformation regarding markets, customers, catastrophe occurrence or othermatters that is publicly available or otherwise accessible to us.  Thisinformation may not always be accurate, complete, up-to-date or properlyevaluated.  Management of operational, legal and regulatory risks requires,among other things, policies and procedures to record and verify large numbersof transactions and events.  These policies and procedures may not be fullyeffective.

We employ various strategies, including hedging andreinsurance, with the objective of mitigating risks inherent in our businessand operations.  These risks include current or future changes in the fairvalue of our assets and liabilities, current or future changes in cash flows,the effect of interest rates, securities markets and credit spread changes, theoccurrence of credit defaults, currency fluctuations and changes in mortalityand longevity.  We seek to control these risks by, among other things, enteringinto reinsurance contracts and derivative instruments, such as swaps, options,futures and forward contracts.  Developing an effective strategy for dealingwith these risks is complex, and no strategy can completely insulate us fromsuch risks.  Our hedging strategies also rely on assumptions and projectionsregarding our assets, liabilities, general market factors and thecreditworthiness of our counterparties that may prove to be incorrect or proveto be inadequate.  Accordingly, our hedging activities may not have the desiredbeneficial impact on our results of operations or financial condition.  Hedgingstrategies involve transaction costs and other costs, and if we terminate ahedging arrangement, we may also be required to pay additional costs, such astransaction fees or breakage costs.  We may incur losses on transactions aftertaking into account our hedging strategies.  Further, the nature, timing,design or execution of our hedging transactions could actually increase ourrisks and losses.  Our hedging strategies and the derivatives that we use, or may use in the future, may not adequatelymitigate or offset the hedged risk and our hedging transactions may result inlosses.

Weface competition from companies that have greater financial resources, broaderarrays of products, higher ratings and stronger financial performance, whichmay impair our ability to retain existing customers, attract new customers andmaintain our profitability and financial strength.

We operate in a highly competitive industry.  Many of ourcompetitors are substantially larger and enjoy substantially greater financialresources, higher ratings by rating agencies, broader and more diversifiedproduct lines and more widespread agency relationships.  Our annuity products competewith index, fixed rate and variable annuities sold by other insurance companiesand also with mutual fund products, traditional bank investments and otherretirement funding alternatives offered by asset managers, banks andbroker-dealers.  Our insurance products compete with those of other insurancecompanies, financial intermediaries and other institutions based on a number offactors, including premium rates, policy terms and conditions, service providedto distribution channels and contract holders, ratings by rating agencies,reputation and commission structures.

Our ability to compete depends in part on returns andother benefits we make available to our contract holders through our lifeinsurance and annuity products.  We will not be able to accumulate and retainassets under management for our products if our investment results underperformthe market or the competition, since such underperformance likely would resultin asset withdrawals and reduced sales.

The level of competition among providers of lifeinsurance, annuities and other retirement solutions products may increase as aresult of the continuing consolidation of the financial services industry. Mergers and consolidations could increase, as companies seek to improve theircompetitive position through increased market share, economies of scale anddiversification of products and services.

We compete for distribution sources for our products.  Webelieve that our success in competing for distributors depends on our financialstrength, the services we provide to and the relationships we develop withthese distributors, as well as offering competitive commission structures.  Ourdistributors are generally free to sell products from whichever providers theywish, which makes it important for us to continually offer distributorsproducts and services they find attractive.  If our products or services fallshort of distributors’ needs, we may not be able to establish and maintainsatisfactory relationships with distributors of our life insurance and annuityproducts.  Our ability to compete in the past has also depended in part on ourability to develop innovative new products and bring them to market morequickly than our competitors.  In order for us to compete in the future, wewill need to continue to bring innovative products to market in a timelyfashion.  Otherwise, our revenues and profitability could suffer.

Guaranteeswithin certain of our products may decrease our earnings, increase thevolatility of our results, result in higher risk costs and expose us toincreased counterparty risk.

Certain of our life and annuity products includeguaranteed benefits, including guaranteed minimum death benefits, guaranteedminimum withdrawal benefits, guaranteed minimum accumulation benefits, and guaranteedminimum income benefits.  These guarantees are designed to protect contractholders against significant downturns in securities markets and interestrates.  Any such periods of significant and sustained downturns in securitiesmarkets, increased equity volatility, or reduced interest rates could result inan increase in the valuation of our liabilities associated with thoseproducts.  An increase in these liabilities would result in a decrease in ournet income.

We use hedging and risk management strategies to mitigatethe liability exposure and the volatility of net income associated with theseliabilities.  These strategies involve the use of reinsurance and derivatives, which may not be completely effective.  For example, inthe event that reinsurers or derivative counterparties are unable or unwillingto pay, we remain liable for the guaranteed benefits.

In addition, hedging instruments may not effectivelyoffset the costs of guarantees or may otherwise be insufficient in relation toour obligations.  Furthermore, we are subject to the risk that changes incontract holder behavior or mortality, combined with adverse market events,produce economic losses not addressed by the risk management techniquesemployed.  These, individually or collectively, may have a material adverseeffect on our results of operations, including net income, financial conditionor liquidity.

Directors, Executive Officers and CorporateGovernance

[To be added by pre-effective amendment.]

Executive Compensation

This section is a review, summary and overview of ourexecutive compensation program.

Compensation Philosophyand Strategy

The focus when designing Midland National’s ExecutiveCompensation program is on recruitment, retention and to reward talentedindividuals and we do so by providing fair and competitive total compensation. This is accomplished through structured compensation to avoid excessive risktaking and/or behaviors, but which encourages entrepreneurship and promotesexceptional performance.  Our compensation programs are also designed topromote ethical long-term thinking consistent with our objective of creatingever increasing enterprise economic value through solid financial performance. We provide incentives to enhance shareholder value, drive value creation,increase profits and promote the best returns on capital invested.  Werecognize individuals who make significant contributions to Midland National’sperformance.

Total compensation is based on a holistic approach and mayinclude any or all of the following:  annual base salary, annual bonus orincentive compensation, long-term bonus or other long-term compensation,deferred compensation, retirement plans such as ESOP, supplemental executiveretirement plans and welfare benefits such as life, health and disabilityinsurance.

Compensation will be market driven as determined byperiodic independent surveys.  We will regularly survey the marketplace todetermine how our total compensation compares with similar positions, as wellas comparison with peer companies where possible.  The mix of compensationelements may vary due to specific market conditions for specialized jobs.

As an ESOP owned enterprise, it may not be possible to becompetitive with the stock equity programs of peer publicly held companies ortotal compensation plans of private equity firms.  Executive compensation mustbe consistent with the principles of employer ownership and long term valuecreation.  While Executives have higher levels of responsibility andaccountability, Midland National’s results reflect the efforts of allemployees.

Performance-based compensation will be discretionary andnot strictly formulaic.  Discretion includes consideration of circumstances(positive or negative) beyond the control of the Executive that affectperformance.  In making decisions on compensation for Executives, both theExecutive Committee and Independent Committee (Compensation Committee) will beguided by the fundamental principles of fairness.  Both Committees have thediscretion to make compensation decisions that reflect the individualcontributions of an Executive to perpetuate Midland National’s existence bycreating ever increasing enterprise economic value forthe benefit of current and future generations of its employees in order toachieve equity, both internally and in the relevant marketplace.

Since the Executive Committee’s principal focus and dutiesconcern perpetuating Midland National’s existence by creating ever increasingenterprise economic value for the benefit of current and future generations ofits employees, it is desirable that the design of compensation programs formembers support this focus.

Variable compensation elements for members shouldemphasize a focus on both the overall performance of Midland National, plus theperformance of the Controlled Investments over which any member has leadmanagement oversight responsibility.  The overall performance of MidlandNational shall generally be determined by the change in value year to year.

The Executive Committee will have oversight responsibilityfor the compensation of Midland National Senior Executives.  As a general rule,this “covered group” will include the senior most leaders of any business unit,and their direct reports.  There may be exceptions warranted where more areincluded in the covered group, however it will be rare to have fewer covered bythis oversight.  All recommendations for compensation changes, promotions,bonuses and awards will be reviewed on a “one over one” basis.  For example,compensation changes requested for a subordinate will require the approval ofat least one level above the requestor.  The direct superior will haveresponsibility for making the compensation recommendation for a subordinate. Executive Committee approval will be required for any changes impacting thepeople and positions they oversee.  With the exception of Executive Committeecompensation, all recommendations will be reviewed and approved by the nexthigher level of management.

Annual rewards/incentives for team results should keenlyfocus leaders on a balance of both short and long term financial results. Individual Leadership Development Plans (LDP’s) and Discretionary BonusObjectives (DBO’s) will also be reflected in the annual rewards/incentives.

Through this strategy, not only will we be able to attractand retain the top talent needed to achieve our growth and financialperformance objectives, we will also incentivize our top talent to achieve thebest possible results.

Compensation Principles:

Determination of annual and long-term incentive awards isdiscretionary and will not use indexes or mechanical formulas.  When apercentage of base pay is used to calculate a variable compensation award, thebase compensation on the last day of the performance period should be used todetermine the amount of variable award.

Role of the Executive Committee and Board of Directors

The Board of Directors is the Executive Committee membersand the Independent Directors.  The Executive Committee will have oversightresponsibility for the compensation of Midland National Senior Executives.  Asa general rule, this “covered group” will include the senior most leaders ofany business unit, and their direct reports.

Role of the Compensation Committee of the Board of Directors of MidlandNational

The Independent Directors are the Compensation Committee. The Compensation Committee is responsible for reviewing and approving theCompensation Philosophy and Programs as recommended by theExecutive Committee.  The Compensation Committee is also responsible forcreating the compensation incentive programs and plans for the ExecutiveCommittee.  The Compensation Committee reviews and approves the compensationrecommendations for the Executive Committee direct reports.  The CompensationCommittee is responsible for determining and approving the compensation awards(base, bonus, L-TIP) for the Executive Committee and Key Officers.

Role of Human Resources

The Human Resources Department is responsible for theadministrative and support tasks related to compensation review andadministration, as assigned by the Executive Committee and CompensationCommittee.  The Human Resources’ role includes preparing the compensationmaterials for the review of the Executive Committee and Compensation Committee,evaluating outside data and comparing to our organization, researching andunderstanding compensation plans in the market and assisting with the design ofCompany compensation programs and plans, and assisting the CompensationConsultant with relevant information and data.

Role of Compensation Consultant

When needed, the Company has retained Compensationconsultants to assist and provide services including serving as an advisor tosenior management on various issues relating to executive compensationpractices.  They also provide relevant market data and analysis and assist usin evaluating the competitiveness of the total compensation program.

Elements of the Total Rewards for our Executive OfficersCompensation

·        Base Salary

·        Annual Executive Incentive Plan

·        Employee Stock Ownership Plan (ESOP) (for some)

·        Supplemental ESOP Plan (for some)

·        Long-Term Incentive Plan (for some)

·        Deferred Compensation Plan (for some)

·        Executive Perquisites (Club memberships, cars, etc.)

Base Salary

Our base compensation will be competitive with ourindustry peers for each position.  We will not be the highest or the lowest,but will strive to maintain a balanced mid-range approach, recognizing thevalue of all other forms of compensation.  Base compensation may vary betweenindividuals in like positions based on comparative job performance andexperience.  Additionally, we will attempt to promote exceptional performancethrough forms of variable pay which are intended to recognize and reward bothindividual and collective performance.

Compensation for Senior Executives will be market drivenas determined by periodic independent surveys (typically conducted every two tothree years) for comparable responsibilities.  Time in position, performanceand experience will be used to determine positioning in the range.

Base salary is considered to be the least effectivecompensation tool for driving desired business results.

AnnualExecutive Incentive Plan (Bonus)

Focus is on variable “at risk” compensation.  There aretwo components, operational performance and accomplishment of DiscretionaryBonus Objectives (DBO’s).

There shall be significant emphasis on operationalperformance such as annual financial results, with the balance of focus onpersonal accomplishments and DBO’s.  Awards are not linear and not formulaic. Fairness and equity should be the benchmark rather than mechanical formulas. Awards should be based on what the individual has accomplished.  A participantshould not be rewarded for results that were due primarily to positive externalfactors, nor should a participant be significantly penalized for economicconditions that were uncontrollable and unavoidable.

Awards are based on a look back over the previous year’sresults.

·        Were the business initiatives identified in the prior yearimplemented in a timely and competent manner?

·        Were there any unforeseen obstacles encountered and how well werethese managed?

·        Were overall business results achieved in a collaborative andsustainable manner?

·        What was the degree of stretch in the business plan targets?

Changes to the design and format of this plan are madeperiodically as market conditions warrant and may occur during a plan year.

ESOP

Currently, the value of the ESOP as a retirement plan farexceeds that of most other retirement plans in existence.  It is a long termplan that focuses employees on their contribution to value creation.  For theSenior Executives participating in this plan, the portion of the ESOP thatexceeds typical retirement plans is considered to be a form of long termcompensation.  This important component of compensation must be taken intoconsideration when determining the total rewards associated with a position.

ESOP Supplemental Executive Retirement Plan (SERP)

ESOP SERP A

IRS regulations limit qualified retirement plancontributions for highly compensated employees.  This plan provides a “makewhole” for qualified retirement benefits lost due to treasury limitations. There is an ESOP SERP A Plan and an ESOP SERP B Plan.  Previous participationin the ESOP SERP A plan has been limited to the top leaders in each BusinessUnit.  The ESOP award for each participant will be determined and any “lostbenefit” not received from the ESOP due to maximum allocation limitations is calculatedfor each participant and placed in a phantom share account.  The account canonly be accessed after separation from service.  If an individual is aparticipant in the ESOP SERP A they should also be a candidate for entry intothe Deferred Compensation plan.

Contributions grow in value on the same basis as thequalified plan contributions.  Timing and form of payment must be elected inadvance.  Changes to the design and format of this plan are made periodicallyas market conditions warrant.

ESOPSERP B

For the ESOP SERP B there is a review each year ofpotential new participants.  The ESOP SERP B plan is not a phantom shareaccount as is the ESOP SERP A plan but is instead a cash account.  The cashaccount will be credited with an annual interest at the Executive Committee’sdiscretion.  There is also a specific vesting requirement for the ESOP SERP Bplan.  The account can only be accessed after separation from service and uponattainment of 55 years of age and 10 years of service.

Long-Term Incentive Plan(LTIP)

Focus is on achievement of critical long-term financialgoals, with particular emphasis on the creation of shareholder value.  Whenreviewing business unit value we will look at value growth realized at theannual valuation, as well as dividends from the Business Units and cashinvested in the Business Units.  Not formulaic, to the extent possibleperformance and awards should be determined based on individual business unitresults.

Participation is typically limited to the top operationalleader in the business unit (President or CEO of a business unit).

Currently, LTIP targets are indexed to 125% of anindividuals’ annual incentive target.  Performance is measured over athree-year period and awards vest over the three-year period following the endof the performance period.  50% of the award vests in the year following theperformance period and 25% vesting occurs in each of the following two years.

Changes to the design and format of this plan are madeperiodically in order to respond to changes in the operating environment.

Deferred Compensation Plan

This plan provides a limited number of executives anopportunity to defer any form of cash compensation (base salary, annualIncentive or L-TIP).

This core purpose of Deferred Compensation is to increasefocus on value creation.  Therefore, it is desirable to link the interestcredit or growth factor of these deferrals to the value created at MidlandNational.  This can be accomplished in a variety of ways such as stock pricegrowth, Return on Investment (ROI), etc.  Limitations on upside potential anddownside risk are provided in the current plan.

Taxes are deferred until actual receipt of funds.  Timingand form of payments must be elected in advance.  Currently, both a lump sumand annual installment option are available.  Changes to the design and formatof this plan are made periodically as market conditions warrant.

Executive Perquisites

Automobile allowances and club memberships are providedwhere competitive market conditions warrant.

Other Compensation andBenefits

In addition to the compensation and benefits noted, wealso offer our employees, including our Named Executive Officers, a benefitspackage that includes group health, dental and vision coverage, group life insurance, short and long-term disability coverage andvarious deferred compensation and retirement benefits.

The programs are reviewed annually to ensure that thebenefits offered are beneficial to our employees, cost-effective and arecompetitive within our industry.

Tax-Qualified RetirementPlans

The following tax-qualified retirement plans are offeredto eligible employees, including our Named Executive Officers:

Midland National’s 401(k) Plan

Midland National sponsors the 401(k) Plan, a tax-qualifiedplan for its eligible employees, including the Named Executive Officers. Eligible employees may contribute to the 401(k) Plan on a before tax or aftertax Roth 401(k) basis (or any combination of the foregoing), up to a percentageof annual eligible compensation as defined in the plan.  Before-tax and Roth401(k) contributions are subject to contribution limits ($19,000 in 2019) andcompensation limits ($280,000in 2019) imposed by the Internal Revenue Code of 1986, as amended (the“Code”).  There is no company match.

For 2018, our Named Executive Officers were:

·        Esfand Dinshaw, Chairman and Chief Executive Officer

·        Donald T. Lyons, President and Chief Financial Officer

·        Steve Palmitier, President and Chief Operating Officer MNL &NA

·        Rob Tekolste, President, SIAG

·        Bill Lowe, Chief Executive Officer and President, SIG & SFN

Sammons Enterprises, Inc. Employee Stock Ownership Plan(“ESOP”).  The ESOP is a plan designed to allow employees of a SammonsEnterprises, Inc. (“Sammons”) company that has adopted the ESOP, to accumulatea retirement benefit based on the value of Sammons Stock while an individual isactively employed by a Sammons company.  The ESOP enables employees to acquirea retirement benefit based on the value of Sammons Stock without cost to theemployee.  Employees can use this benefit to increase their income in theirretirement years.

Security Ownership of Certain Beneficial Owners andManagement

[To be added by pre-effective amendment.]

Transactions with Related Persons Promoters andCertain Control Persons

[To be added by pre-effective amendment.]

Financial Information

As an insurance company, we are required by stateinsurance regulation to hold a specified amount of reserves in order to meetthe contractual obligations to our contract holders.  Our reserves may be heldin our general account, or with respect to certain products in our separateaccounts.  We monitor our reserves so that we holdsufficient amounts to cover actual or expected contract and claims payments. It is important to note, however, that there is no guarantee that we willalways be able to meet our claims-paying obligations, and that there are risksto purchasing any insurance product or contract.

State insurance regulators also require insurancecompanies to maintain a minimum amount of capital, which acts as a cushion inthe event that the insurer suffers a financial impairment, based on theinherent risks in the insurer’s operations.  These risks include thoseassociated with losses that we may incur as the result of defaults on thepayment of interest or principal on our general account and separate accounts’assets, as well as the loss in market value of those investments.  We may alsoexperience liquidity risk if our general account assets cannot be readilyconverted into cash to meet obligations to our contract holders or to providecollateral necessary to finance our business operations.

We strive to maintain a solid risk-adjusted capitalizationfor our current business strategy and related investment risks.  Our capitalposition is supported by our operations and our fixed-income investmentportfolio.  In addition, we are subject to state insurance regulations based onthe risk-based capital (“RBC”) requirements of the National Association ofInsurance Commissioners (“NAIC”) and report our RBC based on a formulacalculated by applying factors to various asset, premium and statutory reserveitems, as well as taking into account our risk characteristics.  We currentlytarget a minimum RBC ratio (company action level) of 400%.

Selected Financial Data

[To be added by pre-effective amendment.]

Supplementary Financial information

 [To be added by pre-effective amendment.]

Management's Discussion and Analysis of FinancialConditions and Results of Operation

[To be added by pre-effective amendment.]

Changes in and Disagreements with Accountants onAccounting and Financial Disclosure

[To be added by pre-effective amendment.]

Financial Statements

[To be filed by pre-effective amendment.]

Appendices

State Variations

The following information is a summary of the states wherethe Collared

Investment Option or certain features are either notavailable as of the date of this prospectus or vary from the CollaredInvestment Option’s features as previously described in this prospectus.  Certainfeatures may have been approved in the Contract Holder’s state after theCollared Investment Option was purchased and cannot be added.  Please contactthe Contract Holder’s financial professional for more information aboutavailability in the Contract Holder’s state.

STATES WHERE CERTAIN COLLARED INVESTMENT OPTION FEATURESARE NOT AVAILABLE OR VARY:

Unit Value Examples

For each active Cycle, the Unit Value will be calculatedon each Cycle Business Day based on each Cycle’s Fair Value as determined by aFair Value Calculation Agent and the number of Units in force.

Start Date

The initial Unit Value will be set at $10 for eachCycle on the Start Date.

During the Cycle Term

Each Cycle Business Day prior to Maturity Date, the UnitValue will be calculated and is the lesser of A) and B).

A)  The preliminary Unit Value

a.         EachBusiness Day the Fair Value of each Cycle will be determined by a Fair ValueCalculation Agent

b.         The preliminary Unit Value = FairValue/number of Units

B)  The preliminary Unit Value adjusted forProportional Performance Ceiling Rate

a.         Thepercentage gain in the Unit Value, prior to the Maturity Date, is limited bythe amount of time that elapsed since the Start Date.

b.         Thepreliminary Unit Value adjusted for the Proportional Performance Ceiling Rate ={initial Unit Value} * {1 + (Performance Ceiling Rate) * [(number of dayselapsed since Start Date) / (number of days in Cycle Term)]}.

Example 1: A Cyclethat is 146 days since the Start Date, has a 1 year Cycle Term, a 20%Performance Ceiling Rate, a Fair Value of $1,150,000, and a current number ofUnits of 100,000.

A)  The preliminary Unit Value= Fair Value / number ofUnits = $1,150,000 / 100,000 = $11.50

B)  The preliminary Unit Value adjusted for theProportional Performance Ceiling Rate = {initial Unit Value} * {1+(PerformanceCeiling Rate) * [(number of days elapsed since Start Date) / (number of days inCycle Term)]} = $10 * {1+20% * (146/365)} = $10.80

Unit Value = Lesser of A) and B) equals Min{$11.50 and$10.80} = $10.80

Example 2: A Cycle that is 146 days sincethe Start Date, has a 1 year Cycle Term, a 20% Performance Ceiling Rate, a FairValue of $800,000, and number of Units of 100,000.

A)  The preliminary Unit Value= Fair Value / number ofUnits = $800,000 / 100,000 = $8.00

B)  The preliminary Unit Value adjusted for theProportional Performance Ceiling Rate = {initial Unit Value} * {1+(PerformanceCeiling Rate) * [(number of days elapsed since Start Date) / (number of days inCycle Term)]} = $10 * {1+20% * (146/365)} = $10.80

Unit Value = Lesser of A) and B) equals Min{$8.00 and$10.80} = $8.00

During the Cycle Term prior to the Maturity Date, nofloor applies.  Thus, during the Cycle Term, the decrease in the Unit Value isnot limited.

On the Maturity Date

The Maturity Date Unit Value will equal the Maturity DatePreliminary Unit Value subject to being no greater than the Maturity Date UnitValue Ceiling (see C below) and being no less than the Maturity Date Unit ValueFloor (see D below).

A)     Change inthe Index Value

The change in Index Value equals:

1.         Thelast reported value of the Index on the Maturity Date, minus the last reportedvalue of the Index on the Start Date, divided by

2.         The lastreported value of the Index on the Start Date.

B)  Maturity Date Preliminary UnitValue

The MaturityDate's preliminary Unit Value equals

1.         Theinitial Unit Value multiplied by

2.         Oneplus the change in Index Value, computed as set forth in A above.

C)  Maturity Date Unit ValueCeiling

The Maturity Date's Unit ValueCeiling equals the initial Unit Value multiplied by one plus the PerformanceCeiling Rate. 

D)  Maturity Date Unit Value Floor

The Maturity Date Unit Value Floorequals the initial Unit Value multiplied by one plus the Maturity Date FloorRate.

Example 1: A Cyclematures, the Performance Ceiling Rate is 20%, Index Value on the Maturity Dateis 1,300, Index Value on the Start Date is 1,000, and the Maturity Date FloorRate is -10%.

A) Change in the Index Value = (1,300 – 1,000) /1,000 = 30%

B)  Maturity Date Preliminary Unit Value = $10 * (1 +30%) = $13.00

C)   Maturity Date Unit Value Ceiling = $10 * {1 +20%} = $12.00

D) Maturity Date Unit Value Floor = $10 * {1 + -10%}= $9.00

Unit Value = B) subject to being no greater than C)and no less than D) = Max{$9.00 and Min($13.00 and $12.00)} = $12.00

Example 2: A Cycle matures, the PerformanceCeiling Rate is 20%, Index Value on the Maturity Date is 700, Index Value onthe Start Date is 1,000, and the Maturity Date Floor Rate is -10%.

A) Change in the Index Value = (700 – 1,000) / 1,000= -30%

B)  Maturity Date Preliminary Unit Value = $10 * {1 +-30%} = $7.00

C)  Maturity Date Unit Value Ceiling = $10 * {1 + 20%}= $12.00

D)  Maturity Date Unit Value Floor = $10 * {1 + -10%}= $9.00

Unit Value = B) subject to being no greater than C)and no less than D) = Max{$9.00 and Min($7.00 and $12.00)} = $9.00

Example 3: A Cycle matures, the PerformanceCeiling Rate is 20%, Index Value on the Maturity Date is 1,150, Index Value onthe Start Date is 1,000, and the Maturity Date Floor Rate is -10%.

A) Change in the Index Value = (1,150 – 1,000) /1,000 = 15%

B)   Maturity Date Preliminary Unit Value = $10 * [1 +15%] = $11.50

C)   Maturity Date Unit Value Ceiling = $10 * {1 +20%} = $12.00

D) Maturity Date Unit Value Floor = $10 * {1 + -10%}= $9.00

Unit Value = B) subject to being no greater than C)and no less than D) = Max{$9.00 and Min($11.50 and $12.00)} = $11.50

Cycle Investment

The Contract Holder’s Cycle Investment on any CycleBusiness Day is the number of Units credited to the Contract Holder multipliedby that day’s Unit Value.

Example 1: On a Cycle Start Date aContract Holder invests $100,000 in a Cycle. The initial Unit Value is $10.After 6 months, the Unit Value for that Cycle is $12.00.

C)     Number ofUnits = $100,000 / $10 = 10,000 Units

D)     CycleInvestment after 6 months = 10,000 * $12.00 = $120,000

Example 2: On a Cycle Start Date aContract Holder invests $90,000 in a Cycle. The initial Unit Value is $10.After 3 months, the Unit Value for that Cycle is $9.50.

C)     Number ofUnits = $90,000 / $10 = 9,000 Units

D)    Cycle Investment after 3 months = 9,000 * $9.50 = $85,500

Example 3: On a Cycle Start Date aContract Holder invests $200,000 in a Cycle. The initial Unit Value is $10.After 8 months, the Unit Value for that Cycle is $11.00.

C)     Number ofUnits = $200,000 / $10 = 20,000 Units

D)     CycleInvestment after 8 months = 20,000 * $11.00 = $220,000

Indices Disclaimers

The Collared Investment Option tracks certain SecuritiesIndices that are published by third parties.  Midland National uses theseSecurities Indices under license from the Indices’ respective publishers.  Thefollowing information about the Indices is included in this Prospectus inaccordance with Midland National’s license agreements with the publishers ofthe Indices:

Standard & Poor’s requires that the followingdisclaimer be included in this prospectus:

The Collared Investment Option is not sponsored, endorsed,sold or promoted by Standard & Poor’s (“S&P”) or its third party licensors. Neither S&P nor its third party licensors makes any representation orwarranty, express or implied, to the owners of the Collared Investment Optioncontract or any member of the public regarding the advisability of investing insecurities generally or in the Collared Investment Option contract particularlyor the ability of the S&P 500 Index (the “Index”) to track general stockmarket performance.  S&P’s and its third party licensor’s only relationshipto Midland National is the licensing of certain trademarks and trade names ofS&P and the third party licensors and of the Index which is determined,composed and calculated by S&P or its third party licensors without regardto Midland National or the Collared Investment Option.  S&P and its thirdparty licensors have no obligation to take the needs of Midland National or theowners of the Collared Investment Option into consideration in determining,composing or calculating the Index.  Neither S&P nor its third partylicensors is responsible for and has not participated in the determination ofthe prices and amount of the Collared Investment Option or the timing of theissuance or sale of the Collared Investment Option or in the determination orcalculation of the equation by which the Collared Investment Option(s) is to beconverted into cash. S&P has no obligation or liability in connection withthe administration, marketing or trading of the Collared Investment Option(s).

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTYLICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THEINDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOTLIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONICCOMMUNICATIONS) WITH RESPECT THERETO.  S&P, ITS AFFILIATES AND THEIR THIRDPARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANYERRORS, OMISSIONS OR DELAYS THEREIN.  S&P MAKES NO EXPRESS OR IMPLIEDWARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE INDEX ORANY DATA INCLUDED THEREIN WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENTWHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BELIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIALDAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOSTTIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

The name “S&P 500 Index” is a trademark of Standard & Poor’s and has been licensed for use by Midland National.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item13. Other Expenses of Issuance and Distribution

Thefollowing is a list of the estimated expenses to be incurred in connection withthe securities being offered.

Item14. Indemnification of Directors and Officers

        The by-laws of Midland National provide, in Article VII, as follows:

INSERTFROM BYLAWS

a)       “The corporationshall, to the fullest extent permitted by the Iowa Business Corporation Act, asthe same may be amended, indemnify every person who is, or was a director,officer or employee of the corporation, or any other corporation which heserves as such at the request of the corporation, from and against any and allliability and reasonable expenses that may be incurred in connection with orresulting from any claim, action, suit or other proceeding in which he may beinvolved as a party or otherwise, by reason of his being a director, officer oremployee, whether or not he continues to be such as the time such liability orexpense shall have been incurred.

b)       The right ofindemnification in this Section shall be in addition to any other right towhich such director, officer or employee may otherwise be entitled by contract,vote of either stockholders or disinterested directors or as a matter of law;and in the event of such person’s death, such rights shall extend to his heirsand legal representatives.  The provisions of this Section as severable, and ifany provision be held invalid, all other provisions are fully in effect and theinvalid provision shall only be curtailed to the extent necessary to make itenforceable to the fullest extent allowed by law.

c)       Expenses includingattorney’s fees may be advanced to such director, officer or employee as may bedetermined by the Board of Directors.

d)       The Board of Directors,by majority vote, may elect to indemnify other agents of the corporation on acase-by-case basis.”

Item15. Recent Sales of Unregistered Securities

Notapplicable

Item16.Exhibits and Financial Statement Schedules

ExhibitsNo.

(1)(a)          Formof Distribution Agreement by and among Sammons Financial Network, LLC andMidland National Life Insurance Company ³

(2)               Planof Acquisition, Reorganization, Arrangement, Liquidation or Succession—NotApplicable

(3)(a)                      Articlesof Incorporation ¹

     (b)                     By-Laws¹

(4)(a)                      Form of Group Funding Agreement ²

     (b)                     Form of Application for Group Funding Agreement ²

(5)               Opinion re Legality ²

(8)               Opinion re Tax Matters—Not applicable

(9)               Voting Trust Agreement—Not applicable

(10)             Material Contract(s) ³

(15)             Letter re Unaudited Interim Financial Information—Not applicable

(16)             Letter re Change in Certifying Accountant—Not applicable

(21)             Subsidiaries of the Registrant ³

(23)(a)        Consent of Carlton Fields P.A. ³

       (b)        Consent of Independent Registered Public Accounting ³

(24)(a)        Powers of Attorney ²

1.       Incorporated herein by reference to Post-Effective Amendment No. 5 for Form N-4 on February 23, 1998 (File No. 33-64016)

2.       Filed herewith

3.       To be filed by pre-effective amendment

Item 17. Undertakings

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                  (i)    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

                  (iii)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

           (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

           (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

           (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

          (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:  The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);  (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, Midland National Life Insurance Company, has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Des Moines, Iowa on this 11^th day of September, 2019.

By:  MIDLAND NATIONAL LIFE INSURANCE COMPANY(REGISTRANT)

                                                                                                  By:  /s/  *                                                                                            

                                                                                                          Esfandyar E. Dinshaw                                       

                                                                                                          Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

                      Signatures                                                                         Title                                                        

/s/  *                                                                       Chairman of the Board of Directors, Chief Executive Officer

      Esfandyar E. Dinshaw                          (Principal Executive Officer)

/s/  *                                                                      Director, President & Chief Operating Officer

      Steven C. Palmitier                              

/s/ *                                                                        Vice President & Chief Financial Officer                     

      David C. Attaway                                    (Principal Financial & Accounting Officer)

/s/  *                                                                    Director

      Darron K. Ash          

/s/  *                                                                     Director

      Willard Bunn, III                                   

/s/  *                                                                     Director

       James Roderick Clark                              

/s/  *                                                                    Director

     Thomas Corcoran                  

­/s/  *                                                                     Director 

      William D. Heinz                                                                                  

/s/ *                                                                      Director                

      Heather Kreager

/s/ *                                                                      Director                

     Michael M. Masterson

*By:  /s/ Brett L. Agnew                                                                            Date: September 11, 2019

                Brett L. Agnew

                Attorney-in-Fact

                Pursuant to Power of Attorney

EXHIBIT INDEX

A Stock Company

[Principal Office: 4350 Westown Parkway, West Des Moines, IA  50266 ¨ (515) 440-5500]

Midland National Life Insurance Company (“Midland”, “We”, “Us”, “Our” or the “Company”) agrees to pay the benefits according to the terms and conditions set forth in this Funding Agreement, alternatively referred to herein as “Contract.”

CONSIDERATION – This Funding Agreement is issued in consideration of the payment of contributions in accordance with its terms and conditions.

PLEASE READ THIS CONTRACT CAREFULLY

Issued and Signed by Midland National Life Insurance Company.

[        ]                              []         

SEPARATE ACCOUNT GROUP FUNDING AGREEMENT

NON-PARTICIPATING - NOT ELIGIBLE FOR DIVIDENDS

ALL PAYMENTS AND VALUES PROVIDED BY THIS GROUP CONTRACT ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT, EXCEPT THAT PAYMENTS WILL BE SUBJECT TO THE APPLICABLE MATURITY DATE FLOOR RATE

Table of Contents

Section 1. Definitions.. 1

1.1.        BusinessDay.. 1

1.2.        Closeof Trading.. 1

1.3.        CollaredInvestment Option.. 1

1.4.        ContractHolder.. 1

1.5.        Cycle.. 1

1.6.        CycleBusiness Day.. 1

1.7.        CycleInvestment. 1

1.8.        CycleTerm.. 1

1.9.        CycleType.. 1

1.10.     EffectiveDate.. 2

1.11.     FairValue.. 2

1.12.     FairValue Calculation Agent. 2

1.13.     Index.. 2

1.14.     IndexValue.. 2

1.15.     Maturitydate.. 2

1.16.     MaturityDate Floor Rate.. 2

1.17.     PerformanceCeiling Rate.. 2

1.18.     PerformanceCeiling Threshold.. 2

1.19.     ProportionalPerformance Ceiling Rate.. 3

1.20.     StartDate.. 3

1.21.     Unit. 3

1.22.     UnitValue.. 3

1.23.     unitvalue ceiling.. 3

1.24.     WrittenNotice and Notice.. 3

Section 2. Collared Investment Option.. 3

2.1.        CycleTypes.. 3

2.2.        Cycle.. 4

2.3.        Discontinuationof or Substantial Change to the Index.. 4

2.4.        CycleBusiness Day.. 4

Section 3. Investments in Cycles.. 5

3.1.        CycleAvailability.. 5

3.2.        WrittenNotice For Investment Into Cycles.. 5

3.3.        Establishmentof Cycles and Performance Ceiling Rate.. 5

3.4.        CycleInvestment. 6

Section 4. Unit Value.. 6

4.1.        UnitValue on the Start Date.. 6

4.2.        UnitValue ON Each Cycle Business Day During the CyCle Term.. 6

4.3.        UnitValue at Maturity.. 7

Section 5. Values.. 8

5.1.        Unitsand Cycle Investment. 8

5.2.        Dailyand Periodic Reporting.. 8

Section 6.Withdrawals and Payments. 9

6.1.        Beforea Maturity Date.. 9

6.2.        InConnection With a Maturity Date.. 9

Section 7. Non-unitized SeparateAccount. 9

Section 8. General provisions.. 10

8.1.        EntireContract. 10

8.2.        Changeof Contract. 10

8.3.        Nonparticipation.. 11

8.4.        StateLaws.. 11

8.5.        Errors.. 11

8.6.        Misstatementand Adjustments. 11

8.7.        Reservationof Rights.. 11

8.8.        Assignment. 11

8.9.        Termination.. 11

8.10.     Deferral. 12

Contract Holder: Midland National LifeInsurance Company         Contract Number: [123456]

SPECIFICATIONS

GeneralInformation

Contract Holder [MidlandNational Life Insurance Company, for the purpose of offering the CollaredInvestment Option Cycles as investment options through Midland National Life

InsuranceCompany's General Account]

Effective Date [03/18/2019]

Issue State [Iowa]

Separate Account [MidlandIdentifier]

Withdrawal or Maturity Payment: For withdrawals, We will pay the withdrawal no later than

[3]Business Days after the Cycle Business Day that the Company effects thewithdrawal.

Wewill pay the Maturity Date Cycle Investments no later than [3] Business Daysafter the Maturity Date.

Notice of Change: We willnotify you in writing [3] Business Days before the effective date of any changeto the Contract. ContractHolder: Midland National Life Insurance Company Contract Number: [123456]

CycleInformation

Index: [S&P 500 PriceReturn Index]

Cycle Term: [6 years]

Maturity Date Floor Rate: [-10%]

CYCLEAVAILABILITY

-Minimum Investment [$250,000]

-Maximum Investment [$25,000,000]

Return of Cycle Investment: [Withrespect to a Cycle Investment, if the sum exceeds the amount contained in yourWritten Notice or the pro rata share of the maximum investment into the Cycle,We will return to you any excess amounts no later than [3] Business Days afterthe Start Date.

[Tothe extent the sum of the amounts We have received and your Maturity Date CycleInvestment exceeds the amount contained in your Written Notice, We will returnto you any excess amounts no later than [3] Business Days after the MaturityDate.]

Publication of Cycle Information: We will electronically publish the number of Units creditedto you and the Unit Value by [11 p.m. Eastern Standard Time] on a CycleBusiness Day

[Additional Terms] [•]

Contract Holder: Midland National Life Insurance Company         ContractNumber: [123456]

[THE STANDARD & POOR’S 500® COMPOSITE STOCK PRICE INDEX

ThisIndex does not include dividends paid by the underlying companies.

The "S&P 500®" is aproduct of S&P Dow Jones Indices LLC or its affiliates ("SPDJI")and has been

licensed for use Midland National Life Insurance Company (“MidlandNational” or “the Company”).

Standard & Poor's® and S&P® are registered trademarks ofStandard & Poor's Financial Services LLC

("S&P"). The trademarks have been licensed to SPDJIand have been sublicensed for use for certain

purposes by the Company. This Funding Agreement (“Product”) is notsponsored, endorsed, sold or

promoted by SPDJI, Dow Jones, S&P, any of their respectiveaffiliates (collectively, "S&P Dow Jones

Indices"). S&P Dow Jones Indices does not make anyrepresentation or warranty, express or implied, to

the owners of the Product or any member of the public regardingthe advisability of investing in securities

generally or in this Product particularly or the ability of theS&P 500® to track general market performance.

S&P Dow Jones Indices only relationship to Midland Nationalwith respect to the S&P 500®is the

licensing of the Index and certain trademarks, service marksand/or trade names of S&P Dow Jones

Indices and/or its licensors. The S&P 500® is determined, composed and calculated by S&P Dow Jones

Indices without regard to Midland National or the Product. S&PDow Jones Indices has no obligation to

take the needs of the Company or the owners of this Product intoconsideration in determining,

composing or calculating the S&P 500®. S&P Dow Jones Indices is not responsible for and have not

participated in the determination of the prices, and amount ofthis Product or the timing of the issuance or

sale of this Product or in the determination or calculation of theequation by which the Product is to be

converted into cash, surrendered or redeemed, as the case may be.S&P Dow Jones Indices has no

obligation or liability in connection with the administration,marketing or trading of the Product. There is no

assurance that investment products based on the S&P 500® will accurately track index performance or

provide positive investment returns. S&P Dow Jones Indices LLCis not an investment advisor. Inclusion

of a security within an index is not a recommendation by S&PDow Jones Indices to buy, sell, or hold

such security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY,ACCURACY, TIMELINESS

AND/OR THE COMPLETENESS OF THE S&P 500® OR ANY DATA RELATED THERETO OR ANY

COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTENCOMMUNICATION

(INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO.S&P DOW JONES

INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANYERRORS,

OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NOEXPRESS OR IMPLIED

WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OFMERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BEOBTAINED BY

MIDLAND NATIONAL, OWNERS OF THE FUNDING AGREEMENT, OR ANYOTHER PERSON OR

ENTITY FROM THE USE OF THE S&P 500® OR WITH RESPECT TO ANY DATA RELATED THERETO.

WITHOUT LIMITING AN OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALLS&P DOW

JONES INDICES BE LIABLE FOR AN INDIRECT, SPECIAL, INCIDENTAL,PUNITIVE OR

CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OFPROFITS, TRADING

LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OFTHE POSSIBILITY

OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OROTHERWISE.

THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS ORAGREEMENTS

BETWEEN S&P DOW JONES INDICES AND THE COMPANY, OTHER THAN THELICENSORS OF

S&P DOW JONESINDICES."]

                                                                             Section 1. Definitions

1.1.       Business Day

Any day that We are open for business and the New YorkStock Exchange ("NYSE") is open for trading. A Business Day ends atthe Close of Trading.

1.2.       Close of Trading

4:00 p.m. Eastern Time or, if earlier, the time that theNYSE closes.

1.3.       Collared Investment Option

This Contract's benefits, which are based upon theperformance of an Index, subject to the Performance Ceiling Rate and MaturityDate Floor Rate. The Collared Investment Option consists of various Cycle Typesand Cycles.

1.4.       Contract Holder

Contract Holder is the entity, named in the Specifications,to which this Contract is delivered, hereinafter referred to as “you” or “your”.

1.5.       Cycle

An investment option available under this Contract. EachCycle has a specific Index, Cycle Term, Start Date, Maturity Date, MaturityDate Floor Rate, and Performance Ceiling Rate.

1.6.       Cycle Business Day

Any Business Day that the Unit Value is determined, as ofwhich withdrawals from a Cycle may be taken, and on which a Start Date andMaturity Date occurs.

1.7.       Cycle Investment

The amount invested in a Cycle as measured by the Unitscredited to you. Your Cycle Investment on any Cycle Business Day is the numberof Units credited to you multiplied by that day's Unit Value. 

1.8.       Cycle Term

The number of years a Cycle is outstanding. The Cycle Termstarts on a Start Date and ends on a Maturity Date. For any Cycle madeavailable, We will provide you Notice of the Cycle Term for that Cycle.

1.9.       Cycle Type

All Cycles having the same Index, Cycle Term, and MaturityDate Floor Rate.

1.10.    Effective Date

The date this Contract becomes effective and your rightsand benefits begin. The Effective Date is shown on the Specifications. 

1.11.     FairValue

A value used to determine a Cycle's Unit Value during aCycle Term.

1.12.     FairValue Calculation Agent

An independent third party with whom We contract todetermine the Fair Value of a Cycle during the Cycle Term.  We may usedifferent Fair Value Calculation Agents for different Cycles.  We will provideyou Notice of the Fair Value Calculation Agent.

1.13.     Index

The financial index that applies for all Cycles of a CycleType.

1.14.     IndexValue

The value of an Index as reported to us.  Once We use thevalue of an Index reported to Us to determine the amounts payable on anywithdrawals or to determine the Unit Value at Maturity, We will not change theIndex Value even if it is subsequently changed.

1.15.     Maturitydate

The Cycle Business Day on which a Cycle matures.  TheMaturity Date of a Cycle is determined by the calendar month of its Start Dateand its Cycle Term.

1.16.     MaturityDate Floor Rate

The rate that will be usedto determine the Maturity Date Unit Value Floor.  The Maturity Date Floor Raterepresents the maximum potential decrease in Unit Value for a Cycle at theMaturity Date.

DURING THE CYCLE TERM, NOFLOOR APPLIES AND THE DECREASE IN THE UNIT VALUE IS NOT LIMITED. 

1.17.     PerformanceCeiling Rate

The rate that will be used to determine the Maturity Date UnitValue Ceiling.  The Performance Ceiling Rate represents the maximum potentialincrease in the Unit Value for a Cycle at the Maturity Date.

THE PERFORMANCE CEILING RATE APPLIES FOR THE ENTIRE CYCLETERM AND IS NOT AN ANNUAL RATE.

1.18.     PerformanceCeiling Threshold

The minimum Performance Ceiling Rate for a Cycle that youset forth in the Written Notice for investment.  If We establish a Cycle with aPerformance Ceiling Rate lower than the PerformanceCeiling Threshold you have set forth in the Written Notice for investment, Wewill not accept your investment into the Cycle.

1.19.     ProportionalPerformance Ceiling Rate

The Proportional Performance Ceiling Rate is used todetermine the Unit Value before the Maturity Date. 

1.20.     StartDate

The Cycle Business Day on which a Cycle is established. Forany Cycle made available, We will provide you Notice of the Start Date for thatCycle.

1.21.     Unit

The measurement We use to calculate your Cycle Investment. 

1.22.     UnitValue

The value of a Unit on a Cycle Business Day.  The initialUnit Value on the Start Date is [$10.00].

1.23.     UnitValue Ceiling

The maximum Unit Value at any time during the Cycle Term.

1.24.     WrittenNotice and Notice

Written Notice means a notice of instruction provided byyou that We determine provides sufficient detail and does not require Us toexercise any discretion in satisfying the instruction or request.  As We mayrequire by Our rules then in effect, your Written Notice may be required to beany of the following:

1)   In electronic format, and transmitted electronically asmay be specified by Us.

2)   In written format, signed by the Contract Holder, andtransmitted electronically as may be specified by Us.

3)   Such other commercially acceptable means as may bespecified by Us.

Notice means information provided by Us or made availableto you that may be in writing, via telephone, electronically, on a website, orthrough other commercially acceptable means.

                                                  Section 2. Collared Investment Option

The Collared Investment Option refers to the benefits Wepay under this Contract that are based upon the amount you invest in one ormore Cycles.  We will make available from time to time, one or more Cycles forinvestment.  Cycles consist of various Cycle Types.

2.1.       Cycle Types

Cycle Types are those Cycles that have the same Index,Cycle Term, and Maturity Date Floor Rate. The Cycles within a Cycle Type willhave different Start Dates and Maturity Dates and may have differentPerformance Ceiling Rates.

2.2.       Cycle

From time to time, We will offer new Cycles of the variousCycle Types.  For each new Cycle We intend to offer, We will provide Notice asset forth in the Cycle Availability section  We will establish each new Cycleas set forth in the Establishment of Cycles and Performance Ceiling Rate section. 

2.3.       Discontinuation of or Substantial Change to the Index

In the event that the Index for a Cycle is discontinued oris changed substantially, We will take any one of the following actions:

1)   Substitute an available comparable Index.

If We substitute a comparable index We may do any of thefollowing:

a)   Adjust the Index Value used on the Start Date to the IndexValue of the substitute index on the Start Date.

b)   Adjust the Unit Value as of the date We substitute thecomparable index, taking into account the performance of the discontinued orchanged Index from the Start Date, Our costs related to the substitution, andsuch other factors We deem relevant. 

2)   Terminate the Cycle.

If We terminate the Cycle, the Maturity Date will be as ofthe last Cycle Business Day prior to the date the Index is discontinued orchanged. We will use the Index Value on such date to compute the Maturity DateUnit Value and your Cycle Investment.

We will provide Notice if the Index for a Cycle isdiscontinued or changed substantially and the action We will take as soon ascommercially reasonable.

2.4.       Cycle Business Day

A Cycle Business Day includes: a day that a Start Date orMaturity Date occurs, a day that the Unit Value is determined, and a day whenwithdrawals from the Cycle may be taken.

A Cycle Business Day must be a day that is all of thefollowing:

1)   A Business Day.

2)   A day for which the Index Value is reported.

3)   A day that is either the Start Date, Maturity Date orfor which We receive the Cycle’s Fair Value.

For any day that the above is notsatisfied: 

1)   If that day would have been a Start Date, We will usethe next Business Day for which the Index Value is reported as the Start Date.

2)   If that day would have been a Maturity Date, We will usethe prior Cycle Business Day occurring before the scheduled Maturity Date.

                                                           Section 3. Investments in Cycles

You may invest in each Cycle We establish on the Cycle'sStart Date.

3.1.       Cycle Availability

As reflected in the Specifications, We will provide Noticeeach time We intend to offer a new Cycle. For each proposed new Cycle We intendto offer, Our Notice will include:

1)   The Cycle Type,

2)   The Start Date,

3)   The proposed Performance Ceiling Rate, and

4)   The date and time by which you must provide WrittenNotice for your investment in the proposed new Cycle.

We reserve the right to not offer the Cycle or to changethe Performance Ceiling Rate for any Cycle We subsequently establish.

3.2.       Written Notice For Investment Into Cycles

For each Cycle We offer and you seek to invest, you mustprovide Us Written Notice of the following:

1)   The Cycle.

2)   The proposed investment into the Cycle and the source ofthe proposed investment, either from an amount you transfer to Us or from aCycle maturing prior to the applicable Start Date.

3)   Any Performance Ceiling Threshold.

We must receive your Written Notice for investment intoCycles no later than the date and time specified in Our Notice to you of theproposed new Cycles.  If We do not receive your Written Notice for investmentinto Cycles by the required date and time, your Written Notice is not in goodorder and We may reject your investment.

3.3.       Establishment of Cycles and Performance Ceiling Rate

We have the right to determine the Cycles We will establishon a Start Date.  Our determination will be based upon:

1)   A minimum investment into each Cycle,

2)   A maximum investment into each Cycle,

3)   All timely Written Notices forinvestment into Cycles We received,

4)   Our ability to hedge Our obligations under each Cycle,and

5)   Such other commercially reasonable factors as Wedetermine from time to time.

Subject to the Specifications, We reserve the right not tooffer any Cycles on a Start Date.

Once We have determined to establish a Cycle, We will:

1)   Set the Performance Ceiling Rate for each Cycle We areestablishing, and

2)   Provide Notice to you, as set forth in theSpecifications, of each Cycle We are establishing on the Start Date and thePerformance Ceiling Rate for that Cycle.

3.4.       Cycle Investment

On a Start Date, We will accept your investment into eachCycle based on your Written Notice for investment into such Cycle subject toeach Performance Ceiling Threshold set forth in your Written Notice.  Theamount of your investment into each Cycle will equal the lesser of:

1)   The amount contained in your Written Notice.

OR

2)   The sum of:

a)   The amount received from you for investment in eachCycle by the Start Date, and

b)   The amount from a Cycle maturing prior to the applicableStart Date.

If the total amountreceived for investment into a Cycle for all Contracts is more than the maximuminvestment into the Cycle, a pro rata share of the maximum investment into theCycle. 

In the event that the sum exceeds the amount contained inyour Written Notice or the pro rata share of the maximum investment into theCycle, We will return to you any excess amounts as set forth in theSpecifications.

If the total amountreceived for investment into a Cycle for all Contracts is less than the minimuminvestment into the Cycle, We will not establish the Cycle and We return to youany amount of investment we received from you for the Cycle. 

We will measure your Cycle Investment by Units as set forthin the Units and Cycle Investment Section.

                                                                              Section 4. Unit Value

For each Cycle, We will establish the Unit Value on theStart Date, and calculate the Unit Value on each Cycle Business Day and on theMaturity Date. The methods used to calculate the Unit Value on each CycleBusiness Day and on the Maturity Date are different.

4.1.       Unit Value on the Start Date

For each Cycle, on its Start Date, We set the Unit Value at$[10.00].

4.2.       Unit Value ON Each Cycle Business Day During the CyCle Term

For each Cycle, We determine its Unit Value as of eachCycle Business Day based on its Fair Value and the Proportional PerformanceCeiling Rate.

The Fair Value of a Cycle is determined by a Fair ValueCalculation Agent and reflects the current value of the financial instrumentsthat may be purchased to provide a return equal to the change in Index Value atthe end of the Cycle Term subject to the Performance Ceiling Rate and subjectto the Maturity Date Floor Rate.  The Cycle Fair Value is based on a variety offactors considered by the Fair Value Calculation Agent, and may include thechange in the Index Value from the Start Date, volatility of the Index, changesin the interest rate environment and the time remaining to the Maturity Date.

Once We receive the Cycle Fair Value, We compute apreliminary Unit Value.  The Cycle Business Day's Unit Value will equal theCycle Business Day Preliminary Unit Value, but no greater than the CycleBusiness Day Unit Value Ceiling.

A.           Cycle Business Day Preliminary Unit Value

The Cycle Business Day Preliminary Unit Value equals theCycle’s Fair Value divided by the total number of Units outstanding, each as ofthat day.

B.           Cycle Business Day Unit Value Ceiling

If the Cycle Business Day Preliminary Unit Value isgreater than the initial Unit Value, We determine the Cycle Business Day UnitValue Ceiling.  The Cycle Business Day Unit Value Ceiling equals: (i) theinitial Unit Value multiplied by (ii) one plus the Proportional PerformanceCeiling Rate.  The Proportional Performance Ceiling Rate is equal to the (i)Performance Ceiling Rate multiplied by (ii) the time lapsed during theCycle Term divided by the Cycle Term.

4.3.       Unit Value at Maturity

For each Cycle, We determine its Unit Value as of itsMaturity Date based on the change in the Index Value, the Performance CeilingRate, and the Maturity Date Floor Rate.  As of the Maturity Date, We computethe Maturity Date Preliminary Unit Value.  The Maturity Date Unit Value willequal the Maturity Date Preliminary Unit Value subject to being no greater thanthe Maturity Date Unit Value Ceiling and being no less than the Maturity DateUnit Value Floor.

A.           Change in the Index Value

The change in Index Value equals:

1)           The last reported value of the Index on the Maturity Date, minus thelast reported value of the Index on the Start Date, divided by

2)           The last reported value of the Index on the Start Date.

B.           Maturity Date Preliminary Unit Value

The Maturity Date's preliminary Unit Value equals

1)           The initial Unit Value multiplied by

2)           One plus the change in Index Value.  

C.          Maturity Date Unit Value Ceiling

If the preliminary Unit Value is greater than the initialUnit Value, We determine the Maturity Date's Unit Value Ceiling.  The MaturityDate's Unit Value Ceiling equals (i) the initial Unit Value multiplied by (ii)one plus the Performance Ceiling Rate. 

D.          Maturity Date Unit Value Floor

If the preliminary Unit Value is less than the initialUnit Value, We determine the Maturity Date's Unit Value Floor. The MaturityDate Unit Value Floor equals the initial Unit Value multiplied by one plus theMaturity Date Floor Rate.

                                                                                   Section 5. Values

5.1.       Units and Cycle Investment

We measure the amount in each Cycle by Units.

We measure the amount you have in each Cycle by your CycleInvestment.  Your Cycle Investment on any Cycle Business Day is based on thenumber of Units credited to you.  On the Start Date, the number of initialUnits credited to you is the amount you invested as your Cycle Investment,divided by $[10.00]. Units will be reduced for any withdrawals you requestedthat We have effected as set forth in the Withdrawals and Payments Section.

On any Cycle Business Day, your Cycle Investment is equalto the number of Units credited to you multiplied by that day's Unit Value. On any Cycle Business Day after theStart Date, your Cycle Investment may be less than the amount you invested asyour CycleInvestment.

5.2.       Daily and Periodic Reporting

For each Cycle, We will electronically publish the numberof Units credited to you and the Unit Value by no later than the date and timeset forth as shown in the Publication of Cycle Information in theSpecifications on the Business Day following the Cycle Business Day.

At least once each year, We will send you a reportcontaining information required by applicable state law and the following:

1)   The beginning date and end date for the reporting period,and

2)   For each Cycle in which youhave invested during the reporting period:

a)   The Start Date, Cycle Term, Maturity Date Floor Rate,Performance Ceiling Rate, and the value of the Index on the Start Date, and ifthere was a Maturity Date, the value of the Index on the Maturity Date,

b)   The number of Units credited to you at the beginning ofthe reporting period, and on the Cycle Business Day immediately before the dateof the report,

c)   The number of Units redeemed in connection with eachwithdrawal made during the current reporting period, and

d)   The Unit Value at the beginning of the reporting period,and on the Cycle Business Day immediately before the date of the report.

                                                   Section 6. Withdrawals and Payments

6.1.       Before a Maturity Date

You may request to withdraw sums from a Cycle before itsMaturity Date by providing Us Written Notice. If you have invested in multipleCycles, you must specify in the Written Notice the Cycle from which We shouldeffect the withdrawal. Withdrawal requests received by the Close of Trading ona Cycle Business Day will be processed and the amount payable will bedetermined using the Unit Value as of that Cycle Business Day. For withdrawalrequests received after the Close of Trading, the next Cycle Business Day willbe used.

The Company will pay the withdrawal no later than thenumber of days set forth in the Specifications after the Cycle Business Day.Payment will be made as directed by the Contract Holder in the Written Noticefor the withdrawal.

6.2.       In Connection With a Maturity Date

In connection with all Cycles that have the same MaturityDate, We will process the Maturity Date Cycle Investment as follows:

1)   If there is a Start Date occurring on the Business Dayfollowing the Maturity Date and you have provided Written Notice for aninvestment in new Cycles, then on the Start Date, We will apply your MaturityDate Cycle Investment to the applicable Cycles. To the extent the sum of theamounts We have received and your Maturity Date Cycle Investment exceeds theamount contained in your Written Notice, We will return to you any excessamounts as set forth in the Specifications.

2)   If there is no Start Date on the Business Day followingthe Maturity Date or you have not provided a Written Notice for an investmentin new Cycles, then We will pay your Maturity Date’s Cycle Investment as setforth in the Specifications.

                                             Section 7. Non-unitized Separate Account

To support Our obligations under the Collared InvestmentOption, We have established under the Iowa Insurance Law, and hold assets in,the "non-unitized" Separate Account set forth in the Specifications.The income, gains and losses, realized or unrealized, from assets allocated tothe Separate Account shall be credited to or chargedagainst the account, without regard to other income, gains or losses of theCompany.

We are the sole owner of the assets of the SeparateAccount. We may invest and trade the assets of the Separate Account in anymanner We choose. The only restrictions on Our investments of the assets heldin the Separate Account are those set forth by Iowa Insurance Laws. While Weplan to invest the assets of the Separate Account in a manner to generate areturn that approximates the change in the applicable Index, subject to thePerformance Ceiling Rate and Maturity Date Floor Rate, all benefits payable aredetermined according to the applicable Unit Value. The amounts payable underthis Contract are determined by the Unit Value, regardless of the performanceof the assets held in the Separate Account. The Contract Holder does notparticipate in the performance of the assets held in the Separate Account.

We may, subject to applicable state law, transfer allassets allocated to the Separate Account to Our general account.

The Separate Account is not required to be registered, andis not registered, as an investment company under the Investment Company Act of1940.

                                                               Section 8. General provisions

8.1.       Entire Contract

The entire Contract between you and the Company consists ofthe Contract, any attached application, Specifications and any Endorsements,Riders, or signed administrative amendments.

8.2.       Change of Contract

1)   Only an authorized officer of the Company at its HomeOffice or an employee acting pursuant to a written delegation of authority fromsuch officer may change the terms of this Contract. No other employee,producer, or representative of the Company may make any change in thisContract.

2)   This Contract may be changed at any time by writtenmutual agreement of the Contract Holder and the Company. If We propose a changeto this Contract requiring written mutual agreement and the Contract Holderdoes not agree to such change, We reserve the right to cease offering to theContract Holder new Cycles under this Contract.

3)   The Company may change this Contract without yourconsent to conform to federal or state laws or regulations by attaching anEndorsement or Rider to this Contract.

Any change to this Contract under this Section will not beapplied to outstanding Cycles as of the effective date of the change. Thechange shall be applicable to any new Cycles established and Cycle Investmentsmade in such Cycles on or after the effective date of the change.

We will notify the Contract Holder in writing before theeffective date of any such change as set forth in the Specifications.

8.3.       Nonparticipation

This Contract is nonparticipating and does not share in Our earnings. You will not receiveany dividends.

8.4.       State Laws

This Contract is delivered in the state listed on theApplication and is subject to the laws of that jurisdiction.

8.5.       Errors

The Contract Holder shall be solely responsible for theaccuracy of any Written Notice transmitted to Us or Our agent and thetransmission of any Written Notice shall constitute your representation to Usthat the Written Notice is accurate, complete and duly authorized.

8.6.       Misstatement and Adjustments

We reserve the right to correct any informational oradministrative errors.

8.7.       Reservation of Rights

The Company may, in its sole discretion, elect not toexercise a right or reservation specified in this Contract. Such election shallnot constitute a waiver of the right to exercise such right or reservation atany subsequent time.

8.8.       Assignment

The Contract Holder may assign this Contract only with theCompany's written consent. The Contract Holder must provide Written Notice toUs at least [30] calendar days before the assignment effective date. If Weagree, the assignment will take effect on the date the Written Notice issigned, unless otherwise specified by the Contract Holder. Wewill not be bound by any assignment untilit is filed with Us.  We will not be responsible for thevalidity of any assignment. We will not be liable for any payments We makebefore recording the Written Notice of assignment.

8.9.       Termination

1)   By the Company

The Company may terminate thisContract at any time. To terminate this Contract, the Company must provideNotice of the termination at least [30] calendar days before the terminationEffective Date.

Upon the effective date of thetermination, no new Cycles will be made available to the Contract Holder.Outstanding Cycles on the effective date of the termination shall continue tooperate as set forth in this Contract. Upon the payment of the CycleInvestments for all outstanding Cycles on the termination effective date, theCompany's obligations under this Contract shall be fully discharged and nofurther payments will be due to the Contract Holder.

2)    By the ContractHolder

The Contract Holder mayterminate this Contract at any time. To terminate this Contract, the ContractHolder must provide Us Written Notice at least [30] calendar days before thetermination effective date including:

A.   the effective date of the termination by the Contract Holder; and

B.   the Contract Holder's election to withdraw all amounts from theoutstanding Cycles or to continue the Cycle Investments in all the outstandingCycles, as of the termination effective date.

If the Contract Holder elects a withdrawal of all amountsfrom all outstanding Cycles as of the termination effective date, the Companyshall pay the Cycle Investments for all outstanding Cycles determined as of thetermination effective date within two Business Days after the terminationeffective date. Such payment shall fully discharge the Company’s obligationsunder this Contract.

If the Contract Holder elects to continue the CycleInvestments in all outstanding Cycles as of the termination effective date,those Cycles shall continue to operate as set forth in this Contract. Upon thepayment of the applicable Cycle Investments for all outstanding Cycles, theCompany's obligations under this Contract shall be fully discharged and nofurther payments will be due to the Contract Holder.

8.10.    Deferral

The Company may defer any withdrawal request and may deferany payment under this Contract if, due to the closing or other disruption offinancial markets or exchanges, or other circumstances beyond the Company’scontrol, the Company is unable to settle the necessary transactions prudentlyas reasonably determined by the Company.

SEPARATE ACCOUNT GROUP FUNDING AGREEMENT

NON-PARTICIPATING - NOT ELIGIBLE FOR DIVIDENDS

ALL PAYMENTS AND VALUES PROVIDED BY THIS GROUP CONTRACT ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT, EXCEPT THAT PAYMENTS WILL BE SUBJECT TO THE APPLICABLE MATURITY DATE FLOOR RATE

September 11, 2019

The Board of Directors

Midland National Life Insurance Company

Des Moines, Iowa

Re:       Registration Statement on Form S-1 of Midland National Life Insurance Company

Group  Funding Agreement – Collared Investment Option (the “Contract”)

Directors:

In my capacity as Associate General Counsel of Midland National Life Insurance Company (the “Company”), I have supervised the preparation of the Form S-1 Registration Statement for the Contracts to be filed on September 6, 2019 by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Registration Statement”). I have examined such documents and such law as I considered necessary and appropriate, and on the basis of such examination it is my opinion that:

1.      The Company is duly organized and validly existing under the laws of the State of Iowa and has been duly authorized to issue the Contracts by the Iowa Insurance Division.

2.      The Contracts, when issued as contemplated by the Registration Statement, will constitute legal, validly issued and binding obligations of the Company in accordance with the terms of the Contract.

I hereby consent to the filing of this opinion as an Exhibit to said Form S-1 Registration Statement.

Sincerely,

/s/Brett Agnew

Brett Agnew

Vice President, Associate General Counsel

POWER OF ATTORNEY

The undersigned Directors and Officersof Midland National Life Insurance Company, an Iowa corporation (the“Company”), hereby constitute and appoint Brian Hansen, Brett L. Agnew andStacy Bagby and each of them (with full power to each of them to act alone),its true and lawful attorney-in-fact and agent, with full power of substitutionto each, for it and on its behalf and in its name, place and stead, to executeand file any of the documents referred to below relating to registrations underthe Securities Act of 1933 (including but not limited to: 33-16354; 33-76318;333-14061; 333-14081; 333-80975; 333-58300; 333-148111; 333-148824; 333-153825;333-119088; 333-108437; 333-71800; 33-64016; 333-128910; 333-128978;333-176870; 333-221820) and if applicable under the Investment Company Act of1940 (including but not limited to: 811-05271; 811-07772) with respect to anyinsurance contract(s): registration statements on any form or forms under theSecurities Act of 1933 and under the Investment Company Act of 1940, and anyand all amendments and supplements thereto, with all exhibits and allinstruments necessary or appropriate in connection therewith, each of saidattorneys-in-fact and agents and they or their substitutes being empowered toact with or without the others or other, and to have full power and authorityto do or cause to be done in the name and on behalf of the undersigned each andevery act and thing requisite and necessary or appropriate with respect theretoto be done in and about the premises in order to effectuate the same, as fullyto all intents and purposes as the undersigned might or could do in person,hereby ratifying and confirming all that said attorneys-in-fact and agents, orany of them, may do or cause to be done by virtue thereof.

The consent of each of the undersignedDirectors and Officers to the above-stated Power of Attorney, evidenced bywriting their individual signatures below, are given with the intent to makesuch resolution effective as of the date specified above without regard to thedate(s) such signatures may actually be written on this Power of Attorney. This Power of Attorney may be executed by the Directors and Officers in one ormore counterparts and each executed counterpart shall be deemed an original andall such executed counterparts when taken together shall be the consent to thePower of Attorney by the undersigned Directors and Officers.

INWITNESS WHEREOF, the undersigned has hereunto set his hand, this            dayof

April,2019.

SIGNATURE                                         DATE               SIGNATURE                                         DATE

/s/DarronK. Ash                                 4/3/19             /s/EsfandyarE. Dinshaw                    4/3/19

DarronK. Ash                                                             Esfandyar E.Dinshaw

/s/DavidC. Attaway                            4/9/19             /s/William D.Heinz                            4/2/19

DavidC. Attaway                                                       William D.Heinz

/s/WillardBunn, III                              4/8/19             /s/HeatherKreager                             4/3/19

WillardBunn, III                                                          HeatherKreager

/s/JamesRoderick Clark                    4/3/19              /s/Michael M.Masterson                    4/8/19

JamesRoderick Clark                                                 Michael M.Masterson

/s/ThomasCorcoran                           4/3/19             /s/Steven C.Palmitier                         4/2/19

ThomasCorcoran                                                       Steven C.Palmitier