Protective Life Insurance Company
Nashville, Tennessee (A Stock Insurance Company)

GROUP FLEXIBLE PREMIUM DEFERRED FIXED
AND VARIABLE ANNUITY CONTRACT
(Non-Participating)

Protective Life Insurance Company agrees to provide the benefits described in this Contract. The Contract alone governs the rights of the parties. A Contract will be furnished with each Certificate issued.

THIS IS A VARIABLE ANNUITY CONTRACT

AMOUNTS AVAILABLE UNDER THIS CONTRACT AND THE ANNUITY INCOME PAYMENTS, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE PROTECTIVE VARIABLE ANNUITY SEPARATE ACCOUNT, ARE VARIABLE. NO MINIMUM VALUE IS GUARANTEED FOR AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT.

RIGHT TO CANCEL

YOU HAVE THE RIGHT TO RETURN THIS CONTRACT. You may end your participation in the Contract within ten days after you receive it by returning the Contract and Certificate to our administrative office, or to the agent who sold it to you, with a written request for cancellation. Return by mail is effective on being post-marked, properly addressed and postage pre-paid. We will promptly return the Contract Value plus any amount deducted for premium taxes. This amount may be more or less than the Purchase Payments.

Deborah J. Long Secretary		John D. Johns President

THIS IS A LEGALLY BINDING CONTRACT
READ IT CAREFULLY

Administrative Office:
PROTECTIVE LIFE INSURANCE COMPANY
2801 Highway 280 South
P. O. Box 10648
Birmingham, Alabama 35202-0648
(800) 456-6330

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SCHEDULE

CONTRACT HOLDER: {AmSouth Bank, N.A., as Trustee.}

CLASS OF ELIGIBLE OWNERS: {Account holders of Broker/Dealers with selling agreements with Protective Life Insurance Company, its subsidiaries or its affiliates.}

JURISDICTION: {This Contract is governed by the laws of the State of Alabama.}

CONTRACT MAINTENANCE FEE: {$30}
The contract maintenance fee is deducted prior to the Annuity Commencement Date on each Contract Anniversary, and on any day that the Contract is surrendered other than the Contract Anniversary. The contract maintenance fee will be deducted from the Allocation Options in the same proportion as their values are to the Contract Value. The contract maintenance fee will be waived by the Company in the event the Contract Value or the aggregate Purchase Payments reduced by surrenders equals or exceeds $50,000 on the date the contract maintenance fee is to be deducted.

MORTALITY AND EXPENSE RISK CHARGE: {1.25%} per annum prior to the Annuity Commencement Date, and {1.25%} per annum on or after the Annuity Commencement Date.

ADMINISTRATION CHARGE: {0.15%} per annum.

TRANSFER FEE: {$25} per transfer in excess of 12 transfers per Certificate in any Contract Year.

SURRENDER CHARGE

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ALLOCATION OPTIONS AVAILABLE ON THE EFFECTIVE DATE

{Protective Life Guaranteed Account}

{Fixed Account}
{DCA Fixed Account 1}
{DCA Fixed Account 2}

{Goldman Sachs/PIC}

{International Equity}
{Small Cap Value}
{Capital Growth}
{CORE U.S. Equity}
{Growth and Income}
{Global Income}

{Goldman Sachs}

{Internet Tollkeeper}

{Massachusetts Financial Services (MFS)}

{New Discovery}
{Emerging Growth}
{Research}
{Investors Growth Stock}
{Utilities}
{Investors Trust}
{Growth Series}

{OppenheimerFunds}

{Aggressive Growth}
{Global Securities}
{Capital Appreciation}
{Main Street Growth & Income}
{High Income}
{Strategic Bond}
{Money Fund}

{Van Kampen Life Investment Trust}

{Emerging Growth}
{Enterprise}
{Comstock}
{Growth and Income}
{Strategic Stock}

 

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