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Exhibit 4(b)  


         

  


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 copy of the
Contract will be furnished with each Certificate issued. The Certificate is pages 3 and 4 of the document prepared for the Participant. 


 
 

THIS IS A VARIABLE ANNUITY CONTRACT    
    


        AMOUNTS AVAILABLE UNDER THIS CONTRACT, INCLUDING THE CONTRACT VALUE, DEATH BENEFIT 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 amounts deducted from the Purchase Payments before they were applied to the Contract. The amount we return may be more or less
than your Purchase Payments. 



	/s/ John D. Johns	 	/s/ Deborah J. Long
	

John D. Johns

President	
 	

Deborah J. Long

Secretary




 
 

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    






 
This
Page Intentionally left blank. 


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INSERT CORRECT DATA PAGE HERE  


 
 

SCHEDULE—if issued to Contractholder
  CERTIFICATE—if issued to Participant    
    


3





 


4





 
 
 

TABLE OF CONTENTS    
    



	Definitions	 	7	 
	
Parties to the Contract	
 	

8	
 
	Company	 	8	 
	Owner	 	8	 
	Change of Owner	 	8	 
	Beneficiary	 	8	 
	Change of Beneficiary	 	8	 
	Annuitant	 	8	 
	Change of Annuitant	 	8	 
	Payee	 	8	 
	
General Provisions	
 	

8	
 
	Entire Contract	 	8	 
	Modification of the Contract	 	8	 
	Incontestability	 	9	 
	Assignment	 	9	 
	Written Notice	 	9	 
	Error in Age or Gender	 	9	 
	Settlement	 	9	 
	Receipt of Payment	 	9	 
	Protection of Proceeds	 	9	 
	Premium Tax	 	9	 
	Non-Participating	 	9	 
	Minimum Values	 	9	 
	Application of Law	 	9	 
	Reports	 	9	 
	
Purchase Payments	
 	

10	
 
	Purchase Payment	 	10	 
	Allocation of Purchase Payments	 	10	 
	No Default	 	10	 
	
Variable Account	
 	

10	
 
	General Description	 	10	 
	Sub-Accounts of the Variable Account	 	10	 
	Variable Account Value	 	11	 
	Accumulation Unit Values	 	11	 
	
Transfers	
 	

12	
 
	Transfers	 	12	 
	Dollar Cost Averaging	 	12	 
	
Surrenders	
 	

12	
 
	Full and Partial Surrenders	 	12	 
	{Penalty Free Surrender	 	12	}
	{Determining the Surrender Charge	 	13	}
	Suspension or Delay in Payment of Surrender	 	13	 





5





 

	
Death Benefit	
 	

13	
 
	Death of an Owner	 	13	 
	Death of the Annuitant	 	13	 
	Payment of the Death Benefit	 	14	 
	Suspension of Payment	 	14	 
	
Annuitization	
 	

14	
 
	Annuity Commencement Date	 	14	 
	Annuity Income Payments	 	14	 
	Fixed Income Payments	 	14	 
	Variable Income Payments	 	14	 
	Annuity Unit Values	 	15	 
	Selection of Annuity Option	 	15	 
	Annuity Options	 	15	 
	Minimum Amounts	 	15	 
	Guaranteed Purchase Rates	 	16	 
	Fixed Annuity Tables	 	16	 
	Variable Annuity Tables	 	17	 




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DEFINITIONS    
    


        Accumulation Unit: A unit of measure used to calculate the value of a Sub-Account prior to the Annuity
Commencement Date. 


        Age:    The age of a person on her or his last birthday. 


        Allocation Option:    Any account to which Purchase Payments may be allocated or Contract Value transferred under this Contract.



        Annuity Commencement Date:    The date as of which the Contract Value, less applicable premium tax, is applied to an Annuity
Option. 


        Annuity Option:    The payout option pursuant to which the Company makes annuity income payments. 


        Annuity Unit: A unit of measure used to calculate the amount of the variable income payments. 


        Assumed Investment Return:    The assumed annual rate of return used to calculate the amount of the variable income payments. 



        Certificate:    The document the Company issues to evidence the Owner's participation in the Contract. 


        Contract Anniversary:    The same month and day as the Effective Date in each subsequent year of the Contract while this
Certificate is in force. 


        Contract Holder:    The entity that holds a Contract under which Certificates may be issued. 



        Contract Value:    Prior to the Annuity Commencement Date, the Variable Account value attributable to a Certificate issued under
this Contract. 


        Contract Year:    Any period of 12 months commencing with the Effective Date or any Contract Anniversary. 


        Effective Date:    The date as of which the initial Purchase Payment is credited to the Contract and the date the Contract takes
effect with respect to an Owner. The Certificate is issued on the Effective Date. 


        Fund:    Any investment portfolio in which a corresponding Sub-Account invests. 


        Purchase Payment:    The amount(s) paid by the Owner and accepted by the Company as consideration for the Owner's participation
this Contract. 


        Sub-Account: A separate division of the Variable Account. 


        Valuation Day:    Each day on which the New York Stock Exchange is open for business. 


        Valuation Period:    The period which begins at the close of regular trading on the New York Stock Exchange on any Valuation Day
and ends at the close of regular trading on the next Valuation Day. 


        Variable Account:    The Protective Variable Annuity Separate Account, a separate investment account of Protective Life. 



        Written Notice: A notice or request submitted in writing in a form satisfactory to the Company that is received at the Company's
administrative office. 


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PARTIES TO THE CONTRACT    
    



        Company—Protective Life Insurance Company, also referred to as "Protective Life", "we", "us" and
"our". 


        Owner—The person or persons who have been issued a Certificate and are entitled to exercise all rights and privileges provided
in the Contract. Owners may exercise these rights and privileges without the consent of the Contract Holder. A Certificate may be issued to no more than two Owners. Individuals as well as
non-natural persons, such as corporations or trusts, may be Owners. In this Contract the Owner is also referred to as "you" and "your". 



        Change of Owner—The Owner may be changed by Written Notice provided: (a) the new Owner's Age would not have prevented a
purchase of this Certificate, including any attached optional
benefit rider, on the Effective Date; and, (b) the new Owner attains Age {95} on or after the Annuity Commencement Date. 


        Beneficiary—The person or persons who may receive the benefits of this Contract upon the death of an Owner. 



Primary—The Primary Beneficiary is the surviving Owner, if any. If there is no surviving Owner, the Primary Beneficiary is the person or
persons designated by the Owner and named in our records. 


Contingent—The Contingent Beneficiary is the person or persons designated by the Owner and named in our records to be Beneficiary if the
Primary Beneficiary is not living. 




        If
no Beneficiary designation is in effect or if no Beneficiary is living at the time of an Owner's death, the Beneficiary will be the estate of the deceased Owner. If an Owner dies on
or after the Annuity Commencement Date, the Beneficiary will become the new Owner. 



        Change of Beneficiary—Unless designated irrevocably, you may change the Beneficiary by Written Notice prior to the death of
any Owner. An irrevocable Beneficiary is one whose written consent is needed before you can change the Beneficiary designation or exercise certain other rights. 


        Annuitant—The person or persons on whose life annuity income payments may be based. Owner 1 is the Annuitant unless the Owner
designates another person as the Annuitant. 


        Change of Annuitant—You may change the Annuitant by Written Notice prior to the Annuity Commencement Date. However, if any
Owner is not an individual the Annuitant may not be changed. You may not designate an Annuitant who attains Age {76} on or before the Effective Date or who will attain Age {95} earlier than the
Annuity Commencement Date in effect when the change of Annuitant is requested. 


        Payee—The person or persons designated by the Owner to receive the annuity income payments under the Contract. The Annuitant
is the Payee unless you designate another party as the Payee. You may change the Payee at any time. 


 
 

GENERAL PROVISIONS    
    


        Entire Contract—This Contract and its attachments including the Certificate, the copy of your
application and any endorsements, amendments and riders, constitute the entire agreement between you and us. All statements in the application shall be considered representations and not warranties. 


        Modification of the Contract—No one is authorized to modify or waive any term or provision of this Contract unless we agree to
the modification or waiver in writing and it is signed by our President, Vice-President or Secretary. We reserve the right to change or modify the provisions of this Contract to conform to
any applicable laws, rules or regulations issued by a government agency, or to assure 


8





 



continued
qualification of the Contract as an annuity contract under the Internal Revenue Code. We will send you a copy of the endorsement that modifies the Contract, and where required we will obtain
all necessary approvals, including yours. 


        Incontestability—We will not contest this Contract after it is issued. 


        Assignment—You have the right to assign your interest in this Contract. We do not assume responsibility for the assignment.
Any claim made while the Contract is assigned is subject to proof of the nature and extent of the assignee's interest prior to payment. 


        Written Notice—All instructions under this Contract, and requests to change or assign a Certificate must be by Written Notice.
The Written Notice is effective as of the date it was signed, however, we are not responsible for following any instruction or making any change or assignment before we actually receive the Written
Notice. 


        Error in Age or Gender—When a Contract benefit or charge is contingent upon any person's Age or gender, we may require proof
of such. We may suspend the payments until proof is provided. When we receive satisfactory proof, we will make the payments that were due during the period of suspension. Where the use of unisex
mortality rates is required, we will not determine or adjust benefits based upon gender. 



        If
after proof of Age and gender (where applicable) is provided, it is determined that the information you furnished was not correct, we will adjust the benefits and charges to those
that would result based upon the correct information. If we have underpaid a benefit because of the error, we will make up the underpayment in a lump sum. If the error resulted in an overpayment, we
will deduct the amount of the overpayment from any current or future payment due under the Contract. Underpayments and overpayments will bear interest at an annual effective interest rate of {3%}. 


        Settlement—Benefits due under this Contract are payable from our administrative office and may be applied to any option we
offer for such payments at the time the election is made. Unless directed otherwise by Written Notice, we will make payments according to the instructions contained in our records at the time the
payment is made. We shall be discharged from all liability for payment to the extent of any payments we make. 


        Receipt of Payment—If any Owner, Annuitant, Beneficiary or Payee is incapable of giving a valid receipt for any payment, we
may make such payment to whomever has legally assumed her or his care and principal support. Any such payment shall fully discharge us to the extent of that payment. 



        Protection of Proceeds—To the extent permitted by law and except as provided by an assignment, no benefits payable under this
Contract will be subject to the claims of creditors. 


        Premium Tax—Premium tax will be deducted, if applicable. Premium tax may be deducted from the Purchase Payment(s) when
accepted, from the Contract Value upon a full or partial surrender, from the death benefit, or amounts applied to an Annuity Option. 


        Non-Participating—This Contract does not share in our surplus or profits, or pay dividends. 



        Minimum Values—The values available under the Contract are at least equal to the minimum values required in the state where
the Contract is delivered. 


        Application of Law—The provisions of the Contract are to be interpreted in accordance with the laws of the state of {Iowa},
with the Internal Revenue Code and with applicable regulations. 


        Reports—At least annually prior to the Annuity Commencement Date, we will send to you at the address contained in our records
a report showing your current Contract Value and any other information required by law as of a date not more than 31 days prior to the mailing date. 


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PURCHASE PAYMENTS    
    


        Purchase Payments—All Purchase Payments are payable at our administrative office. They shall be made
by check payable to Protective Life Insurance Company or by any other method we deem acceptable. Your initial Purchase Payment is shown on the Certificate. 



        Generally,
we will accept additional Purchase Payments until the oldest Owner or Annuitant attains Age {86}. The minimum additional Purchase Payment we will accept is $100. The maximum
aggregate Purchase Payment(s) we will accept without prior administrative office approval is {$1,000,000}. We reserve the right not to accept any Purchase Payment. 


        Allocation of Purchase Payments—We allocate Purchase Payments according to the instructions contained in our records at the
time we accept the Purchase Payment at our administrative office. Your initial allocation instructions are on the application. You may change your allocation instructions at any time by Written
Notice. Allocations must be made in whole percentages. 


        No Default—You are not required to make any additional Purchase Payments. 


 
 

VARIABLE ACCOUNT    
    


        General Description—The variable benefits under the Contract are provided through the Protective
Variable Annuity Separate Account, which is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940. We own the assets in the
Variable Account. The portion of the assets of the Variable Account equal to the reserves and other contract liabilities with respect to the Variable Account are not chargeable with the liabilities
arising out of any other business we may conduct. The income, gains and losses, both realized and unrealized, from the assets of the Variable Account shall be credited to or charged against the
Variable Account without regard to any other income, gains or losses of the Company. We have the right to transfer to our general account any assets of the Variable Account that are in excess of such
reserves and other liabilities. 


        Sub-Accounts of the Variable Account—The Variable Account is divided into a series of Sub-Accounts.
The Sub-Accounts available on the Effective Date are listed on the Certificate. Each Sub-Account invests in shares of a corresponding Fund. The income, dividends, and gains, if
any, distributed from the shares of a Fund will be reinvested by purchasing additional shares of that Fund at its net asset value. 


        When
permitted by law, we may: 



	(1)
	create
new variable accounts;



	(2)
	combine
variable accounts, including the Variable Account;



	(3)
	add
new Sub-Accounts to, or remove existing Sub-Accounts from the Variable Account, or combine Sub-Accounts;



	(4)
	make
new Sub-Accounts or other Sub-Accounts available to such classes of the Contracts as we may determine;



	(5)
	add
new Funds, or remove existing Funds;



	(6)
	substitute
a different Fund for any existing Fund if shares of a Fund are no longer available for investment, or if we determine that investment in a Fund is no longer appropriate in
light of the purposes of the Variable Account;



	(7)
	deregister
the Variable Account under the Investment Company Act of 1940 if such registration is no longer required; 



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	(8)
	operate
the Variable Account as a management investment company under the Investment Company Act of 1940 or as any other form permitted by law; and



	(9)
	make
any changes to the Variable Account or its operations as may be required by the Investment Company Act of 1940 or other applicable law or regulations. 




        The
values and benefits of this Contract provided by the Variable Account depend on the investment performance of the Funds in which the Sub-Accounts invest. We do not
guarantee the investment performance of the Funds. You bear the full investment risk for amounts allocated or transferred to the Sub-Accounts. 


        We
reserve the right to deduct taxes attributable to the operation of the Variable Account. 


        Variable Account Value—At any time prior to the Annuity Commencement Date, the Variable Account value is equal to: 



	(1)
	Purchase
Payments allocated to the Variable Account; plus



	(2)
	other
amounts applied to the Variable Account; plus or minus



	(3)
	investment
performance; minus



	(4)
	the
amount of any surrenders removed from the Variable Account including applicable surrender charges, if any; minus



	(5)
	other
charges, fees and premium tax deducted from the Variable Account. 




        The
Variable Account value equals the total of the Sub-Account values. 


        Amounts
allocated to the Variable Account are used to purchase Accumulation Units of one or more Sub-Accounts. To calculate the value of a Sub-Account, we
multiply the number of Accumulation Units attributable to each Sub-Account by the Accumulation Unit value for that Sub-Account as of the Valuation Period for which the value is
being determined. 


        Events
that will result in the cancellation of an appropriate number of Accumulation Units of a Sub-Account include, but are not limited to: 



	(1)
	transfers
from a Sub-Account;



	(2)
	a
full or partial surrender;



	(3)
	payment
of the death benefit;



	(4)
	annuitization;



	(5)
	deduction
of charges, fees or premium tax. 




        Accumulation
Units will be canceled as of the end of the Valuation Period during which the transaction occurs. 


        Accumulation Unit Values—The Accumulation Unit value for each Sub-Account on any Valuation Day is determined by
multiplying the Accumulation Unit value on the prior Valuation Day by the net investment factor for the Valuation Period. The net investment factor is used to measure the investment performance of a
Sub-Account from one Valuation Period to the next. A net investment factor is determined for each Sub-Account for each Valuation Period. The net investment factor may be
greater or less than one, so the value of an Accumulation Unit can increase or decrease. 


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        The
net investment factor for any Sub-Account for any Valuation Period is determined by dividing (1) by (2) and subtracting (3), where: 



	(1)
	is
the result of:



	a.
	the
net asset value per share of the Fund held in the Sub-Account, determined at the end of the current Valuation Period; plus



	b.
	the
per share amount of any dividend or capital gain distributions made by the Funds held in the Sub-Account, if the "ex-dividend" date occurs during the
current Valuation Period.






	(2)
	is
the net asset value per share of the Fund held in the Sub-Account, determined at the end of the most recent prior Valuation Period.



	(3)
	is
a factor representing the mortality and expense risk charge and the administration charge for the number of days in the Valuation Period and a charge or credit for any taxes
attributed to the investment operations of the Sub-Account, as determined by the Company. 



 
 

TRANSFERS    
    


        Transfers—Prior to the Annuity Commencement Date, you may instruct us to transfer amounts among the
Allocation Options. You must transfer at least $100 or, if less, the entire amount in the Allocation Option each time you make a transfer. If after the transfer the amount remaining in any of the
Allocation Options from which the transfer is made is less than $100, we may transfer the entire amount instead of the requested amount. We may also limit the number of transfers to no more than 12
per year. For each additional transfer over 12 during each Contract Year, we may charge the transfer fee shown on the Certificate. The transfer fee, if any, will be deducted from the amount being
transferred. We will not honor transfer requests when the transfer would be detrimental to any Fund, other Owners or the Variable Account. 


        Dollar Cost Averaging—Prior to the Annuity Commencement Date, you may instruct us by Written Notice to systematically and
automatically transfer, on a monthly or quarterly basis, amounts from a Sub-Account into one or more different Sub-Accounts, except no dollar cost averaging transfers may be
made into the {OppenheimerFunds Money} Sub-Account. Dollar cost averaging transfers can be made on the 1st through the 28th day of a month. We will continue
dollar cost averaging transfers until the earlier of: 



	(1)
	the
value of the Sub-Account from which the transfers are being made is $0; or



	(2)
	you
instruct us by Written Notice to discontinue the transfers. 




        Transfers
made to facilitate dollar cost averaging will not count against the12 transfers allowed each Contract Year. 


 
 

SURRENDERS    
    


        Full and Partial Surrenders—You may fully surrender your Certificate any time prior to the Annuity
Commencement Date. You may request a partial surrender prior to the Annuity Commencement Date provided the Contract Value remaining after the partial surrender is at least {$5,000} for
non-qualified Contracts or {$2,000} for qualified Contracts. The amount we pay upon a full or partial surrender is equal to the Contract Value surrendered minus applicable
surrender charges, if any, fees and premium tax. We will make partial surrenders pro-rata from the Allocation Options 


        {Penalty Free Surrender—During the first Contract Year you may withdraw an amount equal to {10%} of your initial Purchase
Payments without incurring a surrender charge. In any subsequent 


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Contract
Year you may withdraw, without incurring a surrender charge, an amount equal to the greatest of: 



	(1)
	the
earnings in your Contract as of the prior Contract Anniversary, if any; or,



	(2)
	{10%}
of your cumulative Purchase Payments as of the prior Contract Anniversary; or,



	(3)
	{10%}
of the Contract Value as of the prior Contract Anniversary. 




        This
is called a 'penalty free surrender'. For the purpose of determining the penalty free surrender, earnings equal the Contract Value on the prior Contract Anniversary minus Purchase
Payments not previously assessed with a surrender charge. Surrenders in excess of the penalty free surrender in any Contract Year are subject to the surrender charge. 


        Determining the Surrender Charge—We calculate the surrender charge by first allocating surrendered Contract Value in excess of
any penalty free surrender to Purchase Payments not previously assessed with a surrender charge using a "first-in, first-out" (FIFO) basis. We then allocate any remaining
surrendered Contract Value pro-rata to these Purchase Payments. The surrender charge is the total of each of the allocated amounts of surrendered Contract Value multiplied by its
applicable surrender charge percentage, as shown on the Certificate. If the surrendered Contract Value exceeds any penalty free surrender and if no surrendered Contract Value was allocated to Purchase
Payments, the surrender charge on the surrendered Contract Value is determined by applying the surrender charge percentage associated with the most recent Purchase Payment we accepted.} 


        Suspension or Delay in Payment of Surrender—The Company may suspend or delay the date of payment of a partial or full
surrender from the Variable Account value for any period: 



	(1)
	when
the New York Stock Exchange is closed; or



	(2)
	when
trading on the New York Stock Exchange is restricted; or



	(3)
	when
an emergency exists (as determined by the Securities and Exchange Commission) as a result of which:



	a.
	the
disposal of securities in the Variable Account is not reasonably practical; or



	b.
	it
is not reasonably practical to determine fairly the value of the net assets of the Variable Account; or






	(4)
	when
the Securities and Exchange Commission, by order, so permits for the protection of security holders. 



 
 

DEATH BENEFIT    
    


        Death of an Owner—If an Owner dies before the Annuity Commencement Date and while this Contract is in
force, we will pay the death benefit to the Beneficiary. If an Owner dies on or after the Annuity Commencement Date, the Beneficiary will become the new Owner and remaining payments must be
distributed at least as rapidly as under the Annuity Option in effect at the time of the Owner's death. 


        Death of the Annuitant—If the Annuitant is not an Owner and dies prior to the Annuity Commencement Date, Owner 1 will become
the new Annuitant unless you designate otherwise. If any Owner is not an individual, we will treat the death of the Annuitant as a death of an Owner. 


        Death Benefit—The death benefit is the Contract Value as of the end of the Valuation Period during which we receive due proof
of death. Only one death benefit is payable under this Contract, even though the Contract may, in some circumstances, continue beyond an Owner's death. 


13





 



        Payment of the Death Benefit—The death benefit may be taken in one sum immediately and the Contract will terminate. If the
death benefit is not taken in one sum immediately, the entire interest in the Contract must be distributed under one of the following options: 



	(1)
	the
entire interest must be distributed over the life of the Beneficiary, or over a period not extending beyond the life expectancy of the Beneficiary, with distribution beginning
within one year of the deceased Owner's death; or,



	(2)
	the
entire interest must be distributed within 5 years of the deceased Owner's death. 




        If
the Beneficiary is the deceased Owner's spouse, the surviving spouse may elect, in lieu of receiving the death benefit, to continue the Contract and become the new Owner provided the
deceased Owner's spouse meets all the requirements in the "Change of Owner" provision. The surviving spouse may then select a new Beneficiary. Upon the surviving spouse's death, the Beneficiary may
take the death benefit in one sum immediately and the Contract will terminate. If not taken in one sum immediately, the death benefit must be distributed to the Beneficiary according to either
paragraph (1) or (2), above. 


        If
there is more than one Beneficiary, the foregoing provisions apply to each Beneficiary individually. 


        The
death benefit provisions of this Contract shall be interpreted to comply with the requirements of §72(s) of the Internal Revenue Code. We will endorse this Contract as
necessary to conform to regulatory requirements. We will obtain all necessary regulatory approvals and will send you a copy of the endorsement. 


        Suspension of Payment—Payment of the death benefit may be suspended or delayed under the circumstances described in the
"Suspension or Delay in Payment of Surrender" provision. 


 
 

ANNUITIZATION    
    


        Annuity Commencement Date—On the Effective Date, the Annuity Commencement Date is the oldest Owner's
or Annuitant's {95th} birthday and is shown on the Certificate. The Owner may change the Annuity Commencement Date by Written Notice. The proposed Annuity Commencement Date must be at
least 30 days beyond the date the request is received by the Company, and at least {3} years after the last Purchase Payment. You may not select an Annuity Commencement Date that occurs after
the oldest Owner or Annuitant attains Age {95}. 


        On
the Annuity Commencement Date, we apply the Contract Value, less any applicable premium tax, to the Annuity Option you select and establish annuity income payments. 


        Annuity Income Payments—You may elect to receive fixed income payments, variable income payments, or a combination of both
using the same Annuity Option and certain period. 


        Fixed Income Payments—Fixed income payments are periodic payments from the Company to the designated Payee, the amount of
which is fixed and guaranteed by the Company. Fixed income payments are not in any way dependent upon the investment experience of the Variable Account. 


        Variable Income Payments—Variable income payments are periodic payments from the Company to the designated Payee, the amount
of which varies from one payment to the next as a reflection of the net investment experience of the Sub-Account(s) you select to support the payments. 


        Using
an Assumed Investment Return of 5%, we determine the dollar value of a variable income payment as of the Annuity Commencement Date. However, no payment is actually made on that
date. We then allocate that dollar amount among the Sub-Accounts you selected to support your variable income payments. Based on the Annuity Unit values of the selected
Sub-Accounts on that date, we determine the number of Annuity Units attributable to each Sub-Account. The number of Annuity 


14





 



Units
attributable to each Sub-Account remains constant unless there is a transfer of Annuity Units between Sub-Accounts. 


        To
calculate the amount of each variable income payment, we multiply the number of Annuity Units attributable to each Sub-Account by the Annuity Unit value for that
Sub-Account as of the Valuation Period on which the payment is being determined. We then total results of these calculations for each Sub-Account. 


        Annuity Unit Values—The Annuity Unit value of each Sub-Account for any Valuation Period is equal to
(1) multiplied by (2) divided by (3) where: 



	(1)
	is
the net investment factor for the Valuation Period for which the Annuity Unit value is being calculated using the mortality and expense risk charge and the administration charge
shown on the Certificate.



	(2)
	is
the Annuity Unit value for the preceding Valuation Period: and



	(3)
	is
a daily Assumed Investment Return factor adjusted for the number of days in the Valuation Period. 




        You
may transfer Annuity Units between Sub-Accounts. This is done by converting Annuity Units of a Sub-Account into a dollar amount using the Annuity Unit value
for that Sub-Account on the Valuation Period during which the transfer occurs and reconverting that dollar amount into the appropriate number of Annuity Units of another
Sub-Account using its Annuity Unit value for the same Valuation Period. Thus, on the date of the transfer, the dollar amount of the portion of a variable income payment generated from the
Annuity Units of either Sub-Account would be the same. For variable income payments, only one transfer between Sub-Accounts is allowed in any calendar month. 


        Transfers
involving fixed income payments are not allowed. 


        Selection of Annuity Option—You may select an Annuity Option, or change your selection by Written Notice received by the
Company not later than 30 days before the Annuity Commencement Date. If you have not selected an Annuity Option within 30 days of the Annuity Commencement Date, we will apply your
Contract Value to fixed income payments under Option B—Life Income with Payments for a 10 Year Certain Period. 


        Annuity Options—You may select from among the following Annuity Options: 


        OPTION
A—PAYMENTS FOR A CERTAIN PERIOD: We will make income payments for the period you select from among those available at the time you make your selection. Payments under
this Annuity Option do not depend on the life of an Annuitant. Fixed income payments under Option A may not be surrendered, but you may surrender variable income payments under Option A. 



        OPTION
B—LIFE INCOME WITH OR WITHOUT A CERTAIN PERIOD: Payments are based on the life of an Annuitant. We reserve the right to demand proof that the Annuitant(s) is living
prior to making any income payment. If you include a certain period, we will make payments for the lifetime of the Annuitant, with payments guaranteed for the certain period you select. Payments stop
at the end of the selected certain period or when the Annuitant(s) dies, whichever is later. If no certain period is selected, payments will stop upon the death of the Annuitant(s) no matter how few
or how many payments have been made. Neither fixed nor variable income payments under Option B may be surrendered. 



        ADDITIONAL
OPTION: The Contract Value, less applicable premium tax, may be used to purchase any annuity we offer on the date this option is elected. 


        Minimum Amounts—If your Contract Value is less than {$5,000} on the Annuity Commencement Date, we reserve the right to pay the
Contract Value in one lump sum. If at any time your annuity 


15





 



income
payments are less than the minimum payment amount according to the Company's rules then in effect, we reserve the right to change the frequency of your income payments to an interval that will
result in a payment amount at least equal to the minimum. 


        Guaranteed Purchase Rates—The guaranteed interest basis for fixed income payments, which is not applicable to variable income
payments, is {1.5%}. The mortality basis is the {Annuity 2000 Mortality Table projected {4} years using the annual projection factors associated with the 1983 Individual Annuitant Mortality Table. One
year will be deducted from the attained age of the Annuitant for every 3 completed years beyond the year 2004}. Upon request, we will furnish you the guaranteed purchase rates for ages and periods not
shown below. Annuity benefits available on the Annuity Commencement Date will not be less than those provided by the application of an equivalent amount to the purchase of a single premium immediate
annuity contract offered by us on the Annuity Commencement Date to the same class of Annuitants for the same Annuity Option. 


 
 

Group Flexible Premium Deferred {Fixed and} Variable Annuity Contract
  Non-Participating
  FIXED ANNUITY TABLES    
    


        These tables illustrate the minimum fixed monthly annuity payments rates for each $1,000 applied. 



	OPTION A TABLE
	 	OPTION B TABLE

	Payments for a

Certain Period	 	Life Income with or without a

Certain Period





	 
	 	 
	 	 
	 	 
	 	 
	 	Life with 10 Year

Certain Period

	 
	 	 
	 	 
	 	Life Only

	Years
 
	 	Monthly

Payment
	 	Age of

Annuitant

	 	Male
	 	Female
	 	Male
	 	Female

	5	 	17.28	 	60	 	3.82	 	3.44	 	3.76	 	3.41
	10	 	8.96	 	65	 	4.47	 	3.98	 	4.34	 	3.92
	15	 	6.20	 	70	 	5.37	 	4.74	 	5.08	 	4.60
	20	 	4.81	 	75	 	6.62	 	5.84	 	5.95	 	5.48
	25	 	3.99	 	80	 	8.37	 	7.48	 	6.90	 	6.52
	30	 	3.44	 	85	 	10.85	 	9.94	 	7.76	 	7.54
	 	 	 	 	90	 	14.29	 	13.49	 	8.40	 	8.28
	 	 	 	 	95	 	18.93	 	18.03	 	8.78	 	8.73




16





 
 
 

VARIABLE ANNUITY TABLES    
    


        Payments will vary based on the investment experience of the Variable Account relative to the interest assumption of 5% and could be more or less than the
payments shown. 



	OPTION A TABLE
	 	OPTION B TABLE

	Payments for a

Certain Period	 	Life Income with or without a

Certain Period





	 
	 	 
	 	 
	 	 
	 	 
	 	Life with 10 Year

Certain Period

	 
	 	 
	 	 
	 	Life Only

	Years
 
	 	Monthly

Payment
	 	Age of

Annuitant

	 	Male
	 	Female
	 	Male
	 	Female

	5	 	17.76	 	60	 	5.56	 	5.19	 	5.46	 	5.13
	10	 	9.96	 	65	 	6.18	 	5.68	 	5.98	 	5.58
	15	 	7.41	 	70	 	7.05	 	6.39	 	6.63	 	6.18
	20	 	6.17	 	75	 	8.26	 	7.46	 	7.39	 	6.96
	25	 	5.46	 	80	 	9.98	 	9.06	 	8.21	 	7.87
	30	 	5.00	 	85	 	12.39	 	11.47	 	8.94	 	8.75
	 	 	 	 	90	 	15.71	 	14.94	 	9.47	 	9.38
	 	 	 	 	95	 	20.13	 	19.30	 	9.80	 	9.75




17









QuickLinks


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

THIS IS A VARIABLE ANNUITY CONTRACT

RIGHT TO CANCEL

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

SCHEDULE—if issued to Contractholder CERTIFICATE—if issued to Participant

TABLE OF CONTENTS

DEFINITIONS

PARTIES TO THE CONTRACT

GENERAL PROVISIONS


PURCHASE PAYMENTS

VARIABLE ACCOUNT

TRANSFERS

SURRENDERS

DEATH BENEFIT

ANNUITIZATION

Group Flexible Premium Deferred {Fixed and} Variable Annuity Contract Non-Participating FIXED ANNUITY TABLES

VARIABLE ANNUITY TABLES