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PROTECTIVE LIFE INSURANCE COMPANY  P.O. BOX 10648 BIRMINGHAM, ALABAMA 35202-0648
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                  COMPOUND AND 3-YEAR RESET DEATH BENEFIT RIDER
           INCLUDING WAIVER OF SURRENDER CHARGES FOR TERMINAL ILLNESS
                           OR NURSING HOME CONFINEMENT

We are amending the Contract to which this rider is attached by adding the
following provisions and making them a part of the Contract as of its Effective
Date:

COMPOUND DEATH BENEFIT - We will determine a compound anniversary value on the
most recent Contract Anniversary before the earlier of the deceased Owner's 80th
birthday or the deceased Owner's date of death.

The compound anniversary value is equal to the sum of:

(a)      the accumulation to the Contract Anniversary of all Purchase Payments
         prior to that Contract Anniversary, minus the accumulation of amounts
         surrendered including associated surrender charges prior to that
         Contract Anniversary; plus,

(b)      any Purchase Payments on or since that Contract Anniversary, minus any
         amounts surrendered including associated surrender charges on or since
         that Contract Anniversary.

If the Effective Date is before the deceased Owner's 71st birthday, the amounts
in (a) will accumulate at an annual effective interest rate of 4.00%. If the
Effective Date is on or after the deceased Owner's 71st birthday, the amounts in
(a) will accumulate at an annual effective interest rate of 3.00%

3-YEAR RESET DEATH BENEFIT - We will determine a 3-year reset anniversary value
every 3rd Contract Anniversary occurring before the earlier of the deceased
Owner's 80th birthday or the deceased Owner's date of death. Each 3-year reset
anniversary value is equal the sum of: the Contract Value on that Contract
Anniversary; plus all Purchase Payments since that Contract Anniversary; minus
all amounts surrendered including associated surrender charges since that
Contract Anniversary.

The death benefit will equal the greatest of: (1) the Contract Value; or (2)
aggregate Purchase Payments less aggregate surrenders including associated
surrender charges; or (3) the compound anniversary value; or (4) the greatest
3-year reset anniversary value attained.


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WAIVER OF SURRENDER CHARGES - We will waive any applicable surrender charge if,
at any time after the first Contract Year:

         (1)   you are first diagnosed as having a terminal illness by a
               physician that is not related to you or the Annuitant; or,

         (2)   you enter, for a period of at least ninety (90) days, a facility
               which is both
               (a) licensed by the state; and,
               (b) qualified as a skilled nursing home facility under Medicare
                   or Medicaid.

The term "terminal illness" means that you are diagnosed as having a
non-correctable medical condition that, with a reasonable degree of medical
certainty, will result in your death in less than 12 months. A "physician" is a
medical doctor licensed by a state's Board of Medical Examiners, or similar
authority in the United States, acting within the scope of his or her license.
Written proof of a terminal illness satisfactory to the Company must be
submitted. The Company reserves the right to require an examination by a
physician of its choice.

Once the waiver of surrender charges has been granted no surrender charges will
apply to the Contract in the future and no additional Purchase Payments will be
accepted by the Company.

If any Owner is not an individual, the Waiver of Surrender Charge provisions
will apply to the Annuitant.

SUSPENSION OF BENEFITS - For a period of one year after any change of ownership
involving a natural person, the death benefit will equal the Contract Value and
the surrender charges will not be waived under the provision above.

Signed for the Company as of the Effective Date.

PROTECTIVE LIFE INSURANCE COMPANY

       /s/ Deborah J. Long

           Secretary


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