0001104659-20-128908 Sample Contracts

PARTICIPATION AGREEMENT Among
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S • Massachusetts

THIS AGREEMENT, made and entered into as of the 1st day of May, 2008 by and among PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY, (hereinafter the “Company”), an Alabama 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 FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III and VARIABLE INSURANCE PRODUCTS FUND IV, each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

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Participation Agreement
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S • California
FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S • New York

Protective Life and Annuity Company (“Insurance Company”), for itself and on behalf of one or more separate accounts of the Insurance Company (“Separate Accounts”), American Funds Distributors, Inc. (“AFD”), American Funds Service Company (“Transfer Agent”), Capital Research and Management Company (“CRMC”), and the American Funds Insurance Series (the “Series”), an open-end investment company for which AFD, CRMC and Transfer Agent provide services and which is divided into funds (hereinafter collectively called the “Funds” and, individually, a “Fund”), for good and valuable consideration, hereby agree on this 18th day of June 2015, that Class 2 shares of the Funds and Class 4 shares of the Funds (“Class 2 or 4 Shares” together , the “shares”) shall be made available to serve as underlying investment media for certain variable annuity contracts (hereinafter called “Contract(s)”; holders of such Contracts hereinafter called “Contractholder(s)”) to be offered by the Insurance Company subj

PARTICIPATION AGREEMENT BY AND AMONG
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S • Delaware

THIS AGREEMENT, made and entered into as of the 1st day of June, 2010 (“Agreement”), by and among AIM Variable Insurance Funds (lnvesco Variable Insurance Funds), a Delaware Trust (“AVIF (IVIF)”), Invesco Distributors, Inc., a Delaware corporation (“INVESCO”), Protective Life and Annuity 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”).

Broker-Dealer Selling Agreement For Sales of Protective Life and Annuity Insurance Company Life Insurance and Annuity Contracts FINRA Firm
Broker-Dealer Selling Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S • New York

Protective Life and Annuity Insurance Company (“Protective”) has appointed Investment Distributors, Inc. (“IDI,” and together with Protective, the “Company”), a registered broker-dealer under the Securities and Exchange Act of 1934, as amended, and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), as the principal underwriter of the variable life insurance and annuity contracts that are issued by Protective. This Broker-Dealer Selling Agreement (the “Agreement”) allows IDI to compensate Selling Firm for the sale by Selling Firm and Licensed Personnel (defined below) of certain Protective life insurance policies and annuity contracts (individually, a “Contract” and collectively, the “Contracts”) set forth on the Product and Compensation Schedule(s), Schedule A, of this Agreement. The Product and Compensation Schedule is subject to change at any time upon notice to Selling Firm.

FUND PARTICIPATION AGREEMENT Schwab Annuity Portfolios PARTICIPATION AGREEMENT Among PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY, SCHWAB ANNUITY PORTFOLIOS, and CHARLES SCHWAB & CO., INC.
Fund Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S • California

THIS AGREEMENT, made and entered into as of this 9th day of November, 2020 by and among Protective Life and Annuity Insurance Company (“Company”), on its own behalf and on behalf of each of its segregated asset accounts named on Schedule A (the "Account"); SCHWAB ANNUITY PORTFOLIOS, a business trust organized under the laws of Massachusetts ("Fund"); and CHARLES SCHWAB & CO., INC., a California corporation ("Schwab” or the ”Distributor") (each a “Party,” and collectively, the “Parties”).

FUND PARTICIPATION AGREEMENT Clayton Street Trust
Fund Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S • New York

THIS AGREEMENT is made this 1st day of May 2016. between Janus Distributors LLC (the “Distributor”) and Janus Services LLC (“Janus Services”), each a Delaware limited liability company, and Protective Life and Annuity Insurance Company, a life insurance company organized under the laws of the State of Alabama (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”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S • Colorado

THIS FUND PARTICIPATION AGREEMENT (the “Agreement”) is made and entered into as of this ____ day of _______________, 2020 (the “Effective Date”) by and among Protective Life and Annuity Insurance Company (hereinafter “PLAIC”), an Alabama life insurance company, on its own behalf and on behalf of its separate account(s) listed on Schedule B attached hereto (the “Accounts”);; Great-West Funds, Inc., a Maryland corporation consisting of the separate series described in Schedule A (hereinafter the “Fund”); Great-West Capital Management, LLC, a Colorado limited liability company and registered investment adviser under the Investment Advisers Act of 1940 (hereinafter the “Adviser”), and GWFS Equities, Inc., a Delaware corporation (hereinafter the “Distributor”) (each a “Party” and collectively the “Parties”).

NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 25th day of April, 2011 (the “Effective Date”), by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”), PIMCO Variable Insurance Trust (the “Fund”) and Protective Life and Annuity Insurance Company (the “Company”).

PARTICIPATION AGREEMENT
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

This Third Amendment to Participation Agreement (“Amendment”) is entered into by and among Legg Mason Investor Services, LLC, (the “Distributor”), Legg Mason Partners Variable Equity Trust (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Advisor”) and Protective Life and Annuity Insurance Company (the “Company”), collectively (the “Parties”).

Form of ADDENDUM TO SCHEDULE OF PARTICIPATON AGREEMENT
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

This Addendum (“Addendum”) to the original Schedule of the Participation Agreement executed on November 1, 2009 is entered into by and among Legg Mason Investor Services, LLC, Legg Mason Partners Variable Equity Trust, Legg Mason Partners Fund Advisor, LLC and Protective Life and Annuity Insurance Company, collectively (the “Parties”).

Form of ADDENDUM TO SCHEDULE OF PARTICIPATON AGREEMENT
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

This Addendum (“Addendum”) to the original Schedule of the Participation Agreement executed on December 19, 2003 is entered into by and among Goldman, Sachs & Co., (the “Distributor”), Goldman Sachs Variable Insurance Trust (the “Trust”), and Protective Life Insurance Company (the “Company”), collectively (the “Parties”).

Form of ADDENDUM TO SCHEDULE OF PARTICIPATON AGREEMENT
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

This Addendum (“Addendum”) to the original Schedule of the Participation Agreement executed on December 19, 2003 is entered into by and among Royce Fund Services, Inc., (the “Distributor”), Royce Capital Fund (the “Fund”), and Protective Life and Annuity Insurance Company (the “Company”), collectively (the “Parties”).

AMENDMENT TO PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY PARTICIPATION AGREEMENT
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

Protective Life and Annuity Insurance Company, Variable Insurance Products Fund, Variable Insurance Products Fund II And Variable Insurance Products Fund III Variable Insurance Products Fund IV, and Variable Insurance Products Fund V and Fidelity Distributors Company LLC hereby amend the Participation Agreement (“Agreement”) dated April 11, 2007, as amended, by doing the following:

Form of ADDENDUM TO EXHIBIT OF PARTICIPATON AGREEMENT
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

This Addendum (“Addendum”) to the original Exhibit of the Participation Agreement executed on June 18, 2015 is entered into by and among American Funds Distributors, Inc., American Funds Insurance Series, American Funds Service Company, Capital Research and Management Company and Protective Life and Annuity Insurance Company, collectively (the “Parties”).

PARTICIPATON AGREEMENT
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

This Addendum (“Addendum”) to the original Schedule of the Participation Agreement executed on November 1, 2009 is entered into by and among Allianz Global Investors Distributors LLC, (the “Underwriter”), PIMCO Variable Insurance Trust (the “Fund”), and Protective Life and Annuity Insurance Company (the “Company”), collectively (the “Parties”).

Amendment to Participation Agreement
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

This Amendment to that certain Participation Agreement (“Agreement”) is entered into by and among PIMCO Variable Insurance Trust (the “Fund”), PIMCO Investments LLC (the “Underwriter”) and Protective Life and Annuity Insurance Company (the “Company”) effective as of April 25, 2011.

FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

This First Amendment to Participation Agreement (“Amendment”), effective March 1, 2012 is entered into by and among Legg Mason Investor Services, LLC, (the “Distributor”), Legg Mason Partners Variable Equity Trust (the “Fund”), Legg Mason Partners Fund Advisor, LLC (the “Advisor”) and Protective Life and Annuity Insurance Company (the “Company”), collectively (the “Parties”).

AMENDMENT TO FUND PARTICIPATION AGREEMENT Clayton Street Trust
Fund Participation Agreement • November 24th, 2020 • PLAIC Variable Annuity Account S

This Amendment to the Fund Participation Agreement (the “Amendment”) entered into as of ________________, September 1, 2020 (“Effective Date”) amends the Fund Participation Agreement dated May 1, 2016 (the “Agreement”) between Protective Life and Annuity Insurance Company (the “Company”), on its 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”). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

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