American Foundation Variable Annuity Separate Account Sample Contracts

Variable Annuity Account a of Protective Life – RIDER SCHEDULE (April 30th, 2009)

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.

Variable Annuity Account a of Protective Life – RIDER SCHEDULE (April 30th, 2009)

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.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648 RIDER SCHEDULE (March 25th, 2008)

We are amending the Contract to which this rider is attached to add a lifetime Guaranteed Minimum Accumulation Benefit ("GMAB", or "the Accumulation Benefit"). The terms and conditions in this rider supersede any conflicting provision in the Contract 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. This rider is issued together with the Lifetime Guaranteed Minimum Withdrawal Benefit Rider or the Lifetime Guaranteed Minimum Withdrawal Benefit Rider with Annual Roll-up (each, the "GMWB rider"). Unless otherwise noted, capitalized terms used in this rider have the same meaning as defined in your GMWB rider.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648 RIDER SCHEDULE (March 25th, 2008)

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 Contract 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.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} (December 19th, 2007)

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.

Variable Annuity Account a of Protective Life – CONTRACT VALUE ANNUAL BONUS ENDORSEMENT (December 19th, 2007)

Bonus - This Contract provides a Bonus shown on the Schedule page. The Bonus will be credited by us in a nondiscriminatory manner and consistent with New York law.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT RIDER (December 19th, 2007)
Variable Annuity Account a of Protective Life – WAIVER OF SURRENDER CHARGE ENDORSEMENT for Terminal Illness or Nursing Home Confinement (December 19th, 2007)
Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} (December 19th, 2007)
Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} (December 19th, 2007)
Variable Annuity Account a of Protective Life – Birmingham, Alabama (A Stock Insurance Company) INDIVIDUAL FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT (Non-Participating) (December 19th, 2007)

Protective Life and Annuity Insurance Company agrees to provide the benefits described in this Contract. The Contract alone governs the rights of the parties.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} (December 19th, 2007)

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.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648 (December 19th, 2007)

The Contract to which this Individual Retirement Annuity Endorsement is attached is issued as an individual retirement annuity under Section 408(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the applicable provisions of the Contract are restricted or amended by this Endorsement as required by Code Section 408.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648 (December 19th, 2007)

The Contract to which this Individual Retirement Annuity Endorsement is attached is issued as an individual retirement annuity under Section 408(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the applicable provisions of the Contract are restricted or amended by this Endorsement as required by Code Section 408.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648 (December 19th, 2007)

This Roth Individual Retirement Annuity Endorsement is made a part of the annuity Contract to which it is attached, and the following provisions apply in lieu of any provisions in the Contract to the contrary.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} (December 19th, 2007)
Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648 (December 19th, 2007)

The Contract to which this Tax Sheltered Annuity (TSA) Endorsement is attached is amended to qualify as a tax-sheltered annuity under section 403(b) of the Internal Revenue Code of 1986, as amended (the “Code”) which is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Accordingly, all provisions of the Contract and this Endorsement shall be interpreted in accordance with qualification as a tax-sheltered annuity under Code section 403(b) and the regulations thereunder.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648 (December 19th, 2007)

The Contract to which this Tax Sheltered Annuity (TSA) Endorsement is attached is amended to qualify as a tax-sheltered annuity under section 403(b) of the Internal Revenue Code of 1986, as amended (the “Code”) which is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Accordingly, all provisions of the Contract and this Endorsement shall be interpreted in accordance with qualification as a tax-sheltered annuity under Code section 403(b) and the regulations thereunder.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} (December 19th, 2007)
Variable Annuity Account a of Protective Life – QUALIFIED RETIREMENT PLAN ENDORSEMENT FOR ANNUITY CONTRACTS (December 19th, 2007)

All provisions of the Contract to which this Qualified Retirement Plan Endorsement is attached shall be interpreted in accordance with the applicable requirements of section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648 (December 19th, 2007)

This Roth Individual Retirement Annuity Endorsement is made a part of the annuity Contract to which it is attached, and the following provisions apply in lieu of any provisions in the Contract to the contrary.

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT RIDER (December 19th, 2007)
Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} (December 19th, 2007)
Variable Annuity Account a of Protective Life – Birmingham, Alabama (A Stock Insurance Company) INDIVIDUAL FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT (Non-Participating) (December 19th, 2007)

Protective Life and Annuity Insurance Company agrees to provide the benefits described in this Contract. The Contract alone governs the rights of the parties.

Variable Annuity Account a of Protective Life – QUALIFIED RETIREMENT PLAN ENDORSEMENT FOR ANNUITY CONTRACTS (December 19th, 2007)

All provisions of the Contract to which this Qualified Retirement Plan Endorsement is attached shall be interpreted in accordance with the applicable requirements of section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Variable Annuity Account a of Protective Life – PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY • {P. O. BOX 10648 • BIRMINGHAM, ALABAMA 35202-0648} (December 19th, 2007)
Variable Annuity Account a of Protective Life – THIS IS A VARIABLE ANNUITY CONTRACT (January 18th, 2002)

THE VALUE OF THIS CONTRACT AND THE ANNUITY INCOME PAYMENTS, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, IS VARIABLE. IT WILL INCREASE AND DECREASE AS A RESULT OF FLUCTUATIONS IN THE NET INVESTMENT FACTOR. NO MINIMUM VALUE IS GUARANTEED FOR AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT.

Variable Annuity Account a of Protective Life – [SUTHERLAND ASBILL & BRENNAN LETTERHEAD] April 14, 2000 Board of Directors Protective Life and Annuity Insurance Company 2801 Highway 201 South Birmingham, Alabama 35223 Directors: We hereby consent to the reference to our name under the caption "Legal Matters" in the statement of additional information filed as part of post-effective amendment number 2 to the registration statement on Form N-4 (File No. 333-41577) filed by Protective Life and Annuity Insurance Company and Variable Annuity Account A of Protective Life with the Securities and Exchange Commission. In giving this consent, we do n (April 20th, 2000)
American Foundation Variable Annuity Separate Account – INDIVIDUAL FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT (April 15th, 1998)

AMERICAN FOUNDATION LIFE INSURANCE COMPANY (800) 456-6330 2801 Highway 280 South (A Stock Insurance Company) Birmingham, Alabama 35223 INDIVIDUAL FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT (NON-PARTICIPATING) American Foundation Life Insurance Company agrees to provide the benefits described in this Contract. THIS IS A VARIABLE ANNUITY CONTRACT THE VALUE OF THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, IS VARIABLE. IT WILL INCREASE AND DECREASE AS A RESULT OF FLUCTUATIONS IN THE NET INVESTMENT FACTOR. NO MINIMUM VALUE IS GUARANTEED FOR AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT. YOU HAVE THE RIGHT TO RETURN THIS CONTRACT You may cancel this Contract within thirty days after you receive it by returning the Contract to our Administrative Office, or to the Agent who sold the Contract, with a writ

American Foundation Variable Annuity Separate Account – The Contract is amended as of the Effective Date as follows: (December 5th, 1997)

AMERICAN FOUNDATION LIFE INSURANCE COMPANY 2801 HWY. 280 SOUTH BIRMINGHAM, ALABAMA 35223 INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT The Contract to which this Individual Retirement Annuity Endorsement is attached is issued to fund a program under the Individual Retirement Annuity provisions of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the applicable provisions of the Contract are restricted or amended by this Endorsement as required by Code Section 408. The Contract is amended as of the Effective Date as follows: 1. The Annuitant must be an individual who is the sole Owner, and all payments made from the Contract while the Annuitant is alive must be made to the Annuitant. Except as otherwise permitted under the Code and applicable regulations, neither the Owner nor the Annuitant can be changed. The Contract is established fo

American Foundation Variable Annuity Separate Account – QUALIFIED RETIREMENT PLAN ENDORSEMENT (December 5th, 1997)

AMERICAN FOUNDATION LIFE INSURANCE COMPANY 2801 HWY. 280 SOUTH BIRMINGHAM, ALABAMA 35223 QUALIFIED RETIREMENT PLAN ENDORSEMENT The Contract to which this Qualified Plan Endorsement is attached is amended as of its Effective Date as follows: The Contract was issued to a custodian or trustee of a qualified retirement plan under Section 401(a) of the Internal Revenue Code (the "Code") maintained on behalf of Annuitants for whom the annuity under the Contract is purchased. Such custodian or trustee is the Owner and Beneficiary. Except as otherwise provided under the Code and applicable regulations, the Annuitant cannot be changed. The Owner shall not distribute the Contract to the Annuitant until a distributable event under the plan for which the Contract is purchased occurs. If a Contract is distributed by the Owner to the Annuitant, (1) the Annuitant becomes the Owner, (

American Foundation Variable Annuity Separate Account – INDIVIDUAL FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT (December 5th, 1997)

AMERICAN FOUNDATION LIFE INSURANCE COMPANY (800) 456-6330 -------------------------------------------------------------------------------- 2801 Highway 280 South (A Stock Insurance Company) Birmingham, Alabama 35223 INDIVIDUAL FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT (NON-PARTICIPATING) American Foundation Life Insurance Company agrees to provide the benefits described in this Contract. THIS IS A VARIABLE ANNUITY CONTRACT THE VALUE OF THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, IS VARIABLE. IT WILL INCREASE AND DECREASE AS A RESULT OF FLUCTUATIONS IN THE NET INVESTMENT FACTOR. NO MINIMUM CONTRACT VALUE IS GUARANTEED FOR AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT. YOU HAVE THE RIGHT TO RETURN THIS CONTRACT You may cancel this Contract within thirty days after you receive it by returning the