Exhibit 4(a)  


AB 


PROTECTIVE LIFE INSURANCE COMPANY / P. O. BOX 2606 / BIRMINGHAM, ALABAMA 35202

A STOCK COMPANY            (205-268-9230) 


VARIABLE
LIFE INSURANCE POLICY 


JOHN
DOE 


Policy
Number: SPECIMEN 


        This
is an Individual Flexible Premium Fixed and Variable Life Insurance Policy. The policy provides a death benefit. 


RIGHT
TO CANCEL 


        The
Owner may cancel this policy by returning it to the Company's Home Office, or to any Agent of the Company, along with a written request for cancellation before the later of:
(a) the10th day after receipt; or (b) the 45th day after the Application was signed. Return of the policy by mail is effective when received by the Company. A cancelled policy will be
treated as if it had never been issued. In
states where permitted, the Company will promptly refund an amount equal to the sum of: (a) the difference between the premiums paid and the amounts allocated to the Fixed Account and the
Variable Account; plus (b) the Fixed Account Value as of the date the policy is received by the Company, plus (c) the Variable Account Value as of the date the policy is received by the
Company. This amount may be more or less than the premium paid. In states where required, the Company will promptly refund the premium paid. 



	ABCDE	 	ABCDEF
	President	 	Secretary






        THE
POLICY VALUES, THE DEATH BENEFIT AND THE DURATION OF THE INSURANCE COVERAGE, WHEN BASED ON THE PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT, ARE NOT GUARANTEED. THEY WILL FLUCTUATE WITH
CHANGES IN THE NET INVESTMENT FACTOR AND MAY INCREASE OR DECREASE WITH THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT. THERE IS NO GUARANTEED MINIMUM FOR THE PORTION OF THE POLICY VALUE ALLOCATED
TO THE SEPARATE ACCOUNT. 


        THE
VARIABLE ACCOUNT SECTION OF THE POLICY CONTAINS A DETAILED DESCRIPTION OF THE SEPARATE ACCOUNT. THE DEATH BENEFIT SECTION OF THE POLICY CONTAINS A DETAILED DESCRIPTION OF THE DEATH
BENEFIT. 


READ
THE POLICY CAREFULLY 


IT
IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY 


INDIVIDUAL
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

NON-DIVIDEND PAYING 


1







 
TABLE OF CONTENTS  



	POLICY SPECIFICATIONS PAGES	 	4
	DEFINITIONS	 	8
	PARTIES TO THE CONTRACT	 	9
	 	Protective Life Insurance Company	 	9
	 	Insured	 	9
	 	Owner	 	9
	 	Contingent Owner	 	9
	 	Changing the Owner or Contingent Owner	 	9
	 	Beneficiary	 	9
	 	Changing the Beneficiary	 	10
	 	Irrevocable Beneficiary Consent	 	10
	GENERAL PROVISIONS	 	10
	 	Entire Contract	 	10
	 	Modification of the Contract	 	10
	 	Tax Considerations	 	10
	 	Representations and Contestability	 	10
	 	Misstatement of Age [or Sex]	 	11
	 	Coverage Limitations	 	11
	 	Suicide Exclusion	 	11
	 	Non-Participating	 	11
	 	Protection of Proceeds	 	11
	 	Policy Reports	 	11
	 	Changes in Non-Guaranteed Policy Cost Factors	 	11
	 	Assignment	 	12
	 	Suspension or Delay in Payment	 	12
	 	Termination	 	12
	ARBITRATION	 	12
	PREMIUMS	 	13
	 	Premium	 	13
	 	Net Premium	 	13
	 	Allocation of Net Premium	 	13
	 	Planned Premium	 	14
	 	Unscheduled Premium Payments	 	14
	 	Minimum Monthly Premium Guarantee	 	14
	 	Grace Period	 	14
	 	Reinstatement	 	14
	FIXED ACCOUNT	 	15
	 	General Description	 	15
	 	Interest Credited	 	15
	 	Fixed Account Value	 	15
	VARIABLE ACCOUNT	 	15
	 	General Description	 	15
	 	Sub-Accounts of the Variable Account	 	16
	 	Sub-Account Values	 	16
	 	Unit Values	 	17
	TRANSFERS	 	17
	 	Transfers	 	17
	 	Transfer Restrictions	 	17
	 	 	 



2







 

	SURRENDERS AND WITHDRAWALS	 	18
	 	Surrenders	 	18
	 	Withdrawals	 	18
	POLICY LOANS	 	18
	 	Loans	 	18
	 	Interest	 	18
	 	Loan Account	 	18
	 	Repaying Policy Debt	 	19
	CHANGING THE POLICY	 	19
	 	Increase the Face Amount	 	19
	 	Decrease the Face Amount	 	20
	 	Changing the Death Benefit Option	 	20
	DEATH BENEFIT	 	20
	 	Death Benefit	 	20
	 	Death Benefit Option	 	20
	 	Death Benefit Proceeds	 	21
	 	Amount of Death Benefit Proceeds	 	21
	SETTLEMENT OPTIONS	 	22
	 	Selecting a Settlement Option	 	22
	 	Death of the Payee of a Settlement Option	 	22
	 	Minimum Amounts	 	22
	 	Protection of Proceeds	 	22
	 	Settlement Options	 	22
	 	Death of Payee	 	25
	 	Excess Interest	 	25




3







 
POLICY SPECIFICATIONS  



	POLICY NUMBER: [SPECIMEN]	 	POLICY EFFECTIVE DATE: [SEPTEMBER 1, 2004]
	
POLICY ISSUE DATE: [SEPTEMBER 1, 2004]	
 	
ISSUE AGE: [35]
	
INSURED: [JOHN Q. DOE]	
 	
[SEX:] [MALE]
	

 	
 	
MONTHLY ANNIVERSARY DAY: [1]
	
INITIAL FACE AMOUNT: [$100,000]	
 	
DEATH BENEFIT OPTION: [LEVEL]
	
INITIAL PREMIUM PAYMENT: [$770.00]	
 	
RATE CLASS: [STANDARD NON-TOBACCO]
	
PLANNED PREMIUM PAYMENT: [$770.00 PAYABLE ANNUALLY]	
 	

 
	
OWNER: [JOHN Q. DOE]	
 	

 





	
FORM

NUMBER
	
 	

SCHEDULE OF ADDITIONAL BENEFITS
	
 	

MONTHLY CHARGE

DURING FIRST YEAR

	[NONE]	 	 	 	 
	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 




*
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * 


WHILE
IT IS IN FORCE, THIS POLICY PROVIDES INSURANCE COVERAGE ON THE LIFE OF THE INSURED. THERE MAY BE LITTLE OR NO SURRENDER VALUE PAYABLE WHEN THE POLICY TERMINATES. 


GUARANTEED INTEREST RATE FOR THE FIXED ACCOUNT—[3% ANNUALLY (.2466% MONTHLY)] 


INITIAL ANNUAL EFFECTIVE INTEREST RATE FOR THE FIXED ACCOUNT—[3.85%] 



MAXIMUM LOAN INTEREST RATE [5%] YEARS [1-10]—[3.25%]
YEARS [11+] 


MINIMUM MONTHLY PREMIUM GUARANTEE PERIOD: [15] YEARS 


MINIMUM MONTHLY PREMIUM GUARANTEE PAYMENT AMOUNT: [$32.00] 


MINIMUM FACE AMOUNT: [$100,000] 


4








   DEDUCTION FROM PREMIUM PAYMENTS  


        Premium Expense Charge. A maximum Premium Expense Charge of [8%] will be deducted from
each premium payment. The Company may charge less than the maximum. The Premium Expense Charge as of the Policy Effective Date is [8%]. 


MONTHLY DEDUCTIONS  


        Beginning on the Policy Effective Date and continuing on each Monthly Anniversary Day thereafter, the Company will deduct the charges listed below from the Policy
Value. With the exception of the Mortality and Expense Risk Charge, each charge reduces the value of the Sub-Accounts and the Fixed Account in the same proportion that each bears to the
Unloaned Policy Value unless you direct otherwise pursuant to the Company's administrative rules. The Mortality and Expense Risk Charge reduces only the Sub-Account Value(s). 


        Administration Charge.    The maximum monthly Administration Charge is [$8]. The Company may charge less
than the maximum. 


        Administration Charge for the Initial Face Amount.    The maximum monthly Administration Charge for the Initial Face Amount is
equal to [$.05] per every $1,000 of Initial Face Amount in Policy Years [1 through 20]. This is equal to an annual Administration Charge for the Initial
Face Amount of [$.60]. This charge is not assessed after the [20th] Policy Year. The Company may charge less than the maximum. 


        Administration Charge for an Increase in the Face Amount.    The maximum monthly Administration Charge for an Increase in the
Face Amount is [$.27] per every $1,000 of increase in the Face Amount. This charge applies during the [twelve] month period following the effective date
of each increase in the Face Amount. The Company may charge less than the maximum. 


        Charge For Additional Benefits provided by Riders.    The Company will deduct a monthly charge for any rider purchased by the
Owner. The monthly charge is described in each rider. 


        Mortality and Expense Risk Charge.    The maximum monthly Mortality and Expense Risk Charge for all Policy Years is equal to
[.075%] multiplied by the Variable Account Value on each Monthly Anniversary Day. This is equal to an annual Mortality and Expense Risk Charge of
[.90%]. The Company may charge less than the maximum. 


        As
of the Policy Effective Date, the monthly Mortality and Expense Risk Charge for Policy Years [1] through [10] is
[.075%] multiplied by the Variable Account Value on each Monthly Anniversary Day, which is equal to an annual Mortality and Expense Risk Charge of
[.90%]. As of the Policy Effective Date, the current monthly Mortality and Expense Risk Charge for Policy Years [11] and after is
[.021%] multiplied by the Variable Account Value on each Monthly Anniversary Day, which is equal to an annual Mortality and Expense Risk Charge of
[.25%]. 


        Cost of Insurance Charge.    The monthly Cost of Insurance Charge is calculated by dividing the Net Amount at Risk by $1000, and
multiplying the result by the applicable monthly cost of insurance rate. The monthly cost of insurance rate is based on age, [sex,] rate class and the policy duration. The Cost
of Insurance Charge is computed separately for the Initial Face Amount and for each increase in Face Amount. For each increase in Face Amount, the monthly Cost of Insurance Charge is based on the age,
[sex], rate class and the policy duration at the time the increase in Face Amount is approved. 



        The
Company sets the monthly cost of insurance rates but they will never be greater than those in the table of Guaranteed Maximum Monthly Cost of Insurance Rates, on the next page. Any
change in the monthly cost of insurance rates will be by class. 


        GUARANTEED
MAXIMUM COST OF INSURANCE RATES FOR THE INSURED'S RATE CLASS ARE EQUAL TO THE TABLE RATES ON THE FOLLOWING PAGE, INCREASED BY [$0.000] EACH MONTH. 


5







 

        The
Guaranteed Maximum Cost of Insurance Rates are based on the [1980 Commissioner's Standard Ordinary Smoker or Non-Smoker, Male or Female Mortality Table (age
nearest birthday)] and the Insured's rate class. 


GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES

PER $1,000 OF NET AMOUNT AT RISK  



	ATTAINED

AGE
	 	RATE
	 	ATTAINED

AGE
	 	RATE
	 	ATTAINED

AGE
	 	RATE
	 	ATTAINED

AGE
	 	RATE
	 	ATTAINED

AGE
	 	RATE

	0	 	 	 	20	 	 	 	 	40	 	$	[.191]	 	60	 	$	[1.054]	 	80	 	$	[7.867]
	1	 	 	 	21	 	 	 	 	41	 	 	[.206]	 	61	 	 	[1.163]	 	81	 	 	[8.617]
	2	 	 	 	22	 	 	 	 	42	 	 	[.221]	 	62	 	 	[1.287]	 	82	 	 	[9.465]
	3	 	 	 	23	 	 	 	 	43	 	 	[.238]	 	63	 	 	[1.428]	 	83	 	 	[10.423]
	4	 	 	 	24	 	 	 	 	44	 	 	[.256]	 	64	 	 	[1.588]	 	84	 	 	[11.473]
	5	 	 	 	25	 	 	 	 	45	 	 	[.277]	 	65	 	 	[1.764]	 	85	 	 	[12.590]
	6	 	 	 	26	 	 	 	 	46	 	 	[.299]	 	66	 	 	[1.954]	 	86	 	 	[13.753]
	7	 	 	 	27	 	 	 	 	47	 	 	[.323]	 	67	 	 	[2.160]	 	87	 	 	[14.953]
	8	 	 	 	28	 	 	 	 	48	 	 	[.349]	 	68	 	 	[2.381]	 	88	 	 	[16.165]
	9	 	 	 	29	 	 	 	 	49	 	 	[.378]	 	69	 	 	[2.622]	 	89	 	 	[17.405]
	10	 	 	 	30	 	 	 	 	50	 	 	[.409]	 	70	 	 	[2.894]	 	90	 	 	[18.692]
	11	 	 	 	31	 	 	 	 	51	 	 	[.446]	 	71	 	 	[3.253]	 	91	 	 	[20.047]
	12	 	 	 	32	 	 	 	 	52	 	 	[.489]	 	72	 	 	[3.559]	 	92	 	 	[21.516]
	13	 	 	 	33	 	 	 	 	53	 	 	[.536]	 	73	 	 	[3.969]	 	93	 	 	[23.160]
	14	 	 	 	34	 	 	 	 	54	 	 	[.591]	 	74	 	 	[4.430]	 	94	 	 	[25.260]
	15	 	 	 	35	 	$	[.141]	 	55	 	 	[.652]	 	75	 	 	[4.924]	 	95	 	 	[28.274]
	16	 	 	 	36	 	 	[.148]	 	56	 	 	[.720]	 	76	 	 	[5.451]	 	96	 	 	[33.107]
	17	 	 	 	37	 	 	[.157]	 	57	 	 	[.791]	 	77	 	 	[6.006]	 	97	 	 	[41.685]
	18	 	 	 	38	 	 	[.167]	 	58	 	 	[.869]	 	78	 	 	[6.582]	 	98	 	 	[58.013]
	19	 	 	 	39	 	 	[.178]	 	59	 	 	[.957]	 	79	 	 	[7.195]	 	99	 	 	[83.333]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	100+	 	 	[0]




OTHER DEDUCTIONS  


        Withdrawal Charge.    We will assess a Withdrawal Charge each time the Owner requests a withdrawal. The maximum Withdrawal
Charge is equal to the lesser of: (a) [2%] of the amount withdrawn; or (b) [$25]. The Company may charge less than the maximum. 


        Transfer Fee.    We will assess a Transfer Fee for each transfer requested in excess of [12] during any
Policy Year. The maximum Transfer Fee is [$25], and will be deducted from the amount transferred. The Company may charge less than the maximum. 


6







 
SURRENDER CHARGES  


        If the policy Lapses at the end of a Grace Period or if the Owner surrenders the policy during the first [8] Policy Years, the Company
will deduct a Surrender Charge. The maximum Surrender Charge imposed if the policy is surrendered or Lapses is shown in the table below. 



	POLICY

YEARS
	 	SURRENDER

CHARGE
	 	POLICY

YEARS
	 	SURRENDER

CHARGE

	1	 	$	[916.00]	 	6   	 	$	[550.00]
	2	 	 	[916.00]	 	7   	 	 	[366.00]
	3	 	 	[916.00]	 	8   	 	 	[183.00]
	4	 	 	[916.00]	 	9+	 	 	[0]
	5	 	 	[733.00]	 	 	 	 	 





ALLOCATION OF PREMIUM PAYMENTS  



	[Sub-Accounts of the Protective Variable Life Separate Account:]	 	 
	[Goldman Sachs/CORE U.S. Equity]	 	[20.00%]
	[Fidelity VIP Index 500 SC2]	 	[20.00%]
	[Oppenheimer High Income]	 	[20.00%]
	[Van Kampen Aggressive Growth]	 	[20.00%]
	

[Protective Life General Account:]	
 	

 
	

[Fixed Account]	
 	

[20.00%]




7








   DEFINITIONS  


        Application. The documents completed to apply for this policy. The term "Application" includes supplemental and reinstatement or policy change applications, when
applicable. 


        Attained
Age. The Insured's age as of the [nearest/last] birthday on the Policy Effective Date plus the number of complete Policy Years since the Policy Effective
Date. 


        Cash
Value. The Policy Value minus any applicable surrender charge. 


        Face
Amount. The amount of basic insurance provided by this policy. The initial Face Amount is shown on the Policy Specifications pages. 


        Fixed
Account. A division of the Company's General Account into which Net Premium may be allocated or Policy Value transferred. 



        Fixed
Account Value. The Policy Value in the Fixed Account. 


        Fund.
An investment portfolio in which a Sub-Account invests. 


        General
Account. The assets of the Company other than those allocated to the Variable Account or another separate account. 


        Grace
Period. The period of time allowed by the Company between the occurrence of an event that could cause this policy to Lapse and the date all insurance provided by the policy ends as
a result of the event. 



        Home
Office. 2801 Highway 280 South, Birmingham, Alabama, 35223. 


        Issue
Age. The Insured's age as of the [nearest/last] birthday on the Policy Effective Date. 


        Issue
Date. The date the policy is issued. It may or may not be the same day as the Policy Effective Date. 


        Lapse.
Termination of the policy at the expiration of a Grace Period while the Insured is still living. 


        Loan
Account. A part of the Company's General Account into which Policy Value is transferred as collateral for a policy loan. 



        Monthly
Anniversary Day. The Policy Effective Date and the same day of each subsequent month while this policy is in force. The Monthly Anniversary Day is shown on the Policy
Specifications Page. 


        Net
Amount at Risk. As of any Monthly Anniversary Day, the Net Amount at Risk is equal to (1) minus (2) where: 



	(1)
	is
the Death Benefit divided by (1 + the monthly guaranteed interest rate shown on the Policy Specifications Page); and



	(2)
	is
the Policy Value (prior to deducting the Cost of Insurance) if the Level Death Benefit is in effect; or the Policy Value (prior to deducting the Cost of Insurance) divided by
(1 + the monthly guaranteed interest rate shown on the Policy Specifications Page), if the Increasing Death Benefit is in effect. 




        Policy
Anniversary. The same day in each Policy Year as the Policy Effective Date. 


        Policy
Debt. The sum of all outstanding policy loans plus all accrued, unpaid interest. 



        Policy
Effective Date. The date on which the insurance coverage under this policy takes effect. It is shown on the Policy Specifications pages. For any increase, decrease, additions, or
changes to coverage, 


8







 

the
effective date is the Monthly Anniversary Day on or next following the date the supplemental application is approved by the Company. 


        Policy
Value. The sum of the Variable Account value, the Fixed Account value and the Loan Account value. 


        Policy
Year. The 12-month period commencing with the Policy Effective Date or any subsequent Policy Anniversary. 


        Sub-Account.
A separate division of the Variable Account into which Net Premium may be allocated or Policy Value transferred. 


        Surrender
Value. The Cash Value minus any outstanding Policy Debt. 


        Unloaned
Policy Value. The sum of the Variable Account value and the Fixed Account value. 


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


        Valuation
Period. A period of time that 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 New
York Stock Exchange on the next succeeding Valuation Day. 


        Variable
Account. The Protective Variable Life Separate Account, a separate investment account of Protective Life Insurance Company. 



        Variable
Account Value. While this policy is in force during the life of the Insured, the Variable Account value is the sum of all the Sub-Account values. 


        Written
Request. A written notice or request in a form satisfactory to us that is received at our Home Office. 


PARTIES TO THE CONTRACT  


        Protective Life Insurance Company. In this policy, also referred to as "the Company", "we", "us" and "our". 


        Insured.
The person whose life is insured by this policy. 


        Owner.
The Company issued this policy to the Owner. The Insured is the Owner unless a different Owner is named on the Policy Specifications pages, an endorsement or an amendment to the
application. A non-natural entity, such as a business, corporation or trust, may be an Owner. The Owner may exercise all rights provided in the policy during the life of the Insured,
subject to the Irrevocable Beneficiary Consent and Assignment provisions. If the policy is owned by a non-natural entity, ownership rights belong to the entity as it is constituted at the
time the right is exercised. In this policy, we may refer to the Owner as "you" and "your". 



        Contingent
Owner. The Contingent Owner is the person or entity designated in writing to own this policy if the Owner dies before the Insured. If the Owner dies when no Contingent Owner
is designated, the estate of the deceased Owner will own this policy. 


        Changing
the Owner or Contingent Owner. You may give us a Written Request to change the Owner or Contingent Owner during the life of the Insured. Your Written Request is effective on the
date is signed, but we are not liable for any payment we make before the request is received and acknowledged at our Home Office. 


        Beneficiary.
The person or persons entitled to receive the Death Benefit proceeds if the Insured dies while this policy is in force. If the Owner names more than one person as
Beneficiary, we will distribute the Death Benefit proceeds equally among the living unless the Owner sent us a Written Request to do otherwise. 


9







 



Primary—The
Primary Beneficiary is designated by the Owner and named in the Company's records to receive the Death Benefit proceeds. 



Contingent—The
Contingent Beneficiary is designated by the Owner and named in the Company's records to be Beneficiary if no Primary Beneficiary is living. 




        If
no Beneficiary designation is in effect or if no Beneficiary is living at the time of the Insured's death, the Owner will be the Beneficiary. 


        Changing
the Beneficiary. Unless a Beneficiary is designated irrevocably, you may give us a Written Request to change the Beneficiary during the life of the Insured. The change of
Beneficiary is effective on the date your Written Request is signed, but we are not liable for any payment we make before the request is received and acknowledged at our Home Office. 



        Irrevocable
Beneficiary Consent. If a Beneficiary is designated irrevocably, we require that Beneficiary's written consent before the Owner or Beneficiary can be changed and to exercise
certain substantive rights. You may exercise administrative rights, such as changing the premium payment mode or reinstating this policy after the grace period, without the irrevocable Beneficiary's
consent. 


GENERAL PROVISIONS  


        Entire Contract. This policy is a legal contract between you and us. We issued you this policy in consideration of the Application and the initial premium
payment. The policy, including the attached copy of your Application and all attached endorsements, amendments and riders constitute the entire agreement between you and us. 


        Modification
of the Contract. No one is authorized to modify or waive any term or provision of this policy unless we agree in writing and it is signed by our President,
Vice-President, Secretary or Assistant Secretary. We have the right, subject to regulatory approval, to modify the terms and provisions of this policy to conform to any applicable laws,
rules or regulations issued by a government agency, or to assure continued qualification of the policy as a life insurance contract under the Internal Revenue Code. We will send you a copy of any
endorsement that modifies the policy and will obtain all necessary consents including, where required, that of the Owner. 



        Tax
Considerations. This policy qualifies as life insurance under applicable sections of the Internal Revenue Code as of its Issue Date. If necessary to prevent this policy from failing
to qualify as a life insurance contract, we have the right to: 



	a)
	decline
to accept a premium payment;



	b)
	decline
a request to change the Death Benefit Option;



	c)
	decline
a request to process a withdrawal;



	d)
	refund
a premium payment, and any associated earnings; or



	e)
	decline
a request to reduce the Face Amount. 




        Representations
and Contestability. In determining whether to issue this policy, we relied on the statements made by or for the Insured in an Application. Legally, these statements are
considered to be representations and not warranties, unless fraud is involved. The Company can contest the validity of this policy or resist a claim for any material misrepresentation of fact. To do
so, however, the misrepresentation must have been made in an Application that is attached to the policy when issued or delivered, or made a part of the policy when the change in coverage became
effective. 


        The
Company cannot bring any legal action to contest the validity of this policy after it has been in force during the lifetime of the Insured for two years from the Issue Date, unless
fraud is involved. 


10







 



        If
an endorsement, amendment or rider is added to this policy after the Issue Date, we will not contest the validity of any benefits so added after they have been in force during the
lifetime of the Insured for two years from the effective date of the benefit, unless fraud is involved. The Company cannot contest
the validity on any reinstated benefit after the reinstated benefit has been in force during the lifetime of the Insured for two years from the date the reinstatement Application is approved, unless
fraud is involved. 


        Misstatement
of Age [or Sex]. Questions on the Application concern the Insured's age [and sex]. If the date of birth [or
sex] given on the Application or the Application for any riders is not correct, the Death Benefit and any benefit provided under any rider to this policy will be adjusted to that which
would have been purchased by the most recent Monthly Deduction at the correct age and [sex]. 


        Coverage
Limitations. Unless the health and other conditions of the Insured on the date the policy is delivered to the Owner are the same as that indicated in the application, we reserve
the right to cancel the policy or re-rate it to make appropriate adjustments to the monthly Cost of Insurance Charge. 


        Suicide
Exclusion. If the Insured commits suicide, while sane or insane, within two years after the Policy Effective Date, our total liability is limited to the premium paid before the
Insured's date of death minus any withdrawals and Policy Debt. If the Insured commits suicide, while sane or insane, within two years after the effective date of any increase in the Face Amount, our
total liability with respect to that increase is limited to the sum of the monthly Cost of Insurance Charges deducted for that increase. 


        Non-Participating.
This policy does not share in the Company's surplus or profits, or pay dividends. 


        Protection
of Proceeds. To the extent permitted by law and subject to any assignment, the proceeds of this policy shall be free from legal process and the claims of creditors. 


        Policy
Reports. At least once a year while this policy is in force we will send you a report containing, at least, the following information as of the end of the reporting period: 



	a)
	the
Death Benefit;



	b)
	the
Policy Value, and the value of each Investment Option to which Policy Value is allocated;



	c)
	your
current Premium Payment allocation;



	d)
	Premium
Payments applied to the policy since the last report;



	e)
	charges
deducted since the last report;



	f)
	withdrawals
taken since the last report;



	g)
	any
policy loans, accrued interest and the current Loan Account Value;



	h)
	the
Surrender Value; and,



	i)
	any
other information required by law. 




        You
may request a report for this policy any time by Written Notice. We may assess a nominal preparation fee. 


        Changes
in Non-Guaranteed Policy Cost Factors. After a policy has been issued, any change in: 



	a)
	the
cost of insurance rates;



	b)
	the
mortality and expense risk charge rate;



	c)
	the
administration charge rate; 



11







 



	d)
	the
expense charge rate, 




for
such policy will be by class and based upon changes in expectations of factors including, but not limited to, investment earnings, mortality, persistency, expenses, and taxes. 


        Assignment.
Upon notice to the Company, the Owner may assign his or her rights under this Policy. However, for this assignment to be binding on the Company, it must be in writing and
filed at the Home Office. The Company assumes no responsibility for the validity of any assignment. Any claim under any assignment shall be subject to proof of interest and the extent of assignment.
Once the Company receives a signed copy of the assignment, the Owner's rights and the interest of any Beneficiary or any other person will be subject to the assignment. An assignment is subject to any
Policy Debt. 


        Suspension
or Delay in Payment. We have the right to suspend or delay payment of a withdrawal, loan, surrender, or the Death Benefit Proceeds from the Variable Account for any period: 



	a)
	when
the New York Stock Exchange is closed; or



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



	c)
	when
an emergency exists (as determined by the Securities & Exchange Commission) as a result of which (i) the disposal of securities in the Variable Account is not
reasonably practicable or (ii) it is not reasonably practicable to determine fairly the value of the net assets of the Variable Account; or



	d)
	when
the Securities & Exchange Commission, by order, so permits for the protection of security holders. 




        We
have the right to delay or defer payment of the Death Benefit Proceeds from the Fixed Account for up to two months from the date we receive due proof of death, and of any withdrawal,
loan or surrender from the Fixed Account for up to six months after we receive your Written Request. 


        If
we delay payment of the benefits provided by this policy, we will pay interest at the rate specified under applicable state law. 


        Termination.
This policy will terminate if any of the following events occur: 



	a)
	you
surrender the policy and return it to us;



	b)
	the
policy Lapses; or,



	c)
	we
settle a valid claim for the Death Benefit. 



ARBITRATION  


        The parties hereby acknowledge that the provision of insurance pursuant to this policy takes place in, and substantially affects interstate commerce, and that the
Federal Arbitration Act permits and promotes the use of arbitration as a means of dispute resolution in matters arising from interstate commerce. 



        Any
controversy, dispute or claim by any Owner, Insured or Beneficiary, or any of their respective assigns (each referred to herein as "Claimant"), arising out of or relating in any way
to this policy or the solicitation or sale thereof shall be submitted to binding arbitration pursuant to the provisions of the Federal Arbitration Act, 9 U.S.C. Section 1,  et seq. Absent
consolidation of arbitration as provided for below, such arbitration shall be governed by the rules and provisions of the Dispute
Resolution Program for Insurance Claims of the American Arbitration Association ("AAA"). The arbitration panel shall consist of three (3) arbitrators: one (1) selected by the Company;
one (1) selected by the Claimant; and, one (1) selected by the two arbitrators previously selected. 


12







 



        If
any Claimant, the Company or any third-party have a dispute between or among them or any of them that is directly or indirectly related to any dispute governed by this arbitration
provision, the Claimant and the Company consent to the consolidation of the dispute governed by this arbitration provision with such other dispute; if such other dispute is governed by an arbitration
agreement that selects the forum and rules of the National Association of Securities Dealers, Inc. or the New York Stock Exchange, Inc., the Claimant and the Company shall be deemed to
have consented to the jurisdiction of such other forum to the extent allowed by law and will abide by the rules, provisions and interpretations thereof, including those for selection of arbitrators. 


        It
is understood and agreed that the arbitration shall be binding upon the parties, that the parties are waiving their right to seek remedies in court, including the right to jury trial;
and that an arbitration award may not be set aside in later litigation except upon the limited circumstances set forth in the Federal Arbitration Act. 


        Judgment
upon the award rendered by the arbitrator(s) may be entered in any Court of competent jurisdiction. The arbitration expenses shall be borne by the losing party or in such
proportion as the arbitrator(s) shall decide. 


PREMIUMS  


        Premium. Premium is the payment required to keep this policy in force. No insurance will take effect until the initial premium is paid. Premium is payable at our
Home Office. It shall be paid by check to Protective Life Insurance Company or by any other method we deem acceptable. The minimum premium payment we will accept is $150, or $50 if paid by a monthly
pre-authorized payment arrangement. The premium for this policy may change if a benefit is added, terminated or modified. 


        We
may not accept, and have the right to refund any premium payment including any associated earnings, that: 



	a)
	in
the first Policy Year, causes the Death Benefit to exceed the Initial Face Amount shown on the Policy Specifications pages, or



	b)
	increases
the difference between the Death Benefit and the Policy Value, and



	c)
	exceeds
$20 per $1,000 of Face Amount. 




        We
have the right to decline or refund any premium if we determine that the premium will cause the policy to fail to qualify as life insurance under federal tax laws. 


        Net
Premium. We will deduct a Premium Expense Charge from each premium payment before we apply the Net Premium to the policy. The maximum Premium Expense Charge is shown on the Policy
Specification pages. 


        Allocation
of Net Premium. We allocate Net Premium to the Fixed Account and the Variable Account as of the Valuation Period during which we receive it according to your instructions as
contained in our records on that date. You may change the allocation instructions by Written Request. Allocations must be made in whole percentages and must total 100%. On the Policy Effective Date,
the minimum amount that can be allocated to any Investment Option is [5%]of the Net Premium. We may limit the number of Sub-Accounts to which Net Premium may be
allocated and establish or change the minimum allocation requirement. 


        If
the policy is issued in a state where the Company must return the premium paid if the policy is returned pursuant to the "Right to Cancel" provision on the policy's face page, we
reserve the right to allocate any Net Premium we accept during the cancellation period to the Fixed Account or the [money market Sub-Account]. When the "Right to
Cancel" period expires, we will transfer the Net 


13







 



Premium
and any associated interest or earnings to the Fixed Account and the Variable Account according to your allocation instructions in effect at that time. 


        Planned
Premium. The amount and frequency of the planned premium in effect on the Policy Effective Date is shown on the Policy Specifications pages. You are not required to make the
planned premium payments. Subject to the limitations in the "Premium" provision above, you may change the amount and frequency of the planned premium at any time by Written Request. 



        We
will send you planned premium reminder notices unless you instruct us otherwise. You may elect to receive these reminder notices quarterly, semi-annually, or annually. You
may also establish monthly pre-authorized premium payments. All instructions and elections shall be by Written Request. 


        Unscheduled
Premium Payments. While this policy is in force during the life of the Insured, and subject to the limitations in the "Premium" provision above, we will generally accept
premium in addition to the planned premium. We will assume any payment we receive to be a premium payment unless the payment includes a Written Request to apply the payment to the Loan Account, or for
some other purpose. 


        Minimum
Monthly Premium Guarantee. We guarantee that this policy will not Lapse during the Minimum Monthly Premium Guarantee Period if, on each Monthly Anniversary Day, the total premium
paid less any withdrawals and Policy Debt equals or exceeds the Minimum Monthly Premium Guarantee Payment Amount multiplied by the number of complete policy months since the Policy Effective Date,
including the current month. 


        The
Minimum Monthly Premium Guarantee Period and the Minimum Monthly Premium Guarantee Payment Amount are shown on the Policy Specifications pages. 



        A
change in any benefit provided by this policy or an attached rider made after the Policy Effective Date but during the Minimum Monthly Premium Guarantee Period may result in a change
to the Minimum Monthly Premium Guarantee Payment Amount. In no case will this change extend the
Minimum Monthly Guarantee Period. We will send you a supplemental Policy Specifications Page showing any new Minimum Monthly Premium Guarantee Payment Amount and its effective date. 


        Grace
Period. Unless this policy is being continued under the Minimum Monthly Premium Guarantee, if the Surrender Value on a Monthly Anniversary Day is insufficient to cover the Monthly
Deductions due on that Monthly Anniversary Day, this policy will stay in force for 61 days. This 61-day period is called the Grace Period. 



        If
the Owner does not pay sufficient Net Premiums to cover the current and past due Monthly Deductions by the end of the Grace Period, this policy will Lapse and all insurance coverage
provided by it, and any endorsements and riders, will terminate without value as of such date. At the beginning of the Grace Period, the Company will mail a notice of such premiums due to the Owner's
last known address and to the address of any assignee of record. Your insurance coverage continues during the Grace Period. The Company will deduct unpaid Monthly Deductions and Policy Debt from any
Death Benefit payable if the Insured's death occurs during the Grace Period. 


        Reinstatement.
Prior to the Insured's death and any Surrender of this policy, if this Policy has Lapsed, it can be reinstated. Reinstatement means to restore the Policy when the Policy
has terminated at the end of the Grace Period. The Company will reinstate the Policy if the Company receives: 



	(1)
	the
Owner's Written Request within five years after the end of the Grace Period,



	(2)
	evidence
of insurability satisfactory to the Company,



	(3)
	payment
of Net Premium equal to all Monthly Deductions that were due and unpaid during the Grace Period with interest at a rate not to exceed 6% per annum compounded annually, if
required by the Company, and payment of Premium Payments at least sufficient to keep this 



14







 


Policy
in force for three months (The Company may accept Premium Payments larger than this amount), and 



	(4)
	payment
of or reinstatement of any Policy Debt which existed at the end of the Grace Period. 




        The
effective date of a reinstated policy will be the day the Company approves the reinstatement and all of the above requirements have been received. 


FIXED ACCOUNT  


        General Description. The Fixed Account is part of the Company's General Account and is guaranteed by us as to principal and interest. Generally, you may allocate
some or all of your Net Premium and may transfer some or all of the Policy Value to the Fixed Account. Amounts allocated to the Fixed Account earn interest from the date they are credited to the
account. We establish the credited interest rate from time to time, but will not declare a rate that is less than the Guaranteed Interest Rate for the Fixed Account shown on the Policy Specifications
pages. We also reserve the right to apply different interest rate guarantees to certain amounts credited to the Fixed Account. 


        Interest
Credited. For Net Premiums allocated to the Fixed Account or Policy Value transferred to the Fixed Account, the applicable guaranteed interest rate will be the annual effective
interest rate in effect on the date the Net Premium is received by the Company or the date the transfer is made. That guaranteed interest rate will apply to those amounts for a twelve month period
that begins on the date the Net Premium is allocated or the date the transfer is made. 



        After
the guaranteed interest rate expires, (i.e., 12 months after the Net Premium or transfer is placed in the Fixed Account) the Company will credit interest on the Fixed
Account Value attributable to such Net Premiums and transfers at the current interest rate in effect. New current interest rates are effective for such Fixed Account Value for 12 months from
the time they are first applied. The Initial Annual Effective Interest Rate and the current interest rates the Company will credit are annual effective interest rates of not less than the annual
Guaranteed Interest Rate for Fixed Account shown on the Policy Specifications Page. For purposes of crediting interest, amounts deducted, transferred or withdrawn from the Fixed Account will be
accounted for on a "first-in, first-out" (FIFO) basis. 


        Fixed
Account Value. While this policy is in force during the life of the Insured, the Fixed Account Value is equal to (1) plus (2) plus (3) minus (4) minus
(5) minus (6) where: 



	(1)
	is
the Net Premiums allocated to the Fixed Account;



	(2)
	is
any Policy Value transferred to the Fixed Account;



	(3)
	is
interest credited to the Fixed Account;



	(4)
	is
any withdrawals, including any withdrawal charges, deducted from the Fixed Account;



	(5)
	is
any transfers, including any transfer fees, removed from the Fixed Account;



	(6)
	is
Monthly Deductions. 




        For
purposes of crediting interest, amounts withdrawn, transferred, surrendered or deducted from the Fixed Account will be accounted for on a "first-in,
first-out" (FIFO) basis. 


VARIABLE ACCOUNT  


        General Description. The variable benefits under the policy are provided through the Protective Variable Life Separate Account. In this policy, we may also refer
to this as "the Variable Account" or "the separate account". The Variable Account 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. 


15







 



        The
portion of the assets of the Variable Account equal to the reserves and other contract liabilities of 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. We reserve the right to deduct taxes attributable to the operation of the Variable Account. 


        Sub-Accounts
of the Variable Account. The Variable Account is divided into a series of Sub-Accounts. The Sub-Accounts available on the Policy
Effective Date are listed in the current Prospectus you received. Each Sub-Account invests exclusively 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, the Company may: 



	a)
	create
new variable accounts;



	b)
	combine
variable accounts, including the Variable Account;



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



	d)
	make
new Sub-Accounts or other Sub-Accounts available to such classes of the Policies as the Company may determine;



	e)
	add
new Funds or remove existing Funds;



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



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



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



	i)
	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 policy provided by the Sub-Accounts depend upon the investment performance of the Fund in which the Sub-Account invests. We do not
guarantee the investment performance of any Fund. You bear the full investment risk for amounts allocated or transferred to the Sub-Accounts. The investment policy of the Variable Account
will not be changed without obtaining all necessary approvals. 


        Sub-Account
Values. Amounts allocated or transferred to the Variable Account are used to purchase Units of one or more Sub-Accounts. 



        Events
that may result in the redemption of Units of a Sub-Account include, but are not limited to: 



	a)
	transfers
from a Sub-Account;



	b)
	a
withdrawal from, or surrender of this policy;



	c)
	a
decrease in the Face Amount;



	d)
	payment
of the Death Benefit Proceeds; 



16







 



	e)
	the
Monthly Deduction;



	f)
	deduction
of other charges or fees. 




        Units
are purchased or redeemed from the Sub-Accounts at the Sub-Account's Unit Value as of the end of the Valuation Period during which the transaction occurs. 


        The
number of Units in a Sub-Account at any time is equal to the aggregate number of Units purchased minus the aggregate number of Units redeemed. To calculate the value of a
Sub-Account, we multiply the number of Units attributable to each Sub-Account by the Unit Value for that Sub-Account as of the Valuation Period for which the value
is being determined. 


        Unit
Values. The Unit Value for each Sub-Account on any Valuation Period is determined by multiplying the Unit Value at the end of the prior Valuation Day by the net
investment factor for the Valuation Period. The net investment factor is used to measure the 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 a Unit can increase or decrease. 



        The
net investment factor for any Sub-Account for any Valuation Period is determined by dividing 1) by 2) 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 Fund to the Sub-Account, if the "ex-dividend" date occurs during the current
Valuation Period; plus or minus



	c.
	a
per share charge or credit for any taxes reserved for, which is determined by the Company to have resulted from the operations of the Sub-Account.






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



TRANSFERS  


        Transfers. You may send us a Written Request to transfer Policy Value among the Sub-Accounts and between the Sub-Accounts and the Fixed
Account. You must transfer at least [$100] or, if less, the entire amount remaining in the Fixed Account or a Sub-Account each time you make a transfer. If after
the transfer is made the amount remaining in the Fixed Account or a Sub-Account 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 any Policy Year, we
reserve the right to charge the Transfer Fee shown on the Policy Specification pages. The transfer fee, if any, will be deducted from the amount being transferred. The transfer will be effective as of
the Valuation Period during which we receive your Written Request. 



        Transfer
Restrictions. We have the right to restrict transfers that would occur before: 



	a)
	The
first Monthly Anniversary Day after the Policy Effective Date; or,



	b)
	[6]
days after the end of the period described in the "Right to Cancel" provision on the cover of this policy. 



17







 





        There
are additional limitations on transfers involving the Fixed Account. The maximum amount that may be transferred out of the Fixed Account in any Policy Year is the greater of
[$2500] or [25%] of the Fixed Account Value as of the prior Policy Anniversary. 


        We
may restrict or refuse to honor any transfer requests when we determine the transfer would be detrimental to any Fund, other policy Owners, or the Variable Account. We have the right,
at any time and without prior notice, to terminate suspend or modify the transfer privileges described in this section. 


SURRENDERS AND WITHDRAWALS  


        Surrenders. While this policy is in force during the life of the Insured, you may surrender the policy for its Surrender Value. The surrender is effective, and
the Surrender Value is determined, as of the end of the Valuation Period on which we receive your Written Request. We will deduct the surrender charge described on the Policy Specifications pages, if
applicable. A surrender will terminate all benefits provided by the policy and all additional benefits provided by any endorsement or rider. 


        After
the surrender is effective, all benefits under the policy will cease and the policy may not be reinstated. 



        Withdrawals.
After the first Policy Year and subject to certain restrictions, you may withdraw a portion of the Policy Value by Written Request. You must withdraw at least
[$500]. We will reduce the Sub-Account values and the Fixed Account value by the amount of the withdrawal (including the withdrawal charge shown on the Policy
Specifications pages) in the same proportion that each bears to the total Unloaned Policy Value as of the end of the Valuation Period on which we receive your Written Request unless you tell us how to
allocate the withdrawal. 


        If
the Level Death Benefit is in effect, we reserve the right to reduce the Face Amount by the amount of the withdrawal (including the withdrawal charge shown on the Policy
Specifications pages). Any reduction in the Face Amount as a result of a withdrawal will be effective as of the Monthly Anniversary Day that occurs on or immediately following the date we approve your
Written Request. We will reduce the Face Amount according to the "Decreasing the Face Amount" provision. 


        We
reserve the right to decline your withdrawal request if the Face Amount remaining after the withdrawal would be less than the minimum Face Amount required to issue the policy, or if
we determine that the withdrawal would cause the policy to fail to qualify as a life insurance contract under the applicable statutes and regulations in effect at that time. 


POLICY LOANS  


        Loans. After the first Policy Anniversary and while this policy is in force during the life of the Insured with a Surrender Value greater than $0, you may send us
a Written Request to borrow money using only this policy as collateral. You must assign the policy to us before we make any loan. The minimum policy loan we will make is
[$500], and we will not make any loan that would result in Policy Debt exceeding [90%] of the Cash Value on the date the loan is requested. 


        Interest.
The interest charged on any policy loan is at an effective annual rate, shown on the Policy Specifications Page, compounded yearly on the Policy Anniversary. Interest payments
are due for the prior Policy Year on each Policy Anniversary. If interest is not paid when due, it will be added to the amount of the policy loan and will bear interest at the rate payable on the
policy loan. Interest is charged in arrears from the date of the policy loan. Interest, as it accrues from day to day, is considered part of the Policy Debt. 


        Loan
Account. When a policy loan is processed, we transfer sufficient Policy Value from the Sub-Accounts and the Fixed Account into the Loan Account as collateral to secure
the loan. You may 


18







 



specify
how the collateral is removed from the Sub-Accounts and the Fixed Account in your Written Request but if you do not, we will deduct the collateral from the Sub-Accounts
and the Fixed Account in the proportion that each bears to the Unloaned Policy Value. On each Policy Anniversary occurring thereafter, we will transfer Policy Value equal to any unpaid loan interest
to the Loan Account in the same manner. We will recalculate the value of the Loan Account no less frequently than each time: 



	a)
	a
new policy loan is made, or



	b)
	a
loan repayment is made. 




        We
credit interest to the Loan Account. We establish the credited interest rate from time to time, but will not declare a rate that is less than the Guaranteed Interest Rate for the
Fixed Account shown on
the Policy Specifications pages. On each Policy Anniversary we will transfer any interest earned from the Loan Account to the Sub-Accounts and the Fixed Account according to your premium
allocation instructions in effect at that time. 


        If
on any Monthly Anniversary Day, the value of the Loan Account exceeds the Cash Value, you must pay the excess. We will mail you a notice containing the payment amount and other
information necessary to prevent a Lapse. We must receive your payment at our Home Office within 31 days of the date we mailed the notice to you or the policy, including all riders and
endorsements, will terminate at the end of that 31-day period. 


        Repaying
Policy Debt. You may repay Policy Debt in full or in part while this policy is in force during the life of the Insured. You must advise us by Written Request that the payment is
to be applied to the Loan Account to repay Policy Debt. When a loan repayment is made, we will transfer an equivalent amount from the Loan Account to the Sub-Accounts and the Fixed
Account. In your Written Request, you may instruct us how to allocate the loan repayment but if you do not, we will allocate the repayment to the Sub-Accounts and the Fixed Account
according to your premium allocation instructions in effect at that time. 


CHANGING THE POLICY  


        While this policy is in force during the life of the Insured you may request any of the following changes to your policy. We must authorize the change at our Home
Office. An agent may not authorize a change to an in force policy. 


        Increase
the Face Amount. On or after the first Policy Anniversary, you may submit a supplemental application to increase the Face Amount. The minimum increase in the Face Amount we will
consider is [$10,000]. The Insured's Age must be less than the maximum issue age for this policy, and we will require evidence of insurability satisfactory to us. 


        If
we approve the supplemental application and subject to the monthly cost of insurance deduction for the increase from the Policy Value of this Policy, the Face Amount increase will be
effective as of the date shown on the supplemental Policy Specifications pages we issue. The supplemental Policy Specifications pages will show the changes to the policy resulting from the increase in
the Face Amount. 


        The
"Right to Cancel" provision on the cover of this policy applies to an increase in the Face Amount. If the increase in the Face Amount does not require additional premium and you
cancel the increase, we will credit the Policy Value with an amount equal to the sum of the "Administration Charge for an increase in the Face Amount" plus the monthly "Cost of Insurance Charge"
attributable to the Increase in the Face Amount we deducted from the Policy Value. We will allocate the Policy Value credit to the Sub-Accounts and the Fixed Account in the same proportion
that each bears to the Unloaned Policy Value as of the date we receive your Written Request to cancel the increase in the Face Amount. 


19







 



        Decrease
the Face Amount. On or after the first Policy Anniversary, you may send us a Written Request to decrease the Face Amount. If we authorize it, the decrease will be effective as
of the Monthly Anniversary Day shown on the supplemental Policy Specifications pages we issue. We will apply the decrease first to any prior increases in the Face Amount, beginning with the most
recent increase and working back to the first. Then, we will apply the decrease to the initial Face Amount. We are not required to authorize a decrease in the Face Amount: 



	a)
	within
[3] years of the most recent increase in the Face Amount;



	b)
	within
[1] year of the most recent decrease in the Face Amount;



	c)
	if
the Face Amount remaining after the decrease would be less than the Minimum Face Amount shown on the Policy Specifications pages; or



	d)
	if
the decrease would cause the policy to fail to qualify as life insurance under applicable statutes and regulations in effect at that time. 




        Changing
the Death Benefit Option. On or after the first Policy Anniversary, you may send us a Written Request to change the Death Benefit Option. We may not authorize your request and
may require satisfactory proof of insurability. If we do authorize it, the change will be effective as of the Monthly Anniversary Day shown on the supplemental Policy Specifications pages. 


        If
you request a change from the Increasing Death Benefit to the Level Death Benefit, we will increase the Face Amount to be equal to the Death Benefit as of the effective date of the
change, but we will not assess the "Administration Charge for an increase in the Face Amount". 


        If
you request a change from the Level Death Benefit to the Increasing Death Benefit, we will decrease the Face Amount to be equal to the Death Benefit minus the Policy Value as of the
effective date of the change. 


DEATH BENEFIT  


        Death Benefit Proceeds. When we receive satisfactory proof that the Insured died while this policy is in force, we will pay the Death Benefit Proceeds to the
Beneficiary. 


        Amount
of Death Benefit Proceeds. The Death Benefit Proceeds will be determined as of the date of the Insured's death and will be equal to: (1), plus (2), minus (3), minus
(4) where: 



	(1)
	is
the Death Benefit under the option selected;



	(2)
	is
any additional benefits due under any riders attached to this Policy;



	(3)
	is
any Policy Debt; and



	(4)
	is
any unpaid Monthly Deductions if the Insured dies during the Grace Period. 




        The
Death Benefit Proceeds will be calculated according to the Level Death Benefit option or the Increasing Death Benefit option. The Death Benefit option you selected is shown on the
Policy Specifications Page, or any supplemental Policy Specifications Page. 


        Level
Death Benefit—The level death benefit is the greater of: 



	a)
	the
Face Amount on the Insured's date of death; or



	b)
	the
Policy Value as of the Insured's date of death multiplied by the appropriate percentage from the Table of Corridor Percentages, below. 




        Increasing
Death Benefit—The increasing death benefit is the greater of: 



	a)
	the
Face Amount plus the Policy Value, both determined as of the Insured's date of death; or 



20







 



	b)
	the
Policy Value as of the Insured's date of death multiplied by the appropriate percentage from the Table of Corridor Percentages, below. 



TABLE OF CORRIDOR PERCENTAGES  



	Attained

Age
	 	Percentage
	 	Attained

Age
	 	Percentage
	 	Attained

Age
	 	Percentage

	[0-40]	 	[250%]	 	[54]	 	[157%]	 	[68]	 	[117%]
	[41]	 	[243%]	 	[55]	 	[150%]	 	[69]	 	[116%]
	[42]	 	[236%]	 	[56]	 	[146%]	 	[70]	 	[115%]
	[43]	 	[229%]	 	[57]	 	[142%]	 	[71]	 	[113%]
	[44]	 	[222%]	 	[58]	 	[138%]	 	[72]	 	[111%]
	[45]	 	[215%]	 	[59]	 	[134%]	 	[73]	 	[109%]
	[46]	 	[209%]	 	[60]	 	[130%]	 	[74]	 	[107%]
	[47]	 	[203%]	 	[61]	 	[128%]	 	[75-90]	 	[105%]
	[48]	 	[197%]	 	[62]	 	[126%]	 	[91]	 	[104%]
	[49]	 	[191%]	 	[63]	 	[124%]	 	[92]	 	[103%]
	[50]	 	[185%]	 	[64]	 	[122%]	 	[93]	 	[102%]
	[51]	 	[178%]	 	[65]	 	[120%]	 	[94]	 	[101%]
	[52]	 	[171%]	 	[66]	 	[119%]	 	[95+]	 	[100%]
	[53]	 	[164%]	 	[67]	 	[118%]	 	 	 	 






        Payment
of Death Benefit Proceeds.We will pay the Death Benefit Proceeds in a lump sum unless a Settlement Option has been selected. 


21








   SETTLEMENT OPTIONS  


        Selecting a Settlement Option. Generally, the Death Benefit Proceeds and the Surrender Value may be applied to a settlement option and distributed over time.
While the Insured is alive, you have the right to select or change the settlement option. If you select a settlement option, no settlement option payment may be taken or assigned in advance of its
payment date. 


        If
you do not select a settlement option before the Insured dies, or if we are unable to distribute any portion of the Death Benefit Proceeds according to the settlement option you
selected, the Beneficiary of that portion may take that amount as a lump sum immediately or may select from among the settlement options we offer for such payments at that time. 


        Instructions
to select or change a settlement option must be by Written Request. 


        The
payment for any liability we have pursuant to the "Suicide Exclusion" provision may not be applied to any settlement option. It must be taken in one lump sum. 



        If
this policy is assigned when the Death Benefit becomes due, the portion of the Death Benefit Proceeds subject to the assignment will be paid to the assignee in a lump sum immediately,
and any remaining balance may be applied to a settlement option. 


        Death
of the Payee of a Settlement Option. If the payee of a settlement option dies before the entire amount owed has been paid, we will pay the commuted value to the estate of the
deceased payee. 


        Minimum
Amounts. If the Death Benefit Proceeds, or any portion of it payable to any one person, is less than [$5,000] we may pay that amount in one lump sum. If
at any time payments under a settlement option are less than [$50], we may change the frequency of the payments to an interval that will result in a payment at least equal to
that amount. 


        Protection
of Proceeds. To the extent permitted by law and except as provided by an assignment, payments due under a settlement option are not subject to legal process or the claims of
creditors. 


        Settlement
Options. The Company's settlement options are described below. 


        Option
1—Payments For A Fixed Period. Equal monthly payments will be made for any period selected up to 30 years. The amount of each payment depends on the total
amount applied, the period selected and the monthly payment rates the Company is using when the first payment is due. The rate of any payment for each $1,000 of proceeds applied will not be less than
shown in the Option 1 Table. The payments shown in this table are based on an interest rate of [1.5%] per year. 


Option 1 Table

Minimum Monthly Payment Rates for Each $1,000 Applied  



	Years
	 	Monthly

Payment
	 	Years
	 	Monthly

Payment
	 	Years
	 	Monthly

Payment

	[1]	 	$	[83.90]	 	[11]	 	$	[8.21]	 	[21]	 	$	[4.62]
	[2]	 	 	[42.26]	 	[12]	 	 	[7.58]	 	[22]	 	 	[4.44]
	[3]	 	 	[28.39]	 	[13]	 	 	[7.05]	 	[23]	 	 	[4.28]
	[4]	 	 	[21.45]	 	[14]	 	 	[6.59]	 	[24]	 	 	[4.13]
	[5]	 	 	[17.28]	 	[15]	 	 	[6.20]	 	[25]	 	 	[3.99]
	[6]	 	 	[14.51]	 	[16]	 	 	[5.85]	 	[26]	 	 	[3.86]
	[7]	 	 	[12.53]	 	[17]	 	 	[5.55]	 	[27]	 	 	[3.75]
	[8]	 	 	[11.04]	 	[18]	 	 	[5.27]	 	[28]	 	 	[3.64]
	[9]	 	 	[9.89]	 	[19]	 	 	[5.03]	 	[29]	 	 	[3.54]
	[10]	 	 	[8.96]	 	[20]	 	 	[4.81]	 	[30]	 	 	[3.44]





22







 

        Option
2—Life Income with Payments for a Guaranteed Period. Equal monthly payments are based on the life of the named person. Payments will continue for the lifetime of that
person with payments guaranteed for 10 or 20 years. Payments stop at the end of the selected guaranteed period or when the named person dies, whichever is later. 



        The
Option 2 Table shows the minimum monthly payment for each $1,000 applied. The actual payments will be based on the monthly payment rates the Company is using when the first payment
is due. They will not be less than shown in the Table, which is based on the [Annuity 2000 Mortality Table projected 4 years using the annual projection factors associated with the
1983 Individual Annuitant Mortality Table with interest at 1.5% per annum. One year will be deducted from the attained age of the named person for every three completed years beyond the year
2000]. The age of the payee is the age at the birthday nearest to the effective date of the Option. 


23







 


OPTION 2 TABLE  



	 
	 	[Male]

Guaranteed

Period
	 	[Female]

Guaranteed

Period
	 	 
	 	[Male]

Guaranteed

Period
	 	[Female]

Guaranteed

Period

	Age

of

Payee
	 	Age

of

Payee

	 	10 Yrs
	 	20 Yrs
	 	10 Yrs
	 	20 Yrs
	 	10 Yrs
	 	20 Yrs
	 	10 Yrs
	 	20 Yrs

	1	 	[1.69]	 	[1.69]	 	[1.64]	 	[1.64]	 	51	 	[3.03]	 	[2.97]	 	[2.79]	 	[2.75]
	2	 	[1.70]	 	[1.69]	 	[1.64]	 	[1.64]	 	52	 	[3.09]	 	[3.02]	 	[2.84]	 	[2.81]
	3	 	[1.71]	 	[1.70]	 	[1.65]	 	[1.65]	 	53	 	[3.16]	 	[3.08]	 	[2.90]	 	[2.86]
	4	 	[1.72]	 	[1.71]	 	[1.66]	 	[1.66]	 	54	 	[3.23]	 	[3.14]	 	[2.96]	 	[2.92]
	5	 	[1.73]	 	[1.73]	 	[1.67]	 	[1.67]	 	55	 	[3.31]	 	[3.21]	 	[3.03]	 	[2.98]
	6	 	[1.74]	 	[1.74]	 	[1.68]	 	[1.68]	 	56	 	[3.39]	 	[3.27]	 	[3.10]	 	[3.04]
	7	 	[1.75]	 	[1.75]	 	[1.69]	 	[1.69]	 	57	 	[3.48]	 	[3.34]	 	[3.17]	 	[3.11]
	8	 	[1.76]	 	[1.76]	 	[1.70]	 	[1.70]	 	58	 	[3.57]	 	[3.41]	 	[3.25]	 	[3.17]
	9	 	[1.77]	 	[1.77]	 	[1.71]	 	[1.71]	 	59	 	[3.66]	 	[3.48]	 	[3.33]	 	[3.23]
	10	 	[1.79]	 	[1.78]	 	[1.72]	 	[1.72]	 	60	 	[3.76]	 	[3.55]	 	[3.41]	 	[3.31]
	11	 	[1.80]	 	[1.80]	 	[1.74]	 	[1.73]	 	61	 	[3.86]	 	[3.62]	 	[3.50]	 	[3.38]
	12	 	[1.81]	 	[1.81]	 	[1.75]	 	[1.75]	 	62	 	[3.97]	 	[3.70]	 	[3.60]	 	[3.45]
	13	 	[1.83]	 	[1.82]	 	[1.76]	 	[1.76]	 	63	 	[4.09]	 	[3.77]	 	[3.70]	 	[3.53]
	14	 	[1.84]	 	[1.84]	 	[1.77]	 	[1.77]	 	64	 	[4.21]	 	[3.85]	 	[3.81]	 	[3.61]
	15	 	[1.86]	 	[1.85]	 	[1.79]	 	[1.78]	 	65	 	[4.34]	 	[3.92]	 	[3.92]	 	[3.69]
	16	 	[1.87]	 	[1.87]	 	[1.80]	 	[1.80]	 	66	 	[4.48]	 	[4.00]	 	[4.04]	 	[3.77]
	17	 	[1.89]	 	[1.88]	 	[1.81]	 	[1.81]	 	67	 	[4.62]	 	[4.07]	 	[4.17]	 	[3.86]
	18	 	[1.90]	 	[1.90]	 	[1.83]	 	[1.83]	 	68	 	[4.76]	 	[4.14]	 	[4.30]	 	[3.94]
	19	 	[1.92]	 	[1.92]	 	[1.84]	 	[1.84]	 	69	 	[4.92]	 	[4.21]	 	[4.45]	 	[4.02]
	20	 	[1.94]	 	[1.93]	 	[1.86]	 	[1.86]	 	70	 	[5.08]	 	[4.28]	 	[4.60]	 	[4.10]
	21	 	[1.96]	 	[1.95]	 	[1.87]	 	[1.87]	 	71	 	[5.24]	 	[4.34]	 	[4.76]	 	[4.18]
	22	 	[1.97]	 	[1.97]	 	[1.89]	 	[1.89]	 	72	 	[5.41]	 	[4.40]	 	[4.92]	 	[4.25]
	23	 	[1.99]	 	[1.99]	 	[1.91]	 	[1.90]	 	73	 	[5.59]	 	[4.46]	 	[5.10]	 	[4.32]
	24	 	[2.01]	 	[2.01]	 	[1.92]	 	[1.92]	 	74	 	[5.77]	 	[4.51]	 	[5.28]	 	[4.39]
	25	 	[2.03]	 	[2.03]	 	[1.94]	 	[1.94]	 	75	 	[5.95]	 	[4.55]	 	[5.48]	 	[4.45]
	26	 	[2.06]	 	[2.05]	 	[1.96]	 	[1.96]	 	76	 	[6.14]	 	[4.59]	 	[5.67]	 	[4.51]
	27	 	[2.08]	 	[2.07]	 	[1.98]	 	[1.98]	 	77	 	[6.33]	 	[4.63]	 	[5.88]	 	[4.56]
	28	 	[2.10]	 	[2.10]	 	[2.00]	 	[2.00]	 	78	 	[6.52]	 	[4.66]	 	[6.09]	 	[4.60]
	29	 	[2.12]	 	[2.12]	 	[2.02]	 	[2.02]	 	79	 	[6.71]	 	[4.69]	 	[6.30]	 	[4.64]
	30	 	[2.15]	 	[2.14]	 	[2.04]	 	[2.04]	 	80	 	[6.90]	 	[4.72]	 	[6.52]	 	[4.87]
	31	 	[2.18]	 	[2.17]	 	[2.06]	 	[2.06]	 	81	 	[7.08]	 	[4.74]	 	[6.73]	 	[4.70]
	32	 	[2.20]	 	[2.20]	 	[2.09]	 	[2.08]	 	82	 	[7.26]	 	[4.76]	 	[6.95]	 	[4.73]
	33	 	[2.23]	 	[2.23]	 	[2.11]	 	[2.11]	 	83	 	[7.44]	 	[4.77]	 	[7.15]	 	[4.75]
	34	 	[2.26]	 	[2.25]	 	[2.14]	 	[2.13]	 	84	 	[7.60]	 	[4.78]	 	[7.35]	 	[4.77]
	35	 	[2.29]	 	[2.28]	 	[2.16]	 	[2.16]	 	85	 	[7.76]	 	[4.79]	 	[7.54]	 	[4.78]
	36	 	[2.33]	 	[2.32]	 	[2.19]	 	[2.19]	 	86	 	[7.91]	 	[4.80]	 	[7.71]	 	[4.79]
	37	 	[2.36]	 	[2.35]	 	[2.22]	 	[2.21]	 	87	 	[8.05]	 	[4.80]	 	[7.88]	 	[4.80]
	38	 	[2.39]	 	[2.38]	 	[2.25]	 	[2.24]	 	88	 	[8.17]	 	[4.81]	 	[8.03]	 	[4.80]
	39	 	[2.43]	 	[2.42]	 	[2.28]	 	[2.27]	 	89	 	[8.29]	 	[4.81]	 	[8.16]	 	[4.81]
	40	 	[2.47]	 	[2.45]	 	[2.31]	 	[2.31]	 	90	 	[8.40]	 	[4.81]	 	[8.28]	 	[4.81]
	41	 	[2.51]	 	[2.49]	 	[2.35]	 	[2.34]	 	91	 	[8.49]	 	[4.81]	 	[8.39]	 	[4.81]
	42	 	[2.55]	 	[2.53]	 	[2.38]	 	[2.37]	 	92	 	[8.58]	 	[4.81]	 	[8.49]	 	[4.81]
	43	 	[2.60]	 	[2.57]	 	[2.42]	 	[2.41]	 	93	 	[8.66]	 	[4.81]	 	[8.58]	 	[4.81]
	44	 	[2.64]	 	[2.62]	 	[2.46]	 	[2.45]	 	94	 	[8.72]	 	[4.81]	 	[8.66]	 	[4.81]
	45	 	[2.69]	 	[2.66]	 	[2.50]	 	[2.48]	 	95	 	[8.78]	 	[4.81]	 	[8.73]	 	[4.81]
	46	 	[2.74]	 	[2.71]	 	[2.54]	 	[2.52]	 	96	 	[8.83]	 	[4.81]	 	[8.79]	 	[4.81]
	47	 	[2.79]	 	[2.75]	 	[2.59]	 	[2.57]	 	97	 	[8.87]	 	[4.81]	 	[8.84]	 	[4.81]
	48	 	[2.85]	 	[2.80]	 	[2.63]	 	[2.61]	 	98	 	[8.90]	 	[4.81]	 	[8.88]	 	[4.81]
	49	 	[2.91]	 	[2.86]	 	[2.68]	 	[2.66]	 	99	 	[8.93]	 	[4.81]	 	[8.91]	 	[4.81]
	50	 	[2.97]	 	[2.91]	 	[2.73]	 	[2.70]	 	100	 	[8.94]	 	[4.81]	 	[8.93]	 	[4.81]




24







 

        Option 3—Interest Income. The Company will hold any amount applied under this option. Interest on the unpaid balance will be paid each
month at a rate determined by the Company. This rate will be not less than the equivalent of [1.5%] per year. 


        Option
4—Payments of a Fixed Amount. Each monthly payment will be for an agreed fixed amount. The amount of each payment may not be less than $10 for each $1,000 applied.
Interest will be credited each month on the unpaid balance and added to it. This interest will be at a rate set by the Company, but not less than the equivalent of [1.5%] per
year. Payments continue until the amount the Company holds runs out. The last payment will be for the balance only. 


        Death
of Payee. If the payee dies while there are any unpaid installments under Option 1 or before the end of the guaranteed period under Option 2, the Company will pay the commuted
value of the remaining payments in a lump sum. The commuted value or any balance held under Option 3 or Option 4 will be paid to the payee's executors or administrators unless the written election of
the
Option directed the Company differently. Any commuted value will be calculated using [1.5%] interest per year. 



        Excess
Interest. The Company may declare excess interest to be payable. If it does, the excess interest will be paid on each anniversary of the effective date. No excess interest will be
payable under Option 2 after the end of the guaranteed period. 


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27







 










INDIVIDUAL
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

NON-DIVIDEND PAYING 


28