Exhibit 4.(m)


	
  Protective Life Insurance Company

  	
   

  	
  P. O. Box 10648

  	
   

  	
  Birmingham, Alabama
  35202-0648

  



 


RIDER SCHEDULE


	
  Contract #

  	
  Owner 1 Name:

  
	
   

  	
   

  
	
  Rider Effective Date: { <Date> }

  	
  Benefit Cost on the Rider Effective Date:
  {0.50%)

  
	
   

  	
   

  
	
  Benefit Base on the Rider Effective Date:
  { $

  	
  }

  	
   

  
	
   

  	
   

  
	
  Initial Benefit Allocation Model: { <name> Model Portfolio }

  



 


LIFETIME GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDER


We are amending the Contract to which this rider is attached to add a
lifetime Guaranteed Minimum Withdrawal Benefit (“GMWB”, or “the Benefit”).  The terms and conditions in this rider
supersede any conflicting provision in the Contact beginning on the Rider
Effective Date and continuing until the rider is terminated.  Contract provisions not expressly modified by
this rider remain in full force and effect.


Lifetime Guaranteed Minimum Withdrawal Benefit:  Subject to the terms and conditions of this rider, beginning on the
Benefit Election Date and continuing on each Contract Anniversary thereafter
during the lifetime of a Covered Person, you may take aggregate annual
withdrawals from the Contract that do not exceed the Annual Withdrawal Amount
regardless of the Contract Value at that time.


DEFINITIONS


Annual Withdrawal Amount - The maximum amount that may be withdrawn from the Contract each
Contract Year after the Benefit Election Date without reducing the Benefit
Base.


Benefit Allocation Model - One of the specific model portfolios available as a required Contract
allocation.


Benefit Base - The
amount determined according to the terms of this rider and used to calculate
the Annual Withdrawal Amount and the monthly fee.  The maximum Benefit Base is $5,000,000 (5
million dollars).


Benefit Base Anniversary Value - After the Rider Effective Date, the Contract
Value as of each Contract Anniversary minus Purchase Payments credited to the
Contract on or after the 2nd anniversary of the Rider Effective Date.


Benefit Election Date - The date as of which we first calculate the Annual Withdrawal Amount
and the date on which guaranteed withdrawals may begin.


Benefit Period - The period of time between the Benefit Election Date and the earlier of
the Annuity Commencement Date or the rider termination date.


Covered Person - The person or persons upon whose lives the benefits of this rider are
based.  There may not be more than two
Covered Persons.


RightTimesm - The option to
purchase the Benefit after the Contract’s Effective Date, if we are offering it
at that time.



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GMWB COST AND FEES


Benefit Cost - On
the Rider Effective Date, the annualized Benefit Cost as a percentage of the
Benefit Base is shown in the ‘Schedule’ of this rider. We have the right to
change the Benefit Cost at any time. The new Benefit Cost will be the Benefit
Cost in effect on that date for that option. 
The annualized Benefit Cost will never exceed 0.95% of the Benefit Base.
We will notify you of the new Benefit Cost in writing at the address contained
in our records not less than 30 days prior to the date on which the new Benefit
Cost becomes effective.


You may avoid changes in the Benefit Cost.  We must receive your Written Notice declining
the change before the end of the Valuation Period during which the new Benefit
Cost becomes effective.  However if you
decline a Benefit Cost change, you will no longer be eligible for the Benefit
Base Step-Up on Contract Anniversaries.


Monthly Fee - Beginning
on the Rider Effective Date and continuing monthly until the Benefit
terminates, we will calculate the fee for this rider and deduct that amount
from the Contract Value.  The monthly fee
is calculated as of the end of the Valuation Period that includes the same day
of the month as the Contract Effective Date, or the last Valuation Period of
the month if that date does not occur during the month.  We calculate the monthly fee using the
formula:


Monthly Fee =
[1 – (1 – {Benefit Cost})1/12]
x  Benefit Base as of the calculation
date.


Deducting the Monthly Fee - We deduct the monthly fee as of the Valuation Period immediately following
the Valuation Period during which it was calculated.  The monthly fee is deducted from the
Allocation Options in the same proportion that the value of each bears to the
total Contract Value on that date. 
Deduction of the monthly fee is a partial surrender for the purpose of
determining the Contract Value, but we will not assess a surrender charge on
these deductions and the monthly fee will not reduce any penalty free surrender
amount available under the Contract.


GENERAL PROVISIONS


Restrictions on Allocation and Transfers of Contract Value - We restrict the Contract’s Allocation Options
to one of the available Benefit Allocation Models.  The Benefit Allocation Model you selected on
the Rider Effective Date is shown above.


You may allocate all or part of any Purchase Payment according to the
Benefit Allocation Model or to one or more of the DCA Fixed Accounts available
at that time, subject to the limitations in the ‘Dollar Cost Averaging’
provision in the Contract. We systematically and automatically transfer amounts
allocated to the DCA Fixed Accounts to the Variable Account according to the
Benefit Allocation Model.


You may not transfer Contract Value among the Allocation Options, but
you may change the Benefit Allocation Model by Written Notice.  You may select only one Benefit Allocation
Option from among those available at that time. 
If you change your Benefit Allocation Model, we will re-allocate the
Variable Account Value according to the new Benefit Allocation Model as of end
of the Valuation Period during which we process the change.  In addition, automatic transfers made to
facilitate dollar cost averaging after that date will be allocated according to
the new Benefit Allocation Model.


We rebalance the Variable Account Value to the Benefit Allocation Model
semi-annually based on the Rider Effective Date, unless you instruct us to
rebalance monthly, quarterly or annually.


Partial surrenders and withdrawals including applicable surrender
charges, if any, are deducted from the Allocation Options in the same
proportion that the value of each bears to the total Contract Value on that
date.



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Determining the Benefit Base Prior to the Benefit Election Date - On the Rider Effective Date, the Benefit Base
is equal to the initial Purchase Payment, or the Contract Value as of the end
of the Valuation Period that includes the Rider Effective Date if you purchase
the Benefit by exercising the RightTimesm option.  Thereafter, we increase the Benefit Base
dollar-for-dollar for Purchase Payments credited to the Contract within 2 years
of the Rider Effective Date, if any.  We
reduce the Benefit Base pro-rata for each partial surrender.  The pro-rata reduction for each partial
surrender is the amount that reduces the Benefit Base in the same proportion
that the partial surrender including applicable surrender charges, if any,
reduced the Contract Value as of the Valuation Period during which the partial
surrender was deducted.


Benefit Base Step-Up on Contract Anniversaries - On each Contract Anniversary following the
Rider Effective Date, we compare the Benefit Base to the Benefit Base
Anniversary Value.  If the Benefit Base
Anniversary Value is greater than the Benefit Base, we step-up the Benefit Base
to equal the Benefit Base Anniversary Value as of the end of the Valuation
Period that contains that Contract Anniversary.


Termination - This
rider, every benefit it provides, and deduction of the monthly fee terminate at
the end of the Valuation Period during which any of the following first occur.


	
  1.

  	
  We receive your
  instruction to:

  
	
   

  	
  (a)

  	
  allocate a Purchase Payment to an Allocation Option
  other than a DCA Fixed Account or the Benefit Allocation Model; or,

  
	
   

  	
  (b)

  	
  dollar cost average into an Allocation Option other
  than the Benefit Allocation Model; or,

  
	
   

  	
  (c)

  	
  transfer any Contract Value to an Allocation Option
  other than the Benefit Allocation Model; or,

  
	
   

  	
  (d)

  	
  deduct a partial surrender or withdrawal from a
  specific Allocation Option; or,

  
	
   

  	
  (e)

  	
  stop portfolio
  rebalancing.

  
	
   

  	
   

  	
   

  
	
  2.

  	
  We receive your instruction to terminate this rider
  more than 10 years after its Rider Effective Date.

  
	
   

  	
   

  
	
  3.

  	
  We receive your instruction to change a Covered
  Person after the Benefit Election Date.

  
	
   

  	
   

  
	
  4.

  	
  We receive your instruction to annuitize the Contract.

  
	
   

  	
   

  
	
  5.

  	
  We receive any instruction
  that terminates the Contract to which this rider is attached.

  



 


We will notify you in writing that the rider has terminated and
identify the cause.  If this rider
terminated as a result of a prohibited instruction described in item #1 of this
provision, you may reinstate it within 30 days of the rider termination date unless the rider terminated after
the Benefit Election Date and a Purchase Payment was applied to the Contract
since the rider termination date.


We must receive your Written Notice requesting reinstatement and
instructing us to allocate the Contract Value to a current Benefit Allocation
Model and/or resume portfolio rebalancing within 30 days of this rider’s
termination date.  We will any deduct
fees and make any other adjustments that were scheduled during the period of
termination so that after the reinstatement, the Contract and this rider will
be as though the termination never occurred.


Exercising the RightTimesm Option After the Rider Terminates - If the rider terminates as a result of any of
the reasons in the ‘Terminations’ provision other than annuitization or
termination of the Contract to which it is attached, you may purchase the
Benefit using the  RightTimesm option, if:


1.     we are offering the RightTimesm option
when we receive your request to purchase it; and,


2.     5 years or more have elapsed since this
rider terminated; and,


3.     the oldest Owner or Annuitant will not be
older than age 85 on the new Rider Effective Date; and,


4.     the Contract has not reached the Annuity
Commencement Date.


If this rider terminates because you instruct us to change a Covered
Person, we will waive the 5-year waiting period in described in item #2 of this
provision.



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BENEFIT PERIOD


Establishing the Benefit Election Date - You must establish the Benefit Election Date
to start the Benefit Period and access the guaranteed withdrawals provided by
this rider.  To establish the Benefit
Election Date, you must send a Written Notice that instructs us to calculate
the Annual Withdrawal Amount based on either one or two lives, and include
proof of age for each Covered Person. 
The Benefit Election Date may not be earlier than the date on which the
Covered Person (or the younger of the two Covered Persons) attains age 59 1⁄2,
nor later than the Annuity Commencement Date.


We will not accept additional Purchase Payments on or after the Benefit
Election Date.  Therefore, any Automatic
Purchase Payment Plan in effect on the Benefit Election Date will be terminated
as of that date.


Partial Automatic Withdrawals established prior to the Benefit Period
terminate as of the Benefit Election Date.


Individuals Eligible to be a Covered Person - A Covered Person must be a living person who
is either:


1.               an Owner of the Contract; or,


2.               if the spouse of the sole Owner of the
Contract, the sole Primary Beneficiary.


If there is one Owner, the Owner is the Covered Person.


If there is one Owner and the sole Primary Beneficiary is the Owner’s
spouse, the Owner is the Covered Person if the Annual Withdrawal Amount is
based on one life.  If there is one Owner
and the sole Primary Beneficiary is the Owner’s spouse, both are Covered
Persons if the Annual Withdrawal Amount is based on two lives.


If there are two Owners and they are married to each other, the older
of the two is the Covered Person if the Annual Withdrawal Amount is based on
one life.  If there are two Owners and
they are married to each other, both are Covered Persons if the Annual
Withdrawal Amount is based on two lives.


If there are two Owners and they are not married to each other, only
the older of the two is the Covered Person.


For the purposes of the GMWB, the terms ‘married’ and ‘spouse’ include
bona fide domestic partners in states that afford legal recognition to same-sex
Civil Unions.


Calculating the Annual Withdrawal Amount - We calculate the initial Annual Withdrawal
Amount as of the end of the Valuation Period during which we receive your
Written Notice establishing the Benefit Election Date.  The initial Annual Withdrawal Amount is equal
to the Benefit Base on that date multiplied by the applicable GMWB withdrawal
percentage from the table below.  The
GMWB withdrawal percentage is based on the number and age(s) of the Covered
Person(s) on the Benefit Election Date, and the number of full years that have
elapsed since the Rider Effective Date.


GMWB
WITHDRAWAL PERCENTAGES


	
   

  	
   

  	
  And the Benefit Election Date is:

  	
   

  
	
  Age of (younger) Covered Person 

  	
   

  	
  less than 10 years after

  	
   

  	
  10 years or more after

  	
   

  
	
  on the Benefit Election Date

  	
   

  	
  the Rider Effective Date

  	
   

  	
  the Rider Effective Date

  	
   

  
	
  at least 59 1⁄2 but less
  than 70 (One Covered Person)

  	
   

  	
  5.00

  	
  %

  	
  6.00

  	
  %

  
	
  at least 59 1⁄2 but less
  than 70 (Two Covered Persons)

  	
   

  	
  4.50

  	
  %

  	
  5.50

  	
  %

  
	
  70-years old or more
  (One Covered Person)

  	
   

  	
  6.00

  	
  %

  	
  7.00

  	
  %

  
	
  70-years old or more (Two Covered Persons)

  	
   

  	
  5.50

  	
  %

  	
  6.50

  	
  %

  



 



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During
the Benefit Period, aggregate withdrawals in any Contract Year that do not
exceed the Annual Withdrawal Amount do not reduce the Benefit Base.


We re-calculate the Annual Withdrawal Amount only
on a Contract Anniversary and only if the Benefit Base changed since the prior
Contract Anniversary.  The new Annual
Withdrawal Amount is equal to the Benefit Base on the Contract Anniversary
multiplied by the GMWB withdrawal percentage established on the Benefit Election
Date.


Accessing the Annual Withdrawal Amount - During the Benefit Period, you may request
withdrawals individually or instruct us to send you specific amounts
periodically.  Your Written Notice must
include all the information necessary for us to complete and remit the
requested amounts.


Withdrawals made during the Benefit Period reduce the Contract Value in
the same manner as partial surrenders made prior to the Benefit Election
Date.  We do not assess surrender charges
on aggregate withdrawals during a Contract Year that do not exceed the Annual
Withdrawal Amount.  However, withdrawals
count against any penalty free surrender amounts that would otherwise be
available.


The Annual Withdrawal Amount is not cumulative.  You may take the entire Annual Withdrawal
Amount each Contract Year, but if you do not, the remaining portion does not
carry forward.


Excess Withdrawals - During the Benefit Period any portion of a withdrawal that, when
aggregated with all prior withdrawals during that Contract Year, exceeds the
Annual Withdrawal Amount constitutes an excess withdrawal.  We will not recalculate the Annual Withdrawal
Amount until the next Contract Anniversary, so any subsequent withdrawal taken
that Contract Year is also an excess withdrawal.  We assess applicable surrender charges, if
any, on excess withdrawals.


Each excess withdrawal results in an immediate reduction of the Benefit
Base.  If, immediately after the excess
withdrawal, the Contract Value minus any non-excess portion of the withdrawal
is greater than the Benefit Base, we reduce the Benefit Base by the amount of
the excess withdrawal including applicable surrender charges, if any.  Otherwise, we reduce the Benefit Base by the
same proportion that the excess withdrawal including applicable surrender charges,
if any, reduced the Contract Value as of the Valuation Period during which the
excess withdrawal request was processed.  
If the excess withdrawal including applicable surrender charges, if any,
reduces the Contract Value to $0, the Contract will terminate as of that date.


If you have instructed us to send you all or a portion of the Annual
Withdrawal Amount periodically in specific amounts, an excess withdrawal
automatically terminates those periodic withdrawals.  If any Contract Value remains after the
excess withdrawal, you may resume periodic withdrawals beginning on the next
Contract Anniversary based on the recalculated Annual Withdrawal Amount by
sending us instructions in a Written Notice.


Death of the Covered Person(s) - If the Annual Withdrawal Amount is based on
the life of one Covered Person, this rider terminates upon the Covered Person’s
death.  If the Annual Withdrawal Amount
is based on the lives of two Covered Persons, this rider terminates upon the
death of the last surviving Covered Person.


Spousal Continuation - The surviving spouse of a sole Covered Person who, pursuant to the
Contract’s ‘Payment of the Death Benefit’ provision, continues the Contract and
becomes the new sole Owner may purchase the RightTimesm option
immediately, if we are offering at that time. 
If not purchased immediately, we will waive the 5-year waiting period in
described in item #2 of the ‘Exercising the RightTimesm Option
After the Rider Terminates’ provision. 
However, regardless of when the RightTimesm option
is exercised, only the surviving spouse is eligible to be a Covered Person
under the new rider.



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Annuity Commencement Date - You must begin periodic distributions of the entire interest in the
Contract not later than the Annuity Commencement Date.  If the Benefit Period has begun but you are
not taking periodic withdrawals, we will begin monthly withdrawals of the
Annual Withdrawal Amount on the Annuity Commencement Date.  You may change the frequency of the withdrawals,
but must take the entire Annual Withdrawal Amount available each Contract Year.


If the Benefit Period has not begun, we will notify you in writing of
the upcoming Annuity Commencement Date and request the information necessary to
establish the Benefit Election Date.  If
we have not received your Written Notice with the necessary information and
proof of age for the Covered Person(s) by the Annuity Commencement Date and you
have not selected an Annuity Option, we will begin monthly payments to you
based on the greater of:


1.               the Annual Withdrawal Amount using the
withdrawal percentage associated with One Covered Person and  Owner 1’s age (or the older of Owner 1 and
Owner 2 if there are two Owners of the Contract), and establishing the Annuity
Commencement Date as the Benefit Election Date; or,


2.               the application of the Contract Value plus
any applicable annuitization bonus to Annuity Option B with a 10-year Certain
Period based on the life of the named Annuitant.


If we have not received your Written Notice with the information and
proof of age for the Covered Person(s) by the Annuity Commencement Date but you
have previously selected an Annuity Option, we will begin distributing the
entire interest in the Contract according to the Annuity Option you have
selected.


Signed for the Company and made a part of the Contract as of the Rider
Effective Date.


Protective Life Insurance Company


	
  

  	
   

  
	
  Secretary

  	
   

  



 



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