As Filed with the Securities and Exchange Commission on July 19, 2019

Registration File No. 333________
811-7337

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-6

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   x

  Pre-Effective Amendment No.    o

  Post-Effective Amendment No.   o

and

  REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   o

  Amendment No. 86   x

(Check appropriate box or boxes)

Protective Variable Life Separate Account

(Exact name of registrant)

Protective Life Insurance Company

(Name of depositor)

2801 Highway 280 South

Birmingham, Alabama 35223

(Address of depositor's principal executive offices)

(800) 265-1545

Depositor's Telephone Number, including Area Code

MAX BERUEFFY, Esq.

2801 Highway 280 South

Birmingham, Alabama 35223

(Name and address of agent for service)

Copy to:

STEPHEN E. ROTH, Esquire

THOMAS E. BISSET, Esquire

Eversheds Sutherland (US) LLP

700 Sixth Street, N.W., Suite 700

Washington, DC 20001-3980

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Title of Securities Being Registered: Interests in Individual
Flexible Premium Variable and Fixed Life Insurance Policies


Subject to Completion dated July 19, 2019

Broker-Dealer Use Only: This Prospectus and Statement of Additional Information is for training purposes only and is not approved for distribution to, or use with, the public.

The information in this Prospectus and Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus and Statement of Additional Information is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS
November ___, 2019

[Protective Strategic Objectives VUL II]
An Individual Flexible Premium Variable and Fixed Life Insurance Policy

Issued by
Protective Variable Life Separate Account
and
Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223
Telephone: (800) 265-1545

This Prospectus describes the [Protective Strategic Objectives VUL II] individual flexible premium variable and fixed life insurance policy (the "Policy") issued by Protective Life Insurance Company (the "Company" or "Protective Life"). The Policy is designed to provide insurance protection on the life of the Insured named in the Policy.

This Prospectus sets forth basic information about the Policy and the Variable Account that a prospective investor should know before investing. You should consider the Policy in conjunction with other insurance you own. It may not be advantageous to replace existing insurance with the Policy, or to finance the purchase of the Policy through a loan or through withdrawals from another policy. Replacement of existing insurance with the Policy may reduce or otherwise change existing Policy benefits. Additional fees and charges also may apply. Please read this Prospectus and the Statement of Additional Information carefully before you invest.

You have the flexibility to vary the amount and timing of premium payments and your coverage will stay in force as long as sufficient Surrender Value is maintained. The Policy Value and, in certain circumstances, the Death Benefit will fluctuate with the investment performance of the investment options you select. Within certain limits, you may return the Policy during the Cancellation Period.

You have a number of investment choices in this Policy. You may allocate your Policy's value to the Fixed Account, which credits a specified rate of interest (where we bear the investment risk), or among variable investment options (where you bear the investment risk) with Funds from:

A prospectus for each of the Funds available through the Variable Account contains comprehensive information about each Fund. Please read these documents before investing and save them for future reference.

Beginning January 1, 2021, we will no longer send you paper copies of shareholder reports for the Funds (“Reports”) unless you specifically request paper copies from us. Instead, the Reports will be available on a website. We will notify you by mail each time the Reports are posted. The notice will provide the website links to access the Reports as well as instructions for requesting paper copies. If you wish to continue receiving your Reports in paper free of charge from us, please call 1-855-920-9713. Your election to receive the Reports in paper will apply to all Funds available with your Contract. If you have already elected to receive the Reports electronically, you will not be affected by this change and need not take any action. If you wish to receive the Reports and other SEC disclosure documents from us electronically, please contact us at 1-855-920-9713.

Please note that the Policies and/or the Funds:

The Securities and Exchange Commission ("SEC") has not approved or disapproved the Policy or determined that this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.




PRO.SOII.1119



TABLE OF CONTENTS

POLICY BENEFITS/RISKS SUMMARY
     Policy Benefits
     Policy Risks
FEE TABLES
FUND EXPENSES
THE POLICY
PREMIUMS
CALCULATION OF POLICY VALUE
DEATH BENEFIT PROCEEDS
TRANSFERS OF POLICY VALUE
SURRENDERS AND WITHDRAWALS
POLICY LOANS
SUSPENSION OR DELAYS IN PAYMENTS
POLICY LAPSE AND REINSTATEMENT
THE COMPANY AND THE FIXED ACCOUNT
THE VARIABLE ACCOUNT AND THE FUNDS
     AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
     American Funds Insurance Series®
     DFA Investment Dimensions Group Inc.
     Fidelity® Variable Insurance Products
     Franklin Templeton Variable Insurance Products Trust
     Goldman Sachs Variable Insurance Trust
     Legg Mason Partners Variable Equity Trust
     Lord Abbett Series Fund, Inc.
     Northern Lights Variable Trust (TOPS Portfolios)
     PIMCO Variable Insurance Trust
     Royce Capital Fund
     Vanguard Variable Insurance Fund
CHARGES AND DEDUCTIONS
TAX CONSIDERATIONS
SUPPLEMENTAL RIDERS AND ENDORSEMENTS
EXCHANGE PRIVILEGE
     Effects of the Exchange Offer
USE OF THE POLICY
STATE VARIATIONS
SALE OF THE POLICIES
LEGAL PROCEEDINGS
FINANCIAL STATEMENTS
GLOSSARY
STATEMENT OF ADDITIONAL INFORMATION
     Table of Contents
APPENDIX A

POLICY BENEFITS/RISKS SUMMARY

This summary describes the Policy's important benefits and risks. The sections in the Prospectus following this summary discuss the Policy's benefits and other provisions in more detail. The Glossary at the end of this Prospectus defines certain words and phrases used in this Prospectus.

The Policy is an individual flexible premium variable and fixed life insurance policy for individuals.

Purposes of the Policy

The Policy is designed to be a long-term investment providing insurance benefits. You should consider the Policy in conjunction with other insurance policies you own, as well as your need for insurance and the Policy's long-term potential. It may not be advantageous to replace existing insurance coverage with the Policy. In particular, replacement of existing coverage with the Policy should be carefully considered if the decision to replace existing coverage is based solely on a comparison of policy illustrations.

Policy Benefits

Flexibility

The Policy is designed to be flexible to meet your specific life insurance needs. You have the flexibility to choose the investment options and premiums you pay.

Death Benefit

If the Insured dies while the Policy is in force, we pay a Death Benefit to your Beneficiary. The Death Benefit Proceeds generally pass to the Beneficiary free of federal and state income tax at the death of the Insured. The calculation of the Death Benefit depends on the Death Benefit Option you selected and the federal tax compliance test applicable to the Policy (either Guideline Premium Limitation Test or the Cash Value Accumulation Test).

Under the Guideline Premium Limitation test, you select one of two Death Benefit Options:

Under the Cash Value Accumulation test, you select one of two Death Benefit Options:

The minimum death benefit is the amount of level death benefit that the Policy Value would purchase if paid as a net single premium at such time.

The Death Benefit is reduced by any money you owe us, such as outstanding loans or liens ( i.e. , payments made under an accelerated death benefit rider or endorsement), interest on loans or liens, or unpaid charges. You may change your Death Benefit Option subject to certain rules. You may increase or decrease the Face Amount on your Policy under certain circumstances.

See "DEATH BENEFIT PROCEEDS" for more information.

Cancellation Privilege

For a limited time after you receive your Policy, you have the right to cancel your Policy and receive a refund. See "Cancellation Privilege" for more information.

Lapse Protection Provision

If, for each month your Policy has been in force you have made a timely payment of the Minimum Monthly Guarantee Amount (net of loans and withdrawals) stated on your Policy's specification page, then, regardless of your Surrender Value, your Policy will not Lapse. This provision is effective during the first 15 Policy Years (if the Insured's Issue Age is 0 through 39), during the first 10 Policy Years (if the Insured's Issue Age is 40 through 64), or during the first 5 Policy Years (for Insured's Issue Age 65 and above). See "POLICY LAPSE AND REINSTATEMENT" for more information.

Age 121. On and after the Policy Anniversary when the Insured is age 121, the Policy will not enter the grace period or Lapse and the Death Benefit will remain in effect, regardless of your Surrender Value.

Exchange Privilege

You may exchange an existing life insurance policy for this Policy, subject to certain restrictions. See "Exchange Privilege."

Transfers

Subject to certain restrictions you may transfer Policy Value among the Sub-Accounts and the Fixed Account. The Company has the right to restrict such transfers until after the later of 30 days after the Policy Effective Date or six days after the expiration of the Cancellation Period. The Company also may restrict or refuse to honor frequent transfers, including "market timing" transfers. See "TRANSFERS OF POLICY VALUE" for more information.

Withdrawals

You may take money out of your Policy after the first Policy Year. The minimum withdrawal amount is $500. Withdrawals may have tax consequences, and may incur a Surrender Charge. See "Tax Considerations" and "Surrender Charge."

Loans

You may borrow using your Cash Value as collateral. Generally the minimum amount you may borrow is $500 and the maximum is 90% of your Cash Value. This maximum is reduced by any Policy Debt or liens (including accrued interest) that are outstanding on the date your loan request is received at the Home Office. As collateral for the loan, we transfer an amount equal to the loan out of the Sub-Accounts and the Fixed Account and into the Loan Account on a pro-rata basis, unless you specify another allocation. Annual interest rates currently charged for standard loans are 5.00% for Policy Years 1 through 10 and 3.00% for Policy Years 11 and thereafter. You may repay all or part of your borrowings at any time while the Insured is alive and the Policy is in force. Borrowing may have tax consequences. See "Policy Loans" and "Tax Considerations- Tax Treatment of Loans."

Settlement Options

You may choose a variety of ways to receive the proceeds of the Policy. See "Settlement Options" for more information.

Policy Value Credit

If your Policy is not in default, on each Monthly Anniversary Day following the 20 th Policy Anniversary, the Company may credit your Policy Value with an additional amount for keeping your Policy in force. See "Policy Value Credit" for more information.

Terminal Illness Accelerated Death Benefit Endorsement

The endorsement provides an accelerated death benefit payment to the Owner if the Insured has a qualifying terminal illness and all of the terms and conditions of the endorsement are met. See "Terminal Illness Accelerated Death Benefit Endorsement" in the "Supplemental Riders and Endorsement" section for more information.

ExtendCare Chronic Illness Accelerated Death Benefit Rider (not available in all distribution channels)

This rider provides one or more accelerated Death Benefit payments to the Owner during a 12-month period if the Insured has a qualifying chronic illness that is expected to last one year or more and all of the terms and conditions of the rider are met. We begin deducting a monthly charge upon issuance of this rider based, in part, on a maximum monthly benefit amount selected by the Owner at the time of Policy issue. During a Benefit Period, all monthly deductions required to maintain the Policy will be waived. If the Insured is certified as Chronically Ill for three consecutive 12-month Benefit Periods, the monthly deductions will be waived for as long as the Policy is in force. This rider is not available in California. See "ExtendCare Chronic Illness Accelerated Death Benefit Rider" in the "Supplemental Riders and Endorsement" section for more information.It is possible that for tax purposes some or all of the charge for the ExtendCare Chronic Illness Accelerated Death Benefit Rider could be treated as a withdrawal from the Policy. See “Tax Considerations.”

Overloan Protection Endorsement

Under the provisions of this endorsement, your Policy will not lapse and the Death Benefit will be at least $10,000 as long as all of the terms and conditions of the endorsement are met. See "Overloan Protection Endorsement" in the "Supplemental Riders and Endorsement" section for more information.

Income Provider Option Pre-Determined Death Benefit Payout Endorsement (not available in all distribution channels)

This endorsement converts the payment of Death Benefit Proceeds from a single lump sum to a series of payments pursuant to a specified payment schedule that describes the amount, frequency, and duration of payment of the Death Benefit Proceeds. Payment of the Death Benefit Proceeds as a series of payments will result in a portion of the payments being includible in the Beneficiary's income. See "Tax Considerations." Please consult your tax advisor.

Optional Coverage

For additional charges, you may add riders to your Policy.

Policy Risks

Investment Risk

If you invest your Policy Value in one or more Sub-Accounts, then you will be subject to the risk that investment performance may be unfavorable causing the Policy Value to decrease and the Monthly Deduction to increase (which, in turn, further decreases future Policy Value). This is because poor investment performance diminishes Policy Value thereby increasing the Net Amount at Risk under the Policy and, correspondingly, increasing the cost of insurance which is part of the Monthly Deduction. You could lose everything you invest. If you allocate Policy Value to the Fixed Account, then we credit your Policy Value (in the Fixed Account) with a declared rate of interest, but you assume the risk that the rate may decrease, although it will never be lower than the guaranteed minimum annual effective rate of 1%. See "The Variable Account and The Funds."

Risk of Lapse

Unless the lapse protection period is in effect, if your Policy Value less the Surrender Charge and Policy Debt on a Monthly Anniversary Day is less than the amount of the Monthly Deduction due on that date, the Policy will be in default and a grace period will begin. On and after the Policy Anniversary when the Insured is age 121, the Policy will not enter the grace period or lapse regardless of your Surrender Value. We will send you notice of the premium required to prevent Lapse. You have a 61-day grace period to make a payment of Net Premium at least sufficient to cover the current and past-due Monthly Deductions or the Policy will Lapse. You may reinstate a Lapsed Policy, subject to certain conditions. Payment of the Minimum Monthly Premium required under the Minimum Monthly Premium Lapse Protection Endorsement of the Policy will not guarantee that the Policy will remain in force after the termination of the lapse protection period. See "Lapse" and "Lapse Protection."

Withdrawal and Surrender Risks

The Surrender Charge under the Policy applies during the first 10 Policy Years. The Surrender Value of the Policy is generally the Policy Value less the Surrender Charge and Policy Debt and any liens (including accrued interest). It is possible that your Policy will have no Surrender Value during the first few Policy Years. You should purchase the Policy only if you have the financial ability to keep it in force for a substantial period of time. You should not purchase the Policy if you intend to surrender all or part of the account value in the near future. We designed the Policy to meet long-term financial goals. The Policy is not suitable as a short-term investment.

Even if you do not ask to surrender your Policy, Surrender Charges may play a role in determining whether your Policy will Lapse (terminate without value), because Surrender Charges decrease the Surrender Value.

Withdrawals are not permitted during the first Policy Year. After the first Policy Year, withdrawals are permitted, subject to certain limitations, for a fee. Withdrawals that reduce the Face Amount of the Policy may be subject to a Surrender Charge. See "Surrender Charge."

A surrender or withdrawal may have tax consequences. See "Tax Considerations."

Tax Risks

Although the federal income tax requirements applicable to the Policy are complex and there is limited guidance regarding these requirements, we anticipate that the Policy will be treated as a life insurance contract for federal income tax purposes. Assuming that a Policy qualifies as a life insurance contract for federal income tax purposes, you generally should not be considered to be in receipt of any portion of your Policy's Cash Value until there is an actual distribution from the Policy. Moreover, Death Benefits payable under the Policy should be excludable from the gross income of the Beneficiary. Although the Beneficiary generally should not have to pay federal income tax on the Death Benefit, other taxes, such as estate taxes, may apply.

Your Policy may become a modified endowment contract as a result of: (1) the payment of excess premiums or unnecessary premiums within the meaning of the tax law, (2) a material change in the Policy, or (3) a reduction in your Death Benefit or certain rider benefits. If your Policy becomes a modified endowment contract, transactions such as withdrawals and loans will be treated first as a distribution of the earnings in the Policy and will be taxable as ordinary income in the year received. In addition, if the Policy Owner is under age 59-1/2 at the time of a surrender, withdrawal or loan, the amount that is included in income is generally subject to a 10% penalty tax.

If the Policy is not a modified endowment contract, distributions generally are treated first as a return of basis or investment in the Policy and then as taxable income. Moreover, loans are generally not treated as distributions. Finally, neither distributions nor loans from a Policy that is not a modified endowment contract are subject to the 10% penalty tax.

See "Tax Considerations." You should consult a qualified tax adviser for assistance in all Policy related tax matters.

Loan Risks

A policy loan, whether or not repaid, has a permanent effect on the Policy Value, and potentially the Death Benefit, because the investment results of the Sub-Accounts and current interest rates credited on the Fixed Account Value do not apply to Policy Value in the Loan Account. Since interest credited on the Loan Account is transferred to the Sub-Accounts, even if the interest rate charged on the Policy Debt is equal to the rate credited on Policy Value in the Loan Account, unpaid interest will be added to the outstanding loan and will increase the loan balance. The larger the loan and the longer the loan is outstanding, the greater will be the effect on Policy Value held as collateral in the Loan Account.

Your Policy may Lapse if your outstanding loan amounts reduce the Surrender Value to zero. If a Policy lapses with loans outstanding, some or all of the loan amounts may be subject to income tax. See "Tax Considerations - Tax Treatment of Loans." Policy loans also may increase the potential for Lapse if the investment results of the Sub-Accounts to which Surrender Value is allocated is unfavorable.

If the Insured dies while a loan is outstanding, the loan balance, which includes any unpaid interest, will be deducted from the Death Benefit.

See "POLICY LOANS."

Specialized Uses of the Policy

Because your Policy provides for an accumulation of Policy Values as well as Death Benefit, you may wish to use it for various individual and business planning purposes. Purchasing the Policy in part for such purposes may involve certain risks. For example, if the investment performance of the Sub-Accounts is poorer than expected or if sufficient premiums are not paid, the Policy may Lapse or may not accumulate sufficient Policy Value to fund the purpose for which you purchased the Policy. Withdrawals and Policy Loans may significantly affect current and future Policy Value, Surrender Value or Death Benefit proceeds. The Policy is designed to provide benefits on a long-term basis. Before purchasing a Policy for a specialized purpose, you should consider whether the long-term nature of the Policy is consistent with the purpose for which it is being considered. In addition, using a Policy for a specialized purpose may have tax consequences. See "Tax Considerations - Other Considerations."

Fund Risks

A comprehensive discussion of the risks of each Fund may be found in each Fund's prospectus. Please refer to the Funds' prospectuses for more information.

Business Disruption and Cyber Security Risks

We rely heavily on interconnected computer systems and digital data to conduct our variable product policy business activities. Because our variable product policy business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages, and susceptible to operational and information security risks resulting from information systems failure (e.g., hardware and software malfunctions) , and cyber-attacks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, interference with or denial of service, attacks on websites and other operational disruption and unauthorized release of confidential Policy Owner information. Such systems failures and cyber-attacks affecting us, the Funds, intermediaries and other affiliated or third-party service providers may adversely affect us and your Policy Value. For instance, systems failures and cyber-attacks may interfere with our processing of Policy transactions, including the processing of orders from our website or with the Funds, impact our ability to calculate Policy Value, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cyber security risks may also impact the issuers of securities in which the Funds invest, which may cause the Funds underlying your Policy to lose value. There can be no assurance that we or the Funds or our service providers will avoid losses affecting your Policy due to cyber-attacks or information security breaches in the future.

FEE TABLES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Policy. If the amount of a charge depends on the personal characteristics of the Insured, then the fee table lists the minimum and maximum charges we assess under the Policy, and the fees and charges of a representative Insured with the characteristics set forth in the table. These charges may not be typical of the charges you will pay. On and after the Policy Anniversary when the Insured is age 121, we do not deduct any fees and charges other than the interest charged on loans (if a loan is outstanding).

The first table describes the fees and expenses that you will pay at the time that you pay premiums, surrender the Policy, allow the Policy to Lapse, decrease the Initial Face Amount, transfer Policy Value among the Sub-Accounts and to and from the Fixed Account, and make withdrawals.

Transaction Fees   
Charge    When Charge is Deducted  Amount Deducted —
Maximum Guaranteed Charge  		Amount Deducted —
Current Charge 
Premium Expense Charge:    Upon receipt of each premium payment  3.5% of each premium payment  3.5% of each premium payment 
Surrender Charge: (1)  
Minimum and Maximum Charge  At the time of any surrender, Lapse, or decrease in the Initial Face Amount which may occur if a withdrawal is made and Death Benefit Option A is in effect during the first 10 Policy Years  $2.75 - $56.50 per $1,000 of Initial Face Amount or decrease in Initial Face Amount, as applicable  $2.75 - $56.50 per $1,000 of Initial Face Amount or decrease in Initial Face Amount, as applicable 
Charge for a 49 year old male in the nontobacco class during the first Policy Year  At the time of any surrender, Lapse, or decrease in the Initial Face Amount which may occur if a withdrawal is made and Death Benefit Option A is in effect during the first 10 Policy Years  $37.25 per $1,000 of Initial Face Amount or decrease in Initial Face Amount, as applicable  $37.25 per $1,000 of Initial Face Amount or decrease in Initial Face Amount, as applicable 
Transfer Fee: (2)     Upon each transfer in excess of 12 in a Policy Year  $25 per transfer  $25 per transfer 
Withdrawal Charge:    At the time of each withdrawal of Policy Value  The lesser of 2.0% of the amount withdrawn or $25  The lesser of 2.0% of the amount withdrawn or $25 

(1)  The Surrender Charge varies based on individual characteristics such as the Insured's Issue Age, sex and rate class, and decreases each Policy Year until it reaches zero after the tenth Policy Year. The Surrender Charge shown in the table may not be typical of the charges you will pay. Your Policy's specification page will indicate the charges applicable to your Policy, and more detailed information concerning these charges is available on request from our Home Office.

(2)  Protective Life currently does not assess the transfer fee.


The next table describes the fees and expenses that you will pay periodically during the time that you own the Policy, not including the Funds' fees and expenses.

Periodic Charges Other Than Series Fund Operating Expenses   
Charge    When Charge is Deducted  Amount Deducted —
Maximum Guaranteed Charge  		Amount Deducted —
Current Charge 
Cost of Insurance: (1) (2)  
Minimum and Maximum Charge  On the Policy Effective Date and each Monthly Anniversary Day  $0.01 - $83.33 per $1,000 of Net Amount at Risk  $0.01 - $81.67 per $1,000 of Net Amount at Risk 
Charge for a 49 year old male in the nontobacco class during the first Policy Year  On the Policy Effective Date and each Monthly Anniversary Day  $0.18 per $1,000 of Net Amount at Risk  $0.07 per $1,000 of Net Amount at Risk 
Mortality and Expense Risk Charge:    On the Policy Effective Date and each Monthly Anniversary Day  0.050% multiplied by the Variable Account Value, which is equivalent to an annual rate of 0.60% of such amount  0.017% multiplied by the Variable Account Value, which is equivalent to an annual amount of 0.20% for 10 Policy Years; 0% thereafter.  
Standard Administrative Fee:    On the Policy Effective Date and each Monthly Anniversary Day  $8.00  $8.00 
Administrative Charge (3)  
Minimum and Maximum Charge  On the Policy Effective Date and each Monthly Anniversary Day during first 10 Policy Years  $0.09 - $3.66 per $1,000 of Initial Face Amount  $0.09 - $3.66 per $1,000 of Initial Face Amount 
Charge for a 49 year old male in the nontobacco rate class  On the Policy Effective Date and each Monthly Anniversary Day during first 10 Policy Years  $0.31 per $1,000 of Initial Face Amount  $0.31 per $1,000 of Initial Face Amount 
Administrative Charge For Face Amount Increases: (4)  
Minimum and Maximum Charge  On the Effective Date of the increase and the subsequent 11 Monthly Anniversary Days  $0.39 - $1.74 per $1,000 of any increase in Face Amount  $0.39 - $1.74 per $1,000 of any increase in Face Amount 
Charge for a 49 year old male in the nontobacco rate class  On the Effective Date of the increase and the subsequent 11 Monthly Anniversary Days  $1.09 per $1,000 of any increase in Face Amount  $1.09 per $1,000 of any increase in Face Amount 
Net Cost of Loans (5)     On each Policy Anniversary, as applicable (6)   4.00% (annually) in Policy Years 1 through 10; 2.25% in Policy Years 11 and thereafter  2.00% (annually) for standard loans, 1.00% for carryover loans in Policy Years 1 through 10; 0% for all loans in Policy Years 11 and thereafter 
Optional Supplemental Rider Charges: 
Children's Term Life Insurance Rider    On the Effective Date and each Monthly Anniversary Day  $0.45 per $1,000 of rider coverage amount  $0.45 per $1,000 of rider coverage amount 
Accidental Death Benefit Rider (7)  
Minimum and Maximum Charge  On the Effective Date and each Monthly Anniversary Day  $0.08 - $0.16 per $1,000 of rider coverage amount  $0.08 - $0.16 per $1,000 of rider coverage amount 
Charge for a 34 year old  On the Effective Date and each Monthly Anniversary Day  $0.08 per $1,000 of rider coverage amount  $0.08 per $1,000 of rider coverage amount 
Disability Benefit Rider (8)  
Minimum and Maximum Charge  On the Effective Date and each Monthly Anniversary Day  $1.50 - $24.23 per $100 of rider coverage amount  $1.50 - $24.23 per $100 of rider coverage amount 
Charge for a 39 year old male  On the Effective Date and each Monthly Anniversary Day  $2.70 per $100 of rider coverage amount  $2.70 per $100 of rider coverage amount 
ExtendCare Rider (9)  
Minimum and Maximum Charge  On the Effective Date and each Monthly Anniversary Day  $0.01 - $31.50 per $1,000 of Net Amount at Risk  $0.01 - $16.11 per $1,000 of Net Amount at Risk 
Charge for a 57 year old female in the nontobacco rate class in the First Policy Year with a Face Amount of $250,000 and monthly benefit of $10,800 and an elimination period of 90 days  On the Effective Date and each Monthly Anniversary Day  $0.24 per $1,000 of Net Amount at Risk  $0.09 per $1,000 of Net Amount at Risk 
Protected Insurability Benefit Rider (10)  
Minimum and Maximum Charge  On the Effective Date and each Monthly Anniversary Day  $0.03 - $0.13 per $1,000 of rider coverage amount  $0.03 - $0.13 per $1,000 of rider coverage amount 
Charge for a child less than 6 months old  On the Effective Date and each Monthly Anniversary Day  $0.03 per $1,000 of rider coverage amount  $0.03 per $1,000 of rider coverage amount 
Overloan Protection Endorsement 
Minimum and Maximum Charge  When the Benefit is Exercised  5% of Policy Value  5% of Policy Value 

(1)  Cost of insurance charges vary based on individual characteristics such as the Insured's Issue Age, sex and rate ( i.e. , underwriting) class and the number of years that the Policy has been in force, and the Net Amount at Risk on either the Policy Effective Date or the applicable Monthly Anniversary Date. The charge generally increases with the Issue Age. In determining current cost of insurance charges, we may consider a variety of factors, including those unrelated to mortality experience. The cost of insurance charges shown in the table may not be typical of the charges you will pay. Your Policy's specification page will indicate the guaranteed cost of insurance charges applicable to your Policy, and more detailed information concerning your cost of insurance charges is available on request from our Home Office. Also, before you purchase the Policy, you may request personalized illustrations of hypothetical future benefits under the Policy based upon the Issue Age, sex and rate classification of the Insured, and the Face Amount, planned premiums, and riders requested. The cost of insurance charge shown in the above table has been rounded to the nearest hundredth. See "Charges and Deductions" for additional information.

(2)  See Net Amount at Risk in the Glossary.

(3)  The administrative charge varies based on the Insured's Issue Age, sex and rate class. The administrative charge shown in the table may not be typical of the charges you will pay. Your Policy's specification page will indicate the charges applicable to your Policy, and more detailed information concerning these charges is available on request from our Home Office.

(4)  The administrative charge for Face Amount increases varies based on the Insured's Issue Age, sex, and rate class. The administrative charge shown in the table may not be typical of the charges you will pay. Your Policy's specification page will indicate the charges applicable to your Policy, and more detailed information concerning these charges is available on request from our Home Office.

(5)  The Net Cost of Loans is the difference between the amount of interest we charge you for a loan and the amount of interest we credit based upon the amount in your Loan Account. We charge interest daily on any outstanding loan at the following effective annual rates: (a) 5.00% for standard loans in Policy Years 1-10; (b) 4.00% current (5.00% guaranteed) for carry-over loans in Policy Years 1-10; and (c) 3.00% current (3.25% guaranteed) for all loans in Policy Years 11 and greater. We credit interest annually to the Loan Account on any outstanding loan at an effective annual interest rate of not less than 1.00%.

(6)  As long as a loan is outstanding, loan interest must be paid in arrears on each Policy Anniversary or, if earlier, on the date of loan repayment, Lapse, surrender, termination, or the Insured's death.

(7)  The charge for the Accidental Death Benefit Rider varies based on the Insured's attained age. The rider charge shown in the table may not be typical of the charges you will pay. Your Policy's specifications page will indicate the rider charge applicable to your Policy, and more detailed information concerning this charge is available on request from our Home Office.

(8)  The charge for the Disability Benefit Rider varies based on the Issue Age and sex of the Insured. The rider charge shown in the table may not be typical of the charges you will pay. Your Policy's specifications page will indicate the rider charge applicable to your Policy, and more detailed information concerning this charge is available on request from our Home Office.

(9)  The charge for the ExtendCare Chronic Illness Accelerated Death Benefit Rider varies based on the Insured's Issue Age, sex and rate (i.e. underwriting) class, the number of years that the Policy has been in force, Face Amount and monthly benefit (maximum monthly benefit chosen at the issuance of the Policy). The rider charge shown in the table may not be typical of the charges you will pay. Your Policy's specifications page will indicate the rider charge applicable to your Policy, and more detailed information concerning this charge is available on request from our Home Office.

(10)  The charge for the Protected Insurability Rider varies based on the Insured's Issue Age. The rider charge shown in the table may not be typical of the charges you will pay. Your Policy's specifications page will indicate the rider charge applicable to your Policy, and more detailed information concerning this charge is available on request from our Home Office.


FUND EXPENSES

The next item shows the minimum and maximum total operating expenses deducted from the total net assets of the Funds (before waiver or reimbursement) during the fiscal year ended December 31, 2018. Expenses of the Funds may be higher or lower in the future. More detail concerning each Fund's fees and expenses is contained in the prospectus for each Fund.

Annual Fund Operating Expenses:

Range of Expenses for the Funds

    Minimum    Maximum 
Total Annual Fund Operating Expenses  [___]%  -  [____]% (*)  
(total of all expenses that are deducted from Fund assets, including management fees, 12b-1 fees, and other expenses)       

(*)  The range of Total Annual Fund Operating Expenses shown here does not take into account contractual and voluntary arrangements under which the Funds' advisers currently reimburse Fund expenses or waive fees. Please see the prospectus for each Fund for more information about that Fund's expenses.


For information concerning compensation paid to sales representatives in connection with the sale of the Policies, see "Sale of the Policies."

THE POLICY

Purchasing a Policy

For insurance coverage to take effect under a Policy, you must submit a completed application and at least the minimum initial premium payment through a licensed representative of Protective Life who is also a registered representative of a broker-dealer having a distribution agreement with Investment Distributors, Inc. Protective Life requires satisfactory evidence of the insurability, which may include a medical examination of the Insured. Generally, Protective Life will issue a Policy covering an Insured up to age 80 if evidence of insurability satisfies Protective Life's underwriting rules. Minimum age requirements may apply. Acceptance of an application depends on Protective Life's underwriting rules, and Protective Life may reject an application for any reason. With your consent, a Policy may be issued on a basis other than that applied for (e .g. , on a higher premium class basis due to increased risk factors). A Policy is issued after Protective Life approves the application. Payment of Premium is not a requirement to issue a Policy but your insurance will not take effect until you pay your minimum initial premium. Premium may be collected at the time of Policy delivery.

Insurance coverage under a Policy begins on the Policy Effective Date. Temporary life insurance coverage also may be provided under the terms of a temporary insurance agreement. Under such agreements, the total amount of insurance which may become effective prior to the Policy Effective Date may not exceed $1,000,000 (including the amount of any life insurance and accidental death benefits then in force or applied for with the Company), may be dependent on satisfactory underwriting and other conditions and may not be in effect for more than 60 days. In addition, such agreement may not be issued on proposed Insureds under 15 days of age.

In order to obtain a more favorable Issue Age, Protective Life may permit the Owner to "backdate" a Policy by electing a Policy Effective Date up to six months prior to the date of the original application, subject to state requirements (3 months in Ohio, not allowed in Montana). Charges for the Monthly Deduction for the backdated period are deducted as of the Policy Effective Date and the calculation of the Policy's lapse protection will include the Minimum Monthly Premiums for the backdated period.

The Owner of the Policy may exercise all rights provided under the Policy. The Insured is the Owner, unless a different person or entity is named as Owner in the application. By Written Notice received by Protective Life at the Home Office while the Insured is living, the Owner may name a contingent Owner or a new Owner. If there are joint Owners, all Owners must authorize the exercise of any right under the Policy. Unless the Owner provides otherwise, in the event of one joint Owner's death, ownership passes to any surviving joint Owner(s). Unless a contingent Owner has been named, ownership of the Policy passes to the estate of the last surviving Owner upon his or her death. A change in Owner may have tax consequences. See "Tax Considerations - Other Considerations."

Fees, charges and benefits available under the Policy may vary depending on the state in which the Policy is issued.

Cancellation Privilege

You may cancel your Policy for a refund during the Cancellation Period by returning it to Protective Life's Home Office or to the sales representative who sold it along with a written cancellation request. The Cancellation Period is determined by the law of the state in which the application is signed and is shown in your Policy. In most states it expires at the latest of

  1. 10 days after you receive your Policy, or
  2. 45 days after you sign your application.

Return of the Policy by mail is effective upon receipt by Protective Life. We will treat the Policy as if it had never been issued. Within seven calendar days after receiving the returned Policy, Protective Life will refund the greater of

  1. the premiums paid (after deduction of any Policy fees and other charges, unless prohibited by state law) and,
  2. the sum of the Fixed Account Value and the Variable Account Value determined as of the Valuation Day the returned Policy is received.

This amount may be more or less than the aggregate premiums paid. In states requiring the return of premiums paid, Protective Life will refund the greater of the Policy Value or the premiums paid.

Changes in the Policy or Benefits

At any time Protective Life may make such changes in the Policy as are necessary to assure compliance with any applicable laws or with regulations or rulings issued by a government agency. This includes, but is not limited to, changes necessary to comply at all times with the definition of life insurance prescribed by the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code" or the "Code"). Any such changes will apply uniformly to all affected Policies and Owners will receive notification of such changes.

PREMIUMS

Minimum Initial Premium.  The minimum initial premium required depends on a number of factors, including the age, sex and rate class of the proposed Insured, the Initial Face Amount requested by the applicant, any supplemental riders requested by the applicant and the planned periodic premiums that the applicant selects. Consult your sales representative for information about the initial premium required for the coverage you desire.

Planned Periodic Premiums.  In the application the Owner selects a plan for paying level premiums at specified intervals ( i.e. , quarterly, semi-annually or annually). At the Owner's election, we will also arrange for payment of planned periodic premiums on a monthly basis (on any day except the 29 th , 30 th , or 31 st of a month) under a pre-authorized payment arrangement. You are not required to pay premiums in accordance with these plans. You can pay more or less than planned or skip a planned periodic premium entirely. See "Policy Lapse and Reinstatement." Subject to the limits described below, you can change the amount and frequency of planned periodic premiums at any time by Written Notice to Protective Life at the Home Office. Additional premiums may be required to maintain the Policy, depending on a number of factors including past premiums paid, investment experience and loans and/or withdrawals on the Policy.

Unless you have arranged to pay planned periodic premiums by pre-authorized payment arrangement or have otherwise requested, you will be sent reminder notices for planned periodic premiums.

Unscheduled Premiums.  Subject to the limitations described below, additional unscheduled premiums may be paid in any amount and at any time. By Written Notice to Protective Life at the Home Office, the Owner may specify that all unscheduled premiums are to be applied as repayments of Policy Debt, if any.

Premium Limitations.  Premiums are accepted until Attained Age of 121. Premiums may be paid by any method acceptable to Protective Life. If by check, the check must be from an Owner (or the Owner's designee other than a sales representative), payable to Protective Life, and be dated prior to its receipt at the Home Office.

Additional limitations apply to premiums. Premium payments must be at least $150 ($50 if paid monthly by a pre-authorized payment arrangement) and must be remitted to the Home Office. Protective Life also reserves the right to limit the amount and frequency of any premium payment. In addition, at any point in time aggregate premiums paid under a Policy may not exceed limitations for life insurance policies as set forth in the Internal Revenue Code. See "Tax Considerations" and the discussion of Guideline Premium Limitation and Cash Value Accumulation Test under "Death Benefit Proceeds." Protective Life will immediately refund any portion of any premium payment, with interest thereon, that is determined to be in excess of the limits established by law to qualify a Policy as a contract for life insurance. Protective Life will also monitor Policies and will attempt to notify the Owner on a timely basis if his or her Policy is in jeopardy of becoming a modified endowment contract under the Internal Revenue Code, if applicable. See "Tax Considerations."

Premium Payments Upon Increase in Face Amount.  Depending on the Policy Value at the time of an increase in the Face Amount and the amount of the increase requested, an additional premium payment may be necessary to keep the Policy in force or a change in the amount of planned periodic premiums may be advisable. You will be notified if a premium payment is necessary or a change is appropriate.

Net Premium Allocations

You must indicate in the application how Net Premiums are to be allocated to the Sub-Accounts and/or to the Fixed Account. These allocation instructions apply to both initial and subsequent Net Premiums. You may change the allocation instructions in effect at any time until Attained Age of 121 by Written Notice to Protective Life at the Home Office or by telephone, facsimile, automated telephone system, or via the Internet at www.protective.com. Whole percentages must be used. The sum of the allocations to the Sub-Accounts and the Fixed Account must be equal to 100% of any Net Premiums. Protective Life reserves the right to establish (i) a limitation on the number of Sub-Accounts to which Net Premiums may be allocated and/or (ii) a minimum allocation requirement for the Sub-Accounts and the Fixed Account.

For Policies issued in states where, upon cancellation during the Cancellation Period, Protective Life returns at least your premiums, Protective Life reserves the right to allocate your initial Net Premium (and any subsequent Net Premiums paid during the Cancellation Period) to the Invesco Oppenheimer V.I. Government Money Fund Sub-Account or the Fixed Account until the expiration of the number of days in the Cancellation Period plus 6 days starting from the date that the Policy is mailed from the Home Office. Thereafter, the Policy Value in the Invesco Oppenheimer V.I.Government Money Fund Sub-Account or the Fixed Account and all Net Premiums will be allocated according to your allocation instructions then in effect.

If Protective Life receives a premium payment at the Home Office before 3:00 P.M. Central Time, Protective Life will process the payment as of the Valuation Day it is received. Protective Life processes premium payments received at the Home Office at or after 3:00 P.M. Central Time as of the next Valuation Day. However, premium will not be accepted in connection with an increase in Face Amount until underwriting has been completed. When approved, Net Premium received will be allocated in accordance to your allocation instructions then in effect.

Unless designated by the Owner as a loan repayment, premiums received from Owners (other than planned periodic premiums) are treated as unscheduled premiums.

Protective Life reserves the right to limit the amount and frequency of planned periodic premiums and additional unscheduled premiums (each and "additional premium") under the Policy or the amount and frequency of Net Premiums that may be allocated to the Fixed Account at any time and to refuse to accept such additional premium under the Policy or allocate additional Net Premium to the Fixed Account at any time without prior notice. In all cases, Protective Life will accept additional premium necessary to prevent the Policy from lapsing. Protective Life will notify the Owner that a premium payment may result in a Policy becoming a Modified Endowment Contract ("MEC"), and will accept the premium payment unless otherwise instructed by the Owner. If a premium payment would cause the Policy to no longer qualify as life insurance under the Internal Revenue Code, the Company will refuse to accept the premium payment.

If mandated by law, we may reject a premium payment. We may also provide information about you and your account to a government regulator.

CALCULATION OF POLICY VALUE

Variable Account Value

The Variable Account Value reflects the investment experience of the Sub-Accounts to which it is allocated, any premiums allocated to the Sub-Accounts, transfers in or out of the Sub-Accounts, any withdrawals of Variable Account Value, any Surrender Charges deducted, and Monthly Deductions. There is no guaranteed minimum Variable Account Value. A Policy's Variable Account Value therefore depends upon a number of factors. The Variable Account Value for a Policy at any time is the sum of the Sub-Account Values for the Policy on the Valuation Day most recently completed.

Determination of Units

For each Sub-Account, the Net Premium(s) or unloaned Policy Value transferred are converted into units. The number of units credited is determined by dividing the dollar amount directed to each Sub-Account by the value of the unit for that Sub-Account for the Valuation Day on which the Net Premium(s) or transferred amount is invested in the Sub-Account. Therefore, Net Premiums allocated to or amounts transferred to a Sub-Account under a Policy increase the number of units of that Sub-Account credited to the Policy.

Determination of Unit Value

The unit value at the end of every Valuation Day is the unit value at the end of the previous Valuation Day times the net investment factor, as described below. The Sub-Account Value for a Policy is determined on any day by multiplying the number of units attributable to the Policy in that Sub-Account by the unit value for that Sub-Account on that day.

Net Investment Factor

The net investment factor is an index applied to measure the investment performance of a Sub-Account from one Valuation Period to the next. Each Sub-Account has a net investment factor for each Valuation Period which may be greater or less than one. Therefore, the value of a unit may increase or decrease. The net investment factor for any Sub-Account for any Valuation Period is determined by dividing (1) by (2), where:

  1. is the result of:
    1. the net asset value per share of the Fund held in the Sub-Account, determined at the end of the current Valuation Period; plus
    2. the per share amount of any dividend or capital gain distributions made by the Fund to the Sub-Account, if the "ex-dividend" date occurs during the current Valuation Period; plus or minus
    3. a per share charge or credit for any taxes reserved for, which is determined by Protective Life to have resulted from the operations of the Sub-Account.
  2. is the net asset value per share of the Fund held in the Sub-Account, determined at the end of the last prior Valuation Period.

Fixed Account Value

The Fixed Account Value under a Policy at any time is equal to: (1) the Net Premium(s) allocated to the Fixed Account, plus (2) amounts transferred to the Fixed Account, plus (3) interest credited to the Fixed Account, less (4) transfers from the Fixed Account (including any transfer fees deducted), less (5) withdrawals from the Fixed Account (including any withdrawal charges deducted), less (6) Surrender Charges deducted in the event of a decrease in initial Face Amount, less (7) loan balances, less (8) Monthly Deductions. See "The Fixed Account," for a discussion of how interest is credited to the Fixed Account.

Policy Value Credit

The Policy is eligible for a Policy Value Credit if the Policy is maintained beyond 20 Policy Years. The Policy Value Credit ends immediately upon termination of the Policy. If your Policy is in default or has lapsed, we will not credit your Policy with the Policy Value Credit.

The Policy Value Credit is not guaranteed. We would pay the Policy Value Credit if the expense, mortality, investment, and persistency experience for all Policies issued under this Prospectus is at least as favorable as the Company assumed when the Policies were issued. The Policy Value Credit actually paid will be determined and applied on a uniform and nondiscriminatory basis. The Policy Value Credit percentage, if any, the Company would pay on a monthly basis will be equal to 0.008% (0.1% annualized) of unloaned Policy Value up to the attained age 100 of the Insured. After age 100, the Policy Value Credit will be 0%. Any Policy Value Credit we pay will not be subject to recapture for any reason. The Policy Value Credit is considered investment experience, not premium and is therefore not subject to the premium expense charge.

The Company may modify or discontinue offering the Policy Value Credit on a prospective basis for new policies issued at any time.

The Policy Value Credit, if applicable, will be calculated and applied as follows:

When made, the Company allocates credits to Policy Value among the various Sub-Accounts and the Fixed Account in accordance with the Owner's current allocation instructions for premiums.

For example, assume your Policy is eligible for a Policy Value Credit and the Policy Value on the Monthly Anniversary Day is $50,000 with a loan balance of $10,000. No premiums have been paid on this day, nor has there been a loan, transfer or surrender request on this day. The Policy Value Credit would be calculated as follows:

Assume your current allocation instructions for premiums are as follows: 50% to the Fund A Sub-Account; 30% to the Fund B Sub-Account; 20% to the Fixed Account. The Policy Value Credit would be allocated to the following Funds as follows:

DEATH BENEFIT PROCEEDS

As long as the Policy remains in force, Protective Life will pay the Death Benefit Proceeds upon receipt at the Home Office of Due Proof of Death of the Insured. Protective Life may require return of the Policy. The Death Benefit Proceeds are paid to the primary Beneficiary or a contingent Beneficiary. The Owner may name one or more primary or contingent Beneficiaries. Unless designated irrevocably, the Owner may change the Beneficiary by Written Notice prior to the death of any Owner. If no Beneficiary survives the Insured, the Death Benefit Proceeds are paid to the Owner or the Owner's estate. Death Benefit Proceeds are paid in a lump sum or under a settlement option. Payment of the Death Benefit Proceeds may have tax consequences. See "Tax Considerations - Tax Treatment of Life Insurance Death Benefit Proceeds."

Please note that any Death Benefit payment we make in excess of the Variable Account Value, including payments under any rider, is subject to our financial strength and claims-paying ability.

If an Owner has elected the Income Provider Option Pre-Determined Death Benefit Payout Endorsement, we will pay the Death Benefit Proceeds pursuant to a payment schedule established according to the terms of the endorsement. See "Supplemental Riders and Endorsements."

Limits on Policy Rights

Incontestability.   Unless fraud is involved, Protective Life will not contest the Policy, or any supplemental rider, after the Policy or rider has been in force during the Insured's lifetime for two years from the Policy Effective Date or the effective date of the rider. Likewise, unless fraud is involved, Protective Life will not contest an increase in the Face Amount with respect to statements made in the evidence of insurability for that increase after the increase has been in force during the life of the Insured for two years after the effective date of the increase.

Suicide Exclusion.   If the Insured dies by suicide, while sane or insane, within two years after the Policy Effective Date, the Death Benefit will be limited to the premium payments made before death, less any Policy Debt, liens (including accrued interest) and any withdrawals. If the Insured dies by suicide within two years after an increase in Face Amount, the Death Benefit with respect to the increase will be limited to the sum of the monthly cost of insurance charges made for that increase.

Misstatement of Age or Sex.   If the Insured's age or sex has been misstated in the application for the Policy or in any application for supplemental riders, the Death Benefit under the Policy or such supplemental riders is the amount which would have been provided by the most recent cost of insurance charge, and the cost of such supplemental riders, at the correct age and sex.

Calculation of Death Benefit Proceeds

The Death Benefit Proceeds are equal to the Death Benefit calculated as of the date of the Insured's death, plus benefits under any supplemental riders or endorsements, minus (1) any Policy Debt on that date, (2) any liens for payments made under an accelerated death benefit rider or endorsement including accrued interest, and (3) any past due Monthly Deductions if the Insured died during the grace period.

The calculation of the Death Benefit depends on the Death Benefit option and the federal tax compliance test that you select. You must select the Death Benefit option and the tax compliance test before your Policy is issued. Once the Policy is issued, you may not change the tax compliance test.

Federal Tax Compliance Tests. Under Section 7702 of the Internal Revenue Code, a Policy will generally be treated as life insurance for federal tax purposes if, at all times, it satisfies one of two federal tax compliance tests: (1) the Guideline Premium Limitation/Cash Value Corridor Test, and (2) the Cash Value Accumulation Test.

The Guideline Premium Limitation/Cash Value Corridor Test (“GPT”) has two components, a premium limit component and a corridor component. The premium limit restricts the amount of premium payments that can be paid into the Policy. The corridor requires that the Death Benefit be at least a certain percentage (varying each year by Attained Age of the Insured) of the Policy Value. The Cash Value Accumulation Test (“CVAT”) does not have a premium limit, but does have a corridor that requires that the Death Benefit be at least a certain percentage (varying based on the Attained Age, sex and rate class of the Insured) of the Policy Value, adjusted for certain riders.

In applying for the Policy, you may select either federal tax compliance test. The Death Benefit will vary depending on which test is selected. There are a number of considerations involved in deciding which test to use.

For example, if your goal is to maximize your Cash Value in early Policy Years relative to the Policy’s Death Benefit and other benefits, you may want to consider selecting the CVAT because it generally permits more premiums to be paid in early Policy years. The CVAT may require the Policy to have a higher Death Benefit relative to the Policy’s Cash Value in later Policy Years, however, which could increase the mortality charges that will apply in those later years.

Alternatively, if your goal is to maximize your Cash Value in later Policy Years relative to the Policy’s Death Benefit and other benefits, you may want to consider selecting the GPT and paying premiums up to the maximum permitted by the GPT. Funding a Policy in this manner may allow for lower mortality charges in later Policy Years in comparison with the mortality charges that would apply under a Policy tested under the CVAT.

Which federal tax compliance test is better for you will depend on not only your goals, but on a number of other considerations. These other considerations include, but are not limited to, the characteristics of the Insured, the amount and timing of premiums that will be paid, and the earnings under the Policy.

The Death Benefit Option you choose will also affect the amount of your Death Benefit. If the GPT applies to the Policy, under Death Benefit Option A, your Death Benefit will generally be the Face Amount. However, the Death Benefit may vary based on the Policy Value if the Policy Value multiplied by the applicable specified percentage is greater than the Face Amount under the Policy. Under Death Benefit Option B, your Death Benefit will always vary with Policy Value.

Similarly, if the CVAT applies to the Policy, under Death Benefit Option A, your Death Benefit will generally be the Face Amount. However, the Death Benefit may vary based on the Policy Value if the minimum death benefit is greater than the Face Amount under the Policy. Under Death Benefit Option B, your Death Benefit will always vary with the Policy Value. See “Death Benefit Options” for detailed information about each Death Benefit Option.

You should consult your registered representative for more information about which federal tax compliance test and death benefit option you should choose in light of your specific goals and circumstances.

The Death Benefit Proceeds are payable when Protective Life receives a properly completed claim form and Due Proof of Death of the Insured while the Policy is in force. The Death Benefit Proceeds will be paid to the Beneficiary, or Beneficiaries, in a lump sum, unless a Settlement Option has been selected. If there is more than one Beneficiary, each Beneficiary must submit instructions in Good Order specifying the manner in which they wish to receive their portion of the Death Benefit Proceeds. The Death Benefit Proceeds are determined as of the date of the Insured’s death and are moved to the general account until payment is made. Protective Life will pay interest on the Death Benefit Proceeds payable to each Beneficiary determined in accordance with applicable state law to the date of payment.

Death Benefit Options

Death Benefit Options Under Policies Complying with the Guideline Premium Limitation/Cash Value Corridor Test.  If the Policy is not issued with a Cash Value Accumulation Test, it will satisfy the Guideline Premium Limitation/Cash Value Corridor Test of federal tax law and the Death Benefit is determined as follows:

The specified percentage under both options is 250% when the Insured has reached an Attained Age of 40 or less by date of death, and decreases each year thereafter to 100% when the Insured has reached an Attained Age of 95 or greater at death. A table showing these percentages for Attained Ages 0 to 95 and examples of Death Benefit calculations for both Death Benefit Options are found in Appendix A.

Under Death Benefit Option A, the Death Benefit remains level at the Face Amount unless the Policy Value multiplied by the specified percentage of Policy Value exceeds that Face Amount, in which event the Death Benefit varies as the Policy Value varies. Owners who are satisfied with the amount of their insurance coverage under the Policy and who prefer to have favorable investment performance and additional premiums reflected in higher Policy Value, rather than increased Death Benefits, generally should select Option A. Under Death Benefit Option B, the Death Benefit always varies as the Policy Value varies (although it is never less than the Face Amount). Owners who prefer to have favorable investment performance and additional premiums reflected in increased Death Benefits generally should select Option B.

Death Benefit Options Under Policies Complying with the Cash Value Accumulation Test.  If the Policy is issued with a Cash Value Accumulation Test, the Death Benefit is determined as follows:

The minimum death benefit at any time is the amount of level death benefit that the Policy Value would purchase if paid as a net single premium at such time. Such net single premium is determined according to the Cash Value Accumulation Test prescribed under Section 7702 of the Internal Revenue Code, as amended or its successor, if such amendment or successor is applicable to the Policy.

For purposes of determining this net single premium, the mortality charges taken into account generally are the maximum mortality charges guaranteed under the Policy. Such charges do not, however, exceed the maximum charges permitted to be taken into account under the Cash Value Accumulation Test of Section 7702. In determining the net single premium, the interest rate taken into account is the greater of an annual effective interest rate of 4 percent or the annual effective credited interest rate or rates guaranteed on issuance of the Policy. For purposes of calculating the Cash Value Accumulation Test, the Policy is deemed to mature on the date the Insured attains age 100, and the Policy Value deemed to exist on such date shall not exceed the least amount payable as a death benefit at any time under the Policy.

Owners who are satisfied with the amount of their insurance coverage under the Policy and who prefer to have favorable investment performance and additional premiums reflected in higher Policy Value, rather than increased Death Benefits, generally should select Option A. Under Death Benefit Option B, the Death Benefit always varies as the Policy Value varies (although it is never less than the Face Amount). Owners who prefer to have favorable investment performance and additional premiums reflected in increased Death Benefits generally should select Option B.

Examples of Death Benefit calculations for both Death Benefit Options under the Cash Value Accumulation Test are found in Appendix A.

Changing Death Benefit Options

The Owner must indicate a Death Benefit Option in the application for the Policy. On or after the first Policy Anniversary, the Owner may change the Death Benefit Option on the Policy subject to the following rules. The request must be received in writing in Good Order at the Home Office. After any change, the Face Amount must be at least $100,000. The effective date of the change will be the Monthly Anniversary Day that coincides with or next follows the day that Protective Life approves the request. Protective Life may require satisfactory evidence of insurability. All changes must be approved by Protective Life at the Home Office before they will be effective. Protective Life reserves the right to decline to change the Death Benefit Option if the change would cause the Policy to fail to qualify as a life insurance contract under the Internal Revenue Code.

When a change from Option A to Option B is made, the Face Amount after the change is effected will be equal to the Face Amount before the change less the Policy Value on the effective date of the change. When a change from Option B to Option A is made, the Face Amount after the change will be equal to the Face Amount before the change is effected plus the Policy Value on the effective date of the change. There will be no Surrender Charge for a Face Amount reduction resulting from a Death Benefit Option change.

Changing the Face Amount

On or after the first Policy Anniversary, the Owner may request a change in the Face Amount. The request must be received in writing in Good Order at the Home Office.

Increasing the Face Amount.  Any increase in the Face Amount must be at least $10,000 and an application must be submitted in Good Order. Protective Life reserves the right to require satisfactory evidence of insurability. In addition, the Insured's current Attained Age must be less than the maximum Issue Age for the Policies, as determined by Protective Life from time to time. A change in planned periodic premiums may be advisable. See "Premiums Upon Increase in Face Amount." The increase in Face Amount will become effective as of the date shown on the supplemental Policy Specifications Page (which will be sent to you), and the Policy Value will be adjusted to the extent necessary to reflect a Monthly Deduction as of the effective date based on the increase in Face Amount. When the Policy's lapse protection is in effect, the Policy's Minimum Monthly Premium amount will also generally be increased.

An administrative fee will be charged for the first twelve months following an increase in the Face Amount.

As with the Policy itself, a Face Amount increase is subject to a cancellation privilege. Therefore, the Owner may exercise the privilege by canceling any increase in Face Amount within the prescribed Cancellation Period. In such an event, unless the Owner requests otherwise, an amount will be refunded ( i.e. , credited back to the Policy Value) as described above except that if no additional premiums were required in connection with the Face Amount increase, then the amount refunded is limited to that portion of the first Monthly Deduction following the increase that is attributable to cost of insurance charges for the increase and the monthly administrative fee for the increase. Increasing the Face Amount of the Policy may increase the Death Benefit and may have the effect of increasing monthly cost of insurance charges. Increasing the Face Amount may also have tax consequences. See "Tax Considerations - Other Considerations." Please consult your tax advisor.

Decreasing the Face Amount.  If a decrease in the Face Amount would result in total premiums paid exceeding the premium limitation prescribed under current tax law to qualify your Policy as a life insurance contract, Protective Life will immediately return to you the amount of such excess above the premium limitation. Although Protective Life will attempt to notify an Owner if a decrease in the Face Amount will cause a Policy to be considered a modified endowment contract, we will not automatically return premium. See "Tax Considerations - Policies which are MECs."

Protective Life reserves the right to decline a request to decrease the Face Amount if compliance with the Guideline Premium Limitation under current tax law resulting from such a decrease would result in immediate termination of the Policy, or if to effect the requested decrease, payments to the Owner would have to be made from Policy Value for compliance with the Guideline Premium Limitation, and the amount of such payments would exceed the Surrender Value under the Policy.

The Face Amount after any decrease must be at least $100,000. Protective Life prohibits any elected decrease in Face Amount (1) for the first 3 Policy Years; (2) for 3 years following an increase in Face Amount; and (3) for one Policy Year following the last decrease in Face Amount. If the Initial Face Amount of the Policy has been increased prior to the requested decrease, then the decrease will first be applied against any previous increases in Face Amount in the reverse order in which they occurred. The decrease will then be applied to the Initial Face Amount. A decrease in Face Amount will become effective on the Monthly Anniversary Day that coincides with or next follows receipt and acceptance of a request at the Home Office.

Decreasing the Face Amount of the Policy may reduce the Death Benefit and may have the effect of decreasing monthly cost of insurance charges. However, if the initial Face Amount is decreased during the first 10 Policy Years, a Surrender Charge will apply. Decreasing the Face Amount also may have tax consequences. See "Tax Considerations - Certain Distributions Required by the Tax Law in the First 15 Years."

Settlement Options

The Company offers a variety of ways of receiving proceeds payable under the Policy, such as on surrender or death, other than in a lump sum. Any sales representative authorized to sell this Policy can further explain these settlement options upon request. All of these settlement options are forms of fixed-benefit annuities, which do not vary with the investment performance of a separate account. Under each of the fixed-benefit settlement options, no surrender or withdrawal may be made once payments have begun.

The following settlement options may be elected.

Option 1 — Payment for a Fixed Period.  Equal monthly payments will be made for any period of up to 30 years. The amount of each payment depends on the total amount applied, the period selected and the monthly payment rates Protective Life is using when the first payment is due.

Option 2 — Life Income with Payments for a Guaranteed Period.  Equal monthly payments are based on the life of the named annuitant. Payments will continue for the lifetime of the annuitant with payments guaranteed for 10 or 20 years. Payments stop at the end of the selected guaranteed period or when the named person dies, whichever is later.

Option 3 — Interest Income.  Protective Life will hold any amount applied under this option. Interest on the unpaid balance will be paid each month at a rate determined by Protective Life. This rate will not be less than the equivalent of 1% per year.

Option 4 — Payments for a Fixed Amount.  Equal monthly payments will be made of an agreed fixed amount. The amount of each payment may not be less than $10 for each $1,000 applied. Interest will be credited each month on the unpaid balance and added to it. This interest will be at a rate set by us, but not less than an effective rate of 1% per year. Payments continue until the amount Protective Life holds runs out. The last payment will be for the balance only.

Minimum Amounts.  Protective Life reserves the right to pay the total amount of the Policy in one lump sum, if less than $5,000. If monthly payments are less than $50, payments may be made quarterly, semi-annually, or annually at Protective Life's option.

Other Requirements.  Settlement options must be elected by Written Notice in Good Order received by Protective Life at the Home Office. The Owner may elect settlement options during the Insured's lifetime; Beneficiaries may elect settlement options thereafter if Death Benefit Proceeds are payable in a lump sum. The effective date of an option applied to Death Benefit Proceeds is the date the Due Proof of Death of the Insured is received at the Home Office. The effective date of an option applied to Surrender Value is effective date of the surrender.

If Protective Life has available, at the time a settlement option is elected, options or rates on a more favorable basis than those guaranteed, the higher benefits will apply.

Escheatment of Death Benefit

Every state has unclaimed property laws which generally declare life insurance policies to be abandoned after a period of inactivity of 3 to 5 years from the date the Death Benefit is due and payable. For example, if the payment of a Death Benefit has been triggered, but, if after a thorough search, Protective Life is still unable to locate the Beneficiary of the Death Benefit, or the Beneficiary does not come forward to claim the Death Benefit in a timely manner, the Death Benefit will be paid to the abandoned property division or unclaimed property office of the state in which the Beneficiary or the Owner last resided, as shown on our books and records, or to our state of domicile. This "escheatment" is revocable, however, and the state is obligated to pay the Death Benefit (without interest) if your Beneficiary steps forward to claim the Death Benefit with the proper documentation. To prevent such escheatment, it is important that you update your Beneficiary designations, including addresses, if and as they change. Such updates should be communicated in writing, by telephone, or other approved electronic means to the Home Office.

TRANSFERS OF POLICY VALUE

Upon receipt of Written Notice in Good Order to Protective Life at the Home Office you may transfer the Fixed Account Value or any Policy Value in a Sub-Account to other Sub-Accounts or the Fixed Account, subject to certain restrictions described below. Transfer requests (including telephone transfer requests - described below) received at the Home Office before 3:00 P.M. Central Time are processed as of the Valuation Day the request is received. Requests received in Good Order at or after 3:00 P.M. Central Time are processed as of the next Valuation Day. Protective Life may, however defer transfers under the same conditions that payment of Death Benefit Proceeds, withdrawals and surrenders may be delayed. See "Suspension or Delay of Payments." The minimum amount that may be transferred is the lesser of $100 or the entire amount in any Sub-Account or the Fixed Account from which the transfer is made. If, after the transfer, the amount remaining in a Sub-Account(s) or the Fixed Account would be less than $100, Protective Life reserves the right to transfer the entire amount instead of the requested amount. Protective Life reserves the right to restrict the maximum amount which may be transferred from the Fixed Account in any Policy Year. The maximum is currently the greater of $2,500 or 25% of the Fixed Account Value. Due to this limitation, if you want to transfer all of your Policy Value from the Fixed Account to the Variable Account, it may take several years to do so. Protective Life reserves the right to limit transfers to 12 per Policy Year. For each additional transfer over 12 in any Policy Year, Protective Life reserves the right to charge a transfer fee. We will give written notice thirty (30) days before we impose a transfer fee or limit the number of transfers. The transfer fee, if any, is deducted from the amount being transferred. Protective Life reserves the right to terminate, suspend or modify transfer privileges at any time.

Limitations on frequent transfers, including "market timing" transfers.  Frequent transfers may involve an effort to take advantage of the possibility of a lag between a change in the value of a Fund's portfolio securities and the reflection of that change in the Fund's share price. This strategy, sometimes referred to as "market timing," involves an attempt to buy shares of a Fund at a price that does not reflect the current market value of the portfolio securities of the Fund, and then to realize a profit when the Fund shares are sold the next Valuation Day or thereafter.

When you request a transfer among the Sub-Accounts, your request triggers the purchase and redemption of Fund shares. Frequent transfers cause frequent purchases and redemptions of Fund shares. Frequent purchases and redemptions of Fund shares can cause adverse effects for a Fund, Fund shareholders, the Variable Account, other Owners, beneficiaries or Owners of other variable life insurance policies we issue that invest in the Variable Account. Frequent transfers can result in the following adverse effects:

In order to try to protect our Policy Owners and the Funds from the potential adverse effects of frequent transfer activity, the Company has implemented certain market timing policies and procedures (the "Market Timing Procedures"). Our Market Timing Procedures are designed to detect and prevent frequent, short-term transfer activity that may adversely affect the Funds, Fund shareholders, the Variable Account, other Policy Owners' beneficiaries and Policy Owners of other variable life policies we issue that invest in the Variable Account.

We monitor transfer activity in the Policies to identify frequent transfer activity in any Policy. Our current Market Timing Procedures are intended to detect transfer activity in which the transfers exceed a certain dollar amount and a certain number of transfers involving the same Sub-Accounts within a specific time period. We regularly review transaction reports in an attempt to identify transfers that exceed our established parameters. We do not include transfers made pursuant to the dollar-cost averaging and Portfolio Rebalancing programs when monitoring for frequent transfer activity.

When we identify transfer activity exceeding our established parameters in a Policy or group of Policies that appear to be under common control, we suspend non-written methods of requesting transfers for that Policy or group of Policies. All transfer requests for the affected Policy or group of Policies must be made by Written Notice in Good Order to the Home Office. We notify the affected Policy Owner(s) in writing of these restrictions.

In addition to our Market Timing Procedures, the Funds may have their own market timing policies and restrictions. While we reserve the right to enforce the Funds' policies and procedures, Owners and other persons with interests under the Policies should be aware that we may not have the contractual authority or the operational capacity to apply the market timing policies and procedures of the Funds. However, under SEC rules, we are required to: (1) enter into a written agreement with each Fund or its principal underwriter that obligates us to provide to the Fund promptly upon request certain information about the trading activity of individual Owners, and (2) execute instructions from the Fund to restrict or prohibit further purchases or transfers by specific Owners who violate the market timing policies established by the Fund.

Some of the Funds have reserved the right to temporarily or permanently refuse payments or transfer requests from us if, in the judgment of the Fund's investment adviser, the Fund would be unable to invest effectively in accordance with its investment objective or policies, or would otherwise potentially be adversely affected. To the extent permitted by law, we reserve the right to delay or refuse to honor a transfer request, or to reverse a transfer at any time we are unable to purchase or redeem shares of any of the Funds because of the Fund's refusal or restriction on purchases or redemptions. We will notify the Policy Owner(s) of any refusal or restriction on a purchase or redemption by a Fund relating to that Policy Owner's transfer request. Some Funds also may impose redemption fees on short-term trading ( i.e. , redemptions of mutual Fund shares within a certain number of business days after purchase). We also reserve the right to implement, administer, and collect any redemption fees imposed by any of the Funds. You should read the prospectus of each of the Funds for more information about its ability to refuse or restrict purchases or redemptions of its shares, which may be more or less restrictive than our Market Timing Procedures and those of other Funds, and to impose redemption fees.

We apply our Market Timing Procedures consistently to all Policy Owners without special arrangement, waiver or exception. We reserve the right to change our Market Timing Procedures at any time without prior notice as we deem necessary or appropriate to better detect and deter potentially harmful frequent transfer activity, to comply with state or federal regulatory requirements, or both. We may change our parameters to monitor for different dollar amounts, number of transfers, time period of the transfers, or any of these.

Policy Owners seeking to engage in frequent transfer activity may employ a variety of strategies to avoid detection. Our ability to detect and deter such transfer activity is limited by operational systems and technological limitations. Furthermore, the identification of Policy Owners determined to be engaged in transfer activity that may adversely affect others involves judgments that are inherently subjective. Accordingly, despite our best efforts, we cannot guarantee that our Market Timing Procedures will detect or deter every potential market timer. In addition, because other insurance companies, retirement plans, or both may invest in the Funds, we cannot guarantee that the Funds will not suffer harm from frequent transfer activity in contracts or policies issued by other insurance companies or by retirement plan participants.

Reservation of Rights

Protective Life reserves the right without prior notice to modify, restrict, suspend or eliminate the transfer privileges (including telephone transfers) at any time, for any class of Policies, for any reason. In particular, we reserve the right not to honor transfer requests by a third party holding a power of attorney from an Owner where that third party requests simultaneous transfers on behalf of the Owners of two or more Policies. In the event Protective Life chooses to exercise these rights, we will notify the affected Owners in writing or through a supplement to this Prospectus.

Telephone Transfers

Transfers may be made upon instructions given by telephone, provided the appropriate election has been made on the application or written authorization is provided.

Protective Life will confirm all transfer instructions communicated by telephone. For telephone transfers we require a form of personal identification prior to acting on instructions received by telephone. We also make a tape-recording of the instructions given by telephone. If we follow these procedures we are not liable for any losses due to unauthorized or fraudulent instructions. Protective Life reserves the right to suspend telephone transfer privileges at any time for any class of Policies.

A number of telephonic or electronic services may be available or become available in the future. Telephone and online transfers, and transfers via facsimile, may not always be available. Telephone and computer systems, whether yours, your service provider's, your agent's, or ours, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt of your request. If you are experiencing problems, you should make your transfer request in writing to the Home Office.

Dollar-Cost Averaging

If you elect at the time of application or at any time thereafter by Written Notice in Good Order to Protective Life at the Home Office, you may systematically and automatically transfer, on a monthly or quarterly basis, specified dollar amounts from a Sub-Account (the "Source Sub-Account") or the Fixed Account to one or more other specified Sub-Accounts, subject to the following restriction: no transfers may be made into the Fixed Account. This is known as the dollar-cost averaging method of investment. By transferring on a regularly scheduled basis as opposed to allocating the total amount at one particular time, you may be less susceptible to the impact of market fluctuations in Sub-Account unit values. Protective Life, however, makes no guarantee that the dollar-cost averaging method will result in a profit or protect against loss.

To elect dollar-cost averaging, Policy Value in the Source Sub-Account or the Fixed Account must be at least $5,000 at the time of election. Automatic transfers for dollar-cost averaging are subject to all transfer restrictions other than the maximum transfer amount from the Fixed Account restriction and limits on frequent transfer activity. You may elect dollar cost averaging for periods of at least 6 months but no longer than 48 months. At least $100 must be transferred each month or $300 each quarter. Dollar-cost averaging transfers may commence on any day of the month that you request except the 29th, 30th, or 31st. If no day is selected, transfers will occur on the Monthly Anniversary Day. We have the right to restrict these transfers until 6 days after the end of the Cancellation Period.

Once elected, Protective Life will continue to process dollar-cost averaging transfers until the earlier of the following: (1) the number of designated transfers has been completed, (2) the Policy Value in the appropriate source Sub-Account or the Fixed Account is depleted, (3) the Owner, by Written Notice received by Protective Life at the Home Office, instructs Protective Life to cease the automatic transfers, (4) a grace period begins under the Policy, or (5) the maximum amount of Policy Value has been transferred under a dollar-cost averaging election.

Automatic transfers made to facilitate dollar-cost averaging will not count toward the 12 transfers permitted each Policy Year if Protective Life elects to limit the number of transfers or impose the transfer fee. Protective Life reserves the right to discontinue offering automatic dollar-cost averaging transfers upon 30 days written notice.

Portfolio Rebalancing

At the time of application or at any time thereafter by Written Notice in Good Order to Protective Life, you may instruct Protective Life to automatically transfer, on a quarterly, semi-annual or annual basis, your Variable Account Value among specified Sub-Accounts to achieve a particular percentage allocation of Variable Account Value among such Sub-Accounts ("Portfolio Rebalancing"). Such percentage allocations must be in whole numbers and must allocate amounts only among the Sub-Accounts. No amounts will be transferred to the Fixed Account as part of Portfolio Rebalancing. A minimum Variable Account Value of $100 is required for Portfolio Rebalancing. Unless you instruct otherwise when electing rebalancing, the percentage allocation of your Variable Account Value for Portfolio Rebalancing will be based on your premium allocation instructions in effect at the time of rebalancing. Any allocation instructions, including Portfolio Rebalancing allocation instructions, that you give us that differ from your then current Net Premium allocation instructions will be deemed to be a request to change your Net Premium allocation. Portfolio Rebalancing may commence on any day of the month that you request except the 29th, 30th or 31st. If no day is selected, rebalancing will occur on each applicable Monthly Anniversary Day. We have the right to restrict Portfolio Rebalancing until six days after the end of the Cancellation Period.

Once elected, Portfolio Rebalancing begins on the first quarterly, semi-annual or annual anniversary following election. You may change or terminate Portfolio Rebalancing by Written Notice in Good Order received by Protective Life at the Home Office, or by telephone if you have previously authorized us to take telephone instructions. If Protective Life elects to limit the number of transfers or impose the transfer fee Portfolio Rebalancing transfers will not count as one of the 12 free transfers available during any Policy Year. Protective Life reserves the right to discontinue Portfolio Rebalancing upon 30 days written notice.

Note : You may elect Portfolio Rebalancing while at the same time you transfer from a Source Sub-Account specified dollar amounts to other specified Sub-Accounts under the Dollar-Cost Averaging program. If you select as your Source Sub-Account a Sub-Account rather than the Fixed Account, however, the Portfolio Rebalancing program may reallocate amounts transferred from the Source Sub-Account back to that Source Sub-Account based on your Portfolio Rebalancing allocation instructions, and thereby undermine to some degree your selection of the Source Sub-Account as a Sub-Account from which transfers under the Dollar-Cost Averaging program would be made. Conversely, transfers under the Dollar-Cost Averaging program may cause your allocation of Variable Account Value among the Sub-Accounts to differ from the percentage allocations you specify in your Portfolio Rebalancing allocation instructions. Accordingly, we recommend that you consult with your financial advisor before electing Portfolio Rebalancing while at the same time engaging in Dollar-Cost Averaging.

SURRENDERS AND WITHDRAWALS

Surrender Privileges

At any time while the Policy is still in force and while the Insured is still living, you may surrender your Policy for its Surrender Value. Surrender Value is determined as of the end of the Valuation Period during which the Written Notice in Good Order requesting the surrender, the Policy and any other required documents are received by Protective Life at the Home Office. Valuation Periods end at the close of regular trading on the New York Stock Exchange, which is generally at 3:00 p.m. Central Time. Protective Life will process any surrender request in Good Order received at the Home Office at or after the end of the Valuation Period on the next Valuation Day. A Surrender Charge may apply. The Surrender Value is paid in a lump sum unless the Owner requests payment under a settlement option. Payment is generally made within 7 calendar days. A Policy which terminates upon surrender cannot later be reinstated. Surrenders may have tax consequences. See "Tax Considerations."

Withdrawal Privileges

At any time after the first Policy Year, an Owner, by Written Notice in Good Order received at the Home Office, may make a withdrawal of Surrender Value of not less than $500. Protective Life will withdraw the amount requested, plus a withdrawal charge and, if applicable, a Surrender Charge, from unloaned Policy Value as of the end of the Valuation Period during which the Written Notice in Good Order is received at the Home Office. Valuation Periods end at the close of regular trading on the New York Stock Exchange, which is generally at 3:00 p.m. Central Time.

Protective Life will process any withdrawal request in Good Order received at the Home Office at or after the end of the Valuation Period on the next Valuation Day.

The Owner may specify the amount of the withdrawal to be made from any Sub-Account or the Fixed Account. If the Owner does not so specify, or if the Sub-Account Value or Fixed Account Value is insufficient to carry out the request, the withdrawal from each Sub-Account and the Fixed Account is based on the proportion that such Sub-Account(s) Value and Fixed Account Value bears to the total unloaned Policy Value on the Valuation Day immediately prior to the Withdrawal. Payment is generally made within seven calendar days.

If Death Benefit Option A is in effect, Protective Life will reduce the Face Amount by the amount withdrawn if total withdrawals in a Policy Year exceed $5,000. The Company reserves the right to increase or decrease the amount of total withdrawals that will not result in a reduction of the Face Amount, or terminate the ability to withdraw any amount that does not trigger a reduction in the Face Amount. Protective Life may reject a withdrawal request if the withdrawal would reduce the Face Amount below the minimum amount for which the Policy would be issued under Protective Life's then-current rules, or if the withdrawal would cause the Policy to fail to qualify as a life insurance contract under applicable tax laws, as interpreted by Protective Life. If the Face Amount at the time of the withdrawal includes increases from the Initial Face Amount and the withdrawal requires a decrease of Face Amount, the reduction is made first from the most recent increase, then from prior increases, if any, in reverse order of their being made and finally from the Initial Face Amount. Withdrawals may have tax consequences. See "Tax Considerations."

POLICY LOANS

You may obtain two types of loans under a Policy, a standard loan and/or a carry-over loan. A carry-over loan is a loan which is transferred from another policy that is exchanged for the Policy under Section 1035 of the Internal Revenue Code. A carry-over loan must be approved by Protective Life and can only be executed at the time of issue. After the first Policy Year while the Policy has Cash Value and the Insured is still living, you may borrow from Protective Life under a standard loan using the Policy as the security for the loan. A standard loan is any loan that is not a carry-over loan. Policy loans must be requested by Written Notice in Good Order received at the Home Office. Generally the minimum loan amount is $500 and the maximum loan amount is 90% of the Policy's Cash Value. This maximum is reduced by any Policy Debt or any lien outstanding (including accrued interest) on the Valuation Day your loan request is received. Outstanding Policy Debt and any lien therefore reduces the amount available for new Policy loans. Loan proceeds generally are mailed within seven calendar days of the loan being approved.

Loan Collateral

When a Policy loan is made, an amount equal to the loan is transferred out of the Sub-Accounts and the Fixed Account and into a Loan Account established for the Policy. Like the Fixed Account, a Policy's Loan Account is part of Protective Life's General Account and amounts therein earn interest as credited by Protective Life from time to time. Because Loan Account values are part of Policy Value, a loan will have no immediate effect on the Policy Value. In contrast, Surrender Value (including, as applicable, Variable Account Value and Fixed Account Value) under a Policy is reduced immediately by the amount transferred to the Loan Account. The Owner can specify the Sub-Accounts and the Fixed Account from which collateral is transferred to the Loan Account. If no allocation is specified, collateral is transferred from each Sub-Account and from the Fixed Account in the same proportion that the value in each Sub-Account and the Fixed Account bears to the total unloaned Policy Value on the date that the loan is made.

On each Policy Anniversary, an amount of Policy Value equal to any due and unpaid loan interest (explained below), is also transferred to the Loan Account. Such interest is transferred from each Sub-Account and the Fixed Account in the same proportion that each Sub-Account Value and the Fixed Account Value bears to the total unloaned Policy Value.

Loan Repayment

You may repay all or part of your Policy Debt (the amount borrowed plus unpaid interest) at any time while the Insured is living and the Policy is in force. Loan repayments in Good Order must be sent to the Home Office and are credited as of the Valuation Day received. The Owner may specify by Written Notice that any unscheduled premiums paid while a loan is outstanding be applied as loan repayments. (Loan repayments, unlike unscheduled premium payments, are not subject to the premium expense charge.) When a loan repayment is made, Policy Value in the Loan Account in an amount equal to the repayment is transferred from the Loan Account to the Sub-Accounts and the Fixed Account. Thus, a loan repayment will have no immediate effect on the Policy Value, but the Surrender Value (including, as applicable, Variable Account Value and Fixed Account Value) under a Policy is increased immediately by the amount transferred from the Loan Account. Unless specified otherwise by the Owner(s), amounts are transferred to the Sub-Accounts and the Fixed Account in the same proportion that Net Premiums are allocated. Protective Life's ability to credit interest on Policy Value in the Loan Account is subject to the Company's financial strength and claims paying ability.

Interest

Protective Life charges interest daily on any outstanding loan at the following effective annual rates:

Loan Interest Rates   
    Current Standard Loan Charge  Guaranteed Standard Loan Charge  Current Carry-Over Loan Charge  Guaranteed Carry-Over Loan Charge 
Policy Years 1-10   5.00%  5.00%  4.00%  5.00% 
Policy Years 11 and greater   3.00%  3.25%  3.00%  3.25% 

Interest will accrue daily on any outstanding loan, and is considered part of Policy Debt. Interest is due and payable at the end of each Policy Year. We will notify you of the amount due. If interest is not paid when due, the amount of the interest is added to the principal amount of the loan. If the interest payment is received prior to or on the policy anniversary date it will be applied as of the anniversary date. If the interest payment is received after the anniversary date it will be applied as of the Valuation Day it is received and credited as a partial loan repayment.

The Loan Account is credited with an effective annual interest rate of not less than 1% (3% current). Protective Life determines the rate of interest to be credited to the Loan Account and may redetermine it at any time. On each Policy Anniversary, the interest earned on the Loan Account since the previous Policy Anniversary is transferred to the Sub-Accounts and to the Fixed Account. The interest is transferred and allocated to the Sub-Accounts and the Fixed Account in the same proportion that Net Premiums are allocated. Protective Life's ability to credit interest on Policy Value in the Loan Account is subject to the Company's financial strength and claims paying ability.

The difference between the rate of interest charged on borrowed money and the rate credited on the Loan Account is the net cost of the loan. The net cost of loans is set forth in the table below.

Net Cost of Loans   
    Current Standard Loan  Guaranteed Standard Loan  Current Carry-Over Loan  Guaranteed Carry-Over Loan 
Policy Years 1-10   2.00%  4.00%  1.00%  4.00% 
Policy Years 11 and greater   0.00%  2.25%  0.00%  2.25% 

Non-Payment of Policy Loan

If the Insured dies while a loan is outstanding, the Policy Debt (which includes any accrued but unpaid interest) is deducted from the Death Benefit in calculating the Death Benefit Proceeds.

If the Loan Account Value exceeds the Cash Value less any lien and accrued interest ( i.e. , the Surrender Value becomes zero) on any Valuation Day, you must pay that excess amount. The Company will send you (or any assignee of record) a notice of the amount you must pay. You must pay this amount within 31 days after the notice is sent, or the Policy will Lapse.

Effect of Policy Loans

A loan, whether or not repaid, has a permanent effect on the Death Benefit and Policy Value because the investment results of the Sub-Accounts and current interest rates credited on Fixed Account Value do not apply to Policy Value in the Loan Account. The larger the loan and longer the loan is outstanding, the greater will be the effect of Policy Value held as collateral in the Loan Account. Depending on the investment results of the Sub-Accounts or credited interest rates for the Fixed Account while the loan is outstanding, the effect could be favorable or unfavorable. Policy loans also may increase the potential for Lapse if investment results of the Sub-Accounts to which Surrender Value is allocated is unfavorable. Since interest credited on the Loan Account is transferred to the Sub-Accounts, even if the interest rate charged on the Policy Debt is equal to the rate credited on Policy Value in the Loan Account, unpaid interest will be added to the outstanding loan balance and will increase Policy Debt. If a Policy lapses with loans outstanding, certain amounts may be subject to income tax. In addition, if your Policy is a "modified endowment contract," loans may be currently taxable and subject to a 10% penalty tax. See "Tax Considerations," for a discussion of the tax treatment of Policy loans.

SUSPENSION OR DELAYS IN PAYMENTS

Protective Life will ordinarily pay any Death Benefit proceeds, Policy loans, withdrawals, or surrenders within seven calendar days after receipt at the Home Office of all the documents required for such a payment. Other than the Death Benefit, which is determined as of the date of death of the Insured, the amount will be determined as of the Valuation Day of receipt of all required documents in Good Order at the Home Office. However, Protective Life may delay making a payment or processing a transfer request if (1) the New York Stock Exchange is closed for other than a regular holiday or weekend, trading on the Exchange is restricted by the SEC, or the SEC declares that an emergency exists as a result of which the disposal or valuation of Variable Account assets is not reasonably practicable; (2) the SEC by order permits postponement of payment to protect Owners; or (3) your Premium check has not cleared your bank. See also "Payments from the Fixed Account."

In certain circumstances, applicable federal law may require Protective Life to "freeze" your account and refuse your request for a transfer, withdrawal, surrender, loan or death proceeds until receipt of instructions from the appropriate regulator. We also may be required to provide information about you and your account to a government regulator.

If, pursuant to SEC rules, the Invesco Oppenheimer V.I. Government Money Fund suspends payment of redemption proceeds in connection with a liquidation of the Fund, we will delay payment of any transfer, partial withdrawal, surrender, loan, or death benefit from the Invesco Oppenheimer V.I. Government Money Fund Sub-Account until the Fund is liquidated.

We may delay the payment of proceeds of any partial withdrawal, surrender or loan for up to six months after our receipt of Written Notice in Good Order of your request where the proceeds would be taken from Fixed Account Value.

POLICY LAPSE AND REINSTATEMENT

Lapse

Failure to pay planned periodic premiums will not necessarily cause a Policy to Lapse (terminate without value). However, paying all planned periodic premiums will not necessarily prevent a Policy from lapsing. Except when the Lapse Protection Endorsement of the Policy is in effect, a Policy will Lapse if its Policy Value less the Surrender Charge and Policy Debt is insufficient to cover the Monthly Deduction on the Monthly Anniversary Day. Absent any lapse protection, if the Surrender Value on any Monthly Anniversary Day is less than the amount of the Monthly Deduction due on that date, the Policy will be in default and a grace period will begin. This could happen if investment experience has been sufficiently unfavorable that it has resulted in a decrease in Surrender Value or the Surrender Value has decreased because you have not paid sufficient Net Premiums to offset prior Monthly Deductions.

You have a 61-day grace period to make a payment of Net Premium at least sufficient to cover the current and past-due Monthly Deductions. Protective Life will send you, at your last known address and the last known address of any assignee of record, notice of the premium required to prevent Lapse. A Policy will remain in effect during the grace period. If the Insured should die during the grace period, the Death Benefit Proceeds payable to the Beneficiary will reflect a reduction for the Monthly Deductions due on or before the date of the Insured's death as well as any unpaid Policy Debt or liens (including accrued interest). See "Death Benefit Proceeds." Unless the premium stated in the notice is paid before the grace period ends, the Policy will Lapse. A Policy Lapse may have tax consequences. See "Tax Considerations."

Age 121.  On and after the Policy Anniversary when the Insured is age 121, the Policy will not enter the grace period or Lapse and the Death Benefit will remain in effect, regardless of your Surrender Value.

Lapse Protection.  In return for paying the Minimum Monthly Guarantee Amount specified in the Policy or an amount equivalent thereto by the Monthly Anniversary Day, Protective Life guarantees that a Policy will remain in force for a specified period (the "lapse protection period"). If, for each month that the Policy has been in force, the total premiums paid, less withdrawals and Policy Debt, is greater than or equal to the Minimum Monthly Guarantee Amount multiplied by the number of complete Policy Months (including the current Policy Month) since the Policy Effective Date, the Policy’s lapse protection will remain in effect until the end of the lapse protection period, regardless of the Policy’s Surrender Value. In addition to satisfying the Minimum Monthly Guarantee Amount payment requirement noted above, the duration of the lapse protection period is limited based on the Insured's Issue Age. The lapse protection period cannot extend beyond the first 15 Policy Years for Issue Ages 0-39, the first 10 Policy Years for Issue Ages 40-64, or the first 5 Policy Years for Issue Ages 65 and above. This provision remains in effect for the first 15 Policy Years (if the Insured's Issue Age is 0 through 39), during the first 10 Policy Years (if the Insured's Issue Age is 40 through 64), or during the first 5 Policy Years (for Insured's Issue Age 65 and above), regardless of Surrender Value, if, for each month that the Policy has been in force since the Policy Effective Date, the total premiums paid net of any withdrawals and Policy Debt, is greater than or equal to the Minimum Monthly Guarantee Amount (shown in the Policy) multiplied by the number of complete policy months since the Policy Effective Date, including the current policy month. The Minimum Monthly Guarantee Amount is calculated for each Policy based on the age, sex and rate class of the Insured, the requested Face Amount and any supplemental riders.

We will not notify you in the event the Policy's lapse protection is no longer in effect.

If you increase your Policy's Face Amount or change the Death Benefit option while the Policy's lapse protection is in effect, Protective Life will not extend the lapse protection period. The lapse protection period is based on the Policy Effective Date. However, upon an increase in Face Amount, Protective Life will recalculate the Minimum Monthly Guarantee Amount (which will generally increase). Any other change in benefits provided under this Policy or its riders which is made after the Policy Effective Date and during the period of the Policy's lapse protection also may result in a change to the Minimum Monthly Guarantee Amount. Protective Life will notify you of any increase in the Minimum Monthly Guarantee Amount and will amend your Policy to reflect the change.

Payment of the Minimum Monthly Guarantee Amount may not be sufficient to keep the Policy in force beyond the lapse protection period.

Reinstatement

An Owner may reinstate a Policy within 5 years of its Lapse provided that: (1) a request for reinstatement is made by Written Notice received by Protective Life at the Home Office, (2) the Insured is still living, (3) the Owner pays Net Premiums equal to (a) all Monthly Deductions that were due but unpaid during the grace period, and (b) which are at least sufficient to keep the reinstated Policy in force for three months, (4) the Insured provides Protective Life with satisfactory evidence of insurability, (5) the Owner repays or reinstates any Policy Debt and/or lien (including accrued interest) which existed at the end of the grace period; and (6) the Policy has not been surrendered. The "Approval Date" of a reinstated Policy is the date that Protective Life approves the Owner's request for reinstatement and requirements 1-6 above have been met.

THE COMPANY AND THE FIXED ACCOUNT

Protective Life Insurance Company

Protective Life is a Tennessee stock life insurance company. Founded in 1907, we offer individual life and health insurance, annuities, group life and health insurance, and guaranteed investment contracts. Protective Life is currently licensed to transact life insurance business in 49 states and the District of Columbia. Our offices are located in Birmingham, Alabama. Our mailing address is P.O. Box 830771, Birmingham, Alabama 35283-0771. As of December 31, 2018, we had total assets of approximately $89.4 billion. Protective Life is the principal operating subsidiary of Protective Life Corporation ("PLC"), a U.S. insurance holding company and subsidiary of The Dai-ichi Life Insurance Company, Limited ("Dai-ichi"). Dai-ichi is a top 20 global life insurance company. Dai-ichi's stock is traded on the Tokyo Stock Exchange. As of December 31, 2018, PLC had total assets of approximately $89.9 billion. To find out more information about us, go to www.protective.com.

The Fixed Account

The Fixed Account consists of assets owned by Protective Life with respect to the Policies, other than those in the Variable Account. Subject to applicable law, Protective Life has sole discretion over the investment of the assets of the Fixed Account. The Loan Account is part of the Fixed Account. Guarantees of Net Premiums allocated to the Fixed Account, and interest credited thereto, are backed by Protective Life. The Fixed Account Value is calculated daily.

You generally may allocate some or all of your Net Premium and may transfer some or all of your Policy Value to the Fixed Account. However, there are limitations on transfers involving the Fixed Account. Due to these limitations, if you want to transfer all of your Policy Value from the Fixed Account to the Variable Account, it may take several years to do so. You should carefully consider whether the Fixed Account meets your investment needs. See "Transfers of Policy Value."

Because of exemptive and exclusionary provisions, interests in the Fixed Account have not been registered under the Securities Act of 1933 nor has the Fixed Account been registered as an investment company under the Investment Company Act of 1940. Accordingly, neither the Fixed Account nor any interests therein are subject to the provisions of these Acts. The disclosure regarding the Fixed Account may, however, be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses.

Interest Credited on Fixed Account Value.  Protective Life guarantees that the interest credited during the first Policy Year to the initial Net Premiums allocated to the Fixed Account will not be less than the initial annual effective interest rate shown in the Policy. The interest rate credited to subsequent Net Premiums allocated to or amounts transferred to the Fixed Account will be the annual effective interest rate in effect on the date that the Net Premium(s) is received by Protective Life or the date that the transfer is made. The interest rate is guaranteed to apply to such amounts for a twelve month period which begins on the date that the Net Premium(s) is allocated or the date that the transfer is made.

After an interest rate guarantee expires as to a Net Premium or amount transferred, ( i.e. , 12 months after the Net Premium or transfer is placed in the Fixed Account) Protective Life will credit interest on the Fixed Account Value attributable to such Net Premium or transferred amount at the current interest rate in effect. New current interest rates are effective for such Fixed Account Value for 12 months from the time that they are first applied. Protective Life, in its sole discretion, may declare a new current interest rate from time to time. Protective Life will credit annual effective interest rates of not less than 1.00%. For purposes of crediting interest, amounts deducted, transferred or withdrawn from the Fixed Account are accounted for on a "first-in-first-out" (FIFO) basis.

Payments from the Fixed Account.  Payments from the Fixed Account for a withdrawal, surrender or loan request may be deferred for up to six months from the date Protective Life receives the Written Notice in Good Order. If a payment from the Fixed Account is deferred for 30 days or more, it will bear interest at a rate of 3% per year (or an alternative rate if required by applicable state insurance law), compounded annually while payment is deferred.

Our General Account

The Fixed Account is part of our General Account. Unlike premiums and Policy Value allocated to the Variable Account, we assume the risk of investment gain or loss on amounts held in the Fixed Account.

The assets of our General Account support our insurance and annuity obligations and are subject to our general liabilities from business operations and to claims by our creditors. Because amounts allocated to the Fixed Account, plus any guarantees under the Policy that exceed your Policy Value (such as those that may be associated with the Death Benefit), are paid from our General Account, any amounts that we may pay under the Policy in excess of Variable Account Value are subject to our financial strength and claims-paying ability. It is important to note that there is no guarantee that we will always be able to meet our claims-paying obligations, and that there are risks to purchasing any insurance product. For this reason, you should consider our financial strength and claims-paying ability to meet our obligations under the Policy when purchasing a Policy and making investment decisions.

We encourage both existing and prospective Policy Owners to read and understand our financial statements. We prepare our financial statements on both a statutory basis, as required by state regulators, and according to Generally Accepted Accounting Principles (GAAP). Our audited GAAP financial statements are included in the Statement of Additional Information (which is available at no charge by calling us at 1-800-456-6330 or writing us at the address shown on the cover page of this Prospectus). In addition, the Statement of Additional Information is available on the SEC's website at http://www.sec.gov.

You also will find on our website information on ratings assigned to us by one or more independent rating organizations. These ratings are opinions of our financial capacity to meet the obligations of our insurance and annuity contracts based on our financial strength and/or claims-paying ability.

THE VARIABLE ACCOUNT AND THE FUNDS

Protective Variable Life Separate Account

Protective Variable Life Separate Account is a separate investment account of Protective Life established under Tennessee law by the board of directors of Protective Life on February 22, 1995. The Variable Account is registered with the SEC as a unit investment trust under the 1940 Act and is a "separate account" within the meaning of the federal securities laws.

Protective Life owns the assets of the Variable Account. These assets are held separate from other assets and are not part of Protective Life's General Account. You assume all of the investment risk for premiums and Policy Value allocated to the Sub-Accounts. Your Policy Value in the Sub-Accounts is part of the assets of the Variable Account. Assets of the Variable Account equal to the reserves or other contract liabilities of the Variable Account will not be charged with liabilities that arise from any other business that Protective Life conducts. Protective Life may transfer to its General Account any assets of the Variable Account which exceed the reserves and other contract liabilities of the Variable Account (which are always at least equal to the aggregate Variable Account Values under the Policies). Protective Life may accumulate in the Variable Account the charge for mortality and expense risks and investment results applicable to those assets that are in excess of the reserves and other contract liabilities related to the Policies. Protective Life is obligated to pay all benefits provided under the Policies.

The Variable Account is divided into Sub-Accounts. The income, gains or losses, whether or not realized, from the assets of each Sub-Account are credited to or charged against that Sub-Account without regard to any other income, gains or losses of Protective Life. Each Sub-Account invests exclusively in shares of a corresponding Fund. Therefore, the investment experience of your Policy depends on the experience of the Sub-Accounts you select. In the future, the Variable Account may include other Sub-Accounts that are not available under the Policies and are not otherwise discussed in this Prospectus.

The Funds

Each Sub-Account invests in a corresponding Fund. Each Fund is an investment portfolio of one of the following investment companies:

Fund     Fund Manager/
Investment Adviser  		Subadvisors 
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)  Invesco Advisers, Inc.   
American Funds Insurance Series  Capital Research and Management   
DFA Investment Dimensions Group Inc.  DFA Investment Dimensions Group Inc.   
Fidelity Variable Insurance Products  Fidelity Management & Research Company  FMR Co., Inc.
Strategic Advisors, Inc.
Fidelity Investments Money Management, Inc. 
Franklin Income VIP Fund and Franklin Growth and Income VIP Fund  Franklin Advisers, Inc.   
Goldman Sachs Variable Insurance Trust  Goldman Sachs Asset Management L.P.   
Legg Mason Partners Variable Equity Trust  Legg Mason Partners Fund Advisor, LLC  ClearBridge Advisors, LLC 
Lord Abbett Series Fund, Inc.  Lord, Abbett & Co. LLC   
Northern Lights Variable Trust  ValMark Advisers, Inc.  Milliman Financial Risk Management LLC 
PIMCO Variable Insurance Trust   Pacific Investment Management Company, LLC.  Research Affiliates, LLC 
Royce Capital Fund  Royce & Associates, LLC   
Templeton Developing Markets VIP Fund  Templeton Asset Management Ltd.   
Vanguard Variable Insurance Funds  PRIMECAP Management Company    

Shares of these Funds are only offered to:

  1. the Variable Account;
  2. other separate accounts of Protective Life and its affiliates supporting variable annuity contracts or variable life insurance policies;
  3. separate accounts of other life insurance companies supporting variable annuity contracts or variable life insurance policies; and
  4. certain qualified retirement plans.

For a discussion of the potential conflicts of interest that may arise as a result of the sale of Fund shares to separate accounts that support variable annuity contracts, variable life insurance policies and certain qualified pension and retirement plans as well as the sale of Fund shares to the separate accounts of insurance companies that are not affiliated with Protective Life, see the prospectuses for the Funds. Fund shares are not offered directly to investors but are available only through the purchase of such contracts or policies or through such plans. See the prospectus for each Fund for details about that Fund.

There is no guarantee that any Fund will meet its investment objectives. Please refer to the prospectus for each of the Funds you are considering for more information.

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)

Invesco Oppenheimer V.I.Global Fund, Series I Shares

This Fund seeks capital appreciation.

Invesco Oppenheimer V.I. Government Money Fund, Series I Shares

This Fund seeks income consistent with stability of principal.

You could lose money by investing in the Government Money Fund/VA. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time. The yield of this Fund may become very low during periods of low interest rates. After deduction of Variable Account Annual Expenses, the yield in the Sub-Account that invests in this Fund could be negative. If the yield in the Sub-Account becomes negative, Contract Value invested in the Sub-Account may decline.

Invesco V.I. Diversified Dividend Fund, Series I Shares

The Fund’s investment objective is to provide reasonable current income and long-term growth of income and capital.

American Funds Insurance Series ®

IS Asset Allocation Fund, Class 1 Shares

The Fund's investment objective is to provide high total return (including income and capital gains) consistent with preservation of capital over the long term.

IS Global Growth Fund, Class 1 Shares

The Fund's investment objective is to provide long-term growth of capital.

IS Growth Fund, Class 1 Shares

The Fund's investment objective is to provide growth of capital.

IS Growth-Income Fund, Class 1 Shares

The Fund’s investment objectives are to achieve long-term growth of capital and income.

IS New World Fund ® , Class 1 Shares

The Fund's investment objective is long-term capital appreciation.

DFA Investment Dimensions Group Inc.

VA International Small Portfolio

The investment objective of the VA International Small Portfolio is to achieve long-term capital appreciation.

VA International Value Portfolio

The investment objective of the VA International Value Portfolio is to achieve long-term capital appreciation.

VA U.S. Large Value Portfolio

The investment objective of the VA U.S. Large Value Portfolio is to achieve long-term capital appreciation.

VIT Inflation-Protected Securities Portfolio

The investment objective of the VIT Inflation-Protected Securities Portfolio is to provide inflation protection and earn current income consistent with inflation-protected securities.

Fidelity ® Variable Insurance Products

VIP Growth Opportunities Portfolio, Initial Class

This Fund seeks to provide capital growth.

VIP Index 500 Portfolio, Initial Class

This Fund seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the S&P 500 ® Index.

VIP Investment Grade Bond Portfolio, Initial Class

This Fund seeks as high a level of current income as is consistent with the preservation of capital.

VIP Mid Cap Portfolio, Initial Class

This Fund seeks long-term growth of capital.

Franklin Templeton Variable Insurance Products Trust

Franklin Growth and Income VIP Fund, Class 1

This Fund seeks capital appreciation. Its secondary goal is current income. Under normal market conditions, the Fund invests predominantly in equity securities, including common stock, preferred stock and securities convertible into common stocks.

Franklin Income VIP Fund, Class 1

This Fund seeks to maximize income while maintaining prospects for capital appreciation. Under normal market conditions, the Fund invests in a diversified portfolio of debt and equity securities.

Templeton Developing Markets VIP Fund, Class 1

This Fund seeks long-term capital appreciation. Under normal market conditions, the Fund invests at least 80% of its net assets in emerging markets investments.

Goldman Sachs Variable Insurance Trust

Core Fixed Income Fund, Institutional Class

This Fund seeks total return consisting of capital appreciation and income that exceeds the benchmark.

Mid Cap Value Fund, Institutional Class

This Fund seeks long-term capital appreciation.

Legg Mason Partners Variable Equity Trust

ClearBridge Variable Small Cap Growth Portfolio, Class 1

This Fund seeks long-term growth of capital.

Lord Abbett Series Fund, Inc.

Bond-Debenture Portfolio, Value Class

The Fund seeks to deliver high current income and long-term growth of capital by investing primarily in a variety of fixed income securities and select equity-related securities.

Calibrated Dividend Growth Portfolio, Value Class

The Fund seeks to deliver total return by investing primarily in stocks of large U.S. companies that have a history of increasing their dividends.

Northern Lights Variable Trust (TOPS Portfolios)

TOPS Aggressive Growth ETF Portfolio, Class 1

The Portfolio seeks capital appreciation.

TOPS Conservative ETF Portfolio, Class 1

The Portfolio seeks to preserve capital and provide moderate income and moderate capital appreciation.

TOPS Growth ETF Portfolio, Class 1

The Portfolio seeks capital appreciation.

TOPS Moderate Growth ETF Portfolio, Class 1

The Portfolio seeks capital appreciation.

PIMCO Variable Insurance Trust

International Bond Portfolio (U.S. Dollar-Hedged), Institutional Class

This Portfolio seeks maximum total return, consistent with preservation of capital and prudent investment management.

Short-Term Portfolio, Institutional Class

This Portfolio seeks maximum current income, consistent with preservation of capital and daily liquidity.

Total Return Portfolio, Institutional Class

This Portfolio seeks maximum total return, consistent with preservation of capital and prudent investment management.

Royce Capital Fund

Small-Cap Fund, Investment Class

This Fund seeks long-term growth of capital.

Vanguard Variable Insurance Fund

Vanguard VIF Capital Growth Portfolio

The Portfolio seeks to provide long-term capital appreciation.

Vanguard VIF Equity Income Portfolio

The Portfolio seeks to provide an above average level of current income and reasonable long-term capital appreciation.

Vanguard VIF International Portfolio

The Portfolio seeks to provide long-term capital appreciation.

Vanguard VIF Real Estate Index Portfolio

The Portfolio seeks to provide a high level of income and moderate long-term capital appreciation by tracking the performance of a benchmark index that measures the performance of publicly traded equity REITs and other real estate-related investments.

Vanguard VIF Short Term Investment Grade Portfolio

The Portfolio seeks to provide current income with limited price volatility.

There is no assurance that the stated objectives and policies of any of the Funds will be achieved. More detailed information concerning the investment objectives, policies and restrictions of the Funds, the expenses of the Funds, the risks attendant to investing in the Funds and other aspects of their operations can be found in the current prospectuses for the Funds and the current Statement of Additional Information for each of the Funds. You may obtain a prospectus or a Statement of Additional Information for any of the Funds by contacting Protective Life or by asking your investment advisor. You should read the Funds' prospectuses carefully before making any decision concerning the allocation of Net Premiums or transfers among the Sub-Accounts.

Selection of Funds

We select the Funds offered through the Policies based on several criteria, including the following:

Another factor we consider during the selection process is whether the Fund, its adviser, its sub-adviser, or an affiliate will make payments to us or our affiliates. For a discussion of these arrangements, see "Certain Payments We Receive With Regard to the Funds." We also consider whether the Fund, its adviser, sub-adviser, or distributor (or an affiliate) can provide marketing and distribution support for sale of the Policies. We review each Fund periodically after it is selected. Upon review, we may remove a Fund or restrict allocation of additional Purchase Payments and/or transfers of Policy Value to a Fund if we determine the Fund no longer meets one or more of the criteria and/or if the Fund has not attracted significant Policy Owner assets. We do not recommend or endorse any particular Fund, and we do not provide investment advice.

Asset Allocation Model Portfolios.  Four asset allocation models ("Model Portfolios") are available at no additional charge as Investment Options under your Policy.

Each Model Portfolio invests different percentages of Policy Value in some or all of the Sub-Accounts under your Policy, and these Model Portfolios range from conservative to aggressive. The Model Portfolios are intended to provide a diversified investment portfolio by combining different asset classes to help you reach your investment goal. Also, while diversification may help reduce overall risk, it does not eliminate the risk of losses and it does not protect against losses in a declining market. There can be no assurance that any of the Model Portfolios will achieve their investment objectives.

Pursuant to an agreement with Protective, Milliman Financial Risk Management LLC ("Milliman"), a diversified financial services firm and registered investment adviser under the Investment Advisers Act of 1940, as amended, Milliman provides consulting services to Protective Life regarding the composition and review of the Model Portfolios and is compensated by Protective for doing so. There is no investment advisory relationship between Milliman and Owners with respect to the Model Portfolios. In the future, Protective Life may modify or discontinue its arrangement with Milliman, in which case Protective may contract with another firm to provide similar asset allocation models, provide its own asset allocation models, or cease offering asset allocation models. Protective does not provide investment advisory services in making the Model Portfolios or any other service or feature available under the Policy.

The selection of Investment Options in the Model Portfolios involves balancing a number of factors including, but not limited to, the investment objectives, policies and expenses of the Fund in each Model Portfolio, the overall historical performance and volatility of the Funds, marketability of individual Funds and Fund families, marketing support provided to Protective Life and the broker-dealers who sell the Policies and administrative services and marketing support payments made by the Fund’s manager to Protective Life or Investment Distributors, Inc. ("IDI"). Unlike 12b-1 fees, these payments are not paid out of Fund assets.

The available Model Portfolios may change from time to time. In addition, the target asset allocations of these Model Portfolios may vary from time to time in response to market conditions and changes in the portfolio holdings of the Funds in the underlying Sub-Accounts. We will provide written notice if the composition of a model portfolio changes, if there is a material change in our arrangement with Milliman, or if we cease offering asset allocation models altogether. We will not change your existing Policy Value or premium allocation or percentages in response to these changes, however, if you desire to change your Policy Value or premium allocation or percentages to reflect a revised or different Model Portfolio, you must submit new allocation instructions to us in writing to the Home Office.

The following is a brief description of the four Model Portfolios currently available. They are more fully described in a separate brochure. Your sales representative can provide additional information about the Model Portfolios and help you select which Model Portfolio, if any, may be suitable for you. Please talk to him or her if you have additional questions about these Model Portfolios.

Other Information About the Funds

Shares of these Funds are offered only to: (1) the Variable Account, (2) other separate accounts of Protective Life supporting variable annuity contracts or variable life insurance policies, (3) separate accounts of other life insurance companies supporting variable annuity contracts or variable life insurance policies, and (4) certain qualified retirement plans. Such shares are not offered directly to investors but are available only through the purchase of such contracts or policies or through such plans. See the prospectus for each Fund for details about that Fund.

Certain Funds may have investment objectives and policies similar to other mutual funds (sometimes having similar names) that are managed by the same investment adviser or manager. The investment results of the Funds,however, may be more or less favorable than the results of such other mutual funds. Protective Life does not guarantee or make any representation that the investment results of any Fund is, or will be, comparable to any other mutual fund, even one with the same investment adviser or manager.

Certain Payments We Receive With Regard to the Funds from Advisers and/or Distributors

We (and our affiliates) may receive payments from the Funds’ advisers, sub-advisers, distributors, or affiliates thereof. These payments are negotiated and thus differ by Fund (sometimes substantially), and the amounts we (or our affiliates) receive may be significant. These payments are made for various purposes, including payment for services provided and expenses incurred by us (and our affiliates) in promoting, marketing, distributing, and administering the Policies; and, in our role as intermediary to The Funds. We (and our affiliates) may profit from these payments. Unlike 12b-1 fees, these payments are not paid out of Fund assets.

We (or our affiliates) also receive payments from the investment advisers, sub-advisers, or distributors (or affiliates thereof) of the Funds. Unlike12b-1 fees, these payments are not paid out of Fund assets. These payments may be derived, in whole or in part, from the investment advisory fees deducted from Fund assets. Owners, through their indirect investment in the Funds, bear the costs of these investment advisory fees. See the Funds' prospectuses for more information. The amount of the payments we receive is based on a percentage of the average daily net assets of the particular Fund attributable to the Policies and to certain other variable insurance policies issued or administered by us (or our affiliate). The payments we receive from the investment advisers, sub-advisers or distributors of the Funds currently range from 0.00% to 0.50% of Fund assets attributable to our variable insurance policies. The amount of the payments may be significant.

Other Payments.  A Fund's adviser, sub-adviser, or distributor or its affiliates may provide us (or our affiliates) and/ or broker-dealers that sell the Policies ("selling firms") with marketing support, may pay us (or our affiliates) and/or selling firms amounts to participate in national and regional sales conferences and meetings with the sales desks, and may occasionally provide us (or our affiliates) and/or selling firms with items of relatively small value, such as promotional gifts, meals, tickets, or other similar items in the normal course of business.

For details about the compensation payments we make in connection with the sale of the Policies, see "Distribution of the Policies."

Addition, Deletion, or Substitution of Investments

Protective Life may make additions to, deletions from, or substitutions for the shares that are held in or purchased by the Variable Account. If the shares of a Fund are no longer available for investment or further investment in any Fund should become inappropriate in view of the purposes of the Variable Account, Protective Life may redeem the shares of that Fund and substitute shares of another Fund. Substituted Funds may have higher fees and expenses or may be available only to certain classes of purchasers. Protective Life will not substitute any shares without notice and any necessary approval of the SEC and state insurance authorities.

Protective Life also reserves the right to establish additional Sub-Accounts of the Variable Account, which would each invest in shares corresponding to a new Fund. Subject to applicable law and any required SEC approval, Protective Life may establish new Sub-Accounts or eliminate one or more Sub-Accounts if marketing needs, tax considerations or investment conditions warrant. Any new Sub-Accounts may be made available to existing Owner(s) or may be closed to certain classes of purchasers. Protective Life may prohibit the allocation of Net Premium and transfer of Policy Value to a Sub-Account.

If any of these substitutions or changes are made, Protective Life may by appropriate endorsement change the Policy to reflect the substitution or other change. If Protective Life deems it to be in the best interest of Owner(s), the Variable Account may be operated as a management investment company under the 1940 Act, it may be deregistered under that Act if registration is no longer required, or it may be combined with other Protective Life separate accounts, or its assets may be transferred to other Protective Life separate accounts, subject to any required Owner and/or regulatory approval. Protective Life may make any changes to the Variable Account required by the 1940 Act or other applicable law or regulation.

Voting Fund Shares

Protective Life is the legal owner of Fund shares held by the Sub-Accounts and has the right to vote on all matters submitted to shareholders of the Funds. However, in accordance with applicable law, Protective Life will vote shares held in the Sub-Accounts at meetings of shareholders of the Funds in accordance with instructions received from Owners with Policy Value in the Sub-Accounts. Should Protective Life determine that it is permitted to vote such shares in its own right, it may elect to do so.

Protective Life will send or make available to Owners voting instruction forms and other voting materials (such as Fund proxy statements, reports and other proxy materials) prior to shareholders meetings. The number of votes as to which an Owner may give instructions is calculated separately for each Sub-Account and may include fractional votes.

An Owner holds a voting interest in each Sub-Account to which Variable Policy Value is allocated under his or her Policy. Owners only have voting interests while the Insured is alive. The number of votes for which an Owner may give instructions is based on the Owner's percentage interest of a Sub-Account determined as of the date established by the Fund for determining shareholders eligible to vote at the meeting of that Fund.

It is important that each Owner provide voting instructions to Protective Life because Shares as to which no timely instructions are received and shares held directly by Protective Life are voted by Protective Life in proportion to the voting instructions that are received with respect to all Policies participating in a Sub-Account. As a result, a small number of Owners may control the outcome of a vote. Voting instructions to abstain on any item are applied to reduce the votes eligible to be cast on that item.

Protective Life may, if required by state insurance officials, disregard Owner voting instructions if such instructions would require shares to be voted so as to cause a change in sub-classification or investment objectives of one or more of the Funds, or to approve or disapprove the investment management agreement or an investment advisory agreement. In addition, Protective Life may under certain circumstances disregard voting instructions that would require changes in the investment management agreement, investment manager, an investment advisory agreement or an investment adviser of one or more of the Funds, provided that Protective Life reasonably disapproves of such changes in accordance with applicable regulations under the 1940 Act. If Protective Life ever disregards voting instructions, Owners will be advised of that action and of the reasons for such action in the next semiannual report.

CHARGES AND DEDUCTIONS

This section describes the charges and deductions we make under the Policy to compensate us for the services and benefits we provide, costs and expenses we incur, and risks we assume. We may profit from the charges deducted, and we may use any such profits for any purpose, including payment of distribution expenses. On and after the Policy Anniversary when the Insured is age 121, we do not make any charges and deductions under the Policy, other than the interest charged on loans (if a loan is outstanding).

Premium Expense Charge

We deduct a premium expense charge from each premium you pay. The premium expense charge compensates us for certain sales and premium tax expenses associated with the Policies and the Variable Account. The premium expense charge is equal to 3.5% of each premium payment you make.

Monthly Deduction

Each month we will deduct an amount from your Policy Value to pay for the benefits provided by your Policy. This amount is called the Monthly Deduction and equals the sum of:

If you do not select the Sub-Account(s) from which the Monthly Deduction is deducted, the Monthly Deduction, except for the mortality and expense risk charge, will be deducted from the Sub-Accounts and the Fixed Account pro-rata on the basis of the unloaned Policy Value. The mortality and expense risk charge will reduce only the Sub-Account Value.

The Owner may select the Sub-Accounts from which you want us to deduct the Monthly Deduction, other than the mortality and expense risk charge. However, if as of the date the Monthly Deduction is to be deducted, the value in any of the selected Sub-Accounts is less than the charge to be deducted from that Sub-Account, Protective Life will instead deduct the Monthly Deduction on a pro-rata basis from each Sub-Account and the Fixed Account under the Policy based on the Surrender Value attributable to each Sub-Account and the Fixed Account. Protective Life deducts the mortality and expense risk charge prior to the deduction of the other charges that comprise the Monthly Deduction.

Cost of Insurance Charge.  This charge compensates Protective Life for the expense of underwriting the Death Benefit. The charge depends on a number of variables and therefore will vary from Policy to Policy and from Monthly Anniversary Day to Monthly Anniversary Day.

The cost of insurance is equal to:

The Net Amount at Risk is equal to:

Anything that decreases Policy Value, such as negative investment experience or withdrawals, will increase the Net Amount at Risk and result in higher cost of insurance charges. The Net Amount at Risk is affected by investment performance, loans, payments of premiums, Policy fees and charges, the Death Benefit Option chosen, withdrawals, and decreases in Face Amount.

The cost of insurance charge for each increment of Face Amount is calculated separately to the extent a different cost of insurance rate applies. Because the Net Amount at Risk for Death Benefit Option A is equal to the Death Benefit less Policy Value, the entire Policy Value is applied first to offset the Death Benefit derived from the Initial Face Amount. Only if the Policy Value exceeds the Initial Face Amount is the excess applied to offset the portion of the Death Benefit derived from increases in Face Amount in the order of the increases. If there is a decrease in Face Amount after an increase, the decrease is applied first to decrease any prior increases in Face Amount, starting with the most recent increase.

Cost of Insurance Rates.  The cost of insurance rate for a Policy is based on and varies with the Issue Age, sex and rate class of the Insured and on the number of years that a Policy has been in force. Protective Life places Insureds in the following rate classes, based on underwriting: Preferred (ages 18-80) or Nontobacco (ages 0-80), or Select Preferred (ages 18-75), or Tobacco (ages 18-80), and substandard rate classes, which involve a higher mortality risk than these classes. Protective Life guarantees that the cost of insurance rates used to calculate the monthly cost of insurance charge will not exceed the maximum cost of insurance rates set forth in the Policies. The guaranteed rates for standard classes are based on the 2017 Commissioners' Standard Ordinary Mortality Tables, Male or Female, Smoker or Nonsmoker Mortality Rates ("2017 CSO Tables"). The guaranteed rates for substandard classes are based on multiples of, or additions to, the 2017 CSO Tables.

Protective Life's current cost of insurance rates may be less than the guaranteed rates that are set forth in the Policy. Current cost of insurance rates will be determined based on Protective Life's expectations as to future mortality, investment earnings, expenses, taxes, and persistency experience. In determining current cost of insurance charges, we may consider a variety of factors, including those unrelated to mortality experience.

Cost of insurance rates (whether guaranteed or current) for an Insured in a non-tobacco standard class are generally lower than guaranteed rates for an Insured of the same age and sex in a tobacco standard class. Cost of insurance rates (whether guaranteed or current) for an Insured in a non-tobacco or tobacco standard class are generally lower than guaranteed rates for an Insured of the same age and sex and smoking status in a substandard class.

Protective Life will also determine a separate cost of insurance rate for each increment of Face Amount above the Initial Face Amount based on the Policy duration and the Issue Age, sex and rate class of the Insured at the time of the request for an increase. The following rules will apply for purposes of determining the Net Amount at Risk for each rate class.

Protective Life places the Insured in a rate class when the Policy is issued, based on Protective Life's underwriting of the application. This original rate class applies to the Initial Face Amount. When an increase in Face Amount is requested, Protective Life conducts underwriting before approving the increase (except as noted below) to determine whether a different rate class will apply to the increase. If the rate class for the increase has lower cost of insurance rates than the original rate class (or the rate class of a previous increase), the rate class for the increase also will be applied to the Initial Face Amount and any previous increases in Face Amount beginning as of the effective date of the current increase. If the rate class for the increase has a higher cost of insurance rate than the original rate class (or the rate class of a previous increase), the rate class for the increase will apply only to the increase in Face Amount.

Protective Life does not conduct underwriting for an increase in Face Amount if the increase is requested as part of an exercise of any available guaranteed option to increase the Face Amount without underwriting. See "Supplemental Riders and Endorsements."

In the case of a term conversion, the rate class that applies is the same rate class that applied to the term contract, where applicable. In the case of a guaranteed option, the Insured's rate class for an increase will be the class in effect when the guaranteed option rider was issued.

Protective Life does, however, also offer Policies based on unisex mortality tables on Policies issued in Montana. Employers and employee organizations considering purchase of a Policy should consult with their legal advisors to determine whether purchase of a Policy based on sex-distinct actuarial tables is consistent with Title VII of the Civil Rights Act of 1964 or other applicable law. Upon request, Protective Life may offer Policies with unisex mortality tables to such prospective purchasers.

Monthly Administration Fees.  We deduct a monthly administrative charge from your Policy Value to compensate us for issue and administrative costs. The monthly administrative charge is $8 per month. We also deduct a monthly administrative charge for the Initial Face Amount which is equal to a fee per $1,000 of Initial Face Amount per month for the first 10 Policy Years. The actual fee varies depending on the Insured's Issue Age, sex and rate classification and is set forth in your Policy. Representative administrative charges per $1,000 of Initial Face Amount for an Insured male non-tobacco at each specified Issue Age are set forth below:

Issue Age    Administrative Charge Per $1,000 of Initial Face Amount 
35  $0.17 
40  0.22 
45  0.27 
50  0.32 
55  0.41 
60  0.49 
65  0.61 
70  0.78 
75  1.00 

For the first twelve months following an increase in Face Amount, the monthly administrative fee will also include an administrative charge for the increase, based on the amount of the increase. The monthly administrative charge for an increase is equal to a fee per $1,000 of increase in Face Amount, which varies depending on Issue Age, sex, and rate classification of the Insured and is set forth in your Policy. Representative administrative charges per $1,000 of increase for an Insured male non-tobacco at each specified Issue Age are set forth below:

Issue Age    Administrative Charge per $1,000 Increase 
35  $0.71 
40  0.81 
45  0.95 
50  1.13 
55  1.37 
60  1.71 
65  1.73 
70  1.72 
75  1.71 

Supplemental Rider Charges. We deduct a monthly charge from your Policy Value to cover administrative expenses for any riders as part of the Monthly Deduction. See "Supplemental Riders and Endorsements."

Mortality and Expense Risk Charge.  We deduct a mortality and expense risk charge each month from your Policy Value. This charge compensates Protective Life for the mortality risk it assumes under the Policies. The mortality risk is that the Insureds will live for a shorter time than we project. The expense risk Protective Life assumes is that the expenses that we incur in issuing and administering the Policies and the Variable Account will exceed the amounts realized from the administrative charges assessed against the Policies.

Protective Life deducts a monthly charge from assets in the Sub-Accounts attributable to the Policies. This charge does not apply to Fixed Account assets attributable to the Policies. The maximum monthly mortality and expense risk charge to be deducted is generally equal to 0.050% multiplied by the Variable Account Value, which is equivalent to an annual rate of 0.60% of such amount. Protective Life reserves the right to charge less than the maximum charge. Currently, the monthly mortality and expense risk charge is 0.017% multiplied by the Variable Account Value for the first 10 Policy Years, which is equivalent to an annual rate of 0.20% of such amount. After the tenth Policy Year, we do not deduct a mortality and expense risk charge.

Transfer Fee

We allow you to make 12 free transfers of Policy Value each Policy Year. However, Protective Life may charge a $25 transfer fee on any additional transfers in a Policy Year to cover administrative expenses.We will give written notice thirty (30) days before we impose a transfer fee or limit the number of transfers. If the fee is imposed, it will be deducted from the amount requested to be transferred. If an amount is being transferred from more than one Sub-Account or the Fixed Account, the transfer fee will be deducted proportionately from the amount being transferred from each. Currently, Protective Life does not charge a transfer fee.

Surrender Charge

During the first 10 Policy Years, a Surrender Charge will be deducted from your Policy Value if: (1) the Policy is surrendered; (2) the Policy lapses at the end of a grace period or (3) the Initial Face Amount is reduced. The Surrender Charge is deducted before any Surrender Value is paid.

The Surrender Charge varies depending on Issue Age, sex and rate class of the Insured and is set forth in your Policy. Representative Surrender Charges per $1,000 of Initial Face Amount for the first Policy Year for an Insured male non-tobacco at each specified Issue Age are set forth below. The Surrender Charge decreases over the ten-year period (after which, there is no charge). For a decrease in the Initial Face Amount, the charge shown is per $1,000 of decrease.

Issue Age    Surrender Charge (First Year) per $1,000 of Initial Face Amount 
30  $26.75 
35  28.75 
40  31.25 
45  34.25 
50  38.00 
55  42.75 
60  49.50 
65  54.00 
70  52.50 
75  50.75 

In the event of a decrease in the Initial Face Amount, the pro-rated Surrender Charge will be allocated to each Sub-Account and to the Fixed Account based on the proportion of unloaned Policy Value in each Sub-Account and in the Fixed Account. A Surrender Charge imposed in connection with a reduction in the Initial Face Amount reduces the remaining Surrender Charge that may be imposed in connection with a surrender of the Policy.

The purpose of the Surrender Charge is to reimburse Protective Life for some of the expenses incurred in the distribution of the Policies. Protective Life also deducts a premium expense charge for this purpose from each premium paid. See "Premium Expense Charge."

Withdrawal Charges

Protective Life will deduct an administrative charge upon a withdrawal. This charge is the lesser of 2% of the amount withdrawn or $25. This charge will be deducted from the Policy Value in addition to the amount requested to be withdrawn. See "Withdrawal Privilege" for rules for allocating the deduction.

Fund Expenses

The value of the net assets of each Sub-Account reflects the investment management fees and other expenses incurred by the corresponding Fund in which the Sub-Account invests. For further information, consult the Funds' prospectuses.

Other Information

  We sell the Policies through registered representatives of broker-dealers. These registered representatives are also appointed and licensed as insurance agents of Protective Life. We pay commissions and other compensation to the broker-dealers for selling the Policies. You do not directly pay the commissions and other compensation, we do. We intend to recover commissions and other compensation, marketing, administrative and other expenses and costs of Policy benefits through the fees and charges imposed under the Policies. See "Sale of the Policies" for more information about payments we make to the broker-dealers.

Corporate Purchasers or Eligible Groups

The Policy is available for individuals and for corporations and other institutions. For corporate or other group or sponsored arrangements, fee-only arrangements or clients of registered investment advisers purchasing one or more Policies, Protective Life may reduce the amount of the premium expense charge, monthly administration fee, or other charges where the expenses associated with the sale of the Policy or Policies or the underwriting or other administrative costs associated with the Policy or Policies are reduced. Sales, underwriting or other administrative expenses may be reduced for reasons such as expected economies resulting from a corporate purchase, a group or sponsored arrangement or arrangements, fee-only arrangements or clients of registered investment advisers.

TAX CONSIDERATIONS

The following discussion of the federal income tax treatment of the Policy is not exhaustive, does not purport to cover all situations, and is not intended as tax advice. The federal income tax treatment of the Policy is unclear in certain circumstances, and a qualified tax adviser should always be consulted with regard to the application of law to individual circumstances. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Department regulations, and interpretations existing on the date of this Prospectus. These authorities, however, are subject to change by Congress, the Treasury Department, and judicial decisions.

This discussion does not address state or local tax consequences associated with the purchase of the Policy. The state and local tax consequences with respect to your Policy may be different than the federal tax consequences. In addition, PROTECTIVE LIFE MAKES NO GUARANTEE REGARDING ANY TAX TREATMENT — FEDERAL, STATE OR LOCAL — OF ANY POLICY OR OF ANY TRANSACTION INVOLVING A POLICY.

Tax Status of Protective Life

Protective Life is taxed as a life insurance company under the Code. Since the operations of the Variable Account are a part of, and are taxed with, the operations of Protective Life, the Variable Account is not separately taxed as a "regulated investment company" under the Code. Under existing federal income tax laws, Protective Life is not taxed on investment income and realized capital gains of the Variable Account, although Protective Life's federal taxes are increased in respect of the Policies because of the federal tax law's treatment of deferred acquisition costs. Currently, a charge for federal income taxes is not deducted from the Sub-Accounts or the Policy's Cash Value. However, Protective Life does deduct a premium expense charge from each premium payment in all Policy Years in part to compensate us for the federal tax treatment of deferred acquisition costs. Protective Life reserves the right in the future to make a charge against the Variable Account or the Cash Values of a Policy for any federal, state, or local income taxes that we incur and determine to be properly attributable to the Variable Account or the Policy. Protective Life will promptly notify the Owner of any such charge.

Taxation of Insurance Policies

Tax Status of the Policies.  Section 7702 of the Code establishes a statutory definition of life insurance for federal tax purposes. While the requirements of this section of the Code are complex, and limited guidance has been provided from the Internal Revenue Service (the "IRS") or otherwise, Protective Life believes that the Policy will meet the current statutory definition of life insurance, which places limitations on the amount of premiums that may be paid and the Policy Values that can accumulate relative to the Death Benefit. As a result, the Death Benefit payable under the Policy will generally be excludable from the Beneficiary's gross income, and interest and other income credited under the Policy will not be taxable unless certain withdrawals are made (or are deemed to be made) from the Policy prior to the Insured's death, as discussed below. This tax treatment will only apply, however, if (1) the investments of the Variable Account are "adequately diversified" in accordance with Treasury Department regulations, and (2) Protective Life, rather than the Owner, is considered the owner of the assets of the Variable Account for federal income tax purposes.

Diversification Requirements. The Code and Treasury Department regulations prescribe the manner in which the investments of a segregated asset account, such as the Variable Account, are to be "adequately diversified". If the Variable Account fails to comply with these diversification standards, the Policy will not be treated as a life insurance contract for federal income tax purposes and the Owner would generally be taxed currently on the income on the contract (as defined in the tax law). Protective Life expects that the Variable Account, through the Funds, will comply with the diversification requirements prescribed by the Code and Treasury Department regulations.

Ownership Treatment. In certain circumstances, variable life insurance contract owners may be considered the owners, for federal income tax purposes, of the assets of a segregated asset account, such as the Variable Account, used to support their contracts. In those circumstances, income and gains from the segregated asset account would be includible in the contract owners' gross income. The IRS has stated in published rulings that a variable contract owner will be considered the owner of the assets of a segregated asset account if the owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets.

The ownership rights under the Policy are similar to, but differ in certain respects from, the ownership rights described by the IRS in certain rulings where it was determined that contract owners were not owners of the assets of a segregated asset account (and thus were not currently taxable on the income and gains). For example, the Owner of this Policy has the choice of more investment options to which to allocate premium payments and Variable Account Values than were addressed in such rulings. These differences could result in the Policy Owner being treated as the owner of a portion of the assets of the Variable Account and thus subject to current taxation on the income and gains from those assets. In addition, Protective Life does not know what standards will be set forth in any further regulations or rulings which the Treasury Department or IRS may issue. Protective Life therefore reserves the right to modify the Policy as necessary to attempt to prevent Owners from being considered the owners of the assets of the Variable Account. However, there is no assurance that such efforts would be successful.

The remainder of this discussion assumes that the Policy will be treated as a life insurance contract for federal tax purposes.

Tax Treatment of Life Insurance Death Benefit Proceeds.  In general, the amount of the Death Benefit Proceeds payable from a Policy by reason of the death of the Insured is excludable from gross income under Section 101 of the Code. Certain transfers of the Policy for valuable consideration, however, may result in a portion of the Death Benefit Proceeds being taxable.

If the Death Benefit Proceeds are not received in a lump sum and are, instead, applied under either Settlement Options 1, 2, or 4, or the Income Provider Option Pre-Determined Death Benefit Payout Endorsement, generally payments will be prorated between amounts attributable to the Death Benefit which will be excludable from the Beneficiary's income and amounts attributable to interest (accruing after the Insured's death) which will be includible in the Beneficiary's income. If the Death Benefit Proceeds are applied under Option 3 (Interest Income), the interest credited will be currently includible in the Beneficiary's income.

Accelerated death benefits paid under this Policy upon a terminal illness generally will be excludable from income under Section 101 of the Code. Certain exceptions apply for certain business-related policies.

Tax Deferral During Accumulation Period.  Under existing provisions of the Code, except as described below, any increase in an Owner's Policy Value is generally not taxable to the Owner unless amounts are received (or are deemed to be received) from the Policy prior to the Insured's death. If there is a surrender of the Policy, an amount equal to the excess of the amount received over the "investment in the contract" will generally be includible in the Owner's income. The "investment in the contract" generally is the aggregate premiums paid less the aggregate amount previously received under the Policy to the extent such amounts received were excludable from gross income. Whether withdrawals (or other amounts deemed to be distributed) from the Policy constitute income to the Owner depends, in part, upon whether the Policy is considered a "modified endowment contract" ("MEC") for federal income tax purposes.

Policies Not Owned by Individuals

In the case of Policies issued to a nonnatural taxpayer, or held for the benefit of such an entity, a portion of the taxpayer's otherwise deductible interest expenses may not be deductible as a result of ownership of a Policy even if no loans are taken under the Policy. An exception to this rule is provided for certain life insurance contracts which cover the life of an individual who is a 20 percent owner, or an officer, director, or employee, of a trade or business. Entities that are considering purchasing the Policy, or entities that will be beneficiaries under a Policy, should consult a tax advisor.

Policies That Are Not MECs

Tax Treatment of Withdrawals Generally.  If the Policy is not a MEC (described below), the amount of any withdrawal from the Policy generally will be treated first as non-taxable recovery of premium and then as income from the Policy. Thus, a withdrawal from a Policy that is not a MEC generally will not be includible in income except to the extent it exceeds the investment in the contract immediately before the withdrawal. It is possible that some or all of the charge for the ExtendCare Chronic Illness Accelerated Death Benefit Rider could be treated as a withdrawal from the Policy for these purposes.

Certain Distributions Required by the Tax Law in the First 15 Policy Years.  As indicated above, Section 7702 of the Code places limitations on the amount of premiums that may be paid and the Policy Values that can accumulate relative to the Death Benefit. Where cash distributions are required under Section 7702 of the Code in connection with a reduction in benefits during the first 15 years after the Policy is issued (or if withdrawals are made in anticipation of a reduction in benefits, within the meaning of the tax law, during this period), some or all of such amounts may be includible in income notwithstanding the general rule described in the preceding paragraph. A reduction in benefits may result upon a decrease in the Face Amount, a change from one Death Benefit Option to the other, if withdrawals are made, and in certain other instances.

Tax Treatment of Loans.  If a Policy is not classified as a MEC, a loan received under the Policy generally will be treated as indebtedness of the Owner. As a result, no part of any loan under a Policy will constitute income to the Owner so long as the Policy remains in force. However in those situations where the interest rate credited to the Loan Account is identical (or nearly identical) to the interest rate charged for the loan, it is possible that some or all of the loan proceeds may be includible in income. If a Policy lapses or is surrendered when a loan is outstanding, the amount of the loan outstanding will be treated as the proceeds of a surrender for purposes of determining whether any amounts are includable in the Owner's income. As a result, the amount of your taxable income could increase by some or all of the outstanding loan. If a Policy with an outstanding loan does not lapse due to the operation of the Overloan Protection Endorsement, there is uncertainty regarding the tax consequences. It is possible that the amount of your taxable income could increase by some or all of the outstanding loan.

Generally, interest paid on any loans under this Policy will not be tax deductible. The non-deductibility of interest includes interest paid or accrued on indebtedness with respect to one or more life insurance policies owned by a taxpayer covering any individual who is or has been an officer or employee of, or financially interested in, any trade or business carried on by the taxpayer. A limited exception to this rule exists for certain interest paid in connection with certain "key person" insurance. In the case of interest paid in connection with a loan with respect to a Policy covering the life of any key person, interest is deductible only to the extent that the aggregate amount of loans under one or more life insurance policies does not exceed $50,000. Further, even as to such loans up to $50,000, interest would not be deductible if the Policy were deemed for federal tax purposes to be a single premium life insurance policy or, in certain circumstances, if the loans were treated as "systematic borrowing" within the meaning of the tax law. A "key person" is an individual who is either an officer or a twenty percent owner of the taxpayer. The maximum number of individuals who can be treated as key persons may not exceed the greater of (1) 5 individuals or (2) the lesser of 5 percent of the total number of officers and employees of the taxpayer or 20 individuals. Owners should consult a tax advisor regarding the deductibility of interest incurred in connection with this Policy.

Policies That Are MECs

Characterization of a Policy as a MEC.  In general, a Policy will be considered a MEC for federal income tax purposes if (1) the Policy is received in exchange for a life insurance contract that was a MEC, or (2) the Policy is entered into on or after June 21, 1988 and premiums are paid into the Policy more rapidly than the rate defined by a "7-Pay Test". This test generally provides that a Policy will fail this test (and thus be considered a MEC) if the accumulated amount paid under the Policy at any time during the first 7 Policy Years exceeds the cumulative sum of the net level premiums which would have been paid to that time if the Policy provided for paid-up future benefits after the payment of 7 level annual premiums. A material change of the Policy (as defined in the tax law) will generally result in a reapplication of the 7-Pay Test. In addition, any reduction in benefits during the 7-Pay period will affect the application of this test. Protective Life will monitor the Policies and will attempt to notify Owners on a timely basis if a Policy is in jeopardy of becoming a MEC. The Policy Owner may then request that Protective Life take whatever steps are available to avoid treating the Policy as a MEC, if that is desired.

Tax Treatment of Withdrawals, Loans, Assignments and Pledges under MECs.  If the Policy is a MEC, withdrawals from the Policy will be treated first as withdrawals of income and then as a recovery of premiums paid. Thus, withdrawals will be includible in income to the extent the Policy Value exceeds the investment in the contract. It is possible that some or all of the charge for the ExtendCare Chronic Illness Accelerated Death Benefit Rider could be treated as a withdrawal from the Policy for these purposes.The amount of any Policy Debt will be treated as a withdrawal for tax purposes. Distributions made within two years before a failure to meet the 7-Pay Test are treated as made under a MEC. In addition, the discussion of interest on loans and of lapses and surrenders while loans are outstanding under the caption "Policies That Are Not MECs" also applies to Policies which are MECs.

If the Owner assigns or pledges any portion of the Policy Value (or agrees to assign or pledge any portion), such portion will be treated as a withdrawal for tax purposes. If the entire Policy Value is assigned or pledged, subsequent increases in the Policy Value are also treated as withdrawals for as long as the assignment or pledge remains in place.The Owner's investment in the contract is increased by the amount includible in income with respect to any assignment, pledge, or loan, though it is not affected by any other aspect of the assignment, pledge, or loan (including its release or repayment). Before assigning, pledging, or requesting a loan under a Policy treated as a MEC, an Owner should consult a tax advisor.

Penalty Tax.  Generally, proceeds of a surrender or a withdrawal (or the amount of any deemed withdrawal such as a loan, assignment, or pledge) from a MEC are subject to a penalty tax equal to 10% of the portion of the proceeds that is includible in income, unless the surrender or withdrawal is made (1) after the Owner attains age 59-1/2, (2) because the Owner has become disabled (as defined in the tax law), or (3) as substantially equal periodic payments over the life or life expectancy of the Owner (or the joint lives or life expectancies of the Owner and his or her Beneficiary, as defined in the tax law).

Aggregation of Policies.  All life insurance contracts which are treated as MECs and which are purchased by the same person from Protective Life or any of its affiliates within the same calendar year will be aggregated and treated as one contract for purposes of determining the tax on withdrawals (including deemed withdrawals). The effects of such aggregation are not always clear; however, it could affect the amount of a surrender or a withdrawal (or a deemed withdrawal) that is taxable and the amount which might be subject to the 10% penalty tax described above.

Constructive Receipt Issues

The IRS could determine that an Owner is in constructive receipt of the Cash Value of the Policy if the Cash Value equals the Death Benefit, which can occur in some instances where the Insured is age 95 or older. If the Owner was determined to be in constructive receipt of the Cash Value, an amount equal to the excess of the Cash Value over the investment in the contract could be includible in the Owner's income at that time.

Section 1035 Exchanges

Section 1035 of the Code provides that no gain or loss will be recognized on the exchange of a life insurance policy for another life insurance policy, endowment contract, annuity contract, or long-term care insurance contract, provided that certain requirements are met. If the Policy is being issued in exchange for another life insurance policy, the requirements that must be met to receive tax-free treatment under Section 1035 of the Code, include but are not limited to: (1) the policies must have the same insured, and (2) the exchange must occur through an assignment of your old policy to us or by a direct transfer of the account value of the old policy to us by the issuer of the old policy. If your old policy was a MEC the Policy will also be a MEC. You cannot exchange an endowment, annuity, or long-term care insurance contract for a life insurance policy tax-free.If any money or other property is received in the exchange (“boot”), gain (but not loss) will be recognized equal to the lesser of the gain realized on the exchange or the amount of the boot received. We accept Section 1035 exchanges of life insurance policies with outstanding loans. If the amount of the loan under the policy exchanged is greater than the amount of the loan under the policy issued in the exchange, the difference will be treated as boot and may result in the recognition of gain. Generally, the Policy will have the same investment in the contract as the exchanged policy. However, if boot is received in the exchange the investment in the contract will be adjusted.Special rules and procedures apply to Section 1035 exchanges. These rules can be complex, and if you wish to take advantage of Section 1035, you should consult a tax and/or legal adviser.

Actions to Ensure Compliance with the Tax Law

Protective Life believes that the maximum amount of premiums it has determined for the Policies will comply with the federal tax definition of life insurance. Protective Life will monitor the amount of premiums paid, and, if the premiums paid exceed those permitted by the tax definition of life insurance, Protective Life will immediately refund the excess premiums with interest to the extent required by the Code. Protective Life also reserves the right to increase the Death Benefit (which may result in larger charges under a Policy) or to take any other action deemed necessary to ensure the compliance of the Policy with the federal tax definition of life insurance.

Other Considerations

Changing the Owner, designating an irrevocable beneficiary, exchanging the Policy, increasing the Face Amount, changing from one Death Benefit Option to another, and other changes under the Policy may have tax consequences (other than those discussed herein) depending on the circumstances of such change or withdrawal. In addition, special tax consequences may apply if you sell your Policy.

In the case of an "employer-owned life insurance contract" as defined in the tax law that is issued (or deemed to be issued) after August 17, 2006, the portion of the death benefit excludable from gross income generally will be limited to the premiums paid for the contract. However, this limitation on the death benefit exclusion will not apply if certain notice and consent requirements are satisfied and one of several exceptions is satisfied. These exceptions include circumstances in which the death benefit is payable to certain heirs of the insured or to acquire an ownership interest in a business, or where the contract covers the life of a director or an insured who is "highly compensated" within the meaning of the tax law. These rules, including the definition of an employer-owned life insurance contract, are complex, and you should consult with your advisers for guidance as to their application.

Estate, Gift and Generation-Skipping Transfer Tax Considerations

The transfer of the Policy or designation of a beneficiary may have federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes. For example, the transfer of the Policy to, or the designation as a beneficiary of, or the payment of proceeds to, a person who is assigned to a generation which is two or more generations below the generation assignment of the owner may have generation-skipping transfer tax consequences in addition to gift and estate tax consequences under federal tax law. The individual situation of each Owner or beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of Policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation-skipping and other taxes.

If this Policy is used with estate and gift tax planning in mind, you should consult with your tax advisor as to the most up-to-date information as to federal estate, gift and generation skipping tax rules.

Medicare Hospital Insurance Tax

A Medicare hospital insurance tax of 3.8% will apply to some types of investment income. This tax will apply to the taxable portion of (1) any proceeds distributed from the Policy as annuity payments pursuant to a settlement option prior to the death of the Insured, or (2) the proceeds of any sale or disposition of the Policy. This tax only applies to taxpayers with “modified adjusted gross income” above $250,000 in the case of married couples filing jointly or a qualifying widow(er) with dependent child, $125,000 in the case of married couples filing separately, and $200,000 for all others. For more information regarding this tax and whether it may apply to you, please consult your tax advisor.

Federal Income Tax Withholding

In General.  Protective Life will withhold and remit to the federal government a part of the taxable portion of a surrender and withdrawal made under a Policy unless the Owner notifies Protective Life in writing and such notice is received at the Home Office at or before the time of the surrender or withdrawal that he or she elects not to have any amounts withheld. Regardless of whether the Owner requests that no taxes be withheld or whether Protective Life withholds a sufficient amount of taxes, the Owner will be responsible for the payment of any taxes including any penalty tax that may be due on the amounts received. The Owner may also be required to pay penalties under the estimated tax rules if the Owner's withholding and estimated tax payments are insufficient to satisfy the Owner's tax liability.

Nonresident Aliens and Foreign Corporations

The discussion above provides general information regarding U.S. federal withholding tax consequences to life insurance purchasers that are U.S. citizens or residents. Purchasers or beneficiaries that are not U.S. citizens or residents will generally be subject to U.S. federal withholding tax on taxable distributions (including taxable Death Benefit Proceeds) from life insurance policies at a 30% rate, unless a lower treaty rate applies. Prospective purchasers that are not U.S. citizens or residents are advised to consult with a tax advisor regarding federal tax withholding with respect to distributions from a Policy.

FATCA Withholding

If the payee of a distribution (including the Death Benefit) from the Policy is a foreign financial institution ("FFI") or a non-financial foreign entity ("NFFE") within the meaning of the Code as amended by the Foreign Account Tax Compliance Act ("FATCA"), the distribution could be subject to U.S. federal withholding tax on the taxable amount of the distribution at a 30% rate irrespective of the status of any beneficial owner of the Policy or the nature of the distribution. The rules relating to FATCA are complex, and a tax advisor should be consulted if an FFI or NFFE is or may be designated as a payee with respect to the Policy.

SUPPLEMENTAL RIDERS AND ENDORSEMENTS

The following supplemental riders and endorsements may be available to be added to your Policy subject to state availability. Monthly charges, if applicable, for these riders will be deducted from your Policy Value as part of the monthly deduction. See "Monthly Deduction." The supplemental riders and endorsements available with the Policies provide fixed benefits that do not vary with the investment experience of the Variable Account. Additional rules and limits apply to these supplemental riders. Not all such riders may be available at any time, and supplemental riders in addition to those listed below may be made available. The ExtendCare Chronic Illness Accelerated Death Benefit Rider, the Protected Insurability Benefit Rider, and the Income Provider Option Pre-Determined Death Benefit Payout Endorsement may only be purchased or added at the time the Policy is issued. The Overloan Protection Endorsement, the Lapse Protection Endorsement, and the Terminal Illness Accelerated Death Benefit Endorsement are automatically added to all Policies at the time of issue. The Children’s Term Life Insurance Rider, the Accidental Death Benefit Rider and the Disability Benefit Rider may be added at the time of Policy issue or after issue, subject to availability and additional underwriting. Please ask your Protective Life agent for further information, or contact the Home Office.

Children's Term Life Insurance Rider.  Provides a death benefit payable on the death of a covered child. More than one child can be covered. There is no cash value under this rider.

Accidental Death Benefit Rider.  Provides an additional death benefit payable if the Insured's death results from certain accidental causes. There is no cash value under this rider.

Disability Benefit Rider.  Provides for the crediting of a specified premium to a Policy on each Monthly Anniversary during the total disability of the Insured. After the Insured has been totally disabled (as defined in the rider) for six months, Protective Life will credit premiums to the Policy equal to the disability benefit amount shown in the Policy multiplied by the number of Monthly Anniversary Days that have occurred since the onset of total disability. Monthly Anniversary Days that occur more than one calendar year prior to the date that we receive a claim under a rider are not included for the purpose of this calculation. Subsequent to the time that the Insured has been totally disabled for six months, we will credit a premium equal to the disability benefit amount on each Monthly Anniversary Day. The Owner may change the disability benefit amount by Written Notice in Good Order received by Protective Life at the Home Office at any time before the Insured becomes totally disabled. Increases are subject to evidence of insurability.

ExtendCare Chronic Illness Accelerated Death Benefit Rider (not available in all distribution channels)  This rider allows the Owner to request a monthly or annual accelerated payment of part of the Policy’s Death Benefit when we receive a written certification from a licensed health care practitioner (dated within the last 90 days) that the Insured has a qualifying chronic illness that is expected to last one or more years (the “Certification”). A qualifying chronic illness is an illness or condition that (1) prevents the Insured from performing at least two activities of daily living, such as eating, bathing, or dressing, without substantial assistance or (2) requires substantial supervision of the Insured to protect them from threats to their health and safety due to severe cognitive impairment. The licensed health care practitioner who provides the Certification can be a physician, registered professional nurse or licensed social worker, but cannot be the Owner or Insured or a family member of either the Owner or Insured. We reserve the right to require that the Insured be examined by a licensed health care practitioner chosen by us.

Under the ExtendCare Chronic Illness Accelerated Death Benefit Rider, Protective Life makes either 12 monthly payments or a single lump sum payment to the Owner for a 12-month period, known as a “Benefit Period.” The initial Benefit Period begins on the first Monthly Anniversary after we approve an Owner’s written request for accelerated payments and all conditions under the rider for benefit payments to be made have been met. Each subsequent Benefit Period begins on the first Monthly Anniversary following (1) the end of the most recent prior Benefit Period, (2) our receipt of the Certification for the new Benefit Period, and (3) when all other conditions under the rider for benefit payments to be made have been met. In addition to our receipt of the Owner’s written request for accelerated payments and the Certification, for each Benefit Period the conditions noted below must be met for the Owner to receive benefit payments under this rider.

  1. The Insured is alive.
  2. Both the Policy and the rider are inforce.
  3. We received a written consent from any irrevocable Beneficiaries or assignees of record of the Policy to allow benefit payments to be made to the Owner.
  4. 90 consecutive days from the date we receive the Certification (the “Elimination Period”) has passed. For Benefit Periods after the initial Benefit Period, this requirement does not apply if less than 30 days have passed from the date of the end of the prior Benefit Period and the date we receive the Certification for the new Benefit Period.
  5. The Insured has a qualifying chronic illness at the time a benefit payment is made.
  6. Death Benefit Option A is in effect. If the Owner did not elect Death Benefit Option A, we will change the Death Benefit Option under the Policy to Death Benefit Option A prior to our payment of the first benefit payment under this rider. We do not allow any further changes to the Death Benefit Option during a Benefit Period.
For each Benefit Period, the Owner can elect to receive a benefit payment each month or a single lump sum payment at the beginning of the Benefit Period. The lump sum payment is equal to the present value of each monthly benefit payment payable during the Benefit Period. The rider is subject to both a Lifetime Maximum Benefit and a Monthly Maximum Benefit. The information necessary to determine these amounts is set forth in the Policy schedule and the rider. We will reduce the amount of a monthly benefit payment if the Insured is chronically ill for only part of the month. In that case, the monthly benefit payment will be based on the number of days during the month the Insured is certified as chronically ill.

The Owner or Insured is responsible for the cost of the Certification for the initial Benefit Period. We will cover the cost of the Certification for any subsequent Benefit Period. We begin deducting a monthly charge upon issuance of this rider based, in part, on a maximum monthly benefit amount selected by the Owner at the time of Policy issue. During a Benefit Period, all monthly deductions required to maintain the Policy will be waived. If the Insured is certified as chronically ill for three consecutive Benefit Periods, the monthly deductions will be waived for as long as the Policy is in force. This rider is not available in California or Connecticut (CHECKING WITH VICKIE WAYBRIGHT). It is possible that for tax purposes some or all of the charge for the ExtendCare Chronic Illness Accelerated Death Benefit Rider could be treated as a withdrawal from the Policy. See “Tax Considerations.”

We must receive any written request for benefit payments, to change the amount of monthly benefit payments or to receive a single lump sum benefit payment for a Benefit Period in Good Order at our Home Office.

Protected Insurability Benefit Rider.  Provides the right to increase the Face Amount of your Policy at designated option dates at Insured's age 25, 28, 31, 34, 37 and 40 without evidence of insurability.

Overloan Protection Endorsement.  Under the provisions of this endorsement, your Policy will not Lapse and the Death Benefit will be at least $10,000 as long as all of the terms and conditions of the endorsement are met:

  1. The Policy has been in force at least 20 Policy Years;
  2. The Insured's Attained Age is at least 65;
  3. Withdrawals in an amount equal to the total premiums paid have been taken;
  4. The Policy Debt is at least 95% of the Cash Value;
  5. The Policy Debt exceeds the Face Amount;
  6. Accelerated benefits have not been received under any endorsement or rider attached to your Policy;
  7. Monthly Deductions or premiums are not being credited or waived under any endorsement or rider attached to your Policy;
  8. Invoking this benefit does not result in a death benefit that is not compliant with our reasonable interpretation of the Code; and
  9. The Policy is not a modified endowment contract.
We deduct a charge for the Overloan Protection Endorsement. Upon exercise of the benefit under the Overloan Protection Endorsement, we deduct a charge equal to the lesser of the Policy Value minus Policy Debt or 5% of the Policy Value.

Income Provider Option Pre-Determined Death Benefit Payout Endorsement. (not available in all distribution channels)  The endorsement converts the payment of Death Benefit Proceeds to the Beneficiary from a single lump sum to a series of payments pursuant to a specified payment schedule that describes the amount, frequency, and duration of payment of the Death Benefit Proceeds. If the Death Benefit is adjusted under the Policy while the Insured is living, the amounts shown in the payment schedule will be adjusted pro-rata. The Owner may choose to change the payment schedule or elect a lump sum payment of the Death Benefit Proceeds prior to the Insured's death, but the Beneficiary will not be able to change the payment schedule after the Insured's death.

Lapse Protection Endorsement.  The endorsement guarantees that your Policy will not lapse during the lapse protection period set forth on your Policy Schedule, if for each month that the Policy has been inforce, the total premiums paid (less any withdrawals or Policy loans) is equal to, or greater than, the Minimum Monthly Guarantee Amount multiplied by the number of completed Policy months, including the current month, since the Policy Effective Date. The Minimum Monthly Guarantee Amount is based upon the Company's anticipated cost of providing lapse protection on a specific Policy for the stated lapse protection period. This provision is effective during the first 15 Policy Years (if the Insured's Issue Age is 0 through 39), during the first 10 Policy Years (if the Insured's Issue Age is 40-64), or during the first 5 Policy Years (for Insured's Issue Age 65 and above). This amount varies with Policy benefits, Issue Age, sex and rate class of the Insured.

Terminal Illness Accelerated Death Benefit Endorsement.  The endorsement provides for an accelerated death benefit payment to the Owner if the Insured has a qualifying terminal illness and all of the terms and conditions of the endorsement are met. The accelerated death benefit is based on a portion of the current Face Amount and is subject to a maximum accelerated death benefit. There is no cost or charge for the endorsement. However, a lien equal to the accelerated death benefit payment is established against the Policy and accumulates interest.

The primary impact of the lien and any accumulated interest is a reduction in the amount of the Death Benefit by the amount of the lien plus accumulated interest. The lien also reduces the amount available for loans and withdrawals. Consult your sales representative and review the endorsement for limitations, terms and conditions.

EXCHANGE PRIVILEGE

The Company is offering, where allowed by law, to Owners of certain existing life policies (the "Existing Life Policy" and/or "Existing Life Policies") issued by it, such as interest sensitive whole life insurance, universal life insurance, and term life insurance policies, the opportunity to exchange such a life policy for this Policy. The Company reserves the right to modify, amend, terminate or suspend the Exchange Privilege at any time or from time to time. Owners of Existing Life Policies may exchange their Existing Life Policies for this Policy. Owners of Existing Life Policies may also make a partial or full surrender from their Existing Life Policies and use the proceeds to purchase this Policy. All charges and deductions described in this Prospectus are equally applicable to Policies purchased in an exchange. All charges and deductions may not be assessed under an Existing Life Policy in connection with an exchange, surrender, or partial surrender of an Existing Life Policy.

The Policy differs from the Existing Life Policies in many significant respects. Most importantly, the Policy Value under this Policy may consist, entirely or in part, of Variable Account Value which fluctuates in response to the net investment return of the Variable Account. In contrast, the policy values under the Existing Life Policies always reflect interest credited by the Company. While a minimum rate of interest (typically 3 to 4.5%) is guaranteed, the Company in the past has credited interest at higher rates. Accordingly, policy values under the Existing Life Policies reflect changing current interest rates and do not vary with the investment performance of a Variable Account.

The Policy also differs from the Existing Life Policies with respect to the Death Benefit. The Death Benefit payable under the Existing Life Policies is either a specified fixed dollar amount or a specified fixed dollar amount plus policy cash value, with policy cash value equal to premium payments under the Existing Life Policy credited at a specified rate(s) of interest, less charges. However, unlike the death benefit payable under an Existing Life Policy, the Death Benefit under the Policy may reflect changes in Variable Account Value as part of Policy Value. If the Guideline Premium Limitation/Cash Value Corridor Test applies to the Policy, under Death Benefit Option A, the Death Benefit will vary with the Policy Value whenever the Policy Value multiplied by the applicable specified percentage is greater than the Face Amount. If the Cash Value Accumulation Test applies to the Policy, under Death Benefit Option A, the Death Benefit will vary with the Policy Value whenever the minimum death benefit is greater than the Face Amount. If either test applies, under Death Benefit Option B, the Death Benefit will always vary with Policy Value. The death benefits under the Existing Life Policies do not reflect of the investment performance of a variable separate account of Protective Life.

There are other significant differences between the Policy and the Existing Life Policies. For example, under the Policy, there are additional fees and expenses, such as transfer fees, and mortality and expense risk charges and underlying fund expenses, none of which are assessed under the Existing Life Policies. The Lapse Protection Guarantee under the Policy may be for a shorter or longer period than the lapse protection guarantee under the particular Existing Life Policy that may be exchanged for the Policy. In addition, the sale of the Policy is subject to regulation by the U.S. Securities and Exchange Commission and the Financial Industry Regulatory Authority, but the Existing Life Policies are not. Both the Policies and the Existing Life Policies are subject to regulation by the insurance departments of the states in which they are sold.

A table which generally summarizes the different charges under the respective policies is as follows. For more complete details owners of Existing Life Policies should refer to their policy forms for a complete description. For more information on guaranteed charges for the Policy, see "Charges and Deductions."

    Existing Life Policy  Policy 
Sales Charges/Premium Expense Charge  Ranges from 0% to 12% of each premium payment in all Policy Years. The premium expense charge can vary by age under certain policies.  3.5% of each premium payment in all Policy Years. 
Administrative Fees  Ranges from $4 to $9 per month in all Policy Years  $8 per month in all Policy Years and a fee per $1,000 of Initial Face Amount per month for the first 10 Policy Years that varies based on the Insured's Issue Age, sex and rate class. 
Mortality and Expense Charges  None  A monthly charge equal to 0.050% multiplied by the Variable Account Value, which is equivalent to annual rate of 0.6% of such amount; currently 0.017% multiplied by the Variable Account Value, which is equivalent to an annual amount of 0.2% for 10 years; 0% thereafter.  
Withdrawal Charges  $25  The lesser of $25 or 2% of the withdrawal amount requested. 
Monthly Deductions  A monthly deduction consisting of: (1) cost of insurance charges (2) administrative fees (see above) (3) any charges for supplemental riders (applies to Existing Life Policies which are universal life plans).  A monthly deduction consisting of: (1) cost of insurance charges (2) administrative fees (see above) (3) monthly mortality and expense charges (see above) and (4) any charges for supplemental riders. 
Surrender Charges  Surrender charges vary by policy type and are incurred during a surrender charge period which ranges from 0 Policy Years up to 19 Policy Years.  A surrender charge per $1,000 of Initial Face Amount is assessed on surrenders, Lapse, or decrease in the initial Face Amount during the first 10 Policy Years. 
Guaranteed Interest Rate  Ranges from 1% to 4.5%.  Only Fixed Account: 1% 

Effects of the Exchange Offer

  1. The Policy will be issued to Existing Life Policy Owners. Evidence of insurability may be required.
  2. If an Existing Life Policy Insured is within current issue age limits, the Owner may carry over existing riders if available with the Policy. Evidence of insurability may be required. An increase or addition of riders will require full evidence of insurability.
  3. The Contestable and Suicide provisions in the Policy will begin again as of the effective date of the exchange, if evidence of insurability is required. If evidence of insurability is not required on the exchange, the Contestable and Suicide provisions will not begin again.

Owners of Existing Life Policies should carefully consider whether it will be advantageous to replace an Existing Life Policy with a Policy. It may not be advantageous to exchange an Existing Life Policy for a Policy (or to surrender in full or in part an Existing Life Policy and use the surrender or partial surrender proceeds to purchase a Policy). Replacement of existing insurance with the Policy may reduce or otherwise change existing Policy Benefits. Additional fees and charges also may apply.

Tax Matters.

The Company believes that an exchange of an Existing Life Policy for a Policy generally should be treated as a nontaxable exchange within the meaning of Section 1035 of the Internal Revenue Code.

A Policy purchased in exchange will generally be treated as a newly issued contract as of the effective date of the Policy. This could have various tax consequences. See "Tax Considerations."

If you surrender your Existing Life Policy in whole or in part and after receipt of the proceeds you use the surrender proceeds or partial surrender proceeds to purchase a Policy, it will not be treated as a non-taxable exchange. The surrender proceeds will generally be includible in income.

Owners of Existing Life Policies should consult their tax advisers before exchanging an Existing Life Policy for this Policy, or before surrendering in whole or in part their Existing Life Policy and using the proceeds to purchase this Policy.

USE OF THE POLICY

Life insurance, including variable life insurance, can be used to provide for many individual and business needs, in addition to providing a death benefit. Possible applications of a variable life insurance policy, such as this Policy include: (1) serving as vehicle for accumulating funds for a college education, (2) estate planning, (3) serving as an investment vehicle on various types of deferred compensation arrangements, (4) buy-sell arrangements, (5) split dollar arrangements, and (6) a supplement to other retirement plans.

As with any investment, using this Policy under these or other applications entails certain risks. For example, if investment performance of Sub-Accounts to which Policy Value is allocated is poorer than expected or if sufficient premiums are not paid, the Policy may lapse or may not accumulate Cash Value or Surrender Value sufficient to adequately fund the application for which the Policy was purchased. Similarly, certain transactions under a Policy entail risks in connection with the application for which the Policy is purchased. Withdrawals, Policy loans and interest paid on Policy loans may significantly affect current and future Policy Value, Cash Value, Surrender Value or Death Benefit Proceeds. If, for example, a Policy loan is taken but not repaid prior to the death of the Insured, the Policy Debt is subtracted from the Death Benefit in computing the Death Benefit Proceeds to be paid to a Beneficiary.

Prior to utilizing this Policy for the above applications, you should consider whether the anticipated duration of the Policy is appropriate for the application for which you intend to purchase it.

In addition, you need to consider the tax implications of using the Policy with these applications. The tax implications of using this Policy with these applications can be complex and generally are not addressed in the discussion of "Tax Considerations" above. Loans and withdrawals will affect the Policy Value and Death Benefit. There may be penalties and taxes if the Policy is surrendered, lapses, matures or if a withdrawal or a loan is made. Because of these risks, you need to carefully consider how you use this Policy. This Policy may not be suitable for all persons, under any of these applications.

STATE VARIATIONS

The Prospectus and SAI describe all material rights, benefits and obligations under the Policy. Any material state variations in the Policy are covered in this Prospectus and in a state specific policy form for use in that state. If you would like to review a copy of your Policy and its endorsements and riders, if any, contact our Home Office or your sales representative.

SALE OF THE POLICIES

We have entered into an agreement with Investment Distributors, Inc. ("IDI") under which IDI has agreed to distribute the Policies on a "best efforts" basis. Under the agreement, IDI serves as principal underwriter (as defined under Federal securities laws and regulations) for the Policies. IDI is a Tennessee corporation and was established in 1993. IDI, a wholly owned subsidiary of PLC, is an affiliate of Protective Life, and its home office shares the same address as Protective Life. IDI is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member firm of the Financial Industry Regulatory Authority ("FINRA").

IDI does not sell Policies directly to purchasers. IDI, together with Protective Life, enters into distribution agreements with other broker-dealers, including ProEquities, Inc., an affiliate of Protective Life and IDI, (collectively, "Selling Broker-Dealers") for the sale of the Policies. Registered representatives of the Selling Broker-Dealers sell the Policies directly to purchasers. Registered representatives of the Selling Broker-Dealers must be licensed as insurance agents by applicable state insurance authorities and appointed as agents of Protective Life in order to sell the Policies.

We pay commissions and additional asset-based compensation to Selling Broker-Dealers through IDI. IDI does not retain any commission payment or other amounts as principal underwriter for the Policies. However, we may pay some or all of IDI's operating and other expenses.

We paid the following aggregate dollar amounts to IDI in commissions and additional asset-based compensation relating to sales of our variable life policies, other than the Policies. The commission and additional asset-based sales compensation figures below do not reflect commissions or additional asset-based sales compensation paid in connection with sales of the Policies since sales of the Policies had not commenced prior to the date of this prospectus. IDI did not retain any of these amounts, and passed along this compensation directly to the Selling Broker-Dealers.

Fiscal Year Ended    Amount Paid to IDI 
December 31, 2016  $9,275,665 
December 31, 2017  $8,903,766 
December 31, 2018  $7,510,893 

We offer the Policy on a continuous basis. While we anticipate continuing to offer the Policies, we reserve the right to discontinue the offering at any time.

Selling Broker-Dealers

We pay commissions and may provide some form of non-cash compensation to all Selling Broker-Dealers in connection with the promotion and sale of the Policies. A portion of any payments made to Selling Broker-Dealers may be passed on to their registered representatives in accordance with their internal compensation programs. We may use any of our corporate assets to pay commissions and other costs of distributing the Policies, including any profit from the mortality and expense risk charge. Commissions and other incentives or payments described below are not charged directly to Policy Owners or the Variable Account. We intend to recoup commissions and other sales expenses through fees and charges deducted under the Policies.

Compensation Paid to All Selling Broker-Dealers.  We pay commissions as a percentage of initial and subsequent premium payments at the time we receive them, as a percentage of Policy Value on an ongoing basis, or a combination of both. Registered representatives may be paid commissions by their selling firms on Policies they sell based on premiums paid in amounts up to approximately 105% of a targeted first year premium payment. A targeted first year premium payment is approximately equal to your minimum initial premium on an annual basis. For premiums paid in the first Policy Year which exceed this targeted amount, registered representatives may receive up to 4.5% on premiums in excess of target. For premiums received during Policy Years two through ten, the registered representatives may be paid up to 5.0% on premiums. After the first ten Policy Years registered representatives may be paid up to 1.00% on premiums received and 0.25% on unloaned Policy Value. In the normal course of business, we may also provide non-cash compensation in connection with the promotion of the Policies, including conferences and seminars (including travel, lodging and meals in connection therewith), and items of relatively small value, such as promotional gifts, meals, or tickets to sporting or entertainment events, in accordance with all applicable federal and state rules, including FINRA’s non-cash compensation rules.

The registered representative who sells you the Policy typically receives a portion of the compensation we pay to his or her Selling Broker-Dealer, depending on the agreement between the Selling Broker-Dealer and your registered representative and the Selling Broker-Dealer's internal compensation program. These programs may include other types of cash and non-cash compensation and other benefits. If you would like information about what your registered representative and the Selling Broker-Dealer for whom he or she works may receive in connection with your purchase of a Policy, please ask your registered representative.

Additional Compensation Paid to Selected Selling Broker-Dealers.  In addition to ordinary commissions and non-cash compensation, we may pay additional asset-based compensation in the form of marketing allowances and "revenue sharing" to selected Selling Broker-Dealers. These payments are made through IDI. These payments may be (1) additional amounts as a percentage of premium payments and/or premiums we receive on our variable insurance products, and (2) additional "trail" commissions, which are periodic payments as a percentage of the contract and policy values or variable account values of our variable insurance products. Some or all of these additional asset-based compensation payments may be conditioned upon the Selling Broker-Dealer producing a specified amount of new premium payments and/or premiums and/or maintaining a specified amount of contract and policy value with us.

The Selling Broker-Dealers to whom we pay additional asset-based compensation provide preferential treatment with respect to our products in their marketing programs. Preferential treatment of our products by a Selling Broker-Dealer may include any or all of the following: (1) enhanced marketing of our products over non-preferred products; (2) increased access to the Selling Broker- Dealer's registered representatives; and (3) payment of higher compensation to registered representatives for selling our products than for selling non-preferred products.

In 2018, we paid additional asset-based compensation to the Selling Broker-Dealers Edward Jones, UBS, Advisor Group, LPL Financial, Raymond James, Cetera Financial and Stifel in connection with the sale of our variable insurance products (including the Policies). These payments ranged from $6,256 to $11,852,999 in total.

These additional asset-based compensation arrangements are not offered to all Selling Broker-Dealers. These arrangements are designed to specially encourage the sale of our products (and/or our affiliates' products) by such Selling Broker-Dealers. The prospect of receiving, or the receipt of, additional asset-based compensation may provide Selling Broker-Dealers and/or their registered representatives with an incentive to favor sales of our variable insurance products (including the Policies) over other variable insurance products (or other investments) with respect to which a Selling Broker-Dealer does not receive additional compensation, or receives lower levels of additional compensation. You may wish to take such payment arrangements into account when considering and evaluating any recommendation relating to the Policies. If you would like information about what your registered representative and the Selling Broker-Dealer for whom he or she works may receive in connection with your purchase of a Policy, please ask your registered representative.

We may also pay to selected Selling Broker-Dealers, including those listed above as well as others, additional compensation in the form of (1) payments for participation in meetings and conferences that include presentations about our products (including the Policies), and (2) payments to help defray the costs of sales conferences and educational seminars for the Selling Broker-Dealers' registered representatives.

Arrangements with Affiliated Selling Broker-Dealer.  In addition to the ordinary commissions and non-cash compensation that we pay to all Selling Broker-Dealers, including ProEquities, Inc., we or our parent company, PLC, pay some of the operating and other expenses of ProEquities, Inc., such as paid-in-capital and certain overhead expenses. Additionally, employees of ProEquities, Inc. may be eligible to participate in various employee benefit plans offered by PLC.

LEGAL PROCEEDINGS

Protective Life and its subsidiaries, like other insurance companies, in the ordinary course of business are involved in some class action and other lawsuits, or alternatively in arbitration. In some class action and other lawsuits involving insurance companies, substantial damages have been sought and material payments have been made. Although the outcome of any litigation or arbitration cannot be predicted, Protective Life believes that at the present time there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on Protective Life's or the Variable Account's financial position.

We are currently being audited on behalf of multiple states' treasury and controllers' offices for compliance with laws and regulations concerning the identification, reporting, and escheatment of unclaimed benefits or abandoned funds. The audits focus on insurance company processes and procedures for identifying unreported death claims, and their use of the Social Security Death Master File to identify deceased insureds and contract Owners. In addition, we are the subject of a multistate market conduct examination with a similar focus on the handling of unreported claims and abandoned property. The audits and related examination activity may result in additional payments to beneficiaries, escheatment of funds deemed abandoned, administrative penalties, and changes in our procedures for the identification of unreported claims and handling of escheatable property. We do not believe that any regulatory actions or agreements that result from these examinations will have a material adverse impact on the Variable Account, on IDI's ability to perform under its principal underwriting agreement, or on our ability to meet our obligations under the Policy.

FINANCIAL STATEMENTS

Our financial statements and the financial statements of the Variable Account are contained in the Statement of Additional Information ("SAI"). Our financial statements only have bearing upon our ability to meet our obligations under the Policies. For a free copy of the SAI, please call or write to us at our Home Office.

GLOSSARY

"We", "us", "our", "Protective Life", and "Company"
Refer to Protective Life Insurance Company. "You", "your" and "Owner" refer to the person(s) who have been issued a Policy.

Attained Age
The Insured's age as of the nearest birthday on the Policy Effective Date, plus the number of complete Policy Years since the Policy Effective Date.

Beneficiary
The person, persons or entity whom the Owner designates to receive the proceeds of the Policy upon the death of the Insured. The Owner may designate a primary Beneficiary or Beneficiaries, as well as a contingent Beneficiary or Beneficiaries to receive the proceeds if there is no primary Beneficiary(ies) living at the time of the Insured's death. A Beneficiary may also be designated as irrevocable which may limit the Owner's ability to alter that designation or make future Policy changes.

Cancellation Period
Period shown in the Policy during which the Owner may exercise the cancellation privilege and return the Policy for a refund.

Cash Value
Policy Value minus any applicable Surrender Charge.

Death Benefit
The amount of insurance provided under the Policy used to determine the Death Benefit Proceeds.

Death Benefit Option
One of two options that an Owner may select for the computation of Death Benefit Proceeds, Face Amount (Option A, Level), or Face Amount Plus Policy Value (Option B, Increasing).

Death Benefit Proceeds
The amount payable to the Beneficiary if the Insured dies while the Policy is in force. It is equal to the Death Benefit plus any death benefit under any rider to the Policy less (1) any Policy Debt (2) any liens for payments made under an accelerated death benefit rider or endorsement plus accrued interest and (3) less any unpaid Monthly Deductions if the Insured dies during a grace period.

Due Proof of Death
Receipt at our Home Office of a certified death certificate or judicial order from a court of competent jurisdiction or similar tribunal.

Face Amount
A dollar amount selected by the Owner and shown in the Policy on the Policy Specifications Page or Supplemental Policy Specifications Page. The minimum Face Amount permitted under the Policy is $100,000.

Fixed Account
Part of Protective Life's General Account to or from which Policy Value may be transferred and into which Net Premiums may be allocated under a Policy.

Fixed Account Value
The Policy Value in the Fixed Account.

Fund
A separate investment portfolio of an open-end management investment company or unit investment trust in which a Sub-Account invests.

General Account
All of the Company's assets other than those allocated to the Variable Account or any other separate account. The Company has complete ownership and control of the assets in the General Account.

Good Order ("good order")
A request or transaction generally is considered in "Good Order" if we receive it at our Administrative Office within the time limits, if any, we prescribe for a particular transaction or instruction, it includes all information necessary for us to execute the requested instruction or transaction, and is signed by the individual or individuals authorized to provide the instruction or engage in the transaction. A request or transaction may be rejected or delayed if not in Good Order. Good Order generally means the actual receipt by us of the instructions relating to the requested transaction in writing (or, when permitted, by telephone or Internet as described above) along with all forms, information and supporting legal documentation we require to affect the instruction or transaction. This information and documentation generally includes, to the extent applicable: the completed application or instruction form; evidence of insurability; your policy number; the transaction amount (in dollars or percentage terms); the names and allocations to and/or from the Funds affected by the requested transaction; the signatures of the Policy Owner (exactly as indicated on the Policy), if necessary; Social Security Number or Tax I.D.; and any other information or supporting documentation that we may require, including any consents. With respect to premium payments, Good Order also generally includes receipt by one of us of sufficient funds to affect the purchase. We may, in our sole discretion, determine whether any particular transaction request is in Good Order, and we reserve the right to change or waive any Good Order requirement at any time. If you have questions, you should contact us or your financial advisor before submitting the form or request.

Home Office
2801 Highway 280 South, Birmingham, Alabama 35223.

Initial Face Amount
The Face Amount on the Policy Effective Date.

Insured
The person whose life is covered by the Policy.

Issue Age
The Insured's age as of the nearest birthday on the Policy Effective Date.

Issue Date
The date the Policy is issued.

Lapse
Termination of the Policy at the expiration of the grace period while the Insured is still living.

Loan Account
An account within Protective Life's General Account to which Fixed Account Value and/or Variable Account Value is transferred as collateral for Policy loans.

Loan Account Value
The Policy Value in the Loan Account.

Minimum Monthly Guarantee Amount
For Policies issued on Insured's Issue Age through 80, the cumulative minimum amount of premium payments (net of any Policy Debt or withdrawals) that must be paid in order for the Policy's lapse protection to remain in effect.

Monthly Anniversary Day
The same day in each month as the Policy Effective Date.

Monthly Deduction
The fees and charges deducted monthly from the Fixed Account Value and/or Variable Account Value as described on the Policy Specifications Page of the Policy.

Net Amount at Risk
The Net Amount at Risk as of any Monthly Anniversary Day is equal to: (a) the Death Benefit discounted at one plus the monthly guaranteed interest rate minus the Policy Value (prior to deducting the Cost of Insurance), if the Death Benefit Option is Death Benefit Option A (Level Death Benefit); or, (b) the Death Benefit minus the Policy Value discounted at one plus the monthly guaranteed interest rate, if the Death Benefit Option is Death Benefit Option B (Increasing Death Benefit).

Net Premium
A premium payment minus the applicable premium expense charges.

Owner
The person, or persons, or entity entitled to all rights in this Policy while the Insured is living. These rights are subject to any assignment and to the rights of any Irrevocable Beneficiary. The Owner may name a contingent Owner who will own this Policy if the Owner dies while this Policy is in force. If the Owner dies before the Insured, any contingent Owner named in the application, or subsequent endorsement, will become the new Owner. If no contingent Owner is named, the Owner's estate becomes the new Owner. The Owner may change the Owner (including a contingent Owner) by Written Notice.

Policy Anniversary
The same day and month in each Policy Year as the Policy Effective Date.

Policy Debt
The sum of all outstanding policy loans plus accrued interest.

Policy Effective Date
The date shown in the Policy as of which coverage under the Policy begins.

Policy Month
The Policy Month begins on a Monthly Anniversary Day and ends on the day prior to the next Monthly Anniversary Day.

Policy Value
The sum of the Variable Account Value, the Fixed Account Value, and the Loan Account Value.

Policy Year
Each period of twelve months commencing with the Policy Effective Date and each Policy Anniversary thereafter.

Sub-Account
A separate division of the Variable Account established to invest in a particular Fund.

Sub-Account Value
The Policy Value in a Sub-Account.

Surrender Charge
A charge deducted from the Policy Value if the Policy is surrendered, Lapses, or the Initial Face Amount is decreased during the first 10 Policy Years.

Surrender Value
The Cash Value minus any outstanding Policy Debt and any liens for payments made under an accelerated death benefit rider or endorsement plus accrued interest.

Valuation Day
Each day the New York Stock Exchange and the Home Office are open for business except for a day that a Sub-Account's corresponding Fund does not value its shares.

Valuation Period
The period commencing with the close of regular trading on the New York Stock Exchange on any Valuation Day and ending at the close of regular trading on the New York Stock Exchange on the next succeeding Valuation Day.

Variable Account
Protective Variable Life Separate Account, a separate investment account of Protective Life to and from which Policy Value may be transferred and into which Net Premiums may be allocated.

Variable Account Value
The sum of all Sub-Account Values.

Written Notice
A notice or request submitted in writing in a form satisfactory to Protective Life and received at the Home Office via U.S. postal service or nationally recognized overnight delivery service.

STATEMENT OF ADDITIONAL INFORMATION

Table of Contents

Page
ADDITIONAL POLICY INFORMATION 1
   LIMITS ON POLICY RIGHTS 1
   MISSTATEMENT OF AGE OR SEX 1
   SETTLEMENT OPTIONS 1
SUPPLEMENTAL RIDERS AND ENDORSEMENTS 2
ILLUSTRATIONS 3
ADDITIONAL INFORMATION 2
   CEFLI 2
   OTHER INVESTORS IN THE FUNDS 2
   ASSIGNMENT 2
   STATE REGULATION 2
   REPORTS TO OWNERS 3
   LEGAL MATTERS 3
   EXPERTS 3
   REINSURANCE 3
   ADDITIONAL INFORMATION 3
   FINANCIAL STATEMENTS 3
INDEX TO FINANCIAL STATEMENTS

APPENDIX A

Examples of Death Benefit Computations Under Options A and B (Guideline Premium Limitation Test Example)

Option A Example.  For purposes of this example, assume that the Insured's Attained Age is between 0 and 40 and that there is no outstanding Policy Debt or liens. Under Option A, a Policy with a $100,000 Face Amount will generally pay $100,000 in Death Benefits. However, because the Death Benefit must be equal to or be greater than 250% of the Policy Value, any time that the Policy Value exceeds $40,000, the Death Benefit will exceed the $100,000 Face Amount. Each additional dollar added to Policy Value above $40,000 will increase the Death Benefit by $2.50. A Policy with a $100,000 Face Amount and a Policy Value of $50,000 will provide Death Benefit of $125,000 ($50,000 x 250%); a Policy Value of $60,000 will provide a Death Benefit of $150,000 ($60,000 x 250%); a Policy Value of $70,000 will provide a Death Benefit of $175,000 ($70,000 x 250%).

Similarly, so long as Policy Value exceeds $40,000, each dollar taken out of Policy Value will reduce the Death Benefit by $2.50. If, for example, the Policy Value is reduced from $45,000 to $40,000 because of partial surrenders, charges, or negative investment performance, the Death Benefit will be reduced from $112,500 to $100,000. If at any time, however, the Policy Value multiplied by the Face Amount percentage is less than the Face Amount, the Death Benefit will equal the current Face Amount of the Policy.

The Face Amount percentage becomes lower as the Insured's Attained Age increases. If the Attained Age of the Insured in the example above were, for example, 50 (rather than between 0 and 40), the specified amount factor would be 185%. The Death Benefit would not exceed the $100,000 Face Amount unless the Policy Value exceeded approximately $54,055 (rather than $40,000), and each dollar then added to or taken from the Policy Value would change the life insurance proceeds by $1.85 (rather than $2.50).

Option B Example.  For purposes of this example, assume that the Insured's Attained Age is between 0 and 40 and that there is no outstanding Policy Debt or liens. Under Option B, a Policy with a Face Amount of $100,000 will generally provide a Death Benefit of $100,000 plus Policy Value. Thus, for example, a Policy with a Policy Value of $10,000 will have a Death Benefit of $110,000 ($100,000 + $10,000); a Policy Value of $20,000 will provide a Death Benefit of $120,000 ($100,000 + $20,000). The Death Benefit, however, must be at least 250% of the Policy Value. As a result, if the Policy Value exceeds $66,666, the Death Benefit will be greater than the Face Amount plus Policy Value. Each additional dollar of Policy Value above $66,666 will increase the Death Benefit by $2.50. A Policy with a Face Amount of $100,000 and a Policy Value of $70,000 will provide a Death Benefit of $175,000 ($70,000 x 250%); a Policy Value of $80,000 will provide a Death Benefit of $200,000 ($80,000 x 250%).

Similarly, any time Policy Value exceeds $66,666, each dollar taken out of Policy Value will reduce the Death Benefit by $2.50. If, for example, the Policy Value is reduced from $80,000 to $75,000 because of partial surrenders, charges, or negative investment performance, the Death Benefit will be reduced from $200,000 to $187,500. If at any time, however, Policy Value multiplied by the Face Amount percentage is less than the Face Amount plus the Policy Value, then the Death Benefit will be the current Face Amount plus Policy Value of the Policy.

The Face Amount percentage becomes lower as the Insured's Attained Age increases. If the Attained Age of the Insured in the example above were, for example, 50 (rather than under 40), the Face Amount factor would be 185%. The amount of the Death Benefit would be the sum of the Policy Value plus $100,000 unless the Policy Value exceeded $117,647 (rather than $66,666), and each dollar then added to or taken from the Policy Value would change the Death Benefit by $1.85 (rather than $2.50).

Table of Face Amount Percentages

Attained Age    Percentage  Attained Age  Percentage  Attained Age  Percentage  Attained Age  Percentage 
0-40  250%  50  185%  60  130%  70  115% 
41  243%  51  178%  61  128%  71  113% 
42  236%  52  171%  62  126%  72  111% 
43  229%  53  164%  63  124%  73  109% 
44  222%  54  157%  64  122%  74  107% 
45  215%  55  150%  65  120%  75-90  105% 
46  209%  56  146%  66  119%  91  104% 
47  203%  57  142%  67  118%  92  103% 
48  197%  58  138%  68  117%  93  102% 
49  191%  59  134%  69  116%  94  101% 
            95+  100% 

Examples of Death Benefit Computations Under Options A and B (Cash Value Accumulation Test Example)

Option A Example.  For purposes of this example, assume that the Insured is a male, standard nontobacco class and the Insured's Attained Age is 40 and that there is no outstanding Policy Debt or liens. Under Option A, a Policy with a $100,000 Face Amount will generally pay $100,000 in Death Benefits. However, because the Death Benefit must be equal to or be greater than 343% of the Policy Value, any time that the Policy Value exceeds $29,154, the Death Benefit will exceed the $100,000 Face Amount. Each additional dollar added to Policy Value above $29,154 will increase the Death Benefit by $3.43. A Policy with a $100,000 Face Amount and a Policy Value of $50,000 will provide Death Benefit of $171,500 ($50,000 x 343%); a Policy Value of $60,000 will provide a Death Benefit of $205,800 ($60,000 x 343%); a Policy Value of $70,000 will provide a Death Benefit of $240,100 ($70,000 x 343%).

Similarly, so long as Policy Value exceeds $29,154, each dollar taken out of Policy Value will reduce the Death Benefit by $3.43. If, for example, the Policy Value is reduced from $35,000 to $29,154 because of partial surrenders, charges, or negative investment performance, the Death Benefit will be reduced from $120,050 to $100,000. If at any time, however, the Policy Value multiplied by the Face Amount percentage is less than the Face Amount, the Death Benefit will equal the current Face Amount of the Policy.

The Face Amount percentage becomes lower as the Insured's Attained Age increases. If the Attained Age of the Insured in the example above were, for example, 50 (rather than 40), the specified amount factor would be 291%. The Death Benefit would not exceed the $100,000 Face Amount unless the Policy Value exceeded approximately $34,364 (rather than $29,154), and each dollar then added to or taken from the Policy Value would change the life insurance proceeds by $2.91 (rather than $3.43).

Option B Example.  For purposes of this example, assume that the Insured is a male, standard nontobacco class and the Insured's Attained Age is 40 and that there is no outstanding Policy Debt or liens. Under Option B, a Policy with a Face Amount of $100,000 will generally provide a Death Benefit of $100,000 plus Policy Value. Thus, for example, a Policy with a Policy Value of $10,000 will have a Death Benefit of $110,000 ($100,000 + $10,000); a Policy Value of $20,000 will provide a Death Benefit of $120,000 ($100,000 + $20,000). The Death Benefit, however, must be at least 343% of the Policy Value. As a result, if the Policy Value exceeds $41,153, the Death Benefit will be greater than the Face Amount plus Policy Value. Each additional dollar of Policy Value above $41,153 will increase the Death Benefit by $3.43. A Policy with a Face Amount of $100,000 and a Policy Value of $50,000 will provide a Death Benefit of $171,500 ($50,000 x 343%); a Policy Value of $60,000 will provide a Death Benefit of $205,800 ($60,000 x 343%).

Similarly, any time Policy Value exceeds $41,153, each dollar taken out of Policy Value will reduce the Death Benefit by $3.43. If, for example, the Policy Value is reduced from $80,000 to $75,000 because of partial surrenders, charges, or negative investment performance, the Death Benefit will be reduced from $274,400 to $257,250. If at any time, however, Policy Value multiplied by the Face Amount percentage is less than the Face Amount plus the Policy Value, then the Death Benefit will be the current Face Amount plus Policy Value of the Policy.

The Face Amount percentage becomes lower as the Insured's Attained Age increases. If the Attained Age of the Insured in the example above were, for example, 50 (rather than 40), the Face Amount factor would be 291%. The amount of the Death Benefit would be the sum of the Policy Value plus $100,000 unless the Policy Value exceeded $52,356 (rather than $41,153), and each dollar then added to or taken from the Policy Value would change the Death Benefit by $2.91 (rather than $3.43).

To learn more about the Policy, you should read the SAI dated the same date as this Prospectus. The SAI contains more detailed information about the Policy than is contained in this Prospectus. The Table of Contents for the SAI appears on the last page of this Prospectus. Personalized illustrations of Death Benefits, Cash Value, and Policy Values are available without charge. For a free copy of the SAI, to receive personalized illustrations, and to request other information about the Policy please contact Brokerage Life Services at the toll-free telephone number shown on the cover. To request an SAI by mail, please tear off, complete and return this form to Protective Life's Brokerage Life Services Division customer service at the address shown on the cover.

The SAI has been filed with the SEC and is incorporated by reference into this Prospectus. The SEC maintains an Internet website (http://www.sec.gov) that contains the SAI and other information about us and the Policy. Information about us and the Policy (including the SAI) may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C., or may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549-0102. Additional information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 942-8090.

Please send me a free copy of the SAI for the [Protective Strategic Objectives VUL II].

Name:

Address:

City, State, Zip:

Daytime Telephone Number:


Investment Company Act of 1940 Registration File No. 811-7337

PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
(Registrant)

PROTECTIVE LIFE INSURANCE COMPANY
(Depositor)

2801 Highway 280 South
Birmingham, Alabama 35223
(800) 265-1545

STATEMENT OF ADDITIONAL INFORMATION
Individual Flexible Premium Variable and Fixed Life Insurance Policy

This Statement of Additional Information ("SAI") contains additional information regarding the individual flexible premium variable and fixed life insurance policy (the "Policy") offered by Protective Life Insurance Company ("Protective Life"). The Policy is issued to individuals. This SAI is not a prospectus, and should be read together with the Prospectus for the Policy dated November __, 2019 and the prospectuses for the Funds. You may obtain a copy of these prospectuses by writing or calling us at our address or phone number shown above. Capitalized terms in this SAI have the same meanings as in the Prospectus for the Policy.

November __, 2019


STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

   

Page

 

Additional Policy Information

   

1

   

Limits on Policy Rights

   

1

   

Misstatement of Age or Sex

   

1

   

Settlement Options

   

1

   

Illustrations

   

1

   

Additional Information

   

2

   

CEFLI

   

2

   

Other Investors in the Funds

   

2

   

Assignment

   

2

   

State Regulation

   

2

   

Reports to Owners

   

2

   

Legal Matters

   

3

   

Experts

   

3

   

Reinsurance

   

3

   

Additional Information

   

3

   

Financial Statements

   

3

   

Index to Financial Statements

     

ADDITIONAL POLICY INFORMATION

Limits on Policy Rights

Incontestability. Unless fraud is involved, Protective Life will not contest the Policy, or any supplemental rider, after the Policy or rider has been in force during the Insured's lifetime for two years from the Policy Effective Date or the effective date of the rider. Likewise, unless fraud is involved, Protective Life will not contest an increase in the Face Amount with respect to statements made in the evidence of insurability for that increase after the increase has been in force during the life of the Insured for two years after the effective date of the increase.

Suicide Exclusion. If the Insured dies by suicide, while sane or insane, within two years after the Policy Effective Date, the Death Benefit will be limited to the premium payments made before death, less any Policy Debt, liens (including accrued interest) and any withdrawals. If the Insured dies by suicide within two years after an increase in Face Amount, the Death Benefit with respect to the increase will be limited to the sum of the monthly cost of insurance charges made for that increase.

Misstatement of Age or Sex

If the Insured's age or sex has been misstated in the application for the Policy or in any application for supplemental riders, the Death Benefit under the Policy or such supplemental riders is the amount which would have been provided by the most recent cost of insurance charge, and the cost of such supplemental riders, at the correct age and sex.

Settlement Options

The following settlement options may be elected.

Option 1 — Payment for a Fixed Period. Equal monthly payments will be made for any period of up to 30 years. The amount of each payment depends on the total amount applied, the period selected and the monthly payment rates Protective Life is using when the first payment is due.

Option 2 — Life Income with Payments for a Guaranteed Period. Equal monthly payments are based on the life of the named annuitant. Payments will continue for the lifetime of the annuitant with payments guaranteed for 10 or 20 years. Payments stop at the end of the selected guaranteed period or when the named person dies, whichever is later.

Option 3 — Interest Income. Protective Life will hold any amount applied under this option. Interest on the unpaid balance will be paid each month at a rate determined by Protective Life. This rate will never be less than 1% per year.

Option 4 — Payments for a Fixed Amount. Equal monthly payments will be made of an agreed fixed amount. The amount of each payment may not be less than $10 for each $1,000 applied. Interest will be credited each month on the unpaid balance and added to it. This interest will be at a rate set by us, but will never be less than 1% per year. Payments continue until the amount Protective Life holds runs out. The last payment will be for the balance only.

Minimum Amounts. Protective Life reserves the right to pay the total amount of the Policy in one lump sum, if less than $5,000. If monthly payments are less than $50, payments may be made quarterly, semi-annually, or annually at Protective Life's option.

Other Requirements. Settlement options must be elected by Written Notice received by Protective Life at the Home Office. The Owner may elect settlement options during the Insured's lifetime; beneficiaries may elect settlement options thereafter if Death Benefit Proceeds are payable in a lump sum. The effective date of an option applied to Death Benefit Proceeds is the date the due proof of death of the Insured is received at the Home Office. The effective date of an option applied to Surrender Value is the effective date of the surrender.

If Protective Life has available, at the time a settlement option is elected, options or rates on a more favorable basis than those guaranteed, the higher benefits will apply.

ILLUSTRATIONS

We may provide illustrations for Death Benefit, Policy Value, and Surrender Value based on hypothetical rates of return that are not guaranteed. The illustrations also assume costs of insurance for a hypothetical person. These illustrations are illustrative only and are not a representation of past or future performance. Your rates of return and insurance charges may be higher or lower than these illustrations. The actual return on your policy account value will depend on factors such as the amounts you allocate to particular Funds, the amounts deducted for the Policy's monthly charges, the Funds' expense ratios, and your policy loan and partial withdrawal history.


1


Before you purchase the Policy and upon request thereafter, we will provide illustrations of future benefits under the Policy based upon the proposed insured's age and underwriting class, face amount, planned premiums, and riders requested. We reserve the right to charge a reasonable fee for this service to persons who request more than one illustration during a Policy Year.

ADDITIONAL INFORMATION

CEFLI

Protective Life is a member of the Compliance & Ethics Forum for Life Insurers ("CEFLI"), and as such may include the CEFLI logo and information about CEFLI membership in Protective advertisements. Companies that belong to CEFLI subscribe to a set of ethical standards covering the various aspects of sales and service for individually sold life insurance and annuities.

Other Investors in the Funds

Shares of the Legg Mason Partners Variable Equity Trust, PIMCO Variable Insurance Trust, Royce Capital Fund, AIM Variable Insurance Funds (Invesco Variable Insurance Funds), Fidelity Variable Insurance Products, Lord Abbett Series Fund, Inc., Goldman Sachs Variable Insurance Trust, Franklin Templeton Variable Insurance Products Trust, American Funds Insurance Series and Northern Lights Variable Trust are sold to separate accounts of insurance companies, which may or may not be affiliated with Protective Life or each other, a practice known as "shared funding." They may also be sold to separate accounts to serve as the underlying investment for both variable annuity contracts and variable life insurance policies, a practice known as "mixed funding." Shares of some of these Funds may also be sold to certain qualified pension and retirement plans. As a result, there is a possibility that a material conflict may arise among and between the interests of Policy Owners and other of the Fund's various investors. In the event of any such material conflicts, Protective Life will consider what action may be appropriate, including removing the Fund from the Variable Account or replacing the Fund with another Fund. The board of directors (or trustees) of each of the Legg Mason Partners Variable Equity Trust, PIMCO Variable Insurance Trust, Royce Capital Fund, AIM Variable Insurance Funds (Invesco Variable Insurance Funds), DFA Investment Dimensions Group Inc., Fidelity Variable Insurance Products, Lord Abbett Series Fund, Inc., Goldman Sachs Variable Insurance Trust, Franklin Templeton Variable Insurance Products Trust and Vanguard Variable Insurance Funds monitors events related to their Funds to identify possible material irreconcilable conflicts among and between the interests of the Fund's various investors. There are certain risks associated with mixed and shared funding and with the sale of shares to qualified pension and retirement plans, as disclosed in each Fund's prospectus.

Assignment

The Policy may be assigned in accordance with its terms. An assignment is binding upon Protective Life only if it is in writing and filed at the Home Office. Once Protective Life has received a signed copy of the assignment, the Owner's rights and the interest of any beneficiary (or any other person) will be subject to the assignment. Protective Life assumes no responsibility for the validity or sufficiency of any assignment. An assignment is subject to any Policy Debt and any liens. An assignment may result in certain amounts being subject to income tax and a 10% penalty tax. (See "Tax Considerations" in the prospectuses.)

State Regulation

Protective Life is subject to regulation by the Department of Insurance of the State of Tennessee, which periodically examines the financial condition and operations of Protective Life. Protective Life is also subject to the insurance laws and regulations of all jurisdictions where it does business. The Policy has been filed with and, where required, approved by, insurance officials in those jurisdictions where it is sold.

Protective Life is required to submit annual statements of operations, including financial statements, to the insurance departments of the various jurisdictions where it does business to determine solvency and compliance with applicable insurance laws and regulations.

Reports to Owners

Each year you will be sent a report at your last known address showing, as of the end of the current report period: the Death Benefit; Policy Value; Fixed Account Value; Variable Account Value; Loan Account Value; Sub-Account Values; premiums paid since the last report; withdrawals since the last report; any Policy loans and accrued interest; Surrender Value; current Net Premium allocations; charges deducted since the last report; any liens and accrued interest; and any other information required by law. You will also be sent an annual and a semi-annual report for each Fund underlying a Sub-Account to which you have allocated Policy Value, including a list of the securities held in each


2


Fund, as required by the Investment Company Act of 1940. In addition, when you pay premiums or request any other financial transaction under your Policy you will receive a written confirmation of these transactions.

Legal Matters

Eversheds Sutherland (US) LLP of Washington, D.C. has provided advice on certain matters relating to the federal securities laws.

Experts

[TO BE INCLUDED WITH PRE-EFFECTIVE AMENDMENT]

Reinsurance

The Company may reinsure a portion of the risks assumed under the Policies.

Additional Information

A registration statement has been filed with the SEC under the Securities Act of 1933, as amended, with respect to the Policies. Not all the information set forth in the registration statement, and the amendments and exhibits thereto, has been included in the prospectuses and this SAI. Statements contained in this SAI concerning the content of the Policies and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC at 100 F Street, N.E., Washington, DC 20549. The instruments may also be accessed using the SEC's website at http://www.sec.gov.

Financial Statements

The audited statements of assets and liabilities of the Sub-Accounts of Protective Variable Life Separate Account as of December 31, 2018 and the related statements of operations and of changes in net assets for each of the periods presented as well as the Report of Independent Registered Public Accounting Firm are contained herein.

The audited consolidated balance sheets for Protective Life as of December 31, 2018 and 2017 and the related consolidated statements of income, comprehensive income (loss), shareowner's equity, and cash flows for the three years in the period ended December 31, 2018, as well as the Report of Independent Registered Public Accounting Firm are contained herein. Protective Life's Financial Statements should be considered only as bearing on its ability to meet its obligations under the Policies. They should not be considered as bearing on the investment performance of the assets held in the Protective Variable Life Separate Account.

[TO BE INCLUDED WITH PRE-EFFECTIVE AMENDMENT]


3


 

PART C

 

OTHER INFORMATION

 

1

Certified resolutions of the board of directors of Protective Life Insurance Company establishing Protective Variable Life Separate Account.

 

Filed herein

 

 

2

Custodian Agreement — None.

 

 

3(a)

Form of Underwriting Agreement among Protective Life Insurance Company, Investment Distributors, Inc. and Protective Variable Life Separate Account.

 

Filed herein

 

 

3(a)(1)

Amendment I to the Underwriting Agreement (PLICO and IDI).

 

Filed herein

 

 

3(a)(2)

Second Amended Distribution Agreement between IDI and PLICO is incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form N-4 Registration Statement (File No. 333-190294) filed with the Commission on April 25, 2014.

 

 

3(a)(3)

Second Amended Distribution agreement between IDI and PLICO, as Revised June 1, 2018 is incorporated herein by reference to the Post-Effective Amendment No.26 to the Form N-4 Registration Statement (File No. 333-112892) filed with the Commission on July 20, 2018.

 

 

3(b)

Form of Distribution Agreement between Investment Distributors, Inc. and selling broker-dealers.

 

Filed herein

 

 

4(a)

[Protective Strategic Objectives II VUL] Form of Contract.

 

Filed herein

 

 

4(b)

Children’s term life rider.

 

Filed herein

 

 

4(c)

Form of Protected Insurability Rider.

 

Filed herein

 

 

4(d)

Form of Accidental Death Benefit Rider.

 

Filed herein

 

 

4(e)

Form of Waiver of Specified Premium Rider.

 

Filed herein

 

 

4(f)

Form of Chronic Illness accelerated Death Benefit Rider.

 

Filed herein

 

C- 1

 

4(g)

Form of Pre-Determined Death Benefit Payout Endorsement

 

Filed herein

 

 

4(h)

Form of Overloan Protection Endorsement.

 

Filed herein

 

 

4(i)

Form of Terminal Illness Accelerated Death Benefit Endorsement.

 

Filed herein

 

 

4(j)

Form of Lapse Protection Endorsement.

 

Filed herein

 

 

4(k)

ExtendCare Rider.

 

Filed herein

 

 

5

Form of Variable Universal Individual Life Insurance Application.

 

Filed herein

 

 

6(a)

2011 Amended and Restated Charter of Protective Life Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 8 to the Form N-4 Registration Statement (File No. 333-153041) as filed with the Commission on September 16, 2011.

 

 

6(b)

2011 Amended and Restated Bylaws of Protective Life Insurance Company is incorporated herein by reference to Post-Effective Amendment No. 8 to the Form N-4 Registration Statement (File No. 333-153041) as filed with the Commission on September 16, 2011.

 

 

7(a)

Form of Automatic and Facultative Yearly Renewable Term Agreement.

 

Filed herein

 

 

7(b)

List of Reinsurers

 

To be filed by Pre-Effective Amendment

 

 

8(a)

Participation Agreement (Fidelity Variable Insurance Products Funds) is incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement (File No. 33-61599) as filed with the Commission on April 20, 2001.

 

 

8(b)

Participation Agreement (Lord Abbett series Fund, Inc.) is incorporated herein by reference to Post-Effective Amendment No. 3 to the Form N-4 Registration Statement (File No. 333-94047) as filed with the Commission on April 25, 2002.

 

C- 2

 

8(c)

Participation Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to the initial Registration Statement on Form N-4 (File No. 333-112892) as filed with the Commission on February 17, 2004.

 

 

8(d)(i)

Amendment to Participation Agreement re Summary Prospectus (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 19 to the Form N-4 Registration Statement (333-113070) as filed with the Commission on April 25, 2011.

 

 

8(e)

Participation Agreement and Amendment No. 1 (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-116813) as filed with the Commission on April 28, 2006.

 

 

8(e)(i)

Amendment to Participation Agreement re Summary Prospectus (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 19 to the Form N-4 Registration Statement (333-113070) as filed with the Commission on April 25, 2011.

 

 

8(f)

Amended and Restated Participation Agreement (Fidelity Variable Insurance Products Funds) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-4 Registration Statement (File No. 333-116813) as filed with the Commission on April 28, 2006.

 

 

8(g)

Rule 22c-2 Shareholder Information Agreement (Fidelity Variable Insurance Products) is incorporated herein by reference to Post-Effective Amendment No. 17 to the Form N-4 Registration Statement (File No. 33-70984) as filed with the Commission on April 27, 2007.

 

 

8(h)

Rule 22c-2 Shareholder Information Agreement (Franklin Templeton Variable Insurance Products Trust) is incorporated herein by reference to Post-Effective Amendment No. 17 to the Form N-4 Registration Statement (File No. 33-70984) as filed with the Commission on April 27, 2007.

 

 

8(i)

Rule 22c-2 Shareholder Information Agreement (Goldman Sachs Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 17 to the Form N-4 Registration Statement (File No. 33-70984) as filed with the Commission on April 27, 2007.

 

 

8(j)

Rule 22c-2 Shareholder Information Agreement (Lord Abbett Series Fund) is incorporated herein by reference to Post-Effective Amendment No. 17 to the Form N-4 Registration Statement (File No. 33-70984) as filed with the Commission on April 27, 2007.

 

C- 3

 

8(k)

Participation Agreement (Legg Mason) is incorporated herein by reference to Post-Effective Amendment No. 15 to the Form N-4 Registration Statement (File No. 333-113070) as filed with the Commission on October 28, 2009.

 

 

8(l)

Participation Agreement (PIMCO) is incorporated herein by reference to Post-Effective Amendment No. 15 to the Form N-4 Registration Statement (File No. 333-113070) as filed with the Commission on October 28, 2009.

 

 

8(m)(i) 

Form of Novation of and Amendment to Participation Agreement (PIMCO Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 19 to the Form N-4 Registration Statement (File No. 333-113070) as filed with the Commission on April 25, 2011.

 

 

8(m)(ii)

Form of Amendment to Participation Agreement re Summary Prospectuses (PIMCO Variable Insurance Trust) is incorporated herein by reference to Post-Effective Amendment No. 19 to the Form N-4 Registration Statement (File No. 333-113070) as filed with the Commission on April 25, 2011.

 

 

8(n)

Participation Agreement (Royce Capital) is incorporated herein by reference to Post-Effective Amendment No. 15 to the Form N-4 Registration Statement (File No. 333-113070) as filed with the Commission on October 28, 2009.

 

 

8(o)

Rule 22c-2 Information Sharing Agreement (Royce Capital) is incorporated herein by reference to Post-Effective Amendment No. 15 to the Form N-4 Registration Statement (File No. 333-113070) as filed with the Commission on October 28, 2009.

 

 

8(p)

Participation Agreement (AIM Variable Insurance Funds (Invesco Variable Insurance Funds) is incorporated herein by reference to Post-Effective Amendment No. 19 to the Form N-4 Registration Statement (File No. 333-113070) as filed with the Commission on April 25, 2011.

 

 

8(q)

Participation Agreement (American Funds Insurance Series) is incorporated herein by reference to Post-Effective Amendment No. 2 to the Form N-6 Registration Statement (333-194115) filed with the Commission on June 26, 2015.

 

 

8(r)

Rule 22c-2 Shareholder Information Agreement (American Funds Insurance Series) is incorporated herein by reference to Post-Effective Amendment No. 11 to the Form N-4 Registration Statement (File No. 333-113070) as filed with the Commission on April 30, 2008.

 

 

8(s)

Participation Agreement (Northern Lights Variable Trust) is incorporated herein by reference to Post-Effective Amendment No. 6 to the Form N-6 Registration Statement (File No. 333-206951) as filed with the Commission on July 12, 2017.

 

C- 4

 

8(t)

Participation Agreement (DFA Investment Dimensions Group Inc.)

 

To be filed by Pre-Effective Amendment

 

 

8(u)

Participation Agreement (Vanguard Variable Insurance Fund)

 

To be filed by Pre-Effective Amendment

 

 

9

Administrative Contracts — not applicable.

 

 

10

Other Material Contracts — not applicable.

 

 

11

Opinion and consent of Max Berueffy, Esq.

 

Filed herein

 

 

12

Actuarial Opinion. Not Applicable.

 

 

13

Calculations. Not applicable.

 

 

14

Other Opinions

 

 

14(a)

Consent of Eversheds Sutherland (US) LLP

 

To be file by Pre-Effective Amendment

 

 

14(b)

Consent of PricewaterhouseCoopers, LLP

 

To be file by Pre-Effective Amendment

 

 

15

Omitted Financial Statements. No Financial Statements are omitted from Item 24.

 

 

16

Initial Capital Agreements. Not applicable.

 

 

17

Redeemability Exemption.

 

 

17(a)

Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) describing issue, transfer and redemption procedures.

 

To be file by Pre-Effective Amendment

 

 

18

Powers of Attorney.

 

Filed herein

 

C- 5

 

Item 27.      Directors and Officers of Depositor.

 

Name and Principal Business Address*

 

Position and Offices with Depositor

Adams, D. Scott

 

Executive Vice President, Chief Digital and Innovation Officer

Bartlett, Malcolm Lee

 

Senior Vice President, Tax

Bedwell, Robert R. III

 

Senior Vice President, Mortgage Loans

Berueffy, Max

 

Senior Vice President, Senior Counsel

Bielen, Richard J.

 

Chief Executive Officer, Executive Committee, Chairman of the Board, President, Director

Black, Lance P.

 

Senior Vice President

Borie, Kevin B.

 

Senior Vice President

Callaway, Steve M.

 

Senior Vice President

Cirulli, Vincent

 

Senior Vice President, Derivatives and VA Hedging

Creutzmann, Scott E.

 

Senior Vice President, Chief Compliance Officer

Cyphert, Mark

 

Senior Vice President

Drew, Mark L.

 

Executive Vice President, General Counsel

 

C- 6

 

Name and Principal Business Address*

 

Position and Offices with Depositor

Evesque, Wendy L.

 

Senior Vice President, Chief Human Resources Officer

Flint, Christopher W.

 

Senior Vice President, Distribution Companies

Goyer, Stephane

 

Senior Vice President, Head of Annuity Product Development

Harrison, Wade V.

 

Senior Vice President, Chief Product Actuary

Herring, Derry W

 

Senior Vice President, Chief Auditor

Kane, Nancy

 

Executive Vice President, Acquisitions and Corporate Development

Karchunas, M. Scott

 

Senior Vice President, Asset Protection Division

Kohler, Matthew

 

Senior Vice President, Chief Technology Officer

Lawrence, Mary Pat

 

Senior Vice President, Government Affairs

Loper, David M

 

Senior Vice President, Senior Counsel

McVeigh, Mark

 

Senior Vice President, Life Insurance Sales

Moloney, Michelle

 

Senior Vice President, Chief Risk Officer

Moschner, Christopher

 

Senior Vice President, Chief Marketing Officer

Passafiume, Philip E.

 

Senior Vice President, Director of Fixed Income

Riebel, Matthew A.

 

Senior Vice President, Chief Sales Officer

Seurkamp, Aaron C.

 

Senior Vice President, Life and Annuity Executive

Stokes, Barrie Balzli

 

Senior Vice President, Senior Counsel

Temple, Michael G.

 

Executive Committee, Director, Vice Chairman, Finance and Risk

Thigpen, Carl S.

 

Executive Vice President, Chief Investment Officer, Director

Wagner, James

 

Senior Vice President, Annuity Sales

Walker, Steven G.

 

Executive Vice President, Chief Financial Officer

Wells, Paul R.

 

Senior Vice President, Controller, Chief Accounting Officer

Whitcomb, John

 

Senior Vice President, Distribution Operations

Williams, Lucinda S.

 

Senior Vice President, Customer Experience

 

*                  Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223.

 

Item 28.      Persons Controlled by or Under Common Control With the Depositor or Registrant.

 

The registrant is a segregated asset account of the Company and is therefore owned and controlled by the Company. All of the Company’s outstanding voting common stock is owned by Protective Life Corporation. Protective Life Corporation is described more fully in the prospectus included in this registration statement. Various companies and other entities controlled by Protective Life Corporation may therefore be considered to be under common control with the registrant or the Company. Such other companies and entities, together with the identity of their controlling persons (where applicable), are set forth in Exhibit 21 to Form 10-K of Protective Life Corporation for the fiscal year ended December 31, 2018 (File No. 001-11339) filed with the Commission on March 5, 2019.

 

Item 29.      Indemnification.

 

Article XI of the By-laws of Protective Life provides, in substance, that any of Protective Life’s directors and officers, who is a party or is threatened to be made a party to any action, suit or proceeding, other than an action by or in the right of Protective Life, by reason of the fact that he is or was an officer or director, shall be indemnified by Protective Life against expenses (including attorneys’ fees), judgments,

 

C- 7

 

fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the claim, action or suit is or was by or in the right of Protective Life to procure a judgment in its favor, such person shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Protective Life, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to Protective Life unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a director or officer has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified by Protective Life against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, not withstanding that he has not been successful on any other claim issue or matter in any such action, suit or proceeding. Unless ordered by a court, indemnification shall be made by Protective Life only as authorized in the specific case upon a determination that indemnification of the officer or director is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to, or who have been successful on the merits or otherwise with respect to, such claim action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the shareholders.

 

In addition, the executive officers and directors are insured by PLC’s Directors’ and Officers’ Liability Insurance Policy including Company Reimbursement and are indemnified by a written contract with PLC which supplements such coverage.

 

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification may be against public policy as expressed in the Act and may be, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Item 30.      Principal Underwriter.

 

(a)          Other Activity. Investment Distributors, Inc. (“IDI”) is the principal underwriter of the Policies as defined in the Investment Company Act of 1940. IDI is also principal underwriter for the Protective Variable Annuity Separate Account, and the Variable Annuity Separate Account A of Protective Life.

 

(b)          Management. The following information is furnished with respect to the officers and directors of Investment Distributors, Inc.

 

C- 8

 

Name and Principal
Business Address*

 

Position and Offices

 

Position and Offices with Registrant

Brown, Barry K.

 

Assistant Secretary

 

Vice President, Operations

Caldwell, Edwin V. II

 

President and Director

 

Vice President, Acquisition Services

Callaway, Steve M.

 

Secretary and Director

 

Senior Vice President, Senior Counsel

Creutzmann, Scott E.

 

Chief Compliance Officer

 

Senior Vice President, Chief Compliance Officer

Debnar, Lawrence J.

 

Assistant Financial Officer

 

Vice President, Financial Reporting

Gilmer, Joseph F.

 

Assistant Financial Officer and Director

 

Assistant Vice President — Financial Reporting

Johnson, Julena G.

 

Assistant Compliance Officer

 

Compliance Director

Majewski, Carol L.

 

Assistant Compliance Officer

 

Assistant Vice President, Compliance

Morsch, Letitia

 

Assistant Secretary

 

Vice President, Operations

Tennent, Rayburn

 

Chief Financial Officer

 

Financial Analyst III

 

*                  Unless otherwise indicated, principal business address is 2801 Highway 280 South, Birmingham, Alabama 35223.

 

(c)   Compensation From the Registrant. The following commissions were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant’s last fiscal year:

 

(1) Name of Principal
Underwriter

 

(2) Net Underwriting
Discounts and Commissions

 

(3) Compensation on
Redemption

 

(4) Brokerage
Commissions

 

(5) Other
Compensation

 

Investments Distributors, Inc.

 

None

 

None

 

N/A

 

N/A

 

 

Item 31.      Location of Accounts and Records.

 

All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder are maintained by Protective Life Insurance Company at 2801 Highway 280 South, Birmingham, Alabama, 35223.

 

Item 32.      Management Services.

 

All management contracts are discussed in Part A or Part B.

 

Item 33.      Fee Representation.

 

Protective Life hereby represents that the fees and charges deducted under the variable life insurance policies described herein are, in the aggregate, reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by it under such policies.

 

C- 9

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama on July 19, 2019.

 

 

PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT

 

(Registrant)

 

 

 

By:

*

 

 

Richard J. Bielen, President,

 

 

Protective Life Insurance Company

 

 

 

PROTECTIVE LIFE INSURANCE COMPANY

 

(Depositor)

 

 

 

By:

*

 

 

Richard J. Bielen, President,

 

 

Protective Life Insurance Company

 

As required by the Securities Act of 1933, this Registration Statement on Form N-6 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

*

 

President, Chief Executive Officer Chairman of the Board and Director (Principal Executive Officer)

 

July 19, 2019

Richard J. Bielen

 

 

 

 

 

 

 

 

*

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

July 19, 2019

Steven G. Walker

 

 

 

 

 

 

 

 

*

 

Executive Vice President, Chief Investment Officer and Director

 

July 19, 2019

Carl S. Thigpen

 

 

 

 

 

 

 

 

 

*BY:

/S/ MAX BERUEFFY

 

 

 

July 19, 2019

Max Berueffy

 

 

 

 

Attorney-in-Fact

 

 

 

 

 

 

Exhibits

 

1                                          Certified Resolutions of the board of directors of Protective Life Insurance Company establishing Protective Variable Life Separate account

 

3(a)                           Form of Underwriting Agreement among Protective Life Insurance Company, Investment Distributors, Inc. and Protective Variable Life Separate Account

 

3(a)(1)  Amendment 1 to the Underwriting Agreement (PLICO and IDI)

 

3(b)                           Form of Distribution Agreement between Investment Distributors, Inc. and selling broker-dealers

 

4(a)                           [Protective Strategic Objectives II VUL] Form of Contract

 

4(b)                           Children’s Term Life Insurance Rider

 

4(c)                            Protected Insurability Rider

 

4(d)                           Accidental Death Benefit Rider

 

4(e)                            Waiver of Specified Premium Rider

 

4(f)                             Chronic Illness accelerated Death Benefit Rider

 

4(g)                            Pre-Determined Death Benefit Payout Endorsement

 

4(h)                           Overloan Protection Endorsement

 

4(i)                               Terminal Illness Accelerated Death Benefit Endorsement

 

4(j)                              Lapse Protection Endorsement

 

4(k)                           ExtendCare Rider

 

5                                          Form of Variable Universal Individual Life Insurance Application.

 

7(a)                           Form of Automatic and Facultative Yearly Renewable Term Agreement

 

11                                   Opinion and consent of Max Berueffy, Esq.

 

18                                   Powers of Attorney

 

Exhibit 99.1

 

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

PROTECTIVE LIFE INSURANCE COMPANY

IN LIEU OF A MEETING

 

The undersigned, constituting all of the directors of PROTECTIVE LIFE INSURANCE COMPANY (“Company”), do hereby consent, in accordance with Article III, Section 10 of the By-Laws, that such corporate action be valid and binding as if duly adopted at a special meeting of the Board of Directors called and held on this date and do hereby unanimously adopt and approve the following resolutions for proper filing with any applicable regulatory authorities:

 

RESOLVED, That the Board of Directors of the Company hereby establishes a separate account, pursuant to Tennessee Code § 56-3-501, designated the “Protective Variable Life Separate Account” (hereinafter “Life Account”) for the following use and purposes, and subject to such conditions as hereinafter set forth; and

 

RESOLVED FURTHER, That the Life Account is established for the purpose of providing for the issuance by the Company of certain variable life insurance contracts (“Contracts”), and shall constitute a funding medium to support reserves under such Contracts issued by the Company; and

 

RESOLVED FURTHER, That to the extent so provided under such Contracts issued by the Company that portion of the assets of the Life Account equal to the reserves and other contract liabilities of the Life Account shall not be chargeable with liabilities arising out of any other business the Company may conduct; and

 

RESOLVED FURTHER, That the income, if any, and gains and losses, realized or unrealized, on such Life Account shall be credited to or charged against the amounts allocated to the Life Account with the Agreement, without regard to other income, gains, or losses of the Company; and

 

RESOLVED FURTHER, That the Life Account shall be divided into investment subaccounts, each investment subaccount in the Life Account shall invest in the shares of a mutual fund portfolio or other investments designated on the contract specifications page of the Contract and net premiums under the Contracts shall be allocated to the eligible portfolios in accordance with instructions received from owners of the Contracts; and

 

 

RESOLVED FURTHER, That the Board of Directors expressly reserve the right to add or remove any investment subaccount of the Life Account or substitute one designated mutual fund or other investment for another as it may hereafter deem necessary or appropriate;

 

RESOLVED FURTHER, That the appropriate officers of the Company be and the same hereby are authorized and each of them, with full power to act without the others, be, and they hereby are, severally authorized to invest such amount or amount of the Company’s cash in the Life Account or in any investment subaccount thereof as may be deemed necessary or appropriate to facilitate the commencement of the Life Account’s operations and/or to meet any minimum capital requirements under the Investment Company Act of 1940 (the “1940 Act”); and

 

RESOLVED FURTHER, That the appropriate officers of the Company be and the same hereby are authorized and each of them, with full power to act without the others, be, and they hereby are, severally authorized to transfer cash from time to time between the Company’s general account and the Life Account as deemed necessary or appropriate and consistent with the terms of the Contracts; and

 

RESOLVED FURTHER, That the Board of Directors of the Company reserves the right to change the designation of the Life Account hereafter to such other designation as it may deem necessary or appropriate; and

 

RESOLVED FURTHER, That the appropriate officers of the Company be and the same hereby are authorized and each of them, with full power to act without the others, with such assistance from the Company’s independent certified public accountants, legal counsel and independent consultants or others as they may require, be, and they hereby are, severally authorized and directed to take all action necessary to: (a) register the Life Account as a unit investment trust under the 1940 Act; (b) register the Contracts in such amounts, which may be an indefinite amount, as such officer of the Company shall from time to time deem appropriate under the Securities Act of 1933 (the “1933 Act”); and (c) take all other actions which are necessary in connection with the offering of the Contracts for sale and the operation of the Life Account in order to comply with the 1940 Act, the Securities Exchange Act of 1934, the 1933 Act, and other applicable federal laws, including the filing of any amendments to registration statements, any undertakings, and any applications for exemptions from the 1940 Act or other applicable federal

 

2

 

laws as the officers of the Company shall deem necessary or appropriate; and

 

RESOLVED FURTHER, That the appropriate officers of the Company be and the same hereby are authorized and each of them, with full power to act without the others, hereby are severally authorized and empowered to prepare, execute and cause to be filed with the Securities and Exchange Commission on behalf of the Life Account, and by the Company as sponsor and depositor, a Notification of Registration on Form N-8A, a registration statement registering the Life Account as an investment company under the 1940 Act and the Contracts under the 1933 Act, and any and all amendments to the foregoing on behalf of the Life Account and the Company and on behalf of an as attorneys-in-fact for the chief executive officer and/or the chief financial officer and/or the principal accounting officer and/or any other officer of the Company; and

 

RESOLVED FURTHER, That Lizabeth Reynolds Nichols is duly appointed as agent for service under such registration statement, duly authorized to receive communications and notices from the Securities and Exchange Commission with respect thereto; and

 

RESOLVED FURTHER, That the appropriate officers of the Company be and the same hereby are authorized and each of them, with full power to act without the other, hereby are severally authorized on behalf of the Life Account and on behalf of the Company to take any and all action that each of them may deem necessary or advisable in order to offer and sell the Contracts, including any registrations, filings and qualifications both of the Company, its officers, agents and employees, and of the Contracts, under the insurance and securities laws of any of the states of the United States of America or other jurisdictions, and in connection therewith to prepare, execute, deliver and file all such applications, reports, covenants, resolutions, applications for exemptions, consents to service of process and other papers and instruments as may be required under such laws, and to take any and all further action which such officers or legal counsel of the Company may deem necessary or desirable (including entering into whatever agreements and contracts may be necessary) in order to maintain such registrations or qualifications for as long as the officers or legal counsel deem it to be in the best interests of the Life Account and the Company; and

 

3

 

RESOLVED FURTHER, That the appropriate officers of the Company be and the same hereby are authorized and each of them, with full power to act without the others, be, and they hereby are, severally authorized in their names and on behalf of the Life Account and the Company to execute and file irrevocable written consents on the part of the Life Account and of the Company to be used in such states wherein such consents to service of process may be requisite under the insurance or securities laws therein in connection with the registration or qualification of the Contracts and to appoint the appropriate state official, or such other person as may be allowed by insurance or securities laws, agent of the Life Account and of the Company for the purpose of receiving and accepting process; and

 

RESOLVED FURTHER, That the appropriate officers of the Company be and the same hereby are authorized and each of them, with full power to act without the others, be, and hereby are, severally authorized to establish procedures under which the Company will provide voting rights for owners of the Contracts with respect to securities owned by the Life Account; and

 

RESOLVED FURTHER, That the appropriate officers of the Company be and the same hereby are authorized and each of them, with full power to act with the others, are hereby severally authorized to execute such agreement or agreements as deemed necessary and appropriate (i) with Investment Distributors, Inc. or other qualified entity under which Investment Distributors, Inc. or such other entity will be appointed principal underwriter and distributor for the Contracts, (ii) with one or more qualified banks or other qualified entities to provide administrative and/or custody services in connection with the establishment and maintenance of the Life Account and the design, issuance, and administration of the Contracts, and (iii) with the designated mutual funds and/or the principal underwriter and distributor of those funds for the purchase and redemption of fund shares.

 

RESOLVED FURTHER, That the appropriate officers of the Company be and the same hereby are authorized and each of them, with full power to act without the others, are hereby severally authorized to execute and deliver such agreements and other documents and do such acts and things as each of them may deem necessary or desirable to carry out the foregoing resolutions and the intent and purposes thereof.

 

4

 

IN WITNESS WHEREOF, each of the undersigned members of the Board of Directors of the Company has set his hand and seal as of the 22nd day of February, 1995.

 

 

 

 

/s/ Ormond L. Bentley

 

/s/ Drayton Nabers, Jr.

Ormond L. Bentley

 

Drayton Nabers, Jr.

 

 

 

/s/ R. Stephen Briggs

 

/s/ Steven A. Schultz

R. Stephen Briggs

 

Steven A. Schultz

 

 

 

/s/ John D. Johns

 

/s/ Wayne E. Stuenkel

John D. Johns

 

Wayne E. Stuenkel

 

 

 

/s/ Jim E. Massengale

 

/s/ A. S. Williams III

Jim E. Massengale

 

A. S. Williams III

 

 

 

/s/ Deborah J. Long

 

 

Deborah J. Long

 

 

 

5

EXHIBIT 99.3(a)

 

UNDERWRITING AGREEMENT

 

This UNDERWRITING AGREEMENT (“Agreement”) is entered into on this day of   , 1995, between Protective Life Insurance Company a life insurance company organized and existing under the laws of the State of Tennessee, for itself and on behalf of the Protective Variable Life Separate Account (“Protective”) and Investment Distributors, Inc. (“IDI”), a broker-dealer organized and existing under the laws of the State of Tennessee.

 

WITNESSETH:

 

WHEREAS, the Board of Directors of PROTECTIVE has registered interests in a certain individual flexible premium variable and fixed life insurance policies (the “Policies”) with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940, as amended;

 

WHEREAS, IDI is a broker-dealer registered as such under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. (“NASD”); and

 

WHEREAS, IDI has agreed to act as principal underwriter in connection with offers and sales of the Policies under the terms and conditions set forth in this Agreement.

 

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and conditions set forth herein, PROTECTIVE and IDI agree as follows:

 

A. DISTRIBUTION SERVICES

 

1.               IDI represents that it is duly registered as a broker-dealer under the Securities Exchange Act of 1934 Act and is a member in good standing of the NASD and, to the extent necessary to offer the Policies, shall be duly registered or otherwise qualified under the securities laws of any state or other jurisdiction.

 

2.               IDI shall act as the principal underwriter for the sale of Policies to the public, during the term of this Agreement, in each state and other jurisdiction in which such Policies may lawfully be sold. IDI shall offer the Policies for sale and distribution under guidelines established by PROTECTIVE. IDI agrees to use its best efforts to solicit applications for the Policies at its own expense, and otherwise perform all duties and functions which are necessary and proper for the distribution of the Policies; provided, however, IDI shall not be obligated to sell any specific number of Policies. Completed applications for Policies shall be transmitted directly to PROTECTIVE for acceptance or rejection in accordance with underwriting rules established by PROTECTIVE. All premium payments under the Policies shall be made by check payable to PROTECTIVE and shall be transmitted promptly in full by IDI or its representatives to PROTECTIVE.

 

3.               IDI shall be fully responsible for training, supervising and controlling its representatives soliciting applications for Policies, for taking all necessary and appropriate steps to ensure compliance by IDI and its representatives on a continuous basis with the NASD Rules of Fair Practice, federal and state securities law requirements and all other applicable laws and regulations concerning the offer and sale of Policies (and the riders and other contracts offered in connection therewith), and for ensuring that its representatives are duly and appropriately licensed or otherwise qualified for the offer and sale of the Policies under the federal securities laws and any applicable securities, insurance or other laws of each state or other jurisdiction in which the Policies may be lawfully sold.

 

4.               PROTECTIVE agrees that during the term of this Agreement it will take any action which is required to cause the Policies to comply as insurance products and a registered security with all applicable federal and state laws and regulations.

 

1

 

5.               IDI agrees that it will execute such documents and do such acts as shall from time to time be reasonably requested by PROTECTIVE for the purpose of (a) maintaining the registration of the Policies under the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, and (b) qualifying and maintaining qualification of the Policies for sale under the applicable laws of any state or other jurisdiction.

 

6.               IDI is hereby authorized to enter into separate written agreements, on such terms and conditions as IDI may determine which are not inconsistent with this Agreement, with one or more organizations which agree to participate in the distribution of the Policies. Such organization (hereafter “Brokers”) shall be registered both as a broker/dealer under the 1934 Act and as a member of the NASD. All such sales agreements shall provide that each Broker will assume full responsibility for continued compliance by itself and its representatives with applicable federal and state securities laws, including but not limited to training, supervision and control of its representatives engaged in the distribution of the Policies. IDI shall obtain the approval of PROTECTIVE prior to entering into an agreement with any such organization. All Brokers shall act as independent contractors and nothing herein shall constitute such Brokers or their agents or employees as employees of PROTECTIVE in connection with the sale of the Policies.

 

7.               IDI shall take reasonable steps to ensure that any Broker and its representatives soliciting applications for Policies shall be duly and appropriately licensed, registered or otherwise qualified for the sale of such Policies (and the riders and other contracts offered in connection therewith) under the state insurance laws, the federal securities laws, and any applicable blue-sky laws of each state or other jurisdiction in which PROTECTIVE is licensed to sell the Policies.

 

8.               IDI shall take reasonable steps to ensure that each Broker trains, supervises and controls its representatives in compliance with applicable laws and regulations including, but not limited to (a) conducting such training (including the preparation and utilization of training materials) as in the opinion of IDI is necessary to accomplish the purposes of this Agreement and (b) establish and implement reasonable written procedures for supervision of sales practices of agents, representatives or brokers selling the Policies. Each Broker shall assume any legal responsibilities of PROTECTIVE for the acts, commissions, omissions, or declarations of such representatives in so far as they relate to the sale of the Policies. Applications for Policies solicited by a Broker through its agents or representatives shall be transmitted directly to PROTECTIVE, and if received by IDI, shall be forwarded to PROTECTIVE. All premium payments under the Policies shall be made by check payable to PROTECTIVE and remitted promptly to PROTECTIVE as agent for IDI.

 

9.               PROTECTIVE shall undertake to appoint the qualified representatives of IDI or any Broker appointed by IDI as life insurance agents of PROTECTIVE and shall apply for proper licenses in the appropriate states or jurisdictions for these proposed agents. PROTECTIVE reserves the right to refuse to appoint any proposed agent, or once appointed to terminate the same.

 

B. COMPLIANCE AND RECORDKEEPING

 

1.               IDI is authorized to appoint the organizations described in paragraph 6 of Article A above as independent agents of PROTECTIVE for the sale of the Policies. IDI is responsible for ensuring that Brokers are duly qualified, under the insurance laws of the applicable jurisdictions, to sell the Policies.

 

2.               PROTECTIVE and IDI wish to ensure that Policies sold by IDI will be issued to purchasers for whom the Policies will be suitable. IDI shall take reasonable steps to ensure that the various representatives appointed by it shall not make recommendations to an applicant to purchase a Policy in the absence of reasonable grounds to believe that the purchase of the Policies is suitable for such applicant. While not limited to the following, a determination of suitability shall be based on information furnished to a representative after reasonable inquiry of such applicant concerning the applicant’s retirement and financial needs, objectives and situation. IDI is not authorized to give any information or to make any representations concerning the Policies other than those contained in the current prospectus filed with the SEC or in such sales literature as may be authorized by PROTECTIVE.

 

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3.               PROTECTIVE, at its sole expense, shall have the responsibility for furnishing IDI and its representatives with prospectuses, financial statements, sales promotion materials as well as individual sales proposals related to the sale of the Policies, and other documents which IDI reasonably requests for use in connection with the distribution of the Policies. PROTECTIVE shall have responsibility for preparing, filing with the appropriate federal and state regulatory authorities and printing all required prospectuses and/or registration statements in connection with the Policies and the payments of all related expenses. IDI shall not use any sales materials that have not been approved by PROTECTIVE; provided, however, that IDI shall have responsibility for approving and filing all sales literature and advertisements with the NASD and the SEC as required by law or rule.

 

4.               On behalf of IDI, PROTECTIVE shall cause to be maintained and preserved, for the periods prescribed, such accounts, books and other documents as are required of PROTECTIVE and IDI by the Securities Act of 1933, Securities Exchange Act of 1934, and the Investment Company Act of 1940, any applicable releases issued by the SEC under the federal securities laws, and any other applicable laws and regulations in connection with the offer and sale of the Policies. The books, accounts and records of PROTECTIVE and IDI as to all transactions hereunder shall be maintained so as to disclose clearly and accurately the nature and details of the transactions. PROTECTIVE shall maintain, on behalf of and as agent for IDI, such books and records of IDI pertaining to the offer and sale of the Policies and required by the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940, as may be mutually agreed upon from time to time by PROTECTIVE and IDI, including but not limited to maintaining a record of representatives licensed, registered and otherwise qualified under the federal securities laws to sell the Policies and of the payments of commissions and service fees made to such representatives; provided that such books and records shall be the property of IDI and shall at all times be subject to such reasonable periodic, special or other inspection or examination by the SEC and all other regulatory bodies having jurisdiction. PROTECTIVE, on behalf of and as agent for IDI, shall be responsible for sending all required confirmations on customer transactions upon or before completion thereof in compliance with applicable laws and regulations, as modified by an exemption or other relief obtained by PROTECTIVE, and any applicable releases issued by the SEC under the federal securities laws. Such confirmation, unless modified by an exemption or other relief obtained by PROTECTIVE, shall reflect the facts of the transaction, and the form thereof will show that it is being sent on behalf of IDI acting in the capacity of agent for PROTECTIVE.

 

5.               PROTECTIVE shall own and control all pertinent records relating to the Policies. IDI agrees that all accounts and records which it maintains for PROTECTIVE shall be the property of PROTECTIVE and that it will surrender promptly to the designated officers of PROTECTIVE any or all such accounts and records upon request. PROTECTIVE, or its authorized representative shall have the right to copy any such records in the possession of IDI. Such accounts and records shall be available to properly constituted government authorities as required by federal and state law and/or regulation. IDI shall cause PROTECTIVE to be furnished with such reports as PROTECTIVE may reasonably request for the purpose of meeting its reporting and recordkeeping requirements under the insurance laws of the State of Tennessee and any other applicable states or jurisdictions.

 

6.               IDI and PROTECTIVE agree to cooperate fully in any insurance regulatory investigation or proceeding or judicial proceeding arising in connection with Policies distributed under this Agreement. IDI and PROTECTIVE further agree to cooperate fully in any securities regulatory inspection, inquiry, investigation or proceeding or judicial proceeding with respect to PROTECTIVE, IDI, their affiliates and their agents or representatives to the extent that such inspection, inquiry, investigation or proceeding is in connection with Policies distributed under this Agreement. Without limitation:

 

(a)          IDI will be notified promptly of any customer complaint or notice of any regulatory inspection, inquiry, investigation or proceeding or judicial proceeding received by PROTECTIVE with respect to IDI or any agent or representative or which may affect PROTECTIVE’s issuance of any Policy marketed under this Agreement.

 

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(b)          IDI will promptly notify PROTECTIVE of any customer complaint or notice of any regulatory inspection, inquiry, investigation or proceeding received by IDI or its affiliates with respect to IDI or any agent or representative in connection with any Policy distributed under this Agreement or any activity in connection with any such Policy.

 

(c)           In the case of a substantive customer complaint, IDI and PROTECTIVE will cooperate in investigating such complaint and any response to such complaint will be sent to the other party to this Agreement for approval not less than [five] business days prior to its being sent to the customer or regulatory authority, except that, if a more prompt response is required, the proposed response shall be communicated by telephone or telecopy.

 

C. COMPENSATION

 

1.               On behalf of IDI, PROTECTIVE shall arrange for the payment of commissions directly to those registered representatives of IDI who are entitled thereto in connection with the sale of the Policies in the amounts and on such terms and conditions as PROTECTIVE and IDI shall determine. PROTECTIVE will pay the difference between the amount of the commissions payable with respect to a Policy and the amount paid to the registered representative for such Policy to IDI for expenses associated with distribution and marketing of Policies and supervision of its registered representatives. (See Schedule A.)

 

2.               PROTECTIVE shall arrange for the payment of commissions directly to those Brokers who sell Policies under written agreements entered into pursuant to paragraph 6 of Article A above, in amounts as may be agreed to by PROTECTIVE and specified in such written agreements.

 

3.               PROTECTIVE shall reimburse IDI for the costs and expenses incurred by IDI in furnishing or obtaining the services, materials and supplies required by the terms of this Agreement in the initial sales efforts and the continuing obligations hereunder.

 

4.               Notwithstanding anything in this Agreement to the contrary, no representative of IDI or any Broker shall have an interest in any deductions or other fees payable to IDI.

 

D. MISCELLANEOUS

 

1.               This Agreement shall be effective upon the execution hereof. This Agreement:

 

(a)          shall automatically terminate in the event of its assignment, unless prior written consent of PROTECTIVE to such assignment is obtained;

 

(b)          may be terminated by either party at any time upon 60 days’ written notice to the other party;

 

(c)           may be terminated upon written notice of a party to the other party in the event of bankruptcy or insolvency of such party to which notice is given; and

 

(d)          may be terminated at any time upon the mutual written consent of either party;

 

(e)           may be terminated for “cause” at any time by PROTECTIVE. “Cause” is defined and limited for this purpose to mean willful misfeasance, bad faith, or gross negligence by IDI in the performance of its duties or reckless disregard by it of its obligations and duties under this Agreement.

 

Upon termination of this Agreement, all authorizations, rights, and obligations shall cease except the obligations to settle accounts hereunder, including payments or premiums or contributions subsequently received for Policies in effect at the time of termination or issued pursuant to applications received by PROTECTIVE prior to termination, and all commissions attributable thereto.

 

2.               In the event of termination for any reason, all records shall promptly be returned to PROTECTIVE free from any claim or retention of rights by IDI.

 

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3.               IDI shall not disclose or use any records of information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized herein and, further, IDI will keep confidential any information obtained pursuant to the service relationship set forth herein and disclose such information only if PROTECTIVE has authorized such disclosure or such disclosure is expressly required by applicable federal or state regulatory authorities.

 

4.               IDI shall submit to all regulatory and administrative bodies having jurisdiction over the operations of PROTECTIVE, present or future, any materials reasonably related to the administrative and marketing services provided hereunder and any other information, reports or other material, as may be requested or required by any government agency having jurisdiction.

 

5.               IDI shall act as an independent contractor and nothing herein contained shall constitute IDI or its agents or employees as employees of PROTECTIVE in connection with the sale of the Policies.

 

6.               IDI shall be liable for its own misconduct and negligence.

 

7.               The services of IDI hereunder are not to be deemed exclusive and IDI shall be free to render similar services to others so long as its services hereunder are not impaired or interfered with thereby.

 

8.               This Agreement shall be subject to the provisions of the 1934 Act and the rules, regulations, and rulings thereunder and of the applicable rules and regulations of the NASD, from time to time in effect, and the terms hereof shall be interpreted and construed in accordance therewith.

 

9.               A copy of this Agreement shall be furnished to the SEC.

 

10.        This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Tennessee.

 

11.        If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

 

 

INVESTMENT DISTRIBUTORS, INC.

 

 

 

 

 

ATTEST:

 

 

By:

 

 

 

 

 

 

PROTECTIVE LIFE INSURANCE COMPANY

 

 

 

 

 

ATTEST:

 

 

By:

 

 

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EXHIBIT 99.3(a) (1)

 

AMENDMENT I

TO THE UNDERWRITING AGREEMENT

DATED DECEMBER   , 1995

AMONG PROTECTIVE LIFE INSURANCE COMPANY AND

INVESTMENT DISTRIBUTORS, INC.

 

WHEREAS, Protective Life Insurance Company (“Protective”) and Investment Distributors, Inc. (“IDI”) have entered into an Underwriting Agreement, dated December   , 1995, (the “Agreement”), providing, amongst other things, for IDI to act as principal underwriter in connection with the offers and sales of certain individual flexible premium variable and fixed life insurance policies (“Flexible Premium Policies”) to be offered by Protective;

 

WHEREAS, Protective proposes to offer to the public certain modified single premium variable and fixed life insurance policies (“Single Premium Policies”) and Protective and IDI have agreed that IDI will act as principal underwriter in connection with offers and sales of such Single Premium Policies;

 

NOW THEREFORE, in consideration of the foregoing, Protective and IDI hereby agree as follows:

 

That the first WHEREAS clause of the Agreement be replaced in its entirety with the following language:

 

WHEREAS, the Account has been established by Protective pursuant to the Tennessee Insurance Code in connection with certain individual flexible premium variable and fixed life insurance policies and certain modified single premium variable and fixed life insurance policies (collectively, the “Policies”) proposed to be issued to the public by Protective; and

 

 

IN WITNESS WHEREOF, the parties hereto have caused the Amendment to the Agreement to be duly executed and attested effective June 1, 1998.

 

 

 

PROTECTIVE LIFE INSURANCE COMPANY ON BEHALF OF ITSELF AND PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT

 

 

 

 

 

 

Attest:

 

 

 

 

 

 

 

 

/s/ EMILY AMBERSON

 

By:

/s/ ROBERT STEPHEN BRIGGS

 

 

 

 

 

 

 

INVESTMENT DISTRIBUTORS, INC.

 

 

 

 

 

 

Attest:

 

 

 

 

 

 

 

 

/s/ EMILY AMBERSON

 

By:

/s/ ROBERT STEPHEN BRIGGS

 

EXHIBIT 99.3(B)

 

DISTRIBUTION AGREEMENT

 

This Distribution Agreement (“Agreement”) dated as of December     , 1995, by and among PROTECTIVE LIFE INSURANCE COMPANY (“Insurer”), a Tennessee life insurance company, INVESTMENT DISTRIBUTORS, INC. (“Principal Underwriter”), a Tennessee corporation, and                                   (“Broker-Dealer”), and its affiliates.

 

RECITALS:

 

A.             Pursuant to an agreement with Principal Underwriter (the “Underwriting Agreement”), the Insurer has appointed Principal Underwriter as the principal underwriter of the class or classes of individual variable life insurance contracts identified in Schedule 1 to this Agreement at the time that this Agreement is executed, and such other class or classes of insurance products that may be added to Schedule 1 from time to time in accordance with Section 11 of this Agreement (each, a “Class of Contracts”; all such classes, the “Contracts”). Each Class of Contracts will be issued by Insurer through one or more separate accounts of Insurer (“Separate Accounts”). Pursuant to the Underwriting Agreement, Insurer has authorized Principal Underwriter to enter into separate written agreements with broker-dealers pursuant to which such broker-dealers would be authorized to participate in the sale of the Contracts and would agree to use their best efforts to solicit applications for the Contracts.

 

B.             Broker-Dealer is engaged in the business of selling various investment products, including variable insurance products and investment oriented insurance products.

 

C.             The parties to this Agreement desire that Broker-Dealer be authorized to solicit applications for the sale of the Contracts, subject to the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises and of the mutual promises and covenants hereinafter set forth, the parties agree as follows:

 

1.               DEFINITIONS

 

(a)          REGISTRATION STATEMENT — With respect to each class of Contracts, the most recent effective registration statement(s) filed with the SEC or the most recent effective post-effective amendment(s) thereto, including financial statements included therein and all exhibits thereto.

 

(b)          PROSPECTUS — With respect to each class of Contracts, the prospectus for such class of Contracts included within the Registration Statement for such class of Contracts; provided, however, that, if the most recently filed prospectus filed pursuant to Rule 424 or Rule 497 under the 1933 Act, 1934 Act and 1940 Act subsequent to the date on which the Registration Statement became effective differs from the prospectus on file at the time the Registration Statement became effective, the term “Prospectus” shall refer to the most recently filed prospectus filed under Rule 424 or Rule 497, as appropriate, from and after the date on which it shall have been filed.

 

(c)           1933 ACT — The Securities Act of 1933, as amended.

 

(d)          1934 ACT — The Securities Exchange Act of 1934, as amended.

 

(e)           1940 ACT — The Investment Company Act of 1940, as amended.

 

(f)            BROKER-DEALER AND/OR AGENT(S) — The Broker-Dealer and any individual associated with Broker-Dealer who is appointed by Insurer as an agent for the purpose of soliciting applications for the contracts.

 

(g)           PREMIUM — A premium payment made under a Contract to purchase benefits under such Contract.

 

(h)          SEC — The Securities and Exchange Commission.

 

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(i)              NASD — The National Association of Securities Dealers, Inc.

 

(j)             FUND — An investment portfolio of Protective Investment Company, or as otherwise defined in any variable life insurance contract listed in schedule 1.

 

2.               AUTHORIZATION OF BROKER-DEALER AND INSURANCE AGENT

 

(a)          Pursuant to the authority granted to it in the Underwriting Agreement, Principal Underwriter hereby authorizes Broker-Dealer under the securities laws, and Insurer hereby authorizes Insurance Agent under the insurance laws, each in a non-exclusive capacity, to sell the Contracts. Broker-Dealer accepts such authorization and shall use its best efforts to find purchasers for the Contracts in each case acceptable to Insurer. Principal Underwriter and Insurer acknowledge that Broker-Dealer is an independent contractor in the performance of its respective duties and obligations under this Agreement. Accordingly, Broker-Dealer is not obliged or expected to give full time and energy to the performance of its obligations hereunder, nor is Broker-Dealer obliged or expected to represent Principal Underwriter or Insurer exclusively. Nothing herein contained shall constitute Broker-Dealer, or any agents or representatives of Broker-Dealer as employees of Principal Underwriter or Insurer in connection with the solicitation of applications and premiums for the Contracts.

 

(b)          Broker-Dealer acknowledges that no territory is exclusively assigned hereunder, and that Insurer and Principal Underwriter may in their sole discretion establish or appoint one or more agencies in any jurisdiction in which Broker-Dealer transacts business.

 

(c)           Broker-Dealer is authorized under this Agreement with power and authority to select and recommend individuals associated with Broker-Dealer for appointment as Agents of the Insurer, and only such individuals so recommended by Broker-Dealer shall become Agents, provided that the conditions of Section 3 are satisfied. Provided further that Insurer reserves the right to refuse to appoint any proposed agent or, once appointed, to terminate same at any time with or without cause. Initial and renewal state appointment fees for Agents of Insurer will be paid by Insurer in accordance with its then-applicable requirements.

 

(d)          Broker-Dealer shall not expend or contract for the expenditure of the funds of Principal Underwriter or Insurer, except as they may otherwise agree in writing. Broker-Dealer shall pay all expenses incurred by it in the performance of this Agreement, unless otherwise specifically provided for in this Agreement or unless Principal Underwriter and Insurer shall have agreed in advance in writing to share the cost of any such expenses. Broker-Dealer shall not possess or exercise any authority on behalf of Insurer or Principal Underwriter other than that expressly conferred on Broker-Dealer by this Agreement. In particular, and without limiting the foregoing, Broker-Dealer shall not have any authority, nor shall it grant such authority to any agent, on behalf of Insurer: to make, alter or discharge any insurance policy or annuity entered into pursuant to a Contract; to waive any Contract provision; to extend the time of paying any Premiums; or to receive any monies or Premiums from applicants for or purchasers of the Contracts (except for the sole purpose of forwarding monies or Premiums to Insurer).

 

(e)           Broker-Dealer acknowledges that Insurer has the right in its sole discretion to reject any applications or Premiums received by it and to return or refund to an applicant such applicant’s Premium.

 

3.               LICENSING AND REGISTRATION OF BROKER-DEALER, INSURANCE AGENT AND AGENTS

 

(a)          Broker-Dealer represents and warrants that it is a broker-dealer registered with the SEC under the 1934 Act, and is a member in good standing of the NASD. Broker-Dealer must, at all times when performing its functions and fulfilling its obligations under this Agreement, be duly registered as a broker-dealer under the 1934 Act and in each state or other jurisdiction in which Broker-Dealer intends to perform its functions and fulfill its obligations hereunder, and be a member in good standing of the NASD.

 

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(b)          Broker-Dealer represents and warrants that it and its individual agents are licensed insurance agents where required to solicit applications for Contracts as identified in schedule 1. Broker-Dealer and its individual agents must, at all times when performing their functions and fulfilling their obligations under this Agreement, be duly licensed to sell the Contracts in each state or other jurisdiction in which Broker-Dealer and its individual agents intend to perform their functions and fulfill their obligations hereunder.

 

(c)           Broker-Dealer shall ensure that no individual shall offer or sell the Contracts on its behalf in any state or other jurisdiction in which the Contracts may lawfully be sold unless (i) such individual is an associated person of Broker-Dealer (as that term is defined in Section 3(a)(18) of the 1934 Act) and duly registered with the NASD and any applicable state securities regulatory authority as a registered person of Broker-Dealer qualified to sell the Contracts in such state or jurisdiction, (ii) duly licensed, registered or otherwise qualified to offer and sell the Contracts to be offered and sold by such individual under the insurance laws of such state or jurisdiction, and (iii) duly appointed by Insurer with respect to such Contracts and such state or jurisdiction. Broker-Dealer shall be solely responsible for background investigations of its individual agents to determine their qualifications, good character, and moral fitness to sell the Contracts. All matters concerning the licensing of any individuals recommended for appointment by Broker-Dealer under any applicable state insurance law shall be a matter directly between Broker-Dealer and such individual, and Broker-Dealer shall furnish Insurer with proof of proper licensing of such individual or other proof, reasonably acceptable to Insurer, of satisfaction by such individual of licensing requirements prior to Insurer appointing any such individual as an Agent. Insurer and Broker-Dealer shall notify Insurer and Principal Underwriter immediately upon termination (for whatever reason) of an Agent’s association with Broker-Dealer.

 

(d)          Without limiting any other provision herein, Broker-Dealer represents that it is in compliance with the terms and conditions of letters issued by the Staff of the SEC with respect to the non-registration of an insurance agency associated with a registered broker-dealer. Broker-Dealer shall notify Insurer immediately in writing if Broker-Dealer fails to comply with any such terms and conditions.

 

4.               BROKER-DEALER COMPLIANCE

 

(a)          Broker-Dealer shall be responsible for securities training, supervision and control of its individual Agents in connection with their solicitation activities with respect to the Contracts and shall supervise Agents’ compliance with applicable federal and state securities law and applicable state insurance laws and regulations and NASD requirements in connection with such solicitation activities.

 

(b)          Broker-Dealer hereby represents and warrants that it is duly in compliance with all applicable federal and state securities laws and regulations, and all applicable insurance laws and regulations. Broker-Dealer shall carry out its obligations under this Agreement in continued compliance with such laws and regulations. Further, Broker-Dealer shall comply, and shall ensure that Agents comply, with the rules and procedures provided by Insurer, and Broker-Dealer shall be solely responsible for such compliance.

 

(i)                            Broker-Dealer, and its individual Agents shall not offer or attempt to offer the Contracts, nor solicit applications for the Contracts, nor deliver Contracts, in any state or jurisdiction in which the Contracts have not been approved for sale. For purposes of determining where the Contracts may be offered and applications solicited, Broker-Dealer may rely on written notification, as revised from time to time, that they receive from Insurer pursuant to this Agreement.

 

(ii)                         Broker-Dealer, and its individual agents shall not solicit applications for the Contracts without delivering the Prospectus for the Contracts, and, where applicable or required by state insurance law, the then currently effective statement of additional information for the Contracts, and the then currently effective prospectus(es) for the Fund(s) or any other forms specifically required by Insurer.

 

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(iii)                      Broker-Dealer, and its individual Agents shall not recommend the purchase of a Contract to an applicant unless each has reasonable grounds to believe that such purchase is suitable for the applicant in accordance with, among other things, applicable regulations of any state insurance regulatory authority, the SEC and the NASD. While not limited to the following, a determination of suitability shall be based on information supplied by the applicant after a reasonable inquiry concerning the applicant’s insurance and investment objectives and financial situation and needs and shall entail a review by Broker-Dealer of all applications for suitability and completeness and correctness as to form as well as review and endorsement on an internal record of Broker-Dealer.

 

(iv)                     Broker-Dealer, and its individual Agents shall not encourage a prospective purchaser to surrender or exchange an insurance policy or contract in order to purchase a Contract or, conversely, to surrender or exchange a Contract in order to purchase another insurance policy or contract, subject to applicable NASD Rules of Fair Practice and any other applicable laws, regulations and regulatory guidelines.

 

(v)                        Broker-Dealer, and its individual agents shall accept initial Premiums in the form of a check or money order only if made payable to “Protective Life Insurance Company” and signed by the applicant for the Contract. Broker-Dealer, and its individual Agents shall not accept third-party checks or cash for Premiums.

 

(vi)                     Broker-Dealer and its individual agents shall ensure that all checks and money orders and applications for the Contracts received by either of them shall be remitted promptly, and in any event not later than 2 business days after receipt, to the Insurer. In the event that any other Premiums are sent to an Agent or Broker-Dealer, rather than to the Insurer, Broker-Dealer shall promptly (and in any event, not later than 2 business days) remit such Premiums to the Insurer. Broker-Dealer acknowledges that if any Premium is held at any time, such Premium shall be held on behalf of Insurer, and Broker-Dealer shall segregate such Premium from its own funds and promptly (and in any event, within 2 business days) remit such Premium to the Insurer. All such Premiums, whether by check, money order or wire, shall at all times be the property of Insurer.

 

(vii)                  Upon issuance of a Contract by Insurer and delivery of such Contract to Broker-Dealer and/or its individual Agents. Broker-Dealer and/or its individual Agents shall promptly deliver such Contracts to its purchasers. For purposes of this provision, “promptly” shall be deemed to mean not later than five calendar days. Broker-Dealer shall return promptly to Insurer all receipts all undelivered Contracts and all receipts for cancellation, in accordance with Insurer’s instructions.

 

(viii)               Broker-Dealer and its individual Agents in connection with the offer or sale of the Contracts, shall not give any information or make any representations or statements, written or oral, concerning the Contracts, a Fund or Fund Shares, other than or inconsistent with information or representations contained in the Prospectuses, statements of additional information and Registration Statements for the Contracts, or a Fund, or in reports or proxy statements therefor, or in promotional, sales or advertising material or other information supplied and approved in writing by Principal Underwriter and Insurer.

 

(c)           Broker-Dealer shall promptly furnish to Insurer any reports and information that Insurer may reasonably request for the purpose of meeting Insurer’s reporting and recordkeeping requirements under the insurance laws of any state or under any applicable federal and state securities laws, rules and regulations.

 

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(d)          Broker-Dealer shall secure and maintain a fidelity bond (including coverage for larceny and embezzlement), issued by a reputable bonding company, covering all of its directors, officers, agents and employees who have access to funds of Insurer or Principal Underwriter. This bond shall be maintained at Broker-Dealer’s expense in at least the amount prescribed under Article III, Section 32 of the NASD Rules of Fair Practice.

 

5.               SALES MATERIALS

 

(a)          During the term of this Agreement, Principal Underwriter and Insurer will provide Broker-Dealer, without charge, with as many copies of Prospectuses (and any supplements thereto), current Fund prospectus(es) (and any supplements thereto), and applications for the Contracts, as Broker-Dealer may reasonably request. Upon termination of this Agreement, Broker-Dealer will promptly return to Principal Underwriter any Prospectuses, applications, Fund prospectuses, and other materials and supplies furnished by Principal Underwriter or Insurer to Broker-Dealer.

 

(b)          During the term of this Agreement, Principal Underwriter will be responsible for providing and approving all promotional, sales and advertising material to be used by Broker-Dealer and its individual Agents in the course of their solicitation activities hereunder. Principal Underwriter will file such materials or will cause such materials to be filed with the SEC, the NASD, and/or with any state securities and insurance regulatory authorities, as appropriate. Broker-Dealer and its individual Agents shall not use or implement, nor shall they allow any individual Agent to use or implement, any promotional, sales or advertising material relating to the Contracts or otherwise advertise the Contracts without the prior written approval of Principal Underwriter and Insurer.

 

6.               COMMISSIONS AND EXPENSES

 

(a)          During the term of this Agreement, Insurer shall pay to Broker-Dealer as compensation for Contracts for which it is the Broker-of-Record, the commissions and fees set forth in Schedule 2 to this Agreement, as such Schedule 2 may be amended or modified upon 30 days prior notice. Any amendment to Schedule 2 will be applicable to any Contract for which an application or premium is received by the Insurer on or after the effective date of such amendment or which is in effect after the effective date of such amendment. Compensation with respect to any Contract shall be paid to Broker-Dealer only for so long as Broker-Dealer and/or its individual Agents is the Broker-of-Record for such Contract.

 

(b)          Broker-Dealer recognizes that all compensation payable to Broker-Dealer and/or its individual Agents hereunder will be disbursed by or on behalf of Insurer after Premiums are received and accepted by Insurer and that no compensation of any kind other than that described in this Agreement is payable for the performance of its obligations hereunder.

 

(c)           REFUND OF COMPENSATION. No compensation shall be payable, and Broker-Dealer agrees to reimburse Principal Underwriter for any compensation paid to Broker-Dealer or its individual Agents under each of the following conditions: (i) if Insurer, in its sole discretion, determines not to issue the Contact applied for; (ii) if Insurer refunds the Premiums upon the applicant’s surrender or withdrawal pursuant to any “free-look” privilege; (iii) if Insurer refunds the Premiums paid by applicant as a result of a complaint by applicant, recognizing that Insurer has sole discretion to refund Premiums; and (iv) if Insurer determines that any person signing an application who is required to be licensed or any other person or entity receiving compensation for soliciting purchase of the Contracts is not duly licensed to sell the Contracts in the jurisdiction of such sale or attempted sale.

 

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(d)          INDEBTEDNESS AND RIGHT OF SETOFF. Nothing contained herein shall be construed as giving Broker-Dealer the right to incur any indebtedness on behalf of Insurer or Principal Underwriter. Broker-Dealer hereby authorizes Insurer and Principal Underwriter to set off liabilities of Broker-Dealer to Insurer and Principal Underwriter against any and all amounts otherwise payable to Broker-Dealer.

 

(e)           Broker-Dealer represents that no commissions or other compensation will be paid for services rendered in soliciting the purchase of the Contracts by any person or entity not duly registered or licensed by the required authorities and appointed by Insurer to sell the Contracts in the state in which such solicitation occurred; provided however, that this provision shall not prohibit the payment of compensation of the surviving spouse or other beneficiary of a person entitled to receive such compensation pursuant to a bona fide contract calling for such payment.

 

7.               INTERESTS IN AGREEMENT

 

Individual agents of Broker-Dealer shall have no interest in this Agreement or right to any commissions to be paid to Broker-Dealer hereunder. Broker-Dealer shall be solely responsible for the payment of any commission or consideration of any kind to individual Agents. Broker-Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to individual Agents. Broker-Dealer and its individual agents shall have no interest in any compensation paid by Insurer to Principal Underwriter, now or hereafter, in connection with the sale of any Contracts hereunder.

 

8.               TERM AND EXCLUSIVITY OF AGREEMENT

 

This Agreement may not be assigned except by written mutual consent and shall continue for an indefinite term, subject to the termination by any party by ten days’ advance written notice to the other parties, except that in the event Principal Underwriter or Broker-Dealer ceases to be a registered broker-dealer or a member of the NASD, this Agreement shall immediately terminate. Upon its termination, all authorizations, rights and obligations shall cease, except the payment of any accrued but unpaid compensation to Broker-Dealer.

 

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9.               COMPLAINTS AND INVESTIGATIONS

 

(a)          Principal Underwriter, Insurer, Broker-Dealer and its individual Agents each shall cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed under this Agreement. Broker-Dealer will be notified promptly of any customer complaint or notice of any regulatory investigation or proceeding or judicial proceeding received by Principal Underwriter or Insurer with respect to Broker-Dealer, or any of its individual Agents; and Broker-Dealer will promptly notify Principal Underwriter and the Insurer of any written customer complaint or notice of any regulatory investigation or proceeding or judicial proceeding received by Broker-Dealer or any of its individual agents with respect to themselves in connection with this Agreement or any Contract.

 

(b)          In the case of a customer complaint, Principal Underwriter, Insurer and Broker-Dealer will cooperate in investigating such complaint and any response by Broker-Dealer or any of its individual Agents to such complaint will be sent to Principal Underwriter for approval not less than five business days prior to its being sent to the customer or regulatory authority, except that if a more prompt response is required, the proposed response shall be communicated by telephone or facsimile.

 

10.        ASSIGNMENT

 

This Agreement shall be nonassignable by the parties hereto without the prior written consent of all other parties.

 

11.        MODIFICATION OF AGREEMENT

 

This Agreement supersedes all prior agreements, either oral or written, between the parties relating to the Contracts and, except for any amendment of Schedule 1 pursuant to the terms of Section 2 hereof or Schedule 2 pursuant to the terms of Section 6 hereof, may not be modified in any way unless by written agreement signed by all of the parties.

 

7

 

12.        INDEMNIFICATION

 

(a)          Broker-Dealer shall indemnify and hold harmless Principal Underwriter and Insurer and each person who controls or is associated with Principal Underwriter or Insurer within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon:

 

(i)              violation(s) by Broker-Dealer, its individual Agents, of federal or state securities law or regulation(s), insurance law or regulation(s), or any rule or requirement of the NASD;

 

(ii)           any unauthorized use of promotional, sales or advertising material, any oral or written misrepresentations, or any unlawful sales practices concerning the Contracts, by Broker-Dealer, or its individual Agents;

 

(iii)        claims by Agents or representatives of Broker-Dealer for commissions or other compensation or remuneration of any type;

 

(iv)       any failure on the part of Broker-Dealer, or its individual Agents to submit Premiums or applications to Insurer, or to submit the correct amount of a Premium, on a timely basis and in accordance with this Agreement and Insurer’s written procedures, subject to applicable law;

 

(v)          any failure on the part of Broker-Dealer, or its individual Agents to deliver Contracts to purchasers thereof on a timely basis and in accordance with Insurer’s procedures; or

 

(vi)       a breach by Broker-Dealer or its individual Agents of any provision of this Agreement.

 

This indemnification will be in addition to any liability which Broker-Dealer and its individual Agents may otherwise have.

 

8

 

(b)          Principal Underwriter and Insurer, jointly and severally, shall indemnify and hold harmless Broker-Dealer and each person who controls or is associated with Broker-Dealer within the meaning of such terms under the federal securities laws, and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under any statute or regulation, NASD rule or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any breach by Principal Underwriter or Insurer of any provision of this Agreement. This indemnification will be in addition to any liability which Principal Underwriter and Insurer, jointly and severally, may otherwise have.

 

(c)           Promptly after receipt by a party entitled to indemnification (“indemnified person”) under this Section 12 of notice of the commencement of any action as to which a claim will be made against any person obligated to provide indemnification under this Section 12 (“indemnifying party”), such indemnified person shall notify the indemnifying party in writing of the commencement thereof as soon as practicable thereafter, but failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to the indemnified person otherwise than on account of this Section 12. The indemnifying party will be entitled to participate in the defense of the indemnified person but such participation will not relive such indemnifying party of the obligation to reimburse the indemnified person for reasonable legal and other expenses incurred by such indemnified person in defending himself or itself.

 

The indemnification provisions contained in this Section 12 shall remain operative in full force and effect, regardless of any termination of this Agreement. A successor by law of Principal Underwriter or Insurer, as the case may be, shall be entitled to the benefits of the indemnification provisions contained in this Section 12. After receipt by a party entitled to indemnification (“indemnified party”) under this Section 12 of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this Section 12 (“indemnifying party”), such indemnified party will notify the indemnifying party in writing of the commencement thereof as soon as practicable thereafter, provided that the omission so to notify the indemnifying party will not relieve it from any liability under this Section 12, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. The indemnifying party, upon the request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if such proceeding is settled with such consent or if final judgment is entered in such proceeding for the plaintiff, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

 

This Section 12 shall survive termination of this Agreement.

 

9

 

13.        RIGHTS, REMEDIES, ETC. ARE CUMULATIVE

 

The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. Failure of a party to insist upon strict compliance with any of the conditions of this Agreement shall not be construed as a waiver of any of the conditions, but the same shall remain in full force and effect. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.

 

14.        NOTICES

 

All notices hereunder are to be made in writing and shall be given:

 

If to Insurer, to:

 

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223
Attention: Lizabeth R. Nichols

 

if to Principal Underwriter, to:

 

Investment Distributors, Inc.
2801 Highway 280 South
Birmingham, Alabama 35223
Attention: R. Stephen Briggs

 

if to Broker-Dealer, to:

 

 

 

 

or such other address as such party may hereafter specify in writing. Each such notice to a party shall be either hand delivered or transmitted by registered or certified United States mail with return receipt requested, or by overnight mail by a nationally recognized courier, and shall be effective upon delivery.

 

15.        INTERPRETATION, JURISDICTION, ETC.

 

This Agreement constitutes the whole agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written understandings, agreements or negotiations between the parties with respect to the subject matter hereof. No prior writings by or between the parties hereto with respect to the subject matter hereof shall be used by a party in connection with the interpretation of any provision of this Agreement. This Agreement shall be construed and its provisions interpreted under and in accordance with the internal laws of the State of Alabama without giving effect to principles of conflict of laws.

 

10

 

16.        ARBITRATION

 

Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

 

17.        HEADINGS

 

The headings in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

 

18.        COUNTERPARTS

 

This Agreement may be executed in two or more counterparts, each of which taken together shall constitute one and the same instrument.

 

19.        SEVERABILITY

 

This is a severable Agreement. In the event that any provision of this Agreement would require a party to take action prohibited by applicable federal or state law or prohibit a party from taking action required by applicable federal or state law, then it is the intention of the parties hereto that such provision shall be enforced to the extent permitted under the law, and, in any event, that all other provisions of this Agreement shall remain valid and duly enforceable as if the provision at issue had never been a part hereof.

 

11

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

 

 

 

PROTECTIVE LIFE INSURANCE COMPANY

 

 

 

 

 

By:

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Title:

 

 

 

 

 

 

 

 

 

INVESTMENT DISTRIBUTORS, INC.

 

 

 

 

 

By:

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Title:

 

 

 

 

 

 

 

 

 

BROKER-DEALER

 

 

 

 

 

By:

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Title:

 

 

12

 

SCHEDULE 1

 

CONTRACTS SUBJECT TO THIS AGREEMENT

 

EFFECTIVE

 

13

 

SCHEDULE 2

 

EFFECTIVE

 

14

Exhibit 99.4(a)

 

/LOGO/

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

1-800-866-9933

A Stock Company

State of Domicile - Tennessee

 

VARIABLE LIFE INSURANCE POLICY

 

INSURED:                       [JOHN DOE]

 

POLICY NUMBER:                       [SPECIMEN]

 

This is a legal contract (the “Policy”) between the Owner (also referred to as “you” or “your”) and Protective Life Insurance Company (also referred to as “the Company”, “we”, “us”, or “our”). Please read it carefully.

 

This is an Individual Flexible Premium Variable Life Insurance Policy (“Policy”). This Policy provides a Death Benefit.

 

THE OWNER HAS THE RIGHT TO RETURN THIS POLICY. The Owner may cancel this Policy after receipt by returning the Policy to the Company’s Home Office, or to any Agent of the Company, with a written request for cancellation within thirty (30) days after receipt. Return of this Policy by mail is effective on actual receipt by the Company. The returned Policy will be treated as if it had never been issued. The Company will promptly refund an amount equal to the greater of: (a) all the premiums paid or (b) the sum of the value of the amounts allocated to the Fixed Account, including any interest credited, accumulated to the date that this Policy is returned to the Company, and the value of the amounts allocated to the Sub-Accounts, adjusted to reflect their net investment experience to the end of the valuation period in which the Policy is returned to the Company.

 

 

/SIGNATURE/

/SIGNATURE/

 

/PRINTED NAME/

/PRINTED NAME/

 

President

Secretary

 

THE POLICY VALUES, THE AMOUNT OF THE DEATH BENEFIT PROVIDED IN THIS CONTRACT, OR THE DURATION OF THE INSURANCE COVERAGE, MAY BE FIXED OR VARIABLE WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT, MAY INCREASE OR DECREASE IN ACCORDANCE WITH THE FLUCTUATIONS IN THE NET INVESTMENT FACTOR, AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNTS. THERE IS NO GUARANTEED MINIMUM FOR THE PORTION OF THE POLICY VALUE IN THE SUB-ACCOUNTS. PLEASE REFER TO THE VARIABLE ACCOUNT SECTION OF THIS POLICY FOR MORE INFORMATION REGARDING THE VARIABLE ACCOUNT. PLEASE REFER TO THE DEATH BENEFIT SECTION OF THIS POLICY FOR A DESCRIPTION OF THE DEATH BENEFIT.

 

READ THE CONTRACT CAREFULLY

THIS POLICY IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY

INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

NON-PARTICIPATING - DOES NOT PAY DIVIDENDS

 

ICC19-V15

 

 

TABLE OF CONTENTS

 

POLICY SCHEDULE - GENERAL INFORMATION

S1

 

 

TERMS USED IN THIS POLICY

1

 

 

GENERAL PROVISIONS

3

 

 

PREMIUMS

5

 

 

DETERMINING FIXED ACCOUNT VALUES

7

 

 

DETERMINING VARIABLE ACCOUNT VALUES

7

 

 

ADDITIONAL PROVISIONS FOR DETERMINING VALUES

10

 

 

ACCESSING POLICY VALUES

12

 

 

DEATH BENEFIT

14

 

 

CHANGING THE POLICY

15

 

 

POLICY SCHEDULE

 

POLICY NUMBER: [SPECIMEN]

POLICY EFFECTIVE DATE: [DECEMBER 1, 2019]

INSURED: [JOHN Q. DOE]

 

POLICY ISSUE DATE: [DECEMBER 1, 2019]

AGE: [35]

INITIAL FACE AMOUNT: $[100,000]

GENDER CLASS: [MALE]

INITIAL PREMIUM PAYMENT: $[46.58]

MONTHLY ANNIVERSARY DAY: [1]

RATE CLASS: [STANDARD NON-TOBACCO]

DEATH BENEFIT OPTION: [LEVEL]

MINIMUM MONTHLY GUARANTEE AMOUNT: $[27.42]

 

PLANNED PREMIUM PAYMENT: $[46.58] [ PAYABLE MONTHLY BY PRE-AUTHORIZED CHECK ]

OWNER: [JOHN Q. DOE]

 

 

STATE DEPARTMENT OF INSURANCE:

[Alabama-Wyoming]

PHONE:

[###-###-####]

 

[FORM

SCHEDULE OF ADDITIONAL

MONTHLY CHARGE

NUMBER

BENEFITS

DURING FIRST YEAR]

 

[JOHN DOE INFORMATION TO LIST ANY ADDITIONAL

BENEFITS/RIDERS

ISSUED WITH POLICY]

 

*************************************************************************************************

THIS POLICY PROVIDES LIFE INSURANCE COVERAGE ON THE INSURED UNTIL TERMINATION, SUBJECT TO THE TERMS OF THIS POLICY. THERE MAY BE LITTLE OR NO SURRENDER VALUE PAYABLE ON CONTRACT TERMINATION.

 

BASIS OF COMPUTATIONS

 

MAXIMUM COST OF INSURANCE RATES ARE BASED ON THE 2017 COMMISSIONER’S STANDARD ORDINARY (CSO)SMOKER DISTINCT, MALE OR FEMALE MORTALITY TABLE (AGE NEAREST BIRTHDAY) AND THE RATE CLASS OF THE INSURED. FOR THE JUVENILE CLASS, THE 2017 CSO COMPOSITE, MALE OR FEMALE (AGE NEAREST BIRTHDAY) IS USED.

 

GUARANTEED INTEREST RATE FOR FIXED ACCOUNT: 1% ANNUALLY (.0830% MONTHLY) (.0027% DAILY)

INITIAL ANNUAL EFFECTIVE INTEREST RATE FOR FIXED ACCOUNT: 3.00%

MAXIMUM LOAN INTEREST RATE: 5% YEARS 1-10 - 3.25% YEARS 11+

MAXIMUM CARRY OVER LOAN RATE (Applicable to loan balances transferred under Section 1035 of the Code): 5% YEARS 1-10 — 3.25% YEARS 11+

LAPSE PROTECTION PERIOD: [15] YEARS

MINIMUM FACE AMOUNT: $100,000

 

ICC19-V15S

 

S 1

 

Policy Value Credit Percentage: On a monthly basis, following the 20th Policy Anniversary, will be equal to 0.008% (0.1% (annualized) of un-loaned policy value.

 

DEDUCTION FROM PREMIUM PAYMENTS

 

Premium Expense Charge. A maximum Premium Expense Charge of 3.5% will be deducted from each premium payment. The Company reserves the right to charge less than the maximum charge.

 

MONTHLY DEDUCTIONS

 

Beginning as of the Policy Effective Date and continuing on each Monthly Anniversary Day thereafter, the Company will deduct the charges listed below. With the exception of the Mortality and Expense Risk Charge, each charge will reduce the Sub-Account Value(s) and the Fixed Account Value in the proportion that each Sub-Account Value and the Fixed Account Value bears to the Un-loaned Policy Value. The Mortality and Expense Risk Charge will reduce only the Sub-Account Value(s).

 

Administration Charge. The monthly Administration Charge is $8.

 

Administration Charge for Initial Face Amount. The maximum monthly Administration Charge for Initial Face Amount is equal to $[.17] per every $1,000 of Initial Face Amount in Policy Years 1 through 10. This charge is not assessed after the 10th Policy Year.

 

The Company reserves the right to charge less than the maximum charge.

 

Administration Charge for Increase in Face Amount. The monthly Administration Charge for Increase in Face Amount is $[.71] per every $1,000 of increase in Face Amount. This monthly charge applies during the twelve-month period following the effective date of each increase in Face Amount.

 

Charge For Benefits Under Riders. The Company will deduct a monthly charge for any riders.

 

Cost of Insurance Charge. The Company will deduct a monthly Cost of Insurance Charge. This charge varies and is calculated in accordance with the policy provisions. See the Cost of Insurance section of this Policy for details. The Maximum Monthly Cost of Insurance Rates are set forth in the table on the following page.

 

Mortality and Expense Risk Charge. The maximum monthly Mortality and Expense Risk Charge is equal to [.05]% multiplied by the Variable Account Value, which is equivalent to an annual rate of [.60]% of such amount. The Company reserves the right to charge less than the maximum charge.

 

OTHER DEDUCTIONS

 

Withdrawal Charge. A Withdrawal Charge equal to the lesser of: (a) 2% of the amount withdrawn; or (b) $25 is deducted from the Fixed Account and Variable Account Value(s) whenever you make a Withdrawal. See the Surrenders and Withdrawals section of this Policy for additional details.

 

Transfer Fee. A $25 charge may be deducted from the Fixed Account and Variable Account Value(s) being transferred for each transfer request in excess of 12 during a Policy Year. See the Variable Account section of this Policy for additional details.

 

S 2

 

SURRENDER CHARGES

 

If this Policy is surrendered, lapses at the end of a Grace Period, the face amount is reduced due to a Withdrawal, or the Owner elects to decrease the Initial Face Amount during the first ten Policy Years, the Company will deduct a Surrender Charge from the Fixed Account and Variable Account Value(s). The Maximum Surrender Charge on surrender or lapse of this Policy is shown in the table below.

 

The partial Surrender Charge imposed for an elected decrease of the Initial Face Amount, or for a face decrease resulting from a Withdrawal, will equal the portion of the Surrender Charge (shown in the table below and reduced by any previous partial Surrender Charge(s)) that corresponds to the percentage by which the Initial Face Amount is reduced. In the event of such a reduction in the Initial Face Amount, the Company will allocate the partial Surrender Charge to each Sub-Account and the Fixed Account based on the proportion that the value of the Fixed Account and the value of the Sub-Account(s) bear to the total un-loaned Policy Value.

 

POLICY

 

SURRENDER

 

POLICY

 

SURRENDER

 

YEARS

 

CHARGE

 

YEARS

 

CHARGE

 

1

 

$

 [2,875.00

 

7

 

$

 [1,725.00

 

2

 

2,825.00

 

8

 

1,275.00

 

3

 

2,775.00

 

9

 

825.00

 

4

 

2,725.00

 

10

 

400.00

 

5

 

2,700.00

 

11+

 

0]

 

6

 

2,200.00]

 

 

 

 

 

 

GUARANTEED MAXIMUM MONTHLY COST OF INSURANCE RATES

PER $1,000 OF NET AMOUNT AT RISK

 

AGE

 

RATE

 

AGE

 

RATE

 

AGE

 

RATE

 

AGE

 

RATE

 

AGE

 

RATE

 

[0

 

 

 

[25

 

 

 

[50

 

[0.188

 

[75

 

[2.020

 

[100

 

[29.341

 

1

 

 

 

26

 

 

 

51

 

0.202

 

76

 

2.277

 

101

 

31.206

 

2

 

 

 

27

 

 

 

52

 

0.219

 

77

 

2.559

 

102

 

33.067

 

3

 

 

 

28

 

 

 

53

 

0.240

 

78

 

2.872

 

103

 

34.888

 

4

 

 

 

29

 

 

 

54

 

0.262

 

79

 

3.228

 

104

 

36.638

 

5

 

 

 

30

 

 

 

55

 

0.283

 

80

 

3.640

 

105

 

38.280

 

6

 

 

 

31

 

 

 

56

 

0.303

 

81

 

4.122

 

106

 

39.786

 

7

 

 

 

32

 

 

 

57

 

0.323

 

82

 

4.661

 

107

 

41.943

 

8

 

 

 

33

 

 

 

58

 

0.343

 

83

 

5.288

 

108

 

44.218

 

9

 

 

 

34

 

 

 

59

 

0.366

 

84

 

6.016

 

109

 

46.616

 

10

 

 

 

35

 

[0.075

 

60

 

0.395

 

85

 

6.862

 

110

 

49.143

 

11

 

 

 

36

 

0.088

 

61

 

0.434

 

86

 

7.841

 

111

 

51.808

 

12

 

 

 

37

 

0.098

 

62

 

0.483

 

87

 

8.968

 

112

 

54.618

 

13

 

 

 

38

 

0.108

 

63

 

0.537

 

88

 

10.242

 

113

 

57.580

 

14

 

 

 

39

 

0.114

 

64

 

0.598

 

89

 

11.624

 

114

 

60.703

 

15

 

 

 

40

 

0.119

 

65

 

0.663

 

90

 

13.098

 

115

 

63.995

 

16

 

 

 

41

 

0.126

 

66

 

0.734

 

91

 

14.613

 

116

 

67.465

 

17

 

 

 

42

 

0.134

 

67

 

0.810

 

92

 

16.127

 

117

 

71.123

 

18

 

 

 

43

 

0.142

 

68

 

0.894

 

93

 

17.624

 

118

 

74.981

 

19

 

 

 

44

 

0.149

 

69

 

0.989

 

94

 

19.030

 

119

 

79.047

 

20

 

 

 

45

 

0.153

 

70

 

1.101

 

95

 

20.283

 

120

 

83.333

 

21

 

 

 

46

 

0.159

 

71

 

1.233

 

96

 

21.869

 

121+]

 

0.000

]

22

 

 

 

47

 

0.164

 

72

 

1.392

 

97

 

23.558

 

 

 

 

 

23

 

 

 

48

 

0.171

 

73

 

1.576

 

98

 

25.393

 

 

 

 

 

24]

 

 

 

49]

 

0.178

]

74]

 

1.786

]

99]

 

27.333

]

 

 

 

 

 

S 3

 

TABLE OF DEATH BENEFIT FACTORS

 

Attained

 

 

 

Attained

 

 

 

Attained

 

 

 

Age

 

Percentage

 

Age

 

Percentage

 

Age

 

Percentage

 

[0-40

 

250

%

[54

 

157

%

[68

 

117

%

41

 

243

%

55

 

150

%

69

 

116

%

42

 

236

%

56

 

146

%

70

 

115

%

43

 

229

%

57

 

142

%

71

 

113

%

44

 

222

%

58

 

138

%

72

 

111

%

45

 

215

%

59

 

134

%

73

 

109

%

46

 

209

%

60

 

130

%

74

 

107

%

47

 

203

%

61

 

128

%

75-90

 

105

%

48

 

197

%

62

 

126

%

91

 

104

%

49

 

191

%

63

 

124

%

92

 

103

%

50

 

185

%

64

 

122

%

93

 

102

%

51

 

178

%

65

 

120

%

94

 

101

%

52

 

171

%

66

 

119

%

95+

 

100

%]

53

 

164

%]

67

 

118

%]

 

 

 

 

 

S 4

 

ALLOCATION OF PREMIUM PAYMENTS:

 

[Protective Variable Life Separate Account

 

 

 

Sub-Accounts:

 

 

 

Fidelity VIP Investment Grade Bond

 

50.00

%

Lord Abbot Series Bond Debenture

 

20.00

%

Goldman Sachs VIT Strategic Growth

 

30.00

%

 

 

 

 

Protective Life General Account:

 

 

 

Fixed Account

 

0.00

%]

 

S 5

 

TERMS USED IN THIS POLICY

 

The terms below have specific meaning associated with them each time they are used in this Policy. Other terms may be defined elsewhere in this Policy and will have that meaning each time they are used in this Policy.

 

Administrative Office: The location where administrative services for this Policy are performed.

 

Age: The Insured’s age as of the nearest birthday on the Policy Effective Date plus the number of complete Policy Years since the Policy Effective Date.

 

Beneficiary: The primary Beneficiary(ies) is the person(s) or class of persons designated to receive the proceeds of this Policy upon the death of the Insured. You may designate a contingent Beneficiary(ies) to receive the proceeds if there is no primary Beneficiary(ies) living at the time of the Insured’s death.

 

There may be one or more than one Beneficiary in a class. If one or more persons in the class die before the Insured, the living members of the class will share the Policy’s Death Benefit proceeds equally unless you instruct us otherwise. By Written Notice, you may change a Beneficiary and may designate an Irrevocable Beneficiary. If you designate an Irrevocable Beneficiary it may limit your ability to change that designation in the future or to make other Policy changes.

 

Cash Value: It is equal to the Policy Value minus any applicable Surrender Charge.

 

Code: The Internal Revenue Code of 1986, as amended, or its successor.

 

Evidence of Insurability: Information that the Insured provides and is the basis for determining whether we will approve or reinstate this Policy or any additional benefit attached thereto. This could include underwriting information such as a medical exam and/or collection of current medical information.

 

Fund: An investment portfolio of Protective Investment Company or any other open-end management investment company or unit investment trust in which a Sub-Account invests.

 

General Account: The assets of the Company other than those allocated to the Variable Account or another separate account.

 

Home Office: 2801 Highway 280 South, Birmingham, Alabama, 35223.

 

Insured: The person shown on the Policy Schedule upon whose life this Policy is issued.

 

Irrevocable Beneficiary: A Beneficiary whose rights in this Policy are irrevocable unless the irrevocably designated Beneficiary agrees to such change in writing.

 

Issue Age: The Insured’s age as of the nearest birthday on the Policy Effective Date.

 

Issue Date: The date the Policy is issued. The Issue Date may be a later date than the Policy Effective Date if the initial premium payment is received at the Home Office before the Issue Date.

 

ICC19-V15

 

1

 

Loan Account Value: The Policy Value in the Loan Account.

 

Monthly Anniversary Day: The same day of the month as the Policy Effective Date. The Monthly Anniversary Day is shown on the Policy Schedule.

 

Net Asset Value Per Share: The value per share of any Fund as computed on any Valuation Day as described in the Fund Prospectus.

 

Net Premium: The amount remaining of each premium payment after deduction of the Premium Expense Charge. The Premium Expense Charge is shown in the Policy Schedule.

 

Owner: The person, persons or entity entitled to all rights in this Policy while the Insured is living. These rights are subject to any assignment and to the rights of any Irrevocable Beneficiary. You may name a contingent Owner who will own this Policy if you die while this Policy is in force. If you die before the Insured, any contingent Owner named in the application, or subsequent endorsement, will become the new Owner. If no contingent Owner is named, your estate becomes the new Owner. You may change the Owner (including a contingent Owner) by Written Notice.

 

Policy Anniversary: The same day in each Policy Year as the Policy Effective Date.

 

Policy Debt: The sum of all outstanding policy loans plus accrued interest.

 

Policy Effective Date: The date shown on the Policy Schedule and on which coverage takes effect. For any increase, decrease, additions, or changes to coverage, the effective date of change shall be the first Monthly Anniversary Day on or following the date the supplemental application is approved by the Company. The Policy Effective Date will never be the 29th, 30th or the 31st of a month.

 

Policy Value: The sum of the Variable Account Value, the Fixed Account Value and the Loan Account Value. The Policy Value on the Policy Effective Date is the initial Net Premium less the Monthly Deduction for the upcoming month.

 

Policy Year: Each period of 12 months commencing with the Policy Effective Date.

 

Proceeds: The amount payable upon claiming a Death Benefit, requesting a full surrender or a Withdrawal.

 

Sub-Account: A separate division of the Variable Account. Each Sub-Account invests in a corresponding Fund.

 

Surrender Value: The Cash Value minus any outstanding Policy Debt at the time of the Surrender.

 

Unit: A unit of measurement used to calculate the Sub-Account Values.

 

Valuation Day: Any day for which the Funds underlying the Sub-Accounts are valued (e.g., Any day the NYSE is open for business).

 

Valuation Period: The period commencing at the close on any day for which the Funds underlying the Sub-Accounts are valued and ending at the close on the next day that the Funds underlying the Sub-Accounts are valued.

 

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Written Notice and Request: Any information We receive at our Administrative Office which is written, signed and dated by you and is acceptable to us. No change in this Policy is valid unless it is by Written Notice and, unless otherwise specified, will be effective as of the date it is signed. No agent or other person has the authority to change this Policy. Instructions, requests and assignments are subject to any payment We made and any action We took prior to receiving the Written Notice.

 

GENERAL PROVISIONS

 

Commission Standards: This Policy is approved and issued under the authority and standards of the Interstate Insurance Product Regulation Commission (the “Commission”). Any provision of this Policy, as of the Policy Effective Date, that is in conflict with the Commission’s standards for this product type is hereby amended to conform to the Commission’s standards as of the Policy Effective Date.

 

Entire Contract: This Policy is a legal contract between you and us. We entered into this contract in consideration of a complete application and the payment of premiums. The Policy, including its applications, both initial and supplemental, all endorsements, amendments, riders and Policy Schedule, both initial and supplemental, are consolidated, attached, and constitute the entire agreement between you and us. Any changes made to the Policy and its terms must be made in writing and approved by our Home Office.

 

Representations and Contestability: In determining whether to issue this Policy We relied on the statements in the application made by and for the Insured. We acknowledge these statements are representations, not warranties. We have the right to contest the validity of this Policy or resist any claim based on a material misrepresentation in any application We accept and make part of this Policy. However, We cannot bring any legal action to contest the validity of this Policy or to resist a claim after the Policy has been in force for two years during the life of the Insured, except for the non-payment of premium.

 

If We accept an application, requiring evidence of insurability, to change the Policy, add or change a benefit, or reinstate the Policy after it has Lapsed and make the application part of this Policy, We cannot bring any legal action to contest the change, addition or reinstatement after such change, addition or reinstatement has been in force for two years during the life of the Insured, except for the non-payment of premium. The contestability period for a reinstated Policy is based only on statements made in the reinstatement application, unless the original contestability period has not yet expired.

 

Error in Age or Gender: Questions in the application concern the Insured’s date of birth and gender. If the date of birth or gender given in the application or any application for riders is not correct, the Death Benefit and any benefits provided under any riders to this Policy will be adjusted to those which would be purchased by the most recent deduction for the cost of insurance and the cost of any benefits provided by such riders, at the correct age and gender.

 

Assignment: You may assign your rights under this Policy. However, for this assignment to be binding on the Company, it must be by Written Notice and with the consent of any Irrevocable Beneficiary. However, this Policy may not be assigned where prohibited by law or regulation in the state in which this Policy is delivered. We assume no responsibility for the validity of any assignment and any claim under any assignment shall be subject to proof of interest and the extent of assignment. Once We receive a signed copy of the assignment, the Owner’s rights and the interest of any Beneficiary or any other person will be subject to the assignment. An assignment is subject to any Policy Debt. The effective date for the assignment is the date the assignment is signed, unless otherwise specified by the Owner, subject to payments and actions taken prior to receipt of the assignment.

 

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Suicide Exclusion: If the Insured commits suicide, while sane or insane, within two years from the Policy Effective Date, our total liability shall be limited to the premium payments made before death, less any Policy Debt and less any Withdrawals. If the Insured commits suicide, while sane or insane, within two years from the effective date of any increase in the Face Amount, our total liability with respect to such increase shall be limited to the sum of the monthly Cost of Insurance Charges deducted for such increase. We reserve the right to obtain and/or request evidence of the manner and cause of the Insured’s death.

 

Termination: All coverage under this Policy shall terminate when any one of the following events occurs:

 

(1)          the Owner requests a full surrender. Surrender will require a return of this Policy.

 

(2)          the Insured dies and We settle claims for the Death Benefit Proceeds.

 

(3)          the Policy lapses, as described in the sub-section entitled “Grace Period” under “Premiums” and the sub-section entitled “Loan Account” under “Policy Loans”.

 

(4)          the Death Benefit Proceeds are equal to or less than zero.

 

Annual Report: At least once per year We will send you a report for this Policy showing, as of the end of the report period: (1) the beginning and end dates of the current report period; (2) the current Death Benefit; (3) the current Policy Value and the Policy Value as of the beginning of the reporting period; (4) the current Fixed Account Value; (5) the current Variable Account Value; (6) the current Loan Account Value; (7) the current Sub-Account Values; (8) premium payments made since the last report; (9) any Withdrawals since the last report; (10) any policy loans and accrued interest; (11) the current Surrender Value; (12) the Owner’s current premium allocations; (13) charges deducted since the last report; and (14) any other information required by law. A notice will be included in the Annual Report if the Policy’s Surrender Value will not maintain the Policy in Force until the end of the next reporting period.

 

In addition, We will provide an illustrative Report for this Policy at any time upon the Owner’s Written Request. If you request this information more frequently than annually, We may charge a fee which will not exceed $50.

 

Tax Considerations: In order to receive the tax treatment afforded to life insurance contracts, this Policy must qualify at all times as a life insurance contract under the Code. We reserve the right if necessary to prevent this Policy from failing to qualify under Section 7702 of the Internal Revenue Code as a life insurance contract, to:

 

(a)          decline to accept a premium payment; or

 

(b)          decline to process a withdrawal; or

 

(c)           refund a premium payment, including any earnings thereon, or

 

(d)          decrease the face amount.

 

We also reserve the right, with the Owner’s written consent, to make changes to this Policy or to any endorsements or to any riders or to make distributions from this Policy to the extent We consider necessary for this Policy to continue to qualify as a life insurance contract. Such changes will apply uniformly to all affected policies, and We will provide you written notification of such changes.

 

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PREMIUMS

 

Premium Payment(s): Premium payment(s) are payable in advance at the Administrative Office or to any agent of the Company. Premium payment(s) must be made by check payable to Protective Life Insurance Company or by any other method We deem acceptable. The least amount of premium payment(s) that We will accept is $50 if paid by a monthly pre-authorized payment arrangement; or $150 for any other mode of payment accepted by the Company. Upon request, a receipt for premium payment(s) will be sent.

 

We reserve the right to refund a premium payment, including any earnings thereon, which:

 

(a)          in the first Policy Year, causes the Death Benefit to exceed the Initial Face Amount shown on the Policy Schedule; or

 

(b)          increases the difference between the Death Benefit and the Policy Value.

 

We have the right not to accept any premium payment in the event that We determine that the premium payment will cause this Policy to fail to qualify as a life insurance contract under the Code.

 

If mandated by law, We may reject a premium payment. We may also provide information about an Owner’s account to a government agency.

 

No insurance will take effect until the initial premium payment is paid and the health and other conditions of the Insured are determined to be the same as that described in the application on the date this Policy is delivered.

 

Net Premiums will be allocated to the Sub-Accounts and the Fixed Account according to your instructions contained in the application during the Valuation Period in which We receive them. You may change the allocations in effect at any time by Written Notice. Allocations must be made in whole percentages and the sum of allocations must add up to 100%. We reserve the right to establish a limitation on the number of Sub-Accounts to which Net Premiums may be allocated and/or a minimum allocation requirement for the Sub-Accounts and the Fixed Account.

 

If this Policy is issued in a state where, upon cancellation and within the cancellation period, the Company returns the premium payment(s) made, We reserve the right to allocate the initial premium payment and any additional premium payments made during the cancellation period to the Fixed Account or Money Market Sub-Account. After the cancellation period, allocations will be made in accordance with your instructions.

 

Planned Premium Payments: Planned premium is our understanding of your intention regarding premium payments at any particular time. Your initial planned premium amount and mode was communicated to us on the application and is shown in the Policy Schedule. You may change the amount and/or mode of your planned premium by Written Notice. You may choose periodic reminders for the planned premium on an annual, semiannual or quarterly basis, or may pre-authorize automatic payment of planned premiums from a designated account at your bank or other financial institution.

 

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Our acceptance of your planned premium instructions does not in any way imply or guarantee insurance coverage or any other benefit provided by this Policy will continue. If planned premium payments are discontinued and no subsequent premiums are paid, the insurance coverage will continue until the end of the Grace Period.

 

If you stop paying premiums, coverage will continue until the Surrender Value is no longer sufficient to cover the Monthly Deductions, subject to the Grace Period provision and all other provisions of the policy. Subject to the limits described above, while this Policy is in force, We will accept premium payment(s) other than the planned premium payments.

 

Grace Period: Unless this Policy is otherwise continued under the Lapse Protection guarantee, if the Surrender Value on a Monthly Anniversary Day is insufficient to cover the Monthly Deductions due on that Monthly Anniversary Day, this Policy will begin a 61 day Grace Period. The insurance provided by this Policy remains in effect during the Grace Period. Written notification will be sent to the last known address of the owner and any assignee of record at least 31 days prior to the end of the Grace period. If the Owner does not pay sufficient Net Premiums to cover the current and past due Monthly Deductions by the end of the Grace Period, this Policy will terminate without value. You have the entire Grace Period to make the payment, and if the payment is sent by U.S. Mail, it must be postmarked within the Grace Period. If the Insured dies during the Grace Period, the Death Benefit will be reduced by the amount of the unpaid Monthly Deductions and Policy Debt before We pay or settle the Death Benefit Proceeds.

 

Reinstatement: If this Policy has terminated at the end of the Grace Period, you may request that it be reinstated during the life of the Insured. We will reinstate this Policy, if We receive:

 

(1)          the Owner’s written request within five years after the end of the Grace Period.

 

(2)          evidence of insurability, satisfactory to Us,

 

(3)          payment of Net Premium equal to all Monthly Deductions that Were due and unpaid during the Grace Period, and payment of premium payments at least sufficient to keep this Policy in force for three months (We may accept premium payments larger than this amount), and

 

(4)          payment of or reinstatement of any Policy Debt which existed at the end of the Grace Period.

 

The effective date of the reinstatement of the Policy will be the day We approve the reinstatement and all of the above requirements have been met. The beginning Policy Value, Surrender Charge and Policy Debt, if any, of the reinstated Policy will be determined based on the Policy Value, Surrender Charge and Policy Debt, if any, as of the date the Policy entered the most recent Grace Period.

 

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DETERMINING FIXED ACCOUNT VALUES

 

Fixed Account: The Fixed Account is part of the Company’s General Account to which Policy Value may be transferred or Net Premiums allocated under a Policy.

 

Fixed Account Value: The value of the Fixed Account at any time is equal to:

 

(a)          All Net Premiums allocated to the Fixed Account; plus

 

(b)          any Policy Value transferred to the Fixed Account; plus

 

(c)           any interest credited to the Fixed Account; less

 

(d)          any Withdrawals including any withdrawal charges deducted or transfers from the Fixed Account including any transfer fees deducted from the Fixed Account; less

 

(e)           any Surrender Charges deducted from the Fixed Account in the event of a decrease of the Initial Face Amount; less

 

(f)            any Policy loans taken from the Fixed Account; less

 

(g)           all Monthly Deductions taken from the Fixed Account.

 

Interest Credited: The Company guarantees that the interest credited during the first Policy Year to the initial Net Premiums allocated to the Fixed Account will be at a rate not less than the Initial Annual Effective Interest Rate for the Fixed Account shown on the Policy Schedule.

 

For subsequent Net Premiums allocated to the Fixed Account or Policy Value transferred to the Fixed Account, the guaranteed interest rate applicable will be the annual effective interest rate in effect on the date We receive the subsequent Net Premium or the date the transfer is made. Such guaranteed interest rate will apply to such amounts for a twelve-month period which begins on the date the Net Premium is allocated or the date the transfer is made.

 

After the guaranteed interest rate expires, We will credit interest on the Fixed Account Value attributable to such Net Premiums and transfers at the current interest rate in effect. New current interest rates are effective for such Fixed Account Value for 12 months from the time they are first applied. The Initial Annual Effective Interest Rate and the current interest rates the Company will credit are annual effective interest rates of not less than the annual Guaranteed Interest Rate for Fixed Account shown on the Policy Schedule. For purposes of crediting interest, amounts deducted, transferred or withdrawn from the Fixed Account will be accounted for on a “first-in, first-out” (FIFO) basis.

 

Interest shall be credited to the Fixed Account on a daily basis.

 

DETERMINING VARIABLE ACCOUNT VALUES

 

Variable Account: The Protective Variable Life Separate Account is a separate investment account of the Company used to fund variable life insurance benefits and to which Policy Value may be transferred or into which Net Premiums may be allocated. The variable benefits under this Policy are provided through the Variable Account. The Variable Account is registered with the Securities and Exchange Commission (the “SEC”) as a unit investment trust under the Investment Company Act of 1940.

 

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The portion of the assets of the Variable Account equal to the reserves and other contract liabilities of the Variable Account are not chargeable with the liabilities arising out of any other business the Company may conduct. We have the right to transfer to our General Account any assets of the Variable Account which are in excess of such reserves and other liabilities. The assets of the Variable Account are available to cover the liabilities of the General Account of the Company only to the extent that the assets of the Variable Account exceed the liabilities of the Variable Account arising under the policies supported by the Variable Account.

 

Variable Account Value: The sum of all Sub-Account Values.

 

Sub-Accounts of the Variable Account: The assets of the Variable Account are divided into a series of Sub-Accounts that are listed in the current Prospectus the Owner received. Each Sub-Account invests exclusively in shares of a corresponding Fund. Any amounts of income, dividends, and gains distributed from the shares of a Fund will be reinvested in additional shares of that Fund at its Net Asset Value Per Share.

 

When permitted by law, We may:

 

(1)          create new Variable Accounts;

 

(2)          combine Variable Accounts;

 

(3)          transfer assets of one Variable Account to another Variable Account;

 

(4)          add new Sub-Accounts to or remove existing Sub-Accounts from the Variable Account or combine Sub-Accounts;

 

(5)          make new Sub-Accounts or other Sub-Accounts available to such classes of policies as We may determine;

 

(6)          close certain Sub-Accounts to allocations of premium payments or transfers of Policy Value.

 

(7)          add new Funds or remove existing Funds;

 

(8)          substitute a different Fund for any existing Fund if shares of a Fund are no longer available for investment or if We determine that investment in a Fund is no longer appropriate in light of the purposes of the Variable Account;

 

(9)          deregister the Variable Account under the Investment Company Act of 1940 if such registration is no longer required;

 

(10)   operate the Variable Account as a management investment company under the Investment Company Act of 1940 or in any other form permitted by law; and

 

(11)   make any changes to the Variable Account or its operations as may be required by the Investment Company Act of 1940 or other applicable law or regulations.

 

The investment policy of the Variable Account will not be changed without approval pursuant to the insurance laws of the Company’s state of domicile. If required, approval of or change of investment policy will be filed with the insurance department of the state where this Policy is delivered.

 

The values and benefits of this Policy provided by the Variable Account depend on the investment performance of the Funds in which your selected Sub-Accounts are invested. The Company does not guarantee the investment performance of the Funds. The Owner bears the full investment risk for Net Premiums allocated or Policy Value transferred to the Sub-Accounts.

 

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Valuation of Assets: Assets of Funds held by each Sub-Account will be valued at their Net Asset Value Per Share on each Valuation Day. The Prospectus the Owners(s) received for the Funds defines the Net Asset Value Per Share of the Funds and describes each Fund.

 

Sub-Account Values: The Sub-Account Value for any Sub-Account is equal to the number of Units this Policy then has in that Sub-Account, multiplied by the value of such Units at that time. Amounts allocated, transferred or added to a Sub-Account are used to purchase Units of that Sub-Account. Units are redeemed when amounts are deducted, transferred, or withdrawn. The number of Units in a Sub-Account at any time is equal to the number of Units purchased minus the number of Units redeemed up to such time.

 

For each Sub-Account, the Net Premiums allocated to the Sub-Account or Policy Value transferred to the Sub-Account are converted into Units. The number of Units credited is determined by dividing the dollar amount directed to each Sub-Account by the value of the Unit for that Sub-Account for the Valuation Day on which the Net Premiums allocated to or Policy Value transferred are credited to the Sub-Account. The Unit value at the end of every Valuation Day is the Unit value at the end of the previous Valuation Day times the Net Investment Factor, as described below.

 

For each Sub-Account, amounts deducted, transferred, or withdrawn from the Sub-Account are converted into Units. The number of Units debited is determined by dividing the dollar amount directed from each Sub-Account by the value of the Unit for that Sub-Account for the Valuation Day on which the amount deducted, transferred, or withdrawn is debited from the Sub-Account. The Unit value at the end of every Valuation Day is the Unit value at the end of the previous Valuation Day times the Net Investment Factor, as described below.

 

Net Investment Factor: The Unit value for each Sub-Account for any Valuation Period is determined by the Net Investment Factor. The Net Investment Factor is an index applied to measure the investment performance of a Sub-Account from one Valuation Period to the next. The Net Investment Factor for a Sub-Account for any Valuation Period is determined by dividing (1) by (2) where

 

(1)          is the result of:

 

a.               the Net Asset Value Per Share of the Fund held in the Sub-Account, determined at the end of the current Valuation Period; plus

 

b.               the per share amount of any dividend or capital gain distributions made by the Fund to the Sub-Account, if the “ex-dividend” date occurs during the current Valuation Period; plus or minus

 

c.                a per share charge or credit for any taxes reserved for, which is determined by the Company to have resulted from the operations of the Sub-Account.

 

(2)          is the Net Asset Value Per Share of the Fund held in the Sub-Account, determined at the end of the last Valuation Period.

 

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ADDITIONAL PROVISIONS FOR DETERMINING VALUES

 

Transfers: On or after the later of thirty days after the Policy Effective Date or six days after the thirty-day cancellation period, or such other period as required by law, you may, by Written Notice, transfer the Fixed Account Value or any Sub-Account Value to other Sub-Accounts and/or the Fixed Account. The transfer will be effected as of the Valuation Period during which We receive your Written Notice.

 

The amount of each transfer must be at least $100, or if the value in an account is less, the entire amount. If, after the transfer, the amount remaining in the Fixed Account or Sub-Account(s) from which the transfer is made is less than $100, We reserve the right to transfer the entire amount instead of the requested amount. We reserve the right to limit the maximum amount which may be transferred from the Fixed Account in any Policy Year. This maximum is currently the greater of $2500 or 25% of the Fixed Account Value.

 

The Policy Value on the effective date of the transfer will not be affected except to the extent of the transfer fee. We reserve the right to limit transfer requests to no more than 12 per Policy Year. For each additional transfer request over 12 during each Policy Year, We reserve the right to charge a transfer fee indicated on the Policy Schedule, which will be deducted from the amount being transferred.

 

We reserve the right, at any time and without prior notice, to terminate, suspend or modify the transfer privileges described above.

 

We reserve the right to provide to a Fund information about Owners and their trading activities involving the Fund’s portfolio(s) that We deem necessary to:

 

(1)          deter fraud or violations of our operating rules or the operating rules of a Fund; and

 

(2)          as required to comply with applicable state and federal law.

 

Deductions from the Policy Value: Monthly Deductions, Other Deductions and Surrender Charges are described on the Policy Schedule.

 

Net Amount at Risk: The Net Amount at Risk as of any Monthly Anniversary Day is equal to:

 

(a)          the Death Benefit discounted at one plus the monthly guaranteed interest rate minus the Policy Value (prior to deducting the Cost of Insurance), if the Death Benefit Option is Death Benefit Option A (Level Death Benefit); or,

 

(b)          the sum of the Death Benefit less the Policy Value (prior to deducting the Cost of Insurance) is discounted at one plus the monthly guaranteed interest rate, if the Death Benefit Option is Death Benefit Option B (Increasing Death Benefit).

 

The cost of insurance charge for each increment of Face Amount is calculated separately to the extent a different cost of insurance rate applies. Because the Net Amount at Risk for Death Benefit Option A is equal to the Death Benefit less Policy Value, the entire Policy Value is applied first to offset the Death Benefit derived from the Initial Face Amount. Only if the Policy Value exceeds the Initial Face Amount is the excess applied to offset the portion of the Death Benefit derived from increases in Face Amount in the order of the increases. If there is a decrease in Face Amount after an increase, the decrease is applied first to decrease any prior increases in Face Amount, starting with the most recent increase.

 

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Cost of Insurance Charge: The monthly Cost of Insurance Charge is computed at the beginning of each policy month by multiplying the Net Amount at Risk (divided by $1,000) by the Cost of Insurance Rate. The Cost of Insurance Charge is computed separately for the Initial Face Amount and for each increase in Face Amount.

 

Cost of Insurance Rates: The monthly Cost of Insurance Rate is based on the sex, Issue Age, duration and rate class of the Insured and on the number of years that a Policy has been in force. For each Face Amount increase, We will use the Issue Age, sex, and rate class of the Insured and duration of this Policy at the time of the request. We will determine monthly cost of insurance rates, based on our expectations as to future investment earnings, mortality, persistency, taxes, expenses and other relevant factors.

 

Any change in the monthly Cost of Insurance Rates will be by class and based on expectations of future investment earnings, mortality, persistency, taxes, expenses and other relevant factors. However, the Cost of Insurance Rates will never be greater than those shown in the Guaranteed Maximum Monthly Cost of Insurance Rates Table on the Policy Schedule.

 

Changes in Policy Cost Factors: Changes in non-guaranteed credited rates, Cost of Insurance Charge rates, Mortality and Expense Risk Charge rates, administration charge rates, or expense charge rates, if any, will be by class and will be based upon changes in future expectations of such factors as investment earnings,mortality, persistency, expenses, and taxes.

 

Minimum Values: The values and benefits of this Policy will not be less than the minimum benefits required by the National Association of Insurance Commissioners Variable Life Insurance Regulation, model #270 using Actuarial Guideline XXIV. The method of computing minimum required values has been filed with the Interstate Insurance Product Regulation Commission.

 

Continuation of Insurance: If this Policy is in force on the date that the Insured attains age 121, no additional premium payments will be accepted and the Monthly Deduction will cease. The Policy will remain in force. Interest will continue to accrue on the Policy Value and on the Policy Debt, if any. Your ability to take partial withdrawals or loans and to repay Policy Debt continue.

 

Upon the death of the Insured, We will calculate and pay the Death Benefit Proceeds as described in the “DEATH BENEFIT” section of this Policy.

 

If the Policy remains in force after the date that the Insured attains the Age 121, this Policy may not qualify as life insurance under the Code. If you choose to continue the Policy under this provision, you should consult your personal tax advisor, as there may be adverse tax consequences.

 

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ACCESSING POLICY VALUES

 

Right to Make Loans/Policy Debt: A loan can be made prior to the Insured’s death and while the Policy is in force and the Policy has Surrender Value greater than zero. A loan can be a standard loan or a carryover loan. After the first Policy Anniversary, standard loans can be made on the Policy. However, the Policy must be properly assigned to the Company before any policy loan is made. No other collateral is needed. Any policy loan must be for at least a minimum loan amount of $500. The Company may delay making any policy loan from the Fixed Account for up to six months. The Company refers to all outstanding loans plus accrued interest as Policy Debt. The most the Owner can borrow is an amount that equals 90% of the Cash Value of the Policy, and this amount is reduced by any Policy Debt on the date the loan request is received.

 

Carryover Loan: An initial carryover loan is a loan on the Policy the amount of which must (a) be transferred from another policy that is exchanged for the Policy such that the exchange qualifies under Section 1035 of the Internal Revenue Code, as amended, or its successor and (b) be approved by the Company. Additional carryover loans are loans on the Policy made to cover carryover loan interest.

 

Standard Loan: A standard loan is any loan that is not a carryover loan.

 

Interest: The maximum interest charged on standard and carryover loans is at an effective annual rate shown on the Policy Schedule. Interest will accrue daily on any outstanding loan and is considered part of Policy Debt. Interest payments are due for the prior Policy Year on each Policy Anniversary. If interest on a standard loan is not paid when due, it will be added to the standard loan portion of the Policy Debt and will bear interest at the rate payable on a standard loan. If interest on a carryover loan is not paid when due, it will be added to the carryover loan portion of the Policy Debt and will bear interest at the rate payable on a carryover loan. Interest is charged in arrears from the date of the policy loan. The Company will set such rate and may redetermine it at any time. Any change in rate will apply to the Policy Year which follows the date of redetermination.

 

Collateral: When a policy loan is made, an amount sufficient to secure the policy loan is transferred out of the Sub-Account(s) and the Fixed Account and into the Policy’s Loan Account. The Owner can specify, on a standard loan, how to allocate the amount to be transferred to the Loan Account as collateral from among the Sub-Account(s) and the Fixed Account. If an allocation is not specified, the amount will be allocated in the same proportion that the value of the Owner’s Fixed Account and the value of the Owner’s Sub-Account(s) bear to the total Unloaned Policy Value on the date the policy loan is made. An amount equal to any unpaid policy loan interest will also be transferred on each Policy Anniversary to the Loan Account. The Company will allocate the unpaid interest based on the proportion that the value of the Owner’s Fixed Account and the value of the Owner’s Sub-Account(s) bear to the total Unloaned Policy Value. The Loan Account Value will be recalculated (1) when Policy interest is added to the amount of the loan, (2) when a loan repayment is made, or (3) when a new policy loan is made. The Company will credit the Loan Account with interest at an effective annual rate of not less than the Guaranteed Interest Rate for the Fixed Account shown on the Policy Schedule. The Company will set such rate and may redetermine it at any time. On each Policy Anniversary, the interest earned on the Loan Account since the preceding Policy Anniversary will be transferred to the Sub-Account(s) and the Fixed Account. The interest will be transferred to the Sub-Account(s) and the Fixed Account in the same proportion that premium payments are allocated. If the Loan Account Value exceeds the Cash Value,

 

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the Owner must pay the excess. The Company will send the Owner a notice of the amount the Owner must pay. This amount must be paid within 31 days after the notice is sent, or the Policy will Lapse. The Company will send the notice to the Owner and to any assignee of record.

 

Repaying Policy Debt: Policy Debt can be repaid in part or in full any time prior to the Insured’s death and while the Policy is in force. After the Policy Effective Date, any Policy Debt repayment will first reduce the standard loan portion of the Policy Debt until all standard loan Policy Debt has been repaid. After the standard loan Policy Debt has been repaid, any Policy Debt repayment will reduce the carryover loan portion of the Policy Debt. When a loan repayment is made, Policy Value in the Loan Account in an amount equal to that payment will be transferred to the Sub-Account(s) and the Fixed Account. The Owner may tell the Company how to allocate this transfer among the Sub-Account(s) and the Fixed Account. If no allocation is specified, the Company will allocate that amount among the Sub-Account(s) and the Fixed Account in the same proportion that premium payments are allocated.

 

Surrenders: Prior to the Insured’s death, and while this Policy is in force, you may surrender this Policy, by Written Request, for its Surrender Value. The surrender will be effective as of the Valuation Period during which We receive your Written Notice. If this Policy is surrendered, any applicable Surrender Charge as described on the Policy Schedule will be imposed. Once the surrender is effective, all benefits provided by this Policy cease and this Policy cannot be reinstated.

 

Withdrawals: After the first Policy Year, you may make a Written Request for a Withdrawal, subject to certain restrictions. The minimum Withdrawal request is $500. The maximum Withdrawal request may be for an amount less than the Surrender Value. The Sub-Account Value(s) and Fixed Account Value will be reduced by the amount withdrawn (the amount withdrawn will equal the amount requested plus the partial Surrender and withdrawal charges as described on the Policy Schedule) as of the Valuation Period during which We receive your Written Notice. You may specify how the Withdrawal, partial surrender charge and withdrawal charge are to be deducted from the Sub-Account Value(s) and Fixed Account Value. If you do not specify an allocation, We will allocate the withdrawal, the partial surrender charge and withdrawal charge based on the proportion that the value in the Fixed Account and the value in the Sub-Accounts bear to the un-loaned Policy Value.

 

We reserve the right to reduce the Face Amount of this Policy by the amount of the Withdrawal (excluding the partial surrender charge and withdrawal charge). Face Amount reductions will be effective at the same time as the Withdrawal. The order of Face Amount reductions will be as provided in the provision “Decreasing the Face Amount”. There may be a partial Surrender Charge, as described on the Policy Schedule, for a Face Amount reduction resulting from a Withdrawal.

 

We may decline a Withdrawal request if the remaining Face Amount would be below the Minimum Face Amount shown on the Policy Schedule; or We determine that the Withdrawal would cause this Policy to fail to qualify as a life insurance contract under the Code.

 

Suspension or Delay in Payment: We have the right to suspend or delay the date of payment of a Withdrawal, Loan, Surrender, or the variable Death Benefit Proceeds for any period:

 

(1)          when the New York Stock Exchange is closed; or

 

(2)          when an emergency exists (as determined by the SEC) as a result of which (a) the disposal of securities in the Variable Account is not reasonably practicable; or (b) it

 

13

 

is not reasonably practicable to determine fairly the value of the net assets of the Variable Account; or

 

(3)          as the SEC may permit by order.

 

Provided, however this provision shall not apply to withdrawals and/or loans requested to make premium payments.

 

Pursuant to SEC rules, if the Money Market Fund suspends payment of redemption proceeds in connection with the liquidation of the Fund, We will delay a transfer or payment of any Withdrawal, Surrender or Death Benefit Proceeds from the Money Market Sub-Account until the Fund is liquidated. In addition, pursuant to SEC rules, if the Money Market Fund suspends the payment of redemption proceeds in connection with the implementation of liquidity gates by such Fund, We will delay a transfer or payment of any Withdrawal, Surrender or Death Benefit Proceeds from the Money Market Sub-Account until the removal of such liquidity gates.

 

In addition, We may defer payment, provided such payments are based on Policy Values which do not depend on the investment experiences of the Variable Account of any Withdrawal, Surrender or the making of a Policy loan for up to six (6) months after a Written Request is received. If We delay payment of surrender benefits under this Policy, We will pay interest at the rate specified under applicable state law as required, if any, at the time of the request.

 

If mandated under applicable law, We may be required to block the Owner’s account and thereby refuse to pay any request for transfer, Surrender, Withdrawal, loans or payment of Death Benefit Proceeds or payment under a Settlement Option, until instructions are received from the appropriate regulator. We also may be required to provide information about the Owner and his/her account to government regulators.

 

DEATH BENEFIT

 

Death Benefit: A Death Benefit is payable when We receive a properly completed claim form and due proof of the death of the Insured while this Policy was in force. Due proof of death includes a certified copy of the death certificate (or other lawful evidence providing equivalent information) and proof of the interest of the claimant in the Proceeds.

 

The Death Benefit Proceeds will be determined as of the date of the Insured’s death and will be equal to the Death Benefit provided by the Death Benefit Option selected plus any additional benefits due under riders attached to this Policy. Policy Debt, and any unpaid Monthly Deductions from a death during a Grace Period, will be deducted from the Death Benefit Proceeds.

 

Death Benefit Options:

 

Death Benefit Option A (Level Death Benefit):

 

The Death Benefit will be the greater of:

 

(a)          the Face Amount of insurance on the Insured’s date of death; or

 

(b)          a specified percentage of the Policy Value on the date of the Insured’s death as indicated on the Table of Death Benefit Factors, shown on the Policy Schedule.

 

14

 

Death Benefit Option B (Increasing Death Benefit)

 

The Death Benefit will be the greater of:

 

(a)          the Face Amount of insurance on the Insured’s date of death plus the Policy Value on such date; or

 

(b)          a specified percentage of the Policy Value on the date of the Insured’s death as indicated on the Table of Death Benefit Factors, shown on the Policy Schedule.

 

Payment of Death Benefit Proceeds: We will pay the Death Benefit Proceeds to the Beneficiary in a lump sum, unless a Settlement Option has been selected. If the Primary or Contingent Beneficiary is not living, or if no Beneficiary has been designated, We will pay the Owner or Owner’s estate.

 

Interest on Death Benefit Proceeds: Interest on Death Benefit Proceeds is payable from the date of death at the rate applicable to proceeds of life insurance left on deposit with the Company. Additional interest at an annual rate of 10% will be paid beginning on the 31st calendar day from the latest of the following, to the date the Proceeds are paid:

 

a)              The date We receive due proof of death;

 

b)              The date We receive sufficient information to determine our liability, the extent of that liability, if any, and to identify the payee legally entitled to the Proceeds; or,

 

c)               The date We are provided with sufficient evidence that all legal impediments to the payment of Proceeds dependent on parties other than the Company have been resolved.

 

Settlement Options: Depending on the needs of the Beneficiary, a selection of Settlement Options may be available. Settlement Options are used to distribute Proceeds over a period of time rather than paying them in a lump sum. Proceeds from the Death Benefit and Full Surrenders may be applied to a Settlement Option. You may select or change a Settlement Option from those available while this Policy is in force and prior to the death of the Insured. If you do not select a Settlement Option, the Beneficiary may select a Settlement Option from among those available at that time, or may take the amount due immediately in a lump sum.

 

CHANGING THIS POLICY

 

You may request, by Written Notice, any one of the following changes subject to certain conditions. We will send you a supplemental Policy Schedule or other acknowledgment to amend or endorse the Policy change and shows its effective date.

 

Increasing the Face Amount: On or after the first Policy Anniversary, you may submit a supplemental application for an increase in Face Amount. We reserve the right to require satisfactory proof of insurability. The Insured’s current Attained Age must be less than the maximum Issue Age. The amount of any increase must be at least $10,000. Any increase approved by the Company will be effective on the effective date shown on the supplemental Policy Schedule which will be issued and attached to the Policy and will be subject to monthly cost of insurance deductions for the increase from the Policy Value of this Policy.

 

15

 

Additional premium payments may be required in connection with an increase in Face Amount. We will notify you if additional premium payments are required and specify the premium payments required on the supplemental Policy Schedule. The cancellation provision on the cover of this Policy applies equally to any increase in Face Amount. However, if an increase is cancelled under this provision and no additional premium payments were required in order to increase the Face Amount, only the first monthly cost of insurance deduction and the administration fee for the increase in Face Amount will be credited back to the Sub-Accounts and Fixed Account in the proportion that each Sub-Account Value and the Fixed Account Value bears to the un-loaned Policy Value.

 

Decreasing the Face Amount: On or after the third Policy Anniversary you may request in writing a decrease in Face Amount subject to the following rules. Any decrease will go into effect on the Monthly Anniversary Day that falls on or next following the date We approve the Written Request for change. The decrease will first be applied against increases in Face Amount in the reverse order in which they occurred. It will then be applied against the Initial Face Amount. We reserve the right to prohibit any elected decrease for the three years following an increase in Face Amount, and for one Policy Year following the last elected decrease in Face Amount.

 

The Face Amount remaining in effect after any decrease cannot be less than the Minimum Face Amount shown on the Policy Schedule. Decreasing the Face Amount may result in lower Monthly Deductions or a refund in premiums and earnings thereon. Decreasing the Initial Face Amount may result in a Surrender Charge, as described in the Policy Schedule. We reserve the right to refuse a decrease in Face Amount if such decrease would cause this Policy to fail to qualify as a life insurance contract under the Code.

 

Changing the Death Benefit Option: On or after the first Policy Anniversary, You may request in writing a change in the Death Benefit Option. The change will go into effect on the Monthly Anniversary Day that falls on or next following the date We approve the written request for change. If You request a change from Death Benefit Option B to Death Benefit Option A, the Face Amount will be increased to equal the Death Benefit on the effective date of change. There will be no administration charge for a Face Amount increase resulting from a Death Benefit Option change. If the Owner requests a change from Death Benefit Option A to Death Benefit Option B, the Face Amount will be decreased so that it equals the Death Benefit less the Policy Value on the date of the change. There will be no surrender charge for a Face Amount reduction resulting from a Death Benefit Option change. We reserve the right to require satisfactory proof of insurability before permitting a change in Death Benefit options that increases the Net Amount at Risk.

 

Change Approval: All changes must be approved by the Home Office. No agent has the authority to make any changes or waive any of the terms of this Policy.

 

16

 

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READ THE CONTRACT CAREFULLY

THIS POLICY IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY

INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ADJUSTABLE LIFE INSURANCE POLICY

NON-DIVIDEND PAYING

 

Exhibit 99.4(b)

 

/LOGO/

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

1-800-866-9933

A Stock Company

State of Domicile - Tennessee

 

CHILDREN’S TERM LIFE INSURANCE RIDER

 

This rider is issued as a part of the Policy to which it is attached in return for the application and the payment of the cost of insurance for this rider, shown as the Initial Monthly Charge on the Policy Schedule. The cost of insurance for this rider is a level amount charged each month until the rider terminates. This rider does not have any cash values or loan values. All Policy provisions not expressly modified by this rider remain in full force and effect.

 

DEFINITIONS

 

The following terms have the specific meanings associated with them each time they are used in this rider. Other terms may be defined elsewhere in this rider and they will have that meaning when used.

 

Insured: The person whose life is covered under the Policy to which this rider is attached.

 

Insured Child: An Insured Child under this rider is any living child, stepchild, or legally adopted child of the Insured. Any Insured Child must be at least 15 days old but no older than 18 years old at the date of application for this rider. After the initial Effective Date of Coverage, any child who is born to, or legally adopted by, the Insured will become an Insured Child when they reach 15 days old or on the date of adoption. The date of adoption must occur prior to the child’s 18th birthday. Coverage for an Insured Child ceases under this rider on the Insured Child Expiry Date.

 

Effective Date of Coverage: If this rider is attached when the Policy is issued, the effective date of coverage under this rider is the Policy Effective Date. If this rider is issued after the Policy was issued, the effective date will be the date we approve the supplemental application. For any reinstated insurance or if any increase in coverage occurs, the effective date will be the date of approval.

 

Rider Expiry Date: The Rider Expiry Date of this rider is the day before the Insured’s 75th birthday.

 

Insured Child Expiry Date: The Insured Child Expiry Date is the earlier of the Rider Expiry Date or the Policy Anniversary following an Insured Child’s 25th birthday.

 

BENEFIT

 

Rider Benefit: We will pay the Benefit Amount to the Beneficiary of this rider when we receive due proof of an Insured Child’s death at our Home Office.

 

Benefit Amount: Each unit of insurance provides a death benefit of $1000. The number of units of insurance is shown on the Policy Schedule. The Benefit Amount applies to each Insured Child.

 

ICC17-L639

 

1

 

GENERAL PROVISIONS

 

Owner: The Owner of the Policy is the Owner of this rider.

 

Beneficiary: The Owner of the Policy is the beneficiary of this rider unless otherwise specified by Written Notice.

 

Contestability: Unless fraud is involved, we cannot bring any legal action to contest the validity of this rider or to resist a claim after the rider has been in force for two years during the life of an Insured Child, except for non-payment of premium.

 

Unless fraud is involved, we cannot bring any legal action to contest any change to or reinstatement of this rider after it has been in force for two years during the life of an Insured Child, except for non-payment of premium. The contestability period for a reinstated Policy is based only on statements made in the reinstatement application, unless the original contestability period has not yet expired.

 

Suicide of Insured: If, while sane or insane, the Insured commits suicide within two years of the Effective Date of Coverage of this rider, coverage under this rider will continue during a 31 day period after the date of suicide and the rider will terminate. Our liability under this rider will be limited to the return of any cost of insurance paid for this rider. During the 31 day period after the date of suicide, an Insured Child is eligible for Conversion as described in this rider, but not for Paid-Up Term Insurance.

 

Suicide of Insured Child: If, while sane or insane, an Insured Child commits suicide within two years of the Effective Date of Coverage for the Insured Child, our liability is equal to the cost of insurance paid for this rider if there is only one Insured Child. If there are any additional Insured Children, we have no liability under this rider.

 

Reinstatement: If the Policy to which this rider is attached terminates, this rider may be reinstated in accordance with the Reinstatement provision of the Policy. You must provide evidence of insurability for each Insured Child who will be insured under the reinstated rider. No benefit will be paid if an Insured Child dies during the lapse in coverage.

 

Paid-Up Term Insurance: If the Insured dies while this rider is in full force the Benefit may be continued under a Paid-Up Term Insurance Policy. Each Insured Child will be issued a Paid-Up Term Insurance Policy with a face amount equaling the Benefit Amount of this rider. The expiry date of any Paid-Up Term Insurance Policy issued will be on the Policy Anniversary following the Insured Child’s 25th birthday.

 

If the Insured Child has not reached the age of majority, the owner of the Paid-Up Term Insurance Policy will be the legal guardian. If the Insured Child has reached the age of majority, the owner of the Paid-Up Term Insurance Policy will be the child on whose life the Policy insures.

 

Conversion: Within 30 days prior to or after the monthly anniversary closest any Insured Child Expiry Date, you may provide Written Notice to convert coverage without evidence of insurability to a new policy (the “Conversion Policy”) of flexible premium adjustable life insurance, whole life insurance or other similar plan of life insurance available for conversion at the time of your Written Notice. We will always have at least one such policy available. We are not required to have more than one Conversion Policy available. The converted life insurance policy may have a Face Amount that is up to 5 times the Benefit Amount of this rider, but may not be less than the minimum amount available for the new plan of insurance.

 

2

 

The Conversion Policy will be issued at the attained age of the Insured as defined under the Conversion Policy. The Conversion Policy will be issued with a risk classification that, in our judgment, most closely corresponds to the risk classification of this rider. The two year period for the Contestability and Suicide Exclusion provisions of the Conversion Policy will begin on the Effective Date of Coverage of this rider, or the latest reinstatement date. The initial premium for the Conversion Policy is due prior to the date the Policy is placed in force.

 

The issuance of any available rider attached to the Conversion Policy will be subject to evidence of insurability. Any evidence of insurability required by us will be obtained at the Owner’s expense.

 

Termination: This rider will terminate:

 

a)              On the Rider Expiry Date;

 

b)              When you notify us that the youngest Insured Child has reached the Insured Child Expiry Date or that there are no living Insured Children;

 

c)               By written notice; or

 

d)              Upon termination of the Policy to which this rider is attached.

 

Signed for the Company as of the Effective Date of Coverage.

 

PROTECTIVE LIFE INSURANCE COMPANY

 

/SIGNATURE/

/PRINTED NAME/

Secretary

 

3

 

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4

Exhibit 99.4(c)

 

/LOGO/

 

Protective Life Insurance Company

P. O. Box 2606; Birmingham, Alabama 35202

A Stock Company

1-800-866-9933

 

State of Domicile - Tennessee

 

PROTECTED INSURABILITY RIDER

 

We have issued this rider as a part of the policy to which it is attached. It is issued in return for the application and the payment of the Cost of Insurance for this rider. All terms of the policy apply to this rider except those that disagree with this rider.

 

This rider provides the right to buy new insurance without evidence of insurability. We discuss this right and the rules that apply to it in the provisions which follow.

 

Benefits. On each Regular Option Date, and following each Alternate Option Event, we will increase the Specified Amount without evidence of insurability. The increase will be for the Benefit Amount of this rider, as shown in the Policy Schedule of the policy. The increase will be in effect only if we receive proper written request from the Owner, except as provided in the “Automatic Insurance Following an Alternate Option Event” section.

 

Cost of Insurance. The monthly Cost of Insurance under this rider is calculated as (A) multiplied by (B): where:

 

(A)             is the Cost of Insurance Rate for the Insured. This rate is shown in the Cost of Insurance Rates section of this rider.

 

(B)             is the Benefit Amount shown in the Policy Schedule.

 

Regular Option Dates. Regular Option Dates are those anniversaries of the Date of Issue of the policy at which the Insured reaches a Regular Option Date Age. A Regular Option Date occurs only if this rider is in force.

 

Age at Issue of the Original Policy

 

Regular Option Date Age

 

 

 

24 and Under

 

25,28,31,34,37,40

25-27

 

28,31,34,37,40

28-30

 

31,34,37,40

31-33

 

34,37,40

34-36

 

37,40

37

 

40

 

Alternate Option Events. An Alternate Option Event is any of the following:

 

(1)               the marriage of the Insured;

 

(2)               the birth of a living child of the Insured’s marriage; or

 

(3)               the legal adoption of a child by the Insured.

 

If there is a multiple birth, the amount of the increase will be the Benefit Amount of this rider times the number of children of such birth. “Marriage” means a valid marriage performed by a legally authorized third person. An Alternate Option Event occurs only if this rider is in force.

 

L530 3-86

 

1

 

If an increase is allowed as a result of an Alternate Option Event, then one Regular Option Date will be cancelled. The Regular Option Date which is cancelled is the next Regular Option Date following the Alternate Option Event which has not been cancelled before.

 

However, even if all future Regular Option Dates have been cancelled, we will still increase the Specified Amount after an Alternate Option Event.

 

Automatic Insurance Following an Alternate Option. Following each Alternate Option Event, term insurance will become effective. The amount of the term insurance is equal to the amount of the increase available under this rider as a result of the Alternate Option Event. The term insurance is in force from the date of the Alternate Option Event to the day on which the increase becomes effective. (See “Effective Date of Increase” below.) However, term insurance will cease to be in force if the policy terminates. There is no extra premium for this term insurance.

 

Election of Options. An option may be elected only while the Insured is alive. If a Regular Option is not elected prior to the Regular Option Date, it will expire. If an Alternate Option is not elected prior to the effective date of the increase, it will expire. (See “Effective Date of Increase” below.) We have the right to require proof of any marriage, birth, or adoption involved.

 

Effective Date of Increase. When a Regular Option is elected, the increase will be effective as of the Regular Option Date. The increase will not be effective if the Insured is not alive on the Regular Option Date.

 

When an Alternate Option is elected, the increase will be effective on the third Monthly Anniversary Date following the Alternate Option Event. The Insured may request an earlier effective date following an Alternate Option Event, in which case the automatic term insurance will cease on the day before the effective date of the increase.

 

We will compute the Cost of Insurance for the increase in Specified Amount using the same mortality class as was used on the original policy.

 

Restrictions and Exclusions. Any increase will be subject to the same restrictions and exclusions, if any, as were included in the original policy when it was issued.

 

The suicide provisions of each increase will apply from the Effective Date of Coverage of the increase. The incontestable provision of the increase, will apply from the Rider Date.

 

Rider Date. This rider is effective on the Rider Date. The Rider Date is the Date of Issue of the policy, unless a different date is shown below.

 

Termination. This rider terminates:

 

(1)               at Age 40;

 

(2)               if the policy to which it is attached terminates:

 

(3)               on any monthly anniversary day upon written request; but you must return the policy so we may remove the rider.

 

If the rider terminates within 90 days after an Alternate Option Event, the temporary term insurance and the right to exercise the Alternate Option will stay in effect for their normal term.

 

2

 

Cost of Insurance Rates. This table shows the Cost of Insurance Rates for this rider. The rates vary by the attained age of the Insured. The monthly Cost of Insurance under this rider will equal the rate multiplied by the Benefit Amount shown in the Policy Schedule.

 

Cost of Insurance Rate Table

Rate per $1,000 of Benefit Amount

 

Attained Age

 

Rate

 

Attained Age

 

Rate

 

 

 

 

 

 

 

 

 

0-9

 

$

.03

 

28

 

.10

 

10-14

 

.05

 

29

 

.10

 

15-19

 

.06

 

30

 

.10

 

20

 

.07

 

31

 

.11

 

21

 

.07

 

32

 

.11

 

22

 

.07

 

33

 

.11

 

23

 

.08

 

34

 

.12

 

24

 

.08

 

35

 

.12

 

25

 

.08

 

36

 

.13

 

26

 

.09

 

37

 

.13

 

27

 

.09

 

38

 

.13

 

 

 

 

 

39

 

.13

 

 

Signed for the Company as of the Rider Date.

 

PROTECTIVE LIFE INSURANCE COMPANY

 

/SIGNATURE/

 

/PRINTED NAME/

 

Secretary

 

 

3

 

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4

Exhibit 99.4(d)

 

/LOGO/

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

1-800-866-9933

A Stock Company

State of Domicile - Tennessee

 

ACCIDENTAL DEATH BENEFIT RIDER

 

This rider is issued as a part of the Policy to which it is attached in return for the application and the payment of the cost of insurance for this rider, shown as the Initial Monthly Charge on the Policy Schedule. This rider does not have any cash values or loan values. All Policy provisions not expressly modified by this rider remain in full force and effect.

 

DEFINITIONS

 

The following terms have the specific meanings associated with them each time they are used in this rider. Other terms may be defined elsewhere in this rider and they will have that meaning when used.

 

Act of War: Means any act specific to military, naval or air operations in time of war.

 

Home Area: Means the 50 states of the United States and its territories, the District of Columbia and Canada.

 

War: Includes but is not limited to, declared war, and armed aggression by one or more countries resisted on orders of any other country, combination of countries or international organization.

 

BENEFIT

 

Rider Benefit: This rider provides an additional death benefit if the death of the Insured results from an accident. We will pay this death benefit if all of the conditions of this rider are met and none of the exclusions listed below apply. Any amount due under this rider will be added to the death benefit provided by the Policy and will be paid to the Beneficiary.

 

Benefit Amount: The benefit amount for this rider is the Benefit Amount shown on the Policy Schedule.

 

Proof of Accidental Death: To pay any benefit under this rider, we require that due proof of the accidental death be given to us at our Home Office. This proof must show that the Insured’s death occurred:

 

a)              As a direct result of accidental bodily injury independently of all other causes; and

 

b)              Within 180 days after the injury was received; and

 

c)               While the Policy and this rider were in force.

 

Unless prohibited by law, we have the right to examine the body and have an autopsy done at our expense at any time.

 

ICC17-L640

 

1

 

GENERAL PROVISIONS

 

Effective Date of Coverage: If this rider is attached when the Policy is issued, the effective date of coverage under this rider is the Policy Effective Date. If this rider is issued after the Policy was issued or any increase in coverage occurred, the effective date will be the date we approve the supplemental application. For any insurance that has been reinstated, the effective date will be the date we approved the reinstatement.

 

Exclusions: We will not pay an accidental death benefit if the Insured’s death results directly or indirectly from any of these exclusions:

 

a)              Any attempt at suicide or intentionally self-inflicted injury, while sane or insane.

 

b)              War or any Act of War while the Insured is serving in the military forces or within six (6) months after the termination of service in such forces, whichever is earlier. This exclusion does not apply if in the application the Insured represents that he/she is a member of the military, military reserves or the National Guard, whether active or inactive.

 

c)               War or any Act of War while the Insured is serving in any civilian non-combat unit serving with such forces or within six months after termination of service with such unit, whichever is earlier.

 

d)              Active participation in a riot, insurrection or terrorist activity.

 

e)               Committing or attempting to commit a felony.

 

f)                The voluntary intake or use by any means of any drug, unless prescribed or administered by a physician and taken in accordance with the physician’s instructions. Any contribution to the Accidental Death under this exclusion must be material to the Accidental Death.

 

g)               The voluntary intake or use by any means of a poison, gas or fumes, unless a direct result of an occupational accident. Any contribution to the Accidental Death under this exclusion must be material to the Accidental Death.

 

h)              Intoxication as defined by the jurisdiction where the Accidental Death occurred.

 

i)                  Participation in an illegal occupation or activity. Any contribution to the Accidental Death under this exclusion must be material to the Accidental Death.

 

Changes in Coverage: The Benefit Amount may be increased or decreased by written notice.

 

Benefit Amount Decreases become effective as of the Monthly Anniversary on or following the date we approve the request.

 

To increase the Benefit Amount, you must submit a completed application and proof of insurability. The Effective Date of the face amount increase is subject to deduction of the first month’s Cost of Insurance related to the increase from the existing Policy Value.

 

Cost of Insurance: The monthly cost of insurance for this rider is the applicable cost of insurance rate multiplied by the current Benefit Amount.

 

The following table shows the cost of insurance rates applicable by Attained Age.

 

Cost of Insurance Rate Table

Rate per $1,000 of Accidental Death Benefit Amount

 

Attained Age

 

Rate

 

Attained Age

 

Rate

 

15-49

 

.08

 

57

 

.11

 

50

 

.08

 

58

 

.12

 

51

 

.09

 

59

 

.12

 

52

 

.09

 

60

 

.12

 

53

 

.10

 

61

 

.13

 

54

 

.10

 

62

 

.13

 

55

 

.10

 

63

 

.14

 

56

 

.11

 

64

 

.14

 

 

2

 

Reinstatement: If the Policy to which this rider is attached terminates, this rider may be reinstated in accordance with the Reinstatement provision of the Policy.

 

Termination: This rider will terminate:

 

a)              At Age 65;

 

b)              By written notice; or

 

c)               Upon termination of the Policy to which this rider is attached.

 

The premium paid for the Policy after the rider terminates will be reduced by the rider’s premium. If we are paid and accept a premium for the rider after it terminates, we will refund the rider premium but will have no other liability.

 

Termination of this rider does not prevent payment of any Rider Benefit if the Accidental Death occurred prior to termination.

 

Signed for the Company as of the Effective Date of Coverage.

 

/SIGNATURE/

 

/PRINTED NAME/

 

Secretary

 

 

3

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

4

Exhibit 99.4(e)

 

/LOGO/

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

1-800-866-9933

A Stock Company

State of Domicile - Tennessee

 

WAIVER OF SPECIFIED PREMIUM RIDER

 

This rider is issued as a part of the Policy to which it is attached in return for the application and the payment of the cost of insurance for this rider, shown as the Initial Monthly Charge on the Policy Schedule. This rider does not have any cash values or loan values. All Policy provisions not expressly modified by this rider remain in full force and effect.

 

DEFINITIONS

 

The following terms have the specific meanings associated with them each time they are used in this rider. Other terms may be defined elsewhere in this rider and they will have that meaning when used.

 

Act of War: Means any act specific to military, naval or air operations in time of war.

 

Home Area: Means the 50 states of the United States and its territories, the District of Columbia and Canada.

 

Occupation: Means any work, employment, business or profession which the Insured is or becomes reasonably qualified to perform based on education, training or experience.

 

Regular Occupation: Means the Insured’s usual work, employment, business or profession at the time Total Disability begins. If the Total Disability begins while the Insured is retired or unemployed, Regular Occupation means the last usual work, employment, business or profession at which the Insured was continuously engaged before the Total Disability started. If the Insured’s Regular Occupation is attending school, the disability will be considered to be total when the Insured is unable to attend regularly scheduled classes.

 

Total Disability (Totally Disabled): Total Disability is the incapacity of the Insured caused by sickness or injury and begins while this rider is in force. The Total Disability must be certified by a physician. During the first 24 months of Total Disability, the incapacity prevents the Insured from continuously engaging in their Regular Occupation. After the first 24 months of Total Disability, the incapacity prevents the Insured from continuously engaging in any Occupation.

 

Specified Premium: Amount of Premium that will be credited to the Policy on the Monthly Anniversary while the Insured is Totally Disabled. The Specified Premium is shown on the Policy Schedule.

 

War: Includes but is not limited to, declared war, and armed aggression by one or more countries resisted on orders of any other country, combination of countries or international organization.

 

ICC19-L650

 

1

 

BENEFIT

 

Waiver Benefit: During the life of the insured and while this rider is in force, if the Insured has been Totally Disabled for 6 consecutive months and all conditions of this rider are met, we will credit the Specified Premium to the Policy each month.

 

Specified Premium will be credited for each Monthly Anniversary after the Insured becomes Totally Disabled, but no Specified Premium will be credited for any Monthly Anniversary that occurred more than one year before we receive Proof of Claim in good order.

 

If the period of Total Disability begins during the Grace Period, the overdue premium must be paid, as per Policy provisions, before we approve the claim for the Waiver Benefit. Any Specified Premium that has been credited will not reduce the Policy proceeds.

 

The Specified Premium may or may not be sufficient to cover the full amount of Monthly Deductions under the terms of your policy. Additional premium payments may be required to keep the policy in force.

 

Presumption of Total Disability: Provided the condition did not exist on the Effective Date of Coverage, we will consider the Insured to be Totally Disabled, even if the Insured is able to perform their Regular Occupation or other Occupation, if one of the following permanent conditions apply:

 

(1)          The total loss of the sight of both eyes;

 

(2)          The total loss of use of both hands;

 

(3)          The total loss of use of both feet; or

 

(4)          The total loss of use of one hand and one foot.

 

Recurrent Disability: A period of Total Disability due to the same or related cause as the prior period of Total Disability may be a continuation of the prior period. We will consider the Total Disability to be a continuation of the prior period if the prior period extended for at least six (6) months and the second period of Total Disability begins less than 30 days after recovery.

 

End of Waiver Benefit: The waiver benefit will end when any of the following occurs:

 

(1)          The Insured is no longer Totally Disabled; or

 

(2)          Proof of continued Total Disability is not given to us as required; or

 

(3)          The Insured refuses or fails to have an examination we ask for; or

 

(4)          The date on which the Insured attains Age 65.

 

CLAIMS

 

Notice of Claim: Notice of claim must be made to us by written notice that the Insured is Totally Disabled and that a claim may be made under this rider. Notice may be given by or for the Owner and must identify the Insured. No benefit will be allowed unless the notice is given to us while the Insured is alive and during the continuance of Total Disability. No Specified Premium will be credited for any Monthly Anniversary that occurred more than one year before we were given the notice. However, if it was not reasonably possible to give us notice during this time frame, the delay will not reduce the benefit if notice is given as soon as reasonably possible.

 

Proof of Claim: Proof of Claim must be given to us prior to the waiver benefit being allowed. Proof may be given by or for the owner. Proof of Claim means written proof in good order that:

 

(1)          The Insured is Totally Disabled;

 

(2)          Total Disability began while this rider was in force;

 

(3)          Total Disability began before Age 65; and

 

(4)          Total Disability has continued for 6 consecutive months.

 

2

 

We will provide the form used for the Proof of Claim within 15 days of the receipt of the notice of claim. We have the right to require that the Insured be examined by a physician of our choice, and at our expense, as a part of the Proof of Claim.

 

We must receive Proof of Claim while the Insured is alive and during the continuance of Total Disability. It must be received within one year after the termination of this rider. If it was not reasonably possible to provide the Proof of Claim within this time, the delay will not reduce the benefit if proof is given as soon as it is reasonably possible.

 

Proof of Continued Disability: During the first two years after Proof of Claim is received, we may require proof of continued Total Disability in good order not more frequently than once every 30 days. After two years, we may require proof of continued Total Disability no more than once per year. As part of this proof, we have the right to ask for an examination of the Insured by a physician of our choice and at our expense. If you fail to provide proof of continued disability, the Waiver Benefit will end.

 

GENERAL PROVISIONS

 

Rider Cost: The monthly cost of this rider is shown on the Policy Schedule.

 

Effective Date of Coverage: If this rider is attached when the Policy is issued, the effective date of coverage under this rider is the Policy Effective Date. If this rider is issued after the Policy was issued or any increase in coverage occurred, the effective date will be the date we approve the supplemental application. For any insurance that has been reinstated, the effective date will be the date we approved the reinstatement.

 

Exclusions: This rider does not cover Total Disability of the Insured caused or contributed to by:

 

(1)          Any attempt at suicide or intentionally self inflicted injury, while sane or insane.

 

(2)          War or any Act of War while the Insured is serving in the military forces or within six (6) months after the termination of service in such forces, whichever is earlier. This exclusion does not apply if in the application the Insured represents that he/she is a member of the military, military reserves or the National Guard, whether active or inactive.

 

(3)          War or any Act of War while the Insured is serving in any civilian non-combat unit serving with such forces or within six months after termination of service with such unit, whichever is earlier.

 

(4)          Active participation in a riot, insurrection or terrorist activity.

 

(5)          Committing or attempting to commit a felony.

 

(6)          The voluntary intake or use by any means of any drug, unless prescribed or administered by a physician and taken in accordance with the physician’s instructions. Any contribution to the Total Disability under this exclusion must be material to the Total Disability.

 

(7)          The voluntary intake or use by any means of a poison, gas or fumes, unless a direct result of an occupational accident. Any contribution to the Total Disability under this exclusion must be material to the Total Disability.

 

(8)          Intoxication as defined by the jurisdiction where the Total Disability occurred.

 

(9)          Participation in an illegal occupation or activity. Any contribution to the Total Disability under this exclusion must be material to the Total Disability.

 

Changes in Coverage: While this rider is in force and after the first Policy Anniversary, you may make a written request to increase or decrease the Specified Premium. An increase is subject to a completed application and proof of insurability. Changes in coverage will become effective as of the Monthly Anniversary on or following the date we approve the request. A supplemental Policy Schedule or other acknowledgment that documents the change in coverage will be provided. Changes in Coverage may not be made during the Waiver Benefit period.

 

3

 

Termination: This rider will terminate:

 

(1)          At Age 65;

 

(2)          By written notice; or

 

(3)          Upon termination of the Policy to which this rider is attached.

 

Signed for the Company as of the Effective Date of Coverage.

 

PROTECTIVE LIFE INSURANCE COMPANY

 

 

 

/SIGNATURE/

 

/PRINTED NAME/

 

Secretary

 

 

4

 

SUPPLEMENTAL POLICY SCHEDULE

 

POLICY NUMBER: SPECIMEN

 

WAIVER OF SPECIFIED PREMIUM RIDER COST OF INSURANCE RATE TABLE

Monthly Rate per $1.00 of Specified Premium Amount

 

POLICY YEAR

 

AGE

 

MONTHLY RATE

 

[1]

 

[35]

 

[0.0368]

 

[2]

 

[36]

 

[0.0368]

 

[3]

 

[37]

 

[0.0368]

 

[4]

 

[38]

 

[0.0368]

 

[5]

 

[39]

 

[0.0368]

 

[6]

 

[40]

 

[0.0368]

 

[7]

 

[41]

 

[0.0368]

 

[8]

 

[42]

 

[0.0368]

 

[9]

 

[43]

 

[0.0368]

 

[10]

 

[44]

 

[0.0368]

 

[11]

 

[45]

 

[0.0368]

 

[12]

 

[46]

 

[0.0368]

 

[13]

 

[47]

 

[0.0368]

 

[14]

 

[48]

 

[0.0368]

 

[15]

 

[49]

 

[0.0368]

 

[16]

 

[50]

 

[0.0368]

 

[17]

 

[51]

 

[0.0368]

 

[18]

 

[52]

 

[0.0368]

 

[19]

 

[53]

 

[0.0368]

 

[20]

 

[54]

 

[0.0368]

 

[21]

 

[55]

 

[0.0368]

 

[22]

 

[56]

 

[0.0368]

 

[23]

 

[57]

 

[0.0368]

 

[24]

 

[58]

 

[0.0368]

 

[25]

 

[59]

 

[0.0368]

 

[26]

 

[60]

 

[0.0368]

 

[27]

 

[61]

 

[0.0368]

 

[28]

 

[62]

 

[0.0368]

 

[29]

 

[63]

 

[0.0368]

 

[30]

 

[64]

 

[0.0368]

 

 

ICC19-L650-SP

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

Exhibit 99.4(f)

 

/LOGO/

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

1-800-866-9933

A Stock Company

State of Domicile - Tennessee

 

CHRONIC ILLNESS ACCELERATED DEATH BENEFIT RIDER

 

We have issued this rider as part of the policy to which it is attached to provide for an accelerated death benefit payment to the Owner or the Owner’s estate, during the life of the Insured and while this rider is in force. It is issued in consideration of the application and payment of the rider charges. Unless otherwise stated all policy provisions not expressly modified by this rider remain in full force and effect. Where the policy and this rider conflict the terms of this rider will be applied.

 

NOTICE: This rider is intended to provide an accelerated death benefit which will qualify for tax treatment under Section 101 (g)(1)(B) of the Code except as provided in Section 101 (g)(5) of the Code. Accelerated benefit payments due to chronic illness are subject to limits imposed by the federal government and any amounts received in excess of these limits are includible in gross income. This rider is not intended to be a Qualified Long Term Care Insurance contract under section 7702B of the Code nor is it intended to be a Non-Qualified Long Term Care contract. Accelerated benefits under this rider may be taxable as income. There may be tax consequences of accepting an amount above the amount that would be tax qualified under the Code. As with all tax matters, the Owner should consult a personal legal or tax advisor to assess the impact of any benefit received under this rider.

 

Any benefit received under this rider may impact the recipient’s eligibility for Medicaid or other government benefits. Benefits under this rider do not pay or reimburse for expenses including those set forth in 101(g)(3)(A)(ii)(l) of the Code.

 

Any benefit paid under this rider will impact the policy. Face amount, Policy Values and loan values will be reduced if an accelerated death benefit is paid.The impact on the policy is discussed in the Impact on the Policy section of this rider .

 

YOU HAVE THE RIGHT TO CANCEL THIS RIDER . If you decide not to keep this rider, return it to us or to the agent who sold it to you within thirty (30) days after it is first delivered to you. We will cancel the rider and promptly refund any premium associated with the rider, so it will be as if the rider had never been issued.

 

ICC16-L638

 

1

 

TABLE OF CONTENTS

 

DEFINITIONS

3

BENEFITS

5

CLAIMS

6

RIDER COST

6

IMPACT ON POLICY

7

GENERAL PROVISIONS

7

 

2

 

DEFINITIONS

 

Activities of Daily Living : Six basic human functions necessary for a person to live independently are:

 

1.               Eating - The ability to feed oneself by getting food into the body from a receptacle (such as a plate, cup or table) or by a feeding tube intravenously.

 

2.               Toileting - The ability to get to and from the toilet, getting on and off the toilet and performing associated personal hygiene.

 

3.               Transferring - The ability to move into or out of a bed, chair or wheelchair.

 

4.               Bathing - The ability to wash oneself by sponge bath; or in either a tub or shower, including the task of getting into or out of the tub or shower.

 

5.               Dressing - The ability to put on and take off all items of clothing and any necessary braces, fasteners or artificial limbs.

 

6.               Continence - The ability to maintain control of bowel and bladder function; or, when unable to maintain control of bowel or bladder function, the ability to perform associated personal hygiene (including caring for a catheter or colostomy bag).

 

Benefit Period : The initial Benefit Period is the 12 month period commencing with the first Monthly Anniversary after we approve a request for accelerated benefits and all of the conditions in Eligibility for Benefits have been met. Each subsequent Benefit Period is the 12 month period which begins on the first Monthly Anniversary following: (i) the end of the most recent Benefit Period, (ii) receipt of Written Certification that relates to that Benefit Period and (iii) when all of the other conditions in Eligibility for Benefits have been met.

 

Chronically III: Means that the Insured has been certified, within the preceding 12 months, by a Licensed Health Care Practitioner as:

 

1.               Being unable to perform, without Substantial Assistance from another individual, at least two Activities of Daily Living for a period at least equal to the Elimination Period due to a loss of functional capacity; or,

 

2.               Requiring Substantial Supervision to protect the Insured from threats to health and safety due to Severe Cognitive Impairment.

 

Code: Means the Internal Revenue Code of 1986, as amended or its successor.

 

Elimination Period: Means a period of consecutive days, as shown in the policy schedule, which must pass before the Insured becomes eligible for benefits. The period begins from Written Certification that the Insured is Chronically III. For Benefit Periods after the first:

 

1.               If less than 30 days have passed from the end of the prior Benefit Period, we will consider the Chronic Illness to be a continuation from the prior Benefit Period and no new Elimination Period will have to be satisfied.

 

2.               If 30 days or more have passed from the end of the prior Benefit Period, a new Elimination Period will have to be satisfied.

 

Family Member: Means the Owner or Insured’s spouse and anyone who is related to the Owner or Insured or the Owner’s or Insured’s spouse by the following degree by blood, marriage, divorce, adoption or operation of law: parents, in-laws, grandparents, siblings, children, grandchildren, aunts, uncles, nephews and nieces.

 

Hands-on Assistance: Means the physical assistance of another person without which the Insured would not be able to perform the Activities of Daily Living.

 

Insured: Means the person whose life the policy insures. If Joint Insureds are the persons whose lives the policy insures, Insured means the last surviving Insured.

 

3

 

Licensed Health Care Practitioner: Means any physician (as defined in section 1861(r)(1) of the Social Security Act) and any registered professional nurse, licensed social worker, or other individual who meets such requirements as may be prescribed by the Secretary of the Treasury. It does not include the Owner, Insured or a Family Member.

 

Severe Cognitive Impairment: Means a loss or deterioration in the Insured’s intellectual capacity that is (i) comparable to (and includes) Alzheimer’s disease and similar forms of irreversible dementia, and (ii) measured by clinical evidence and standardized tests that reliably measure impairment in the following areas:

 

1.               The Insured’s short or long term memory;

 

2.               The Insured’s orientation as to person (such as who they are), place (such as their location) or time (such as day, date, and year); and

 

3.               The Insured’s deductive or abstract reasoning.

 

Standby Assistance: Means the presence of another person within arm’s reach of the Insured that is necessary, by physical intervention, to prevent injury to the Insured while the Insured is performing the Activities of Daily Living.

 

Substantial Assistance: Means Hands-On Assistance and Standby Assistance.

 

Substantial Supervision: Means continual supervision (which may include cuing by verbal prompting, gestures, or other demonstrations) by another person that is necessary to protect the Insured from threats to his or her health or safety due to Severe Cognitive Impairment.

 

Written Certification: Means written documentation from a Licensed Health Care Practitioner certifying that the Insured is Chronically III and will remain so throughout the next 12 months following for which a claim is made. The initial Written Certification shall be provided at the Owner’s or Insured’s expense. Written Certification, after the first shall be at our expense and will not count against the Lifetime Maximum Benefit.

 

4

 

BENEFITS

 

Accelerated Death Benefit: While this rider is in force, you may make a claim for an Accelerated Death Benefit (the “Benefit”). The Benefit is subject to the restrictions contained in this rider and all conditions for eligibility must be met.

 

Eligibility for Benefits: You will become eligible, each Benefit Period, for the Benefit payments during the life of the Insured when each of the following conditions are met:

 

1.               We receive Your written request for the Benefit;

 

2.               We receive Written Certification;

 

3.               The Policy and this Rider are in force;

 

4.               We receive written consent from any irrevocable beneficiaries or assignee of record named in the policy;

 

5.               The Elimination Period has expired; and

 

6.               The benefit payment is made in respect to a month when the insured is Chronically III.

 

We reserve the right to independently assess the Insured’s Chronic Illness and benefit eligibility. As part of this assessment we have the right to require that the Insured be examined by a Licensed Health Care Practitioner chosen by us. We will pay for this examination. In the event of conflicting opinions, Eligibility for Benefits will be determined by a third medical opinion provided by a Licensed Health Care Practitioner who is mutually agreed upon by the Insured and the Company. The Insured must be certified as Chronically III for the entire period for which benefits are being paid.

 

Lifetime Maximum Benefit: The Lifetime Maximum Benefit under this rider is equal to the lesser of (i) a percentage of the death benefit (excluding riders/endorsements) at the time all of the conditions in Eligibility for Benefits are first satisfied or (ii) the Lifetime Dollar Limitation. The lesser of (i) or (ii) will be reduced by any outstanding lien against the policy resulting from any other accelerated death benefit endorsement or rider attached to the policy. The Lifetime Maximum Benefit Percentage and the Lifetime Dollar Limitation are shown in the policy schedule.

 

Maximum Monthly Benefit: The Maximum Monthly Benefit, shown in the policy schedule, is the maximum amount that may be accelerated in any single month. The Maximum Monthly Benefit may not exceed the monthly equivalent of the per diem limitations declared by the Internal Revenue Service.

 

Monthly Benefit: The Monthly Benefit is the amount paid each month beginning on the first day of the Benefit Period. If the Insured is certified as Chronically III for only a portion of a month, the Monthly Benefit will be adjusted to equal the daily equivalent of the Monthly Benefit multiplied by the number of days during the month that the Insured is certified as Chronically III. Each Benefit Period you may, by written instruction, select the Monthly Benefit amount of at least $250.00 and not exceeding the Maximum Monthly Benefit. If you do not select a Monthly Benefit amount the Monthly Benefit will be the Maximum Monthly Benefit. The Monthly Benefit is not cumulative. The entire Maximum Monthly Benefit may be taken, but if not, the remaining portion does not carry forward.

 

5

 

Changes to the Monthly Benefit: You may change the Monthly Benefit amount, by written notice, at the beginning of each Benefit Period. Your written request to change the Monthly Benefit amount must be provided at least 90 days in advance of the next Benefit Period. Any change in the Monthly Benefit cannot exceed the Maximum Monthly Benefit. We will adjust the final Monthly Benefit payment so as not to exceed the Lifetime Maximum Benefit.

 

Lump Sum Option: You may choose to receive the accelerated benefit as a lump sum. The lump sum will equal the sum of the present value of the Monthly Benefit (before any adjustment for loans) payable for each month of the Benefit Period. The maximum interest rate used in calculating the present value will not exceed the greater of:

 

1.               The current yield on 90 day Treasury Bills; or,

 

2.               The current maximum statutory adjustable policy loan interest rate.

 

CLAIMS

 

We must receive your written request for accelerated death benefits at our Administrative Office within 90 days of Written Certification. The request should include at least the Insured’s name, the Policy number and the address to which claim forms should be sent. The Benefit becomes payable immediately upon receipt of due written proof of eligibility.

 

We have forms used for making a claim and for providing Written Certification. These forms will be sent to you within 15 days of the date we receive your written request for such forms. If the claim forms are not sent within this 15 day period, and you provide Written Certification in a format other than our claim forms, you will be deemed to have complied with the claim requirement.

 

RIDER COST

 

Rider Cost: The monthly charge for this rider will not exceed the Maximum Monthly Charge shown in the policy schedule. The monthly charge for this rider will be added to the Monthly Deduction, unless waived under the Waiver of Costs provision.

 

Rider Net Amount at Risk: The Rider Net Amount at Risk on the Policy Effective Date is equal to:

 

1.               The Lifetime Maximum Benefit on the Policy Effective Date; divided by

 

2.               The Death Benefit on the Policy Effective Date; multiplied by,

 

3.               The Net Amount at Risk on the Policy Effective date for the Policy to which this rider is attached.

 

On each subsequent monthly anniversary the Rider Net Amount at Risk is equal to:

 

1.               The remaining Lifetime Maximum Benefit on the monthly anniversary date; divided by

 

2.               The Death Benefit on the monthly anniversary date; multiplied by

 

3.               The Net Amount at Risk on the monthly anniversary date for the Policy to which this rider is attached.

 

Effect on Monthly Deduction: During a Benefit Period, we will waive the monthly deductions required to maintain the policy. If the Insured is certified as Chronically III for three consecutive Benefit Periods, the monthly deductions will be waived for as long as the Policy is in force.

 

6

 

IMPACT ON POLICY

 

Proportional Reductions : Each Monthly Benefit payment will reduce certain current values by a proportional amount. This proportion will equal the Monthly Benefit payment, before reduction for repayment of Policy Debt, divided by the death benefit immediately before the payment. The current values that will be reduced by this provision are:

 

1.               Policy Value;

 

2.               Face amount;

 

3.               Surrender Charges, if any;

 

4.               Values and premiums required to maintain lapse protection, if any;

 

5.               Cumulative premiums paid to date; and

 

6.               Policy Debt, if any.

 

An amount equal to Policy Debt reduction will be applied to repay Policy Debt, and thus will reduce the net amount of proceeds distributable as an accelerated death benefit.

 

Future charges for the policy will be reduced to the rates that would apply had the policy been issued at the reduced face amount.

 

Restriction of Death Benefit Option: Upon satisfying all of the conditions in Eligibility for Benefits, the following restriction will apply: If a Death Benefit Option other than Option A (Level Death Benefit) is in effect, the Death Benefit Option will be changed to Option A (Level Death Benefit) prior to the first Benefit Payment. No further Death Benefit Option changes are permitted during any Benefit Period.

 

GENERAL PROVISIONS

 

Report to Owner: Upon the initial election, and upon payment of the benefit, we will provide you, and any irrevocable beneficiary, with a statement which outlines the effect of the accelerated death benefit payments on the values as described in the Impact on Policy section of this rider.

 

Exclusions: This rider does not cover Chronic Illness caused by attempted suicide or an intentionally self-inflicted injury, while sane or insane.

 

Termination: This rider will terminate on the earliest of:

 

1.               Your written notice to terminate this rider;

 

2.               Termination of the policy to which this rider is attached;

 

3.               Failure to pay sufficient premium to maintain the rider;

 

4.               The death of the Insured;

 

5.               You submit, after all of the conditions in Eligibility for Benefits are first satisfied, a valid claim for any benefits provided by an accelerated death benefit for terminal illness endorsement or rider attached to the policy;

 

6.               The date that the Lifetime Maximum Benefit is exhausted;

 

7.               The date that a Partial Surrender or a Policy Loan is taken from the policy during a Benefit Period.

 

Termination of this rider shall not prejudice the payment of benefits under this rider for any vaild claim that occurred while this rider was in force. If this rider terminates for reason other than the death of the Insured, any unpaid Monthly Benefits for the current Benefit Period will be commuted to present value and paid in a lump sum prior to rider termination. If the Insured dies, after the Owner has elected to receive the benefit but before the Benefits have been paid, the election will be cancelled and the unaccelerated death benefit will be paid as per the Death Benefit provision of the policy.

 

7

 

Contestability: This rider is contestable on the same terms as the policy to which it is attached.

 

Reinstatement: If the policy to which this rider is attached terminates and is subsequently reinstated this rider may also be reinstated subject to the terms and conditions for reinstatement in the policy.

 

Signed for the Company and made part of the policy as of the Effective Date.

 

PROTECTIVE LIFE INSURANCE COMPANY

 

 

 

/SIGNATURE/

 

/PRINTED NAME/

 

Secretary

 

 

8

 

POLICY SCHEDULE – RATES, CHARGES, AND TABLES (CONTINUED)

 

SCHEDULE OF ADDITIONAL BENEFITS

CHRONIC ILLNESS ACCELERATED DEATH BENEFIT RIDER

 

Elimination Period: 90 days

 

Lifetime Maximum Benefit Percentage: [100]%

 

Lifetime Dollar Limitation: $[5,000,000]

 

Maximum Monthly Benefit: The lesser of $[5,000.00] or [5]% of the Face Amount as of the date all conditions in Eligibility for Benefits are first met.

 

MAXIMUM MONTHLY CHARGE PER $1000 OF RIDER NET AMOUNT AT RISK

 

POLICY

 

 

 

POLICY

 

 

 

POLICY

 

 

 

POLICY

 

 

YEAR

 

CHARGE

 

YEAR

 

CHARGE

 

YEAR

 

CHARGE

 

YEAR

 

CHARGE

[1

 

0.003

 

26

 

0.052

 

51

 

1.032

 

76

 

3.329

2

 

0.005

 

27

 

0.055

 

52

 

1.157

 

77

 

3.335

3

 

0.006

 

28

 

0.060

 

53

 

1.315

 

78

 

3.338

4

 

0.007

 

29

 

0.066

 

54

 

1.478

 

79

 

3.338

5

 

0.008

 

30

 

0.074

 

55

 

1.644

 

80

 

3.338

6

 

0.009

 

31

 

0.080

 

56

 

1.748

 

81

 

3.338

7

 

0.010

 

32

 

0.090

 

57

 

1.854

 

82

 

3.338

8

 

0.012

 

33

 

0.101

 

58

 

2.065

 

83

 

3.338

9

 

0.013

 

34

 

0.112

 

59

 

2.233

 

84

 

3.338

10

 

0.015

 

35

 

0.124

 

60

 

2.354

 

85

 

3.338

11

 

0.016

 

36

 

0.137

 

61

 

2.377

 

86

 

3.338

12

 

0.017

 

37

 

0.151

 

62

 

2.400

 

87+

 

0.000]

13

 

0.019

 

38

 

0.167

 

63

 

2.528

 

 

 

 

14

 

0.020

 

39

 

0.191

 

64

 

2.635

 

 

 

 

15

 

0.022

 

40

 

0.224

 

65

 

2.718

 

 

 

 

16

 

0.024

 

41

 

0.263

 

66

 

2.799

 

 

 

 

17

 

0.026

 

42

 

0.308

 

67

 

2.881

 

 

 

 

18

 

0.028

 

43

 

0.360

 

68

 

2.966

 

 

 

 

19

 

0.030

 

44

 

0.416

 

69

 

3.033

 

 

 

 

20

 

0.033

 

45

 

0.475

 

70

 

3.079

 

 

 

 

21

 

0.035

 

46

 

0.543

 

71

 

3.126

 

 

 

 

22

 

0.038

 

47

 

0.621

 

72

 

3.169

 

 

 

 

23

 

0.041

 

48

 

0.710

 

73

 

3.211

 

 

 

 

24

 

0.045

 

49

 

0.810

 

74

 

3.252

 

 

 

 

25

 

0.049

 

50

 

0.922

 

75

 

3.291

 

 

 

 

 

ICC16-L638-SP

 

Exhibit 99.4(g)

 

/LOGO/

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

1-800-866-9933

A Stock Company

State of Domicile - Tennessee

 

PRE-DETERMINED DEATH BENEFIT PAYOUT ENDORSEMENT

 

We are amending the Policy to which this endorsement is attached to fix the terms of payment for the Policy’s Death Benefit to conform to the instructions you provided us when you purchased the Policy. There is no charge for this endorsement. The Policy is revised as described in this endorsement. Policy provisions not expressly modified by this endorsement remain in full force and effect.

 

The provisions that follow are added to the Policy as a new Section titled “Pre-Determined Death Benefit Payout”.

 

Payment of the Pre-Determined Death Benefit Proceeds: The amount, frequency and duration for payment of the Death Benefit Proceeds are described in the Death Benefit Payment Schedule shown in the Supplemental Policy Schedule. We will make the initial payment as soon as administratively possible after we receive a claim that includes a properly completed claim form and due proof the Insured died while this Policy was in force. A Beneficiary may apply Death Benefit Proceeds, which are payable as either an initial or single lump sum, to a settlement option.

 

If the Death Benefit is adjusted according to the Policy provisions prior to paying the Proceeds to the Beneficiary, the amounts shown in the Death Benefit Payment Schedule will be adjusted pro-rata. Death Benefits payable from any rider attached to this policy will be added to the initial payment of Proceeds.

 

Death of the Beneficiary: If a Beneficiary dies before their share of the Death Benefit Proceeds are paid in full, we will continue the Installment Payments to their successor Beneficiary, as contained in our records. A successor Beneficiary is the person designated by the Beneficiary to receive the remaining death benefit proceeds, if any, upon the Beneficiary’s death. If no successor Beneficiary is named, or if no successor Beneficiary is living at the time of that Beneficiary’s death, we will pay the entire commuted value to the estate of the deceased Beneficiary.

 

Changing the Death Benefit Payment Schedule: While this Policy is in force during the life of the Insured, you may change the Death Benefit Payment Schedule or elect payment of the death benefit in a single lump sum with no installment payments. You may not make a change to the Death Benefit Payment Schedule that lengthens the overall duration of payments. A Beneficiary cannot change the Death Benefit Payment Schedule or elect a single lump sum after the death of the Insured. We must receive written consent from any irrevocable beneficiary or assignee of record.

 

Signed for the Company as of the Effective Date.

 

PROTECTIVE LIFE INSURANCE COMPANY

 

 

 

/SIGNATURE/

 

/PRINTED NAME/

 

Secretary

 

 

ICC18-L641

 

1

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

2

 

POLICY SCHEDULE – continued

 

SCHEDULE OF ADDITIONAL BENEFITS

PRE-DETERMINED DEATH BENEFIT PAYOUT ENDORSEMENT

 

DEATH BENEFIT PAYMENT SCHEDULE

 

THE DEATH BENEFIT PAYMENT SCHEDULE INDICATES HOW DEATH BENEFIT PROCEEDS WILL BE PAID.

 

INITIAL LUMP SUM BENEFIT:

 

[$100,000]

 

 

 

[ANNUAL][MONTHLY] BENEFIT INSTALLMENTS:

 

[$100,000] FOR [10] YEARS

 

 

 

TOTAL BENEFIT PAYMENT INCLUDING INSTALLMENTS:

 

[$1,100,000]

 

 

 

 

 

 

INITIAL FACE AMOUNT*:

 

[$1,017,714]

 

*THE INITIAL FACE AMOUNT IS THE AMOUNT USED TO DETERMINE THE POLICY DEATH BENEFIT, PREMIUMS, VALUES, CHARGES AND FEES. IT IS DETERMINED SO THAT ON THE POLICY EFFECTIVE DATE, THE INITIAL FACE AMOUNT IS THE INITIAL LUMP SUM BENEFIT PLUS THE PRESENT VALUE OF THE ANNUAL BENEFIT INSTALLMENTS.

 

ICC18-L641-SP

 

Exhibit 99.4(h)

 

/LOGO/

 

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

 

1-800-866-9933

A Stock Company

 

State of Domicile - Tennessee

 

OVERLOAN PROTECTION ENDORSEMENT

 

We have issued this endorsement as a part of the Policy to which it is attached to add an Overloan Protection Benefit provision to the Policy. All Policy provisions not expressly modified by this endorsement remain in full force and effect.

 

The new provision below, entitled “Overloan Protection Benefit”, is added to the “DEATH BENEFIT” section of the Policy. We will notify you when all of the conditions required to invoke the benefit have been met.

 

Overloan Protection Benefit: On receipt of your Written Notice electing this benefit and while this endorsement is in force, the Policy will not Lapse and the Death Benefit will be at least $10,000 as long as the following conditions are met:

 

a)              The Policy has been in force at least 20 Policy Years;

 

b)              The Insured’s Attained Age is at least 65;

 

c)               Withdrawals in an amount equal to the total premiums paid have been taken;

 

d)              The Policy Debt is at least 95% of the Cash Value;

 

e)               The Policy Debt exceeds the face amount;

 

f)                Accelerated benefits have not been received under any endorsement or rider attached to this Policy;

 

g)               Monthly Deductions or Premiums are not being credited or waived under any endorsement or rider attached to this Policy;

 

h)              Invoking this benefit does not result in a Death Benefit that is not compliant with our reasonable interpretation of the Code; and

 

i)                  the Policy is not a Modified Endowment Contract.

 

As of the date we receive your Written Notice electing the Overloan Protection Benefit and all of the above conditions are met, any riders attached to the Policy shall terminate, and no further Premium Payments, Partial Surrenders, Policy Loans, or face amount changes may be made; any Variable Account Value shall be transferred to the Fixed Account, and the Death Benefit Option in effect shall be deemed to mean the following:

 

The Death Benefit shall be the greater of:

 

(a)          The Face Amount of insurance on the Insured’s date of death;

 

(b)          a specified percentage of the greater of the Policy Debt or Policy Value on the date of the Insured’s death as indicated on the Table of Percentages shown in the Policy Schedule; or

 

(c)           The Policy Debt on the Insured’s date of death plus ten thousand dollars ($10,000).

 

ICC14-VE43

 

1

 

Benefit Charge: There is no charge or cost for this endorsement unless you invoke it. There is a one-time charge when you exercise the benefit. We will assess a charge not to exceed 5% of the Policy Value at the time all of the above conditions are met. If the Surrender Value is not sufficient to cover the charge for this endorsement, a loan repayment sufficient to cover the charge for this endorsement will be required.

 

No Accessible Value: This endorsement does not have loan or Cash Values.

 

Termination of Endorsement: This endorsement shall terminate if the Policy terminates.

 

Reinstatement: If the policy to which this endorsement is attached is reinstated, this endorsement will also reinstate.

 

Signed for the Company as of the Policy Effective Date.

 

PROTECTIVE LIFE INSURANCE COMPANY

 

/SIGNATURE/

/PRINTED NAME/

Secretary

 

2

Exhibit 99.4(i)

 

/LOGO/

 

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

 

1-800-866-9933

A Stock Company

 

State of Domicile - Tennessee

 

TERMINAL ILLNESS ACCELERATED DEATH BENEFIT ENDORSEMENT

 

Effective Date: [SPECIMEN] Policy Number: [SPECIMEN]

 

We have issued this endorsement as part of the policy to which it is attached (“the Policy”). Where the terms of this endorsement and those of the Policy conflict, the terms of this endorsement will apply.

 

NOTICE: This endorsement is intended to provide an accelerated death benefit which will qualify for favorable tax treatment under Section 101(g)(1)(A) of the Code, except as provided in Section 101(g)(5) of the Code. As with all tax matters, you should consult a personal tax advisor to assess the impact of any benefit received under this endorsement.

 

Any benefit received under this endorsement may impact the recipient’s eligibility for Medicaid or other government benefits.

 

Any benefit paid under this endorsement will impact the Policy. The impact on the Policy is discussed in the Impact on the Policy section of this endorsement.

 

This endorsement provides for a single accelerated death benefit payment to the Owner or the Owner’s Estate, during the life of the Insured and while this endorsement is in force. The Insured must be diagnosed as being a Terminally III Individual by a Physician. All of the terms and conditions of this endorsement must be met.

 

DEFINITIONS

 

The following terms have the specific meanings associated with them each time they are used in this endorsement. Other terms may be defined elsewhere in this endorsement and they will have that meaning when used.

 

Claims Office: The location at which the claim services for the policy to which this endorsement is attached are performed.

 

Code: The Internal Revenue Code of 1986 as amended, or its successor.

 

Company: Protective Life Insurance Company. Also may be referred to as “we”, “us”, or “our”.

 

Family Member: Means the Insured’s or Owner’s spouse and anyone who is related to the Insured, Owner, Insured’s spouse, or Owner’s spouse by the following degree of blood, marriage, adoption or operation of law: parents, grandparents, brothers, sisters, children, grandchildren, aunts, uncles, nephews, and nieces.

 

Insured: The person whose life the Policy insures. If Joint Insureds are the persons whose lives the Policy insures, Insured means the last surviving Insured.

 

ICC10-P-E1

 

1

 

Physician: Any physician as defined in Section 1861(r)(1) of the Social Security Act, as amended, or its successor, who is a duly licensed physician practicing within the scope of his or her license. It does not include the Insured, the Owner, a Family Member, or a person who lives with the Insured, Owner, or Family Member.

 

Policy Debt: Is the sum of all outstanding policy loans plus accrued policy loan interest.

 

Terminally III Individual: Means an individual who has been certified by a Physician as having a non-correctable illness or physical condition which can reasonably be expected to result in death in six (6) months or less after the date of certification.

 

BENEFIT

 

Accelerated Death Benefit: The Accelerated Death Benefit is the portion of the face amount of the Policy requested by the Owner for acceleration. The amount requested may not exceed the Maximum Accelerated Death benefit calculated as of the Accelerated Death Benefit payment date. It is paid in a single, lump sum dollar amount equal to:

 

(a)          The amount requested by the Owner for acceleration; minus

 

(b)          The administrative charge of not more than $300; minus

 

(c)           The Policy Debt, if any.

 

The amount deducted from the Accelerated Death Benefit under (c) above, if any, will be used to repay any Policy Debt on the Accelerated Death Benefit payment date.

 

Maximum Accelerated Death Benefit: The Maximum Accelerated Death Benefit is equal to:

 

(a)          The lesser of 60% of the current face amount of the Policy or $1,000,000; minus

 

(b)          Any outstanding lien amount against the Policy resulting from any other accelerated death benefit rider or endorsement attached to the Policy.

 

Eligibility for Benefits: The Accelerated Death Benefit becomes payable, during the life of the Insured, when each of the following conditions have been met:

 

(a)          The Insured is first diagnosed as being a Terminally III Individual by a Physician;

 

(b)          We receive written consent from any irrevocable beneficiary or assignee of record named in our records for the policy;

 

(c)           The Policy is not in force under the Grace Period, non-forfeiture option or paid-up endowment option;

 

(d)          An Accelerated Death Benefit payment has not been made under this endorsement;

 

(e)           We receive Notice of Claim; and

 

(f)            We receive Proof of Claim.

 

In determining eligibility under (a) and (f) above, we reserve the right to independently assess the Insured’s Terminal Illness. As part of this assessment, we have the right to require that the Insured be examined by a Physician of our choice. We will pay for this examination. In the event of conflicting opinions, the status of the Insured as a Terminally III Individual shall be determined by a third medical opinion provided by a Physician who is acceptable to both the Insured and the Company.

 

2

 

IMPACT ON THE POLICY

 

Lien: A lien will be established against the Policy in the amount of the Accelerated Death Benefit. Interest will be charged on the lien beginning on the Accelerated Death Benefit payment date. Interest on the lien will be compounded annually and will accrue daily at a rate computed as of the Accelerated Death Benefit payment date. The lien interest rate will not be greater than the greater of (1) the current yield on a 90-day Treasury Bill or (2) the policy loan interest rate stated in the Policy or 8% if a policy loan interest rate is not stated in the Policy. Interest accruing on the portion of the lien which is equal in amount to the Policy Value of the Policy, if applicable, on the Accelerated Death Benefit payment date shall be no more than the policy loan interest rate stated in the Policy.

 

Interest on the lien will be due on each Policy anniversary date. Interest as it accrues is considered part of the lien. Once the lien is established it will continue against the policy until the earlier of the Policy termination date or the date the lien is repaid. The effect of a lien will be as follows:

 

(a)          The lien amount will be subtracted from the death benefit or death benefit proceeds, as applicable, of the Policy.

 

(b)          If applicable under the Policy, access to the cash value for full surrender, partial surrender, withdrawal, partial withdrawal, automatic premium loan or non-forfeiture option will be limited to the cash value of the Policy minus any Policy Debt and minus the lien. The lien will be repaid, if the Policy is continued in force as paid-up life insurance under a non-forfeiture option.

 

(c)           Access to the cash value for policy loan or policy loan interest will be limited to the cash value of the Policy minus any Policy Debt and minus the lien. If this limit is negative, the Policy may terminate in accordance with the terms of the Policy.

 

Non-forfeiture Option: While a lien exists, extended term insurance, if applicable under the Policy, is not available as a non-forfeiture option.

 

Continuing Premium Requirement: Any premium payments due under the Policy will need to be paid by the Owner in accordance with the terms and conditions of the Policy.

 

Accidental Death Benefit: Any Accidental Death Benefit Rider attached to the Policy will be unaffected by the payment of an Accelerated Death Benefit, provided the Accidental Death Benefit Rider remains in force.

 

Waiver of Premium or Disability Benefit: If the Insured is a Terminally III Individual, the Owner will not qualify automatically for a waiver of premium or disability benefit provided by any Waiver of Premium or Disability Benefit Rider attached to the Policy. Qualification will be based on the terms of the Rider.

 

Acceleration Statement: Prior to or at the election to accelerate the death benefit, we will provide the Owner and any irrevocable beneficiary a statement demonstrating the effect of the Accelerated Death Benefit on the Policy’s death benefit, cash value, if any, Policy Debt and the premiums / cost of insurance as applicable.

 

3

 

CLAIMS

 

Notice of the Claim: We must receive written notice of claim at our Claims Office. Notice of claim means notice that the Insured is a Terminally III Individual and that a claim may be made under this endorsement. The notice should include at least the Insured’s name, the Policy number shown on the endorsement, and the address to which claim forms should be sent. Notice given by or for the Owner shall be notice of claim.

 

Proof of Claim: Proof of claim means written proof satisfactory to us supported by clinical, radiological or laboratory evidence that the Insured is a Terminally III Individual. Proof of claim must be given by or for the Owner and it must be received at our Claims Office. We have forms to be used in making a claim. These forms will be sent to the Owner or the Owner’s legal representative within 15 days of the date we receive notice of a claim.

 

Payment of Claim: After all of the terms and conditions of this endorsement are met, the Accelerated Death Benefit will be paid, during the lifetime of the Insured and while this endorsement is in force, as follows:

 

(a)          If the Owner is the Insured, we will pay the benefit to the Owner; or

 

(b)          If the Owner is not the Insured, we will pay the benefit to the Owner, if living, otherwise to the Owner’s estate.

 

The Owner may request in writing for the benefit to be paid other than as described in (a) or (b) above no later than the time the Owner files the Proof of Claim. To make a change, we must receive a written request satisfactory to us at our Claims Office. Any change is effective on the date the request was received at our Claims Office. We will not be liable for any payment we have made before such request has been received and acknowledged at our Claims Office. The election of the Accelerated Death Benefit will be cancelled and the death benefits paid as per the Policy provisions if we receive due proof of death of the Insured after the election has been made and prior to the payment of the Accelerated Death Benefit.

 

GENERAL PROVISIONS

 

Termination: If the death benefit proceeds of the Policy minus the lien against the Policy is equal to or less than zero, the Policy will terminate. This endorsement will terminate upon termination of the Policy to which it is attached.Termination will not prejudice the payment of an Accelerated Death Benefit that became payable while the endorsement was in force.

 

Contestability: This endorsement is contestable on the same conditions as the Policy to which it is attached.

 

Suicide: The suicide exclusion provision of the Policy applies to this endorsement.

 

Reinstatement: If the Policy terminates at the end of the grace period of the Policy, reinstatement of the policy shall be subject to:

 

(a)          The requirement that we receive payment of or reinstatement of a lien which existed at the end of the grace period of the Policy; and

 

(b)          The reinstatement requirements of the Policy.

 

Signed for the Company as of the Effective Date of this endorsement.

 

PROTECTIVE LIFE INSURANCE COMPANY

 

/SIGNATURE/

/PRINTED NAME/

Secretary

 

4

Exhibit 99.4(j)

 

/LOGO/

 

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

 

1-800-866-9933

A Stock Company

 

State of Domicile - Tennessee

 

LAPSE PROTECTION ENDORSEMENT

 

We have issued this endorsement as a part of the Policy to which it is attached to add Lapse Protection Provisions to the Policy. All Policy provisions not expressly modified by this endorsement remain in full force and effect.

 

Lapse Protection: We guarantee, to the extent outlined herein, that this Policy will not lapse during the Lapse Protection Period, which is shown on the Policy Schedule, if for each month that this Policy has been in force the total premiums paid less any Withdrawals and Policy Debt equals or exceeds the Minimum Monthly Guarantee Amount multiplied by the number of completed policy months, including the current month, since the Policy Effective Date (the “Accumulated Minimum Monthly Guarantee Amount”).

 

If on any Monthly Anniversary that the Lapse Protection is in effect and the Monthly Deduction would cause the Policy to lapse, we will waive the Monthly Deduction as required to maintain the Policy.

 

Any change in the benefits provided by this Policy or any attached riders, made subsequent to the Policy Effective Date and during the Lapse Protection Period, may result in a change to the Minimum Monthly Guarantee Amount. However, the changes will not extend the time period for the guarantee. The new Minimum Monthly Guarantee Amount and its effective date will be shown in a supplemental Policy Schedule.

 

If on any Monthly Anniversary Day, the total premiums paid less any Withdrawals and Policy Debt, does not equal or exceed the Accumulated Minimum Monthly Guarantee Amount, this provision will terminate. On a guaranteed basis, the Policy Value at the end of the Lapse Protection Period may be insufficient to keep the Policy in force unless additional payment is made.

 

Termination: This endorsement terminates at the earlier of the end of the Lapse Protection Period or the termination of the Policy to which it is attached.

 

Reinstatement: If the Policy to which this endorsement is attached lapses at the end of the Grace Period and is reinstated according to Policy Provisions, this endorsement will be reinstated.

 

Signed for the Company as of the Policy Effective Date.

 

PROTECTIVE LIFE INSURANCE COMPANY

 

/SIGNATURE/

/PRINTED NAME/

Secretary

 

ICC15-VE47

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

Exhibit 99.4(k)

 

/LOGO/

 

P. O. Box 2606; Birmingham, Alabama 35202

Protective Life Insurance Company

 

1-800-866-9933

A Stock Company

 

State of Domicile - Tennessee

 

CHRONIC ILLNESS ACCELERATED DEATH BENEFIT RIDER

 

We have issued this rider as part of the policy to which it is attached to provide for an accelerated death benefit payment to the Owner or the Owner’s estate, during the life of the Insured and while this rider is in force. It is issued in consideration of the application and payment of the rider charges. Unless otherwise stated all policy provisions not expressly modified by this rider remain in full force and effect. Where the policy and this rider conflict the terms of this rider will be applied.

 

NOTICE: This rider is intended to provide an accelerated death benefit which will qualify for tax treatment under Section 101 (g)(1)(B) of the Code except as provided in Section 101 (g)(5) of the Code. Accelerated benefit payments due to chronic illness are subject to limits imposed by the federal government and any amounts received in excess of these limits are includible in gross income. This rider is not intended to be a Qualified Long Term Care Insurance contract under section 7702B of the Code nor is it intended to be a Non-Qualified Long Term Care contract. Accelerated benefits under this rider may be taxable as income. There may be tax consequences of accepting an amount above the amount that would be tax qualified under the Code. As with all tax matters, the Owner should consult a personal legal or tax advisor to assess the impact of any benefit received under this rider.

 

Any benefit received under this rider may impact the recipient’s eligibility for Medicaid or other government benefits. Benefits under this rider do not pay or reimburse for expenses including those set forth in 101(g)(3)(A)(ii)(I) of the Code.

 

Any benefit paid under this rider will impact the policy. Face amount, Policy Values and loan values will be reduced if an accelerated death benefit is paid. The impact on the policy is discussed in the Impact on the Policy section of this rider.

 

YOU HAVE THE RIGHT TO CANCEL THIS RIDER . If you decide not to keep this rider, return it to us or to the agent who sold it to you within thirty (30) days after it is first delivered to you. We will cancel the rider and promptly refund any premium associated with the rider, so it will be as if the rider had never been issued.

 

ICC16-L638

 

1

 

TABLE OF CONTENTS

 

DEFINITIONS

3

 

 

BENEFITS

5

 

 

CLAIMS

6

 

 

RIDER COST

6

 

 

IMPACT ON POLICY

7

 

 

GENERAL PROVISIONS

7

 

2

 

DEFINITIONS

 

Activities of Daily Living: Six basic human functions necessary for a person to live independently are:

 

1.               Eating - The ability to feed oneself by getting food into the body from a receptacle (such as a plate, cup or table) or by a feeding tube intravenously.

2.               Toileting - The ability to get to and from the toilet, getting on and off the toilet and performing associated personal hygiene.

3.               Transferring - The ability to move into or out of a bed, chair or wheelchair.

4.               Bathing - The ability to wash oneself by sponge bath; or in either a tub or shower, including the task of getting into or out of the tub or shower.

5.               Dressing - The ability to put on and take off all items of clothing and any necessary braces, fasteners or artificial limbs.

6.               Continence - The ability to maintain control of bowel and bladder function; or, when unable to maintain control of bowel or bladder function, the ability to perform associated personal hygiene (including caring for a catheter or colostomy bag).

 

Benefit Period: The initial Benefit Period is the 12 month period commencing with the first Monthly Anniversary after we approve a request for accelerated benefits and all of the conditions in Eligibility for Benefits have been met. Each subsequent Benefit Period is the 12 month period which begins on the first Monthly Anniversary following: (i) the end of the most recent Benefit Period, (ii) receipt of Written Certification that relates to that Benefit Period and (iii) when all of the other conditions in Eligibility for Benefits have been met.

 

Chronically Ill: Means that the Insured has been certified, within the preceding 12 months, by a Licensed Health Care Practitioner as:

 

1.               Being unable to perform, without Substantial Assistance from another individual, at least two Activities of Daily Living for a period at least equal to the Elimination Period due to a loss of functional capacity; or,

 

2.               Requiring Substantial Supervision to protect the Insured from threats to health and safety due to Severe Cognitive Impairment.

 

Code: Means the Internal Revenue Code of 1986, as amended or its successor.

 

Elimination Period: Means a period of consecutive days, as shown in the policy schedule, which must pass before the Insured becomes eligible for benefits. The period begins from Written Certification that the Insured is Chronically Ill. For Benefit Periods after the first:

 

1.               If less than 30 days have passed from the end of the prior Benefit Period, we will consider the Chronic Illness to be a continuation from the prior Benefit Period and no new Elimination Period will have to be satisfied.

 

2.               If 30 days or more have passed from the end of the prior Benefit Period, a new Elimination Period will have to be satisfied.

 

Family Member: Means the Owner or Insured’s spouse and anyone who is related to the Owner or Insured or the Owner’s or Insured’s spouse by the following degree by blood, marriage, divorce, adoption or operation of law: parents, in-laws, grandparents, siblings, children, grandchildren, aunts, uncles, nephews and nieces.

 

Hands-on Assistance: Means the physical assistance of another person without which the Insured would not be able to perform the Activities of Daily Living.

 

Insured: Means the person whose life the policy insures. If Joint Insureds are the persons whose lives the policy insures, Insured means the last surviving Insured.

 

3

 

Licensed Health Care Practitioner: Means any physician (as defined in section 1861(r)(1) of the Social Security Act) and any registered professional nurse, licensed social worker, or other individual who meets such requirements as may be prescribed by the Secretary of the Treasury. It does not include the Owner, Insured or a Family Member.

 

Severe Cognitive Impairment: Means a loss or deterioration in the Insured’s intellectual capacity that is (i) comparable to (and includes) Alzheimer’s disease and similar forms of irreversible dementia, and (ii) measured by clinical evidence and standardized tests that reliably measure impairment in the following areas:

 

1.               The Insured’s short or long term memory;

2.               The Insured’s orientation as to person (such as who they are), place (such as their location) or time (such as day, date, and year); and

3.               The Insured’s deductive or abstract reasoning.

 

Standby Assistance: Means the presence of another person within arm’s reach of the Insured that is necessary, by physical intervention, to prevent injury to the Insured while the Insured is performing the Activities of Daily Living.

 

Substantial Assistance: Means Hands-On Assistance and Standby Assistance.

 

Substantial Supervision: Means continual supervision (which may include cuing by verbal prompting, gestures, or other demonstrations) by another person that is necessary to protect the Insured from threats to his or her health or safety due to Severe Cognitive Impairment.

 

Written Certification: Means written documentation from a Licensed Health Care Practitioner certifying that the Insured is Chronically Ill and will remain so throughout the next 12 months following for which a claim is made. The initial Written Certification shall be provided at the Owner’s or Insured’s expense. Written Certification, after the first shall be at our expense and will not count against the Lifetime Maximum Benefit.

 

4

 

BENEFITS

 

Accelerated Death Benefit: While this rider is in force, you may make a claim for an Accelerated Death Benefit (the “Benefit”). The Benefit is subject to the restrictions contained in this rider and all conditions for eligibility must be met.

 

Eligibility for Benefits: You will become eligible, each Benefit Period, for the Benefit payments during the life of the Insured when each of the following conditions are met:

 

1.               We receive Your written request for the Benefit;

2.               We receive Written Certification;

3.               The Policy and this Rider are in force;

4.               We receive written consent from any irrevocable beneficiaries or assignee of record named in the policy;

5.               The Elimination Period has expired; and

6.               The benefit payment is made in respect to a month when the insured is Chronically Ill.

 

We reserve the right to independently assess the Insured’s Chronic Illness and benefit eligibility. As part of this assessment we have the right to require that the Insured be examined by a Licensed Health Care Practitioner chosen by us. We will pay for this examination. In the event of conflicting opinions, Eligibility for Benefits will be determined by a third medical opinion provided by a Licensed Health Care Practitioner who is mutually agreed upon by the Insured and the Company. The Insured must be certified as Chronically Ill for the entire period for which benefits are being paid.

 

Lifetime Maximum Benefit: The Lifetime Maximum Benefit under this rider is equal to the lesser of (i) a percentage of the death benefit (excluding riders/endorsements) at the time all of the conditions in Eligibility for Benefits are first satisfied or (ii) the Lifetime Dollar Limitation. The lesser of (i) or (ii) will be reduced by any outstanding lien against the policy resulting from any other accelerated death benefit endorsement or rider attached to the policy. The Lifetime Maximum Benefit Percentage and the Lifetime Dollar Limitation are shown in the policy schedule.

 

Maximum Monthly Benefit: The Maximum Monthly Benefit, shown in the policy schedule, is the maximum amount that may be accelerated in any single month. The Maximum Monthly Benefit may not exceed the monthly equivalent of the per diem limitations declared by the Internal Revenue Service.

 

Monthly Benefit: The Monthly Benefit is the amount paid each month beginning on the first day of the Benefit Period. If the Insured is certified as Chronically Ill for only a portion of a month, the Monthly Benefit will be adjusted to equal the daily equivalent of the Monthly Benefit multiplied by the number of days during the month that the Insured is certified as Chronically Ill. Each Benefit Period you may, by written instruction, select the Monthly Benefit amount of at least $250.00 and not exceeding the Maximum Monthly Benefit. If you do not select a Monthly Benefit amount the Monthly Benefit will be the Maximum Monthly Benefit. The Monthly Benefit is not cumulative. The entire Maximum Monthly Benefit may be taken, but if not, the remaining portion does not carry forward.

 

5

 

Changes to the Monthly Benefit: You may change the Monthly Benefit amount, by written notice, at the beginning of each Benefit Period. Your written request to change the Monthly Benefit amount must be provided at least 90 days in advance of the next Benefit Period. Any change in the Monthly Benefit cannot exceed the Maximum Monthly Benefit. We will adjust the final Monthly Benefit payment so as not to exceed the Lifetime Maximum Benefit.

 

Lump Sum Option: You may choose to receive the accelerated benefit as a lump sum. The lump sum will equal the sum of the present value of the Monthly Benefit (before any adjustment for loans) payable for each month of the Benefit Period. The maximum interest rate used in calculating the present value will not exceed the greater of:

 

1.               The current yield on 90 day Treasury Bills; or,

2.               The current maximum statutory adjustable policy loan interest rate.

 

CLAIMS

 

We must receive your written request for accelerated death benefits at our Administrative Office within 90 days of Written Certification. The request should include at least the Insured’s name, the Policy number and the address to which claim forms should be sent. The Benefit becomes payable immediately upon receipt of due written proof of eligibility.

 

We have forms used for making a claim and for providing Written Certification. These forms will be sent to you within 15 days of the date we receive your written request for such forms. If the claim forms are not sent within this 15 day period, and you provide Written Certification in a format other than our claim forms, you will be deemed to have complied with the claim requirement.

 

RIDER COST

 

Rider Cost: The monthly charge for this rider will not exceed the Maximum Monthly Charge shown in the policy schedule. The monthly charge for this rider will be added to the Monthly Deduction, unless waived under the Waiver of Costs provision.

 

Rider Net Amount at Risk: The Rider Net Amount at Risk on the Policy Effective Date is equal to:

 

1.               The Lifetime Maximum Benefit on the Policy Effective Date; divided by

2.               The Death Benefit on the Policy Effective Date; multiplied by,

3.               The Net Amount at Risk on the Policy Effective date for the Policy to which this rider is attached.

 

On each subsequent monthly anniversary the Rider Net Amount at Risk is equal to:

 

1.               The remaining Lifetime Maximum Benefit on the monthly anniversary date; divided by

2.               The Death Benefit on the monthly anniversary date; multiplied by

3.               The Net Amount at Risk on the monthly anniversary date for the Policy to which this rider is attached.

 

Effect on Monthly Deduction: During a Benefit Period, we will waive the monthly deductions required to maintain the policy. If the Insured is certified as Chronically Ill for three consecutive Benefit Periods, the monthly deductions will be waived for as long as the Policy is in force.

 

6

 

IMPACT ON POLICY

 

Proportional Reductions: Each Monthly Benefit payment will reduce certain current values by a proportional amount. This proportion will equal the Monthly Benefit payment, before reduction for repayment of Policy Debt, divided by the death benefit immediately before the payment. The current values that will be reduced by this provision are:

 

1.               Policy Value;

2.               Face amount;

3.               Surrender Charges, if any;

4.               Values and premiums required to maintain lapse protection, if any;

5.               Cumulative premiums paid to date; and

6.               Policy Debt, if any.

 

An amount equal to Policy Debt reduction will be applied to repay Policy Debt, and thus will reduce the net amount of proceeds distributable as an accelerated death benefit.

 

Future charges for the policy will be reduced to the rates that would apply had the policy been issued at the reduced face amount.

 

Restriction of Death Benefit Option: Upon satisfying all of the conditions in Eligibility for Benefits, the following restriction will apply: If a Death Benefit Option other than Option A (Level Death Benefit) is in effect, the Death Benefit Option will be changed to Option A (Level Death Benefit) prior to the first Benefit Payment. No further Death Benefit Option changes are permitted during any Benefit Period.

 

GENERAL PROVISIONS

 

Report to Owner: Upon the initial election, and upon payment of the benefit, we will provide you, and any irrevocable beneficiary, with a statement which outlines the effect of the accelerated death benefit payments on the values as described in the Impact on Policy section of this rider.

 

Exclusions: This rider does not cover Chronic Illness caused by attempted suicide or an intentionally self-inflicted injury, while sane or insane.

 

Termination: This rider will terminate on the earliest of:

 

1.               Your written notice to terminate this rider;

2.               Termination of the policy to which this rider is attached;

3.               Failure to pay sufficient premium to maintain the rider;

4.               The death of the Insured;

5.               You submit, after all of the conditions in Eligibility for Benefits are first satisfied, a valid claim for any benefits provided by an accelerated death benefit for terminal illness endorsement or rider attached to the policy;

6.               The date that the Lifetime Maximum Benefit is exhausted;

7.               The date that a Partial Surrender or a Policy Loan is taken from the policy during a Benefit Period.

 

Termination of this rider shall not prejudice the payment of benefits under this rider for any valid claim that occurred while this rider was in force. If this rider terminates for reason other than the death of the Insured, any unpaid Monthly Benefits for the current Benefit Period will be commuted to present value and paid in a lump sum prior to rider termination. If the Insured dies, after the Owner has elected to receive the benefit but before the Benefits have been paid, the election will be cancelled and the unaccelerated death benefit will be paid as per the Death Benefit provision of the policy.

 

7

 

Contestability: This rider is contestable on the same terms as the policy to which it is attached.

 

Reinstatement: If the policy to which this rider is attached terminates and is subsequently reinstated this rider may also be reinstated subject to the terms and conditions for reinstatement in the policy.

 

Signed for the Company and made part of the policy as of the Effective Date.

 

PROTECTIVE LIFE INSURANCE COMPANY

 

/SIGNATURE/

/PRINTED NAME/

Secretary

 

8

 

POLICY SCHEDULE - RATES, CHARGES, AND TABLES (CONTINUED)

 

SCHEDULE OF ADDITIONAL BENEFITS
CHRONIC ILLNESS ACCELERATED DEATH BENEFIT RIDER

 

Elimination Period: 90 days

 

Lifetime Maximum Benefit Percentage: [100]%

 

Lifetime Dollar Limitation: $[5,000,000]

 

Maximum Monthly Benefit: The lesser of $[5,000.00] or [5]% of the Face Amount as of the date all conditions in Eligibility for Benefits are first met.

 

MAXIMUM MONTHLY CHARGE PER $1000 OF RIDER NET AMOUNT AT RISK

 

POLICY
YEAR

 

CHARGE

 

POLICY
YEAR

 

CHARGE

 

POLICY
YEAR

 

CHARGE

 

POLICY
YEAR

 

CHARGE

 

[1

 

0.003

 

26

 

0.052

 

51

 

1.032

 

76

 

3.329

 

2

 

0.005

 

27

 

0.055

 

52

 

1.157

 

77

 

3.335

 

3

 

0.006

 

28

 

0.060

 

53

 

1.315

 

78

 

3.338

 

4

 

0.007

 

29

 

0.066

 

54

 

1.478

 

79

 

3.338

 

5

 

0.008

 

30

 

0.074

 

55

 

1.644

 

80

 

3.338

 

6

 

0.009

 

31

 

0.080

 

56

 

1.748

 

81

 

3.338

 

7

 

0.010

 

32

 

0.090

 

57

 

1.854

 

82

 

3.338

 

8

 

0.012

 

33

 

0.101

 

58

 

2.065

 

83

 

3.338

 

9

 

0.013

 

34

 

0.112

 

59

 

2.233

 

84

 

3.338

 

10

 

0.015

 

35

 

0.124

 

60

 

2.354

 

85

 

3.338

 

11

 

0.016

 

36

 

0.137

 

61

 

2.377

 

86

 

3.338

 

12

 

0.017

 

37

 

0.151

 

62

 

2.400

 

87+

 

0.000]

 

13

 

0.019

 

38

 

0.167

 

63

 

2.528

 

 

 

 

 

14

 

0.020

 

39

 

0.191

 

64

 

2.635

 

 

 

 

 

15

 

0.022

 

40

 

0.224

 

65

 

2.718

 

 

 

 

 

16

 

0.024

 

41

 

0.263

 

66

 

2.799

 

 

 

 

 

17

 

0.026

 

42

 

0.308

 

67

 

2.881

 

 

 

 

 

18

 

0.028

 

43

 

0.360

 

68

 

2.966

 

 

 

 

 

19

 

0.030

 

44

 

0.416

 

69

 

3.033

 

 

 

 

 

20

 

0.033

 

45

 

0.475

 

70

 

3.079

 

 

 

 

 

21

 

0.035

 

46

 

0.543

 

71

 

3.126

 

 

 

 

 

22

 

0.038

 

47

 

0.621

 

72

 

3.169

 

 

 

 

 

23

 

0.041

 

48

 

0.710

 

73

 

3.211

 

 

 

 

 

24

 

0.045

 

49

 

0.810

 

74

 

3.252

 

 

 

 

 

25

 

0.049

 

50

 

0.922

 

75

 

3.291

 

 

 

 

 

 

ICC16-L638-SP

 

9

Exhibit 99.5

Protective Life Insurance Company P.O. Box 830771 Birmingham, AL 35283-0771 1. Proposed Insured 2. Owner (If other than Proposed Insured) 3. Employment Information Proposed Insured 4. Send Premium Notices To: If other than Owner $ ICC14-V1APP Page 1 of 4 04/2014 Plan of Insurance: (Name of Product) Initial Premium $ Planned Periodic Premium $ Initial Face Amount $ Underwriting Class Quoted: (Protective will issue best underwriting class.) CVAT:(If not checked, the Guideline Premium Test will apply, subject to product availability.) Level Face AmountIncreasing Face Amount Section 1035:YesNo 1035 Loan TransferYesNo Is Proposed Insured requesting Additional Benefits, Riders, or Child Coverage? YesNo (If Yes, must complete the Rider Worksheet.) Premium Payment: Annual $ Quarterly $ Semi-Annual Monthly (Pre-Authorized Withdrawal Only) $ Cash with Application $ SECTION II: PLAN OF INSURANCE Name Relationship Address: (Street, City, State, Zip Code) Employer’s Name Employer’s Address Annual Income Net Worth Occupation Number of Years Name (First, Middle, Last) Gender Birthdate Birth State SSN/Tax ID No. Name of Trust Date of Trust Home Phone Work Phone Cell Phone Email Address Relationship Address: (Street, City, State, Zip Code) Name (First, Middle, Last) Gender Birthdate Birth State Marital Status Driver’s License Number & State Social Security Number Home Phone Work Phone Cell Phone Email Address Years at Residence Address: (Street, City, State, Zip Code) SECTION I: INSURED INFORMATIONVARIABLE UNIVERSAL INDIVIDUAL LIFE INSURANCE APPLICATION Exhibit 99.4(a)

 

beneficiaries, unless otherwise specified. elephone No Birthdate (Must be answered completely on all cases) Is the policy applied for to replace an existing insurance or annuity policy(ies) with this or any other company?............ (If Yes, complete any State required replacement forms and comparison statements.) Regarding all persons proposed for insurance, list all life insurance in force on each proposed insured’s life. Please be sure to list insurance policy information, whether owned by any proposed insured or not. If None, insert None. 1. Yes No 2. 3. Is there any application for any other life or health insurance on the life of the proposed insured now pending or being considered with this or any other company? (If Yes, complete information below)………………………………………… Yes No 4. Has the Proposed Insured had a request for life or health insurance declined, postponed, rated, canceled, or restricted in any way? If Yes, please explain…………………………………………………………………………………… In the next 3 years, will the ownership of the policy or interest in any trust owning the policy be transferred? If Yes, please explain………………………………………………………………………………………………………………. Is someone other than the Proposed Insured responsible for paying premiums? If Yes, please explain……………….. Will anyone unrelated to the Proposed Insured receive any of the policy death benefit? If Yes, please explain……….. Has a mortality analysis or life expectancy analysis been performed on the Proposed Insured?.................................... Has the Proposed Insured discussed transfer of the policy to be issued, or its death benefits, to a life settlement company, investor, offshore trust, investment trust, or entity associated with stranger owned or investment owned life insurance (commonly called SOLI or IOLI) or have you considered such a transfer? If Yes, please explain………. Yes No 5. Yes Yes Yes Yes No No No No 6. 7. 8. 9. Yes No ICC14-V1APP Page 2 of 4 04/2014 Remarks and Explanations to any Yes answers in Section IV. Company Name Amount of Coverage Total Amount to be Placed Purpose of Coverage Name of Insured Company Policy Number Replace or Change? Amount Purpose: Business/Personal Issue Date Name of Insured Company Policy Number Replace or Change? Amount Purpose: Business/Personal Issue Date Name of Insured Company Policy Number Replace or Change? Amount Purpose: Business/Personal Issue Date SECTION IV: EXISTING COVERAGE/PENDING INSURANCE AND REPLACEMENT SECTION III: BENEFICIARY DESIGNATIONS If multiple beneficiaries are named, shares will be diEvidxehdiebqiuta9lly9a.4m(oang) the surviving 1. 2. Primary Beneficiary Name(s) Address & T Social Security No Relationship % Contingent Beneficiary Name(s) Address & Telephone No Birthdate Social Security No Relationship %

 

Business 6. Please complete the information below. ICC14-V1APP Page 3 of 4 04/2014 SECTION VI: PERSONAL HISTORY Provide details to any Yes answers on the Continuation of Information form. HAS THE PROPOSED INSURED: 1.Used tobacco or nicotine of any kind over the last 5 years?................................................................................................... Yes No Type Frequency Date Last Used 2.Consulted a physician or had treatment for the use or possession of: A. Alcohol? (If Yes, complete the Alcohol Usage Questionnaire)………………………………………………………………... B. Narcotics, stimulants, sedatives, hallucinogenic drugs? (If Yes, complete the Drug Use Questionnaire)…………………. 3.In the past 5 years, been convicted of (i) two or more moving violations, (ii) driving under the influence of alcohol or other drugs, or (iii) had their driver’s license suspended or revoked?.............................................................................................. 4.Has the proposed insured ever been convicted of, or pled guilty or no contest to a felony, or does he/she any such charge pending against him/her?............................................................................................................................................ 5.Flown as a pilot, student pilot or crew member, or intend ot fly as such, within the next 2 years? (If Yes, complete the Aviation Questionnaire.)……………………………………………………………………………………………………………….. 6.Been a member of, or applied to be a member of, or received a notice of required service in, the armed forces, reserves or National Guard? (If Yes, provide details below)……………………………………………………………… Branch of Service Rank Duties Mobilization Category Current Duty Station 7.Engaged in any of the following activities in the past 2 years? (If Yes, complete the appropriate Questionnaire.)…………. RacingScuba DivingHang GlidingMountain ClimbingSky DivingParachuting 8.Is Proposed Insured: (If Yes to any questions below, complete the Foreign Travel Questionnaire). a.A citizen of any country other than the United States or Canada? (If Yes, provide details below)…………………… Country of Citizenship Visa Type Expiration Date Length of U.S. Residency b.Have you traveled or resided outside of the United States in the past 2 years? (If Yes provide details)……………... Travel Details: c.Intending to travel or reside outside the United States or Canada within the next 12 months?................................... To Where Why When For How Long Name/Business Partner Title % of Business Owned Insurance Company Amount Now Carried or Applied For Name/Business Partner Title % of Business Owned Insurance Company Amount Now Carried or Applied For Name/Business Partner Title % of Business Owned Insurance Company Amount Now Carried or Applied For SECTION V: PURPOSE OF INSURANCE (TO BE ANSWERED BY PROPOSED OWNER) 1.What is the purpose of the insurance? (Personal - Family/Estate Protection, Asset Transfer or Business - Key man, Buy-Sell, etc.) If Business insurance, complete qEuexshtiiobnist 29–9.64b(ealo)w………………………………………………… 2.What percent of business does the Proposed Insured own or control?............................................................................ 3.What is approximate net annual income of business?...................................................................................................... 4.What is approximate market value of the business?........................................................................................................ 5.What year was the business established?........................................................................................................................ Personal % $ $ 

 

OER xChHRibOiNt I9C9IL.4LN(aES)S ACCELERA 1. Do you have another long-term care insurance policy or certificate in force (including health care service contract, health Yes No maintenance organization contract)?...................................................................................................................................... Did you have another long-term care insurance policy or certificate in force during the last 12 months?.............................. If Yes, with which company? 2. If that policy or certificate lapsed, when did it lapse? 3. Are you covered by Medicaid?................................................................................................................................................ DECLARATIONS: I (We) have read or have had read to me (us) the completed Application before signing below. I (We) represent that all statements and answers made in all parts of this application are full, complete and true, to the best of my (our) knowledge and belief. It is agreed that: 1. All such statements and answers shall be the basis of any insurance issued, and my (our) answers are material to the decision as to whether the risk is accepted by Protective Life. No representative or medical examiner can make, alter or discharge any contract, accept risks, or waive Protective Life’s right or requirements. Acceptance of a policy by the Owner shall constitute ratification of any changes made by the Company. In those states where it is required, changes as to plan, amount, age at issue, classification or benefits will be made only with the Owner’s written consent. No insurance shall take effect unless: (1) a policy is delivered to the Owner, (2) the full first premium is paid while the proposed insured(s) is (are) alive; and (3) there has been no change in health and insurability from that described in this application. However, if the premium is paid as set forth in the attached Conditional Receipt Agreement and the Conditional Receipt Agreement is delivered to the Owner, the terms of the Conditional Receipt Agreement shall apply. No representative or medical examiner has any authority to waive or to alter these terms and conditions or to bind coverage under any other circumstances. I have reviewed the attached Conditional Receipt Agreement and understand and agree that it provides a limited amount of life insurance for a limited period of time, and that such coverage is subject to the terms and conditions set forth in the Conditional Receipt Agreement. The representative taking this application has made no statement or representation different from, contrary to or in addition to these Declarations and the terms and conditions of the attached Conditional Receipt Agreement. 2. 3. 4. 5. 6. AUTHORIZATIONS: Yes No 1. 2. 3. 4. Do you want to be interviewed if an investigative consumer report will be made?.............................................................. Do you believe that this policy will meet your insurance needs and financial objectives?.................................................. Did you receive the prospectus for the policy applied for and the prospectus for each of the funds?................................. Do you understand that the amount and duration of the death benefit and the amount of policy values may vary, depending on the investment experience of the variable accounts?................................................................................... Are you purchasing this insurance to replace or change any in-force life insurance, annuities, long-term care insurance or health insurance policies or will the premium for this policy be funded by a withdrawal from an existing life insurance policy or annuity?................................................................................................................................................................. If Yes, Company(ies) Estimated transfer amount $_ 5. 6. If we are unable to issue a life insurance policy, do you wish to apply for a deferred annuity?.......................................... Any person who knowingly with intent to defraud any insurance company or other person, files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which may be a crime and may subject such person to criminal and civil penalties according to state law. Signed At (City, State) _ _(Date). (X) (X) Signature of Proposed Insured Signature of Owner (If other than Proposed Insured) (X) (X) Witness to All Signatures Signature of Covered Insured or Parent or Guardian ICC14-V1APP Page 4 of 4 04/2014 IMPORTANT INFORMATION ABOUT IDENTIFICATION VERIFICATION To help the government fight the funding of terrorism and money laundering activities, Federal Law requires all financial institutions to obtain, verify, and record information of its customers. We may ask for information or identifying documents that will allow us to verify the identity of our customers. SECTION VII: IF APPLYING FOR LONG-TERM CARE TED DEATH BENEFIT RIDER

 

Exhibit 99.7(a)

 

Agreement No.              

 

AUTOMATIC AND FACULTATIVE

MONTHLY RENEWABLE TERM REINSURANCE AGREEMENT

 

between

 

PROTECTIVE LIFE INSURANCE COMPANY

 

and

 

[INSERT REINSURER’S FULL LEGAL NAME — ALL CAPS]

[insert Reinsurer’s City and State of domicile — initial caps]

 

This Agreement is effective as of                    , 20  .

 

PLICO/          MRT Agreement No.                   

Effective            

PLICO Generic MRT Reinsurance Treaty Template

 

 

TABLE OF CONTENTS

 

ARTICLE/SECTION

 

HEADING DESCRIPTION

 

PAGE

 

 

 

 

 

 

 

Recitals

 

1

 

 

Agreement

 

1

Article I

 

Definitions

 

1

Article II

 

Reinsurance of Insurance Policies

 

 

Section 2.1

 

Automatic Reinsurance

 

 

Section 2.2

 

Facultative Reinsurance

 

 

Section 2.3

 

Minimum Cession Amount

 

 

Section 2.4

 

Scope and Timing of Reinsurer’s Liability

 

 

Section 2.5

 

Reinsurance Premiums

 

 

Section 2.6

 

Retention

 

 

Section 2.7

 

Increases in Face Amount

 

 

Section 2.8

 

Reductions and Terminations

 

 

Section 2.9

 

Reinstatements

 

 

Section 2.10

 

Exchanges and Replacements

 

 

Section 2.11

 

Accelerated Death Benefits

 

 

Section 2.12

 

Limitation of Liability

 

 

Section 2.13

 

Change in In-force Underwriting Ratings or Classifications

 

 

Article III

 

Policy Administration and Related Matters

 

 

Section 3.1

 

Responsibility

 

 

Section 3.2

 

Notice of Certain Claims

 

 

Section 3.3

 

Reinsurance Reporting and Payments

 

 

Section 3.4

 

Inspection of Records

 

 

Section 3.5

 

Errors and Omissions

 

 

Section 3.6

 

DAC Tax Election

 

 

Section 3.7

 

Misstatement of Age or Gender

 

 

Section 3.8

 

Return of Reinsurance Premiums

 

 

Article IV

 

Credit for Reinsurance

 

 

Article V

 

Regulatory Requirements and Related Matters

 

 

Section 5.1

 

Cooperation

 

 

Section 5.2

 

Insolvency of Ceding Company

 

 

Section 5.3

 

Downgrade or Insolvency of Reinsurer

 

 

Article VI

 

Representations and Warranties of Ceding Company

 

 

Section 6.1

 

Organization and Standing of Ceding Company

 

 

Section 6.2

 

Authorization

 

 

Section 6.3

 

No Conflict or Violation

 

 

Article VII

 

Representations and Warranties of Reinsurer

 

 

Section 7.1

 

Organization and Standing of Reinsurer

 

 

Section 7.2

 

Authorization

 

 

Section 7.3

 

No Conflict or Violation

 

 

Article VIII

 

Indemnification

 

 

Section 8.1

 

Indemnification by Ceding Company

 

 

Section 8.2

 

Indemnification by Reinsurer

 

 

Section 8.3

 

Notice of Potential Liability

 

 

Section 8.4

 

Opportunity to Defend

 

 

 

i

 

TABLE OF CONTENTS

 

ARTICLE/SECTION

 

HEADING DESCRIPTION

 

PAGE

 

 

 

 

 

Article IX

 

Termination and Recapture

 

 

Section 9.1

 

Termination by Ceding Company

 

 

Section 9.2

 

Termination by Reinsurer

 

 

Section 9.3

 

Effect of Termination

 

 

Section 9.4

 

Recapture upon Termination

 

 

Article X

 

Miscellaneous Provisions

 

 

Section 10.1

 

Amendments and Assignability

 

 

Section 10.2

 

Dispute Resolution

 

 

Section 10.3

 

Arbitration

 

 

Section 10.4

 

Confidentiality

 

 

Section 10.5

 

Counterparts

 

 

Section 10.6

 

Entire Agreement

 

 

Section 10.7

 

Exhibits and Schedules

 

 

Section 10.8

 

Governing Law

 

 

Section 10.9

 

Headings

 

 

Section 10.10

 

Interest

 

 

Section 10.11

 

Matters Covered by Attorney-Client Privilege

 

 

Section 10.12

 

Notices

 

 

Section 10.13

 

Offset

 

 

Section 10.14

 

Other Instruments

 

 

Section 10.15

 

Press Releases

 

 

Section 10.16

 

Severability

 

 

Section 10.17

 

Third Party Beneficiaries

 

 

Section 10.18

 

Waiver of Breach

 

 

Section 10.19

 

Foreign Account Tax Compliance Act

 

 

Section 10.20

 

Sanctions

 

 

[Section 10.21]

 

[Letter of Credit]

 

 

[Section 10.22]

 

[Use of Cash by Ceding Company]

 

 

 

EXHIBITS:

 

EXHIBIT DESCRIPTION

 

 

A

 

Description of Insurance Policies and Key Terms

 

 

B

 

Facultative Reinsurance Procedures

 

 

C

 

MRT Reinsurance Premiums

 

 

D

 

Reports

 

 

E

 

DAC Tax Election

 

 

F

 

Terminal Illness and Long-Term Care Accelerated Death Benefits

 

 

G

 

Foreign Nationals Eligible for Automatic Reinsurance

 

 

[H]

 

[Letter of Credit]

 

 

 

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MONTHLY RENEWABLE TERM REINSURANCE AGREEMENT

 

THIS AUTOMATIC AND FACULTATIVE MONTHLY RENEWABLE TERM REINSURANCE AGREEMENT (“Agreement”) is made and entered into on                , 20  , by and between PROTECTIVE LIFE INSURANCE COMPANY (“Ceding Company”) and [insert name of reinsurer — all caps] (“Reinsurer”), together referred to as the “Parties.”

 

Recitals

 

A.                                     Ceding Company desires to cede to Reinsurer a portion of Ceding Company’s liability arising under certain life insurance business (including any supplemental benefits specified in Exhibit A ) and Reinsurer is willing to accept such liability from Ceding Company.

 

B.                                     The Parties desire to set forth their rights and obligations in relation to the transfer of liability by Ceding Company to Reinsurer.

 

Agreement

 

NOW, THEREFORE, in consideration of the mutual benefits to be received by the Parties and the mutual covenants and agreements contained herein, the Parties agree that the recitals set forth above are adopted and made part of this Agreement and further agree as follows:

 

Article I

Definitions

 

Section 1.1                                    “Insurance Policy” means (i) each life insurance policy, certificate and accompanying supplemental benefits specified in Exhibit A that are issued by Ceding Company on or after the effective date of this Agreement (including any such policy or certificate that is backdated up to six (6) months in order to save age); (ii) any conditional or temporary life insurance coverage issued materially in accordance with the terms of Ceding Company’s forms of conditional or temporary life insurance receipt; and (iii) any other coverage reinsured by Reinsurer on a facultative basis under Section 2.2 .

 

Section 1.2                                    “Net Amount at Risk” means, for each Insurance Policy reinsured under the Agreement, (i) the difference between the death benefit and the policy value of the Insurance Policy for life insurance attributable to the base policy; (ii) the benefit amount shown in the Insurance Policy for each non-accelerated supplemental benefit, and (iii) the benefit amount described in Exhibit [F] for each accelerated supplemental benefit. The Net Amount at Risk is determined as of each monthly anniversary of an Insurance Policy.

 

Section 1.3                                    “Reinsured Net Amount at Risk” means, for each automatically reinsured Insurance Policy, the amount determined in Exhibit A, Section A.03 ; and for each facultatively reinsured Insurance Policy, the amount determined by mutual agreement of the Parties.

 

Section 1.4                                    “Retention” means the amount of liability on a life that Ceding Company and its affiliates will not cede to any unaffiliated reinsurer. For each automatically reinsured Insurance Policy, the Retention is specified in Exhibit A . For each facultatively reinsured Insurance Policy, the Retention will be determined by mutual agreement of the Parties. In the absence of such mutual agreement, the Retention will not be greater than the Retention specified in Exhibit A for an automatically

 

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reinsured Insurance Policy. For any non-life or accelerated supplemental benefits specified in the Plan Description Table set forth in Exhibit A , the Retention is specified in Exhibit A .

 

Article II

Reinsurance of Insurance Policies

 

Section 2.1                                    Automatic Reinsurance .  Ceding Company will cede to Reinsurer and Reinsurer will reinsure, on an automatic basis, each Insurance Policy that satisfies the following conditions (unless Ceding Company, in its sole discretion, applies for facultative reinsurance on the Insurance Policy under Section 2.2 ):

 

(a)                                  On the application signed date, the insured must be a citizen or a permanent resident of the United States, its territories, commonwealths or possessions, or of Canada.  For purposes of this Agreement, a foreign national living in the United States and meeting the requirements set forth in Exhibit G qualifies as a permanent resident of the United States;

 

(b)                                  Ceding Company and/or its contractual agent(s) must underwrite and issue the Insurance Policy materially in accordance with its standard underwriting practices and guidelines;

 

(c)                                   The maximum amount of insurance to be reinsured on a life between Reinsurer and Ceding Company must not exceed the automatic binding limits as stated in Exhibit A ;

 

(i)                                      For the purposes of this Section 2.1(c) , the “maximum amount of insurance” shall equal the total face amount of individual life insurance in force and applied for with Ceding Company on written and signed applications received by Ceding Company, including contractual face amount increases with Ceding Company scheduled at the time the Insurance Policy is issued.

 

(ii)                                   Notwithstanding anything in this Section 2.1(c)  to the contrary, the Parties agree the amount originally applied for on an application with Ceding Company will not be considered in determining whether an automatic binding limit violation occurred if, as a result of such application, either (1) a lesser amount was placed in force, or (2) no amount was placed in force.  In the case of item (1) in the preceding sentence, the amount placed in force will be considered in determining whether an automatic binding limit violation occurred.

 

(iii)                                Face amounts to be replaced cannot be deducted from the total amount of insurance except under the following conditions: (1) an existing individual life insurance policy is to be replaced, with or without a 1035 exchange, and Ceding Company has been provided with and filed an absolute assignment/transfer of ownership form (where permitted) and/or (2) an internal replacement is issued by Ceding Company.

 

(d)                                  With respect to an Insurance Policy, the total amount of insurance on an insured life under such Insurance Policy must not exceed the jumbo limit as stated in Exhibit A as of the application signed date for such Insurance Policy.  With respect to any face amount increase under such Insurance Policy pursuant to Section 2.7 (a) , the total amount of insurance on an insured life under such Insurance Policy must not exceed the jumbo limit as stated in Exhibit A as of the application signed date for the face amount increase;

 

(i)                                      For the purposes of this Section 2.1 (d) , the “total amount of insurance” shall equal: 1) the total face amount of individual life insurance in force and applied for with Ceding Company on written and signed applications received by Ceding Company, including

 

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contractual face amount increases with Ceding Company scheduled at the time the Insurance Policy is issued; plus 2)   the total face amount of individual life insurance in force and applied for with all other life insurance companies (to the best of Ceding Company’s knowledge).

 

(ii)                                   Notwithstanding anything in Section 2.1 (d)  to the contrary, the Parties agree the amount originally applied for on an application with Ceding Company or any other company will not be considered in determining whether a jumbo limit violation occurred if, as a result of such application, either (1) a lesser amount was placed in force, or (2) no amount was placed in force.  In the case of item (1) in the preceding sentence, the amount placed in force will be considered in determining whether a jumbo limit violation occurred.

 

(iii)                                Face amounts to be replaced cannot be deducted from the total amount of insurance except under the following conditions: (1) an existing individual life insurance policy is to be replaced, with or without a 1035 exchange, and the new issuing company has been provided with and filed an absolute assignment/transfer of ownership form (where permitted) and/or (2) an internal replacement is issued by Ceding Company or one of its affiliates.

 

(e)                                   The application is on a life for which there have been no facultative applications submitted by Ceding Company to Reinsurer or any other reinsurer within the last five (5) years, unless the reason for any prior facultative submission was solely due to either: (1) insufficient automatic binding limit or jumbo limit capacity that may now be accommodated within the terms of this Agreement, or (2) foreign travel that may now be accommodated within the terms of this Agreement pursuant to Reinsurer’s acceptance of Ceding Company’s foreign travel underwriting guidelines and practices.

 

Reinsurer will refund to Ceding Company reinsurance premiums paid for any automatic reinsurance that was ceded to Reinsurer and subsequently denied by Reinsurer pursuant to this Section 2.1 .  Such refund will include interest based on the rate shown in Section 10.10 .  Interest shall be calculated from the date of the first reinsurance premium payment to Reinsurer for such Insurance Policy or face amount increase, as applicable, until the date such refund is mailed to Ceding Company, regardless of any intervening holidays or weekends.

 

Section 2.2                                    Facultative Reinsurance .

 

(a)                                  Ceding Company may apply for facultative reinsurance from Reinsurer in connection with:

 

(i)                                      any Insurance Policy that does not satisfy the conditions for automatic reinsurance set forth in Section 2.1 ,

 

(ii)                                   any Insurance Policy that satisfies the conditions for automatic reinsurance set forth in Section 2.1 but that Ceding Company would prefer to cede on a facultative basis, or

 

(iii)                                any other permanent form of insurance coverage that Ceding Company would prefer to cede on a facultative basis under this Agreement.

 

(b)                                  Ceding Company shall apply for facultative reinsurance in the manner set forth in Exhibit B .  Copies of all information that Ceding Company has pertaining to the insurability of the proposed insured shall accompany the application, along with written summaries of any such information that cannot be copied.

 

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(c)                                   Upon receipt of an application, Reinsurer shall, within two (2) business days, examine the underwriting information and provide Ceding Company in writing with:

 

(i)                                      an offer to reinsure the Insurance Policy or other coverage as applied for;

 

(ii)                                   an offer to reinsure the Insurance Policy or other coverage on terms other than as applied for;

 

(iii)                                an offer to reinsure the Insurance Policy or other coverage subject to the satisfaction of additional underwriting requirements;

 

(iv)                               a request for additional underwriting information; or

 

(v)                                  notice of its unwillingness to reinsure the Insurance Policy or other coverage.

 

(d)                                  To accept an offer to reinsure made by Reinsurer, Ceding Company will make a dated notation in the applicable underwriting file and satisfy any conditions stated in such offer. Ceding Company will notify Reinsurer in writing of its acceptance of such offer within one hundred twenty (120) days from the date of such offer or the date specified in Reinsurer’s approval of a request from Ceding Company to grant an extension to such offer.

 

(e)                                   The terms of an offer to reinsure that is accepted by Ceding Company shall supersede the terms of this Agreement to the extent of any conflict between the two.  Otherwise, reinsurance of an Insurance Policy ceded on a facultative basis shall be in accordance with the terms of this Agreement.

 

Section 2.3                                    Minimum Cession Amount .  Ceding Company will not cede an Insurance Policy to Reinsurer unless the amount to be reinsured at issue with the reinsurance pool equals or exceeds the Initial Minimum Pool Cession Amount shown in Exhibit A .

 

Section 2.4                                    Scope and Timing of Reinsurer’s Liability .  (a) Except as set forth in Section 3.2 , the reinsurance provided under this Agreement shall cover only the Reinsured Net Amount at Risk under the Insurance Policies.  Unless otherwise specified in this Agreement, the liability of Reinsurer shall follow the liability of Ceding Company with respect to each Insurance Policy reinsured hereunder, whether Ceding Company’s liability is fixed by settlement, judgment, arbitration, or otherwise. Reinsurer’s liability shall also include any post-mortem interest payable with respect to such Reinsured Net Amount at Risk.

 

(b)                                  Reinsurer’s liability for each Insurance Policy reinsured under this Agreement will begin at the same time as Ceding Company’s liability.  Reinsurer shall remain liable as reinsurer on all liability reinsured under this Agreement until such time as Ceding Company’s liability under the Insurance Policies has ended.

 

Section 2.5                                    Reinsurance Premiums .  (a) As consideration for the reinsurance provided and the business ceded under this Agreement, Ceding Company will pay Reinsurer monthly reinsurance premiums based on the reinsurance premium rates set forth in Exhibit C .

 

(b)                                  The reinsurance premium rates set forth in Exhibit C are guaranteed for one (1) year from the effective date of this Agreement. In addition, new reinsurance premium rates for plans or plan codes added by amendment shall be guaranteed for one (1) year from the effective date of the

 

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amendment. In the second year and thereafter following each such one-year guarantee period, Reinsurer reserves the right, upon ninety (90) days’ prior written notice to Ceding Company, to increase the reinsurance premium rates provided hereunder, but not above a monthly rate equal to the statutory net YRT premium rates, based on the applicable statutory minimum valuation mortality table and statutory maximum valuation interest rate in effect at the time each Insurance Policy was issued, divided by twelve (12). Absent such notice, the reinsurance premium rates will be guaranteed for another year.  Notwithstanding the above, Reinsurer shall have no right to raise reinsurance premium rates for this Agreement unless Reinsurer simultaneously raises reinsurance premium rates by a percentage equal to or greater than the percentage increase in the reinsurance premium rates provided hereunder on all business with similar characteristics reinsured by Reinsurer from any of its clients. For purposes of Section 2.5 (b) , “business with similar characteristics” is defined as all universal life business that is reinsured by Reinsurer on a monthly renewable term (MRT) or yearly renewable term (YRT) basis.

 

(c)                                   In addition to the requirements described in Section 2.5(b)  above, Reinsurer shall only be permitted to increase the reinsurance premium rates on Insurance Policies reinsured by this Agreement to the extent that (i) Reinsurer also demonstrates to Ceding Company’s reasonable satisfaction that the proposed reinsurance premium rate increase is objectively and actuarially justified based upon credible evidence of materially adverse projected actual to expected mortality experience for such reinsurance as of the proposed reinsurance premium rate increase effective date, where expected mortality is Reinsurer’s pricing mortality assumption as of the time of original pricing for such reinsurance, and (ii) Reinsurer also demonstrates to Ceding Company’s reasonable satisfaction that such original pricing mortality assumption was developed using prudent actuarial judgment. All other pricing elements of Reinsurer’s proposed new reinsurance premium rates (e.g., Reinsurer’s investment income, expense loads, projected profit margins, capital charges, taxes, etc.) shall remain on the same basis as at the time of original pricing. Any rate increase under this Section shall be prospective only, as of the effective date of the increase for each Insurance Policy, and under no circumstances shall a rate increase in substance effectuate a reimbursement or recoupment to Reinsurer for any current and/or prior years’ losses under this Agreement. For purposes of this Section 2.5 , “materially” means twenty-five percent (25%) or more.

 

(d)                                  If Reinsurer delivers written notice to Ceding Company stating that it is exercising its right to increase reinsurance premium rates on any block of in-force Insurance Policies reinsured under this Agreement pursuant to Section 2.5 (b)  and Section 2.5 (c)  above, Ceding Company may recapture without payment of a recapture fee to Reinsurer the affected block of Insurance Policies on written notice to Reinsurer, notwithstanding anything under this Agreement restricting recapture. Each such recaptured Insurance Policy will be recaptured on the first date that reinsurance premium is due on such Insurance Policy following the expiration of such ninety (90) day notice period. Reinsurer will remain liable for any obligations incurred prior to the effective date of the recapture in regard to the recaptured liability. This may include, but is not limited to, any unearned reinsurance premiums, pending claims, incurred but not reported claims, and unpaid allowances on earned reinsurance premiums all as of immediately prior to the effective date of the recapture.

 

(e)                                   Subject to all other terms and conditions set forth in this Agreement, including but not limited to paragraphs (b)-(d) of Section 2.5 above, any increase in reinsurance premium rates on any block of in-force Insurance Policies shall take effect on the first date that reinsurance premium is due for each such Insurance Policy following expiration of the one-year guarantee period set forth in Section 2.5 (b)  and such ninety (90) day notice period, subject to Section 2.5 (b)  above.

 

Section 2.6                                    Retention .  (a) Except as set forth in Exhibit F , “Terminal Illness [and Long-Term Care] Accelerated Death Benefits,” Ceding Company may, at its option, increase the Retention shown in Exhibit A by providing written notice to Reinsurer. The increased Retention will apply to all Insurance Policies issued after the date of the notice.

 

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(b)                                  If Ceding Company increases the Retention, then it may also make the same change for the existing Insurance Policies and recapture the reinsurance attributable to the additional amount to be retained. Ceding Company may exercise its rights with respect to the existing Insurance Policies by providing Reinsurer ninety (90) days’ written notice, subject to the following requirements:

 

(i)                                      An Insurance Policy is not eligible for recapture under this section until it has been reinsured for the minimum number of years shown in Exhibit A .  The effective date of the recapture shall be the later of the first monthly anniversary following the expiration of the ninety (90) day notice period and the policy anniversary date when the required minimum number of years is attained.

 

(ii)                                   If more than one Insurance Policy per life is eligible for recapture, then all the eligible Insurance Policies must be recaptured up to the amount of Ceding Company’s newly increased Retention.

 

(iii)                                If any Insurance Policy eligible for recapture is also eligible for recapture from other reinsurers, the reduction in Reinsurer’s reinsurance on that Insurance Policy shall be in proportion to the total amount of reinsurance on the life with all reinsurers.

 

(iv)                               If there is a Disability Benefit Rider (DBR) claim in effect when recapture takes place, the DBR claim will stay in effect and Reinsurer will continue to pay its share of the DBR claim until the DBR claim terminates. Reinsurer will not be liable for any other benefits, including the basic life risk, which is eligible for recapture. All such eligible benefits will be recaptured as if there was no DBR claim.

 

(v)                                  Upon recapture, Reinsurer will remain liable for any obligations incurred prior to the effective date of the recapture in regard to the recaptured liability. This may include, but is not limited to, any unearned reinsurance premiums, pending claims, incurred but not reported claims, and unpaid allowances on earned reinsurance premiums all as of immediately prior to the effective date of the recapture.

 

Section 2.7                                    Increases in Face Amount .  If the face amount of an Insurance Policy reinsured under this Agreement increases and the increase is subject to new underwriting evidence, then:

 

(a)                                  if the original Insurance Policy was reinsured on an automatic basis, the provisions of Section 2.1 , “Automatic Reinsurance,” shall apply to the increase in reinsurance;

 

(b)                                  if the original Insurance Policy was reinsured on a facultative basis, the provisions of Section 2.2 , “Facultative Reinsurance,” shall apply to the increase in reinsurance; and

 

(c)                                   the reinsurance premium rates applicable to such increase will be the same as for a newly issued Insurance Policy.

 

Section 2.8                                    Reductions and Terminations .  (a) In the event of the reduction of an Insurance Policy reinsured under this Agreement, Ceding Company will reduce or terminate reinsurance on that life.  The reinsured amount on the life with all reinsurers will be reduced, effective on the same date, by the amount required such that Ceding Company maintains its Retention as of the Insurance Policy’s issue date or, if the applicable Retention has been increased subsequent to the issue date, as of the recapture date.

 

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(b)                                  Following a reduction, lapse or termination of an Insurance Policy, Reinsurer will refund any unearned reinsurance premiums.

 

Section 2.9                                    Reinstatements .  (a) If any Insurance Policy reinsured on an automatic basis lapses due to nonpayment of premium and is reinstated, the reinsurance coverage provided by Reinsurer will be reinstated automatically.

 

(b)                                  If any Insurance Policy reinsured on a facultative basis lapses due to nonpayment of premium and is reinstated, without evidence of insurability, then the reinsurance coverage provided by Reinsurer will be reinstated automatically.

 

(c)                                   If any Insurance Policy reinsured on a facultative basis lapses due to nonpayment of premium and is reinstated, based on evidence of insurability, then reinstatement of the reinsurance coverage provided by Reinsurer will be subject to the facultative reinsurance procedures set forth in Section 2.2 and Exhibit B .

 

(d)                                  Upon reinstatement of reinsurance coverage, Ceding Company will pay Reinsurer the contractual reinsurance premium in arrears attributable to the reinstated Insurance Policy for the same period that Ceding Company is reimbursed for its reinstatement of such Insurance Policy by the policyholder.

 

Section 2.10                             Exchanges and Replacements .  An insurance policy resulting from an internal exchange or replacement of an Insurance Policy will be underwritten by Ceding Company materially in accordance with its underwriting guidelines, standards and procedures for exchanges and replacements. The insurance policy resulting from the internal exchange or replacement will be treated as a newly issued insurance policy for purposes of this Agreement, if (i) Ceding Company has obtained complete and current underwriting evidence on the full amount of the insurance policy’s benefits and (ii) the insurance policy provides for the maximum periods of suicide and contestability permitted by law or regulation. If the insurance policy resulting from the internal exchange or replacement is not treated as a newly issued insurance policy for purposes of this Agreement, reinsurance of the insurance policy will continue with reinsurance premium rates based on the original issue age, underwriting class and duration since the issuance of the original Insurance Policy. Reinsurer’s approval to exchange or replace an Insurance Policy will be required if the original Insurance Policy was reinsured on a facultative basis.

 

Section 2.11                             Accelerated Death Benefits .  In the case of an accelerated death benefit claim, Reinsurer will pay its proportionate share of such claim in accordance with the provisions of Exhibit F , “Terminal Illness [and Long-Term Care ]Accelerated Death Benefits.”

 

Section 2.12                             Limitation of Liability . Except as set forth in Section 5.2 , the Parties agree that no rights or legal duties shall arise, by virtue of the reinsurance provided under this Agreement, between Reinsurer and any insured, policyholder, beneficiary, agent or assignee of the foregoing. Reinsurer’s sole liability is that provided under the terms of this Agreement.

 

Section 2.13                             Change in In-force Underwriting Ratings or Classifications .  After an Insurance Policy is issued with a substandard rating or at a particular premium or rate class, Ceding Company may later determine that such rating or class no longer applies. Ceding Company then may re-rate or reclassify such Insurance Policy and reduce the amount of premium owed by the policyholder of such Insurance Policy. In such event, if such Insurance Policy was ceded on an automatic basis, the reinsurance premiums for such Insurance Policy will be reduced based upon the new rating (if any) or class. If the Insurance Policy was ceded on a facultative basis, the proposed re-rate or reclassification will be subject to Reinsurer’s prior review of the new underwriting evidence and approval, which approval

 

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shall not be unreasonably withheld. Following such approval, the reinsurance premiums for such facultatively reinsured Insurance Policy will be reduced based upon the new rating (if any) or class.

 

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Article III

Policy Administration and Related Matters

 

Section 3.1                                    Responsibility .  Ceding Company and/or its contractual agent(s) shall administer the Insurance Policies materially in accordance with the terms of the Insurance Policies, applicable law and Ceding Company’s standard administrative procedures. Except as set forth in Section 3.2 below, Ceding Company will pay all expenses incurred in administering the Insurance Policies .  Ceding Company will provide Reinsurer a weekly report identifying all claims on Insurance Policies on which Ceding Company received a notice of claim in the previous week. Reinsurer will accept Ceding Company’s good faith claims handling decisions. Upon receipt from Ceding Company of proof of claim documentation, Reinsurer will within thirty (30) days pay the reinsurance benefits and any post-mortem interest related to such benefits due and owing to Ceding Company.

 

Section 3.2                                    Notice of Certain Claims .  (a) Ceding Company will notify Reinsurer in writing if Ceding Company intends to pay any death benefit in excess of one million dollars ($1,000,000) dollars on an Insurance Policy that had been in force less than two (2) years at the insured’s time of death.  At Reinsurer’s request, Ceding Company will provide Reinsurer an opportunity to review the claim file.  Within five (5) business days after receiving the notice (or, if requested, the claim file), Reinsurer will inform Ceding Company in writing if it believes that the claim should be contested, compromised or litigated. Ceding Company will consider Reinsurer’s views when deciding whether to contest, compromise or litigate the claim, but will retain full authority over the decision.

 

(b)                                  Ceding Company will notify Reinsurer in writing if Ceding Company intends to contest, compromise or litigate any claim that is reinsured under this Agreement.  At Reinsurer’s request, Ceding Company will provide Reinsurer an opportunity to review the claim file.  Within five (5) business days after receiving the notice (or, if requested, the claim file), Reinsurer will inform Ceding Company in writing as to whether Reinsurer will participate in the contest, compromise or litigation, failing which Reinsurer will be deemed to have participated. If Reinsurer elects not to participate, Reinsurer will pay Ceding Company within ten (10) days of such election the reinsured amount of the claim and any post-mortem interest related to such amount. Reinsurer’s payment of the reinsured amount in accordance with this section and any post-mortem interest related to such amount will discharge its obligations in full with respect to the affected claim.

 

(c)                                   If Reinsurer participates in the contest, compromise or litigation of a claim, then (i) Reinsurer will pay its share of all costs incurred in connection with the contest, compromise or litigation (including investigation expenses, legal fees, court costs and interest charges), other than compensation paid to Ceding Company’s officers and employees, in proportion to its share of the risk on the claim; (ii) Reinsurer will share in the total amount of any reduction in liability in proportion to its share of the risk on the claim; and (iii) Reinsurer will pay its share of any extra-contractual liabilities, punitive damages or regulatory fines to the extent they are attributable to Ceding Company’s denial or contest of the claim, in proportion to Reinsurer’s share of the risk on the claim.

 

Section 3.3                                    Reinsurance Reporting and Payments .  Ceding Company shall provide Reinsurer with the reports described in Exhibit D on a monthly basis.  If a report shows a balance due to Reinsurer, Ceding Company shall pay the amount of such balance to Reinsurer at the time of furnishing the report.  Except as set forth in Section 3.1 , if the report shows a balance due to Ceding Company, Reinsurer shall pay the amount of such balance to Ceding Company within sixty (60) days after receipt of the report. All payments shall be made in cash (United States legal tender) or its equivalent.

 

Section 3.4                                    Inspection of Records .  (a) Except as set forth in Section 10.11 , either Party and its employees and authorized representatives may audit, examine and copy (at the Party’s own

 

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expense), during regular business hours, at the home office of the other Party, any and all books, records, statements, correspondence, reports, other documents and trust accounts that relate to the Insurance Policies or this Agreement, upon giving at least five (5) business days’ prior notice to the other Party.  Said notice shall reasonably describe the nature of the inspection that the Party wishes to conduct, the persons conducting the inspection, and upon notice of available files from the respective Party, the files that they wish to review. The other Party shall (i) provide a reasonable work space for such audit, examination or copying, (ii) cooperate fully and faithfully, and (iii) disclose the existence of and produce any and all materials reasonably requested to be produced.

 

(b)                                  Reinsurer shall not have any right of access to the books and records of Ceding Company if Reinsurer is not current in all undisputed payments due Ceding Company. Access to records granted to Reinsurer pursuant to this Section 3.4 shall not be construed as a waiver by Ceding Company of any attorney-client privilege existing between Ceding Company and its counsel.  Reinsurer agrees to maintain the confidentiality of any information received pursuant to this Section 3.4 , in accordance with Section 10.4 of this Agreement and any confidentiality agreement entered into by the Parties.

 

Section 3.5                                    Errors and Omissions .  If any delay, omission, error or failure to pay amounts due or to perform any other act required by this Agreement is caused by mistake, misunderstanding or oversight, the Parties will adjust the situation to what it would have been had the mistake, misunderstanding or oversight not occurred, and the reinsurance provided hereunder will not be invalidated.  If the matter is not capable of being resolved by the Parties, including dispute resolution pursuant to Section 10.2 , it shall be submitted to arbitration in accordance with Section 10.3 (or to such other dispute resolution procedure as may be mutually agreed to by the Parties).

 

Section 3.6                                    DAC Tax Election .  If the Insurance Policies reinsured hereunder include for U.S. Federal income tax purposes “Specified Insurance Contracts” as described in Section 848 of the Internal Revenue Code or the Final Income Tax Regulations thereunder, the Parties shall make the election provided in Section 1.848-2(g)(8) of the Final Income Tax Regulations issued December 28, 1992 under Section 848 of the Internal Revenue Code of 1986, as amended.  The specifics on this election are set forth in Exhibit E .

 

Section 3.7                                    Misstatement of Age or Gender .  In the event of a change in the amount of Ceding Company’s liability on an Insurance Policy due to an adjustment in the face amount as a result of a misstatement of age or gender, Reinsurer’s liability will be adjusted, subject to the terms of this Agreement, as though such revised liability had been in effect on the date reinsurance for such Insurance Policy commenced pursuant to Section 2.4 , Scope and Timing of Reinsurer’s Liability .  Any difference in the reinsurance premium as a result of such change in liability will be settled without interest.

 

Section 3.8                                    Return of Reinsurance Premiums .  (a) If Ceding Company’s contractual liability under an Insurance Policy is limited solely to a return of premiums paid for such Insurance Policy as a result of a misrepresentation in the application for such Insurance Policy, or suicide of the insured within the suicide exclusion period set forth in such Insurance Policy, Reinsurer will return to Ceding Company the reinsurance premiums paid on such Insurance Policy in lieu of the Reinsured Net Amount at Risk payable under this Agreement for such Insurance Policy.

 

(b)                                  If Ceding Company’s contractual liability for any increase in face amount under an Insurance Policy is limited solely to a return of cost of insurance or monthly deductions for such increase as a result of a misrepresentation in the application for such increase or suicide of the insured within the suicide exclusion period for such increase set forth in such Insurance Policy, Reinsurer will

 

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return to Ceding Company the reinsurance premiums paid solely on such increase and the duty of Reinsurer in connection with the remaining liabilities under such Insurance Policy shall continue.

 

Article IV

Credit for Reinsurance

 

Section 4.1                                    Ceding Company shall establish and maintain proper reserves for the Insurance Policies (i) in accordance with the statutory accounting principles and practices applicable to Ceding Company, (ii) based on Ceding Company’s X factors (if applicable), and (iii) without regard for any additional or conflicting reserve requirements that may be applicable to Reinsurer.  At Ceding Company’s request, Reinsurer will provide Ceding Company with a letter, satisfactory to Ceding Company, verifying that the amount of reserves held by Reinsurer for business reinsured under this Agreement mirrors the reserve credit taken by Ceding Company for the same business.

 

Section 4.2                                    If Reinsurer is unlicensed, unaccredited and unauthorized to transact insurance or reinsurance in Ceding Company’s state of domicile as of the date of Ceding Company’s statutory financial statement filed in such jurisdiction, and as a result Ceding Company would be unable to receive full statutory accounting credit in such jurisdiction for reinsurance ceded hereunder to Reinsurer, Reinsurer shall provide Ceding Company with irrevocable letters of credit, assets in trust, or other forms of collateral agreeable to both Parties, which agreement shall not be unreasonably withheld, that will allow Ceding Company to take full statutory reserve credit for reinsurance ceded under this Agreement (such amount shall include, but not be limited to, amounts for policy reserves, claims and losses incurred and unearned premium reserves).  Reinsurer will bear all costs related to the letters of credit, trust or other forms of collateral.

 

Section 4.3                                    In addition, if Reinsurer is not licensed, accredited or authorized to transact insurance or reinsurance in any jurisdiction where Ceding Company is licensed to transact insurance business, Reinsurer agrees:

 

(a)                                  That, in the event of the failure of Reinsurer to perform its obligations under the terms of this Agreement, Reinsurer, at the request of Ceding Company, shall submit to the jurisdiction of any court of competent jurisdiction in Ceding Company’s state of domicile, will comply with all requirements necessary to give the court jurisdiction, and will abide by the final decision of the court or of any appellate court in the event of an appeal; and

 

(b)                                  To designate the commissioner or a designated attorney in Ceding Company’s state of domicile as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of Ceding Company.  This provision is not intended to conflict with or override the obligation of Ceding Company and Reinsurer to arbitrate any disputes in accordance with the terms of this Agreement.

 

Article V

Regulatory Requirements and Related Matters

 

Section 5.1                                    Cooperation .  The Parties shall cooperate with each other in complying with regulatory requirements and responding to regulatory inquiries associated with the Insurance Policies or this Agreement.

 

Section 5.2                                    Insolvency of Ceding Company .  Reinsurance provided under this Agreement shall be payable by Reinsurer on the basis of Ceding Company’s liability under the Insurance Policies reinsured without diminution, because of the insolvency of Ceding Company.  Reinsurer shall

 

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pay its share of Ceding Company’s liability directly to Ceding Company or its liquidator, receiver, or statutory successor.  Such liquidator, receiver, or statutory successor shall give written notice to Reinsurer of the pendency of a claim against the insolvent Ceding Company involving an Insurance Policy reinsured under this Agreement within a reasonable time after such claim is filed in the insolvency proceeding.  During the pendency of such claim, Reinsurer may investigate the claim and interpose, at its own expense, in the proceeding where the claim is to be adjudicated, any defense or defenses which it may deem available to Ceding Company or Ceding Company’s liquidator, receiver, or statutory successor.  Any expense Reinsurer thus incurs shall be chargeable, subject to court approval, against the insolvent Ceding Company as part of the expense of liquidation to the extent of the proportionate share of the benefit, which may accrue to Ceding Company, solely as a result of the defense undertaken by Reinsurer.  In the event two (2) or more assuming reinsurers are involved in the same claim and a majority in interest elects to interpose a defense to such claim, the expense shall be apportioned in accordance with the terms of this Agreement, as though such expenses had been incurred by Ceding Company.

 

Section 5.3                                    Downgrade or Insolvency of Reinsurer .  (a) Ceding Company shall have the rights set forth in this Section 5.3 if (i) any petition for winding-up, liquidation, rehabilitation or supervision is filed by or against Reinsurer or any order of administrative supervision (or any other form of order that has substantially the same effect) is entered with respect to Reinsurer; (ii) Reinsurer ceases to be rated by A.M. Best or Reinsurer’s A.M. Best rating drops below “B+”; (iii) the total adjusted capital of Reinsurer or Reinsurer’s group or holding company falls below 200% of its company action level risk based capital; (iv) the total adjusted capital of Reinsurer or Reinsurer’s group or holding company falls below 150% of its company action level risk based capital; or (v) Reinsurer seeks a government-backed credit facility or capital infusion (each of clauses (i)-(v) above being considered a “Triggering Event,” regardless of whether any prior Triggering Event has occurred). Upon the occurrence of any Triggering Event, Reinsurer shall within twenty four (24) hours of such occurrence notify Ceding Company. Ceding Company may, in its sole discretion and upon written notice to Reinsurer or Reinsurer’s liquidator, receiver or statutory successor, discontinue ceding any new business to Reinsurer (with no obligation to pay premiums with respect to any such new business) upon the occurrence of a Triggering Event, provided Ceding Company’s option to discontinue is exercised not later than ninety (90) days after any triggering notice is provided by Reinsurer. Such discontinuance shall be effective as of the date the Triggering Event occurred.

 

(b)                                  Upon the occurrence of any Triggering Event, Ceding Company also may, in its sole discretion and upon written notice to Reinsurer or Reinsurer’s liquidator, receiver or statutory successor, select one of the corrective actions set forth below and request that Reinsurer implement such action. Reinsurer shall implement the corrective action, on terms and conditions that are satisfactory to Ceding Company, provided Ceding Company’s request for corrective action is made not later than ninety (90) days after any triggering notice provided by Reinsurer. Ceding Company may choose from the following corrective actions:

 

(i)                                      Reinsurer shall transfer the reinsurance effected under this Agreement and assets necessary to support the related reserves to another reinsurer acceptable to Ceding Company, by assignment of this Agreement or otherwise;

 

(ii)                                   Reinsurer shall place in trust, cash or admitted invested assets having a fair market value equal to the statutory reserve credit taken by Ceding Company in connection with this Agreement; or

 

(iii)                                Reinsurer shall provide an irrevocable letter of credit, payable to Ceding Company, in an amount equal to the statutory reserve credit taken by Ceding Company in connection with this Agreement.

 

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(c)                                   If Ceding Company requests that Reinsurer take one of the actions specified in subsection (b) above and Reinsurer fails to complete such action within a reasonable period (which period shall be thirty (30) days unless the Parties agree otherwise), Ceding Company may, in its sole discretion and with notice to Reinsurer, immediately terminate this Agreement effective as of the date the Triggering Event occurred. Upon such termination, all risk ceded to Reinsurer under this Agreement may, in Ceding Company’s sole discretion, be immediately recaptured by Ceding Company without penalty and without regard for any recapture period limitation; Reinsurer will remain liable for its obligations under this Agreement as specified in subsection (g) below; and no further reinsurance shall be ceded to Reinsurer.

 

(d)                                  If Reinsurer places assets in a trust as described in subsection (b) above, then (i) the trust shall provide Ceding Company with security for the payment of all liabilities assumed by Reinsurer under this Agreement, (ii) the mix of assets in the trust shall be agreeable to both Parties, which agreement shall not be unreasonably withheld, (iii) the trustee will be a qualified United States financial institution (as determined under the insurance laws and regulations of Ceding Company’s state of domicile) selected by Reinsurer and acceptable to Ceding Company, (iv) the rights and duties of Ceding Company and Reinsurer shall be set forth in a trust agreement and in an amendment to this Agreement, on terms that shall be acceptable to Ceding Company and in accordance with the insurance laws and regulations of Ceding Company’s state of domicile, and (v) Reinsurer will bear all costs related to the trust.

 

(e)                                   If Reinsurer provides a letter of credit as described in subsection (b) above, then (i) the letter of credit shall provide Ceding Company with security for the payment of all liabilities assumed by Reinsurer under this Agreement, (ii) the letter of credit will be issued by a qualified United States financial institution (as determined under the insurance laws and regulations of Ceding Company’s state of domicile) selected by Reinsurer and acceptable to Ceding Company, (iii) the rights and duties of Ceding Company and Reinsurer shall be set forth in the letter of credit and in an amendment to this Agreement on terms that shall be acceptable to Ceding Company and in accordance with the insurance laws and regulations of Ceding Company’s state of domicile, and (iv) Reinsurer will bear all costs related to the letter of credit.

 

(f)                                    If Reinsurer establishes a trust or provides a letter of credit in accordance with subsection (b) above but subsequently fails to maintain the trust or letter of credit as required, Ceding Company may, in its sole discretion and with ninety (90) days’ prior written notice to Reinsurer, (i) request that Reinsurer take another action pursuant to subsection (b) above or (ii) immediately terminate this Agreement effective as of the date of the notice. Upon such termination, all risk ceded to Reinsurer under this Agreement may, in Ceding Company’s sole discretion, be immediately recaptured by Ceding Company without penalty and without regard for any recapture period limitation; Reinsurer will remain liable for its obligations under this Agreement as specified in subsection (g) below; and no further reinsurance shall be ceded to Reinsurer.

 

(g)                                   If Ceding Company terminates this Agreement and recaptures the ceded risk as described in subsection (c) or (f) above, Reinsurer will remain liable for any obligations incurred prior to the effective date of the recapture in regard to the recaptured liability. This may include, but is not limited to, any unearned reinsurance premiums, pending claims, incurred but not reported claims, and unpaid allowances on earned reinsurance premiums all as of immediately prior to the effective date of the recapture.

 

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Article VI

Representations and Warranties of Ceding Company

 

Ceding Company makes the following representations and warranties, all as of the date this Agreement is executed:

 

Section 6.1                                    Organization and Standing of Ceding Company .  Ceding Company is a corporation duly organized and validly existing under the laws of the State of Tennessee.

 

Section 6.2                                    Authorization .  Ceding Company has all requisite power and authority to enter into this Agreement, and to perform its obligations hereunder subject to the receipt of any necessary regulatory approval or non-disapproval. The execution and delivery by Ceding Company of this Agreement, and the performance by Ceding Company of its obligations hereunder have been duly authorized and are valid and binding obligations of Ceding Company, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies.

 

Section 6.3                                    No Conflict or Violation .  The execution, delivery and performance of this Agreement will not (a) violate any provision of the Articles of Incorporation, By-laws or other charter or organizational document of Ceding Company; (b) violate, conflict with or result in the breach of any of the terms of, result in any modification of, give any counterparty the right to terminate, or constitute a default under, any contract or other agreement to which Ceding Company is a party; (c) violate any order, judgment or decree applicable to Ceding Company; or (d) subject to the receipt of any necessary regulatory approval or non-disapproval, violate any statute, law or regulation of any jurisdiction applicable to Ceding Company.

 

Article VII

Representations and Warranties of Reinsurer

 

Reinsurer makes the following representations and warranties, all as of the date this Agreement is executed:

 

Section 7.1                                    Organization and Standing of Reinsurer .  Reinsurer is a corporation duly organized, validly existing and in good standing under the laws of the State of             and properly licensed, accredited, certified or authorized to transact insurance or reinsurance in Ceding Company’s state of domicile or any other jurisdiction where Ceding Company may be required to be licensed.  Reinsurer is not a “foreign insurer or reinsurer” within the meaning of § 4372 of the Internal Revenue Code of 1986, as amended.

 

Section 7.2                                    Authorization .  Reinsurer has all requisite power and authority to enter into this Agreement, and to perform its obligations hereunder subject to the receipt of any necessary regulatory approval or non-disapproval. The execution and delivery by Reinsurer of this Agreement, and the performance by Reinsurer of its obligations hereunder have been duly authorized and are valid and binding obligations of Reinsurer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies.

 

Section 7.3                                    No Conflict or Violation .  The execution, delivery and performance of this Agreement will not (a) violate any provision of the Articles of Incorporation, By-laws or other charter or organizational document of Reinsurer; (b) violate, conflict with or result in the breach of any of the

 

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terms of, result in any modification of, give any counterparty the right to terminate, or constitute a default under, any contract or other agreement to which Reinsurer is a party; (c) violate any order, judgment or decree applicable to Reinsurer; or (d) subject to the receipt of any necessary regulatory approval or non-disapproval, violate any statute, law or regulation of any jurisdiction applicable to Reinsurer.

 

Article VIII

Indemnification

 

Section 8.1                                    Indemnification by Ceding Company .  Ceding Company hereby indemnifies and holds Reinsurer harmless from and against all loss, damage, cost and expense of any nature, including legal, accounting and other professional fees, arising from (a) any liability relating to the Insurance Policies that is not reinsured by Reinsurer under this Agreement, (b) any breach of this Agreement by Ceding Company, (c) any inaccuracy or falsity of a representation or warranty made by Ceding Company under this Agreement or (d) except as set forth in Section 3.2 , any extra-contractual liability, fines or penalties relating to Ceding Company’s marketing, underwriting, issuance or administration of the Insurance Policies.

 

Section 8.2                                    Indemnification by Reinsurer .  Reinsurer hereby indemnifies and holds Ceding Company harmless from and against all loss, damage, cost and expense of any nature, including legal, accounting and other professional fees, arising from (a) any liability relating to the Insurance Policies that is reinsured by Reinsurer under this Agreement, (b) any breach of this Agreement by Reinsurer or (c) any inaccuracy or falsity of a representation or warranty made by Reinsurer under this Agreement.

 

Section 8.3                                    Notice of Potential Liability .  Promptly after receipt by an indemnified party hereunder of notice of any demand, claim or circumstances which, with or without the lapse of time, would give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation that may result in an indemnified liability, the indemnified party shall give notice of the potential liability to the indemnifying party. The notice shall (a) describe the potential liability in reasonable detail, (b) indicate the amount (estimated, if necessary) of the loss that has been or may be suffered by the indemnified party and (c) include a statement as to the basis for the indemnification sought. Failure to provide notice in a timely manner shall not be deemed a waiver of the indemnified party’s right to indemnification except to the extent that such failure prejudices the defense of the claim by the indemnifying party.

 

Section 8.4                                    Opportunity to Defend .  The indemnifying party may elect to defend, at its own expense and by its own counsel, any potential liability covered by this Article; provided, however, that the indemnifying party may not compromise or settle any such liability without the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed). If the indemnifying party elects to defend the potential liability, it shall within thirty (30) days from receipt of the notice required by Section 8.3 notify the indemnified party of its intent to do so, and the indemnified party shall cooperate in the defense at its own expense.

 

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Article IX

Termination and Recapture

 

Ceding Company or Reinsurer may terminate this Agreement as set forth below in this Article IX .

 

Section 9.1                                    Termination by Ceding Company .  Ceding Company may terminate this Agreement:

 

(a)                                  In accordance with Section 5.3 ;

 

(b)                                  Upon giving thirty (30) days’ prior written notice (such period to be measured from the date the notice is received) to Reinsurer for any breach by Reinsurer of its obligations or representations under this Agreement, if the breach is not cured during such notice period;

 

(c)                                   Upon giving ninety (90) days’ prior written notice to Reinsurer, without cause;

 

(d)                                  Should Reinsurer become, or has announced its intention to become, merged with, acquired by or controlled by any other entity or individual(s) not controlling Reinsurer’s operations previously.

 

Section 9.2                                    Termination by Reinsurer .  Reinsurer may terminate this Agreement:

 

(a)                                  Upon giving thirty (30) days’ prior written notice (such period to be measured from the date the notice is received) to Ceding Company for non-payment of undisputed reinsurance premiums by Ceding Company, if not cured during such notice period;

 

(b)                                  Upon giving ninety (90) days’ prior written notice to Ceding Company, without cause.

 

Section 9.3                                    Effect of Termination .  Except as set forth in Section 9.4 , all liabilities ceded under this Agreement and all duties of the Parties in connection with those liabilities, shall continue to the same extent and in the same manner as if this Agreement had not been terminated. Reinsurer will not accept new business from Ceding Company after the effective date of termination, unless the application signed date for such business precedes such termination date or such business is issued pursuant to the exercise of a contractual right by a policyholder under an Insurance Policy or other insurance policy previously reinsured under this Agreement.

 

Section 9.4                                    Recapture upon Termination .  Ceding Company, at its sole option, may recapture any or all of the liability ceded to Reinsurer under this Agreement without penalty and without regard for any recapture period limitation if this Agreement is terminated pursuant to Section 9.1(b) . If Ceding Company exercises its option to recapture risks under this Section, Ceding Company shall give Reinsurer thirty (30) days’ written notice of its intent to recapture. Reinsurer will remain liable for any obligations incurred prior to the effective date of the recapture in regard to the recaptured liability. This may include, but is not limited to, any unearned reinsurance premiums, pending claims, incurred but not reported claims, and unpaid allowances on earned reinsurance premiums all as of immediately prior to the effective date of the recapture.

 

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Article X

Miscellaneous Provisions

 

Section 10.1                             Amendments and Assignability .  This Agreement may not be altered, modified, or in any way amended except by a written instrument duly executed by the proper officers of both Parties to this Agreement. Subject to Section 5.3(b) , this Agreement may not be assigned by either Party unless such assignment is agreed to in writing by the Parties. The provisions of this section are not intended to preclude Reinsurer from retroceding the reinsurance on an indemnity basis, Ceding Company from reinsuring all or a portion of its Retention to an affiliate of Ceding Company or either Party from merging with and into an affiliate.

 

Section 10.2                             Dispute Resolution. (a) In the event of a dispute arising out of or relating to this Agreement that cannot be resolved in the ordinary course of business, the Parties agree to the following process of dispute resolution. Within thirty (30) days after Reinsurer or Ceding Company has first given the other Party written notification of a specific dispute, each Party will appoint a designated company officer with the appropriate and relevant knowledge and expertise concerning the issue(s) to attempt to resolve the dispute. The officers will meet at a mutually agreeable location as soon as possible and as often as necessary, in order to gather and furnish the other with all appropriate and relevant information concerning the dispute. The officers will discuss the problem and will negotiate in good faith without the necessity of any formal arbitration proceedings. During the negotiation process, all reasonable requests made by one officer to the other for information will be honored. The designated officers will decide the specific format for such discussions.

 

(b)                                  If the officers cannot resolve the dispute within thirty (30) days of their first meeting, the dispute will be submitted to formal arbitration, unless the Parties agree in writing to extend the negotiation period for an additional thirty (30) days.

 

Section 10.3                             Arbitration .  (a) All disputes or differences between the Parties arising under or relating to this Agreement upon which an amicable understanding cannot be reached shall be decided by arbitration pursuant to the terms of this section. Except as otherwise provided in this Agreement, the arbitration proceeding shall be conducted in accordance with the arbitration rules of the AIDA Reinsurance and Insurance Arbitration Society — U.S. (ARIAS-U.S.) in effect at the time of the dispute.

 

(b)                                  The panel of arbitration provided for herein shall give effect to the terms and conditions of this Agreement and, to the extent necessary to resolve any ambiguity, shall consider the prevailing customs and practices for reinsurance in the life and health insurance industry in the United States.

 

(c)                                   The panel of arbitrators shall consist of three arbitrators who must be officers of life and health insurance or reinsurance companies (other than the Parties to this Agreement, their affiliates or any reinsurer or retrocessionaire having an interest in the business covered by this Agreement) familiar with the prevailing customs and practices for reinsurance in the life and health insurance industry in the United States. Each arbitration under this Agreement shall be held in Birmingham, Alabama and conducted in English.

 

(d)                                  Within thirty (30) days of written demand of any Party to arbitrate any dispute, Ceding Company and Reinsurer shall each appoint an arbitrator and notify the other Party of the name and address of their arbitrator. The two arbitrators so appointed shall thereupon select a neutral third arbitrator who satisfies the requirements of subsection (c) above.  If either Party shall fail to appoint an arbitrator as herein provided, or should the two arbitrators so named fail to select a third arbitrator within

 

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thirty (30) days of their appointment, then in either event, either Party may request ARIAS-U.S. to appoint a neutral third arbitrator who satisfies the requirements of subsection (c) above. The three arbitrators so selected shall constitute the panel of arbitrators.

 

(e)                                   A decision of a majority of said panel shall be final and binding and there shall be no appeal therefrom, unless (i) the decision was procured by corruption, fraud or other undue means; (ii) there was evident partiality by an arbitrator appointed as a neutral or corruption in any of the arbitrators or misconduct prejudicing the rights of any party; or (iii) the arbitrators exceeded their powers.  The panel shall not be bound by legal rules of procedure and may receive evidence in such a way as to do justice between the Parties.  The panel shall enter an award which shall do justice between the Parties and the award shall be supported by written opinion.

 

(f)                                    The cost of arbitration, including the fees of the arbitrators, shall be borne equally by the Parties unless the panel of arbitrators shall decide otherwise.

 

(g)                                   Either Party may seek to enforce an arbitration award in the State of Alabama, in State or Federal court. Toward that end, Ceding Company and Reinsurer agree to submit to the non-exclusive jurisdiction of such courts and waive any objection which they may have to the laying of venue of any such proceeding brought in such courts and any claim that such proceeding was brought in an inconvenient forum. In addition, Ceding Company and Reinsurer hereby consent to service of process out of such courts at the addresses set forth in Section 10.12 .

 

Section 10.4                             Confidentiality .   The Parties will comply with all applicable state and federal privacy laws and requirements.  In addition, each Party (a) will keep the business, Insurance Policy and other records of the other Party confidential, (b) will not disclose or reveal such records to anyone, and (c) will not use the records for any purpose whatsoever, other than performing its responsibilities under this Agreement, unless (d) the Party is legally required to disclose or reveal the information contained in such records. In that event, the information shall be disclosed only to the extent legally required and only after giving ten (10) days’ prior notice to the other Party. For the avoidance of doubt, the foregoing shall not require Ceding Company to keep its own records with respect to the business and the Insurance Policies ceded hereunder confidential in such manner.

 

Section 10.5                             Counterparts .  This Agreement may be executed and delivered in separate counterparts (including via facsimile or other electronic transmission), each of which shall be deemed an original copy of this Agreement, and all of which, taken together, shall be deemed to constitute one and the same agreement.

 

Section 10.6                             Entire Agreement .  This Agreement, including any offer and acceptance under Section 2.2 , represents the entire understanding between the Parties concerning the subject matter contained herein and supersedes all other agreements between the Parties, oral or written, respecting the subject matter hereof.  This Agreement shall be binding on the Parties, their permitted assigns, delegees and successors (including, without limitation, any liquidator, rehabilitator, receiver or conservator of a Party). Any documents setting forth the agreement to special acceptances shall be deemed part of the Agreement with the same force and effect as a formal amendment.

 

Section 10.7                             Exhibits and Schedules .  All exhibits and schedules to this Agreement are attached hereto and are incorporated herein by reference.

 

Section 10.8                             Governing Law .  This Agreement shall be construed in accordance with the laws of the State of Tennessee without giving effect to the principles of conflicts of law thereof.

 

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Section 10.9                             Headings .  The headings in this Agreement are inserted for convenience and identification purposes only and are not intended to describe, interpret, define, or limit the scope, the extent or intent of this Agreement nor any provision hereof.

 

Section 10.10                      Interest .  Any amount due and unpaid under this Agreement shall accrue interest at a rate calculated in accordance with this Section.  Interest shall be calculated from the day following the date the payment is due and payable to the day such payment is mailed, regardless of any intervening holidays or weekends.  The rate of interest charged each month shall be the lesser of (i) the 30 Day London Interbank Offering Rate (LIBOR) as published in the Money Rate Section (or any successor section) of the Wall Street Journal on the first business day following the date the payment is due and payable, or (ii) the maximum rate allowed by law in Ceding Company’s state of domicile.

 

Section 10.11                      Matters Covered by Attorney-Client Privilege .  The Parties’ obligations to provide information and materials to each other under this Agreement shall not apply to any information or material that is covered by the attorney-client privilege.

 

Section 10.12                      Notices .  Any notice or request required or permitted to be given under this Agreement shall be in writing and shall be deemed to be properly given, made and received on the date it is personally delivered to the Party to whom it is given, or is received by overnight delivery or telefacsimile (followed by telephone confirmation with the intended recipient) by the Party to whom it is given, and is directed to the Party at the address shown below unless such address is changed by prior written notice delivered in accordance with this Section. Notwithstanding the preceding limitation on the form of notice, the Parties may use electronic mail (with documentation of receipt) for all general and routine communications. For purposes of Section 10.12 , the notices required under Section 2.5, Article V and Article IX are not considered “general and routine communications.”

 

 

Ceding Company:

Protective Life Insurance Company

 

 

2801 Highway 280 South

 

 

P.O. Box 2606

 

 

Birmingham, Alabama 35202

 

 

Attn: General Counsel

 

 

Fax: 205-268-3597

 

 

 

 

Reinsurer:

[Reinsurer’s full legal name]

 

 

[street address — for overnight courier]

 

 

[city/state/street address zip code]

 

 

Attn: President and General Counsel

 

 

Fax:

 

Section 10.13                      Offset .  Any debts or credits, matured or unmatured, liquidated or unliquidated, regardless of when they arose or were incurred, in favor of or against either Ceding Company or Reinsurer with respect to this Agreement or any other agreement between the Parties or in accordance with applicable law, are deemed mutual debts or credits, as the case may be, and shall be set off, and only the balance shall be allowed or paid.

 

Section 10.14                      Other Instruments .  Ceding Company and Reinsurer shall promptly execute and deliver all additional instruments and shall promptly take all reasonable actions in order to carry out the purposes of this Agreement.

 

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Section 10.15                      Press Releases .  No press release announcing the transactions contemplated by this Agreement shall be issued by either Party unless required by law or the Parties mutually agree.

 

Section 10.16                      Severability .  If any term or provision under this Agreement shall be held or made invalid, illegal or unenforceable by a court decision, statute, rule or otherwise, such term or provision shall be amended to the extent necessary to conform with the law, and all of the other terms and provisions of this Agreement shall remain in full force and effect. If the term or provision held to be invalid, illegal or unenforceable is also held to be a material part of this Agreement, such that the Party in whose favor the material term or provision was stipulated herein would not have entered into this Agreement without such term or provision, then the Party in whose favor the material term or provision was stipulated shall have the right, upon such holding, to terminate this Agreement, subject to Section 9.3 of this Agreement.

 

Section 10.17                      Third Party Beneficiaries .  Nothing contained in this Agreement, express or implied, is intended to confer any rights or remedies on any person other than the Parties.  In addition, nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third party to any Party to this Agreement.

 

Section 10.18                      Waiver of Breach .  Neither the failure nor any delay on the part of Ceding Company or Reinsurer to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege shall preclude the further exercise of that right, remedy, power or privilege or the exercise of any other right, remedy, power or privilege. No waiver of any right, remedy, power or privilege with respect to any occurrence shall be construed as a waiver of that right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in writing and signed by the Party granting the waiver.

 

Section 10.19                      Foreign Account Tax Compliance Act (FATCA) .  (a) As a condition precedent to the payment of amounts due to Reinsurer under the terms of this Agreement, Reinsurer agrees to provide Ceding Company in a timely manner with a valid and properly completed and signed form W-8BEN, W-8BEN-E, or W-9, as applicable, and/or any other documentation reasonably requested by Ceding Company or otherwise required by U.S. law, including but not limited to the U.S. Internal Revenue Code (“IRC”) and the related U.S. Treasury regulations, for compliance with  Chapters, 3, 4, and 61 of the IRC and the related  regulations. To the extent that any payment to Reinsurer under this Agreement (including but not limited to the reinsurance premium) is subject to the deduction and withholding of taxes or is otherwise required to be withheld, in whole or in part, pursuant to the IRC and the related regulations (a “Tax Withholding”), Reinsurer acknowledges and agrees that such Tax Withholding shall be allowed with respect to any such payments under this Agreement and shall be calculated based on the gross payment amount due to Reinsurer without reduction for expense allowances or other offsets such as claims reimbursements. Said Tax Withholding on behalf of Ceding Company shall not diminish or otherwise affect Reinsurer’s liability for the reinsured obligations under this Agreement, and Ceding Company shall not be responsible for or bear any additional costs related to such loss of income to Reinsurer as a result of Reinsurer’s non-compliance with the IRC and the related regulations.

 

(b)                                  In the event of any return of reinsurance premium becoming due hereunder, the return premium will be determined and paid in full to Ceding Company without regard to any amounts previously deducted or withheld as a Tax Withholding under this section. In the event Ceding Company or its agent recovers any such prior Tax Withholdings with respect to the returned reinsurance premium from the United States Government, Ceding Company or its agent will reimburse Reinsurer for such recovered prior Tax Withholding amounts.

 

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Section 10.20                      Sanctions .  Neither Ceding Company nor Reinsurer shall be liable for premium or loss under this Agreement if it would result in a violation of any mandatory sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the United States of America that are applicable to either Party.

 

Section 10.21                      Letter of Credit .  (a) Reinsurer shall provide or cause to be provided a clean, irrevocable and unconditional letter of credit payable to Ceding Company, substantially in the form attached as Exhibit H , for so long as there are Insurance Policies reinsured under this Agreement. The letter of credit shall contain those provisions necessary to effect the terms and conditions of this Agreement, shall comply with the credit for reinsurance requirements of the State of Tennessee and shall be issued by a qualified United States financial institution (as determined under the insurance laws and regulations of Ceding Company’s state of domicile) selected by Reinsurer and acceptable to Ceding Company.

 

(b)                                  In connection with the closing of the transactions contemplated by this Agreement, Reinsurer shall provide a letter of credit having available cash at least equal to one hundred percent (100%) of the statutory reserves that Ceding Company was required to maintain in connection with the liability ceded under this Agreement.  Within forty-five (45) days after the end of each calendar quarter, Ceding Company shall report to Reinsurer concerning the amount of statutory reserves that Ceding Company was required to maintain in connection with the ceded liability as of the quarter end.  If the cash available under the letter of credit is less than one hundred percent (100%) of the statutory reserves reported by Ceding Company, Reinsurer shall, within seven (7) business days of receipt of Ceding Company’s report, cause the cash available under the letter of credit to be increased so as to eliminate the shortfall.

 

(c)                                   Ceding Company shall have the right to draw upon the letter of credit at any time, notwithstanding any other provisions in this Agreement and without notice to Reinsurer. Cash drawn from the letter of credit by Ceding Company may be utilized by Ceding Company or any successor by operation of law of Ceding Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of Ceding Company, only in accordance with the following section, “Use of Cash by Ceding Company.”

 

Section 10.22                      Use of Cash by Ceding Company .  (a) Ceding Company may use cash drawn upon the letter of credit only for the following purposes:

 

(i)                                      to reimburse Ceding Company for Reinsurer’s share of premiums returned to owners of the Insurance Policies on account of cancellations of such Insurance Policies;

 

(ii)                                   to reimburse Ceding Company for Reinsurer’s share of surrenders and benefits or losses paid by Ceding Company under the terms and provisions of the Insurance Policies;

 

(iii)                                to fund an account with Ceding Company that will allow Ceding Company to take full statutory reserve credit for reinsurance ceded under this Agreement (such amount shall include, but not be limited to, amounts for policy reserves, claims and losses incurred and unearned premium reserves); and

 

(iv)                               to pay any other amounts Ceding Company claims are due under this Agreement.

 

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Subparagraphs (i) through (iv) will be applied without diminution because of insolvency on the part of Ceding Company or Reinsurer.

 

(b)                                  Ceding Company agrees to return promptly to Reinsurer any cash drawn upon the letter of credit in excess of the actual amounts required for subparagraphs (i) through (iii), above, or in the case of subparagraph (iv), any amounts that are subsequently determined not to be due.

 

(c)                                   Receipt by Ceding Company of cash drawn upon the letter of credit shall constitute payment by Reinsurer pursuant to this Agreement and shall discharge Reinsurer of the obligation that gave rise to the draw.

 

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers on the dates set forth below.

 

PROTECTIVE LIFE INSURANCE COMPANY (“Ceding Company”)

REINSURER’S LEGAL NAME (“Reinsurer”)

 

 

 

 

 

By:

 

 

By:

 

Print Name:

 

 

Print Name:

 

Title:

 

 

Title:

 

Date:

 

 

Date:

 

 

23

 

Exhibit 99.11

 

MAX BERUEFFY

Senior Associate Counsel

Writer’s Direct Number: (205)268-3581

Facsimile Number: (205)268-3597

Toll-Free Number: (800)627-0220

 

July 19, 2019

 

Protective Life Insurance Company

2801 Highway 280 South

Birmingham, Alabama 35223

 

Gentlemen:

 

This opinion is submitted with respect to the registration statement on Form N-6, file number 811-7337, to be filed by Protective Life Insurance Company (the “Company”), as depositor, and Protective Variable Life Separate Account (the “Separate Account”), as registrant, with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.  As of the date of this opinion, the flexible premium variable life policies registered under this registration statement most likely will be known as “[Protective Strategic Objectives II.]” I have examined such documents and such law as I considered necessary and appropriate, and on the basis of such examination, it is my opinion that:

 

1.                                       The Company is a corporation duly organized and validly existing as a stock life insurance company under the laws of the State of Tennessee and is a validly existing corporation.

 

2.                                       The Separate Account is a duly authorized and validly existing separate account pursuant to the Tennessee Insurance Code and the regulations issued thereunder.

 

3.                                       Assets allocated to the Separate Account will not be chargeable with liabilities arising out of any other business the Company may conduct.

 

4.                                       The Contracts, to be issued as contemplated by the Form N-6 registration statement, when issued and delivered will constitute legally issued and binding obligations of the Company in accordance with their terms.

 

I hereby consent to the filing of this opinion as an exhibit to the Form N-6 registration statement for the Contracts and the Separate Account.

 

 

Very truly yours,

 

 

 

/s/ Max Berueffy

 

 

 

Max Berueffy

 

Senior Associate Counsel

 

Exhibit 99.18

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and the Chief Accounting Officer of Protective Life Insurance Company, a Tennessee corporation, (“Company”) by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Richard J. Bielen, Max Berueffy or Steven G. Walker, and each or any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the following Registration Statement on Form N-6 filed by the Company, with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 and the Investment Company Act of 1940:

 

[Protective Strategic Objectives II]                                  File No. 333-         

 

Further, each of the undersigned authorizes said attorney-in-fact, and each of them, to execute and sign any and all pre-effective amendment and post-effective amendment to such Registration Statement, and to file same, with all exhibits and schedules thereto and all other documents in connection therewith, with the Securities and Exchange Commission and with such state securities authorities as may be appropriate, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes of the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent or any of them which they may lawfully do in the premises or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand and sealed this 28 th  day of June 2019.

 

 

/s/Steven G. Walker

 

/s/Richard J. Bielen

Steven G. Walker

 

Richard J. Bielen

 

 

 

 

 

 

/s/Carl S. Thigpen

 

/s/Michael G. Temple

Carl S. Thigpen

 

Michael G. Temple

 

 

 

 

 

 

WITNESS TO ALL SIGNATURES:

 

 

 

 

 

 

 

 

/s/Max Berueffy

 

 

Max Berueffy