0000912057-02-015976 Sample Contracts

FORM OF FUND PARTICIPATION AGREEMENT
Participation Agreement • April 22nd, 2002 • Variable Annuity Account a of Protective Life • New York

THIS AGREEMENT made as of the 30th day of April, 2002, by and between Lord Abbett Series Fund, Inc. ("Fund"), a Maryland Corporation, 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"), Lord Abbett Distributor LLC, a New York limited liability Company (the "Distributor"), and Protective Life and Annuity Insurance Company (the ("Company"), a life insurance company organized under the laws of the State of Alabama.

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