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Exhibit 4(p)    
    



	Protective Life Insurance Company	 	P. O. Box 10648	 	Birmingham, Alabama 35202-0648 




RIDER SCHEDULE  



	Contract #	 	Owner 1 Name:
	
Rider Effective Date: { <Date> }	
 	
Benefit Cost on the Rider EffectiveDate: {0.70%}
	
Benefit Base on the Rider Effective Date: {
$                                         
 }
	
Initial Benefit Allocation Model: { <name> Model Portfolio }




 
 

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        Annual Withdrawal Amount—The maximum amount that may be withdrawn from the Contract each Contract Year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 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—The value of the Benefit Base on a Contract Anniversary. 


        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. 


 
 

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 


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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 1.80% 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 any potential annual Benefit Base increases based on the Step-Up or Roll-up
Anniversary Values. 


        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] × 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. 


        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 


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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. 


        Step-Up Anniversary Value—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 after
the Rider Effective Date during a Roll-up Period. A Roll-up Period begins on each Roll-up Reset Date and ends on the earliest of: 10th Contract
Anniversary following the most recent Roll-up Reset Date; or, the Benefit Election Date; or, the date this rider terminates. The first Roll-up Reset Date is the Rider Effective
Date. Subsequent Roll-up Reset Dates occur on any Contract Anniversary before the Benefit Election Date where the Step-up Anniversary Value exceeds the current Benefit Base and
the Roll-up Anniversary Value. 


        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. 


        The
Roll-up Amount on any Contract Anniversary during a Roll-up Period is equal to {5.0%} of the Benefit Base as of the prior Contract Anniversary, reduced
proportionally for partial surrenders made since the prior Contract Anniversary. 


        Roll-up
Anniversary Values are not calculated on and after the Benefit Election Date. 


        Benefit Base Anniversary Value—On each Contract Anniversary following the Rider Effective Date, we compare the current 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 be the new
Benefit Base as of 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 any instruction that terminates the Contract to which this rider is attached.



	5.
	The
Contract to which this rider is attached reaches the Annuity Commencement Date. 



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        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 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. 


 
 

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 


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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. 


 
 

GMWB WITHDRAWAL PERCENTAGES    
    



	Age of (younger) Covered Person

on the Benefit Election Date
 
	 	GMWB Withdrawal %

(One Covered Person)
	 	GMWB Withdrawal %

(Two Covered Persons)
	 
	at least 591/2 but less than {75} years old	 	{5.00	}%	{4.50	}%
	{at least {75} but less than {85} years old}	 	{6.00	}%	{5.50	}%
	{85} years old or more	 	{7.00	}%	{6.50	}%






        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 


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the
excess withdrawal including applicable surrender charges, if any, reduces the Contract Value to $0, the Contract will terminate as of that date. 


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


        Death of 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 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. 


        Annuity Commencement Date—You must begin periodic distributions of the entire interest in the Contract not later than the
Contract's Maximum Annuity Commencement Date. The Maximum Annuity Commencement Date is the earliest of the oldest Owner's or Annuitant's 95th birthday. 


        If
this rider is in force on the Maximum Annuity Commencement Date, in addition to the other Annuity Options available to you under the Contract, you may select the Annuity Option that
will pay monthly payments for life equal to the Annual Withdrawal Amount divided by 12. If we have not received your Written Notice with the necessary information and proof of age for the Covered
Person(s) by the Maximum Annuity Commencement Date and you have not selected an Annuity Option, we will begin monthly payments on that date. The monthly payments will be an amount equal to the greater
of: 



	1.
	the
Annual Withdrawal Amount as of the Maximum Annuity Commencement Date divided by 12, where the Annual Withdrawal Amount is determined by 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); or,



	2.
	the
results of applying 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 Maximum 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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Exhibit 4(p)


LIFETIME GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDER WITH ANNUAL ROLL-UP

DEFINITIONS

GMWB COST AND FEES

GENERAL PROVISIONS

BENEFIT PERIOD

GMWB WITHDRAWAL PERCENTAGES