0001047469-03-038690 Sample Contracts

PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUND III, FIDELITY DISTRIBUTORS CORPORATION and PROTECTIVE LIFE INSURANCE COMPANY
Participation Agreement • November 26th, 2003 • Protective Variable Annuity Separate Account • Massachusetts

THIS AGREEMENT, made and entered into as of the 1st day of October 2003 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 the VARIABLE INSURANCE PRODUCTS FUND III, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation.

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PARTICIPATION AGREEMENT
Participation Agreement • November 26th, 2003 • Protective Variable Annuity Separate Account • Delaware

THIS AGREEMENT, made and entered into this day of , 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 Insurance Company, a life insurance company (the "Company"), on its own behalf and on behalf of each separate account of the Company identified herein.

AADVANTAGE® PARTICIPATION AGREEMENT by and between AMERICAN AIRLINES, INC. and PROTECTIVE LIFE INSURANCE COMPANY
Participation Agreement • November 26th, 2003 • Protective Variable Annuity Separate Account

This AADVANTAGE Participation Agreement ("this Agreement") is made as of November 4, 2003 (the "Effective Date"), by and between American Airlines, Inc., a corporation organized and existing under the laws of Delaware, having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155 ("American") and Protective Life Insurance Company, a corporation organized and existing under the laws of Tennessee, having its principal office at 2801 Highway 280 South, Birmingham, Alabama 35223 ("Participant").

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