0001047469-03-015466 Sample Contracts

Among
Participation Agreement • April 30th, 2003 • Protective Variable Annuity Separate Account • Illinois
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AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, PROTECTIVE LIFE INSURANCE COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Participation Agreement • April 30th, 2003 • Protective Variable Annuity Separate Account • Massachusetts

THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT, made and entered into this day of 2003, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the "Trust"), PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee corporation (the "Company") on its own behalf 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 MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS").

PARTICIPATION AGREEMENT Among THE UNIVERSAL INSTITUTIONAL FUNDS, INC., MORGAN STANLEY & CO. INCORPORATED MORGAN STANLEY INVESTMENT MANAGEMENT INC., and PROTECTIVE LIFE INSURANCE COMPANY Dated as of
Protective Variable Annuity Separate Account • April 30th, 2003 • New York

The above contents should be received by the Company approximately 3-5 Business Days before mail date. Individual in charge at Company reviews and approves the contents of the mailing package to ensure correctness and completeness. Copy of this approval sent to the Fund.

PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and LIFE INSURANCE COMPANY
Life Insurance Company • April 30th, 2003 • Protective Variable Annuity Separate Account • New York

THIS AGREEMENT (the "Agreement"), made and entered into as of the day of , 200 by and among Life Insurance Company (hereinafter the "Company"), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as may be amended from time to time by mutual consent (hereinafter collectively the "Accounts"), Oppenheimer Variable Account Funds (hereinafter the "Fund") and OppenheimerFunds, Inc. (hereinafter the "Adviser").

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