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)
Individual Flexible Premium Deferred Annuity Contract • February 17th, 2004 • Protective Variable Annuity Separate Account

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

Protective Life Insurance Company Nashville, Tennessee (A Stock Insurance Company) GROUP FLEXIBLE PREMIUM DEFERRED {FIXED AND} VARIABLE ANNUITY CONTRACT (Non-Participating)
Group Flexible Premium Deferred Annuity Contract • February 17th, 2004 • Protective Variable Annuity Separate Account

Protective Life Insurance Company agrees to provide the benefits described in this Contract. The Contract alone governs the rights of the parties. A copy of the Contract will be furnished with each Certificate issued. The Certificate is pages 3 and 4 of the document prepared for the Participant.

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