Exhibit 4.(r)


 


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: {% }

  
	
   

  	
   

  	
  Benefit
  Base on the Rider Effective Date:  { $ }

  



 


LIFETIME GUARANTEED MINIMUM WITHDRAWAL
BENEFIT RIDER WITH ANNUAL ROLL-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maximum amount that may be withdrawn from the Contract each Contract Year after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.


 


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 {1.60%} 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.


 


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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 and the Roll-up Period associated with the Roll-up
Anniversary Value will terminate immediately.


 


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.


 


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.


 


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Benefit
Base Anniversary Value -
On each Contract Anniversary following the Rider Effective Date, we compare the
Benefit Base to the Step-up Anniversary Value and Roll-up Anniversary Value (if
one is calculated). The greatest of these is the Benefit Base Anniversary
Value, which will become the new Benefit Base as of that date.


 


Step-up
Anniversary Value - If
you have not declined a Benefit Cost change, we calculate a Step-up Anniversary
Value for each Contract Anniversary after the Rider Effective Date.  The Step-up Anniversary Value is equal to the
Contract Value as of that Contract Anniversary minus Purchase Payments credited
to the Contract on or after the 2nd anniversary of the Rider Effective Date.


 


Roll-up
Anniversary Value - We
calculate a Roll-up Anniversary Value for each Contract Anniversary that occurs
during the Roll-up Period.  The Roll-up
Anniversary Value is equal to the Benefit Base as of the end of the Valuation
Period immediately prior to the Contract Anniversary, plus the Roll-up Amount
applicable to that Contract Anniversary.


 


If
on a Contract Anniversary for which a Roll-up Anniversary Value is being
calculated, the Contract Value is greater than or equal to 50% of the Benefit
Base immediately prior to that Contract Anniversary, the Roll-up Amount is
equal to 7.2% of the Benefit Base on the prior Contract Anniversary reduced
proportionally for partial surrenders made since the prior Contract
Anniversary.  If on that Contract
Anniversary the Contract Value is less than 50% of the Benefit Base immediately
prior to that Contract Anniversary, the Roll-up Amount is equal to $0.


 


The
Roll-up Period begins on the GMWB Rider Effective Date and ends on the
Valuation Period immediately following the 10th Contract Anniversary on which we increase the
Benefit Base Anniversary Value based on either the Step-up or Roll-up
Anniversary Value. When determining the Roll-up Period, we will not count Contract
Anniversaries on which the Benefit Base Anniversary Value does not increase.


 


We
will also terminate Roll-up Period if any of the following occur before the
date described in the paragraph above:


 


1.               you decline a change in the Benefit Cost; or,


2.               you establish the Benefit Election Date; or,


3.               the GMWB rider terminates.


 


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


 


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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.


 


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.


 


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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.


 


GMWB WITHDRAWAL PERCENTAGES


 


	
  Age of (younger) Covered Person

  	
   

  	
  GMWB Withdrawal%

  	
   

  	
  GMWB Withdrawal%

  	
   

  
	
  on the Benefit Election Date

  	
   

  	
  (One Covered Person)

  	
   

  	
  (Two Covered Persons)

  	
   

  
	
  at least 59 1⁄2 but less than 75 years old

  	
   

  	
  5.00

  	
  %

  	
  4.50

  	
  %

  
	
  75 years old or more

  	
   

  	
  6.00

  	
  %

  	
  5.50

  	
  %

  



 


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.


 


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.


 


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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 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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