0000891804-12-000859 Sample Contracts

Participation Agreement
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account • California

# Product Name Separate Account Name Classes of Shares and Portfolios Registered Y/N Date Established 1933 Act #, State Form ID 1940 Act # 1. Capital Estate Builder VUL Separate Account VL Class 2 shares: 8890 March 6, 1987 Templeton Foreign Securities Fund: Yes 811-07647 Templeton Growth Securities Fund 333-69843 2. Capital Solutions VUL 8980 Separate Account VL Class 2 shares: Yes March 6, 1987 Templeton Foreign Securities Fund Templeton 333-19193 811-07647 Growth Securities Fund 3. Capital One Pay VL 8960 Separate Account VL Class 2 shares: Yes March 6, 1987 Templeton Foreign Securities Fund 333-05053 811-07647 Templeton Growth Securities Fund 4. Capital Six VA 8860 First Variable Annuity Fund Class 2 shares: Yes E Templeton Foreign Securities Fund 333-12197 December 4, 1979 Templeton Growth Securities Fund 811-4092 5. Capital No Load VA First Variable Annuity Fund Class 2 shares: Yes E Templeton Foreign Securities Fund 33-86738 December 4, 1979 Templeton Growth. Securities Fund 811

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PARTICIPATION AGREEMENT AMONG MFS VARIABLE INSURANCE TRUST, MFS VARIABLE INSURANCE TRUST II, PROTECTIVE LIFE INSURANCE COMPANY AND MFS FUND DISTRIBUTORS, INC.
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account • Massachusetts

THIS AGREEMENT, made and entered into this 1ST day of May 2012, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the “Trust I”), MFS VARIABLE INSURANCE TRUST II, a Massachusetts business trust (the "Trust II") (Trust I and Trust II each referred to, individually, as the “Trust” and, collectively, as the “Trusts”), Protective Life Insurance Company, a Tennessee corporation (the "Company"), 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 MFS Fund Distributors, Inc., a Delaware corporation (“MFD”).

AMENDED AND RESTATED PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., PROTECTIVE LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND INVESTMENT...
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account • Delaware

THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT, made and entered into as of the _____ day of _______, 2012 ("Agreement"), by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust ("AVIF (IVIF)"), Invesco Distributors, Inc., a Delaware corporation ("INVESCO"), Protective Life Insurance Company, a New York life insurance company ("LIFE COMPANY"), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an "Account," and collectively, the "Accounts"); and Investment Distributors, Inc., an affiliate of LIFE COMPANY and the principal underwriter of the Contracts ("UNDERWRITER") (collectively, the "Parties").

FRED ALGER & COMPANY, INCORPORATED PARTICIPATION AGREEMENT
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account • New York

THIS AGREEMENT is effective this 1st day of July, 2012 by and among The Alger Portfolios (the "Trust"), an open-end management investment company organized as a Massachusetts business trust, Protective Life Insurance Company, a life insurance company organized as a corporation under the laws of the State of Tennessee (the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth in Schedule A, as may be amended from time to time (the "Accounts"), and Fred Alger & Company, Incorporated, a Delaware corporation, the Trust's distributor (the "Distributor").

WELLS FARGO VARIABLE TRUST PARTICIPATION AGREEMENT
Wells Fargo Variable Trust • July 2nd, 2012 • Titanium Universal Life Variable Account • California

THIS AGREEMENT is made this 1st day of July, 2012, among WELLS FARGO VARIABLE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), and PROTECTIVE LIFE INSURANCE COMPANY, a a life insurance company organized under the laws of the State of Tennessee (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the “Accounts”).

Amendment to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Protective Life Insurance Company Investment Distributors, Inc.
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Protective Life Insurance Company (the “Company” or “you”), and Investment Distributors, Inc., your distributors, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May 1, 2000, 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.

Amendment No. 1 to Participation Agreement As of May 1, 2006 Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Protective Life Insurance Company First Variable Capital Services, Inc.
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Protective Life Insurance Company (“you”), and First Variable Capital Services, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 1, 2004 (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

Amendment No. 2 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Protective Life Insurance Company First Variable Capital Services, Inc. Investment Distributors, Inc.
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Protective Life Insurance Company (“you”), First Variable Capital Services, Inc. and Investment Distributors, Inc., your distributors, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 1, 2004 and subsequently amended May 1, 2006 (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

Amendment No. 5 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Protective Life Insurance Company First Variable Capital Services, Inc. Investment Distributors, Inc. Investors...
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Protective Life Insurance Company (“you”), First Variable Capital Services, Inc., Investment Distributors, Inc. and Investors Brokerage Services, Inc., your distributors, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 1, 2004 and subsequently amended May 1, 2006, September 29, 2006, May 1, 2007 and November 1, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment No. 3 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc.
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account

Franklin Templeton Variable Insurance Products Trust (the "Trust"), Franklin/Templeton Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Protective Life Insurance Company ("you"), First Variable Capital Services, Inc. and Investment Distributors, Inc., your distributors, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 1, 2004 and subsequently amended May 1, 2006 and September 29, 2006 (the "Agreement"). The parties now desire to amend the Agreement in this amendment (the "Amendment").

Amendment No. 4 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Protective Life Insurance Company First Variable Capital Services, Inc. Investment Distributors, Inc. Investors...
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Protective Life Insurance Company (“you”), First Variable Capital Services, Inc. and Investment Distributors, Inc., your distributors, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 1, 2004 and subsequently amended May 1, 2006, September 29, 2006 and May 1, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

Amendment to Fund Participation Agreement
Fund Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account

This Amendment is to the Fund Participation Agreement dated September 1, 2003, (“Agreement”) between PROTECTIVE LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Illinois (“Insurance Company"), Dreyfus Variable Investment Fund, Dreyfus Stock Index Fund, Inc. (f/k/a “Dreyfus Life an Annuity Index Fund, Inc. [d/b/a Dreyfus Stock Index Fund]”), and Dreyfus Investment Portfolios. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

Amendment to Fund Participation Agreement
Fund Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account

This Amendment is to the Fund Participation Agreement dated September 1, 2003, (“Agreement”) between PROTECTIVE LIFE INSURANCE COMPANY (formerly, “Federal Kemper Life Assurance Company”), a life insurance company organized under the laws of the State of Illinois (“Insurance Company"), on behalf of itself and on behalf of the Separate Account as defined in Paragraph 1.13 of the Agreement, and each Participating Fund (as defined in the Agreement). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

Amendment No. 7 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Protective Life Insurance Company Investment Distributors, Inc.
Participation Agreement • July 2nd, 2012 • Titanium Universal Life Variable Account

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), Protective Life Insurance Company (“you”), Investment Distributors, Inc. and Investors Brokerage Services, Inc., your distributors, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 1, 2004 and subsequently amended May 1, 2006, September 29, 2006, May 1, 2007, November 1, 2007, November 2, 2009 and August 16, 2010 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

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