Exhibit
4(s)


 


Protective
Life Insurance Company             P.
O.  Box 10648               Birmingham, Alabama  35202-0648          (800) 456-6330


 


RIDER SCHEDULE


 


	
  Contract #

  	
   

  	
  Rider Effective Date: { <Date>
  }

  
	
   

  	
   

  	
   

  
	
  Owner 1 Name:

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Benefit Base on the Rider
  Effective Date:  { $                 }

  



 


LIFETIME GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDER


WITH ANNUAL STEP-UP


 


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Annual Withdrawal Amount - The maximum amount that may be withdrawn from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 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 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.


 


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


 


Step-up 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.


 


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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, the Step-up Anniversary
Value on all future Contract Anniversaries will equal $0.


 


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,
Transfer and Surrender of Contract Value -   While this rider is in force, your Contract
allocation is restricted by the Allocation by Investment Category (“AIC”)
program guidelines.  The AIC program
divides the Allocation Options into categories and specifies range of percentages
that must be allocated to each category. 
Within each category, you select the Sub-Accounts and amounts allocated
to them, provided the total percentage in each category is not less than the
minimum required, nor more than the maximum permitted. The AIC guidelines on
the Rider Effective Date were set out on the application you completed to
purchase the rider.  We may change the
AIC guidelines from time to time but if we do, we will not require you to
re-allocate your Contract Value.


 


You may transfer Contract Value among the
Allocation Options by Written Notice provided the Contract Value immediately
after the transfer meets the AIC guidelines in effect at that time.  Your instruction to transfer Contract Value
among the Allocation Options changes the Contract allocation as of the
Valuation Period during which the transfer occurs, so Purchase Payments applied
to the Contract and automatic transfers to facilitate dollar cost averaging made
after that date will use the new allocation.


 


We rebalance the Variable Account Value to the
Contract allocation semi-annually based on the Rider Effective Date, unless you
instruct us to rebalance 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 purchased the Benefit by
exercising the RightTime®
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.


 


On each Contract Anniversary following the
Rider Effective Date, we calculate a Step-up Anniversary Value and compare it
to the Benefit Base.  If the Step-up
Anniversary Value is greater than the Benefit Base, we increase the Benefit
Base to equal the Step-up 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 any purchase payment; or,


b)    dollar cost average; or,


c)     transfer any Contract Value; or,


d)    deduct any partial surrender
or withdrawal; 


in a manner inconsistent with the AIC guidelines or
the provisions of this rider.


 


2.                     We receive your instruction to stop Portfolio
Rebalancing.


 


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


 


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


 


5.                     We receive your instruction to annuitize the Contract.


 


6.                     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 items
1 or 2 of this provision, you may reinstate it within 30 days of the rider
termination date unless a
Purchase Payment was applied to the Contract since the rider termination date.


 


We must receive your Written Notice
requesting reinstatement and providing allocation instructions that meet
current AIC guidelines, and/or resume portfolio rebalancing within 30 days of this
rider’s termination date.  We will deduct
any 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 RightTime® 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
 RightTime® option, if:


 


1.                     we are offering the RightTime® 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 as
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 591⁄2, 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.  The GMWB
withdrawal percentage depends upon the number of Covered Person(s) on the
Benefit Election Date.  If there is one
Covered Person, the GMWB withdrawal percentage is 5.00%.  If there are two Covered Persons, the GMWB
withdrawal percentage is 4.50%,


 


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.


 


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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 or unscheduled 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 a Covered Person After
the Benefit Election Date - 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 After the
Benefit Election Date - 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 a new rider immediately using the RightTime® option, if we are offering it at that time. If
not purchased immediately, we will waive the 5-year waiting period in described
in item #2 of the ‘Exercising the RightTime® Option After the Rider Terminates’ provision.  However, regardless of when the RightTime® option is exercised,
only the surviving spouse is eligible to be a Covered Person under the new
rider.


 


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 


 


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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 (or the younger of
Owner 1 and Owner 2 if there are two Owners of the Contract) and 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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