0001104659-07-032352 Sample Contracts

PARTICIPATION AGREEMENT Among
Participation Agreement • April 27th, 2007 • Protective Variable Annuity Separate Account • Massachusetts

THIS AGREEMENT, made and entered into as of the 11th day of April, 2007 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 as may be amended from time to time (each such account hereinafter referred to as the “Account”); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

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VAN KAMPEN LIFE INVESTMENT TRUST SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 27th, 2007 • Protective Variable Annuity Separate Account

THIS AGREEMENT, dated as of March 16, 2007, is by and between Van Kampen Funds Inc. (“Fund Agent”) and the financial intermediary whose name appears on the signature page of this Agreement (“Intermediary”). Fund Agent is entering into this Agreement on behalf of Van Kampen Life Investment Trust, including any separate series or portfolios thereof, whether existing at the date of this Agreement or established subsequent hereto (each, a “Fund,” and, collectively, the “Funds”).

Shareholder Information Agreement
Shareholder Information Agreement • April 27th, 2007 • Protective Variable Annuity Separate Account

This Shareholder Information Agreement (“Agreement”) is entered into as of April 16, 2007, and is among Franklin/Templeton Distributors, Inc. (“Distributors”) on behalf of each Fund, as defined below, and the Intermediary, as defined below. Unless otherwise specified, capitalized terms have the meaning set out under “Definitions,” below.

Variable Annuity Shareholder Information Agreement (Goldman Sachs Variable Insurance Trust)
Shareholder Information Agreement • April 27th, 2007 • Protective Variable Annuity Separate Account • New York

VARIABLE ANNUITY SHAREHOLDER INFORMATION AGREEMENT entered into as of April 11, 2007 by and between Goldman, Sachs & Co. (the “Fund Agent”) and the Protective Life Insurance Company (the “Intermediary”) with an effective date of April 11, 2007.

RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
2 Shareholder Information Agreement • April 27th, 2007 • Protective Variable Annuity Separate Account

This Agreement entered into as of April 16, 2007, by and between MFS Fund Distributors, Inc. (“MFD”) and the party signing below (“Intermediary”) with an effective date of October 16, 2007.

RULE 22c-2 AGREEMENT
2 Agreement • April 27th, 2007 • Protective Variable Annuity Separate Account • New York

This Rule 22c-2 Agreement, dated as of the date set forth below (the “Agreement”), is between Calvert Distributors, Inc. (“CDI”), as principal underwriter for each of the registered investment companies and their series within the Calvert Group of Funds other than any “excepted fund” as defined in Securities and Exchange Commission (“SEC”) Rule 22c-2(b) under the Investment Company Act of 1940 (each a “Fund” and, collectively, the “Funds”), and the undersigned Company (the “Company”), a financial intermediary for purposes of Rule 22c-2 under the Investment Company Act of 1940 (“Rule 22c-2”) with respect to mutual funds distributed by CDI and serviced by Calvert Shareholder Services, Inc. (“CSSI”). This Agreement supplements and does not supersede any prior agreement between CDI or CSSI and the Company, as amended from time to time, relating to the distribution and/or servicing of Shares (as defined herein) of the Funds. To the extent of any conflict between any such prior agreement and

VAN ECK SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • April 27th, 2007 • Protective Variable Annuity Separate Account

This Agreement is effective as of April 16, 2007, or such other compliance date mandated by Rule 22c-2 of the Investment Company Act of 1940 (“Rule 22c-2”), by and between (“Intermediary”) and Van Eck Securities Corporation (“Van Eck”) on behalf of the Van Eck Funds, Van Eck Funds, Inc., Van Eck Worldwide Insurance Trust, or such other investment companies that Van Eck may distribute (each, a “Van Eck Fund” and together, the “Van Eck Funds”).

RULE 22C-2 AGREEMENT
Rule 22c-2 Agreement • April 27th, 2007 • Protective Variable Annuity Separate Account

This Rule 22c-2 Agreement (“Agreement”) is dated as of April 16, 2007, and is entered into by and between Lord Abbett Distributor LLC (the “Distributor”), on its own behalf and/or on behalf of one or more of the investment companies comprising the Lord Abbett Family of Funds (the “Funds”) and «F3» (the “Service Provider”). If relevant, this Agreement constitutes an amendment to each existing agreement between the Distributor and/or the Funds and the Service Provider pursuant to or in connection with which the Service Provider directly or indirectly transmits orders for Shares (collectively, the “Existing Agreement”).

Shareholder Information Agreement
Shareholder Information Agreement • April 27th, 2007 • Protective Variable Annuity Separate Account

This Agreement is effective as of the 16th day of April 2007, by and between OppenheimerFunds Services (“OFS”), a division of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc. (“Distributor”) and referred together with OFS as “Oppenheimer”, and Protective Life Insurance Corporation (“Intermediary”).

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