0001104659-09-027696 Sample Contracts

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS FIDELITY DISTRIBUTORS CORPORATION And PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
Participation Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life • Massachusetts

THIS AGREEMENT, made and entered into as of the 1st day of May, 2008 by and among PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY, (hereinafter the “Company”), an Alabama 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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Participation Agreement
Participation Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life • California

As provided by Schedule C of the Agreement, this Notice proposes to Franklin Templeton Variable Insurance Products Trust, and Franklin/Templeton Distributors, Inc. the addition as of the offering date(s) listed below of the following Portfolios as additional investment options listed on Schedule C:

AMENDED AND RESTATED PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Participation Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life • Massachusetts

THIS AGREEMENT, made and entered into this 1st day of January, 2008, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust”), PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY (formerly American Foundation Life Insurance Company), an Alabama 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 OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
Participation Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life • New York

THIS AGREEMENT (the “Agreement”), made and entered into as of the 1st day of May, 2008 by and among Protective Life and Annuity Insurance Company (hereinafter the “Company”), an Alabama corporation, 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”).

THIS AGREEMENT is made and entered into as of the 1st day of November, 2007 by and among PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY (the “Company”), an Alabama corporation, on its own behalf and on behalf of each separate account of the Company set...
Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life • New York

(This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 30th, 2009 • 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.

Variable Annuity Shareholder Information Agreement (Goldman Sachs Variable Insurance Trust)
Shareholder Information Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life • New York

VARIABLE ANNUITY SHAREHOLDER INFORMATION AGREEMENT entered into as of April 1. 2008 by and between Goldman, Sachs & Co. (the “Fund Agent”) and the Protective Life and Annuity Insurance Company (the “Intermediary”) with an effective date of April 1. 2008.

RULE 22c-2 AGREEMENT
22c-2 Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life

This Rule 22c-2 Agreement (“Agreement”) 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 Lord Abbett Family of Funds (the “Funds”), and Protective Life and Annuity Insurance Company (the “Service Provider”), effective as of October 16, 2007. This Agreement constitutes an amendment to each and/or any existing Participation Agreement between the Distributor and/or the Funds and the Service Provider with respect to variable life insurance and/or variable annuity products established by Service Provider (“Contracts”) in connection with which the Service Provider or one of its affiliates transmits orders for Fund shares.

RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT This Agreement entered into as of [ ], 2008. by and between MFS Fund Distributors, Inc. (“Mr) and the party signing below (“Intermediary”). WHEREAS, MFD is the principal underwriter for the MFS funds;...
Shareholder Information Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life

WHEREAS. Rule 22c-2 under the Investment Company Act of 1940 (“Rule 22c-2”) effectively requires MFD or each MIS fund to enter into a shareholder information agreement with each “financial intermediary”, as that term is defined in Rule 22c-2; and

PARTICIPATION AGREEMENT
Participation Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life • Delaware

THIS AGREEMENT, made and entered into this 19th day of December, 2003 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust formed under the laws of Delaware (the “Trust”), GOLDMAN, SACHS & CO., a New York limited partnership (the “Distributor”), and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY, a Alabama life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein.

Shareholder Information ,.Agreement Franklin Templeton Variable Insurance Products Trust
Shareholder Information Agreement • April 30th, 2009 • Variable Annuity Account a of Protective Life

This Shareholder Information Agreement (“Agreement”) is entered into as of May 1. 2008, and is among Franklinfrempleton 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.

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