0001047469-04-004762 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • February 17th, 2004 • Protective Variable Annuity Separate Account • 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 Insurance Company, a Tennessee life insurance company (the "Company"), on its own behalf and on behalf of each separate account of the Company identified herein.

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Protective Life Insurance Company logo] Nashville, Tennessee (A Stock Insurance Company) INDIVIDUAL FLEXIBLE PREMIUM DEFERRED {FIXED AND} VARIABLE ANNUITY CONTRACT (Non-Participating)
Protective Variable Annuity Separate Account • February 17th, 2004

Protective Life Insurance Company agrees to provide the benefits described in this Contract. The Contract alone governs the rights of the parties.

CERTIFICATE
Protective Variable Annuity Separate Account • February 17th, 2004 • Iowa

{ANNUAL BONUS: {0.00%} on the {1st} through {7th} Contract Anniversary, {0.50%} on the {8th} {through 16th} Contract Anniversary, {0.00%} on the {17th} {through 24th} Contract Anniversary, and {0.00%} on each Contract Anniversary thereafter.}

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