0001104659-11-023664 Sample Contracts

Amendment to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Protective Life and Annuity Insurance Company Investment Distributors, Inc.
Participation Agreement • April 28th, 2011 • Variable Annuity Account a of Protective Life

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Protective Life and Annuity Insurance Company (the “Company” or “you”), and Investment Distributors, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2008, as amended (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

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Form of NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 28th, 2011 • Variable Annuity Account a of Protective Life

THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this day of , 2011 (the “Effective Date”), by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”), PIMCO Variable Insurance Trust (the “Fund”) and Protective Life and Annuity Insurance Company (the “Company”).

Amendment to Participation Agreement
Participation Agreement • April 28th, 2011 • Variable Annuity Account a of Protective Life

This AMENDMENT is made and entered into this 12th day of April 2011 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory 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, an Alabama life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company identified in the Participation Agreement (as defined below).

Form of Amendment to Participation Agreement
Participation Agreement • April 28th, 2011 • Variable Annuity Account a of Protective Life

This Amendment to that certain Participation Agreement (“Agreement”), dated November 1, 2009, by and among PIMCO Variable Insurance Trust (the “Fund”), Allianz Global Investors Distributors LLC (the “Underwriter”) and Protective Life and Annuity Insurance Company (the “Company”) is effective this 14th day of April, 2011.

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