Exhibit 4(1)


 


PROTECTIVE LIFE AND ANNUITY INSURANCE
COMPANY  •  {P. O. BOX 10648  • 
BIRMINGHAM,  ALABAMA  35202-0648}


 


RIDER
SCHEDULE


 


	
  Contract # { AFVA-000000001 }

  	
   

  	
  Owner 1 Name: { John C. Doe }

  
	
   

  	
   

  	
   

  
	
  Rider Effective Date: { May 1, 2008 }

  	
   

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

  



 


Benefit Base on the Rider
Effective Date:  { $100,000.00 }


 


Initial Benefit Allocation Model:  { Growth  and Income }


 


LIFETIME
GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDER


 


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


 


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


 


DEFINITIONS


 


Annual Withdrawal Amount - The maximum amount that may be withdrawn from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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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GMWB
COST AND FEES


 


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


 


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


 


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


 


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


 


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


 


GENERAL
PROVISIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.     We receive your instruction to:


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


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


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


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


(e)                stop portfolio rebalancing.


 


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


 


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


 


4.               We receive your instruction to annuitize the Contract.


 


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


 


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


 


We must receive your Written Notice
requesting reinstatement and instructing us to allocate the Contract Value to a
current Benefit Allocation Model and/or resume portfolio rebalancing within 30
days of this rider’s termination date. We will 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 RightTimesm Option After the Rider Terminates - If the rider terminates as a result of any of
the reasons in the ‘Terminations’ provision other than annuitization or termination
of the Contract to which it is attached, you may purchase the Benefit using the
 RightTimesm
option, if:


 


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


 


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


 


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


 


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


 


If this rider terminates because you instruct
us to change a Covered Person, we will waive the 5-year waiting period 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 59 1⁄2, nor later than the Annuity Commencement Date.


 


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


 


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


 


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


 


1.               an Owner of the Contract; or,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


GMWB WITHDRAWAL
PERCENTAGES


 


	
   

  	
   

  	
  And the Benefit Election Date is:

  	
   

  
	
  Age of (younger) Covered Person
  

  on the Benefit Election Date 

  	
   

  	
  less than 10 years after 

  the Rider Effective Date 

  	
   

  	
  10 years or more after 

  the Rider Effective Date 

  	
   

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

  	
   

  	
  5.00

  	
  %

  	
  6.00

  	
  %

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

  	
   

  	
  4.50

  	
  %

  	
  5.50

  	
  %

  
	
  70-years old or more (One Covered Person)

  	
   

  	
  6.00

  	
  %

  	
  7.00

  	
  %

  
	
  70-years old or more (Two Covered Persons)

  	
   

  	
  5.50

  	
  %

  	
  6.50

  	
  %

  



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY


 


	
  

  	
   

  
	
  { Secretary }

  	
   

  



 


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