Protective COLI VUL Sample Contracts

AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • December 16th, 2020 • Protective COLI VUL • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, dated as of the 1 day of February, 2015 by and among PROTECTIVE LIFE INSURANCE COMPANY (the “Company”), a Tennessee life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each separate account hereinafter referred to as the “Account”), DEUTSCHE VARIABLE SERIES I, DEUTSCHE VARIABLE SERIES H and DEUTSCHE INVESTMENTS VIT FUNDS (individually, a “Fund”), each a Massachusetts business trust created under a Declaration of Trust, as amended, DeAWM DISTRIBUTORS, INC. (the “Underwriter”), a Delaware corporation, and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the “Adviser”). The parties understand that effective July 2, 2012 United Investors Life Insurance Company merged into Protective Life Insurance Company with Protective Life Insurance Company remaining as the surviving company. The parties further acknowledge that

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FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL • Massachusetts

This Fund Participation Agreement (the “Agreement”), effective as of December 11, 2020, is made by and among Protective Life Insurance Company_(“Company”), JPMorgan Insurance Trust (the “Trust”), and J. P. Morgan Investment Management Inc., the Trust’s investment adviser in its role as investment adviser, the “Adviser”) and administrator (in its role as administrator, the “Administrator”).

AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, MFS VARIABLE INSURANCE TRUST II, MFS VARIABLE INSURANCE TRUST III, PROTECTIVE LIFE INSURANCE COMPANY AND MFS FUND DISTRIBUTORS, INC.
Participation Agreement • December 16th, 2020 • Protective COLI VUL • Massachusetts

THIS AGREEMENT, made and entered into effective as of the 1ST day of May 2012, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust I”), MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust (the “Trust II”), MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust (“Trust III”) (Trust I, Trust II and Trust III each referred to, individually, as the “Trust” and, collectively, as the “Trusts”), Protective Life Insurance Company, a Tennessee corporation (the “Company”), and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), and MFS Fund Distributors, Inc., a Delaware corporation (“MFD”). This Agreement shall amend and supersede the following Participation Agreements:

PARTICIPATION AGREEMENT by and among DFA INVESTMENT DIMENSIONS GROUP INC., DIMENSIONAL FUND ADVISORS LP, DFA SECURITIES LLC and Protective Life Insurance Company
Participation Agreement • April 29th, 2021 • Protective COLI VUL • Texas

THIS AGREEMENT, made and entered into this 2nd day of November 2020, by and among Protective Life Insurance Company (the “Company”), on its own behalf and on behalf of segregated asset accounts of the Company that may be established from time to time (individually, an “Account” and collectively, the “Accounts”); DFA Investment Dimensions Group Inc. (the “Fund”); the Fund’s investment adviser, Dimensional Fund Advisors LP (the “Adviser”); and DFA Securities LLC (“DFAS”) (individually, a “Party” and collectively, the “Parties”).

PARTICIPATION AGREEMENT Among PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP And PROTECTIVE LIFE INSURANCE COMPANY
Participation Agreement • December 16th, 2020 • Protective COLI VUL • Massachusetts

THIS AGREEMENT, made and entered into as of this 9th day of November 2020, among Protective Life Insurance Company (the “Company”), [an insurance company organized under Tennessee law], on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the “Account”), PUTNAM VARIABLE TRUST (the “Trust”), a Massachusetts business trust, and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP (the “Underwriter”), a Massachusetts limited partnership.

AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG PROTECTIVE LIFE INSURANCE COMPANY AND FIDELITY DISTRIBUTORS COMPANY LLC
Participation Agreement • April 21st, 2023 • Protective COLI VUL

THIS AMENDMENT TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 15th day of December 2022 by and between FIDELITY DISTRIBUTORS COMPANY LLC, VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II AND VARIABLE INSURANCE PRODUCTS FUND III VARIABLE INSURANCE PRODUCTS FUND IV, and VARIABLE INSURANCE PRODUCTS FUND V, and PROTECTIVE LIFE INSURANCE COMPANY (the “Company,” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (Institutional Shares)
Janus Aspen Series • December 16th, 2020 • Protective COLI VUL • Colorado

THIS AGREEMENT is entered into as of the 3rd day of December 2020, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware statutory trust (the “Trust”), and Protective Life Insurance Company, a life insurance company organized under the laws of the State of Tennessee (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

PARTICIPATION AGREEMENT Among VAN ECK WORLDWIDE INSURANCE TRUST VAN ECK SECURITIES CORPORATION VAN ECK ASSOCIATES CORPORATION and PROTECTIVE LIFE INSURANCE COMPANY
Participation Agreement • December 16th, 2020 • Protective COLI VUL • New York

THIS AGREEMENT, made and entered into to be effective on September 30, 1998, by and among Protective Life Insurance Company, (hereinafter the “Company”), a Tennessee corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto and incorporated herein by this reference, as such Schedule A may from time to time be amended by mutual written agreement of the parties hereto (each such account hereinafter referred to as the “Account”), and VAN ECK WORLDWIDE INSURANCE TRUST, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the “Fund”), VAN ECK SECURITIES CORPORATION (hereinafter the “Underwriter”), a Delaware corporation and VAN ECK ASSOCIATES CORPORATION (hereinafter the “Adviser”), a Delaware corporation.

PARTICIPATION AGREEMENT Among DAVIS VARIABLE ACCOUNT FUND, INC. DAVIS DISTRIBUTORS, LLC and PROTECTIVE LIFE INSURANCE COMPANY
Participation Agreement • December 16th, 2020 • Protective COLI VUL • Maryland

THIS AGREEMENT, made and entered into this day of , 2020, by and among Protective Life Insurance Company (hereinafter the “Insurance Company”), a Tennessee corporation, on its own behalf and on behalf of each segregated asset account of the Insurance Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), DAVIS VARIABLE ACCOUNT FUND, INC., a Maryland Corporation (the “Company”) and Davis Distributors, LLC, a Delaware Limited Liability Company (“Davis Distributors”).

AMENDMENT TO FUND PARTICIPATION AGREEMENT Regarding RULE 498A And FUND DISCLOSURE DOCUMENTS
Fund Participation Agreement • April 21st, 2023 • Protective COLI VUL

Protective Life Insurance Company (the “Company”), BlackRock Variable Series Funds, Inc. and BlackRock Variable Series Funds II, Inc. (each, the “Fund”), each an open-end management investment company organized as a Maryland corporation, and BlackRock Investments, LLC (the “Underwriter”), entered into a certain participation agreement dated December 1, 2020 (the “Participation Agreement”). This Amendment (the “Amendment”) to the Participation Agreement is entered into as of April 1, 2022, by and among the Company, on its own behalf and on behalf of each separate account of the Company as set forth in the Participation Agreement, as may be amended from time to time (individually and collectively the “Accounts”), the Fund and the Underwriter (collectively, the “Parties”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 21st, 2023 • Protective COLI VUL

THIS AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) is made as of the 16th day of September, 2022, by and among PROTECTIVE LIFE INSURANCE COMPANY (“Protective”), acting herein for and on behalf of itself and on behalf of each segregated asset account set forth in Schedule A to the Participation Agreement between the parties (the “Accounts”); BLACKROCK VARIABLE SERIES FUNDS, INC. and BLACKROCK VARIABLE SERIES FUNDS II, INC. (each, the “Fund”); and BLACKROCK INVESTMENTS, LLC (the “Underwriter”, together with the Fund, “BlackRock”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL • New York

THIS FUND PARTICIPATION AGREEMENT (“Agreement”) made as of the 9th day of November, 2020, by and between Eaton Vance Variable Trust (the “Trust”), a Massachusetts business trust, on its behalf and on behalf of each separate investment series thereof, whether existing as of the date above or established subsequent thereto, (each a “Portfolio” and collectively, the “Portfolios”), Eaton Vance Distributors, Inc. (the “Distributor”), and Protective Life Insurance Company (the “Company”), a life insurance company organized under the laws of Tennessee.

PARTICIPATION AGREEMENT AMONG VICTORY VARIABLE INSURANCE FUNDS, VICTORY CAPITAL MANAGEMENT INC., VICTORY CAPITAL SERVICES, INC., AND PROTECTIVE LIFE INSURANCE COMPANY
Participation Agreement • December 16th, 2020 • Protective COLI VUL • New York

THIS PARTICIPATION AGREEMENT is made and entered into this 1st day of December 2020, by and among Victory Variable Insurance Funds, a Delaware statutory trust (the “Trust”); Victory Capital Management Inc., a New York Corporation (the “Adviser”); for purposes of Sections 2.4, 2.9 and 5.1 and Article VIII only, Victory Capital Services, Inc. (“VCS”); and Protective Life Insurance Company, a Tennessee insurance company (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth on Schedule A hereto, as may be amended from time to time (the “Accounts”).

AMENDMENT TO FUND PARTICIPATION AGREEMENT (Service and Institutional Shares)
Fund Participation Agreement • April 21st, 2023 • Protective COLI VUL

THIS AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (this “Amendment”) is made as of the 1st day of October, 2022, by and among PROTECTIVE LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Tennessee (the “Company”), acting herein for and on behalf of itself and on behalf of each segregated asset account set forth in Schedule A to the Participation Agreement between the parties (the “Accounts”); and JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware statutory trust (the “Trust”).

PARTICIPATION AGREEMENT Among and PROTECTIVE LIFE INSURANCE COMPANY
Participation Agreement • December 16th, 2020 • Protective COLI VUL • Maryland

THIS AGREEMENT, made and entered into as of this 8th day of December, 2020 by and among Protective Life Insurance Company (hereinafter, the “Company”), a Tennessee insurance company, on its own behalf and on behalf of each segregated asset account of the Company (each account hereinafter referred to as the “Account”), and the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 21st, 2023 • Protective COLI VUL

THIS AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) is made as of the 21st day of September, 2022, by and among PROTECTIVE LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Tennessee (the “Company”), acting herein for and on behalf of itself and on behalf of each segregated asset account set forth in Schedule A to the Participation Agreement between the parties (the “Separate Accounts”); PUTNAM VARIABLE TRUST (“Trust”), a Massachusetts business trust, and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP (“Underwriter”, and together with the Trust, “Putnam”), a Massachusetts limited partnership.

AMENDED AND RESTATED FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL • New York

This Agreement is entered into as of the 1st day of February, 2015, between PROTECTIVE LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Tennessee (“Insurance Company”), on behalf of itself and on behalf of the separate accounts set forth on Exhibit A, and each Participating Fund (as defined below).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL • Pennsylvania

This Agreement is entered into between Protective Life Insurance Company (the “Insurer”), on its behalf and on behalf of certain segregated asset accounts of the Insurer which may be listed on Exhibit A to this Agreement as updated from time to time by the Insurer (the “Separate Accounts”); Federated Hermes Insurance Series (the “Investment Company”); and Federated Securities Corp. (the “Distributor”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL • New York

THIS AGREEMENT, made as of the 30th day of November 2020, by and between NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (“TRUST”), NEUBERGER BERMAN BD LLC (“NB BD”), a Delaware limited liability company, and PROTECTIVE LIFE INSURANCE COMPANY (the “LIFE COMPANY”).

FUND PARTICIPATION AGREEMENT Among PROTECTIVE LIFE INSURANCE COMPANY PIONEER VARIABLE CONTRACTS TRUST AMUNDI PIONEER ASSET MANAGEMENT, INC. AND AMUNDI PIONEER DISTRIBUTOR, INC.
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL • Massachusetts

THIS FUND PARTICIPATION AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of November, 2020 (the “Effective Date”) by and among PROTECTIVE LIFE INSURANCE COMPANY (hereinafter “PLICO”), on its own behalf and on behalf of its accounts listed on Schedule B (collectively referred to as the “Accounts”) attached hereto; PIONEER VARIABLE CONTRACTS TRUST (hereinafter the “Fund”);, a trust organized under the laws of Delaware; AMUNDI PIONEER ASSET MANAGEMENT, INC. (hereinafter the “Adviser”), a corporation organized under the laws of Delaware; and AMUNDI PIONEER DISTRIBUTOR, INC. (hereinafter the “Distributor”) a corporation organized under the laws of Massachusetts. Each of PLICO, the Accounts, the Fund, the Adviser, and the Distributor may be referred to herein as a “Party” or collectively as the “Parties”).

AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL

THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT (the “Amendment”) is made as of the day of November, 2020, by and among PROTECTIVE LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Tennessee (the “Company”), acting herein for and on behalf of the Company and on behalf of each separate account set forth on attached Schedule A, as the same may be amended from time to time (the “Separate Accounts”); AMERICAN CENTURY INVESTMENT SERVICES, INC., (the “Distributor”); and AMERICAN CENTURY SERVICES, LLC, (the “Transfer Agent” and collectively with Distributor, “American Century”).

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AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • August 31st, 2022 • Protective COLI VUL

THIS AMENDMENT TO PARTICIPATION AGREEMENT (this “Amendment”) is made as of the 11th day of August, 2022, by and among PROTECTIVE LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Tennessee (the “Company”), acting herein for and on behalf of itself and on behalf of each segregated asset account set forth in Schedule A to the Participation Agreement between the parties (the “Separate Accounts”); MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust, MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust, and MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust (collectively, the “Trusts”); and MFS FUND DISTRIBUTORS, INC., a Delaware corporation (“MFD”, and together with the Trusts, “MFS”).

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 21st, 2023 • Protective COLI VUL

This Amendment is, dated and effective as of October 15, 2022, to the Participation Agreement (the “Agreement”), effective September 30, 1998, between VAN ECK VIP TRUST (the “Fund”), VAN ECK SECURITIES CORPRATION (The “Underwriter”), VAN ECK ASSOCIATES CORPORATION (the “Adviser”) and PROTECTIVE LIFE INSURANCE COMPANY (the “Company”).

INDIVIDUAL FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
Policy Number • August 21st, 2020 • Protective COLI VUL

This is a legal contract (the “Policy”) between the Owner (also referred to as “you” or “your”) and Protective Life Insurance Company (also referred to as the “Company”, “we”, “us”, or “our”). Please read it carefully.

FUND PARTICIPATION AGREEMENT Among PROTECTIVE LIFE INSURANCE COMPANY GREAT-WEST FUNDS, INC GREAT-WEST CAPITAL MANAGEMENT, LLC and GWFS EQUITIES, INC.
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL • Colorado

THIS FUND PARTICIPATION AGREEMENT (the “Agreement”) is made and entered into as of this 7th day of December, 2020 (the “Effective Date”) by and among Protective Life Insurance Company (hereinafter “PLICO”), a Tennessee life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule B attached hereto (the “Accounts”);; Great-West Funds, Inc., a Maryland corporation consisting of the separate series described in Schedule A (hereinafter the “Fund”); Great-West Capital Management, LLC, a Colorado limited liability company and registered investment adviser under the Investment Advisers Act of 1940 (hereinafter the “Adviser”), and GWFS Equities, Inc., a Delaware corporation (hereinafter the “Distributor”) (each a “Party” and collectively the “Parties”).

AMENDMENT TO THE PARTICIPATION AGREEMENT AMONG PROTECTIVE LIFE INSURANCE COMPANY, DEUTSCHE DWS VARIABLE SERIES I, DEUTSCHE DWS VARIABLE SERIES II, DEUTSCHE DWS INVESTMENTS VIT FUNDS, DWS DISTRIBUTORS, INC., AND DWS INVESTMENT MANAGEMENT AMERICAS
Participation Agreement • April 25th, 2022 • Protective COLI VUL

THIS AMENDMENT TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 11th day of October, 2021 by and between DEUTSCHE DWS VARIABLE SERIES I, DEUTSCHE DWS VARIABLE SERIES II, DEUTSCHE DWS INVESTMENTS VIT FUNDS, DWS DISTRIBUTORS, INC., DWS INVESTMENT MANAGEMENT AMERICAS, and PROTECTIVE LIFE INSURANCE COMPANY (the “Company,” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Amendment No. 3 to Participation Agreement Among Protective Life Insurance Company PIMCO Variable Insurance Trust, and PIMCO Investments LLC
Participation Agreement • December 16th, 2020 • Protective COLI VUL

Protective Life Insurance Company (the “Company”), on its behalf and on behalf of certain Accounts of the Company, PIMCO Variable Insurance Trust (the “Fund”), and PIMCO Investments LLC (the “Underwriter”), have previously entered into a Participation Agreement dated November 1, 2009, as amended (the “Agreement”). The parties now desire to further amend the Agreement by this amendment (the “Amendment”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • December 16th, 2020 • Protective COLI VUL

This Amendment No. 1 made and entered into as of December 9, 2020, to that certain Amended and Restated Participation Agreement dated February 1, 2015 (the “Agreement”), by and among PROTECTIVE LIFE INSURANCE COMPANY (the “Company”), on its own and on behalf of each segregated account of the Company that is party to the Agreement (each, an “Account”), DEUTSCHE DWS VARIABLE SERIES I, DEUTSCHE DWS VARIABLE SERIES II, and DEUTSCHE DWS INVESTMENTS VIT FUNDS (each, a “Fund”), DWS DISTRIBUTORS, INC. (formerly, DeAWM DISTRIBUTORS, INC.) (the “Underwriter”) and DWS INVESTMENT MANAGEMENT AMERICAS, INC. (formerly, Deutsche Investment Management Americas Inc.) (the “Adviser”) (collectively, the “Parties”).

FOURTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • December 16th, 2020 • Protective COLI VUL

THIS FOURTH AMENDMENT TO PARTICIPATION AGREEMENT (the “Amendment”) is made as of the 30th day of November, 2020, by and among PROTECTIVE LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Tennessee (the “Company”), acting herein for and on behalf of the Company and on behalf of each separate account set forth on attached Schedule A, as the same may be amended from time to time (the “Separate Accounts”); LEGG MASON PARTNERS VARIABLE EQUITY TRUST and LEGG MASON PARTNERS VARIABLE INCOME TRUST (each a “Fund”, collectively the “Funds”), LEGG MASON PARTNERS FUND ADVISOR, LLC, (the “Advisor”) and LEGG MASON INVESTOR SERVICES, LLC (the “Distributor”), collectively (the “Parties”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL

This AMENDMENT (the “Amendment”) amends that certain Amended and Restated Fund Participation Agreement dated as of February 1, 2015, as amended (the “Agreement”) between Protective Life Insurance Company (“Insurance Company”), and each Participating Fund. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL • New York

THIS AGREEMENT is effective as of December 1, 2020 (the “Effective Date”), by and among each of BLACKROCK VARIABLE SERIES FUNDS, INC. AND BLACKROCK VARIABLE SERIES FUNDS II, Inc., each an open-end management investment company (each, the “Fund”), BLACKROCK INVESTMENTS, LLC (“BRIL” or the “Underwriter”), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “1934 Act”), Protective Life Insurance Company, a life insurance company organized under the laws of the state of Tennessee (the “Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (each separate account hereinafter referred to individually as an “Account” and collectively as the “Accounts”).

RULE 22c-2 AGREEMENT
Protective COLI VUL • April 25th, 2022

This Rule 22c-2 Agreement dated November 9, 2020 is entered into by and between Putnam Investor Services, Inc. (“PSERV”), transfer agent, dividend-disbursing agent and shareholder servicing agent for the Fund, Putnam Retail Management Limited Partnership (“PRM”), underwriter and distributor of the Fund, and Protective Life Insurance Company (“Intermediary”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • December 16th, 2020 • Protective COLI VUL

THIS AGREEMENT is effective as of this lst day of May, 2018 by and among Protective Life Insurance Company, a life insurance company organized under the laws of the State of Tennessee (the “Company”), acting herein for and on behalf of the Company and on behalf of each separate account set forth on attached Schedule A, as the same may be amended from time to time (the “Separate Accounts”); American Century Investment Services, Inc., (the “Distributor”); and American Century Services, LLC, (the “Transfer Agent” and collectively With Distributor, “American Century’’).

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • December 16th, 2020 • Protective COLI VUL

THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED PARTICIPATION AGREEMENT is made as of this 1st day of October, 2020 by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust I”), MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust (the “Trust II”), MFS VARIABLE INSURANCE TRUST III, a Delaware statutory trust (the “Trust III”)( (Trust I, Trust II and Trust III each referred to individually, as the “Trust” and, collectively the “Trusts”), MFS FUND DISTRIBUTORS, INC., a Delaware corporation (“MFD”), and PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee corporation (the “Company”), on its own behalf and on behalf of each segregated asset accounts of the Company as set forth on Schedule A of the Agreement (defined below) (the “Accounts”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

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