0001104659-09-061181 Sample Contracts

PARTICIPATION AGREEMENT Among PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY PIMCO VARIABLE INSURANCE TRUST, and ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
Participation Agreement • October 29th, 2009 • Variable Annuity Account a of Protective Life • California

THIS AGREEMENT, dated as of the 1st day of November, 2009, by and among Protective Life and Annuity Insurance Company (the “Company”), an Alabama life insurance company, 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 account hereinafter referred to as the “Account”), PIMCO Variable Insurance Trust (the “Fund”), a Delaware statutory trust, and Allianz Global Investors Distributors LLC (the “Underwriter”), a Delaware limited liability company.

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PARTICIPATION AGREEMENT among LEGG MASON PARTNERS VARIABLE EQUITY TRUST, LEGG MASON INVESTOR SERVICES, LLC, LEGG MASON PARTNERS FUND ADVISOR, LLC and PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY
Participation Agreement • October 29th, 2009 • Variable Annuity Account a of Protective Life • New York

THIS AGREEMENT, made and entered into this 1st day of November 2009 by and among Protective Life and Annuity Insurance Company, an Alabama corporation (the “Company”), 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 Legg Mason Partners Variable Equity Trust, a Maryland Corporation (each a “Fund”, collectively the “Funds”), Legg Mason Investor Services, LLC, a Maryland limited liability company (the “Distributor”), and Legg Mason Partners Fund Advisor, LLC, a Maryland limited liability company (the “Adviser”).

PARTICIPATION AGREEMENT
Participation Agreement • October 29th, 2009 • Variable Annuity Account a of Protective Life • New York

THIS AGREEMENT, made and entered into as of the 1st day of November, 2009, by and among Protective Life and Annuity Insurance Company (hereinafter the “Company”), a life insurance company organized under the laws of Alabama, on its own behalf and on behalf of each separate account of the Company set forth on Schedule B hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”), and ROYCE CAPITAL FUND (hereinafter the “Fund”), a Delaware business trust, and ROYCE FUND SERVICES, INC., a New York corporation (the “Distributor”).

Information Sharing Agreement
Information Sharing Agreement • October 29th, 2009 • Variable Annuity Account a of Protective Life

This Information Sharing Agreement (the “Agreement”), entered into as of November 1, 2009, by and between Royce Fund Services, Inc. (“RFS”) and Protective Life and Annuity Insurance Company (“Financial Intermediary”), confirms an agreement between the parties for the sharing of transaction information relating to any and all series of The Royce Fund and Royce Capital Fund (each a “Fund”) that may be offered by Financial Intermediary from time to time.

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