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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
FILE NO. 33-61599
FILE NO. 811-7337
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
POST-EFFECTIVE AMENDMENT NO. 3
------------------------
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
(Exact Name of Trust)
PROTECTIVE LIFE INSURANCE COMPANY
(Name of Depositor)
2801 Highway 280 South
Birmingham, Alabama 35223
(Address of Depositor's Principal Executive Offices)
COPY TO:
Nancy Kane, Esquire Stephen E. Roth, Esquire
2801 Highway 280 South Sutherland, Asbill & Brennan
Birmingham, Alabama 35223 1275 Pennsylvania Avenue, N.W.
(Name and Address of Agent Washington, D.C. 20004-2404
for Service of Process)
It is proposed that this filing become effective (check appropriate box):
/ / immediately upon filing pursuant to paragraph (b) of Rule 485;
/X/ on May 1, 1998 pursuant to paragraph (b) of Rule 485;
/ / 60 days after filing pursuant to paragraph (a) of Rule 485;
/ / on (date) pursuant to paragraph (a)(i) of Rule 485
TITLE OF SECURITIES BEING REGISTERED: INTERESTS IN A SEPARATE
ACCOUNT ISSUED THROUGH VARIABLE LIFE INSURANCE POLICIES.
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PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
REGISTRATION STATEMENT ON FORM S-6
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
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<S> <C>
1 Cover Page
2 Cover Page
3 Inapplicable
4 Sale of the Policies
5 Protective Variable Life Separate Account
6 Protective Variable Life Separate Account
7 Inapplicable
8 Inapplicable
9 Legal Matters
10(a) The Policy
10(b) The Policy
10(c) Surrender Privilege; Withdrawal Privilege; Policy Loans; Payment Options
10(d) Cancellation Privilege; Special Transfer Privilege; Exchange Privilege; Withdrawal
Privilege; Policy Loans; Payment Options
10(e) Policy Lapse and Reinstatement
10(f) Voting Rights
10(g),(h) Other Investors in the Funds; Addition, Deletion and Substitution of Investments; Voting
Rights; Purchasing a Policy; Changes in the Policy or Benefits
10(i) Other Policy Benefits and Provisions; Death Benefit Proceeds; Payment Options; The Fixed
Account; Maturity Benefits; Limits on the Right to Contest the Policy; Suspension or Delay
of Payments; Arbitration; Supplemental Benefits and/or Riders; Tax Considerations
11 The Funds
12 The Funds
13 Charges and Deductions; Sale of the Policies; Illustrations of Policy Values, Surrender
Values, Death Benefits and Accumulated Premiums
14 Purchasing a Policy; Cancellation Privilege; Premium Payments; Net Premium Allocations;
15 Purchasing a Policy; Cancellation Privilege; Premium Payments; Net Premium Allocations;
16 The Funds
17 Captions referenced under Items 10(c), (d), and (e) above
18 Protective Variable Life Separate Account; The Funds; Calculation of Policy Values; Tax
Considerations
19 Voting Rights; Reports to Policy Owners; Sale of the Policies
20 Captions referenced under Items 6 and 10(g) above
21 Policy Loans
22 Protective Variable Life Separate Account; Financial Statements
</TABLE>
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<TABLE>
<CAPTION>
FORM N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
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<S> <C>
23 Inapplicable
24 Protective Life Directors and Executive Officers; State Regulation
25 Protective Life Insurance Company
26 Charges and Deductions
27 Protective Life Insurance Company
28 Protective Life Directors and Executive Officers
29 Protective Life Insurance Company
30 Inapplicable
31 Inapplicable
32 Inapplicable
33 Inapplicable
34 Sale of the Policies
35 Protective Life Insurance Company
36 Inapplicable
37 Inapplicable
38 Sale of the Policies
39 Sale of the Policies
40 Sale of the Policies
41(a) Sale of the Policies
42 Inapplicable
43 Inapplicable
44(a) Calculation of Policy Values; Premium Payments; Charges and Deductions
44(b) Charges and Deductions
44(c) Charges and Deductions
45 Inapplicable
46 Calculation of Policy Values; Surrender Privilege; Withdrawal Privilege; Charges and
Deductions; Illustrations of Policy Values, Surrender Values, Death Benefits and
Accumulated Premiums
47 Inapplicable
48 Inapplicable
49 Inapplicable
50 Inapplicable
51 Summary and Diagram of the Policy; The Policy; Policy Benefits
52 Addition, Deletion and Substitution of Investments
53 Tax Considerations
54 Inapplicable
55 Inapplicable
56 Inapplicable
57 Inapplicable
58 Inapplicable
59 Financial Statements
</TABLE>
<PAGE>
PROSPECTUS
INDIVIDUAL FLEXIBLE PREMIUM VARIABLE AND FIXED LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
Issued by: PROTECTIVE LIFE INSURANCE COMPANY
2801 Highway 280 South
Birmingham, Alabama 35223
Telephone (800) 866-3555
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This prospectus describes an individual flexible premium variable and fixed
life insurance policy (the "Policy") offered by Protective Life Insurance
Company ("Protective Life"). The Policy is designed to provide insurance
protection on the life of the Insured named in the Policy, and at the same time
provide the Owner with the flexibility to vary the amount and timing of premium
payments and, within certain limits, to change the amount of death benefits
payable under the Policy. This flexibility permits the Owner to provide for
changing insurance needs with a single insurance policy. This Policy may not be
available in all jurisdictions.
The Owner may, within limits, allocate Net Premium payments and Policy Value
to one or more Sub-Accounts of the Protective Variable Life Separate Account
(the "Variable Account") and Protective Life's general account (the "Fixed
Account"). Discussions of values under the Policy in this prospectus generally
relate only to the values allocated to the Variable Account. The assets of each
Sub-Account of the Variable Account are invested in a corresponding investment
portfolio (each, a "Fund") of Protective Investment Company, Oppenheimer
Variable Account Funds, MFS-Registered Trademark- Variable Insurance Trust and
Calvert Variable Series, Inc..
The prospectuses for the Funds describe the investment objective(s) and
risks of investing in the Sub-Account corresponding to each. The Owner bears the
entire investment risk for Policy Value allocated to a Sub-Account.
Consequently, except as to Policy Value allocated to the Fixed Account, the
Policy has no guaranteed minimum Surrender Value.
It may not be advantageous to replace existing insurance with this Policy.
Within certain limits, you may return the Policy, or convert it to a Policy that
provides benefits that do not vary with the investment results of a separate
account by exercising the Special Transfer Right.
POLICIES (EXCEPT FOR POLICIES ISSUED IN CERTAIN STATES) INCLUDE AN
ARBITRATION PROVISION THAT MANDATES RESOLUTION OF ALL DISPUTES ARISING UNDER THE
POLICY THROUGH BINDING ARBITRATION. THIS PROVISION IS INTENDED TO RESTRICT AN
OWNER'S ABILITY TO LITIGATE SUCH DISPUTES. SEE "ARBITRATION".
Please read this prospectus and the prospectus for each of the Funds
carefully and retain copies for future reference. This prospectus must be
accompanied or preceded by the current prospectus for each of the Funds.
AN INVESTMENT IN THE POLICY IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, NOR IS THE POLICY FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN
THE POLICY INVOLVES CERTAIN RISKS, INCLUDING THE LOSS OF PREMIUM PAYMENTS
(PRINCIPAL).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
May 1, 1998
<PAGE>
PROSPECTUS CONTENTS
<TABLE>
<CAPTION>
PAGE
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DEFINITIONS OF TERMS....................................................................................... 5
SUMMARY AND DIAGRAM OF THE POLICY.......................................................................... 7
EXPENSE TABLES............................................................................................. 10
GENERAL INFORMATION ABOUT PROTECTIVE LIFE, THE VARIABLE ACCOUNT AND THE FUNDS.............................. 12
Protective Life Insurance Company........................................................................ 12
Protective Variable Life Separate Account................................................................ 12
The Funds................................................................................................ 13
- The PIC Funds........................................................................................ 13
- The Oppenheimer Funds................................................................................ 14
- The MFS Funds........................................................................................ 14
- The Calvert Variable Series.......................................................................... 15
Other Investors in the Funds............................................................................. 15
Addition, Deletion or Substitution of Investments........................................................ 16
Voting Rights............................................................................................ 17
THE POLICY................................................................................................. 17
Purchasing a Policy...................................................................................... 17
Cancellation Privilege................................................................................... 18
Premium Payments......................................................................................... 18
- Minimum Initial Premium Payment...................................................................... 18
- Planned Periodic Premium Payments.................................................................... 18
- Unscheduled Premium Payments......................................................................... 19
- Premium Payment Limitations.......................................................................... 19
- No-Lapse Guarantee................................................................................... 19
- Premium Payments Upon Increase in Face Amount........................................................ 19
Net Premium Allocations.................................................................................. 19
Policy Lapse and Reinstatement........................................................................... 20
- Lapse................................................................................................ 20
- Reinstatement........................................................................................ 20
Special Transfer Privilege............................................................................... 21
CALCULATION OF POLICY VALUES............................................................................... 21
Variable Account Value................................................................................... 21
- Determination of Units............................................................................... 21
- Determination of Unit Value.......................................................................... 21
- Net Investment Factor................................................................................ 21
Fixed Account Value...................................................................................... 22
POLICY BENEFITS............................................................................................ 22
Transfers of Policy Values............................................................................... 22
- General.............................................................................................. 22
- Telephone Transfers.................................................................................. 22
- Reservation of Rights................................................................................ 22
- Dollar Cost Averaging................................................................................ 22
- Portfolio Rebalancing................................................................................ 23
Surrender Privilege...................................................................................... 23
Withdrawal Privilege..................................................................................... 23
</TABLE>
2
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<TABLE>
<CAPTION>
PAGE
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<S> <C>
Policy Loans............................................................................................. 24
- General.............................................................................................. 24
- Loan Collateral...................................................................................... 24
- Loan Repayment....................................................................................... 24
- Interest............................................................................................. 25
- Non-Payment of Policy Loan........................................................................... 25
- Effect of a Policy Loan.............................................................................. 25
Maturity Benefits........................................................................................ 25
Death Benefit Proceeds................................................................................... 25
- Calculation of Death Benefit Proceeds................................................................ 26
- Death Benefit Options................................................................................ 26
- Changing the Death Benefit Option.................................................................... 26
- Changing the Face Amount............................................................................. 26
- Additional Coverage from Term Rider for Covered Insured ("CIR")...................................... 27
Settlement Options....................................................................................... 28
- Minimum Amounts...................................................................................... 28
- Other Requirements................................................................................... 28
THE FIXED ACCOUNT.......................................................................................... 28
The Fixed Account........................................................................................ 29
Interest Credited on Fixed Account Value................................................................. 29
Payments from the Fixed Account.......................................................................... 29
CHARGES AND DEDUCTIONS..................................................................................... 29
Premium Expense Charges.................................................................................. 29
- Sales Charge......................................................................................... 29
- Federal Tax Charge................................................................................... 29
- Other Taxes.......................................................................................... 30
- Premium Tax Charge................................................................................... 30
Monthly Deduction........................................................................................ 30
- Cost of Insurance Charge............................................................................. 30
- Cost of Insurance Charge Under a CIR................................................................. 31
- Legal Considerations Relating to Sex -- Distinct Premium Payments and Benefits....................... 31
- Monthly Administration Fee........................................................................... 31
- Supplemental Benefit and/or Rider Charges............................................................ 32
- Mortality and Expense Risk Charge.................................................................... 32
Transfer Fee............................................................................................. 32
Surrender Charge (Contingent Deferred Sales Charges)..................................................... 32
Withdrawal Charge........................................................................................ 33
Fund Expenses............................................................................................ 33
Exchange Privilege....................................................................................... 33
Effect of the Exchange Offer............................................................................. 36
- Tax Considerations................................................................................... 36
- Sales Commissions.................................................................................... 36
ILLUSTRATIONS OF POLICY VALUES, SURRENDER VALUES, DEATH BENEFITS AND ACCUMULATED
PREMIUMS.................................................................................................. 36
OTHER POLICY BENEFITS AND PROVISIONS....................................................................... 46
Limits on Rights to Contest the Policy................................................................... 46
- Incontestability..................................................................................... 46
- Suicide Exclusion.................................................................................... 46
Changes in the Policy or Benefits........................................................................ 46
- Misstatement of Age or Sex........................................................................... 46
- Other Changes........................................................................................ 46
Suspension or Delay of Payments.......................................................................... 46
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Reports to Policy Owners................................................................................. 46
Assignment............................................................................................... 46
Arbitration.............................................................................................. 47
Supplemental Benefits and/or Riders...................................................................... 47
- Children's Term Life Insurance Rider................................................................. 47
- Accidental Death Benefit Rider....................................................................... 47
- Disability Benefit Rider............................................................................. 47
- Guaranteed Insurability Rider........................................................................ 47
- Protected Insurability Benefit Rider................................................................. 47
- Term Rider for Covered Insured....................................................................... 47
Reinsurance.............................................................................................. 48
USES OF THE POLICY......................................................................................... 48
TAX CONSIDERATIONS......................................................................................... 48
Introduction............................................................................................. 48
Tax Status of Protective Life............................................................................ 49
Taxation of Life Insurance Policies...................................................................... 49
- Tax Status of the Policy............................................................................. 49
-- Diversification Requirements....................................................................... 49
-- Ownership Treatment................................................................................ 49
- Tax Treatment of Life Insurance Death Benefit Proceeds............................................... 50
- Tax Deferral During Accumulation Period.............................................................. 50
Policies Which Are Not MEC's............................................................................. 50
-- Tax Treatment of Withdrawals Generally............................................................. 50
-- Certain Distributions Required by the Tax Law in the First 15 Policy Years......................... 50
-- Tax Treatment of Loans............................................................................. 51
Policies Which Are MEC's................................................................................. 51
-- Characterization of a Policy as a MEC.............................................................. 51
-- Tax Treatment of Withdrawals, Loans, Assignments and Pledges under MECs............................ 51
-- Penalty Tax........................................................................................ 52
-- Aggregation of Policies............................................................................ 52
- Treatment of Maturity Benefits and Extension of Maturity Date........................................ 52
- Actions to Ensure Compliance with the Tax Law........................................................ 52
- Other Considerations................................................................................. 52
Federal Income Tax Withholding........................................................................... 52
OTHER INFORMATION ABOUT THE POLICIES AND PROTECTIVE LIFE................................................... 53
Sale of the Policies..................................................................................... 53
Corporate Purchasers..................................................................................... 53
Protective Life Directors and Executive Officers......................................................... 54
State Regulation......................................................................................... 55
Additional Information................................................................................... 55
Preparation for Year 2000................................................................................ 55
Experts.................................................................................................. 56
Legal Matters............................................................................................ 56
Financial Statements..................................................................................... 56
APPENDICES
A-Examples of Death Benefit Options...................................................................... A-1
</TABLE>
4
<PAGE>
DEFINITIONS OF TERMS
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 to whom the Death Benefit Proceeds are paid upon the
death of the Insured. Primary, contingent, and irrevocable Beneficiaries may be
named.
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.
CODE -- The Internal Revenue Code of 1986, as amended.
DEATH BENEFIT -- The amount payable to the Beneficiary under a Death Benefit
Option before adjustments if the Insured dies while the Policy is in force.
DEATH BENEFIT OPTION -- One of two options that an Owner may select for the
computation of Death Benefit Proceeds. Face Amount (Option 1), or Face Amount
Plus Policy Value (Option 2).
DEATH BENEFIT PROCEEDS -- The amount payable to the Beneficiary if the Insured
dies while the Policy is in force and is equal to the Death Benefit plus any
death benefit under any rider to the Policy less any Policy Debt less unpaid
monthly deductions if the Insured dies during a grace period.
FACE AMOUNT -- A dollar amount selected by the Owner and shown in the Policy.
FIXED ACCOUNT -- Part of Protective Life's General Account to which Policy Value
may be transferred or Net Premiums 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 -- Protective Life's assets other than those allocated to the
Variable Account or another separate account.
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. 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.
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.
MATURITY DATE -- The date shown in the Policy on which the Owner(s) will be paid
the Surrender Value, if any, provided the Insured is still living. It is the
Policy Anniversary nearest the Insured's 95th birthday. The Maturity Date may be
changed provided it is not less than 20 years from the Policy Effective Date.
MINIMUM MONTHLY PREMIUM -- For Policies issued on Insured's Issue Age below 70,
the minimum amount of premium payments that must be paid in order for the
No-Lapse Guarantee to remain in effect.
MONTHLY ANNIVERSARY DAY -- The same day in each month as the Policy Effective
Date.
NET AMOUNT AT RISK -- As of any Monthly Anniversary Day, the Death Benefit under
the Policy (discounted for the upcoming Policy month) less the Policy Value
(before deduction of the
5
<PAGE>
monthly administration fee and monthly supplemental and/or rider benefit charges
on that day).
NET ASSET VALUE PER SHARE -- The value per share of any Fund as computed on any
Valuation Day.
NET PREMIUM -- A premium payment minus the applicable premium expense charges.
OWNER, YOU, YOUR -- The person(s) who owns a Policy.
PIC -- Protective Investment Company.
PLANNED PERIODIC PREMIUM PAYMENT -- The premium determined by the Owner as a
level amount that he or she (or they) plan to pay at fixed intervals over a
specified period of time.
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 in the Policy as of which coverage under
the Policy begins. Policy Years are measured from the Policy Effective Date. The
Policy Effective Date is never the 29th, 30th, or 31st of a month.
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.
PREMIUM PAYMENT(S) OR PREMIUMS -- Payments made by the Owner(s) to purchase the
Policy.
PROTECTIVE LIFE, WE, US, OUR, COMPANY -- Protective Life Insurance Company.
SEC GUIDELINE ANNUAL PREMIUM -- A hypothetical level amount that would be
payable through the Maturity Date for the benefits provided under the Policy,
assuming cost of insurance rates equal to those guaranteed in the Policy, net
investment earnings under the Policy at an effective annual rate of 5%, and
sales and other charges imposed under the Policy.
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 VALUE -- The Cash Value minus any outstanding Policy Debt.
UNIT -- A unit of measurement used to calculate Sub-Account Values.
UNSCHEDULED PREMIUM PAYMENT -- Any Premium Payment other than a Planned Periodic
Premium Payment.
VALUATION DAY -- Each day the New York Stock Exchange is open for business
except federal and other holidays and days when Protective Life is not open for
business.
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 into which Net Premiums may be allocated.
VARIABLE ACCOUNT VALUE -- The sum of all Sub-Account Values.
WITHDRAWAL -- A withdrawal by the Owner of an amount of Cash Value that is less
than the Surrender Value.
WRITTEN NOTICE -- A written notice or request that is received by Protective
Life at the Home Office.
6
<PAGE>
SUMMARY AND DIAGRAM OF THE POLICY
THE FOLLOWING SUMMARY OF PROSPECTUS INFORMATION AND DIAGRAM OF THE POLICY
SHOULD BE READ IN CONJUNCTION WITH THE DETAILED INFORMATION APPEARING ELSEWHERE
IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE DESCRIPTION OF THE POLICY IN
THIS PROSPECTUS ASSUMES THAT THE POLICY IS IN FORCE AND THERE IS NO OUTSTANDING
POLICY DEBT.
The Policy is similar in many ways to fixed-benefit life insurance. As with
fixed-benefit life insurance, the Owner of a Policy makes premium payments for
insurance coverage on the person insured. Also, like many fixed-benefit life
insurance policies, the Policy provides for accumulation of Net Premiums and a
Surrender Value which is payable if the Policy is surrendered during the
Insured's lifetime. As with fixed-benefit life insurance, the Surrender Value
during the early Policy Years is likely to be substantially lower than the
aggregate Premium Payments made.
However, the Policy differs from fixed-benefit life insurance in several
important respects. Unlike fixed-benefit life insurance, the Death Benefit may
and the Policy Value will increase or decrease to reflect the investment
performance of any Sub-Accounts to which Policy Value is allocated. Also, unless
the entire Policy Value is allocated to the Fixed Account, there is no
guaranteed minimum Surrender Value. If Policy Value is insufficient to pay
charges due, then, after a grace period, the Policy will lapse without value.
See "Policy Lapse and Reinstatement". However, Protective Life guarantees that
the Policy will remain in force during the first ten Policy Years (for Insureds
Issue Age 0 through 64) or the first five Policy Years (for Insureds Issue Age
65 through 69) as long as certain requirements related to the Minimum Monthly
Premium have been met. See "Premium Payments -- No-Lapse Guarantee," and "Policy
Loans". If a Policy lapses while loans are outstanding, certain amounts may
become subject to income tax and a 10% penalty tax. See "Tax Considerations".
The most important features of the Policy, such as charges, cash benefits,
death benefits, and calculation of Policy values, are summarized in the diagram
on the following pages.
PURPOSE OF THE POLICY. The Policy is designed to be a long-term investment
providing insurance benefits. A prospective Owner should evaluate the Policy in
conjunction with other insurance policies he or she may own, as well as their
need for insurance and the Policy's long-term investment potential. It may not
be advantageous to replace existing insurance coverage with the Policy. In
particular, replacement should be carefully considered if the decision to
replace existing coverage is based solely on a comparison of Policy
illustrations (see below).
POLICY BENEFITS. Two Death Benefit options are available under the Policy:
a level death benefit ("Option 1") and a variable death benefit ("Option 2").
Protective Life guarantees that the Death Benefit Proceeds will never be less
than the Face Amount of insurance (less any outstanding Policy Debt and past due
charges) as long as sufficient premiums are paid to keep the Policy in force.
The Policy provides for a Surrender Value that can be obtained by surrendering
the Policy. The Policy also permits loans and withdrawals, within limits.
ILLUSTRATIONS. Illustrations in this prospectus or used in connection with
the purchase of a Policy are based on HYPOTHETICAL rates of return. THESE RATES
ARE NOT GUARANTEED. They are illustrative only and SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE PERFORMANCE. Actual rates of return may be
higher or lower than those reflected in Policy illustrations, and therefore,
actual Policy values will be different from those illustrated.
TAX CONSIDERATIONS. Protective Life intends for the Policy to satisfy the
definition of a life insurance contract under Section 7702 of the Internal
Revenue Code of 1986, as amended. A Policy may be a "modified endowment
contract" under federal tax law depending upon the amount of Premium Payments
made in relation to the Death Benefit provided under the Policy. Protective Life
will monitor Policies and will attempt to notify you on a timely basis if your
Policy is in jeopardy of becoming a modified endowment contract. For further
discussion of the tax status of a Policy and the tax consequences of being
treated as a life insurance contract or a modified endowment contract, see "Tax
Considerations".
7
<PAGE>
CANCELLATION PRIVILEGE AND SPECIAL TRANSFER RIGHT. For a limited time after
the Policy is issued, you have the right to cancel your Policy and receive a
refund. (See "Cancellation Privilege"). In certain states, until the end of this
"Cancellation Period," Protective Life reserves the right to allocate Net
Premium payments to the Sub-Account investing in the PIC Money Market Fund or to
the Fixed Account. (See "Net Premium Allocations"). At any time within 24 Policy
months after the Issue Date, you may transfer the entire Variable Account Value
to the Fixed Account without payment of any transfer fee and without the
transfer counting as one of the 12 transfers per Policy Year that may be made
without incurring a transfer fee. Such a transfer will result in future Net
Premium Payments being allocated to the Fixed Account and effectively "converts"
the Policy into a policy that provides fixed (non-variable) benefits. See
"Special Transfer Privilege".
OWNER INQUIRIES. If you have any questions, you may write or call
Protective Life's Home Office at 2801 Highway 280 South, Birmingham, Alabama
35223, 1-800-265-1545.
DIAGRAM OF POLICY
PREMIUM PAYMENTS
- You select a payment plan but are not required to pay premium payments
according to the plan. You can vary the amount and frequency and can skip
planned premium payments. See pages 18 and 19 for rules and limits.
- The Policy's minimum initial premium payment and planned premium payment
depend on the Insured's age, sex and underwriting class, Face Amount
selected, and any supplemental benefits and/or riders.
- Unscheduled premium payments may be made, within limits. See page 19.
DEDUCTIONS FROM PREMIUM PAYMENTS
- For sales charge (2.75% of each premium payment in Policy Years 1 through
10; 0.75% of each premium payment in Policy Years 11 and thereafter). See
page 29.
- For federal taxes (1.25% of each premium payment in all Policy Years). See
page 29.
- For state and local premium taxes (2.25% of each premium payment). See page
29.
NET PREMIUM PAYMENTS
- You direct the allocation of Net Premium payments among seventeen
Sub-Accounts and the Fixed Account. See page 19 for rules and limits on Net
Premium payment allocations.
- The Sub-Accounts invest in corresponding Funds. See pages 13 through 15.
Funds available are the PIC Funds, the Oppenheimer Funds, the MFS Funds and
the Calvert Responsibly Invested Portfolios (as defined below).
- Interest is credited on amounts allocated to the Fixed Account at a minimum
guaranteed rate of 4%. See page 28 for rules and limits on Fixed Account
allocations.
8
<PAGE>
DEDUCTIONS FROM POLICY VALUE
- Monthly Deduction for cost of insurance, administration fees, mortality and
expense risk charges and charges for any supplemental and/or rider benefits.
Administration fees are currently $31.00 per month the first Policy Year and
$6.00 per month thereafter, plus for the 12 Policy months following an
increase in Face Amount, a charge based on the increase. Monthly Mortality
and Expense Risk Charges are currently equal to .075% multiplied by the
Variable Account Value, which is equivalent to an annual rate of
approximately 0.90% of such amount during Policy Years 1 through 10; and in
Policy Years 11 and thereafter monthly Mortality and Expense Risk Charge is
currently equal to .021% multiplied by the Variable Account Value, which is
equivalent to an annual rate of .25% of such amount. This charge is not
deducted from Fixed Account Value. See pages 29 through 32.
DEDUCTIONS FROM ASSETS
- Investment advisory fees and fund operating expenses are also deducted from
the assets of each Fund. See page 33.
POLICY VALUE
- Is equal to Net Premiums, as adjusted each Valuation Day to reflect
Sub-Account investment experience, interest credited on Fixed Account Value,
charges deducted and other Policy transactions (such as transfers and
withdrawals). See page 21.
- Varies from day to day. There is no minimum guaranteed Policy Value. The
Policy may lapse if the Policy Value is insufficient to cover a Monthly
Deduction due. See pages 19 and 20.
- Can be transferred between and among the Sub-Accounts and the Fixed Account.
A transfer fee may apply if more than 12 transfers are made in a Policy
Year. See page 22 for rules and limits. Policy loans reduce the amount
available for allocations and transfers.
- Is the starting point for calculating certain values under a Policy, such as
the Cash Value, Surrender Value, and the Death Benefit used to determine
Death Benefit Proceeds.
CASH BENEFITS
- - Loans may be taken for amounts up to 90% of Surrender Value, at an
effective annual interest rate of 6.0% during the first 10 Policy Years
and 4.0% thereafter. See page 24 for rules and limits.
- - Withdrawals generally can be made provided there is sufficient remaining
Surrender Value. A withdrawal charge of the lesser of $25 or 2% of the
withdrawal amount requested will apply. See page 24 for rules and limits.
- - The Policy may be surrendered in full at any time for its Surrender
Value. A declining deferred sales charge of up to 27% of premium payments
made in the first Policy Year (or 27% of a SEC Guideline Annual Premium,
if less) is assessed on surrenders during the first 14 Policy Years. See
page 32.
- - Payment options are available. See page 27.
DEATH BENEFITS
- - Available as lump sum or under a variety of payment options.
- - For most Policies, the minimum Face Amount of $50,000.
- - Two Death Benefit options available: Option 1, equal to the Face Amount,
and Option 2, equal to the Face Amount plus Policy Value. See page 26.
- - Flexibility to change the Death Benefit option and Face Amount. See page
26 for rules and limits.
- - Supplemental benefits and/or riders may be available. See page 46.
9
<PAGE>
EXPENSE TABLES
The following expense information assumes that the entire Policy Value is
Variable Account Value.
<TABLE>
<CAPTION>
PIC FUNDS (1)
MONEY
MARKET
FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.60%
Other Expenses After Reimbursement.................................... 0.00%
-----
Total Annual Fund Expenses............................................ 0.60%
(after reimbursements)
<CAPTION>
CORE U.S.
EQUITY
FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.80%
Other Expenses After Reimbursement.................................... 0.00%
-----
Total Annual Fund Expenses............................................ 0.80%
(after reimbursements)
<CAPTION>
CAPITAL
GROWTH
FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.80%
Other Expenses After Reimbursement.................................... 0.00%
-----
Total Annual Fund Expenses............................................ 0.80%
(after reimbursements)
<CAPTION>
SMALL CAP
VALUE FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.80%
Other Expenses After Reimbursement.................................... 0.00%
-----
Total Annual Fund Expenses............................................ 0.80%
(after reimbursements)
<CAPTION>
INTERNATIONAL
EQUITY FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 1.10%
Other Expenses After Reimbursement.................................... 0.00%
-----
Total Annual Fund Expenses............................................ 1.10%
(after reimbursements)
<CAPTION>
GROWTH AND
INCOME FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.80%
Other Expenses After Reimbursement.................................... 0.00%
-----
Total Annual Fund Expenses............................................ 0.80%
(after reimbursements)
<CAPTION>
GLOBAL
INCOME
FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 1.10%
Other Expenses After Reimbursement.................................... 0.00%
-----
Total Annual Fund Expenses............................................ 1.10%
(after reimbursements)
OPPENHEIMER FUNDS
<CAPTION>
AGGRESSIVE
GROWTH
FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.71%
Other Expenses........................................................ 0.02%
-----
Total Annual Fund Expenses............................................ 0.73%
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
GROWTH
FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.73%
Other Expenses........................................................ 0.02%
-----
Total Annual Fund Expenses............................................ 0.75%
<CAPTION>
GROWTH &
INCOME
FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.75%
Other Expenses........................................................ 0.08%
-----
Total Annual Fund Expenses............................................ 0.83%
<CAPTION>
STRATEGIC
BOND
FUND
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.75%
Other Expenses........................................................ 0.08%
-----
Total Annual Fund Expenses............................................ 0.83%
MFS FUNDS (2)
<CAPTION>
MFS
EMERGING
GROWTH
SERIES
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.75%
Other Expenses After Reimbursement (3)................................ 0.15%
-----
Total Annual Fund Expenses............................................ 0.90%
(after reimbursements)
<CAPTION>
MFS
RESEARCH
SERIES
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.75%
Other Expenses After Reimbursement (3)................................ 0.13%
-----
Total Annual Fund Expenses............................................ 0.88%
(after reimbursements)
<CAPTION>
MFS GROWTH
WITH INCOME
SERIES
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.75%
Other Expenses After Reimbursement (3)................................ 0.25%
-----
Total Annual Fund Expenses............................................ 1.00%
(after reimbursements)
<CAPTION>
MFS TOTAL
RETURN
SERIES
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.75%
Other Expenses After Reimbursement (3)................................ 0.25%
-----
Total Annual Fund Expenses............................................ 1.00%
(after reimbursements)
CALVERT FUNDS (4)
<CAPTION>
SOCIAL
SMALL CAP
GROWTH
PORTFOLIO
-----------
<S> <C>
Management (Advisory) Fees............................................. 1.00%
Other Expenses After Reimbursement.................................... 0.20%
-----
Total Annual Fund Expenses............................................ 1.20%
(after reimbursements)
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
SOCIAL
BALANCED
PORTFOLIO
-----------
<S> <C>
Management (Advisory) Fees............................................. 0.69%
Other Expenses After Reimbursement.................................... 0.12%
-----
Total Annual Fund Expenses............................................ 0.81%
(after reimbursements)
</TABLE>
- ------------------------------
* Protective Life reserves the right to charge a Transfer Fee in the future.
(See "Charges and Deductions".)
(1) The annual expenses listed for all of the PIC Funds are net of certain
reimbursements by PIC's investment manager. (See "The Funds".) Absent the
reimbursements, total expenses for the period ended December 31, 1997 were:
Money Market Fund 1.42%, CORE U.S. Equity Fund 0.86%, Small Cap Value Fund
0.89%, International Equity Fund 1.37%, Growth and Income Fund 0.85%,
Capital Growth Fund 0.97%, and Global Income Fund 1.32%. PIC's investment
manager has voluntarily agreed to reimburse certain of each Fund's expenses
in excess of its management fees. Although this reimbursement may be ended
on 120 days notice to PIC, the investment manager has no present intention
of doing so.
(2) The annual expenses for the MFS funds are net of certain adjustments made to
reflect the effects of the 1.00% expense cap for the current and prior
periods. Absent the adjustments, the Fund expenses for the period ending
December 31, 1997 were: MFS Research Fund 0.88%, MFS Emerging Growth Fund
0.87%, MFS Growth with Income Fund 1.10%, and MFS Total Return Fund 1.02%.
(3) Each Series has an expense offset arrangement which reduces the Series'
custodian fee based on the amount of cash maintained by the Series with its
custodian and dividend disbursing agent, and may enter into other such
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Series' expenses). Any such fee reductions are not
reflected under "Other Expenses."
(4) The figures have been restated to reflect an increase in transfer agency
expenses of 0.01% for each portfolio expected to be incurred in 1998.
Management Fees includes for Calvert Social Balanced a performance
adjustment, which depending on performance, could cause the fee to be as
high as 0.85% or as low as 0.55%. The Calvert Social Small Cap Growth
expenses have been restated to reflect the lower advisory fee and
administrative services fee. "Other Expenses" reflect an indirect fee. Net
fund operating expenses after reductions for fees paid indirectly (again,
restated) would be 0.78% for Calvert Social Balanced, and 0.89% for Calvert
Social Small Cap Growth. Management Fees for Calvert Social Small Cap Growth
include an administrative service fee of 0.10% paid to the Advisor's
affiliate.
The above tables are intended to assist the owner in understanding the costs
and expenses that he or she will bear directly or indirectly. The tables reflect
the expenses for the Account and reflect the investment management fees and
other expenses and total expenses for each Fund for the period January 1, 1997
to December 31, 1997. For a more complete description of the various costs and
expenses see "Charges and Deductions" and the prospectuses for each of the
Funds, which accompany this prospectus.
GENERAL INFORMATION ABOUT PROTECTIVE LIFE,
THE VARIABLE ACCOUNT AND THE FUNDS
PROTECTIVE LIFE INSURANCE COMPANY
Protective Life is a Tennessee stock life insurance company. Founded in
1907, Protective Life offers 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. As of December 31, 1997, Protective Life had total
assets of approximately $10.1 billion. Protective Life is the principal
operating subsidiary of Protective Life Corporation ("PLC"), an insurance
holding company whose stock is traded on the New York Stock Exchange. PLC, a
Delaware corporation, had consolidated assets of approximately $10.5 billion at
December 31, 1997.
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 Securities and Exchange Commission ("SEC") as a unit
12
<PAGE>
investment trust under the Investment Company Act of 1940 (the "1940 Act") and
is a "separate account" within the meaning of the federal securities laws. This
registration does not involve supervision by the SEC of the management or
investment policies or practices of the Variable Account.
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. 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
always are at least equal to the aggregate Surrender 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 Variable Account has seventeen Sub-Accounts: PIC Money Market; PIC CORE
U.S. Equity; PIC Capital Growth; PIC Small Cap Value; PIC International Equity;
PIC Growth and Income; PIC Global Income; Oppenheimer Aggressive Growth;
Oppenheimer Growth; Oppenheimer Growth & Income; Oppenheimer Strategic Bond; MFS
Emerging Growth; MFS Research; MFS Growth With Income; MFS Total Return; Calvert
Social Small Cap Growth; and Calvert Social Balanced.
THE FUNDS
Each Sub-Account invests in a corresponding Fund. Each Fund is an investment
portfolio of one of the following investment companies: PIC (the "PIC Funds")
managed by Investment Distributions Advisory Services, Inc. and subadvised by
Goldman Sachs Asset Management or Goldman Sachs Asset Management International;
Oppenheimer Variable Account Funds (the "Oppenheimer Funds") managed by
OppenheimerFunds, Inc.; MFS Variable Insurance Trust (the "MFS Funds") managed
by Massachusetts Financial Services Company; or Calvert Variable Series, Inc.
(the "Calvert Funds") managed by Calvert Asset Management Company, Inc. 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.
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.
THE PIC FUNDS
PIC GROWTH AND INCOME FUND. This Fund seeks long-term growth of capital
and growth of income. This Fund will pursue its objectives by investing,
under normal circumstances, at least 65% of its total assets, in equity
securities having favorable prospects of capital appreciation and/ or
dividend paying ability.
13
<PAGE>
PIC INTERNATIONAL EQUITY FUND. This Fund seeks long-term capital
appreciation. This Fund will pursue its objective by investing substantially
all, and at least 65% of total assets, in equity and equity-related
securities of companies that are organized outside the United States or
whose securities are primarily traded outside the United States.
PIC GLOBAL INCOME FUND. This Fund seeks high total return, emphasizing
current income and, to a lesser extent, providing opportunities for capital
appreciation. This Fund will pursue its objectives by investing primarily in
high quality fixed-income securities of U.S. and foreign issuers and through
foreign currency transactions.
PIC CORE U.S. EQUITY FUND. This Fund seeks a total return consisting of
capital appreciation plus dividend income. This Fund will pursue its
objective by investing, under normal circumstances, at least 90% of its
total assets in equity securities selected using both fundamental research
and a variety of quantitative techniques in seeking to maximize the Fund's
expected return, while maintaining risk, style, capitalization and industry
characteristics similar to the S&P 500 Index.
PIC SMALL CAP VALUE (formerly Small Cap Equity) FUND. This Fund seeks
long-term capital growth. This Fund will pursue its objective by investing,
under normal circumstances, at least 65% of its total assets in equity
securities of companies with public stock market capitalizations of $1
billion or less at the time of investment.
PIC MONEY MARKET FUND. This Fund seeks to maximize current income to
the extent consistent with the preservation of capital and maintenance of
liquidity. This Fund will pursue its objective by investing exclusively in
high quality money market instruments. AN INVESTMENT IN THE MONEY MARKET
FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT AND THE FUND
CANNOT ASSURE THAT IT WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF
$1 PER SHARE.
PIC CAPITAL GROWTH FUND. This Fund seeks long-term capital growth. The
Fund will pursue its objective by investing, under normal circumstances, at
least 90% of its total assets in a diversified portfolio of equity
securities having long-term capital appreciation potential.
THE OPPENHEIMER FUNDS
AGGRESSIVE GROWTH (formerly Capital Appreciation) FUND. This Fund seeks
to achieve capital appreciation by investing in "growth-type" companies.
GROWTH FUND. This Fund seeks to achieve capital appreciation by
investing in securities of well-known established companies.
GROWTH & INCOME FUND. This Fund seeks a high total return (which
includes growth in the value of its shares as well as current income) from
equity and debt securities. From time to time this Fund may focus on small
to medium capitalization common stocks, bonds and convertible securities.
STRATEGIC BOND FUND. This Fund seeks a high level of current income
principally derived from interest on debt securities and seeks to enhance
such income by writing covered call options on debt securities.
THE MFS FUNDS
MFS EMERGING GROWTH SERIES. This Fund seeks to provide long-term growth
of capital.
MFS RESEARCH SERIES. This Fund seeks to provide long-term growth of
capital and future income.
MFS GROWTH WITH INCOME SERIES. This Fund seeks to provide reasonable
current income and long-term growth of capital and income.
14
<PAGE>
MFS TOTAL RETURN SERIES. This Fund seeks primarily to provide
above-average income (compared to a portfolio invested entirely in equity
securities) consistent with the prudent employment of capital and
secondarily to provide a reasonable opportunity for growth of capital and
income.
THE CALVERT VARIABLE SERIES
SOCIAL SMALL CAP GROWTH (formerly Strategic Growth) PORTFOLIO. This
Fund seeks maximum long-term growth through investments primarily in the
equity securities of small capitalized growth companies that have
historically exhibited exceptional growth characteristics, and that in the
Fund advisor's opinion, have strong earnings potential relative to the U.S.
market as a whole. The Fund is designed to provide long-term growth of
capital by investing in enterprises that make a significant contribution to
society through their products and services and through the way they do
business.
SOCIAL BALANCED PORTFOLIO. This Fund seeks to achieve a total return
above the rate of inflation through an actively managed, non-diversified
portfolio of common and preferred stocks, bonds, and money market
instruments that offer income and capital growth opportunity and that
satisfy the social concern criteria established for the Fund.
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, WHICH ACCOMPANY THIS PROSPECTUS, AND THE
CURRENT STATEMENT OF ADDITIONAL INFORMATION FOR EACH OF THE FUNDS. THE FUNDS'
PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE CONCERNING THE
ALLOCATION OF NET PREMIUMS OR TRANSFERS AMONG THE SUB-ACCOUNTS.
Each Fund sells its shares to the Variable Account in accordance with the
terms of a participation agreement between the appropriate investment company
and Protective Life. The termination provisions of these agreements vary. Should
a participation agreement relating to a Fund terminate, the Variable Account
would not be able to purchase additional shares of that Fund. In that event,
Owners would no longer be able to allocate Variable Account Value or Premium
Payments to Sub-Accounts investing in that Fund. In certain circumstances, it is
also possible that a Fund may refuse to sell its shares to the Variable Account
despite the fact that the participation agreement relating to that Fund has not
been terminated. Should a Fund decide to discontinue selling its shares to the
Variable Account, Protective Life would not be able to honor requests from
Owners to allocate Premium Payments or transfer Account Value to the Sub-Account
investing in shares of that Fund.
Protective Life has entered into agreements with the investment managers or
advisers of several of the Funds pursuant to which each such investment manager
or adviser pays Protective Life a servicing fee based upon an annual percentage
of the average daily net assets invested by the Variable Account (and other
separate accounts of Protective Life) in the Funds managed by that manager or
adviser. These fees are in consideration for administrative services provided to
the Funds by Protective Life. Payments of fees under these agreements by
managers or advisers do not increase the fees or expenses paid by the Funds or
their shareholders.
OTHER INVESTORS IN THE FUNDS
PIC currently sells shares of its Funds only to Protective Life as the
underlying investment for the Variable Account as well as for variable annuity
contracts issued through Protective Life. PIC may in the future sell shares of
its Funds to other separate accounts of Protective Life or its life insurance
company affiliates supporting other variable annuity contracts or variable life
insurance contracts. In addition, upon obtaining regulatory approval, PIC may
sell shares to certain retirement plans qualifying under Section 401 of the
Code. Protective Life currently does not foresee any disadvantages to Owners
that would arise from the possible sale of shares to support its variable
annuity contracts or
15
<PAGE>
those of its affiliates or from the possible sale of shares to such retirement
plans. However, the board of directors of PIC will monitor events in order to
identify any material irreconcilable conflicts that might possibly arise if such
shares were also offered to support variable life insurance contracts other than
the Policies or variable annuity contracts or to retirement plans. In event of
such a conflict, the board of directors would determine what action, if any,
should be taken in response to the conflict. In addition, if Protective Life
believes that the PIC's response to any such conflicts insufficiently protects
Owners, it will take appropriate action on its own, including withdrawing the
Account's investment in the Fund. (See the PIC Prospectus for more detail.)
Shares of the Oppenheimer Funds, MFS Funds and Calvert Responsibly Invested
Portfolios 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." As a result, there is a
possibility that a material conflict may arise between the interests of Owners
of Protective Life's Policies whose Policy Values are allocated to the Variable
Account and of owners of other contracts whose contract values are allocated to
one or more other separate accounts investing in any one of the Funds. 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
between the interests of Policy Owners generally or certain classes of Policy
Owners, and such retirement plans or participants in such retirement plans. 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. As is the case with PIC, the board of
directors (or trustees) of each of the Oppenheimer Funds, MFS Funds and Calvert
Responsibly Invested Portfolios 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.
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
Protective Life reserves the right, subject to applicable law, to make
additions to, deletions from, or substitutions for the shares that are held in
the Variable Account or that the Variable Account may purchase. If the shares of
a Fund are no longer available for investment or if in Protective Life's
judgment further investment in any Fund should become inappropriate in view of
the purposes of the Variable Account, Protective Life may redeem the shares, if
any, of that Fund and substitute shares of another Fund. Protective Life will
not substitute any shares attributable to a Policy's interest in the Variable
Account 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, each of which would invest in shares corresponding to a
new Fund. Subject to applicable law and any required SEC approval, Protective
Life may, in its sole discretion, 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) on a basis to be determined by Protective Life.
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), and
subject to any approvals that may be required under applicable law, 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. Protective Life
reserves the right to make any changes to the Variable Account required by the
1940 Act or other applicable law or regulation.
16
<PAGE>
VOTING RIGHTS
Protective Life is the legal owner of Fund shares held by the Sub-Accounts
and as such 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 the 1940 Act or any regulation thereunder be amended, or should
the current interpretation thereof change, or Protective Life determines that it
is permitted to vote such shares in its own right, it may elect to do so.
Protective Life will send 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.
The number of votes attributable to a Sub-Account for an Owner is determined
by applying the Owner's percentage interest, if any, in a particular Sub-Account
to the total number of votes attributable to that Sub-Account. 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
determined as of the date coincident with the date established by the Fund for
determining shareholders eligible to vote at the relevant meeting of that Fund.
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. 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.
THE POLICY
PURCHASING A POLICY
To purchase a Policy, a prospective Owner must submit a completed
application (which Protective Life must approve) and an 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. ("IDI"). The initial Premium Payment must be an
amount at least equal to the minimum required. See "Premium Payments," below.
Protective Life requires satisfactory evidence of the Insured's insurability,
which may include a medical examination of the Insured. Generally, Protective
Life will issue a Policy covering an Insured up to age 75 if evidence of
insurability satisfies Protective Life's underwriting rules. Acceptance of an
application depends on Protective Life's underwriting rules, and Protective Life
reserves the right to reject an application for any reason. With the consent of
the Owner, a Policy may be issued on a basis other than that applied for (I.E.,
on a higher premium class basis due to increased risk factors). A POLICY IS
ISSUED AFTER PROTECTIVE LIFE APPROVES THE APPLICATION. PREMIUM IS NOT A
REQUIREMENT TO ISSUE A POLICY. PREMIUM MAY BE COLLECTED AT THE TIME OF POLICY
DELIVERY.
17
<PAGE>
Insurance coverage under a Policy begins on the Policy Effective Date which
generally is also the Issue Date. If however, the initial Premium Payment is
submitted with the application and the Policy is issued as applied for in the
application, the Policy Effective Date is the later of the date the application
is signed or any required medical examination is completed. Temporary life
insurance coverage (including various forms of conditional receipt) also may be
provided under the terms of a temporary insurance (or conditional receipt)
agreement. In accordance with the terms of such agreements, the total amount of
insurance which may become effective prior to delivery of the Policy to the
owner may not exceed $250,000 (including the amount of any life insurance and
accidental death benefits then in force or applied for with the Company) and may
not be in effect for more than 90 days.
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. Charges for the Monthly
Deduction for the backdated period are deducted as of the new Policy Effective
Date.
The Owner of the Policy may exercise all rights provided under the Policy.
The Insured is the Owner, unless a different person is named as Owner in the
application. By Written Notice while the Insured is living, the Owner may name a
Contingent Owner or a new Owner. If the application names more than one person
as Owner, they are joint Owners. In this event, the exercise of any right under
the Policy (such as transfers of Policy Values) requires the authorization of
all Owners. 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".
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, (2) 45 days after you sign your application, or
(3) 10 days after Protective Life mails or delivers a Notice of Right of
Withdrawal. 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
(i) the difference between premiums paid and amounts allocated to the Fixed
Account or the Variable Account, plus (ii) Fixed Account Value determined as of
the date the returned Policy is received, plus (iii) Variable Account Value
determined as of the date the returned Policy is received. This amount may be
more or less than the aggregate Premium Payments. In states where required,
Protective Life will refund Premium Payments.
PREMIUM PAYMENTS
MINIMUM INITIAL PREMIUM PAYMENT. The minimum initial Premium Payment
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 benefits and/or riders requested by the applicant and the Planned
Periodic Premium Payments that the applicant selects. See "Planned Periodic
Premium Payments," below. Consult your sales representative for information
about the Initial Premium required for the coverage you desire.
PLANNED PERIODIC PREMIUMS PAYMENTS. In the application the Owner selects a
plan for paying level Premium Payments at specified intervals (e.g., quarterly,
semi-annually or annually) until the Maturity Date. At the Owner's election,
Protective Life will also arrange for payment of Planned Periodic Premiums on a
monthly basis (on any day except the 29th, 30th, or 31st of a month) under a
pre-authorized payment arrangement. You are not required to pay Premium Payments
in accordance with these plans; rather, you can pay more or less than planned or
skip a Planned Periodic Premium
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Payment entirely. (See, however, "Policy Lapse and Reinstatement"). Subject to
the limits described below, you can change the amount and frequency of Planned
Periodic Premium Payments whenever you want by Written Notice to Protective
Life.
Unless you have arranged to pay Planned Periodic Premium Payments by
pre-authorized payment arrangement or have otherwise requested, you will be sent
reminder notices for Planned Periodic Premium Payments.
UNSCHEDULED PREMIUM PAYMENTS. Subject to the limitations described below,
additional Unscheduled Premium Payments may be paid in any amount and at any
time. By Written Notice, the Owner may specify that all Unscheduled Premium
Payments are to be applied as repayments of Policy Debt, if any.
PREMIUM PAYMENT LIMITATIONS. Premium Payments may be made 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 Insurance Company, and be dated prior to its receipt at the Home Office. No
Premium Payments are accepted after a Policy's Maturity Date.
Additional limitations apply to Premium Payments. 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. See "Net Premium Allocations. Protective
Life also reserves the right to limit the amount of any Premium Payment. In
addition, at any point in time aggregate Premium Payments made under a Policy
may not exceed guideline premium payment limitations for life insurance policies
set forth in the Code. Protective Life will immediately refund any portion of
any Premium Payment 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 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 Code. See "Tax Considerations".
"NO-LAPSE" GUARANTEE. In return for paying the Minimum Monthly Premium or
an amount equivalent thereto by the Monthly Anniversary Day, Protective Life
guarantees that a Policy will remain in force during the first ten Policy Years
(if the Insured's Issue Age is 0 through 64) or during the first five Policy
Years (if the Insured's Issue Age is 65 through 69), regardless of the Policy
Value, if, for each month that the Policy has been in force since the Policy
Effective Date, the total premiums paid less any withdrawals and Policy Debt is
greater than or equal to the Minimum Monthly Premium (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 Premium payment is
calculated for each Policy based on the age, sex and rate class of the Insured,
the requested Face Amount and any supplemental benefits and/or riders. The
"No-Lapse" Guarantee does not apply to Policies covering Insureds with an Issue
Age of 70 or above. The Company will not notify you in the event the No-Lapse
Guarantee is no longer in effect.
If you increase your Policy's Face Amount while the "No-Lapse" Guarantee is
in effect, Protective Life will NOT EXTEND the period of this guarantee. The
guarantee period is based on the initial Face Amount. However, upon an increase
in Face Amount, Protective Life will recalculate the Minimum Monthly Premium,
which will generally also increase. Protective Life will notify you of any
increase in the Minimum Monthly Premium and will amend your Policy to reflect
the change.
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 or a change
in the amount of Planned Periodic Premium Payments may be advisable. See "Death
Benefit Proceeds". You will be notified if a premium payment is necessary or a
change appropriate.
NET PREMIUM ALLOCATIONS
Owners must indicate in the application how Net Premium Payments are to be
allocated to the Sub-Accounts and/or to the Fixed Account. These allocation
instructions apply to both initial and
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subsequent Net Premium Payments. Owners may change the allocation instructions
in effect at any time by Written Notice. Whole percentages must be used. The
minimum percentage that may be allocated to any Sub-Account or to the Fixed
Account is 10% of Net Premium Payments and the sum of allocations must add up to
100%.
For Policies issued in states where, upon cancellation during the
Cancellation Period, Protective Life returns at least your Premium Payments,
Protective Life reserves the right to allocate your initial Net Premium Payment
(and any subsequent Net Premium Payments made during the Cancellation Period) to
the PIC Money Market 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 PIC Money Market Sub-Account or the Fixed Account and all Net Premium
Payments will be allocated according to your allocation instructions then in
effect.
Planned Periodic Premium payments and unscheduled premium payments not
requiring additional underwriting will be credited to the Policy and the Net
Premium payments will be invested as requested on the Valuation Date they are
received by the Home Office. However, any premium payment in connection with an
increase in face amount will be allocated to the Fixed Account until
underwriting has been completed. When approved, the Policy Value in the Fixed
Account attributable to the resulting Net Premium payment will be credited to
the Policy and allocated in accordance to your allocation instructions then in
effect. If an additional premium payment is rejected, Protective Life will
return the premium payment immediately, without any adjustment for investment
experience.
Unless designated by the Owner as a loan repayment, payments received from
Owners (other than Planned Periodic Premium Payments) are treated as Unscheduled
Premium Payments.
POLICY LAPSE AND REINSTATEMENT
LAPSE. Unlike a conventional life insurance policy, failure to make Planned
Periodic Premium Payments will not necessarily cause a Policy to lapse.
Conversely, making all Planned Periodic Premium Payments will not necessarily
prevent a Policy from lapsing. Rather, except when the "No-Lapse" Guarantee is
in effect, whether a Policy lapses depends on whether its Policy Value is
sufficient to cover the Monthly Deduction (See "Monthly Deduction") on the
Monthly Anniversary Day.
If the Policy Value on a Monthly Anniversary Day is less than the amount of
the Monthly Deduction due on that date and the "No-Lapse" Guarantee is not in
effect, 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 Policy Value or the Policy Value has decreased because
you have not paid sufficient Net Premium Payments to offset prior Monthly
Deductions.
In the event of a Policy default, the Owner has a 61-day grace period to
make a Net Premium Payment sufficient to cover the current and past-due Monthly
Deductions. Protective Life will send to the Owner, at the last known address
and the last known address of any assignee of record, notice of the Premium
Payment required to prevent lapse. The grace period will begin when the notice
is sent. 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. See "Death
Benefit Proceeds". Unless the Premium Payment stated in the notice is paid
before the grace period ends, the Policy will lapse.
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, (2)
the Insured is still living, (3) the Maturity Date has not been reached, (4) 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, (5) the Insured provides
Protective Life with satisfactory evidence of insurability, (6) the Owner repays
or reinstates any Policy Debt which existed at the end of
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the grace period; and (7) 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 1-7 above have been met.
SPECIAL TRANSFER PRIVILEGE
During the first 24 policy months following the Policy Effective Date, the
Owner may exercise a one-time Special Transfer Privilege by requesting that all
Variable Account Value be transferred to the Fixed Account. Exercise of the
Special Transfer Privilege does not count toward the 12 transfers that are
permitted each Policy Year without imposition of a transfer fee, and is not
subject to a transfer fee. Unless the Owner specifies otherwise, all subsequent
Net Premium Payments are allocated to the Fixed Account after the exercise of
the Special Transfer Privilege. Owners may, however, change this allocation by
subsequent Written Notice.
CALCULATION OF POLICY VALUES
VARIABLE ACCOUNT VALUE
THE VARIABLE ACCOUNT VALUE REFLECTS THE INVESTMENT EXPERIENCE OF THE
SUB-ACCOUNTS TO WHICH IT IS ALLOCATED, ANY PREMIUM PAYMENTS ALLOCATED TO THE
SUB-ACCOUNTS, TRANSFERS IN OR OUT OF THE SUB-ACCOUNTS, OR ANY WITHDRAWALS OF
VARIABLE ACCOUNT VALUE. 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 Payment(s) or
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 Payment(s) or transferred amount is invested in the Sub-Account.
Therefore, Net Premium Payments 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 for each Sub-Account was
arbitrarily initially set at $10, except the PIC Money Market Sub-Account, which
was arbitrarily initially set at $1. Thereafter, 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:
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 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.
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FIXED ACCOUNT VALUE
The Fixed Account Value under a Policy at any time is equal to: (1) the Net
Premium Payment(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
Face Amount, less (7) monthly deductions. See "The Fixed Account," for a
discussion of how interest is credited to the Fixed Account.
POLICY BENEFITS
TRANSFERS OF POLICY VALUES
GENERAL. Upon receipt of Written Notice at any time on or after the later
of the following: (1) thirty days after the Policy Effective Date, or (2) six
days after the expiration of the Cancellation Period, 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. Transfers (including telephone
transfers -- described below) are processed as of the date a request is received
at the Home Office. 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 Policy Value in any
Sub-Account or the Fixed Account from which the transfer is made. If, after the
transfer, the Policy Value 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 to the greater of (1) $2500, or (2) 25% of the Fixed
Account Value. 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. The transfer fee, if any, is
deducted from the amount being transferred. See "Transfer Fee".
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 send you a confirmation of all instructions
communicated by telephone to determine if they are genuine. 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.
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.
DOLLAR-COST AVERAGING. If you elect at the time of application or at any
time thereafter by written notice to Protective Life, you may systematically and
automatically transfer, on a monthly or quarterly basis, specified dollar
amounts from or to the Fixed Account or any of the Sub-Account(s). 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, an Owner 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, Sub-Account Value for the Sub-Account from
which transfers are to be made or the Fixed Account Value 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
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transfer amount from the Fixed Account restriction. You may elect dollar cost
averaging for periods of at least 12 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
following six days after the end of the Cancellation Period, except the 29th,
30th, or 31st. If no day is selected, transfers will occur on the Monthly
Anniversary Date.
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, or (2) the appropriate Sub-Account Value or the
Fixed Account Value is depleted, (3) the Owner, by Written Notice, 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 to the Owner.
PORTFOLIO REBALANCING. At the time of application or at any time thereafter
by written notice 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 Purchase
Payment allocation instructions in effect at the time of rebalancing. Any
allocation instructions that you give us that differ from your then current
Purchase Payment allocation instructions will be deemed to be a request to
change your Purchase Payment allocation. Portfolio Rebalancing may commence on
any day of the month that you request following six days after the end of the
Cancellation Period, except the 29th, 30th or 31st. If no day is selected,
rebalancing will occur on each applicable Monthly Anniversary Day.
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 instruction to Protective Life, or by
telephone if you have previously authorized us to take telephone instructions.
Portfolio Rebalancing transfers do not count as one of the 12 free transfers
available during any Policy Year. Protective Life reserves the right to assess a
processing fee for this service or to discontinue Portfolio Rebalancing upon 30
days written notice to the Owner.
SURRENDER PRIVILEGE
At any time prior to the Maturity Date while the Insured is still living,
You may surrender your Policy for its Surrender Value. Surrender Value is
determined as of the Valuation Day on or next following the day Written Notice
requesting the surrender, the Policy and any other required documents are
received by Protective Life. A Surrender Charge may apply. See "Surrender
Charges". The Surrender Value is paid in a lump sum unless the Owner requests
payment under a payment option. See "Payment Options". Payment is generally made
within seven calendar days. See "Suspension or Delay of Payments", and "Payments
from the Fixed Account". A Policy terminates upon surrender if payments are
taken in one lump sum and cannot later be reinstated.
WITHDRAWAL PRIVILEGE
At any time after the first Policy Year, an Owner, by Written Notice, may
make a withdrawal of Surrender Value in minimum amounts of $500. Protective Life
will withdraw the amount requested, plus a withdrawal charge, from Policy Value
as of the Valuation Day we receive the request. See "Withdrawal Charge".
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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 Value(s) and Fixed Account Value bears to
the Policy Value on the Valuation Day immediately prior to the withdrawal.
Payment is generally made within seven calendar days. See "Suspension or Delay
of Payments", and "Payments from the Fixed Account".
If Death Benefit Option 1 is in effect, Protective Life reserves the right
to reduce the Face Amount by the withdrawn amount (exclusive of withdrawal
charge). 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.
POLICY LOANS
GENERAL. After the first Policy Anniversary and while the Insured is still
living, an Owner may borrow $500 or more from Protective Life using the Policy
as the security for the loan. Policy loans must be requested by Written Notice
and the maximum amount that an Owner may borrow is an amount equal to 90% of the
Policy's Surrender Value on the date that the loan request is received.
Outstanding Policy loans therefore reduce the amount available for new Policy
loans. Loan proceeds generally are mailed within seven calendar days of the loan
being approved. See "Suspension or Delay of Payments", and "Payments from the
Fixed Account".
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(s) 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 Cash
Value in each Sub-Account and the Fixed Account bears to the total Cash 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 must be sent to the Home Office and are
credited as of the date received. The Owner may specify in writing that any
Unscheduled Premium Payments made while a loan is outstanding be applied as loan
repayments. (Loan repayments, unlike Unscheduled Premium Payments, are not
subject to Premium Expense Charges.) 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
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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 manner as loan collateral is transferred to
the Loan Account.
INTEREST. During the first ten Policy Years, Protective Life will charge
interest daily on any outstanding loan at an effective annual rate of 6.0%.
During Policy Years 11 and thereafter, Protective Life will charge interest
daily on any outstanding loan at an effective annual rate of 4.0%. Interest is
due and payable at the end of each Policy Year while a loan is outstanding. We
will notify you of the amount due. If interest is not paid when due, the amount
of the interest is added to the loan and becomes part of the Policy Debt.
The Loan Account is credited with interest at an effective annual rate of
not less than 4%. Thus, the maximum net cost of a loan is 2.0% per year during
Policy Years 1 through 10, and 0% thereafter (the difference between the rate of
interest charged on Policy loans and the amount credited on the equivalent
amount held in the Loan Account). Protective Life determines the rate of
interest to be credited to the Loan Account in advance of each calendar year.
The rate, once determined, is applied to the calendar year which follows the
date of determination. 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. Unless specified in writing by the Owner,
interest is transferred and allocated to the Sub-Accounts and the Fixed Account
in the same manner as collateral is transferred to the Loan Account.
NON-PAYMENT OF POLICY LOAN. If the Insured dies while a loan is
outstanding, the Policy Debt is deducted from the Death Benefit in calculating
the Death Benefit proceeds.
If the Loan Account Value exceeds the Cash Value (I.E., the Surrender Value
becomes zero) on any Valuation Date, the Policy may be in default. If this
occurs, you, and any assignee of record, will be sent notice of the default. You
will have a 31-day grace period to submit a sufficient payment to avoid a lapse
(I.E., termination) of the Policy. The notice will specify the amount that must
be repaid to prevent lapse.
EFFECT OF A POLICY LOAN. A loan, whether or not repaid, has a permanent
effect on the Death Benefit and Policy values 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 being
held as collateral in the Loan Account. See "No Lapse Guarantee". 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. If a Policy lapses with loans outstanding, certain amounts may be
subject to income tax and a 10% penalty tax. See "Tax Considerations," for a
discussion of the tax treatment of policy loans. In addition, if your Policy is
a "modified endowment contract," loans may be currently taxable and subject to a
10% penalty tax.
MATURITY BENEFITS
The Maturity Date is the Policy Anniversary nearest the Insured's 95th
birthday. If the Policy is still in force on the Maturity Date, the Maturity
Benefit will be paid to the Owner. The Maturity Benefit is equal to the
Surrender Value on the Maturity Date. You may request a change in Maturity Date,
subject to Protective Life's approval. To elect or not elect a change in
Maturity Date will have income tax consequences. See "Tax Considerations".
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 satisfactory proof of the
Insured's death. 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
and change such
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Beneficiaries, as provided for in the Policy. 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 payment option (see
"Payment Options").
CALCULATION OF DEATH BENEFIT PROCEEDS. The Death Benefit proceeds are equal
to the Death Benefit under the Death Benefit option selected calculated as of
the date of the Insured's death, plus any supplemental and/or rider benefits,
minus any Policy Debt on that date and, if the Insured died during a grace
period, minus any past due Monthly Deductions. Under certain circumstances, the
amount of the Death Benefit may be further adjusted. See "Limits on Rights to
Contest the Policy" and "Misstatement of Age or Sex".
If part or all of the Death Benefit is paid in one sum, Protective Life will
pay interest on this sum as required by applicable state law from the date of
receipt of due proof of the Insured's death to the date of payment.
DEATH BENEFIT OPTIONS. The Policy Owner may choose one of two Death Benefit
options for use in determining the Death Benefit. Under Death Benefit Option 1,
the Death Benefit is the greater of: (1) the Face Amount under the Policy on the
date of the Insured's death, or (2) a specified percentage of Policy Value on
the date of the Insured's death. Under Death Benefit Option 2, the Death Benefit
is the greater of: (1) the Face Amount under the Policy plus the Policy Value on
the date of the Insured's death, or (2) the same specified percentage of the
Policy Value on the date of the Insured's death.
The specified percentage 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 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 1, the Death Benefit remains level at the Face
Amount unless the Policy Value multiplied by the specified percentage exceeds
that Face Amount, in which event the Death Benefit will vary 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 Premium Payments reflected in higher Policy Value, rather than
increased Death Benefits, generally should select Option 1. Under Death Benefit
Option 2, 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 Premium Payments reflected in increased
Death Benefits generally should select Option 2.
CHANGING THE DEATH BENEFIT OPTION. On or after the first Policy
Anniversary, you may change the Death Benefit option on your Policy subject to
the following rules. After any change, the Face Amount must be at least $50,000
(standard smoker or standard nonsmoker class) or $100,000 (preferred nonsmoker
class). The effective date of the change will be the Monthly Anniversary Day
that coincides with or next follows the day that Protective Life receives and
accepts the request. Protective Life may require satisfactory evidence of
insurability.
When a change from Option 1 to Option 2 is made, the Face Amount after the
change is in effect 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 2 to
Option 1 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.
CHANGING THE FACE AMOUNT. On or after the first Policy Anniversary, you may
request a change in the Face Amount. If a change in the Face Amount would result
in total premiums paid exceeding the premium limitations 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
limitations.
26
<PAGE>
Protective Life reserves the right to decline a requested decrease in the
Face Amount if compliance with the guideline premium limitations 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
limitations, and the amount of such payments would exceed the Surrender Value
under the Policy.
Any increase in the Face Amount must be at least $10,000 and an application
must be submitted. Protective Life reserves the right to require satisfactory
evidence of insurability. In addition, the Insured's Attained Age must be less
than the current maximum Issue Age for the Policies, as determined by Protective
Life from time to time. A change in Planned Periodic Premium Payments may be
advisable. See "Premium Payments Upon Increase in Face Amount". The increase in
Face Amount will become effective on the Monthly Anniversary Day on or next
following the date the request for the increase is received and approved, 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 "No-Lapse" Guarantee is in effect, the Policy's Minimum Monthly Premium
amount is also generally increased. See "No-Lapse Guarantee," and "Premium
Payments Upon Increase in Face Amount".
An increase in Face Amount may be cancelled by the Owner in accordance with
the Policy's cancellation privilege provisions, which also apply to increases in
Face Amount. In such case, the amount refunded will be calculated in accordance
with such provisions described above, except that if no additional Premium
Payments are 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 administration fee for the increase. See "Cancellation
Privilege".
The Face Amount after any decrease must be at least $50,000 (standard smoker
or standard nonsmoker class), or $100,000 (preferred nonsmoker class).
Protective Life reserves the right to prohibit any decrease in Face Amount (i)
for three years following an increase in Face Amount; and (ii) 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 have the effect of decreasing
monthly cost of insurance charges. However, if the Face Amount is decreased
during the first fourteen Policy Years, a Surrender Charge will apply. See
"Surrender Charge".
ADDITIONAL COVERAGE FROM TERM RIDER FOR COVERED INSURED ("CIR"). An owner
may also obtain additional insurance coverage by purchasing a CIR at the time
the Policy is issued (or later, subject to availability and additional
underwriting). A CIR increases the Death Benefit under the Policy by the face
amount of the CIR. The face amount of the CIR does not vary with the investment
experience of the Variable Account (see "Supplemental Benefits and/or Riders").
In addition, a CIR may be canceled separately from the Policy (I.E., it can be
canceled without causing the Policy to be canceled or to Lapse). The cost of
insurance charge for the CIR will be deducted from the Policy Value as part of
the Monthly Deduction (see "Monthly Deduction -- Cost of Insurance Charge under
a CIR"). No additional surrender or premium expense charge is assessed in
connection with a CIR.
Owners may increase or decrease the face amount of a CIR separately from the
Face Amount of a Policy. Likewise, the Face Amount of a Policy may be increased
or decreased without affecting the face amount of a CIR. Since no surrender
charge is assessed in connection with a decrease of face amount under a CIR,
such a decrease may be less expensive than a decrease in Face Amount of the
Policy if the Face Amount decrease would be subject to a surrender charge. On
the other hand, continuing
27
<PAGE>
coverage on such an increment of Face Amount may have a cost of insurance charge
that is higher than the same increment of face amount under the CIR. Owners
should consult their sales representative before deciding whether to decrease
Face Amount or CIR face amount.
Owners should consult their sales representative when deciding whether to
purchase a CIR.
SETTLEMENT OPTIONS
The Policy offers a variety of ways of receiving proceeds payable under the
Policy, such as on surrender, death or maturity, other than in a lump sum. These
settlement options are summarized below. Any sales representative authorized to
sell this Policy can further explain these options upon request. All of these
options are forms of fixed-benefit annuities (except Option 3) which do not vary
with the investment performance of a separate account. Under each payment option
(other than Option 3), 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 3% 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 3% 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.
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 of the Insured's death. The effective date of an
option applied to Surrender Value is the date as of which the withdrawal or
surrender is executed.
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.
THE FIXED ACCOUNT
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 AND, AS A RESULT, THE STAFF
OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE IN
THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT. 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.
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<PAGE>
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. It is part of
Protective Life's general account assets. Protective Life's general account
assets are used to support its insurance and annuity obligations other than
those funded by separate accounts, and are subject to the claims of Protective
Life's general creditors. 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. See "Fixed Account Value".
INTEREST CREDITED ON FIXED ACCOUNT VALUE
Protective Life guarantees that the interest credited during the first
Policy Year to the initial Net Premium Payment allocated to the Fixed Account
will not be less than the rate shown in the Policy. The interest rate credited
to subsequent Net Premium Payments 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 Payment(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
Payment(s) is allocated or the date that the transfer is made.
After an interest rate guarantee expires as to a Net Premium Payment or
amount transferred, (I.E., 12 months after the Premium Payment(s) or transfer is
placed in the Fixed Account) we will credit interest on the Fixed Account Value
attributable to such Net Premium Payment 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 Our sole discretion, may declare a new current interest rate
from time to time. The initial annual effective interest rate and the current
interest rates that Protective Life will credit are annual effective interest
rates of not less than 4.00%. 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 request. If a payment from the Fixed Account is deferred for 30 days or
more, it will bear interest at a rate of 4% per year (or an alternative rate if
required by applicable state insurance law), compounded annually while payment
is deferred.
CHARGES AND DEDUCTIONS
PREMIUM EXPENSE CHARGES
Premium expense charges currently consist of a sales charge, a charge for
federal taxes and a premium tax charge.
SALES CHARGE. Protective Life deducts a sales charge from each Premium
Payment. This charge is 2.75% of each Premium Payment in Policy Years 1 through
10, and 0.75% of each Premium Payment in Policy Years 11 and thereafter. The
Sales Charge is deducted from a Premium Payment before allocating the Net
Premium Payment to the Policy Value. An additional sales charge is deducted on
surrender of a Policy during the first fourteen Policy Years. See "Surrender
Charge". The Sales Charges partially compensate Protective Life for the expenses
of selling and distributing the Policies, including paying sales commissions,
printing prospectuses, preparing sales literature and paying for other
promotional activities.
FEDERAL TAX CHARGE. Protective Life also deducts a charge for federal taxes
from each Premium Payment. This charge is 1.25% of all Premium Payments in all
Policy Years and compensates Protective Life for its federal income tax
liability resulting from Section 848 of the Code. The amount of this
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<PAGE>
charge, which may be increased or decreased, is reasonable in relation to
Protective Life's increased federal tax burden under Section 848 resulting from
the receipt of Premium Payments under the Policies.
OTHER TAXES. Currently a charge for federal income taxes is not deducted
from the Variable Account or the Policy's Cash Value. The Company reserves the
right in the future to make a charge to the Variable Account or the Policy's
Cash Value for any federal, state or local income taxes that the Company incurs
that it determines to be properly attributable to the Variable Account or the
Policies. We will notify you promptly of any such charge.
PREMIUM TAX CHARGE. A 2.25% charge for state and local premium taxes is
also deducted from each Premium Payment. The state and local premium tax charge
reimburses Protective Life for premium taxes associated with the Policies.
Protective Life expects to pay an average state and local premium tax rate of
approximately 2.25% of Premium Payments for all states.
MONTHLY DEDUCTION
On the Issue Date, Protective Life will deduct the monthly deduction from
the Policy Value. Subsequent monthly deductions will be made on each Monthly
Anniversary Day thereafter. The Monthly Deduction consists of (1) cost of
insurance charges ("cost of insurance charge"), (2) administration charges (the
"monthly administration fee"), (3) mortality and expense risk charge (the
"Mortality and Expense Risk Charge") and (4) any charges for supplemental
benefits and/or riders ("supplemental charges"), as described below. The monthly
deduction is deducted from the Sub-Accounts and the Fixed Account pro-rata on
the basis of the relative Policy Value in each.
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. For any Policy, the cost of
insurance on a Monthly Anniversary Day is calculated by multiplying the current
cost of insurance rate for the Insured by the Net Amount at Risk under the
Policy for that Monthly Anniversary Day.
The cost of insurance rate for a Policy is based on and varies with the
Issue Age, duration, sex and rate class of the Insured and on the number of
years that a Policy has been in force. Protective Life currently places Insureds
in the following rate classes, based on underwriting: Standard Smoker (ages
15-75) or Standard Nonsmoker (ages 0-75), or Preferred Nonsmoker (ages 18-75),
and substandard rate classes, which involve a higher mortality risk than the
Standard Smoker or Standard Nonsmoker classes.
Protective Life will determine a cost of insurance rate for increments of
Face Amount above the Initial Face Amount based on the Issue Age, duration, 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.
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, the rate class for the increase
also will be applied to the Initial Face Amount. If the rate class for the
increase has a higher cost of insurance rate than the original rate class, the
rate class for the increase will apply only to the increase in Face Amount, and
the original rate class will continue to apply to the Initial Face Amount.
Protective Life does not conduct underwriting for an increase in Face Amount
if the increase is requested as part of a conversion from a term or a graded
premium whole life contract or on exercise of a guaranteed option to increase
the Face Amount without underwriting. See "Supplemental Benefits and/or Riders".
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In the case of a term conversion, the rate class that applies to the increase is
the same rate class that applied to the term contract. 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.
Where, as in Death Benefit Option 1, the Net Amount at Risk 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 the 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 and then each prior increase.
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 1980 Commissioners' Standard Ordinary Mortality Tables,
Male or Female, Smoker or Nonsmoker Mortality Rates ("1980 CSO Tables"). The
guaranteed rates for substandard classes are based on multiples of or additions
to the 1980 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.
These rates may change from time to time. The cost of insurance rates are
currently less for Policies that have a Face Amount in excess of $99,999.00.
However, guaranteed rates do not change if the Face Amount exceeds $99,999.00.
Cost of insurance rates (whether guaranteed or current) for an Insured in a
nonsmoker standard class are lower than guaranteed rates for an Insured of the
same age and sex in a smoker standard class. Cost of insurance rates (whether
guaranteed or current) for an Insured in a nonsmoker or smoker standard class
are generally lower than guaranteed rates for an Insured of the same age and sex
and smoking status in a substandard class.
COST OF INSURANCE CHARGE UNDER A CIR. The cost of insurance charge is
determined in a similar manner for the face amount under a CIR and for any
increase in the face amount under a CIR. Generally, both the current and the
guaranteed cost of insurance rates under a CIR are substantially the same as the
current and guaranteed cost of insurance rates on the Face Amount of the Policy.
LEGAL CONSIDERATIONS RELATING TO SEX -- DISTINCT PREMIUM PAYMENTS AND
BENEFITS. Mortality tables for the Policies generally distinguish between males
and females. Thus, Premium Payments and benefits under Policies covering males
and females of the same age will generally differ.
Protective Life does, however, also offer Policies based on unisex mortality
tables if required by state law. 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 FEE. This charge compensates Protective Life for
administration expenses associated with the Policies and the Variable Account.
These expenses relate to premium payment billing and collection, recordkeeping,
processing death benefit claims, Policy loans, Policy changes, reporting and
overhead costs, processing applications and establishing Policy records. The
monthly administration fee is a flat charge of $31 per month during the first
Policy Year (guaranteed not to exceed $33 per month), and $6 per month during
each Policy Year thereafter (guaranteed not to exceed $8 per month). In
addition, for the first twelve months following the effective date of an
increase in Face Amount, the monthly administration fee will also include an
administration charge for the
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increase, based on the amount of the increase. The administration charge for an
increase is equal to a fee per $1,000 of increase in face amount, and is set
forth in your Policy. Representative administration charges per $1,000 of
increase are set forth below for Insureds at each specified Issue Age:
<TABLE>
<CAPTION>
ADMINISTRATIVE CHARGE
ISSUE AGE PER $1,000 INCREASE
- -------------- -----------------------
<S> <C>
35 0.11
40 0.14
45 0.16
50 0.20
55 0.24
60 0.29
65 0.35
70 0.43
75+ 0.45
</TABLE>
SUPPLEMENTAL BENEFIT AND/OR RIDER CHARGES. See "Supplemental Benefits
and/or Riders".
MORTALITY AND EXPENSE RISK CHARGE. This charge compensates Protective Life
for the mortality risk it assumes which is that the Insureds on the Policies may
die sooner than anticipated and therefore Protective Life will pay an aggregate
amount of death benefits greater than anticipated. The expense risk Protective
Life assumes is that expenses incurred 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 equal to .075% multiplied by the Variable Account
Value, which is equivalent to an annual rate of 0.90% of such amount. In Policy
Years 11 and thereafter, the monthly Mortality and Expense Risk Charge is
currently equal to .021% multiplied by the Variable Account Value, which is
equivalent to an annual rate of .25% of such amount. Protective Life reserves
the right to charge less than the maximum charge.
TRANSFER FEE
Protective Life reserves the right to impose a $25 transfer fee on any
transfer of Policy Value between or among the Sub-Accounts or the Fixed Account
in excess of the 12 free transfers permitted each Policy Year. 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. This fee, if imposed, will reimburse Protective Life for
administrative expenses incurred in effecting transfers.
SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)
If the Policy is surrendered, or if the Initial Face Amount is reduced,
through the first fourteen Policy Years, a Surrender Charge will be deducted for
the Initial Face Amount (or the reduction thereof). The Surrender Charge, which
is a contingent deferred sales charge, will be deducted before any Surrender
Value is paid.
The Surrender Charge for the Initial Face Amount is equal to the Surrender
Charge Percentage for the Policy Year in which the surrender or reduction in
Initial Face Amount occurs, multiplied by the aggregate amount of Premium
Payments made in Policy Year 1, including Premium Payments for
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any riders. The Surrender Charge Percentage in Policy Years 1 through 6 is equal
to 27%, as shown below. After the sixth completed Policy Year, the Surrender
Charge Percentage decreases by 3% each Policy Year in accordance with the
following table.
<TABLE>
<CAPTION>
SURRENDER DURING SURRENDER CHARGE
POLICY YEAR PERCENTAGE
<S> <C>
- ------------------------------------------
1 - 6 27%
----------------------------------
7 24%
----------------------------------
8 21%
----------------------------------
9 18%
----------------------------------
10 15%
----------------------------------
11 12%
----------------------------------
12 9%
----------------------------------
13 6%
----------------------------------
14 3%
----------------------------------
15 0%
</TABLE>
After the 14th Policy Year, there is no Surrender Charge for the Initial
Face Amount.
In no event will the Surrender Charge exceed the Maximum Surrender Charge
(expressed in dollars), which is set forth in the Policy. The Maximum Surrender
Charge is equal to 27% of a SEC Guideline Annual Premium.
If the Initial Face Amount is decreased during the first fourteen Policy
Years, the Surrender Charge imposed will equal the portion of the total
Surrender Charge that corresponds to the percentage by which the Initial Face
Amount is decreased. 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 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 sales charge from each premium payment. See "Premium Expense
Charges".
WITHDRAWAL CHARGE
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 and will be considered to be part of the withdrawn amount. See
"Withdrawal Privilege" for rules for allocating the deduction.
FUND EXPENSES
The value of the net assets of each Sub-Account reflects the investment
advisory fees and other expenses incurred by the corresponding Fund in which the
Sub-Account invests. See the prospectus for the Funds.
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 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
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<PAGE>
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 4 or 4 1/2 percent) 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.
Other significant differences between the Policy and the Existing Life
Policies include: (1) additional charges applicable under the Policy not found
in the Existing Life Policies; (2) different surrender charges; (3) different
death benefits; and (4) differences in federal and state laws and regulations
applicable to each of the types of policies.
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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.
<TABLE>
<CAPTION>
EXISTING LIFE POLICY POLICY
<S> <C> <C>
State and Local Premium None 2.25% of each premium payment.
Tax
Federal Tax Charge None 1.25% of each premium payment in
all Policy Years.
Sales Charges/Premium Ranges from 0% to 12% of premium 2.75% of each Premium payment in
Expense Charge payments in all policy years. policy years 1 through 10;
The premium expense charge can 0.75% of each premium payment
vary by age. in Policy Year 11 and
thereafter.
Administrative Fees Ranges from $4 to $5 monthly. $31 per month the first policy
year and $6 per month
thereafter.
Mortality and Expense None A monthly charge equal to .075%
Charges multiplied by the Variable
Account Value, which is
equivalent to annual rate of
.90% of such amount during
Policy Years 1-10; in all
Policy Years thereafter is
equal to .021% multiplied by
the Variable Account Value,
which is equivalent to an
annual rate of .25% of such
amount.
Withdrawal Charges $25 The lesser of $25 or 2% of the
withdrawal amount requested.
Monthly Deductions A monthly deduction consisting A monthly deduction consisting
of: (1) cost of insurance of: (1) cost of insurance
charges (2) administrative fees charges (2) administrative fees
(see above) and (3) any charges (see above) and (3) any charges
for supplemental benefits for supplemental benefits
and/or riders. (applies to and/or riders.
Existing Life Policies which
are universal life plans)
Surrender Charges Surrender charges vary by policy A declining deferred sales
type and are incurred during a charge of up to 27% of premium
surrender charge period which payments made in the first
ranges from 0 years up to 19 Policy Year (or 27% of a SEC
years. Guideline Annual Premium if
less) is assessed on surrender
charges during the first 14
Policy Years.
Guaranteed Interest Rate Ranges from 4% to 5%. Fixed account only 4%.
</TABLE>
35
<PAGE>
EFFECT OF THE EXCHANGE OFFER
1. This Policy will be issued to Existing Life Policy Owners. Evidence of
insurability may be
required.
2. If an Existing Life Policy owner is within current issue age limits, the
Owner may carry over existing Riders and/or Supplement Benefits if available
with the Policy. Evidence of insurability may be required. An increase or
addition of Riders &/or Supplemental Benefits 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.
TAX CONSIDERATIONS. 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.)
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 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 "Federal Tax Matters".)
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.
SALES COMMISSIONS. Sales representatives offering the Policies to Existing
Life Policies Owners will receive a sales commission. In most cases, this sales
commission will be somewhat less than that paid in connection with sales of the
Policies to other purchasers. A standard sales commission will be paid. (See
"Sale of Policies")
ILLUSTRATIONS OF POLICY VALUES, SURRENDER VALUES,
DEATH BENEFITS AND ACCUMULATED PREMIUM PAYMENTS
The following tables have been prepared to illustrate hypothetically how
certain values under a Policy change with investment performance over an
extended period of time. The tables illustrate how Policy Values, Surrender
Values and Death Benefits under a Policy covering an Insured of a given age on
the Issue Date, would vary over time if planned premium payments were paid
annually and the return on the assets in each of the Funds were an assumed
uniform gross annual rate of 0%, 6% and 12%. The values would be different from
those shown if the returns averaged 0%, 6% or 12% but fluctuated over and under
those averages throughout the years shown. The tables also show Planned Periodic
Premiums accumulated at 5% interest compounded annually. THE HYPOTHETICAL
INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A
REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. Actual rates of
return for a particular Policy may be more or less than the hypothetical
investment rates of return and will depend on a number of factors including the
investment allocations made by an Owner and prevailing rates. These
illustrations assume that Net Premiums are allocated equally among the
Sub-Accounts available under the Policy, and that no amounts are allocated to
the Fixed Account.
The illustrations reflect the fact that the net investment return on the
assets held in the Sub-Accounts is lower than the gross after tax return of the
selected Funds. The tables assume an average annual expense ratio of 0.88% of
the average daily net assets of the Funds available under the Policies.
36
<PAGE>
This average annual expense ratio is based on the expense ratios of each of the
Funds for the last fiscal year, adjusted, as appropriate, for any material
changes in expenses effective for the current fiscal year of a Fund. For
information on Fund expenses, see the prospectus for each of the Funds
accompanying this prospectus.
In addition, the illustrations reflect the monthly charge to the Variable
Account for assuming mortality and expense risks, which is equal to .075%
multiplied by the Variable Account Value, which is equivalent to a effective
annual charge of 0.90% of such amount during Policies Years 1-10; and in Policy
Years 11+ is equal to .021% multiplied by the Variable Account Value, which is
equivalent to an annual rate of .25% of such amount. After deduction of Fund
expenses and the mortality and expense risk charge, the illustrated gross annual
investment rates of return of 0%, 6% and 12% would correspond to approximate net
annual rates of -1.78%, 4.22% and 10.22%, respectively and for Policy Year 11
and thereafter -1.13%, 4.87% and 10.87%, respectively.
The illustrations also reflect the deduction of the Premium Expense Charges,
the Monthly Expense Charge and the monthly cost of insurance charge for the
hypothetical Insured. The Surrender Charge is reflected in the column "Surrender
Value". Protective Life's current cost of insurance charges, and the guaranteed
maximum cost of insurance charges that Protective Life has the contractual right
to charge, are reflected in separate illustrations on each of the following
pages. All the illustrations reflect the fact that no charges for federal or
state income taxes are currently made against the Variable Account and assume no
Policy Debt or charges for supplemental and/or rider benefits.
The illustrations are based on Protective Life's sex distinct rates for
nonsmokers. Upon request, Owner(s) will be furnished with a comparable
illustration based upon the proposed Insured's individual circumstances. Such
illustrations may assume different hypothetical rates of return in addition to
those illustrated in the following tables.
37
<PAGE>
ILLUSTRATION OF POLICY VALUES
PROTECTIVE LIFE INSURANCE COMPANY
MALE ISSUE AGE: 45 NON-SMOKER
$1,800 ANNUAL PLANNED PREMIUM
$100,000 FACE AMOUNT
DEATH BENEFIT OPTION 1
USING CURRENT COST OF INSURANCE RATES
<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL
ACCUMULATED GROSS INVESTMENT RETURNS GROSS INVESTMENT RETURNS
END OF AT --------------------------------- ---------------------------------
POLICY 5% INTEREST POLICY SURRENDER DEATH POLICY SURRENDER DEATH
AGE YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
--- ----------- ------------- --------- ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
46 1 1,890 965 493 100,000 1,043 571 100,000
47 2 3,875 2,188 1,716 100,000 2,414 1,942 100,000
48 3 5,958 3,366 2,894 100,000 3,819 3,347 100,000
49 4 8,146 4,499 4,027 100,000 5,259 4,787 100,000
50 5 10,443 5,583 5,111 100,000 6,731 6,259 100,000
51 6 10,966 6,620 6,147 100,000 8,238 7,766 100,000
52 7 13,404 7,603 7,183 100,000 9,775 9,355 100,000
53 8 15,964 8,527 8,160 100,000 11,338 10,970 100,000
54 9 18,652 9,390 9,075 100,000 12,925 12,610 100,000
55 10 21,475 10,184 9,922 100,000 14,532 14,269 100,000
56 11 24,439 11,188 10,978 100,000 16,469 16,259 100,000
57 12 25,661 12,269 12,112 100,000 18,592 18,435 100,000
58 13 28,834 13,263 13,158 100,000 20,753 20,648 100,000
59 14 32,165 14,171 14,118 100,000 22,957 22,905 100,000
60 15 35,664 14,982 14,982 100,000 25,199 25,199 100,000
61 16 39,337 15,656 15,656 100,000 27,448 27,448 100,000
62 17 43,194 16,235 16,235 100,000 29,746 29,746 100,000
63 18 45,353 16,707 16,707 100,000 32,091 32,091 100,000
64 19 49,511 17,064 17,064 100,000 34,484 34,484 100,000
65 20 53,876 17,296 17,296 100,000 36,926 36,926 100,000
66 21 58,460 17,389 17,389 100,000 39,419 39,419 100,000
67 22 63,273 17,329 17,329 100,000 41,961 41,961 100,000
68 23 68,327 17,093 17,093 100,000 44,554 44,554 100,000
69 24 71,743 16,661 16,661 100,000 47,200 47,200 100,000
70 25 77,220 16,006 16,006 100,000 49,902 49,902 100,000
71 26 82,972 15,098 15,098 100,000 52,664 52,664 100,000
72 27 89,010 13,905 13,905 100,000 55,496 55,496 100,000
73 28 95,351 12,391 12,391 100,000 58,411 58,411 100,000
74 29 102,008 10,546 10,546 100,000 61,441 61,441 100,000
75 30 108,999 8,276 8,276 100,000 64,587 64,587 100,000
76 31 116,338 5,505 5,505 100,000 67,871 67,871 100,000
77 32 124,045 2,138 2,138 100,000 71,324 71,324 100,000
78 33 132,138 * * * 74,999 74,999 100,000
79 34 140,635 * * * 78,935 78,935 100,000
80 35 149,556 * * * 83,217 83,217 100,000
81 36 158,924 * * * 87,924 87,924 100,000
82 37 168,760 * * * 93,183 93,183 100,000
83 38 179,088 * * * 98,978 98,978 103,927
84 39 189,933 * * * 104,977 104,977 110,226
85 40 201,319 * * * 111,185 111,185 116,745
86 41 213,275 * * * 117,592 117,592 123,472
87 42 225,829 * * * 124,197 124,197 130,407
88 43 239,011 * * * 130,993 130,993 137,543
89 44 252,851 * * * 137,975 137,975 144,873
90 45 267,384 * * * 145,132 145,132 152,388
91 46 282,643 * * * 152,457 152,457 158,555
92 47 298,665 * * * 160,275 160,275 165,083
93 48 315,488 * * * 168,674 168,674 172,048
94 49 333,153 * * * 177,758 177,758 179,536
95 50 351,700 * * * 187,650 187,650 187,650
<CAPTION>
12% HYPOTHETICAL
GROSS INVESTMENT RETURNS
--------------------------------
POLICY SURRENDER DEATH
AGE VALUE VALUE BENEFIT
--- -------- ----------- ---------
<S> <C> <C> <C>
46 1,121 649 100,000
47 2,650 2,178 100,000
48 4,311 3,838 100,000
49 6,115 5,643 100,000
50 8,077 7,605 100,000
51 10,213 9,741 100,000
52 12,535 12,116 100,000
53 15,061 14,693 100,000
54 17,808 17,494 100,000
55 20,798 20,536 100,000
56 24,413 24,203 100,000
57 28,517 28,360 100,000
58 33,021 32,916 100,000
59 37,978 37,926 100,000
60 43,441 43,441 100,000
61 49,456 49,456 100,000
62 56,129 56,129 100,000
63 63,551 63,551 100,000
64 71,829 71,829 100,000
65 81,090 81,090 100,000
66 91,411 91,411 108,779
67 102,793 102,793 121,296
68 115,343 115,343 134,951
69 129,176 129,176 149,844
70 144,421 144,421 166,084
71 161,221 161,221 182,179
72 179,791 179,791 199,568
73 200,340 200,340 218,371
74 223,119 223,119 238,738
75 248,400 248,400 260,820
76 276,509 276,509 290,334
77 307,513 307,513 322,889
78 341,701 341,701 358,786
79 379,367 379,367 398,335
80 420,854 420,854 441,897
81 466,504 466,504 489,829
82 516,697 516,697 542,532
83 571,873 571,873 600,466
84 632,451 632,451 664,074
85 698,933 698,933 733,880
86 771,776 771,776 810,365
87 851,528 851,528 894,105
88 938,744 938,744 985,681
89 1,034,006 1,034,006 1,085,706
90 1,137,932 1,137,932 1,194,828
91 1,251,184 1,251,184 1,301,231
92 1,377,332 1,377,332 1,418,652
93 1,518,428 1,518,428 1,548,796
94 1,676,949 1,676,949 1,693,718
95 1,855,894 1,855,894 1,855,894
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* In the absence of an additional premium, the Policy would lapse.
(1) Assumes that no Policy loans have been made.
(2) Current values reflect applicable Premium Expense Charges, current cost of
insurance rates, a monthly administrative charge of $31.00 per month in
Policy Year 1 and $6.00 per month thereafter, and a monthly mortality and
expense risk charge equal to .075% multiplied by the Variable Account Value,
which is equivalent to an annual rate of 0.90% of such amount during Policy
Years 1-10; and in Policy Years 11+ is equal to .021% multiplied by the
Variable Account Value, which is equivalent to an annual rate of .25% of
such amount.
(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the prospectus.
(4) Assumes that the planned premium is paid at the beginning of each Policy
Year. Values would be different if the premiums are paid with a different
frequency or in different amounts.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND POLICY VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
38
<PAGE>
ILLUSTRATION OF POLICY VALUES
PROTECTIVE LIFE INSURANCE COMPANY
MALE ISSUE AGE: 45 NON-SMOKER
$1,800 ANNUAL PLANNED PREMIUM
$100,000 FACE AMOUNT
DEATH BENEFIT OPTION 1
USING GUARANTEED COST OF INSURANCE RATES
<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL
ACCUMULATED GROSS INVESTMENT RETURNS GROSS INVESTMENT RETURNS
END OF AT --------------------------------- ---------------------------------
POLICY 5% INTEREST POLICY SURRENDER DEATH POLICY SURRENDER DEATH
AGE YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
--- ----------- ------------- --------- ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
46 1 1,890 941 469 100,000 1,018 546 100,000
47 2 3,875 2,141 1,668 100,000 2,364 1,892 100,000
48 3 5,958 3,296 2,823 100,000 3,742 3,270 100,000
49 4 8,146 4,405 3,933 100,000 5,153 4,681 100,000
50 5 10,443 5,467 4,995 100,000 6,597 6,124 100,000
51 6 10,966 6,481 6,009 100,000 8,072 7,600 100,000
52 7 13,404 7,442 7,022 100,000 9,576 9,156 100,000
53 8 15,964 8,345 7,977 100,000 11,105 10,738 100,000
54 9 18,652 9,186 8,871 100,000 12,657 12,342 100,000
55 10 21,475 9,958 9,696 100,000 14,225 13,963 100,000
56 11 24,439 10,694 10,484 100,000 15,846 15,636 100,000
57 12 25,661 11,352 11,194 100,000 17,480 17,322 100,000
58 13 28,834 11,929 11,824 100,000 19,125 19,020 100,000
59 14 32,165 12,421 12,368 100,000 20,780 20,727 100,000
60 15 35,664 12,819 12,819 100,000 22,438 22,438 100,000
61 16 39,337 13,114 13,114 100,000 24,095 24,095 100,000
62 17 43,194 13,297 13,297 100,000 25,744 25,744 100,000
63 18 45,353 13,352 13,352 100,000 27,375 27,375 100,000
64 19 49,511 13,263 13,263 100,000 28,978 28,978 100,000
65 20 53,876 13,010 13,010 100,000 30,540 30,540 100,000
66 21 58,460 12,575 12,575 100,000 32,051 32,051 100,000
67 22 63,273 11,942 11,942 100,000 33,503 33,503 100,000
68 23 68,327 11,089 11,089 100,000 34,887 34,887 100,000
69 24 71,743 9,994 9,994 100,000 36,193 36,193 100,000
70 25 77,220 8,629 8,629 100,000 37,407 37,407 100,000
71 26 82,972 6,945 6,945 100,000 38,505 38,505 100,000
72 27 89,010 4,831 4,831 100,000 39,422 39,422 100,000
73 28 95,351 2,320 2,320 100,000 40,190 40,190 100,000
74 29 102,008 * * * 40,725 40,725 100,000
75 30 108,999 * * * 40,976 40,976 100,000
76 31 116,338 * * * 40,891 40,891 100,000
77 32 124,045 * * * 40,412 40,412 100,000
78 33 132,138 * * * 39,467 39,467 100,000
79 34 140,635 * * * 37,970 37,970 100,000
80 35 149,556 * * * 35,802 35,802 100,000
81 36 158,924 * * * 32,788 32,788 100,000
82 37 168,760 * * * 28,688 28,688 100,000
83 38 179,088 * * * 23,161 23,161 100,000
84 39 189,933 * * * 15,737 15,737 100,000
85 40 201,319 * * * 5,786 5,786 100,000
86 41 213,275 * * * * * *
87 42 225,829 * * * * * *
88 43 239,011 * * * * * *
89 44 252,851 * * * * * *
90 45 267,384 * * * * * *
91 46 282,643 * * * * * *
92 47 298,665 * * * * * *
93 48 315,488 * * * * * *
94 49 333,153 * * * * * *
95 50 351,700 * * * * * *
<CAPTION>
12% HYPOTHETICAL
GROSS INVESTMENT RETURNS
--------------------------------
POLICY SURRENDER DEATH
AGE VALUE VALUE BENEFIT
--- -------- ----------- ---------
<S> <C> <C> <C>
46 1,096 624 100,000
47 2,597 2,125 100,000
48 4,226 3,754 100,000
49 5,997 5,525 100,000
50 7,921 7,449 100,000
51 10,014 9,542 100,000
52 12,290 11,870 100,000
53 14,763 14,396 100,000
54 17,454 17,139 100,000
55 20,379 20,117 100,000
56 23,604 23,394 100,000
57 27,121 26,963 100,000
58 30,963 30,858 100,000
59 35,170 35,117 100,000
60 39,782 39,782 100,000
61 44,850 44,850 100,000
62 50,431 50,431 100,000
63 56,591 56,591 100,000
64 63,410 63,410 100,000
65 70,984 70,984 100,000
66 79,432 79,432 100,000
67 88,856 88,856 104,850
68 99,186 99,186 116,048
69 110,487 110,487 128,165
70 122,851 122,851 141,279
71 136,374 136,374 154,103
72 151,210 151,210 167,843
73 167,528 167,528 182,606
74 185,490 185,490 198,474
75 205,302 205,302 215,567
76 227,213 227,213 238,574
77 251,192 251,192 263,752
78 277,420 277,420 291,291
79 306,094 306,094 321,399
80 337,424 337,424 354,295
81 371,627 371,627 390,208
82 408,932 408,932 429,379
83 449,574 449,574 472,053
84 493,795 493,795 518,485
85 541,849 541,849 568,941
86 594,008 594,008 623,709
87 650,563 650,563 683,091
88 711,822 711,822 747,413
89 778,116 778,116 817,021
90 849,786 849,786 892,276
91 927,180 927,180 964,267
92 1,013,069 1,013,069 1,043,461
93 1,108,826 1,108,826 1,131,002
94 1,216,117 1,216,117 1,228,279
95 1,336,985 1,336,985 1,336,985
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* In the absence of an additional premium, the Policy would lapse.
(1) Assumes that no Policy loans have been made.
(2) Guaranteed values reflect applicable Premium Expense Charges, guaranteed
cost of insurance rates, a monthly administrative charge of $33.00 per month
in Policy Year 1 and $8.00 per month thereafter, and a monthly mortality and
expense risk charge equal to .075% multiplied by the Variable Account Value,
which is equivalent to an annual rate of 0.90% of such amount during all
Policy Years.
(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the prospectus.
(4) Assumes that the planned premium is paid at the beginning of each Policy
Year. Values would be different if the premiums are paid with a different
frequency or in different amounts.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND POLICY VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
39
<PAGE>
ILLUSTRATION OF POLICY VALUES
PROTECTIVE LIFE INSURANCE COMPANY
MALE ISSUE AGE: 45 NON-SMOKER
$4,000 ANNUAL PLANNED PREMIUM
$100,000 FACE AMOUNT
DEATH BENEFIT OPTION 2
USING CURRENT COST OF INSURANCE RATES
<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL
ACCUMULATED GROSS INVESTMENT RETURNS GROSS INVESTMENT RETURNS
END OF AT --------------------------------- ---------------------------------
POLICY 5% INTEREST POLICY SURRENDER DEATH POLICY SURRENDER DEATH
AGE YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
--- ----------- ------------- --------- ----------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
46 1 4,200 2,986 2,514 102,986 3,187 2,715 103,187
47 2 8,610 6,191 5,719 106,191 6,787 6,315 106,787
48 3 13,241 9,311 8,838 109,311 10,507 10,035 110,507
49 4 18,103 12,344 11,872 112,344 14,352 13,880 114,352
50 5 23,208 15,290 14,817 115,290 18,321 17,849 118,321
51 6 24,368 18,146 17,674 118,146 22,419 21,947 122,419
52 7 29,786 20,909 20,489 120,909 26,643 26,223 126,643
53 8 35,476 23,572 23,205 123,572 30,991 30,623 130,991
54 9 41,450 26,132 25,817 126,132 35,462 35,147 135,462
55 10 47,722 28,581 28,319 128,581 40,053 39,791 140,053
56 11 54,308 31,392 31,183 131,392 45,340 45,130 145,340
57 12 57,024 34,267 34,109 134,267 50,982 50,824 150,982
58 13 64,075 37,015 36,910 137,015 56,800 56,696 156,800
59 14 71,478 39,639 39,587 139,639 62,805 62,753 162,805
60 15 79,252 42,123 42,123 142,123 68,988 68,988 168,988
61 16 87,415 44,421 44,421 144,421 75,308 75,308 175,308
62 17 95,986 46,578 46,578 146,578 81,816 81,816 181,816
63 18 100,785 48,584 48,584 148,584 88,509 88,509 188,509
64 19 110,024 50,428 50,428 150,428 95,383 95,383 195,383
65 20 119,725 52,097 52,097 152,097 102,432 102,432 202,432
66 21 129,912 53,579 53,579 153,579 109,649 109,649 209,649
67 22 140,607 54,856 54,856 154,856 117,022 117,022 217,022
68 23 151,838 55,906 55,906 155,906 124,535 124,535 224,535
69 24 159,430 56,711 56,711 156,711 132,171 132,171 232,171
70 25 171,601 57,246 57,246 157,246 139,909 139,909 239,909
71 26 184,381 57,486 57,486 157,486 147,724 147,724 247,724
72 27 197,800 57,408 57,408 157,408 155,593 155,593 255,593
73 28 211,890 56,991 56,991 156,991 163,492 163,492 263,492
74 29 226,685 56,247 56,247 156,247 171,433 171,433 271,433
75 30 242,219 55,101 55,101 155,101 179,336 179,336 279,336
76 31 258,530 53,510 53,510 153,510 187,151 187,151 287,151
77 32 275,656 51,428 51,428 151,428 194,818 194,818 294,818
78 33 293,639 48,861 48,861 148,861 202,334 202,334 302,334
79 34 312,521 45,700 45,700 145,700 209,570 209,570 309,570
80 35 332,347 41,962 41,962 141,962 216,526 216,526 316,526
81 36 353,165 37,524 37,524 137,524 223,052 223,052 323,052
82 37 375,023 32,327 32,327 132,327 229,061 229,061 329,061
83 38 397,974 26,420 26,420 126,420 234,568 234,568 334,568
84 39 422,073 19,656 19,656 119,656 239,388 239,388 339,388
85 40 447,376 12,060 12,060 112,060 243,505 243,505 343,505
86 41 473,945 3,427 3,427 103,427 246,661 246,661 346,661
87 42 501,842 * * * 248,785 248,785 348,785
88 43 531,134 * * * 249,725 249,725 349,725
89 44 561,891 * * * 249,321 249,321 349,321
90 45 594,186 * * * 247,424 247,424 347,424
91 46 628,095 * * * 243,902 243,902 343,902
92 47 659,500 * * * 238,699 238,699 338,699
93 48 692,475 * * * 231,685 231,685 331,685
94 49 727,099 * * * 222,722 222,722 322,722
95 50 763,453 * * * 211,666 211,666 311,666
<CAPTION>
12% HYPOTHETICAL
GROSS INVESTMENT RETURNS
--------------------------------
POLICY SURRENDER DEATH
AGE VALUE VALUE BENEFIT
--- -------- ----------- ---------
<S> <C> <C> <C>
46 3,388 2,915 103,388
47 7,407 6,935 107,407
48 11,802 11,330 111,802
49 16,610 16,138 116,610
50 21,868 21,396 121,868
51 27,619 27,147 127,619
52 33,907 33,487 133,907
53 40,777 40,409 140,777
54 48,282 47,968 148,282
55 56,478 56,216 156,478
56 66,151 65,941 166,151
57 76,974 76,816 176,974
58 88,870 88,765 188,870
59 101,956 101,904 201,956
60 116,344 116,344 216,344
61 132,123 132,123 232,123
62 149,490 149,490 249,490
63 168,605 168,605 268,605
64 189,644 189,644 289,644
65 212,800 212,800 312,800
66 238,286 238,286 338,286
67 266,335 266,335 366,335
68 297,199 297,199 397,199
69 331,160 331,160 431,160
70 368,525 368,525 468,525
71 409,633 409,633 509,633
72 454,861 454,861 554,861
73 504,630 504,630 604,630
74 559,442 559,442 659,442
75 619,758 619,758 719,758
76 686,127 686,127 786,127
77 759,147 759,147 859,147
78 839,542 839,542 939,542
79 927,989 927,989 1,027,989
80 1,025,372 1,025,372 1,125,372
81 1,132,520 1,132,520 1,232,520
82 1,250,424 1,250,424 1,350,424
83 1,380,291 1,380,291 1,480,291
84 1,523,252 1,523,252 1,623,252
85 1,680,743 1,680,743 1,780,743
86 1,854,112 1,854,112 1,954,112
87 2,045,028 2,045,028 2,147,280
88 2,254,252 2,254,252 2,366,964
89 2,482,775 2,482,775 2,606,913
90 2,732,081 2,732,081 2,868,685
91 3,003,759 3,003,759 3,123,909
92 3,306,374 3,306,374 3,406,374
93 3,644,837 3,644,837 3,744,837
94 4,019,218 4,019,218 4,119,218
95 4,432,473 4,432,473 4,532,473
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* In the absence of an additional premium, the Policy would lapse.
(1) Assumes that no Policy loans have been made.
(2) Current values reflect applicable Premium Expense Charges, guaranteed cost
of insurance rates, a monthly administrative charge of $31.00 per month in
Policy Year 1 and $6.00 per month thereafter, and a monthly mortality and
expense risk charge equal to .075% multiplied by the Variable Account Value,
which is equivalent to an annual rate of 0.90% of such amount during Policy
Years 1-10; and in Policy Years 11+ is equal to .021% multiplied by the
Variable Account Value, which is equivalent to an annual rate of .25% of
such amount.
(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the prospectus.
(4) Assumes that the planned premium is paid at the beginning of each Policy
Year. Values would be different if the premiums are paid with a different
frequency or in different amounts.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND POLICY VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
40
<PAGE>
ILLUSTRATION OF POLICY VALUES
PROTECTIVE LIFE INSURANCE COMPANY
MALE ISSUE AGE: 45 NON-SMOKER
$4,000 ANNUAL PLANNED PREMIUM
$100,000 FACE AMOUNT
DEATH BENEFIT OPTION 2
USING GUARANTEED COST OF INSURANCE RATES
<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL
ACCUMULATED GROSS INVESTMENT RETURNS GROSS INVESTMENT RETURNS
END OF AT --------------------------------- ---------------------------------
POLICY 5% INTEREST POLICY SURRENDER DEATH POLICY SURRENDER DEATH
AGE YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- --- ------- ----------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
46 1 4,200 2,963 2,490 102,963 3,162 2,690 103,162
47 2 8,610 6,144 5,672 106,144 6,737 6,264 106,737
48 3 13,241 9,240 8,768 109,240 10,431 9,958 110,431
49 4 18,103 12,252 11,779 112,252 14,247 13,775 114,247
50 5 23,208 15,175 14,703 115,175 18,188 17,716 118,188
51 6 24,368 18,010 17,537 118,010 22,255 21,783 122,255
52 7 29,786 20,751 20,331 120,751 26,448 26,028 126,448
53 8 35,476 23,393 23,026 123,393 30,763 30,396 130,763
54 9 41,450 25,933 25,618 125,933 35,200 34,886 135,200
55 10 47,722 28,362 28,099 128,362 39,756 39,494 139,756
56 11 54,308 30,754 30,544 130,754 44,511 44,301 144,511
57 12 57,024 33,024 32,867 133,024 49,381 49,224 149,381
58 13 64,075 35,169 35,064 135,169 54,367 54,262 154,367
59 14 71,478 37,184 37,132 137,184 59,467 59,414 159,467
60 15 79,252 39,059 39,059 139,059 64,672 64,672 164,672
61 16 87,415 40,786 40,786 140,786 69,975 69,975 169,975
62 17 95,986 42,353 42,353 142,353 75,367 75,367 175,367
63 18 100,785 43,746 43,746 143,746 80,833 80,833 180,833
64 19 110,024 44,946 44,946 144,946 86,354 86,354 186,354
65 20 119,725 45,937 45,937 145,937 91,911 91,911 191,911
66 21 129,912 46,700 46,700 146,700 97,483 97,483 197,483
67 22 140,607 47,225 47,225 147,225 103,057 103,057 203,057
68 23 151,838 47,497 47,497 147,497 108,611 108,611 208,611
69 24 159,430 47,502 47,502 147,502 114,127 114,127 214,127
70 25 171,601 47,221 47,221 147,221 119,577 119,577 219,577
71 26 184,381 46,622 46,622 146,622 124,923 124,923 224,923
72 27 197,800 45,608 45,608 145,608 130,052 130,052 230,052
73 28 211,890 44,249 44,249 144,249 135,021 135,021 235,021
74 29 226,685 42,429 42,429 142,429 139,696 139,696 239,696
75 30 242,219 40,094 40,094 140,094 144,003 144,003 244,003
76 31 258,530 37,215 37,215 137,215 147,884 147,884 247,884
77 32 275,656 33,762 33,762 133,762 151,283 151,283 251,283
78 33 293,639 29,712 29,712 129,712 154,144 154,144 254,144
79 34 312,521 25,051 25,051 125,051 156,420 156,420 256,420
80 35 332,347 19,745 19,745 119,745 158,041 158,041 258,041
81 36 353,165 13,737 13,737 113,737 158,907 158,907 258,907
82 37 375,023 6,946 6,946 106,946 158,891 158,891 258,891
83 38 397,974 * * * 157,836 157,836 257,836
84 39 422,073 * * * 155,565 155,565 255,565
85 40 447,376 * * * 151,915 151,915 251,915
86 41 473,945 * * * 146,744 146,744 246,744
87 42 501,842 * * * 139,934 139,934 239,934
88 43 531,134 * * * 131,372 131,372 231,372
89 44 561,891 * * * 120,968 120,968 220,968
90 45 594,186 * * * 108,611 108,611 208,611
91 46 628,095 * * * 94,163 94,163 194,163
92 47 659,500 * * * 77,453 77,453 177,453
93 48 692,475 * * * 58,248 58,248 158,248
94 49 727,099 * * * 36,227 36,227 136,227
95 50 763,453 * * * 10,717 10,717 110,717
<CAPTION>
12% HYPOTHETICAL
GROSS INVESTMENT RETURNS
---------------------------------
POLICY SURRENDER DEATH
AGE VALUE VALUE BENEFIT
- --- --------- --------- ---------
<S> <C> <C> <C>
46 3,362 2,890 103,362
47 7,354 6,881 107,354
48 11,718 11,246 111,718
49 16,493 16,020 116,493
50 21,713 21,241 121,713
51 27,424 26,951 127,424
52 33,666 33,246 133,666
53 40,486 40,119 140,486
54 47,937 47,622 147,937
55 56,072 55,810 156,072
56 65,043 64,833 165,043
57 74,837 74,679 174,837
58 85,531 85,426 185,531
59 97,210 97,158 197,210
60 109,961 109,961 209,961
61 123,880 123,880 223,880
62 139,071 139,071 239,071
63 155,644 155,644 255,644
64 173,716 173,716 273,716
65 193,417 193,417 293,417
66 214,890 214,890 314,890
67 238,297 238,297 338,297
68 263,814 263,814 363,814
69 291,636 291,636 391,636
70 321,970 321,970 421,970
71 355,031 355,031 455,031
72 390,987 390,987 490,987
73 430,196 430,196 530,196
74 472,859 472,859 572,859
75 519,259 519,259 619,259
76 569,733 569,733 669,733
77 624,652 624,652 724,652
78 684,431 684,431 784,431
79 749,535 749,535 849,535
80 820,458 820,458 920,458
81 897,712 897,712 997,712
82 981,841 981,841 1,081,841
83 1,073,418 1,073,418 1,173,418
84 1,173,057 1,173,057 1,273,057
85 1,281,459 1,281,459 1,381,459
86 1,399,427 1,399,427 1,499,427
87 1,527,870 1,527,870 1,627,870
88 1,667,804 1,667,804 1,767,804
89 1,820,375 1,820,375 1,920,375
90 1,986,828 1,986,828 2,086,828
91 2,167,684 2,167,684 2,267,684
92 2,365,964 2,365,964 2,465,964
93 2,582,467 2,582,467 2,682,467
94 2,818,813 2,818,813 2,918,813
95 3,076,438 3,076,438 3,176,438
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* In the absence of an additional premium, the Policy would lapse.
(1) Assumes that no Policy loans have been made.
(2) Guaranteed values reflect applicable Premium Expense Charges, current cost
of insurance rates, a monthly administrative charge of $33.00 per month in
Policy Year 1 and $8.00 per month thereafter, and a monthly mortality and
expense risk charge equal to .075% multiplied by the Variable Account Value,
which is equivalent to an annual rate of 0.90% of such amount during all
Policy Years.
(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the prospectus.
(4) Assumes that the planned premium is paid at the beginning of each Policy
Year. Values would be different if the premiums are paid with a different
frequency or in different amounts.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND POLICY VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
41
<PAGE>
ILLUSTRATION OF POLICY VALUES
PROTECTIVE LIFE INSURANCE COMPANY
FEMALE ISSUE AGE: 45 NON-SMOKER
$3,000 ANNUAL PLANNED PREMIUM
$100,000 FACE AMOUNT
DEATH BENEFIT OPTION 2
USING CURRENT COST OF INSURANCE RATES
<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL
ACCUMULATED GROSS INVESTMENT RETURNS GROSS INVESTMENT RETURNS
END OF AT --------------------------------- ---------------------------------
POLICY 5% INTEREST POLICY SURRENDER DEATH POLICY SURRENDER DEATH
AGE YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- --- --------- ----------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
46 1 3,150 2,098 1,705 102,098 2,244 1,851 102,244
47 2 6,458 4,437 4,044 104,437 4,868 4,476 104,868
48 3 9,930 6,713 6,320 106,713 7,580 7,188 107,580
49 4 13,577 8,925 8,532 108,925 10,381 9,988 110,381
50 5 17,406 11,073 10,680 111,073 13,273 12,880 113,273
51 6 18,276 13,155 12,762 113,155 16,257 15,864 116,257
52 7 22,340 15,169 14,820 115,169 19,333 18,984 119,333
53 8 26,607 17,113 16,807 117,113 22,502 22,197 122,502
54 9 31,087 19,138 18,876 119,138 25,923 25,661 125,923
55 10 35,792 21,174 20,956 121,174 29,535 29,317 129,535
56 11 40,731 23,347 23,172 123,347 33,539 33,365 133,539
57 12 42,768 25,456 25,325 125,456 37,698 37,567 137,698
58 13 48,056 27,494 27,407 127,494 42,009 41,921 142,009
59 14 53,609 29,437 29,393 129,437 46,455 46,411 146,455
60 15 59,439 31,305 31,305 131,305 51,062 51,062 151,062
61 16 65,561 33,052 33,052 133,052 55,790 55,790 155,790
62 17 71,989 34,716 34,716 134,716 60,682 60,682 160,682
63 18 75,589 36,290 36,290 136,290 65,738 65,738 165,738
64 19 82,518 37,781 37,781 137,781 70,973 70,973 170,973
65 20 89,794 39,173 39,173 139,173 76,376 76,376 176,376
66 21 97,434 40,459 40,459 140,459 81,949 81,949 181,949
67 22 105,456 41,632 41,632 141,632 87,690 87,690 187,690
68 23 113,878 42,694 42,694 142,694 93,610 93,610 193,610
69 24 119,572 43,623 43,623 143,623 99,692 99,692 199,692
70 25 128,701 44,424 44,424 144,424 105,948 105,948 205,948
71 26 138,286 45,066 45,066 145,066 112,352 112,352 212,352
72 27 148,350 45,545 45,545 145,545 118,908 118,908 218,908
73 28 158,918 45,819 45,819 145,819 125,575 125,575 225,575
74 29 170,014 45,880 45,880 145,880 132,349 132,349 232,349
75 30 181,664 45,669 45,669 145,669 139,172 139,172 239,172
76 31 193,897 45,173 45,173 145,173 146,030 146,030 246,030
77 32 206,742 44,348 44,348 144,348 152,875 152,875 252,875
78 33 220,229 43,149 43,149 143,149 159,657 159,657 259,657
79 34 234,391 41,483 41,483 141,483 166,272 166,272 266,272
80 35 249,260 39,337 39,337 139,337 172,693 172,693 272,693
81 36 264,873 36,659 36,659 136,659 178,851 178,851 278,851
82 37 281,267 33,398 33,398 133,398 184,677 184,677 284,677
83 38 298,480 29,505 29,505 129,505 190,093 190,093 290,093
84 39 316,554 24,859 24,859 124,859 194,950 194,950 294,950
85 40 335,532 19,474 19,474 119,474 199,225 199,225 299,225
86 41 355,459 13,301 13,301 113,301 202,832 202,832 302,832
87 42 376,382 6,271 6,271 106,271 205,658 205,658 305,658
88 43 398,351 * * * 207,600 207,600 307,600
89 44 421,418 * * * 208,550 208,550 308,550
90 45 445,639 * * * 208,396 208,396 308,396
91 46 471,071 * * * 207,016 207,016 307,016
92 47 497,775 * * * 204,316 204,316 304,316
93 48 522,664 * * * 200,170 200,170 300,170
94 49 548,797 * * * 194,444 194,444 294,444
95 50 576,237 * * * 186,997 186,997 286,997
<CAPTION>
12% HYPOTHETICAL
GROSS INVESTMENT RETURNS
---------------------------------
POLICY SURRENDER DEATH
AGE VALUE VALUE BENEFIT
- --- --------- --------- ---------
<S> <C> <C> <C>
46 2,390 1,997 102,390
47 5,318 4,925 105,318
48 8,519 8,126 108,519
49 12,019 11,626 112,019
50 15,847 15,454 115,847
51 20,032 19,639 120,032
52 24,608 24,259 124,608
53 29,610 29,305 129,610
54 35,242 34,980 135,242
55 41,495 41,276 141,495
56 48,721 48,546 148,721
57 56,689 56,558 156,689
58 65,471 65,383 165,471
59 75,128 75,084 175,128
60 85,775 85,775 185,775
61 97,471 97,471 197,471
62 110,366 110,366 210,366
63 124,584 124,584 224,584
64 140,273 140,273 240,273
65 157,576 157,576 257,576
66 176,659 176,659 276,659
67 197,705 197,705 297,705
68 220,929 220,929 320,929
69 246,542 246,542 346,542
70 274,806 274,806 374,806
71 305,974 305,974 405,974
72 340,356 340,356 440,356
73 378,252 378,252 478,252
74 420,032 420,032 520,032
75 466,053 466,053 566,053
76 516,756 516,756 616,756
77 572,601 572,601 672,601
78 634,091 634,091 734,091
79 701,735 701,735 801,735
80 776,181 776,181 876,181
81 858,105 858,105 958,105
82 948,258 948,258 1,048,258
83 1,047,471 1,047,471 1,147,471
84 1,156,591 1,156,591 1,256,591
85 1,276,697 1,276,697 1,376,697
86 1,408,920 1,408,920 1,508,920
87 1,554,491 1,554,491 1,654,491
88 1,714,790 1,714,790 1,814,790
89 1,891,346 1,891,346 1,991,346
90 2,085,756 2,085,756 2,190,043
91 2,298,733 2,298,733 2,398,733
92 2,534,849 2,534,849 2,634,849
93 2,795,212 2,795,212 2,895,212
94 3,082,378 3,082,378 3,182,378
95 3,399,187 3,399,187 3,499,187
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* In the absence of an additional premium, the Policy would lapse.
(1) Assumes that no Policy loans have been made.
(2) Current values reflect applicable Premium Expense Charges, current cost of
insurance rates, a monthly administrative charge of $31.00 per month in
Policy Year 1 and $6.00 thereafter, and a monthly mortality and expense risk
charge equal to .075% multiplied by the Variable Account Value, which is
equivalent to an annual rate of 0.90% of such amount during Policy Years
1-10; and in Policy Years 11+ is equal to .021% multiplied by the Variable
Account Value, which is equivalent to an annual rate of .25% of such amount.
(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the prospectus.
(4) Assumes that the planned premium is paid at the beginning of each Policy
Year. Values would be different if the premiums are paid with a different
frequency or in different amounts.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND POLICY VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
42
<PAGE>
ILLUSTRATION OF POLICY VALUES
PROTECTIVE LIFE INSURANCE COMPANY
FEMALE ISSUE AGE: 45 NON-SMOKER
$3,000 ANNUAL PLANNED PREMIUM
$100,000 FACE AMOUNT
DEATH BENEFIT OPTION 2
USING GUARANTEED COST OF INSURANCE RATES
<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL
ACCUMULATED GROSS INVESTMENT RETURNS GROSS INVESTMENT RETURNS
END OF AT --------------------------------- ---------------------------------
POLICY 5% INTEREST POLICY SURRENDER DEATH POLICY SURRENDER DEATH
AGE YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- --- --------- ----------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
46 1 3,150 2,074 1,682 102,074 2,219 1,826 102,219
47 2 6,458 4,390 3,997 104,390 4,818 4,426 104,818
48 3 9,930 6,643 6,250 106,643 7,504 7,111 107,504
49 4 13,577 8,832 8,440 108,832 10,276 9,884 110,276
50 5 17,406 10,958 10,566 110,958 13,140 12,747 113,140
51 6 18,276 13,018 12,625 113,018 16,093 15,700 116,093
52 7 22,340 15,011 14,662 115,011 19,138 18,789 119,138
53 8 26,607 16,934 16,628 116,934 22,274 21,969 122,274
54 9 31,087 18,782 18,520 118,782 25,500 25,238 125,500
55 10 35,792 20,556 20,338 120,556 28,818 28,599 128,818
56 11 40,731 22,313 22,139 122,313 32,290 32,116 132,290
57 12 42,768 23,994 23,863 123,994 35,861 35,730 135,861
58 13 48,056 25,599 25,512 125,599 39,534 39,447 139,534
59 14 53,609 27,133 27,089 127,133 43,316 43,272 143,316
60 15 59,439 28,592 28,592 128,592 47,207 47,207 147,207
61 16 65,561 29,972 29,972 129,972 51,205 51,205 151,205
62 17 71,989 31,263 31,263 131,263 55,304 55,304 155,304
63 18 75,589 32,450 32,450 132,450 59,490 59,490 159,490
64 19 82,518 33,514 33,514 133,514 63,746 63,746 163,746
65 20 89,794 34,438 34,438 134,438 68,055 68,055 168,055
66 21 97,434 35,216 35,216 135,216 72,409 72,409 172,409
67 22 105,456 35,839 35,839 135,839 76,799 76,799 176,799
68 23 113,878 36,308 36,308 136,308 81,226 81,226 181,226
69 24 119,572 36,626 36,626 136,626 85,690 85,690 185,690
70 25 128,701 36,784 36,784 136,784 90,181 90,181 190,181
71 26 138,286 36,762 36,762 136,762 94,677 94,677 194,677
72 27 148,350 36,528 36,528 136,528 99,141 99,141 199,141
73 28 158,918 36,036 36,036 136,036 103,521 103,521 203,521
74 29 170,014 35,231 35,231 135,231 107,753 107,753 207,753
75 30 181,664 34,064 34,064 134,064 111,772 111,772 211,772
76 31 193,897 32,489 32,489 132,489 115,518 115,518 215,518
77 32 206,742 30,474 30,474 130,474 118,935 118,935 218,935
78 33 220,229 27,989 27,989 127,989 121,975 121,975 221,975
79 34 234,391 25,008 25,008 125,008 124,584 124,584 224,584
80 35 249,260 21,490 21,490 121,490 126,692 126,692 226,692
81 36 264,873 17,368 17,368 117,368 128,201 128,201 228,201
82 37 281,267 12,556 12,556 112,556 128,986 128,986 228,986
83 38 298,480 6,945 6,945 106,945 128,890 128,890 228,890
84 39 316,554 414 414 100,414 127,738 127,738 227,738
85 40 335,532 * * * 125,370 125,370 225,370
86 41 355,459 * * * 121,620 121,620 221,620
87 42 376,382 * * * 116,339 116,339 216,339
88 43 398,351 * * * 109,364 109,364 209,364
89 44 421,418 * * * 100,538 100,538 200,538
90 45 445,639 * * * 89,677 89,677 189,677
91 46 471,071 * * * 76,586 76,586 176,586
92 47 497,775 * * * 61,030 61,030 161,030
93 48 522,664 * * * 42,706 42,706 142,706
94 49 548,797 * * * 21,196 21,196 121,196
95 50 576,237 * * * * * *
<CAPTION>
12% HYPOTHETICAL
GROSS INVESTMENT RETURNS
---------------------------------
POLICY SURRENDER DEATH
AGE VALUE VALUE BENEFIT
- --- --------- --------- ---------
<S> <C> <C> <C>
46 2,365 1,972 102,365
47 5,265 4,872 105,265
48 8,435 8,042 108,435
49 11,901 11,508 111,901
50 15,692 15,299 115,692
51 19,836 19,443 119,836
52 24,367 24,018 124,367
53 29,319 29,014 129,319
54 34,731 34,469 134,731
55 40,645 40,427 140,645
56 47,178 47,003 147,178
57 54,323 54,192 154,323
58 62,143 62,055 162,143
59 70,708 70,665 170,708
60 80,091 80,091 180,091
61 90,367 90,367 190,367
62 101,614 101,614 201,614
63 113,913 113,913 213,913
64 127,349 127,349 227,349
65 142,017 142,017 242,017
66 158,031 158,031 258,031
67 175,516 175,516 275,516
68 194,620 194,620 294,620
69 215,505 215,505 315,505
70 238,340 238,340 338,340
71 263,299 263,299 363,299
72 290,559 290,559 390,559
73 320,299 320,299 420,299
74 352,709 352,709 452,709
75 387,998 387,998 487,998
76 426,405 426,405 526,405
77 468,201 468,201 568,201
78 513,692 513,692 613,692
79 563,213 563,213 663,213
80 617,120 617,120 717,120
81 675,775 675,775 775,775
82 739,557 739,557 839,557
83 808,855 808,855 908,855
84 884,084 884,084 984,084
85 965,725 965,725 1,065,725
86 1,054,309 1,054,309 1,154,309
87 1,150,444 1,150,444 1,250,444
88 1,254,793 1,254,793 1,354,793
89 1,368,099 1,368,099 1,468,099
90 1,491,158 1,491,158 1,591,158
91 1,624,846 1,624,846 1,724,846
92 1,770,090 1,770,090 1,870,090
93 1,927,855 1,927,855 2,027,855
94 2,099,097 2,099,097 2,199,097
95 2,284,606 2,284,606 2,384,606
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* In the absence of an additional premium, the Policy would lapse.
(1) Assumes that no Policy loans have been made.
(2) Guaranteed values reflect applicable Premium Expense Charges, guaranteed
cost of insurance rates, a monthly administrative charge of $33.00 per month
in Policy Year 1 and $8.00 per month thereafter, and a monthly mortality and
expense risk charge equal to .075% multiplied by the Variable Account Value,
which is equivalent to an annual rate 0.90% of such amount during all Policy
Years.
(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the prospectus.
(4) Assumes that the planned premium is paid at the beginning of each Policy
Year. Values would be different if the premiums are paid with a different
frequency or in different amounts.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND POLICY VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
43
<PAGE>
ILLUSTRATION OF POLICY VALUES
PROTECTIVE LIFE INSURANCE COMPANY
FEMALE ISSUE AGE: 45 NON-SMOKER
$1,500 ANNUAL PLANNED PREMIUM
$100,000 FACE AMOUNT
DEATH BENEFIT OPTION 1
USING CURRENT COST OF INSURANCE RATES
<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL
ACCUMULATED GROSS INVESTMENT RETURNS GROSS INVESTMENT RETURNS
END OF AT --------------------------------- ---------------------------------
POLICY 5% INTEREST POLICY SURRENDER DEATH POLICY SURRENDER DEATH
AGE YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- --- --------- ----------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
46 1 1,575 720 327 100,000 782 389 100,000
47 2 3,229 1,708 1,315 100,000 1,888 1,495 100,000
48 3 4,965 2,661 2,268 100,000 3,021 2,628 100,000
49 4 6,788 3,577 3,184 100,000 4,182 3,789 100,000
50 5 8,703 4,457 4,064 100,000 5,372 4,980 100,000
51 6 9,138 5,297 4,904 100,000 6,589 6,197 100,000
52 7 11,170 6,097 5,748 100,000 7,833 7,484 100,000
53 8 13,303 6,855 6,549 100,000 9,103 8,797 100,000
54 9 15,544 7,709 7,447 100,000 10,538 10,277 100,000
55 10 17,896 8,594 8,376 100,000 12,083 11,864 100,000
56 11 20,366 9,524 9,350 100,000 13,784 13,609 100,000
57 12 21,384 10,412 10,281 100,000 15,539 15,408 100,000
58 13 24,028 11,251 11,164 100,000 17,347 17,260 100,000
59 14 26,804 12,022 11,978 100,000 19,191 19,148 100,000
60 15 29,720 12,741 12,741 100,000 21,091 21,091 100,000
61 16 32,781 13,371 13,371 100,000 23,016 23,016 100,000
62 17 35,995 13,942 13,942 100,000 24,997 24,997 100,000
63 18 37,794 14,452 14,452 100,000 27,037 27,037 100,000
64 19 41,259 14,903 14,903 100,000 29,144 29,144 100,000
65 20 44,897 15,285 15,285 100,000 31,315 31,315 100,000
66 21 48,717 15,590 15,590 100,000 33,551 33,551 100,000
67 22 52,728 15,811 15,811 100,000 35,853 35,853 100,000
68 23 56,939 15,952 15,952 100,000 38,233 38,233 100,000
69 24 59,786 15,991 15,991 100,000 40,685 40,685 100,000
70 25 64,350 15,932 15,932 100,000 43,220 43,220 100,000
71 26 69,143 15,746 15,746 100,000 45,834 45,834 100,000
72 27 74,175 15,429 15,429 100,000 48,536 48,536 100,000
73 28 79,459 14,941 14,941 100,000 51,317 51,317 100,000
74 29 85,007 14,269 14,269 100,000 54,192 54,192 100,000
75 30 90,832 13,356 13,356 100,000 57,149 57,149 100,000
76 31 96,949 12,180 12,180 100,000 60,207 60,207 100,000
77 32 103,371 10,688 10,688 100,000 63,373 63,373 100,000
78 33 110,115 8,818 8,818 100,000 66,660 66,660 100,000
79 34 117,195 6,457 6,457 100,000 70,074 70,074 100,000
80 35 124,630 3,550 3,550 100,000 73,655 73,655 100,000
81 36 132,437 * * * 77,444 77,444 100,000
82 37 140,634 * * * 81,495 81,495 100,000
83 38 149,240 * * * 85,880 85,880 100,000
84 39 158,277 * * * 90,685 90,685 100,000
85 40 167,766 * * * 96,038 96,038 100,840
86 41 176,154 * * * 101,686 101,686 106,770
87 42 184,962 * * * 107,531 107,531 112,908
88 43 194,210 * * * 113,575 113,575 119,254
89 44 203,921 * * * 119,814 119,814 125,805
90 45 214,117 * * * 126,248 126,248 132,560
91 46 224,823 * * * 132,871 132,871 138,186
92 47 236,064 * * * 139,896 139,896 144,093
93 48 247,867 * * * 147,386 147,386 150,333
94 49 260,260 * * * 155,416 155,416 156,970
95 50 273,273 * * * 162,369 162,369 162,369
<CAPTION>
12% HYPOTHETICAL
GROSS INVESTMENT RETURNS
---------------------------------
POLICY SURRENDER DEATH
AGE VALUE VALUE BENEFIT
- --- --------- --------- ---------
<S> <C> <C> <C>
46 845 452 100,000
47 2,075 1,682 100,000
48 3,412 3,019 100,000
49 4,865 4,472 100,000
50 6,446 6,053 100,000
51 8,166 7,773 100,000
52 10,038 9,689 100,000
53 12,077 11,772 100,000
54 14,439 14,177 100,000
55 17,092 16,874 100,000
56 20,155 19,980 100,000
57 23,529 23,398 100,000
58 27,247 27,160 100,000
59 31,333 31,289 100,000
60 35,847 35,847 100,000
61 40,816 40,816 100,000
62 46,321 46,321 100,000
63 52,432 52,432 100,000
64 59,229 59,229 100,000
65 66,797 66,797 100,000
66 75,239 75,239 100,000
67 84,674 84,674 100,000
68 95,155 95,155 111,332
69 106,738 106,738 123,816
70 119,540 119,540 137,472
71 133,686 133,686 151,066
72 149,346 149,346 165,774
73 166,686 166,686 181,687
74 185,901 185,901 198,915
75 207,210 207,210 217,570
76 230,868 230,868 242,412
77 257,012 257,012 269,863
78 285,889 285,889 300,184
79 317,765 317,765 333,653
80 352,937 352,937 370,584
81 391,725 391,725 411,311
82 434,475 434,475 456,199
83 481,565 481,565 505,643
84 533,379 533,379 560,048
85 590,372 590,372 619,890
86 653,013 653,013 685,664
87 721,805 721,805 757,895
88 797,288 797,288 837,152
89 880,040 880,040 924,042
90 970,681 970,681 1,019,215
91 1,069,866 1,069,866 1,112,661
92 1,180,117 1,180,117 1,215,520
93 1,303,065 1,303,065 1,329,126
94 1,440,664 1,440,664 1,455,071
95 1,595,267 1,595,267 1,595,267
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* In the absence of an additional premium, the Policy would lapse.
(1) Assumes that no Policy loans have been made.
(2) Current values reflect applicable Premium Expense Charges, current cost of
insurance rates, a monthly administrative charge of $31.00 per month in
Policy Year 1 and $6.00 thereafter, and a monthly mortality and expense risk
charge equal to .075% multiplied by the Variable Account Value, which is
equivalent to an annual rate of 0.90% of such amount during Policy Years
1-10; and in Policy Years 11+ is equal to .021% multiplied by the Variable
Account Value, which is equivalent to an annual rate of .25% of such amount.
(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the prospectus.
(4) Assumes that the planned premium is paid at the beginning of each Policy
Year. Values would be different if the premiums are paid with a different
frequency or in different amounts.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND POLICY VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
44
<PAGE>
ILLUSTRATION OF POLICY VALUES
PROTECTIVE LIFE INSURANCE COMPANY
FEMALE ISSUE AGE: 45 NON-SMOKER
$1,500 ANNUAL PLANNED PREMIUM
$100,000 FACE AMOUNT
DEATH BENEFIT OPTION 1
USING GUARANTEED COST OF INSURANCE RATES
<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL
ACCUMULATED GROSS INVESTMENT RETURNS GROSS INVESTMENT RETURNS
END OF AT --------------------------------- ---------------------------------
POLICY 5% INTEREST POLICY SURRENDER DEATH POLICY SURRENDER DEATH
AGE YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- --- --------- ----------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
46 1 1,575 696 303 100,000 758 365 100,000
47 2 3,229 1,661 1,268 100,000 1,837 1,444 100,000
48 3 4,965 2,590 2,198 100,000 2,944 2,551 100,000
49 4 6,788 3,484 3,091 100,000 4,077 3,684 100,000
50 5 8,703 4,341 3,948 100,000 5,238 4,845 100,000
51 6 9,138 5,159 4,766 100,000 6,424 6,031 100,000
52 7 11,170 5,937 5,588 100,000 7,636 7,286 100,000
53 8 13,303 6,673 6,367 100,000 8,871 8,565 100,000
54 9 15,544 7,362 7,100 100,000 10,127 9,865 100,000
55 10 17,896 8,004 7,786 100,000 11,404 11,185 100,000
56 11 20,366 8,627 8,453 100,000 12,733 12,558 100,000
57 12 21,384 9,202 9,071 100,000 14,086 13,955 100,000
58 13 24,028 9,730 9,642 100,000 15,465 15,377 100,000
59 14 26,804 10,213 10,169 100,000 16,874 16,830 100,000
60 15 29,720 10,649 10,649 100,000 18,314 18,314 100,000
61 16 32,781 11,033 11,033 100,000 19,781 19,781 100,000
62 17 35,995 11,357 11,357 100,000 21,269 21,269 100,000
63 18 37,794 11,606 11,606 100,000 22,770 22,770 100,000
64 19 41,259 11,764 11,764 100,000 24,268 24,268 100,000
65 20 44,897 11,815 11,815 100,000 25,754 25,754 100,000
66 21 48,717 11,750 11,750 100,000 27,222 27,222 100,000
67 22 52,728 11,562 11,562 100,000 28,668 28,668 100,000
68 23 56,939 11,249 11,249 100,000 30,094 30,094 100,000
69 24 59,786 10,808 10,808 100,000 31,502 31,502 100,000
70 25 64,350 10,230 10,230 100,000 32,888 32,888 100,000
71 26 69,143 9,491 9,491 100,000 34,239 34,239 100,000
72 27 74,175 8,557 8,557 100,000 35,535 35,535 100,000
73 28 79,459 7,375 7,375 100,000 36,743 36,743 100,000
74 29 85,007 5,883 5,883 100,000 37,829 37,829 100,000
75 30 90,832 4,014 4,014 100,000 38,753 38,753 100,000
76 31 96,949 1,699 1,699 100,000 39,479 39,479 100,000
77 32 103,371 * * * 39,972 39,972 100,000
78 33 110,115 * * * 40,193 40,193 100,000
79 34 117,195 * * * 40,100 40,100 100,000
80 35 124,630 * * * 39,628 39,628 100,000
81 36 132,437 * * * 38,684 38,684 100,000
82 37 140,634 * * * 37,138 37,138 100,000
83 38 149,240 * * * 34,811 34,811 100,000
84 39 158,277 * * * 31,461 31,461 100,000
85 40 167,766 * * * 26,784 26,784 100,000
86 41 176,154 * * * 20,370 20,370 100,000
87 42 184,962 * * * 11,668 11,668 100,000
88 43 194,210 * * * * * *
89 44 203,921 * * * * * *
90 45 214,117 * * * * * *
91 46 224,823 * * * * * *
92 47 236,064 * * * * * *
93 48 247,867 * * * * * *
94 49 260,260 * * * * * *
95 50 273,273 * * * * * *
<CAPTION>
12% HYPOTHETICAL
GROSS INVESTMENT RETURNS
---------------------------------
POLICY SURRENDER DEATH
AGE VALUE VALUE BENEFIT
- ------------ --------- ---------
<S> <C> <C> <C>
46 820 427 100,000
47 2,022 1,629 100,000
48 3,327 2,935 100,000
49 4,746 4,353 100,000
50 6,289 5,896 100,000
51 7,967 7,575 100,000
52 9,793 9,444 100,000
53 11,781 11,475 100,000
54 13,943 13,681 100,000
55 16,299 16,081 100,000
56 18,903 18,728 100,000
57 21,749 21,618 100,000
58 24,868 24,781 100,000
59 28,293 28,249 100,000
60 32,059 32,059 100,000
61 36,201 36,201 100,000
62 40,760 40,760 100,000
63 45,778 45,778 100,000
64 51,305 51,305 100,000
65 57,400 57,400 100,000
66 64,140 64,140 100,000
67 71,618 71,618 100,000
68 79,940 79,940 100,000
69 89,216 89,216 103,491
70 99,420 99,420 114,333
71 110,613 110,613 124,993
72 122,919 122,919 136,440
73 136,453 136,453 148,733
74 151,349 151,349 161,943
75 167,763 167,763 176,152
76 185,881 185,881 195,175
77 205,746 205,746 216,034
78 227,519 227,519 238,895
79 251,371 251,371 263,940
80 277,486 277,486 291,361
81 306,058 306,058 321,361
82 337,290 337,290 354,154
83 371,393 371,393 389,962
84 408,584 408,584 429,013
85 449,095 449,095 471,549
86 493,167 493,167 517,825
87 541,056 541,056 568,108
88 593,024 593,024 622,675
89 649,347 649,347 681,815
90 710,301 710,301 745,816
91 776,164 776,164 807,210
92 848,999 848,999 874,469
93 929,923 929,923 948,521
94 1,020,307 1,020,307 1,030,510
95 1,121,879 1,121,879 1,121,879
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* In the absence of an additional premium, the Policy would lapse.
(1) Assumes that no Policy loans have been made.
(2) Guaranteed values reflect applicable Premium Expense Charges, guaranteed
cost of insurance rates, a monthly administrative charge of $33.00 per month
in Policy Year 1 and $8.00 per month thereafter, and a monthly mortality and
expense risk charge equal to .075% multiplied by the Variable Account Value,
which is equivalent to an annual rate 0.90% of such amount during all Policy
Years.
(3) Net investment returns are calculated as the hypothetical gross investment
returns less all charges and deductions shown in the prospectus.
(4) Assumes that the planned premium is paid at the beginning of each Policy
Year. Values would be different if the premiums are paid with a different
frequency or in different amounts.
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN
THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND RATES OF
INFLATION. THE DEATH BENEFIT AND POLICY VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6% OR 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS THAT
THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
45
<PAGE>
OTHER POLICY BENEFITS AND PROVISIONS
LIMITS ON RIGHTS TO CONTEST THE POLICY
INCONTESTABILITY. Protective Life will not contest the Policy, or any
supplemental benefit and/or 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, unless fraud is involved. Any increase in the
Face Amount will be incontestable 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 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.
CHANGES IN THE POLICY OR BENEFITS
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
benefits and/or riders, the Death Benefit under the Policy or such supplemental
benefits and/or riders is the amount which would have been provided by the most
recent cost of insurance charge, and the cost of such supplemental benefits
and/or riders, at the correct age and sex.
OTHER CHANGES. At any time Protective Life may make such changes in the
Policy as are necessary to assure compliance with any applicable laws,
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 Code. Any such changes will apply uniformly to all
affected Policies and Owners will receive notification of such changes.
SUSPENSION OR DELAY 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, the amount will be
determined as of the date of receipt of all required documents. 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; or (2) the SEC by order
permits postponement of payment to protect Owners. See also "Payments from the
Fixed Account".
REPORTS TO POLICY OWNERS
At least once 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; 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 Fund, as required by the
1940 Act. In addition, when you pay Premium Payments or request any other
financial transaction under your Policy you will receive a written confirmation
of these transactions.
ASSIGNMENT
The Policy may be assigned in accordance with its terms. In order for any
assignment to be binding upon Protective Life, it must be 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
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(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. An assignment may result in certain
amounts being subject to income tax and a 10% penalty tax. See "Tax
Considerations".
ARBITRATION
The Policy provides that any controversy, dispute or claim by any Owner(s),
Insured, or Beneficiary (a "claimant") arising out of insurance provided under
the Policy will be submitted to binding arbitration pursuant to the Federal
Arbitration Act. Arbitration will be binding upon any claimant as well as
Protective Life and may not be set aside in later litigation except upon the
limited circumstances set forth in the Federal Arbitration Act. Arbitration
expenses will be borne by the losing party or in such proportion as the
arbitrator(s) shall decide. Consult the Policy for additional information. This
provision does not apply to Policies issued in certain states.
SUPPLEMENTAL BENEFITS AND/OR RIDERS
The following supplemental benefits and/or riders are available and may be
added to your Policy. Monthly charges for these benefits and/or riders will be
deducted from your Policy Value as part of the monthly deduction (see "Monthly
Deduction"). The supplemental benefits and/or riders available with the Policies
do not vary with the investment experience of the Variable Account.
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 for this benefit.
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 for this benefit.
DISABILITY BENEFIT RIDER. Provides for the crediting of a specific Premium
Payment 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, the Company will credit Premium Payments 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 Payment equal to the
disability benefit amount on each Monthly Anniversary Day. The Owner may change
the disability benefit amount by Written Notice at any time before the Insured
becomes totally disabled.
GUARANTEED INSURABILITY RIDER. Provides the right to increase the Face
Amount of your Policy under two options. The Option exercise date depends on the
rider selected: Variable Option or Survivor's Choice. Under the Variable Option
you can increase the Face Amount at designated future points in time (selected
at issue) without evidence of insurability. Under the Survivor's Choice Option,
you specify (at issue) a designated life (other than the Insured). When the
designated person dies, the Owner has the option to increase the Face Amount
without evidence of insurability. See "Changing the Face Amount".
PROTECTED INSURABILITY BENEFIT RIDER. Provides the right to increase the
Face Amount of your Policy at designated option dates at age 25, 28, 31, 34, 37
and 40 without evidence of insurability.
TERM RIDER FOR COVERED INSURED. Provides an additional death benefit
payable on the death of the covered Insured without increasing the Policy's Face
Amount. The CIR may be purchased at the time the Policy is issued (or later,
subject to availability and additional underwriting). A CIR may be canceled
separately from the Policy (I.E., it can be canceled without causing the Policy
to be canceled or to lapse). There is no cash or loan value for this benefit.
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Additional rules and limits apply to these supplemental benefits and/or
riders. Not all such benefits may be available at any time, and supplemental
benefits and/or riders in addition to those listed above may be made available.
Please ask your Protective Life agent for further information, or contact the
Home Office.
REINSURANCE
The Company may reinsure a portion of the risks assumed under the Policies.
USES 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 or 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" below.) Loans and withdrawals will affect the Policy Value
and Death Benefit. There may be penalties and taxes if the policy is withdrawn,
surrendered, lapses or matures. 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.
TAX CONSIDERATIONS
INTRODUCTION
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. 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.
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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 charge of 1.25% of each Premium Payment in all
Policy Years to compensate it 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 it incurs and determines to be
properly attributable to the Variable Account or the Policy. Protective Life
will promptly notify You of any such charge.
TAXATION OF LIFE INSURANCE POLICIES
TAX STATUS OF THE POLICY. Section 7702 of the Code establishes a statutory
definition of life insurance for federal tax purposes. 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 taxable 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 Internal Revenue Service (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. In addition, the Treasury Department
announced, in connection with the issuance of regulations concerning
investment diversification, that those regulations "do not provide guidance
concerning the circumstances in which investor control of the investments of
a segregated asset account may cause the investor, rather than the insurance
company, to be treated as the owner of the assets in the account." This
announcement also stated that guidance would be issued by way of regulations
or rulings on the "extent to which policyholders may direct their
investments to particular sub-accounts [of a segregated asset account]
without being treated as owners of the underlying assets." As of the date of
this Prospectus, no such guidance has been issued.
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The ownership rights under the Policy are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of the assets of a
segregated asset account. For example, the Owner of this Policy has the
choice of more investment options to which to allocate premium payments and
Variable Account values, and may be able to transfer among investment
options more frequently, than 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 the regulations or rulings which
the Treasury Department has stated it expects to 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, 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 payments will be includible in the Beneficiary's
income.
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 Cash Value over
the "investment in the contract" will be includible in the Owner's income. The
"investment in the contract" generally is the aggregate Premium Payments less
the aggregate amount received under the Policy previously 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 WHICH 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.
CERTAIN DISTRIBUTIONS REQUIRED BY THE TAX LAW IN THE FIRST 15 POLICY
YEARS. As indicated above, Section 7702 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 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.
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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 equals
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 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.
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.
In addition, in the case of Policies issued to a non-natural 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 the latter 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 WHICH 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 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 1st 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
re-application 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. The amount of any Policy Debt
will be treated as a
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withdrawal for tax purposes. In addition, the discussion of interest on
loans and of lapses while loans are outstanding under the caption "Policies
Which 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. 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 qualified tax advisor.
PENALTY TAX. Generally, proceeds of a surrender or a withdrawal (or the
amount of any deemed withdrawal) 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
clear; however, it could affect the amount of a withdrawal (or a deemed
withdrawal) that is taxable and the amount which might be subject to the 10%
penalty tax described above.
TREATMENT OF MATURITY BENEFITS AND EXTENSION OF MATURITY DATE. At the
Maturity Date, the Surrender Value will be paid to the Owner. This payment will
be taxable in the same manner as a surrender of the Policy. If the Owner elects
to extend the Maturity Date (which must be done prior to the Maturity Date) and
such extension is approved, it is possible that the IRS could treat the Owner as
being in constructive receipt of the Cash Value when the insured reaches age 95.
If this were the case, 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.
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. 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, exchanging the Policy, 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. Federal estate and state and local
estate, inheritance and other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each Policy Owner or Beneficiary.
FEDERAL INCOME TAX WITHHOLDING
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 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 total tax liability.
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OTHER INFORMATION ABOUT THE POLICIES AND PROTECTIVE LIFE
SALE OF THE POLICIES
Investment Distributors, Inc. ("IDI"), a wholly-owned subsidiary of
Protective Life Corporation, acts as a principal underwriter of the Policies.
IDI also acts as principal underwriter of variable annuity contracts issued
through Protective Variable Annuity Separate Account. IDI is a registered
broker-dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. The Policies are sold by
certain registered representatives of broker-dealers (including Pro Equities,
Inc., an affiliate of Protective Life and IDI) that have entered into selling
agreements with IDI, who are also appointed and licensed as insurance agents of
Protective Life. Registered representatives may be paid commissions on Policies
they sell based on Premium Payments paid in amounts up to 95% 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
Premium Payments paid in the first policy year which exceed this targeted
amount, registered representatives may receive up to 5% on Premium Payments in
excess of target. For Premium Payments received during policy years two through
ten, the registered representatives may be paid up to 5% on Premium Payments,
and .25% on unloaned Policy Value after the first ten Policy Years. Other
allowances and overrides, and non-cash compensation, also may be paid.
Registered representatives who meet certain productivity and profitability
standards may be eligible for additional compensation.
Protective Life may reduce or waive the sales charge, administrative fees
and/or any other charges on any Policy sold to (i) directors, officers or
employees of Protective Life or any of its affiliates, (ii) employees and
registered representatives of any broker-dealer that has entered into a selling
agreement with Protective Life or IDI, as well as employees of such registered
representatives and (iii) the immediate family of the above persons, due to the
generally lower sales and administrative expenses attributable to such
individuals. No such reduction or waiver will be permitted where it would be
unfairly discriminatory against any person.
CORPORATE PURCHASERS
The Policy is available for individuals and for corporations and other
institutions. For corporate or other group or sponsored arrangements purchasing
one or more Policies, the Company may reduce the amount of the sales charge,
administrative fees, 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 or a group or sponsored arrangement, from
the amount of the initial Premium Payment or Payments, or the amount of
projected Premium Payments.
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PROTECTIVE LIFE DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, age, address and principal
occupations during the past five years of each of Protective Life's directors
and executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH PROTECTIVE LIFE
- -------------------- --- -------------------------------------------------------------------
<S> <C> <C>
Drayton Nabers, Jr. 57 Chairman of the Board and Director
John D. Johns 46 President and Director
R. Stephen Briggs 48 Executive Vice President and Director
Jim E. Massengale 55 Executive Vice President, Acquisitions and Director
A.S. Williams III 61 Executive Vice President, Investments, Treasurer and Director
Danny L. Bentley 40 Senior Vice President, Dental and Consumer Benefits and Director
Richard J. Bielen 37 Senior Vice President, Investments and Director
Carolyn King 47 Senior Vice President, Investment Products and Director
Deborah J. Long 44 Senior Vice President, General Counsel, Secretary and Director
Steven A. Schultz 44 Senior Vice President, Financial Institutions and Director
Wayne E. Stuenkel 44 Senior Vice President and Chief Actuary and Director
Judy Wilson 40 Senior Vice President, Guaranteed Investment Contracts
Jerry W. DeFoor 45 Vice President and Controller, and Chief Accounting Officer
</TABLE>
Mr. Nabers has been Chairman of the Board and a Director of Protective Life
since August 1996. Mr. Nabers has been Chairman of the Board and Chief Executive
Officer of PLC and a Director since August 1996. From May 1994 to August 1996,
Mr. Nabers was Chairman of the Board, President and Chief Executive Officer and
a Director of PLC. From May 1992 to May 1994, he was President and Chief
Executive Officer and a Director of PLC. Mr. Nabers has served in various
capacities with PLC and its subsidiaries since 1979. He is also a director of
Energen Corporation, National Bank of Commerce of Birmingham, and Alabama
National Bancorporation.
Mr. Johns has been President of Protective Life and President and Chief
Operating Officer of PLC since August 1996. He was Executive Vice President and
Chief Financial Officer of Protective Life and PLC from October 1993 to August
1996. From August 1988 to October 1993, he served as Vice President and General
Counsel of Sonat Inc. He is a director of National Bank of Commerce of
Birmingham and Alabama National Bancorporation.
Mr. Briggs has been Executive Vice President of Protective Life and PLC
since October 1993. From January 1993 to October 1993 he was Senior Vice
President, Life Insurance and Investment Products of Protective Life and PLC.
Mr. Briggs had been Senior Vice President, Ordinary Marketing of Protective Life
since April 1986 and PLC since August 1988. Mr. Briggs has been associated with
PLC and its subsidiaries since 1977.
Mr. Massengale has been Executive Vice President, Acquisitions of Protective
Life and PLC since August 1996. From May 1992 to August 1996 he served as Senior
Vice President of Protective Life and PLC. Mr. Massengale has been employed by
PLC and its subsidaries since 1983.
Mr. Williams has been Executive Vice President, Investments and Treasurer of
Protective Life and PLC since August 1996. From July 1981 to August 1996 he was
Senior Vice President, Investments and Treasurer of Protective Life and PLC. Mr.
Williams has been employed by the PLC and its subsidiaries since 1964.
Mr. Danny L. Bentley has been Senior Vice President, Dental and Consumer
Benefits of Protective Life and PLC since August 1996. From May 1989 to August
1996, he was Vice President, Group Marketing of Protective Life. Mr. Bentley has
been employed by PLC and its subsidiaries since 1980.
Mr. Bielen has been Senior Vice President, Investments of Protective Life
and PLC since August 1996. From August 1991 to August 1996, he was Vice
President, Investments of Protective Life.
Ms. King has been Senior Vice President, Investment Products Division of
Protective Life and PLC since April 1995. From August 1994 to March 1995, she
served as Senior Vice President and Chief
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Investment Officer of Provident Life and Accident Insurance Company and of its
parent company, Provident Life and Accident Insurance Company of America. She
served as President of Provident National Assurance Company from November 1987
to March 1995. From November 1986 to August 1994, she served as Vice President
of Provident Life and Accident Insurance Company of America.
Ms. Long has been Senior Vice President, Secretary and General Counsel of
Protective Life since September 1996 and of PLC since November 1996. Ms. Long
was Senior Vice President and General Counsel of Protective Life from February
1994 to September 1996 and of PLC from February 1994 to November 1996. From
August 1993 to January 1994, Ms. Long served as General Counsel of PLC and from
February 1984 to January 1994 she practiced law with the law firm of Maynard,
Cooper & Gale, P.C.
Mr. Schultz has been Senior Vice President, Financial Institutions of
Protective Life and PLC since March 1993. Mr. Schultz served as Vice President,
Financial Institutions of Protective Life from February 1989 to March 1993 and
of PLC from February 1993 to March 1993. Mr. Schultz has been employed by PLC
and its subsidiaries since 1989.
Mr. Stuenkel has been Senior Vice President and Chief Actuary of Protective
Life and PLC since March 1987. Mr. Stuenkel is a Fellow in the Society of
Actuaries and has been employed by PLC and its subsidiaries since 1978.
Ms. Wilson has been Senior Vice President, Guaranteed Investment Contracts
of Protective Life and PLC since January 1995. From July 1991 to December 31,
1994, she served as Vice President, Guaranteed Investment Contracts of
Protective Life.
Mr. DeFoor has been Vice President and Controller, and Chief Accounting
Officer of Protective Life and PLC since April 1989, Mr. DeFoor is a certified
public accountant and has been employed by PLC and its subsidiaries since August
1982.
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
described in this prospectus 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.
ADDITIONAL INFORMATION
A registration statement under the Securities Act of 1933 has been filed
with the SEC relating to the offering described in this prospectus. This
prospectus does not include all the information set forth in the registration
statement. The omitted information may be obtained at the SEC's principal office
in Washington, D.C. by paying the SEC's prescribed fees.
PREPARATION FOR YEAR 2000
Older computer hardware and software often denote the year using two digits
rather than four; for example, the year 1997 often is denoted by such hardware
and software as "97." It is probable that such hardware and software will
malfunction when calculations involving the year 2000 are attempted because the
hardware and/or software will interpret "00" as representing the year 1900
rather than the year 2000. This "Year 2000" issue potentially affects all
individuals and companies (including Protective, its customers, business
partners, suppliers, banks, custodians and administrators) who rely on computers
or devices containing computer chips.
Protective has developed and is implementing a Year 2000 transition plan
intended to identify and modify or replace primary hardware and/or software
systems on which it relies that have a Year
55
<PAGE>
2000 issue. Protective is also developing and implementing a plan to identify
and modify or replace secondary hardware and/or software systems on which it
relies that have a Year 2000 issue. Substantial resources are being devoted to
this effort; however the costs to develop and implement these plans are not
expected to be material. Protective is also confirming that its service
providers are implementing plans to identify and modify or replace their systems
that have a Year 2000 issue.
Protective currently anticipates that its systems will be able to process
transactions dated beyond 1999 on or before December 31, 1999. There can be no
assurance, however, that Protective's efforts will be successful, that
interaction with other service providers with Year 2000 issues will not impair
Protective's operations, or that the Year 2000 issue will not otherwise
adversely affect Protective.
EXPERTS
The audited statement of assets and liabilities of the Protective Variable
Life Separate Account (comprised of seventeen Sub-Accounts) as of December 31,
1996 and December 31, 1997 and the related statements of operations and changes
in net assets for the period from June 19, 1996 (date of inception) through
December 31, 1996 and for the year ended December 31, 1997 and included in this
Prospectus, have been included herein in reliance on the report of Coopers and
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
The consolidated balance sheets of Protective Life as of December 31, 1997
and 1996 and the consolidated statements of income, stockholder's equity and
cash flows for each of the three years in the period ended December 31, 1997 and
the related financial statement schedules included in this Prospectus, have been
included herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
Actuarial matters included in this Prospectus have been examined by Milliman
& Robertson, Inc. whose opinion is filed as an exhibit to the registration
statement.
LEGAL MATTERS
Sutherland, Asbill & Brennan, L.L.P. of Washington, D.C. has provided advice
on certain matters relating to the federal securities laws.
FINANCIAL STATEMENTS
The audited statement of assets and liabilities of the Protective Variable
Life Separate Account (comprised of seventeen Sub-Accounts) as of December 31,
1997 and 1996 and the related statements of operations and changes in net assets
for the period from June 19, 1996 (date of inception) through December 31, 1996
and for the year ended December 31, 1997 as well as the Report of Independent
Accountants are contained herein.
The audited consolidated balance sheets for Protective Life as of December
31, 1997 and 1996 and the related consolidated statements of income,
stockholder's equity, and cash flows for the years ended December 31, 1997, 1996
and 1995 as well as the Report of Independent Accountants are contained herein.
56
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
THE PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
Report of Independent Accountants.................................................... F-2
Statement of Assets and Liabilities as of December 31, 1997.......................... F-3
Statement of Assets and Liabilities as of December 31, 1996.......................... F-5
Statement of Operations for the period ended December 31, 1997....................... F-6
Statement of Operations for the period from June 19, 1996 (date of inception) through
December 31, 1996................................................................... F-8
Statement of Changes in Net Assets for the period ended December 31, 1997............ F-9
Statement of Changes in Net Assets for the period from June 19, 1996 (date of
inception) through December 31, 1996................................................ F-11
Notes to Financial Statements........................................................ F-12
PROTECTIVE LIFE INSURANCE COMPANY
Report of Independent Accountants.................................................... F-18
Consolidated Statements of Income for the years ended
December 31, 1997, 1996 and 1995.................................................... F-19
Consolidated Balance Sheets as of December 31, 1997 and 1996......................... F-20
Consolidated Statements of Stockholder's Equity for the years ended
December 31, 1997, 1996 and 1995.................................................... F-21
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995.................................................... F-22
Notes to Consolidated Financial Statements........................................... F-23
Financial Statement Schedules:
Schedule III--Supplementary Insurance Information.................................... S-1
Schedule IV--Reinsurance............................................................. S-2
</TABLE>
All other schedules to the consolidated financial statements required by
Article 7 of Regulation S-X are not required under the related instructions or
are inapplicable and therefore have been omitted.
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Contractowners and Board of Directors
of Protective Life Insurance Company
We have audited the financial statements of the Protective Variable Life
Separate Account (comprised of seventeen subaccounts) included on pages F-3
through F-16 of this registration statement on Form S-6. These financial
statements are the responsibility of the management of the Protective Variable
Life Separate Account. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of shares owned as of December 31, 1997 and 1996, by correspondence
with the transfer agents. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Protective Variable Life
Separate Account as of December 31, 1997 and 1996, the results of its
operations, and the changes in its net assets for the year ended December 31,
1997, and for the period from June 19, 1996 (date of inception) through December
31, 1996, in conformity with generally accepted accounting principles.
Birmingham, Alabama
March 5, 1998
F-2
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
PIC PIC PIC PIC PIC
MONEY GROWTH & INTERNAT'L GLOBAL SMALL CAP
MARKET INCOME EQUITY INCOME EQUITY
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in Sub-accounts at market
value................................. $ 50,888 $ 997,651 $ 542,113 $ 112,638 $ 562,384
Receivable from Protective Life
Insurance Company..................... 5,779 5,792 5,263
----------- ----------- ----------- ----------- -----------
TOTAL ASSETS............................ $ 50,888 $1,003,430 $ 547,905 $ 112,638 $ 567,647
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
LIABILITIES
Payable to Protective Life Insurance
Company............................... 1 32
----------- ----------- ----------- ----------- -----------
NET ASSETS.............................. $ 50,887 $1,003,430 $ 547,905 $ 112,606 $ 567,647
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
<CAPTION>
ACACIA
CAPITAL ACACIA
CORPORATION CAPITAL
PIC PIC CRI CORPORATION
CORE US CAPITAL SMALL CAP CRI
EQUITY GROWTH GROWTH BALANCED
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Investment in Sub-accounts at market
value................................. $ 418,436 $ 631,283 $ 77 $ 86
Receivable from Protective Life
Insurance Company..................... 1,206 5,482
----------- ----------- --- ---
TOTAL ASSETS............................ $ 419,642 $ 636,765 $ 77 $ 86
----------- ----------- --- ---
----------- ----------- --- ---
LIABILITIES
Payable to Protective Life Insurance
Company............................... 7 7
----------- ----------- --- ---
NET ASSETS.............................. $ 419,642 $ 636,765 $ 70 $ 79
----------- ----------- --- ---
----------- ----------- --- ---
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS MFS MFS
EMERGING MFS GROWTH W/ TOTAL
GROWTH RESEARCH INCOME RETURN
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investment in Sub-accounts at market
value................................. $ 59,898 $ 121,167 $ 7,004 $ 2,890
Receivable from Protective Life
Insurance Company.....................
----------- ----------- ----------- -----------
TOTAL ASSETS............................ $ 59,898 $ 121,167 $ 7,004 $ 2,890
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
LIABILITIES
Payable to Protective Life Insurance
Company...............................
----------- ----------- ----------- -----------
NET ASSETS.............................. $ 59,898 $ 121,167 $ 7,004 $ 2,890
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
<CAPTION>
OPPENHEIMER OPPENHEIMER OPPENHEIMER
CAP OPPENHEIMER GROWTH & STRATEGIC
APPRECIATION GROWTH INCOME BOND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investment in Sub-accounts at market
value................................. $ 56,236 $ 74,477 $ 11,957 $ 10,236
Receivable from Protective Life
Insurance Company..................... 377 353
----------- ----------- ----------- -----------
TOTAL ASSETS............................ $ 56,236 $ 74,477 $ 12,334 $ 10,589
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
LIABILITIES
Payable to Protective Life Insurance
Company...............................
----------- ----------- ----------- -----------
NET ASSETS.............................. $ 56,236 $ 74,477 $ 12,334 $ 10,589
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
INTERNATIONAL
MONEY MARKET GROWTH AND INCOME EQUITY GLOBAL INCOME
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------- ------------------ ------------ -------------
<S> <C> <C> <C> <C>
ASSETS
Investment in Protective Investment Company at market
value................................................... $ 14,144 $ 149,418 $ 122,118 $ 21,153
------------- ---------- ------------ -------------
TOTAL ASSETS.............................................. $ 14,144 $ 149,418 $ 122,118 $ 21,153
------------- ---------- ------------ -------------
------------- ---------- ------------ -------------
<CAPTION>
SMALL CAP EQUITY SELECT EQUITY CAPITAL GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
---------------- ------------- --------------
<S> <C> <C> <C>
ASSETS
Investment in Protective Investment Company at market
value................................................... $ 129,053 $ 76,118 $ 105,334
---------------- ------------- --------------
TOTAL ASSETS.............................................. $ 129,053 $ 76,118 $ 105,334
---------------- ------------- --------------
---------------- ------------- --------------
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PIC PIC PIC PIC PIC
MONEY GROWTH & INTERNAT'L GLOBAL SMALL CAP
MARKET INCOME EQUITY INCOME EQUITY
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends............................... $ 1,088 $ 7,094 $ 9,487 $ 9,209 $ 1,630
NET REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gain from redemption of
investment shares..................... 669 338 2 (211)
Capital gain distribution............... 132,504 29,384 1,394 61,983
----------- ----------- ----------- ----------- -----------
Net realized gain on investments........ 133,173 29,722 1,396 61,772
Net unrealized appreciation
(depreciation) on investments during
the period............................ (1) (19,493) (31,321) (4,150) 38,214
----------- ----------- ----------- ----------- -----------
Net realized and unrealized gain (loss)
on investments........................ (1) 113,680 (1,599) (2,754) 99,986
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS............. $ 1,087 $ 120,774 $ 7,888 $ 6,455 $ 101,616
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
<CAPTION>
ACACIA
CAPITAL ACACIA
CORPORATION CAPITAL
PIC PIC CRI CORPORATION
CORE US CAPITAL SMALL CAP CRI
EQUITY GROWTH GROWTH BALANCED
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends............................... $ 3,427 $ 3,803 $ 2
NET REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gain from redemption of
investment shares..................... 1 142
Capital gain distribution............... 33,252 39,296 $ 7 4
----------- ----------- --- ---
Net realized gain on investments........ 33,253 39,438 7 4
Net unrealized appreciation
(depreciation) on investments during
the period............................ 20,629 53,776 (8) (4)
----------- ----------- --- ---
Net realized and unrealized gain (loss)
on investments........................ 53,882 93,214 (1)
----------- ----------- --- ---
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS............. $ 57,309 $ 97,017 $ (1) $ 2
----------- ----------- --- ---
----------- ----------- --- ---
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS MFS OPPENHEIMER
EMERGING MFS GROWTH W/ MFS CAP OPPENHEIMER
GROWTH RESEARCH INCOME TOTAL RETURN APPRECIATION GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends............................... $ 28
NET REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gain from redemption of
investment shares..................... $ (549) $ (176) 1 $ 89 $ (95) $ 67
Capital gain distribution............... 132
----------- ----------- ----- --- --- ---
Net realized gain on investments........ (549) (176) 133 89 (95) 67
Net unrealized appreciation
(depreciation) on investments during
the period............................ (656) 1,111 210 (13)
----------- ----------- ----- --- --- ---
Net realized and unrealized gain (loss)
on investments........................ (1,205) 935 343 76 (95) 67
----------- ----------- ----- --- --- ---
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS............. $ (1,205) $ 935 $ 371 $ 76 $ (95) $ 67
----------- ----------- ----- --- --- ---
----------- ----------- ----- --- --- ---
<CAPTION>
OPPENHEIMER OPPENHEIMER
GROWTH & STRATEGIC
INCOME BOND
SUB-ACCOUNT SUB-ACCOUNT
--------- ------------
<S> <C> <C>
INVESTMENT INCOME
Dividends............................... $29 $ 199
NET REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS
Net realized gain from redemption of
investment shares..................... (3)
Capital gain distribution...............
--- -----
Net realized gain on investments........ (3)
Net unrealized appreciation
(depreciation) on investments during
the period............................ 1
--- -----
Net realized and unrealized gain (loss)
on investments........................ (3) 1
--- -----
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS............. $26 $ 200
--- -----
--- -----
</TABLE>
See accompanying notes to financial statements.
F-7
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JUNE 19, 1996 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1996
<TABLE>
<CAPTION>
INTERNATIONAL
MONEY MARKET GROWTH AND INCOME EQUITY GLOBAL INCOME
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------------- ------------------- ------------- -----------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends............................................... $ 115 $ 1,798 $ 45 $ 916
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized gain from redemption of investment shares.... 68 17 34
Capital gain distribution................................. 8,973 2,300 331
----- -------- ------------- -----
Net realized gain on investments.......................... 9,041 2,317 365
Net unrealized appreciation (depreciation) on investments
during the period....................................... 956 2,181 (749)
----- -------- ------------- -----
Net realized and unrealized gain (loss) on investments.... 9,997 4,498 (384)
----- -------- ------------- -----
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS.............................................. $ 115 $ 11,795 $ 4,543 $ 532
----- -------- ------------- -----
----- -------- ------------- -----
<CAPTION>
SMALL CAP EQUITY SELECT EQUITY CAPITAL GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
---------------- ------------- ---------------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividends............................................... $ 322 $ 822 $ 1,027
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized gain from redemption of investment shares.... 3 17 50
Capital gain distribution................................. 12,584 1,684 1,302
---------------- ------------- -------
Net realized gain on investments.......................... 12,587 1,701 1,352
Net unrealized appreciation (depreciation) on investments
during the period....................................... (13,378) 631 4,452
---------------- ------------- -------
Net realized and unrealized gain (loss) on investments.... (791) 2,332 5,804
---------------- ------------- -------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
OPERATIONS.............................................. ($ 469) $ 3,154 $ 6,831
---------------- ------------- -------
---------------- ------------- -------
</TABLE>
See accompanying notes to financial statements.
F-8
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PIC PIC PIC PIC PIC PIC
MONEY GROWTH & INTERNAT'L GLOBAL SMALL CAP CORE US
MARKET INCOME EQUITY INCOME EQUITY EQUITY
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
FROM OPERATIONS
Investment Income....................... $ 1,088 $ 7,094 $ 9,487 $ 9,209 $ 1,630 $ 3,427
Net realized gain on investments........ 133,173 29,722 1,396 61,772 33,253
Net unrealized appreciation
(depreciation) of investments during
the period............................ (1) (19,493) (31,321) (4,150) 38,214 20,629
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations............. 1,087 120,774 7,888 6,455 101,616 57,309
----------- ----------- ----------- ----------- ----------- -----------
FROM VARIABLE LIFE POLICY TRANSACTIONS
Contractowners' net payments............ 35,259 321,067 215,507 30,685 187,628 136,656
Mortality and expense risk charges...... (168) (5,176) (3,190) (528) (3,317) (2,130)
Cost of insurance and administrative
charges............................... (1,092) (112,846) (76,380) (10,388) (77,291) (46,805)
Surrenders.............................. (6,520) (2,450) (5,949) (4,572)
Death benefits..........................
Net policy loan repayments
(withdrawals)......................... (18,635) (18,054)
Transfer from other portfolios.......... 1,657 536,713 284,412 65,229 254,542 221,120
----------- ----------- ----------- ----------- ----------- -----------
Net increase in net assets resulting
from variable life policy
transactions.......................... 35,656 733,238 417,899 84,998 336,978 286,215
----------- ----------- ----------- ----------- ----------- -----------
Total increase in net assets............ 36,743 854,012 425,787 91,453 438,594 343,524
NET ASSETS
Beginning of Year....................... 14,144 149,418 122,116 21,153 129,053 76,118
----------- ----------- ----------- ----------- ----------- -----------
End of Year............................. $ 50,887 $1,003,430 $ 547,905 $ 112,606 $ 567,647 $ 419,642
----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- -----------
<CAPTION>
ACACIA
CAPITAL ACACIA
CORPORATION CAPITAL
PIC CRI CORPORATION
CAPITAL SMALL CAP CRI
GROWTH GROWTH BALANCED
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ------------ ------------
<S> <C> <C> <C>
FROM OPERATIONS
Investment Income....................... $ 3,803 $ 2
Net realized gain on investments........ 39,438 $ 7 4
Net unrealized appreciation
(depreciation) of investments during
the period............................ 53,776 (8) (4)
----------- --- ---
Net increase (decrease) in net assets
resulting from operations............. 97,017 (1) 2
----------- --- ---
FROM VARIABLE LIFE POLICY TRANSACTIONS
Contractowners' net payments............ 216,169 77 78
Mortality and expense risk charges...... (3,108)
Cost of insurance and administrative
charges............................... (78,798) (6) (6)
Surrenders.............................. (2,247)
Death benefits..........................
Net policy loan repayments
(withdrawals).........................
Transfer from other portfolios.......... 302,398 5
----------- --- ---
Net increase in net assets resulting
from variable life policy
transactions.......................... 434,414 71 77
----------- --- ---
Total increase in net assets............ 531,431 70 79
NET ASSETS
Beginning of Year....................... 105,334
----------- --- ---
End of Year............................. $ 636,765 $ 70 $ 79
----------- --- ---
----------- --- ---
</TABLE>
See accompanying notes to financial statements.
F-9
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS MFS MFS
EMERGING MFS GROWTH TOTAL
GROWTH RESEARCH W/INCOME RETURN
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
FROM OPERATIONS
Investment income....................... $ 28
Net realized gain on investments........ $ (549) $ (176) 133 $ 89
Net unrealized appreciation
(depreciation) of investments during
the period............................. (656) 1,111 210 (13)
----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations.............. (1,205) 935 371 76
----------- ----------- ----------- -----------
FROM VARIABLE LIFE POLICY TRANSACTIONS
Contractowners' net payments............ 18,430 31,577 196 656
Mortality and expense risk charges...... (118) (173) (14) (8)
Cost of insurance and administrative
charges................................ (4,009) (6,344) (274) (151)
Surrenders.............................. (4,062) (839)
Death benefits..........................
Net policy loan repayments
(withdrawals).......................... (16,051) (17,201)
Transfer from other portfolios.......... 66,923 113,212 6,725 2,317
----------- ----------- ----------- -----------
Net increase in net assets resulting
from variable life policy
transactions........................... 61,103 120,232 6,633 2,814
----------- ----------- ----------- -----------
Total increase in net assets............ 59,898 121,167 7,004 2,890
----------- ----------- ----------- -----------
NET ASSETS
Beginning of Year.......................
----------- ----------- ----------- -----------
End of Year............................. $ 59,898 $ 121,167 $ 7,004 $ 2,890
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
<CAPTION>
OPPENHEIMER OPPENHEIMER OPPENHEIMER
CAP OPPENHEIMER GROWTH & STRATEGIC
APPRECIATION GROWTH INCOME BOND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
FROM OPERATIONS
Investment income....................... $ 29 $ 199
Net realized gain on investments........ $ (95) $ 67 (3)
Net unrealized appreciation
(depreciation) of investments during
the period............................. 1
----------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations.............. (95) 67 26 200
----------- ----------- ----------- -----------
FROM VARIABLE LIFE POLICY TRANSACTIONS
Contractowners' net payments............ 16,910 22,365 2,485 1,135
Mortality and expense risk charges...... (80) (83) (22) (21)
Cost of insurance and administrative
charges................................ (3,993) (3,954) (571) (423)
Surrenders.............................. (3,835) (546)
Death benefits..........................
Net policy loan repayments
(withdrawals)..........................
Transfer from other portfolios.......... 47,329 56,628 10,416 9,698
----------- ----------- ----------- -----------
Net increase in net assets resulting
from variable life policy
transactions........................... 56,331 74,410 12,308 10,389
----------- ----------- ----------- -----------
Total increase in net assets............ 56,236 74,477 12,334 10,589
----------- ----------- ----------- -----------
NET ASSETS
Beginning of Year.......................
----------- ----------- ----------- -----------
End of Year............................. $ 56,236 $ 74,477 $ 12,334 $ 10,589
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
See accompanying notes to financial statements.
F-10
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM JUNE 19, 1996 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1996
<TABLE>
<CAPTION>
INTERNATIONAL
MONEY MARKET GROWTH AND INCOME EQUITY GLOBAL INCOME
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------- ------------------ ------------ -------------
<S> <C> <C> <C> <C>
FROM OPERATIONS
Investment income......................................... $ 115 $ 1,798 $ 45 $ 916
Net realized gain on investments.......................... 9,041 2,317 365
Net unrealized appreciation (depreciation) of investments
during the period....................................... 956 2,181 (749)
------------- ---------- ------------ -------------
Net increase (decrease) in net assets resulting from
operations.............................................. 115 11,795 4,543 532
------------- ---------- ------------ -------------
FROM VARIABLE LIFE POLICY TRANSACTIONS
Contractowners' net payments.............................. 19,439 21,311 3,651
Mortality and expense risk charges........................ (21) (215) (180) (35)
Cost of insurance and administrative charges.............. (100) (7,846) (6,427) (697)
Surrenders................................................ (314) (725) (949)
Transfers from other portfolios........................... 14,150 126,559 103,596 18,651
------------- ---------- ------------ -------------
Net increase in net assets resulting from variable life
policy transactions..................................... 14,029 137,623 117,575 20,621
------------- ---------- ------------ -------------
Total increase in net assets.............................. 14,144 149,418 122,118 21,153
NET ASSETS
Beginning of Year.........................................
------------- ---------- ------------ -------------
End of Year............................................... $ 14,144 $ 149,418 $ 122,118 $ 21,153
------------- ---------- ------------ -------------
------------- ---------- ------------ -------------
<CAPTION>
SELECT
SMALL CAP EQUITY EQUITY CAPITAL GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
---------------- ------------ --------------
<S> <C> <C> <C>
FROM OPERATIONS
Investment income......................................... $ 322 $ 822 $ 1,027
Net realized gain on investments.......................... 12,587 1,701 1,352
Net unrealized appreciation (depreciation) of investments
during the period....................................... (13,378) 631 4,452
---------------- ------------ --------------
Net increase (decrease) in net assets resulting from
operations.............................................. (469) 3,154 6,831
---------------- ------------ --------------
FROM VARIABLE LIFE POLICY TRANSACTIONS
Contractowners' net payments.............................. 17,811 10,387 17,280
Mortality and expense risk charges........................ (189) (100) (157)
Cost of insurance and administrative charges.............. (6,579) (2,868) (5,933)
Surrenders................................................ (245) (576) (307)
Transfers from other portfolios........................... 118,724 66,121 87,620
---------------- ------------ --------------
Net increase in net assets resulting from variable life
policy transactions..................................... 129,522 72,964 98,503
---------------- ------------ --------------
Total increase in net assets.............................. 129,053 76,118 105,334
NET ASSETS
Beginning of Year.........................................
---------------- ------------ --------------
End of Year............................................... $ 129,053 $ 76,118 $ 105,334
---------------- ------------ --------------
---------------- ------------ --------------
</TABLE>
See accompanying notes to financial statements.
F-11
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
NOTES TO THE FINANCIAL STATEMENTS
1. ORGANIZATION
Protective Variable Life Separate Account (Separate Account) was established
by Protective Life Insurance Company (Protective Life) under the provisions of
Tennessee law and commenced operations on June 19, 1996. The Separate Account is
a separate investment account to which assets are allocated to support the
benefits payable under flexible premium variable life insurance polices.
Protective Life has structured the Separate Account into a unit investment
trust form registered with the U.S. Securities and Exchange Commission under the
Investment Company Act of 1940, as amended. The Separate Account is comprised of
seven proprietary sub-accounts and ten independent sub-accounts. The seven
proprietary sub-accounts are the Money Market, Growth and Income, International
Equity, Global Income, Small Cap Equity, CORE US Equity, and Capital Growth sub-
accounts. Funds are transferred to Protective Investment Company (the Fund) in
exchange for shares of the corresponding portfolio of the Fund.
The ten independent sub-accounts are the Acacia Capital Corporation CRI
Small Cap Growth, Acacia Capital Corporation CRI Balanced, MFS Emerging Growth,
MFS Research, MFS Growth with Income, MFS Total Return, Oppenheimer Capital
Appreciation, Oppenheimer Growth, Oppenheimer Growth & Income, and Oppenheimer
Strategic Bond sub-accounts. The Acacia Capital Corporation CRI Small Cap Growth
and Acacia Capital Corporation CRI Balanced subaccounts were added July 1, 1997,
with sales beginning July 1, 1997. The Acacia Capital Corporation CRI Small Cap
Growth and Balanced Funds were renamed Calvert Social Small Cap Growth and
Calvert Social Balanced Funds on January 1, 1998. The MFS Emerging Growth,
Research, Growth with Income, and Total Return subaccounts were added July 1,
1997, with sales beginning July 1, 1997. The Oppenheimer Capital Appreciation,
Growth, Growth & Income, and Strategic Bond subaccounts were added July 1, 1997,
with sales beginning July 1, 1997. The Fund invests contractholder's funds in
exchange for shares in the independent funds. The Fund then holds the shares for
the contractowners.
Gross premiums from the Contracts are allocated to the sub-accounts in
accordance with contractowner instructions and are recorded as life policy
contract transactions in the statement of changes in net assets. Such amounts
are used to provide money to pay contract values under the Contracts (Note 4).
The Separate Account's assets are the property of Protective Life.
Contractowners may allocate some or all of gross premiums or transfer some
or all of the contract value to the fixed account, which is part of Protective
Life's general account. The assets of Protective Life's general account support
its insurance and annuity obligations and are subject to Protective Life's
general liabilities from business operations.
Transfers to/from other portfolios, included in the statement of changes in
net assets, are transfers between the individual sub-accounts and the
sub-accounts and the fixed account.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION: Investments are made in shares and are valued at the
net asset values of the respective portfolios. Transactions with the Funds are
recorded on the trade date. Dividend income is recorded on the ex-dividend date.
REALIZED GAINS AND LOSSES: Realized gains and losses on investments include
gains and losses on redemptions of the Fund's shares (determined on the
last-in-first-out (LIFO) basis) and capital gain distributions from the Fund.
F-12
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DIVIDEND INCOME AND CAPITAL GAIN DISTRIBUTIONS: Dividend income and capital
gain distributions are recorded on the ex-dividend date. Distributions are from
net investment income and net realized gains recorded in the Investment Company
financials.
USE OF ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
various estimates that affect the reported amounts of assets and liabilities, at
the date of the financial statements, as well as the reported amounts of income
and expenses, during the reporting period. Actual results could differ from
those estimates.
FEDERAL INCOME TAXES: The operation of the Separate Account is included in
the Federal income tax return of Protective Life. Under the provisions of the
Contracts, Protective Life has the right to charge the Separate Account for
Federal income tax attributable to the Separate Account. No charge is currently
being made against the Separate Account for such tax.
3. INVESTMENTS
At December 31, 1997, the investments by the respective sub-accounts were as
follows:
<TABLE>
<CAPTION>
SHARES COST MARKET VALUE
--------- ------------- ------------
<S> <C> <C> <C>
Money Market.......................................... 50,888 $ 50,888 $ 50,888
Growth and Income..................................... 63,291 $ 1,016,188 $ 997,651
International Equity.................................. 43,537 $ 571,254 $ 542,113
Global Income......................................... 11,115 $ 117,537 $ 112,638
Small Cap Equity...................................... 47,961 $ 537,548 $ 562,384
CORE US Equity........................................ 22,731 $ 397,175 $ 418,436
Capital Growth........................................ 39,905 $ 573,054 $ 631,283
Acacia Capital Corporation CRI Small Cap Growth....... 6 $ 85 $ 77
Acacia Capital Corporation CRI Balanced............... 43 $ 89 $ 86
MFS Emerging Growth................................... 3,711 $ 60,271 $ 59,898
MFS Research.......................................... 7,674 $ 120,606 $ 121,167
MFS Growth With Income................................ 426 $ 7,013 $ 7,004
MFS Total Return...................................... 174 $ 2,785 $ 2,890
Oppenheimer Capital Appreciation...................... 1,373 $ 56,519 $ 56,236
Oppenheimer Growth.................................... 2,296 $ 73,927 $ 74,477
Oppenheimer Growth & Income........................... 581 $ 11,737 $ 11,957
Oppenheimer Strategic Bond............................ 1,999 $ 10,355 $ 10,236
</TABLE>
At December 31, 1996, the investments by the respective sub-accounts were as
follows:
<TABLE>
<CAPTION>
SHARES COST MARKET VALUE
--------- ------------- ------------
<S> <C> <C> <C>
Money Market.......................................... 14,144 $ 14,144 $ 14,144
Growth and Income..................................... 10,535 $ 148,462 $ 149,418
International Equity.................................. 9,492 $ 119,937 $ 122,118
Global Income......................................... 2,078 $ 21,902 $ 21,153
Small Cap Equity...................................... 12,878 $ 142,431 $ 129,053
Select Equity......................................... 4,931 $ 75,847 $ 76,118
Capital Growth........................................ 8,329 $ 100,881 $ 105,334
</TABLE>
F-13
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS (CONTINUED)
During the year ended December 31, 1997, transactions in shares were as
follows:
<TABLE>
<CAPTION>
PIC PIC PIC SMALL PIC PIC
PIC MONEY PIC GROWTH INTERNATIONAL GLOBAL CAP SELECT CAPITAL
MARKET & INCOME EQUITY INCOME EQUITY EQUITY GROWTH
--------- ----------- ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Shares purchased.................... 87,115 47,611 35,341 8,494 35,094 19,091 32,867
Shares received from reinvestment of
dividends......................... 1,088 9,094 3,142 1,045 5,514 2,037 2,783
--------- ----------- ------------- --------- --------- --------- ---------
Total shares acquired............... 88,203 56,705 38,483 9,539 40,608 21,128 35,650
Shares redeemed..................... (51,459) (3,949) (4,438) (502) (5,525) (3,328) (4,074)
--------- ----------- ------------- --------- --------- --------- ---------
Net increase in shares owned........ 36,744 52,756 34,045 9,037 35,083 17,800 31,576
Shares owned, beginning of the
period............................ 14,144 10,535 9,492 2,078 12,878 4,931 8,329
--------- ----------- ------------- --------- --------- --------- ---------
Shares owned, end of the period..... 50,888 63,291 43,537 11,115 47,961 22,731 39,905
--------- ----------- ------------- --------- --------- --------- ---------
--------- ----------- ------------- --------- --------- --------- ---------
Cost of shares acquired............. 88,203 935,011 510,945 101,056 461,282 383,087 532,941
--------- ----------- ------------- --------- --------- --------- ---------
--------- ----------- ------------- --------- --------- --------- ---------
Cost of Shares redeemed............. (51,459) (67,285) (59,628) (5,421) (66,165) (61,399) (60,768)
--------- ----------- ------------- --------- --------- --------- ---------
--------- ----------- ------------- --------- --------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
ACACIA ACACIA
CAPITAL CAPITAL
CORPORATION CORPORATION MFS MFS MFS OPPENHEIMER
CRI SMALL CRI EMERGING MFS GROWTH W/ TOTAL CAPTIAL
CAP GROWTH+ BALANCED+ GROWTH+ RESEARCH+ INCOME+ RETURN+ APPRECIATION+
------------ ------------ -------- ---------- --------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Shares purchased................... 5 43 4,911 9,082 428 300 1,467
Shares received from reinvestment
of dividends..................... 1 3 0 0 10 0 0
--- --- -------- ---------- --------- -------- -------
Total shares acquired.............. 6 46 4,911 9,082 438 300 1,467
Shares redeemed.................... 0 (3) (1,200) (1,408) (12) (126) (94)
--- --- -------- ---------- --------- -------- -------
Net increase in shares owned....... 6 43 3,711 7,674 426 174 1,373
Shares owned, beginning of the
period........................... 0 0 0 0 0 0 0
--- --- -------- ---------- --------- -------- -------
Shares owned, end of the period.... 6 43 3,711 7,674 426 174 1,373
--- --- -------- ---------- --------- -------- -------
--- --- -------- ---------- --------- -------- -------
Cost of shares acquired............ 91 95 79,661 142,783 7,206 4,762 60,457
--- --- -------- ---------- --------- -------- -------
--- --- -------- ---------- --------- -------- -------
Cost of Shares redeemed............ (6) (6) (19,390) (22,177) (193) (1,977) (3,983)
--- --- -------- ---------- --------- -------- -------
--- --- -------- ---------- --------- -------- -------
<CAPTION>
OPPENHEIMER OPPENHEIMER
OPPENHEIMER GROWTH & STRATEGIC
GROWTH+ INCOME+ BOND+
----------- ----------- -----------
<S> <C> <C> <C>
Shares purchased................... 2,418 599 2,012
Shares received from reinvestment
of dividends..................... 0 1 39
----------- ----------- -----------
Total shares acquired.............. 2,418 600 2,051
Shares redeemed.................... (122) (19) (52)
----------- ----------- -----------
Net increase in shares owned....... 2,296 581 1,999
Shares owned, beginning of the
period........................... 0 0 0
----------- ----------- -----------
Shares owned, end of the period.... 2,296 581 1,999
----------- ----------- -----------
----------- ----------- -----------
Cost of shares acquired............ 77,973 12,131 10,623
----------- ----------- -----------
----------- ----------- -----------
Cost of Shares redeemed............ (4,046) (394) (268)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
- ------------------------
+ date of inception, July 1, 1997
F-14
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS (CONTINUED)
During the period from June 19, 1996 (date of inception) to December 31,
1996, transactions in shares were as follows:
<TABLE>
<CAPTION>
PIC PIC SMALL PIC PIC
PIC MONEY PIC GROWTH INTERNATIONAL PIC GLOBAL CAP SELECT CAPITAL
MARKET & INCOME EQUITY INCOME EQUITY EQUITY GROWTH
----------- ----------- ------------- ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Shares purchased...................... 14,150 10,744 9,922 2,419 12,553 5,028 9,228
Shares received from reinvestment of
dividends........................... 115 762 185 122 1,307 159 183
Total shares acquired................. 14,265 11,506 10,107 2,541 13,860 5,187 9,411
Shares redeemed....................... (121) (971) (615) (463) (982) (256) (1,082)
----------- ----------- ------------- ----------- --------- --------- ---------
Net increase in shares owned.......... 14,144 10,535 9,492 2,078 12,878 4,931 8,329
Shares owned, beginning of the
period.............................. -- -- -- -- -- -- --
----------- ----------- ------------- ----------- --------- --------- ---------
Shares owned, end of the period....... 14,144 10,535 9,492 2,078 12,878 4,931 8,329
----------- ----------- ------------- ----------- --------- --------- ---------
----------- ----------- ------------- ----------- --------- --------- ---------
Cost of shares acquired............... 14,265 162,293 127,758 26,787 153,488 79,410 113,977
----------- ----------- ------------- ----------- --------- --------- ---------
----------- ----------- ------------- ----------- --------- --------- ---------
Cost of shares redeemed............... (121) (13,831) (7,821) (4,885) (11,057) (3,923) (13,096)
----------- ----------- ------------- ----------- --------- --------- ---------
----------- ----------- ------------- ----------- --------- --------- ---------
</TABLE>
4. RELATED PARTY TRANSACTIONS
Contractowners' net payments represent premiums received from policyholders
less certain deductions made by Protective Life. These deductions may include
(1) sales charges, (2) federal tax charges, (3) premium tax charges, (4)
transfer fees, (5) surrender charges, and (6) withdrawal charges.
The sales charge is 2.75% of each Premium Payment in Policy Years 1 through
10, and .75% of each premium payment in Policy Years 11 and thereafter. The
sales charge partially compensates Protective Life for the expenses of selling
and distributing the Policies, including paying sales commissions, printing
prospectuses, preparing sales literature and paying for other promotional
activities.
The federal tax charge is 1.25% of all Premium Payments in all Policy Years
and compensates Protective Life for its federal income tax liability resulting
from Section 848 of the Code.
A 2.25% charge of state and local premium taxes is deducted from each
premium payment. This charge reimburses Protective Life for premium taxes
associated with the Policies.
Protective Life has the right to charge $25 for each transfer after the
first twelve transfers in any contract year. No transfer fees were assessed
during the year ended December 31, 1997 or the period from June 19, 1996 (date
of inception) through December 31, 1996, as no customer has requested more than
twelve transfers in a contract year.
If a Contract has not been in force for fourteen years, upon surrender or
for certain withdrawals, a surrender charge is deducted from the proceeds.
Surrender charges may be decreased or waived on Contracts meeting certain
restrictions as determined by Protective Life. Surrender charges were waived
during this initial period; surrenders totaled $31,020 and $3,116 during 1997
and the period from June 19, 1996 (date of inception) through December 31, 1996.
Protective Life will deduct an administrative charge upon a withdrawal. This
charge is the lesser of 2% of the amount withdrawn or $25.
F-15
<PAGE>
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
4. RELATED PARTY TRANSACTIONS (CONTINUED)
The Separate Account is also charged by Protective Life for the cost of
insurance protection. This charge compensates Protective Life for the expense of
underwriting the Death Benefit. The cost of insurance rate for a Policy is based
on and varies with the issue age, duration, sex and rate class of the Insured
and on the number of years that a Policy has been in force.
An administrative charge is assessed on an monthly basis. The fee is a flat
charge of $31 per month during the first Policy Year, and $6 per month during
each Policy Year thereafter. In addition, for the first twelve months following
the effective date of an increase in Face Amount, the monthly administration fee
will also include an administration charge for the increase based on the amount
of the increase.
The Separate Account is charged a monthly mortality and expense risk charge
at an annual rate of .90% of the Variable Account Value, during the first 10
Policy Years. In Policy Years 11 and thereafter, the Separate Account will be
charged a monthly mortality and expense risk charge at an annual rate of .25%.
Protective Life assumes mortality risk in that the Insureds on the Policies may
die sooner than anticipated and therefore Protective Life will pay an aggregate
amount of death benefits greater than anticipated. The expense risk Protective
Life assumes is that expenses incurred in issuing and administering the Policies
and the Variable Account will exceed the amounts realized from the
administrative charges assessed against the policies. The death benefit payment
has two options. Under Option 1, the death benefit is the greater of: (1) the
Face Amount under the Policy on the date of the Insured's death, or (2) a
specified percentage of Policy Value on the date of the Insured's death. Under
Option 2, the death benefit is the greater of: (1) the Face Amount under the
Policy plus the Policy Value on the date of the Insured's death, or (2) the same
specified percentage of the Policy Value on the date of the Insured's death.
The net assets of each sub-account of the Separate Account reflect the
investment management fees and other operating expenses incurred by the Funds.
Protective Life offers a loan privilege to contractowners of section 403(b)
policies that are not subject to Title I of ERISA. Such contractowners may
obtain loans using the Contract as the only security for the loan. Loans are
subject to provisions of The Internal Revenue Code of 1986, as amended, and to
applicable retirement program rules. There were no loans outstanding as of
December 31, 1997 or 1996.
F-16
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Report of Independent Accountants.................................................... F-18
Consolidated Statements of Income for the years ended December 31, 1997, 1996, and
1995............................................................................... F-19
Consolidated Balance Sheets as of December 31, 1997 and 1996......................... F-20
Consolidated Statements of Stockholder's Equity for the years ended December 31,
1997, 1996, and 1995............................................................... F-21
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996,
and 1995........................................................................... F-22
Notes to Consolidated Financial Statements........................................... F-23
Financial Statement Schedules:
Schedule III -- Supplementary Insurance Information................................ S-1
Schedule IV -- Reinsurance......................................................... S-2
</TABLE>
All other schedules to the consolidated financial statements required by
Article 7 of Regulation S-X are not required under the related instructions or
are inapplicable and therefore have been omitted.
F-17
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Directors and Stockholder
Protective Life Insurance Company
Birmingham, Alabama
We have audited the consolidated financial statements and the financial
statement schedules of Protective Life Insurance Company and Subsidiaries listed
in the index on page F-17 of this Form S-6. These financial statements and
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Protective Life
Insurance Company and Subsidiaries as of December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles. In addition, in our opinion, the financial
statement schedules referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all material respects,
the information required to be included therein.
COOPERS & LYBRAND L.L.P.
February 11, 1998
Birmingham, Alabama
F-18
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------
1997 1996 1995
---------- --------- ---------
<S> <C> <C> <C>
REVENUES
Premiums and policy fees (net of reinsurance ceded:
1997-$334,899; 1996-$308,174; 1995-$333,173).......... $ 480,206 $ 462,050 $ 411,682
Net investment income................................... 557,488 498,781 458,433
Realized investment gains............................... 1,824 5,510 1,951
Other income............................................ 6,149 5,010 1,355
---------- --------- ---------
1,045,667 971,351 873,421
---------- --------- ---------
BENEFITS AND EXPENSES
Benefits and settlement expenses (net of reinsurance
ceded: 1997-$180,605; 1996-$215,424; 1995-$247,224)... 658,872 626,893 553,100
Amortization of deferred policy acquisition costs....... 107,175 91,001 82,700
Other operating expenses (net of reinsurance ceded:
1997-$90,045; 1996-$81,839; 1995-$84,855)............. 129,870 128,148 119,888
---------- --------- ---------
895,917 846,042 755,688
---------- --------- ---------
INCOME BEFORE INCOME TAX.................................. 149,750 125,309 117,733
INCOME TAX EXPENSE (BENEFIT)
Current................................................. 66,283 44,908 47,009
Deferred................................................ (13,981) (2,142) (6,972)
---------- --------- ---------
52,302 42,766 40,037
---------- --------- ---------
NET INCOME................................................ $ 97,448 $ 82,543 $ 77,696
---------- --------- ---------
---------- --------- ---------
</TABLE>
See notes to consolidated financial statements.
F-19
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31
-----------------------
1997 1996
----------- ----------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities, at market (amortized cost: 1997-$6,221,871; 1996-$4,648,525)........ $ 6,348,252 $4,662,997
Equity securities, at market (cost: 1997-$24,983; 1996-$31,669)....................... 15,006 35,250
Mortgage loans on real estate......................................................... 1,313,478 1,503,781
Investment real estate, net of accumulated depreciation (1997-$671; 1996-$911)........ 13,469 14,172
Policy loans.......................................................................... 194,109 166,704
Other long-term investments........................................................... 54,704 29,193
Short-term investments................................................................ 54,337 101,215
----------- ----------
Total investments................................................................... 7,993,355 6,513,312
Cash.................................................................................... 39,197 114,384
Accrued investment income............................................................... 94,095 70,541
Accounts and premiums receivable, net of allowance for uncollectible amounts
(1997-$5,292; 1996-$2,525)............................................................ 42,255 43,469
Reinsurance receivables................................................................. 591,457 332,614
Deferred policy acquisition costs....................................................... 632,605 488,201
Property and equipment, net............................................................. 36,407 35,489
Other assets............................................................................ 14,445 14,636
Assets related to separate accounts..................................................... 931,465 550,697
----------- ----------
$10,375,281 $8,163,343
----------- ----------
----------- ----------
LIABILITIES
Policy liabilities and accruals:
Future policy benefits and claims..................................................... $ 3,324,294 $2,448,449
Unearned premiums..................................................................... 396,696 257,553
----------- ----------
3,720,990 2,706,002
Guaranteed investment contract deposits................................................. 2,684,676 2,474,728
Annuity deposits........................................................................ 1,511,553 1,331,067
Other policyholders' funds.............................................................. 183,324 142,221
Other liabilities....................................................................... 246,081 117,847
Accrued income taxes.................................................................... 941 1,854
Deferred income taxes................................................................... 49,417 37,722
Indebtedness to related parties......................................................... 28,055 25,014
Liabilities related to separate accounts................................................ 931,465 550,697
----------- ----------
Total liabilities................................................................... 9,356,502 7,387,152
----------- ----------
COMMITMENTS AND CONTINGENT LIABILITIES -- NOTE G
STOCKHOLDER'S EQUITY
Preferred Stock, $1.00 par value, shares authorized and issued: 2,000, liquidation
preference $2,000..................................................................... 2 2
Common Stock, $1.00 par value........................................................... 5,000 5,000
Shares authorized and issued: 5,000,000
Additional paid-in capital.............................................................. 327,992 237,992
Note receivable from PLC Employee Stock Ownership Plan.................................. (5,378) (5,579)
Retained earnings....................................................................... 629,436 532,088
Accumulated other comprehensive income
Net unrealized gains on investments (net of income tax: 1997-$33,238; 1996-$3,601).... 61,727 6,688
----------- ----------
Total stockholder's equity.......................................................... 1,018,779 776,191
----------- ----------
$10,375,281 $8,163,343
----------- ----------
----------- ----------
</TABLE>
See notes to consolidated financial statements.
F-20
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
NOTE
ADDITIONAL RECEIVABLE NET UNREALIZED TOTAL
PREFERRED COMMON PAID-IN FROM PLC RETAINED GAINS (LOSSES) STOCKHOLDER'S
STOCK STOCK CAPITAL ESOP EARNINGS ON INVESTMENTS EQUITY
------------ ------- ---------- ---------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1994.............. $5,000 $126,494 $(5,936) $377,049 $(107,532) $ 395,075
-------------
Net income for 1995................... 77,696 77,696
Increase in net unrealized gains on
investments (net of income tax:
$89,742)............................ 166,663 166,663
Reclassification adjustment for
amounts included in net income (net
of income tax: $(683)).............. (1,268) (1,268)
-------------
Comprehensive income for 1995......... 243,091
-------------
Common dividends ($1.00 per share).... (5,000) (5,000)
Preferred dividends ($50 per share)... (100) (100)
Capital contribution from PLC......... 18,000 18,000
Decrease in note receivable form PLC
ESOP................................ 171 171
--- ------- ---------- ---------- -------- -------------- -------------
Balance, December 31, 1995.............. 5,000 144,494 (5,765) 449,645 57,863 651,237
-------------
Net income for 1996................... 82,543 82,543
Decrease in net unrealized gains on
investments (net of income tax:
$(25,627)........................... (47,593) (47,593)
Reclassification adjustment for
amounts included in net income (net
of income tax: $(1,928))............ (3,582) (3,582)
-------------
Comprehensive income for 1996......... 31,368
-------------
Redemption feature of preferred stock
removed-Note I...................... $ 2 1,998 2,000
Preferred dividends ($50 per share)... (100) (100)
Capital contribution from PLC......... 91,500 91,500
Decrease in note receivable from PLC
ESOP................................ 186 186
--- ------- ---------- ---------- -------- -------------- -------------
Balance, December 31, 1996.............. 2 5,000 237,992 (5,579) 532,088 6,688 776,191
-------------
Net income for 1997................... 97,448 97,448
Increase in net unrealized gains on
investments (net of income tax-
$30,275)............................ 56,225 56,225
Reclassification adjustment for
amounts included in net income (net
of income tax: $(638)).............. (1,186) (1,186)
-------------
Comprehensive income for 1997......... 152,487
-------------
Preferred dividends ($50 per share)... (100) (100)
Capital contribution from PLC......... 90,000 90,000
Decrease in note receivable from PLC
ESOP................................ 201 201
--- ------- ---------- ---------- -------- -------------- -------------
Balance, December 31, 1997.............. $ 2 $5,000 $327,992 $(5,378) $629,436 $ 61,727 $1,018,779
--- ------- ---------- ---------- -------- -------------- -------------
--- ------- ---------- ---------- -------- -------------- -------------
</TABLE>
See notes to consolidated financial statements.
F-21
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31
-------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income...................................................... $ 97,448 $ 82,543 $ 77,696
Adjustments to reconcile net income to net cash provided by
operating activities:
Amortization of deferred policy acquisition costs............. 107,175 91,001 84,501
Capitalization of deferred policy acquisition costs........... (135,211) (77,078) (89,266)
Depreciation expense.......................................... 5,124 5,333 4,317
Deferred income taxes......................................... (17,918) (2,442) (6,971)
Accrued income taxes.......................................... (5,558) 893 5,537
Interest credited to universal life and investment products... 299,004 280,377 286,710
Policy fees assessed on universal life and investment
products.................................................... (131,582) (116,401) (100,840)
Change in accrued investment income and other receivables..... (158,798) (70,987) (161,924)
Change in policy liabilities and other policyholder funds of
traditional life and health products........................ 279,522 133,621 201,353
Change in other liabilities................................... 65,393 7,209 (3,270)
Other (net)................................................... (1,133) (4,281) (6,634)
----------- ----------- -----------
Net cash provided by operating activities......................... 403,466 329,788 291,209
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Maturities and principal reduction of investments:
Investments available for sale................................ 6,462,663 1,327,323 2,014,060
Other......................................................... 324,242 168,898 78,568
Sale of investments:
Investment available for sale................................. 1,108,058 1,569,119 1,523,454
Other......................................................... 695,270 568,218 141,184
Cost of investments acquired:
Investments available for sale................................ (8,428,804) (3,798,631) (3,626,877)
Other......................................................... (718,335) (400,322) (540,648)
Acquisitions and bulk reinsurance assumptions................... (169,124) 264,126
Purchase of property and equipment.............................. (6,087) (6,899) (5,629)
Sale of property and equipment.................................. 2,681 288 286
----------- ----------- -----------
Net cash used in investing activities............................. (729,436) (307,880) (415,602)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under line of credit arrangements and long-term
debt.......................................................... 1,159,538 941,438 1,162,700
Capital contribution from PLC................................... 90,000 91,500 18,000
Principal payments on line of credit arrangements and long-term
debt.......................................................... (1,159,538) (941,438) (1,162,700)
Principal payment on surplus note to PLC........................ (4,693) (10,000) (4,750)
Dividends to stockholder........................................ (100) (100) (5,100)
Investment product deposits and change in universal life
deposits...................................................... 910,659 949,122 908,063
Investment product withdrawals.................................. (745,083) (944,244) (785,622)
----------- ----------- -----------
Net cash provided by financing activities......................... 250,783 86,278 130,591
----------- ----------- -----------
INCREASE (DECREASE) IN CASH....................................... (75,187) 108,186 6,198
CASH AT BEGINNING OF YEAR......................................... 114,384 6,198 0
----------- ----------- -----------
CASH AT END OF YEAR............................................... $ 39,197 $ 114,384 $ 6,198
----------- ----------- -----------
----------- ----------- -----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year:
Interest on debt.............................................. $ 4,343 $ 4,633 $ 6,029
Income taxes.................................................. $ 57,215 $ 43,478 $ 41,397
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES
Reduction of principal on note from ESOP........................ $ 201 $ 186 $ 171
Acquisitions and bulk reinsurance assumptions
Assets acquired............................................... $ 1,114,832 $ 296,935 $ 613
Liabilities assumed........................................... (902,267) (364,862) (21,800)
----------- ----------- -----------
Net........................................................... $ 212,565 $ (67,927) $ (21,187)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
See notes to consolidated financial statements.
F-22
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements of Protective Life
Insurance Company and subsidiaries ("Protective") are prepared on the basis of
generally accepted accounting principles. Such accounting principles differ from
statutory reporting practices used by insurance companies in reporting to state
regulatory authorities. (See also Note B.)
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make various estimates
that affect the reported amounts of assets and liabilities, disclosures of
contingent assets and liabilities, as well as the reported amounts of revenues
and expenses.
ENTITIES INCLUDED
The consolidated financial statements include the accounts, after
intercompany eliminations, of Protective Life Insurance Company and its
wholly-owned subsidiaries. Protective is a wholly-owned subsidiary of Protective
Life Corporation ("PLC"), an insurance holding company.
NATURE OF OPERATIONS
Protective produces, distributes, and services a diverse array of life
insurance, specialty insurance and retirement savings and investment products.
Protective markets individual life insurance, dental insurance and managed care
services, credit life and disability insurance, guaranteed investment contracts,
guaranteed funding agreements, and fixed and variable annuities throughout the
United States. Protective also maintains a separate division devoted exclusively
to the acquisition of insurance policies from other companies.
The operating results of companies in the insurance industry have
historically been subject to significant fluctuations due to competition,
economic conditions, interest rates, investment performance, maintenance of
insurance ratings, and other factors.
RECENTLY ISSUED ACCOUNTING STANDARDS
In 1996 Protective adopted Statement of Financial Accounting Standards
("SFAS") No. 120, "Accounting and Reporting by Mutual Life Insurance Enterprises
and by Insurance Enterprises for Certain Long-Duration Participating Contracts;"
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of;" and SFAS No. 122, "Accounting for Mortgage
Servicing Rights." In 1997 Protective adopted SFAS No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities;"
SFAS No. 130, "Reporting Comprehensive Income;" and SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information."
SFAS No. 130 requires the presentation of comprehensive income and its
components in a financial statement that is displayed with the same prominence
as other financial statements. Protective has reconfigured the Consolidated
Statements of Stockholder's Equity presented herein in accordance with this
Statement. SFAS No. 131 requires additional disclosures with respect to
Protective's operating segments.
The adoption of these accounting standards did not have a material effect on
Protective's financial statements but has resulted in changed disclosure and
financial statement presentation.
F-23
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS
Protective has classified all of its investments in fixed maturities, equity
securities, and short-term investments as "available for sale."
Investments are reported on the following bases less allowances for
uncollectible amounts on investments, if applicable:
- Fixed maturities (bonds, bank loan participations, and redeemable
preferred stocks) -- at current market value.
- Equity securities (common and nonredeemable preferred stocks) -- at
current market value.
- Mortgage loans on real estate -- at unpaid balances, adjusted for loan
origination costs, net of fees, and amortization of premium or discount.
- Investment real estate -- at cost, less allowances for depreciation
computed on the straight-line method. With respect to real estate acquired
through foreclosure, cost is the lesser of the loan balance plus
foreclosure costs or appraised value.
- Policy loans -- at unpaid balances.
- Other long-term investments -- at a variety of methods similar to those
listed above, as deemed appropriate for the specific investment.
- Short-term investments -- at cost, which approximates current market
value.
Substantially all short-term investments have maturities of three months or
less at the time of acquisition and include approximately $3.1 million in bank
deposits voluntarily restricted as to withdrawal.
As prescribed by SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities," certain investments are recorded at their market values
with the resulting unrealized gains and losses reduced by a related adjustment
to deferred policy acquisition costs, net of income tax reported as a component
of stockholder's equity. The market values of fixed maturities increase or
decrease as interest rates fall or rise. Therefore, although the adoption of
SFAS No. 115 does not affect Protective's operations, its reported stockholder's
equity will fluctuate significantly as interest rates change.
Protective's balance sheets at December 31, prepared on the basis of
reporting investments at amortized cost rather than at market values, are as
follows:
<TABLE>
<CAPTION>
1997 1996
-------------- -------------
<S> <C> <C>
Total investments.............................................. $ 7,876,952 $ 6,495,259
Deferred policy acquisition costs.............................. 654,043 495,965
All other assets............................................... 1,749,321 1,161,830
-------------- -------------
$ 10,280,316 $ 8,153,054
-------------- -------------
-------------- -------------
Deferred income taxes.......................................... $ 16,179 $ 34,121
All other liabilities.......................................... 9,307,085 7,349,430
-------------- -------------
9,323,264 7,383,551
Stockholder's equity........................................... 957,052 769,503
-------------- -------------
$ 10,280,316 $ 8,153,054
-------------- -------------
-------------- -------------
</TABLE>
F-24
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Realized gains and losses on sales of investments are recognized in net
income using the specific identification basis.
DERIVATIVE FINANCIAL INSTRUMENTS
Protective does not use derivative financial instruments for trading
purposes. Combinations of futures contracts and options on treasury notes are
currently being used as hedges for asset/liability management of certain
investments, primarily mortgage loans on real estate, mortgage-backed
securities, and liabilities arising from interest-sensitive products such as
guaranteed investment contracts and individual annuities. Realized investment
gains and losses on such contracts are deferred and amortized over the life of
the hedged asset. Net realized gains of $1.5 million and net realized losses of
$0.2 million were deferred in 1997 and 1996 respectively. At December 31, 1997
and 1996, options and open futures contracts with notional amounts of $925.0
million and $805.0 million, respectively, had net unrealized losses of $0.4
million and $1.9 million respectively.
Protective uses interest rate swap contracts to convert certain investments
from a variable to a fixed rate of interest. At December 31, 1997, related open
interest rate swap contracts with a notional amount of $95.3 million were in a
$0.1 million net unrealized loss position. At December 31, 1996, related open
interest rate swap contracts with a notional amount of $150.3 million were in a
$0.7 million net unrealized loss position.
In connection with a commercial mortgage loan securitization, Protective
entered into interest rate swap contracts converting a fixed rate of interest to
a floating rate of interest and converting a floating rate of interest to a
fixed rate of interest with notional amounts at December 31, 1997, of $332.4
million and $200.0 million, respectively. In the aggregate, there were no net
unrealized gains or losses associated with these swap contracts at December 31,
1997.
CASH
Cash includes all demand deposits reduced by the amount of outstanding
checks and drafts.
PROPERTY AND EQUIPMENT
Property and equipment are reported at cost. Protective primarily uses the
straight-line method of depreciation based upon the estimated useful lives of
the assets. Major repairs or improvements are capitalized and depreciated over
the estimated useful lives of the assets. Other repairs are expensed as
incurred. The cost and related accumulated depreciation of property and
equipment sold or retired are removed from the accounts, and resulting gains or
losses are included in income.
F-25
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property and equipment consisted of the following at December 31:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Home office building................................................... $ 37,459 $ 36,586
Other, principally furniture and equipment............................. 46,937 35,401
--------- ---------
84,396 71,987
Accumulated depreciation............................................... 47,989 36,498
--------- ---------
$ 36,407 $ 35,489
--------- ---------
--------- ---------
</TABLE>
SEPARATE ACCOUNTS
Protective operates separate accounts, some in which Protective bears the
investment risk and others in which the investments risk rests with the
contractholder. The assets and liabilities related to separate accounts in which
Protective does not bear the investment risk are valued at market and reported
separately as assets and liabilities related to separate accounts in the
accompanying consolidated financial statements.
REVENUES, BENEFITS, CLAIMS, AND EXPENSES
Traditional Life and Health Insurance Products -- Traditional life insurance
products consist principally of those products with fixed and guaranteed
premiums and benefits and include whole life insurance policies, term life
insurance policies, limited-payment life insurance policies, and certain
annuities with life contingencies. Life insurance and immediate annuity premiums
are recognized as revenue when due. Health insurance premiums are recognized as
revenue over the terms of the policies. Benefits and expenses are associated
with earned premiums so that profits are recognized over the life of the
contracts. This is accomplished by means of the provision for liabilities for
future policy benefits and the amortization of deferred policy acquisition
costs.
Liabilities for future policy benefits on traditional life insurance
products have been computed using a net level method including assumptions as to
investment yields, mortality, persistency, and other assumptions based on
Protective's experience modified as necessary to reflect anticipated trends and
to include provisions for possible adverse deviation. Reserve investment yield
assumptions are graded and range from 2.5% to 7.0%. The liability for future
policy benefits and claims on traditional life and health insurance products
includes estimated unpaid claims that have been reported to Protective and
claims incurred but not yet reported. Policy claims are charged to expense in
the period that the claims are incurred.
F-26
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Activity in the liability for unpaid claims is summarized as follows:
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Balance beginning of year.............................. $ 108,159 $ 73,642 $ 79,462
Less reinsurance..................................... 6,423 3,330 5,024
----------- ----------- -----------
Net balance beginning of year.......................... 101,736 70,312 74,438
----------- ----------- -----------
Incurred related to:
Current year........................................... 258,322 275,524 216,839
Prior year............................................. (14,540) (2,417) (4,038)
----------- ----------- -----------
Total incurred....................................... 243,782 273,107 212,801
----------- ----------- -----------
Paid related to:
Current year........................................... 203,381 197,163 164,321
Prior year............................................. 58,104 57,812 48,834
----------- ----------- -----------
Total paid........................................... 261,485 254,975 213,155
----------- ----------- -----------
Other changes:
Acquisitions and reserve transfers................... 3,415 13,292 (3,772)
----------- ----------- -----------
Net balance end of year................................ 87,448 101,736 70,312
Plus reinsurance..................................... 18,673 6,423 3,330
----------- ----------- -----------
Balance end of year.................................... $ 106,121 $ 108,159 $ 73,642
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
- Universal Life and Investment Products -- Universal life and investment
products include universal life insurance, guaranteed investment
contracts, deferred annuities, and annuities without life contingencies.
Revenues for universal life and investment products consist of policy fees
that have been assessed against policy account balances for the costs of
insurance, policy administration, and surrenders. That is, universal life
and investment product deposits are not considered revenues in accordance
with generally accepted accounting principles. Benefit reserves for
universal life and investment products represent policy account balances
before applicable surrender charges plus certain deferred policy
initiation fees that are recognized in income over the term of the
policies. Policy benefits and claims that are charged to expense include
benefit claims incurred in the period in excess of related policy account
balances and interest credited to policy account balances. Interest credit
rates for universal life and investment products ranged from 3.0% to 9.4%
in 1997.
At December 31, 1997, Protective estimates the fair value of its
guaranteed investment contracts to be $2,687.3 million using discounted
cash flows. The surrender value of Protective's annuities which
approximates fair value was $1,494.6 million.
- Policy Acquisition Costs -- Commissions and other costs of acquiring
traditional life and health insurance, universal life insurance, and
investment products that vary with and are primarily related to the
production of new business have been deferred. Traditional life and health
insurance acquisition costs are amortized over the premium-payment period
of the related policies in proportion to the ratio of annual premium
income to total anticipated premium income. Acquisition costs for
universal life and investment products are being amortized over
F-27
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the lives of the policies in relation to the present value of estimated
gross profits from surrender charges and investment, mortality, and
expense margins. Under SFAS No. 97, "Accounting and Reporting by Insurance
Enterprises for Certain Long-Duration Contracts and for Realized Gains and
Losses from the Sale of Investments," Protective makes certain assumptions
regarding the mortality, persistency, expenses, and interest rates it
expects to experience in future periods. These assumptions are to be best
estimates and are to be periodically updated whenever actual experience
and/or expectations for the future change from initial assumptions.
Additionally, relating to SFAS No. 115, these costs have been adjusted by
an amount equal to the amortization that would have been recorded if
unrealized gains or losses on investments associated with Protective's
universal life and investment products had been realized.
The cost to acquire blocks of insurance representing the present value of
future profits from such blocks of insurance is also included in deferred policy
acquisition costs. For acquisitions occurring after 1988, Protective amortizes
the present value of future profits over the premium payment period including
accrued interest at 8%. The unamortized present value of future profits for such
acquisitions was approximately $261.9 million and $149.9 million at December 31,
1997 and 1996, respectively. During 1996 $69.2 million of present value of
future profits on acquisitions made during the year was capitalized and $21.8
million was amortized. During 1997 $136.2 million of present value of future
profits on acquisitions made during the year was capitalized, and $24.2 million
was amortized. The unamortized present value of future profits for all
acquisitions was $274.9 million at December 31, 1997 and $167.6 million at
December 31, 1996.
PARTICIPATING POLICIES
Participating business comprises approximately 1% of the individual life
insurance in force and 2% of the individual life insurance premium income.
Policyholder dividends totaled $4.6 million in 1997, $4.1 million in 1996, and
$2.6 million in 1995.
INCOME TAXES
Protective uses the asset and liability method of accounting for income
taxes. Income tax provisions are generally based on income reported for
financial statement purposes. Deferred federal income taxes arise from the
recognition of temporary differences between the bases of assets and liabilities
determined for financial reporting purposes and the bases determined for income
tax purposes. Such temporary differences are principally related to the deferral
of policy acquisition costs and the provision for future policy benefits and
expenses.
RECLASSIFICATIONS
Certain reclassifications have been made in the previously reported
financial statements and accompanying notes to make the prior year amounts
comparable to those of the current year. Such reclassifications had no effect on
net income, total assets, or stockholder's equity.
NOTE B -- RECONCILIATION WITH STATUTORY REPORTING PRACTICES
Financial statements prepared in conformity with generally accepted
accounting principals ("GAAP") differ in some respects from the statutory
accounting practices prescribed or permitted by
F-28
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE B -- RECONCILIATION WITH STATUTORY REPORTING PRACTICES (CONTINUED)
insurance regulatory authorities. The most significant differences are: (a)
acquisition costs of obtaining new business are deferred and amortized over the
approximate life of the policies rather than charged to operations as incurred,
(b) benefit liabilities are computed using a net level method and are based on
realistic estimates of expected mortality, interest, and withdrawals as adjusted
to provide for possible unfavorable deviation from such assumptions, (c)
deferred income taxes are provided for temporary differences between financial
and taxable earnings, (d) the Asset Valuation Reserve and Interest Maintenance
Reserve are restored to stockholder's equity, (e) furniture and equipment,
agents' debit balances, and prepaid expenses are reported as assets rather than
being charged directly to surplus (referred to as nonadmitted items), (f)
certain items of interest income, principally accrual of mortgage and bond
discounts are amortized differently, and (g) bonds are stated at market instead
of amortized cost.
The reconciliations of net income and stockholder's equity prepared in
conformity with statutory reporting practices to that reported in the
accompanying consolidated financial statements are as follows:
<TABLE>
<CAPTION>
NET INCOME STOCKHOLDER'S EQUITY
------------------------------- --------------------------------
1997 1996 1995 1997 1996 1995
--------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
In conformity with statutory
reporting practices: (1)....... $ 134,417 $ 102,337 $ 115,259 $ 579,111 $ 456,320 $ 324,416
Additions (deductions) by
adjustment:
Deferred policy acquisition
costs, net of amortization... 10,310 (2,830) (765) 632,605 488,201 410,183
Deferred income tax............ 13,981 2,142 6,972 (49,417) (37,722) (67,420)
Asset Valuation Reserve........ 67,369 64,233 105,769
Interest Maintenance Reserve... (1,434) (2,142) (1,235) 9,809 17,682 14,412
Nonadmitted items.............. 30,500 21,610 20,603
Other timing and valuation
adjustments.................. (54,494) (11,210) (45,028) (215,448) (197,227) (108,495)
Noninsurance affiliates........ 17,530 11,104 (22) (4) 4 (9)
Consolidation elimination...... (22,862) (16,858) 2,515 (35,746) (36,910) (46,222)
--------- --------- --------- ---------- --------- ---------
In conformity with generally
accepted accounting
principles..................... $ 97,448 $ 82,543 $ 77,696 $1,018,779 $ 776,191 $ 653,237
--------- --------- --------- ---------- --------- ---------
--------- --------- --------- ---------- --------- ---------
</TABLE>
- ------------------------
(1) Consolidated
F-29
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE C -- INVESTMENT OPERATIONS
Major categories of net investment income for the years ended December 31
are summarized as follows:
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Fixed maturities....................................... $ 396,255 $ 310,353 $ 272,942
Equity securities...................................... 1,186 2,124 1,338
Mortgage loans on real estate.......................... 161,604 153,463 162,135
Investment real estate................................. 2,004 1,875 1,855
Policy loans........................................... 11,370 10,378 8,958
Other, principally short-term investments.............. 21,876 51,637 40,348
----------- ----------- -----------
594,295 529,830 487,576
Investment expenses.................................... 36,807 31,049 29,143
----------- ----------- -----------
$ 557,488 $ 498,781 $ 458,433
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
Realized investment gains (losses) for the years ended December 31 are
summarized as follows:
<TABLE>
<S> <C> <C> <C>
Fixed maturities............................ $ (8,355) $ (7,101) $ 6,118
Equity securities........................... 5,975 1,733 44
Mortgage loans and other investments........ 4,204 10,878 (4,211)
--------- --------- ---------
$ 1,824 $ 5,510 $ 1,951
--------- --------- ---------
--------- --------- ---------
</TABLE>
Protective has established an allowance for uncollectible amounts on
investments. The allowance totaled $23.0 million at December 31, 1997 and $30.9
million at December 31, 1996. Additions and reductions to the allowance are
included in realized investment gains (losses). Without such additions/
reductions, Protective had net realized investment losses of $6.1 million in
1997, net realized investment gains of $3.7 million in 1996, and net realized
investment losses of $0.5 million in 1995.
In 1997, gross gains on the sale of investments available for sale (fixed
maturities, equity securities and short-term investments) were $21.3 million and
gross losses were $23.5 million. In 1996, gross gains were $6.9 million and
gross losses were $11.8 million. In 1995, gross gains were $18.0 million and
gross losses were $11.8 million.
F-30
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE C -- INVESTMENT OPERATIONS (CONTINUED)
The amortized cost and estimated market values of Protective's investments
classified as available for sale at December 31 are as follows:
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
1997 COST GAINS LOSSES VALUES
- ---------------------------------------------------------- ------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Fixed maturities:
Bonds:
Mortgage-backed....................................... $ 2,982,266 $ 54,103 $ 16,577 $ 3,019,792
United States Government and authorities.............. 160,484 1,366 0 161,850
States, municipalities, and political subdivisions.... 31,621 532 0 32,153
Public utilities...................................... 481,679 7,241 0 488,920
Convertibles and bonds with warrants.................. 694 0 168 526
All other corporate bonds............................. 2,559,186 80,903 1,019 2,639,070
Redeemable preferred stocks............................. 5,941 0 0 5,941
------------- ----------- ----------- -------------
6,221,871 144,145 17,764 6,348,252
Equity securities......................................... 24,983 300 10,277 15,006
Short-term investments.................................... 54,337 0 0 54,337
------------- ----------- ----------- -------------
$ 6,301,190 $ 144,445 $ 28,041 $ 6,417,595
------------- ----------- ----------- -------------
------------- ----------- ----------- -------------
</TABLE>
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
1996 COST GAINS LOSSES VALUES
- ---------------------------------------------------------- ------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Fixed maturities:
Bonds:
Mortgage-backed....................................... $ 2,192,978 $ 29,925 $ 20,810 $ 2,202,093
United States Government and authorities.............. 348,318 661 1,377 347,602
States, municipalities, and political subdivisions.... 5,515 47 9 5,553
Public utilities...................................... 364,692 2,205 337 366,560
Convertibles and bonds with warrants.................. 679 0 158 521
All other corporate bonds............................. 1,679,276 33,879 29,388 1,683,767
Bank loan participations................................ 49,829 0 0 49,829
Redeemable preferred stocks............................. 7,238 60 226 7,072
------------- ----------- ----------- -------------
4,648,525 66,777 52,305 4,662,997
Equity securities......................................... 31,669 9,570 5,989 35,250
Short-term investments.................................... 101,215 0 0 101,215
------------- ----------- ----------- -------------
$ 4,781,409 $ 76,347 $ 58,294 $ 4,799,462
------------- ----------- ----------- -------------
------------- ----------- ----------- -------------
</TABLE>
F-31
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE C -- INVESTMENT OPERATIONS (CONTINUED)
The amortized cost and estimated market values of fixed maturities at
December 31, by expected maturity, are shown below. Expected maturities are
derived from rates of prepayment that may differ from actual rates of
prepayment.
<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED MARKET
1997 COST VALUES
- ---------------------------------------------------------------- ------------- -------------
<S> <C> <C>
Due in one year or less......................................... $ 456,248 $ 460,994
Due after one year through five years........................... 2,774,769 2,815,553
Due after five years through ten years.......................... 2,377,989 2,440,193
Due after ten years............................................. 612,865 631,512
------------- -------------
$ 6,221,871 $ 6,348,252
------------- -------------
------------- -------------
</TABLE>
<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED MARKET
1996 COST VALUES
- ---------------------------------------------------------------- ------------- -------------
<S> <C> <C>
Due in one year or less......................................... $ 417,463 $ 420,774
Due after one year through five years........................... 1,547,805 1,546,278
Due after five years through ten years.......................... 2,090,149 2,095,781
Due after ten years............................................. 593,108 600,164
------------- -------------
$ 4,648,525 $ 4,662,997
------------- -------------
------------- -------------
</TABLE>
The approximate percentage distribution of Protective's fixed maturity
investments by quality rating at December 31 is as follows:
<TABLE>
<CAPTION>
RATING 1997 1996
- -------------------------------------------------------------------------- --------- ---------
<S> <C> <C>
AAA....................................................................... 41.1% 48.3%
AA........................................................................ 4.8 4.4
A......................................................................... 29.1 22.6
BBB
Bonds................................................................... 21.9 21.1
Bank loan participations................................................ 0.1
BB or Less
Bonds................................................................... 3.0 2.5
Bank loan participations................................................ 0.9
Redeemable preferred stocks............................................... 0.1 0.1
--------- ---------
100.0% 100.0%
--------- ---------
--------- ---------
</TABLE>
At December 31, 1997 and 1996, Protective had bonds which were rated less than
investment grade of $195.2 million and $117.5 million, respectively, having an
amortized cost of $193.6 million and $137.0 million, respectively. At December
31, 1997, approximately $89.6 million of the bonds rates less than investment
grade were securities issued in company-sponsored commercial mortgage loan
securitizations. Additionally, Protective had bank loan participations at
December 31, 1996 which were rated less than investment grade of $43.6 million
having an amortized cost of $43.6 million.
F-32
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE C -- INVESTMENT OPERATIONS (CONTINUED)
The change in unrealized gains (losses), net of income tax on fixed maturity
and equity securities for the years ended December 31 is summarized as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ----------- ------------
<S> <C> <C> <C>
Fixed maturities...................................... $ 72,741 $ (56,898) $ 199,024
Equity securities..................................... $ (8,813) $ 207 $ 2,740
</TABLE>
At December 31, 1997, all of Protective's mortgage loans were commercial
loans of which 75% were retail, 9% were apartments, 7% were office buildings,
and 7% were warehouses. Protective specializes in making mortgage loans on
either credit-oriented or credit-anchored commercial properties, most of which
are strip shopping centers in smaller towns and cities. No single tenant's
leased space represents more than 5% of mortgage loans. Approximately 84% of the
mortgage loans are on properties located in the following states listed in
decreasing order of significance: Florida, Georgia, Texas, North Carolina,
Alabama, Virginia, South Carolina, Tennessee, Kentucky, California, Maryland,
Mississippi, Ohio, Michigan, and Indiana.
Many of the mortgage loans have call provisions after five to seven years.
Assuming the loans are called at their next call dates, approximately $76.7
million would become due in 1998, $434.4 million in 1999 to 2002, and $129.7
million in 2003 to 2007.
At December 31, 1997, the average mortgage loan was $1.6 million, and the
weighted average interest rate was 8.8%. The largest single mortgage loan was
$12.8 million. While Protective's mortgage loans do not have quoted market
values, at December 31, 1997 and 1996, Protective estimates the market value of
its mortgage loans to be $1,405.5 million and $1,581.7 million, respectively,
using discounted cash flows from the next call date.
At December 31, 1997 and 1996, Protective's problem mortgage loans and
foreclosed properties totaled $17.7 million and $23.7 million, respectively.
Protective's mortgage loans are collateralized by real estate, any assessment of
impairment is based upon the estimated fair value of the real estate. Based on
Protective's evaluation of its mortgage loan portfolio, Protective does not
expect any material losses on its mortgage loans.
Certain investments, principally real estate, with a carrying value of $6.7
million were nonincome producing for the twelve months ended December 31, 1997.
Protective believes it is not practicable to determine the fair value of its
policy loans since there is no stated maturity, and policy loans are often
repaid by reductions to policy benefits. Policy loan interest rates generally
range from 4.5% to 8.0%. The fair values of Protective's other long-term
investments approximate cost.
F-33
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE D -- FEDERAL INCOME TAXES
Protective's effective income tax rate varied from the maximum federal
income tax rate as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Statutory federal income tax rate applied to pretax income........................ 35.0% 35.0% 35.0%
Dividends received deduction and tax-exempt interest.............................. (0.2) (0.4) (0.5)
Low-income housing credit......................................................... (0.6) (0.6) (0.7)
Tax benefits arising from prior acquisitions and other adjustments................ 0.7 0.1 0.2
--- --- ---
Effective income tax rate......................................................... 34.9% 34.1% 34.0%
--- --- ---
--- --- ---
</TABLE>
The provision for federal income tax differs from amounts currently payable
due to certain items reported for financial statement purposes in periods which
differ from those in which they are reported for income tax purposes.
Details of the deferred income tax provision for the years ended December 31
are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Deferred policy acquisition costs........................................... $ 7,054 $ 15,542 $ (11,606)
Benefit and other policy liability changes.................................. (23,564) (16,321) 52,496
Temporary differences of investment income.................................. 2,516 (1,163) (34,175)
Other items................................................................. 13 (200) (13,687)
---------- ---------- ----------
$ (13,981) $ (2,142) $ (6,972)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The components of Protective's net deferred income tax liability as of
December 31 were as follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Deferred income tax assets:
Policy and policyholder liability reserves............................................ $ 138,701 $ 80,151
Other................................................................................. 1,029 2,503
----------- -----------
139,730 82,654
----------- -----------
----------- -----------
Deferred income tax liabilities:
Deferred policy acquisition costs..................................................... 150,895 117,696
Unrealized gain on investments........................................................ 38,252 2,680
----------- -----------
189,147 120,376
----------- -----------
Net deferred income tax liability..................................................... $ 49,417 $ 37,722
----------- -----------
----------- -----------
</TABLE>
Under pre-1984 life insurance company income tax laws, a portion of
Protective's gain from operations which was not subject to current income
taxation was accumulated for income tax purposes in a memorandum account
designated as Policyholders' Surplus. The aggregate accumulation in this account
at December 31, 1997 was approximately $73 million. Should the accumulation in
the Policyholders' Surplus account exceed certain stated maximums, or should
distributions including cash dividends be made to PLC in excess of approximately
$727 million, such excess would be subject
F-34
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE D -- FEDERAL INCOME TAXES (CONTINUED)
to federal income taxes at rates then effective. Deferred income taxes have not
been provided on amounts designated as Policyholders' Surplus. Protective does
not anticipate involuntarily paying income tax on amounts in the Policyholders'
Surplus accounts.
Protective's income tax returns are included in the consolidated income tax
returns of PLC. The allocation of income tax liabilities among affiliates is
based upon separate income tax return calculations.
NOTE E -- DEBT
At December 31, 1997, PLC had no borrowings outstanding under a term note
that contains, among other provisions, requirements for maintaining certain
financial ratios, and restrictions on indebtedness incurred by PLC's
subsidiaries including Protective. Additionally, PLC, on a consolidated basis,
cannot incur debt in excess of 50% of its total capital.
Protective has arranged sources of credit to temporarily fund scheduled
investment commitments. Protective expects that the rate received on its
investments will equal or exceed its borrowing rate. Protective had no such
temporary borrowings outstanding at December 31, 1997 and 1996.
Included in indebtedness to related parties is a surplus debenture issued by
Protective to PLC. At December 31, 1997, the balance of the surplus debenture
was $20.0 million. The debenture matures in 2003.
Indebtedness to related parties also consists of payables to affiliates
under control of PLC in the amount of $8.1 million at December 31, 1997.
Protective routinely receives from or pays to affiliates under the control of
PLC reimbursements for expenses incurred on one another's behalf. Receivables
and payables among affiliates are generally settled monthly.
Interest expense on borrowed money totaled $4.3 million, $4.6 million, and
$6.0 million, in 1997, 1996, and 1995, respectively.
NOTE F -- RECENT ACQUISITIONS
In January 1996 Protective acquired through coinsurance a block of life
insurance policies. In June 1996 Protective acquired through coinsurance a block
of credit life insurance policies. In December 1996 Protective acquired a small
life insurance company and acquired through coinsurance a block of life
insurance policies.
In June 1997, Protective acquired West Coast Life Insurance Company ("West
Coast"). In September 1997, Protective acquired the Western Diversified Group.
In October 1997, Protective coinsured a block of credit policies.
These transactions have been accounted for as purchases, and the results of
the transactions have been included in the accompanying financial statements
since the effective dates of the agreements.
Summarized below are the consolidated results of operations of 1997 and
1996, on an unaudited pro forma basis, as if the West Coast and Western
Diversified Group acquisitions had occurred as of January 1, 1996. The pro forma
information is based on Protective's consolidated results of operations for 1997
and 1996 and on data provided by the respective companies, after giving effect
to certain pro forma adjustments. The pro forma financial information does not
purport to be indicative of results of
F-35
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE F -- RECENT ACQUISITIONS (CONTINUED)
operations that would have occurred had the transaction occurred on the basis
assumed above nor are they indicative of results of the future operations of the
combined enterprises.
<TABLE>
<S> <C> <C>
1997 1996
------------- -------------
Total revenues.................................................................... $ 1,133,962 $ 1,126,096
Net income........................................................................ $ 100,621 $ 88,774
</TABLE>
NOTE G -- COMMITMENTS AND CONTINGENT LIABILITIES
Under insurance guaranty fund laws, in most states, insurance companies
doing business therein can be assessed up to prescribed limits for policyholder
losses incurred by insolvent companies. Protective does not believe such
assessments will be materially different from amounts already provided for in
the financial statements. Most of these laws do provide, however, that an
assessment may be excused or deferred if it would threaten an insurer's own
financial strength.
A number of civil jury verdicts have been returned against life and health
insurers in the jurisdictions in which Protective does business involving the
insurers' sales practices, alleged agent misconduct, failure to properly
supervise agents, and other matters. Increasingly these lawsuits have resulted
in the award of substantial judgments against the insurer that are
disproportionate to the actual damages, including material amounts of punitive
damages. In addition, in some class action and other lawsuits involving
insurers' sales practices, insurers have made material settlement payments. In
some states (including Alabama), juries have substantial discretion in awarding
punitive damages which creates the potential for unpredictable material adverse
judgments in any given punitive damage suit. Protective and its subsidiaries,
like other life and health insurers, in the ordinary course of business, are
involved in such litigation. Although the outcome of any litigation cannot be
predicted with certainty, Protective believes that at the present time there are
no pending or threatened lawsuits that are reasonably likely to have a material
adverse effect on the financial position, results of operations, or liquidity of
Protective.
NOTE H -- STOCKHOLDER'S EQUITY AND RESTRICTIONS
At December 31, 1997, approximately $483 million of consolidated
stockholder's equity excluding net unrealized gains and losses represented net
assets of Protective that cannot be transferred in the form of dividends, loans,
or advances to PLC. In general, dividends up to specified levels are considered
ordinary and may be paid thirty days after written notice to the insurance
commissioner of the state of domicile unless such commissioner objects to the
dividend prior to the expiration of such period. Dividends in larger amounts are
considered extraordinary and are subject to affirmative prior approval by such
commissioner. The maximum amount that would qualify as ordinary dividends to PLC
by Protective in 1998 is estimated to be $154 million.
NOTE I -- PREFERRED STOCK
PLC owns all of the 2,000 shares of preferred stock issued by Protective's
subsidiary, American Foundation. During 1996, American Foundation's articles of
incorporation were amended such that the preferred stock is redeemable solely at
the discretion of American Foundation. The stock pays, when and if declared,
annual minimum cumulative dividends of $50 per share, and noncumulative
participating dividends to the extent American Foundation's statutory earnings
for the immediately
F-36
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE I -- PREFERRED STOCK (CONTINUED)
preceding fiscal year exceed $1 million. Dividends of $0.1 million were paid to
PLC in 1997, 1996, and 1995.
NOTE J -- RELATED PARTY MATTERS
On August 6, 1990, PLC announced that its Board of Directors approved the
formation of an Employee Stock Ownership Plan ("ESOP"). On December 1, 1990,
Protective transferred to the ESOP 520,000 shares of PLC's common stock held by
it in exchange for a note. The outstanding balance of the note, $5.4 million at
December 31, 1997, is accounted for as a reduction to stockholder's equity. The
stock will be used to match employee contributions to PLC's existing 401(k)
Plan. The ESOP shares are dividend paying. Dividends on the shares are used to
pay the ESOP's note to Protective.
Protective leases furnished office space and computers to affiliates. Lease
revenues were $3.1 million in 1997, $3.7 million in 1996, and $3.1 million in
1995. Protective purchases data processing, legal, investment and management
services from affiliates. The costs of such services were $51.6 million, $50.4
million, and $38.1 million, in 1997, 1996, and 1995, respectively. Commissions
paid to affiliated marketing organizations of $5.2 million, $7.4 million, and
$10.9 million, in 1997, 1996, and 1995, respectively, were included in deferred
policy acquisition costs.
Certain corporations with which PLC's directors were affiliated paid
Protective premiums and policy fees for various types of group insurance. Such
premiums and policy fees amounted to $21.4 million, $31.2 million, and $21.2
million, in 1997, 1996, and 1995, respectively. Protective and/or PLC paid
commissions, interest, and service fees to these same corporations totaling $5.4
million, $5.0 million, and $5.3 million, in 1997, 1996, and 1995, respectively.
For a discussion of indebtedness to related parties, see Note E.
NOTE K -- OPERATING SEGMENTS
Protective operates seven divisions whose principal strategic focuses can be
grouped into three general categories: Life Insurance, Specialty Insurance
Products, and Retirement Savings and Investment Products. Each division has a
senior officer of Protective responsible for its operations. A division is
generally distinguished by products and/or channels of distribution. A brief
description of each division follows.
LIFE INSURANCE
ACQUISITIONS DIVISION. The Acquisitions Division focuses solely on
acquiring, converting, and servicing business acquired from other companies.
These acquisitions may be accomplished through acquisitions of companies or
through the assumption or reinsurance of life insurance and related policies.
INDIVIDUAL LIFE DIVISION. The Individual Life Division markets universal
life and other life insurance products on a national basis through a network of
independent insurance agents. The Division primarily utilizes a distribution
system based on experienced independent producing general agents who are
recruited by regional sales managers. In addition, the Division distributes
insurance products in the life insurance brokerage market.
F-37
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE K -- OPERATING SEGMENTS (CONTINUED)
WEST COAST DIVISION. The West Coast Division sells universal and
traditional ordinary life products in the life insurance brokerage market and in
the "bank owned life insurance" market. The Division primarily utilizes a
distribution system comprised of brokerage general agencies with a network of
independent life agents.
SPECIALTY INSURANCE PRODUCTS
DENTAL AND CONSUMER BENEFITS DIVISION. The Division (formerly known as the
Group Division) recently exited from the traditional group major medical
business, fulfilling the Division's strategy to focus primarily on dental and
related products. Accordingly, the Division was renamed the Dental and Consumer
Benefits Division. The Division's primary focus is on indemnity dental products.
The Division also markets group life and disability coverages, and administers
an essentially closed block of individual cancer insurance policies.
FINANCIAL INSTITUTIONS DIVISION. The Financial Institutions Division
specializes in marketing credit life and disability insurance products through
banks, consumer finance companies and automobile dealers. The Division markets
through employee field representatives, independent brokers, and an affiliate.
The Division also includes a small property casualty insurer that sells
automobile extended warranty coverages.
RETIREMENT SAVINGS AND INVESTMENT PRODUCTS
GUARANTEED INVESTMENT CONTRACTS DIVISION. The Guaranteed Investment
Contracts ("GIC") Division markets GICs to 401(k) and other qualified retirement
savings plans. The Division also offers related products, including guaranteed
funding agreements offered to the trustees of municipal bond proceeds, floating
rate contracts offered to trust departments, and long-term annuity contracts
offered to fund certain state obligations.
INVESTMENT PRODUCTS DIVISION. The Investment Products Division
manufactures, sells, and supports fixed and variable annuity products. These
products are primarily sold through stockbrokers, but are also sold through
financial institutions and the Individual Life Division's agency sales force.
CORPORATE AND OTHER
Protective has an additional business segment herein referred to as
Corporate and Other. The Corporate and Other segment primarily consists of net
investment income and expenses not attributable to the Divisions above
(including net investment income on capital and interest on substantially all
debt).
Protective uses the same accounting policies and procedures to measure
operating segment income and assets as it uses to measure its consolidated net
income and assets. Operating segment income is generally income before income
tax. Premiums and policy fees, other income, benefits and settlement expenses,
and amortization of deferred policy acquisition costs are attributed directly to
each operating segment. Net investment income is allocated based on directly
related assets required for transacting the business of that segment. Realized
investment gains (losses) and other operating expenses are allocated to the
segments in a manner which most appropriately reflects the operations of that
segment. Unallocated realized investment gains (losses) are deemed not to be
associated with any specific segment.
F-38
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE K -- OPERATING SEGMENTS (CONTINUED)
Assets are allocated based on policy liabilities and deferred policy
acquisition costs directly attributable to each segment.
There are no significant intersegment transactions.
Operating segment income and assets for the years ended December 31 are as
follows:
F-39
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE K -- OPERATING SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>
LIFE INSURANCE
-----------------------------------------
INDIVIDUAL
OPERATING SEGMENT INCOME ACQUISITIONS LIFE WEST COAST
- ------------------------- ------------- ----------- -----------
<S> <C> <C> <C>
1997
Premiums and policy
fees................... $ 102,635 $ 127,480 $ 14,122
Net investment income.... 110,155 54,593 30,194
Realized investment gains
(losses)...............
Other income............. 10 617
------------- ----------- -----------
Total revenues....... 212,800 182,690 44,316
------------- ----------- -----------
Benefits and settlement
expenses............... 116,506 114,678 28,304
Amortization of deferred
policy acquisition
costs.................. 16,606 27,354 961
Other operating
expenses............... 23,016 18,178 6,849
------------- ----------- -----------
Total benefits and
expenses............ 156,128 160,210 36,114
------------- ----------- -----------
Income before income
tax.................... 56,672 22,480 8,202
Income tax expense.......
------------- ----------- -----------
Net income...............
------------- ----------- -----------
1996
Premiums and policy
fees................... $ 106,543 $ 116,710
Net investment income.... 106,015 48,442
Realized investment gains
(losses)............... 3,098
Other income............. 641 1,056
------------- ----------- -----------
Total revenues....... 213,199 169,306
------------- ----------- -----------
Benefits and settlement
expenses............... 118,181 96,404
Amortization of deferred
policy acquisition
costs.................. 17,162 28,393
Other operating
expenses............... 24,292 28,611
------------- ----------- -----------
Total benefits and
expenses............ 159,635 153,408
------------- ----------- -----------
Income before income
tax.................... 53,564 15,898
Income tax expense.......
------------- ----------- -----------
Net income...............
------------- ----------- -----------
1995
Premiums and policy
fees................... $ 98,501 $ 99,018
Net investment income.... 95,018 40,237
Realized investment gains
(losses)...............
Other income............. 25 169
------------- ----------- -----------
Total revenues....... 193,544 139,424
------------- ----------- -----------
Benefits and settlement
expenses............... 100,016 80,067
Amortization of deferred
policy acquisition
costs.................. 20,601 20,403
Other operating
expenses............... 22,551 22,748
------------- ----------- -----------
Total benefits and
expenses............ 143,168 123,218
------------- ----------- -----------
Income before income
tax.................... 50,376 16,206
Income tax expense.......
------------- ----------- -----------
Net income...............
------------- ----------- -----------
OPERATING SEGMENT ASSETS
- -------------------------
1997
Investments and other
assets................. $1,401,294 $ 960,316 $ 910,030
Deferred policy
acquisition costs...... 138,052 252,321 108,126
------------- ----------- -----------
Total assets............. $1,539,346 $ 1,212,637 $ 1,018,156
------------- ----------- -----------
1996
Investments and other
assets................. $1,423,081 $ 814,728
Deferred policy
acquisition costs...... 156,172 220,232
------------- ----------- -----------
Total assets............. $1,579,253 $ 1,034,960
------------- ----------- -----------
1995
Investments and other
assets................. $1,131,653 $ 701,431
Deferred policy
acquisition costs...... 123,889 186,496
------------- ----------- -----------
Total assets............. $1,255,542 $ 887,927
------------- ----------- -----------
</TABLE>
- ----------------------------------
(1) Adjustments represent the inclusion of unallocated realized investment
gains (losses) and the recognition of income tax expense. There are no
asset adjustments.
F-40
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE K -- OPERATING SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>
SPECIALTY INSURANCE RETIREMENT SAVINGS AND
PRODUCTS INVESTMENT PRODUCTS
--------------------------- ---------------------------
DENTAL AND GUARANTEED CORPORATE
CONSUMER FINANCIAL INVESTMENT INVESTMENT AND TOTAL
BENEFITS INSTITUTIONS CONTRACTS PRODUCTS OTHER ADJUSTMENTS(1) CONSOLIDATED
----------- ------------- ------------ ------------ ---------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1997
Premiums and policy
fees................... $151,110 $ 72,263 $ 12,367 $ 229 $ 480,206
Net investment income.... 23,810 16,341 $ 211,915 105,196 5,284 557,488
Realized investment gains
(losses)............... (3,180) 589 $4,415 1,824
Other income............. 1,278 3,033 (192) 1,403 6,149
----------- ------------- ------------ ------------ ---------- ------- -------------
Total revenues....... 176,198 91,637 208,735 117,960 6,916 1,045,667
----------- ------------- ------------ ------------ ---------- ------- -------------
Benefits and settlement
expenses............... 110,148 27,643 179,235 82,019 339 658,872
Amortization of deferred
policy acquisition
costs.................. 15,711 30,812 618 15,110 3 107,175
Other operating
expenses............... 38,572 20,165 3,945 12,312 6,833 129,870
----------- ------------- ------------ ------------ ---------- ------- -------------
Total benefits and
expenses............ 164,431 78,620 183,798 109,441 7,175 895,917
----------- ------------- ------------ ------------ ---------- ------- -------------
Income before income
tax.................... 11,767 13,017 24,937 8,519 (259) 149,750
Income tax expense....... 52,302 52,302
----------- ------------- ------------ ------------ ---------- ------- -------------
Net income............... $ 97,448
----------- ------------- ------------ ------------ ---------- ------- -------------
1996
Premiums and policy
fees................... $156,530 $ 73,422 $ 8,189 $ 656 $ 462,050
Net investment income.... 16,249 13,898 $ 214,369 98,719 1,089 498,781
Realized investment gains
(losses)............... (7,963) 3,858 $6,517 5,510
Other income............. 2,193 56 1,064 5,010
----------- ------------- ------------ ------------ ---------- ------- -------------
Total revenues....... 174,972 87,320 206,406 110,822 2,809 971,351
----------- ------------- ------------ ------------ ---------- ------- -------------
Benefits and settlement
expenses............... 125,797 42,781 169,927 73,093 710 626,893
Amortization of deferred
policy acquisition
costs.................. 5,326 24,900 509 14,710 1 91,001
Other operating
expenses............... 43,028 10,673 3,840 13,196 4,508 128,148
----------- ------------- ------------ ------------ ---------- ------- -------------
Total benefits and
expenses............ 174,151 78,354 174,276 100,999 5,219 846,042
----------- ------------- ------------ ------------ ---------- ------- -------------
Income before income
tax.................... 821 8,966 32,130 9,823 (2,410) 125,309
Income tax expense....... 42,766 42,766
----------- ------------- ------------ ------------ ---------- ------- -------------
Net income............... $ 82,543
----------- ------------- ------------ ------------ ---------- ------- -------------
1995
Premiums and policy
fees................... $142,483 $ 65,669 $ 4,566 $ 1,445 $ 411,682
Net investment income.... 14,329 9,276 $ 203,376 95,661 536 458,433
Realized investment gains
(losses)............... (3,908) 4,938 $ 921 1,951
Other income............. 2,451 (2,187) (181) 1,078 1,355
----------- ------------- ------------ ------------ ---------- ------- -------------
Total revenues....... 159,263 72,758 199,468 104,984 3,059 873,421
----------- ------------- ------------ ------------ ---------- ------- -------------
Benefits and settlement
expenses............... 109,447 24,020 165,963 72,111 1,476 553,100
Amortization of deferred
policy acquisition
costs.................. 3,052 26,809 386 11,446 3 82,700
Other operating
expenses............... 37,657 14,228 4,140 10,494 8,070 119,888
----------- ------------- ------------ ------------ ---------- ------- -------------
Total benefits and
expenses............ 150,156 65,057 170,489 94,051 9,549 755,688
----------- ------------- ------------ ------------ ---------- ------- -------------
Income before income
tax.................... 9,107 7,701 28,979 10,933 (6,490) 117,733
Income tax expense....... 40,037 40,037
----------- ------------- ------------ ------------ ---------- ------- -------------
Net income............... $ 77,696
----------- ------------- ------------ ------------ ---------- ------- -------------
OPERATING SEGMENT ASSETS
- -------------------------
1997
Investments and other
assets................. $208,071 $536,058 $2,887,732 $ 2,313,279 $525,896 $ 9,742,676
Deferred policy
acquisition costs...... 22,459 52,836 1,785 56,074 952 632,605
----------- ------------- ------------ ------------ ---------- ------- -------------
Total assets............. $230,530 $588,894 $2,889,517 $ 2,369,353 $526,848 $10,375,281
----------- ------------- ------------ ------------ ---------- ------- -------------
1996
Investments and other
assets................. $205,696 $312,826 $2,606,873 $ 1,821,250 $490,688 $ 7,675,142
Deferred policy
acquisition costs...... 27,944 32,040 1,164 50,637 12 488,201
----------- ------------- ------------ ------------ ---------- ------- -------------
Total assets............. $233,640 $344,866 $2,608,037 $ 1,871,887 $490,700 $ 8,163,343
----------- ------------- ------------ ------------ ---------- ------- -------------
1995
Investments and other
assets................. $215,248 $228,849 $2,535,946 $ 1,541,255 $414,128 $ 6,768,510
Deferred policy
acquisition costs...... 24,974 36,283 993 37,534 14 410,183
----------- ------------- ------------ ------------ ---------- ------- -------------
Total assets............. $240,222 $265,132 $2,536,939 $ 1,578,789 $414,142 $ 7,178,693
----------- ------------- ------------ ------------ ---------- ------- -------------
</TABLE>
- ----------------------------------
F-41
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE L -- EMPLOYEE BENEFIT PLANS
PLC has a defined benefit pension plan covering substantially all of its
employees. The plan is not separable by affiliates participating in the plan.
However, approximately 81% of the participants in the plan are employees of
Protective. The benefits are based on years of service and the employee's
highest thirty-six consecutive months of compensation. PLC's funding policy is
to contribute amounts to the plan sufficient to meet the minimum finding
requirements of ERISA plus such additional amounts as PLC may determine to be
appropriate from time to time. Contributions are intended to provide not only
for benefits attributed to service to date but also for those expected to be
earned in the future.
The actuarial present value of benefit obligations and the funded status of
the plan taken as a whole at December 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Accumulated benefit obligation, including vested benefits of $18,216 in 1997 and $14,720 in
1996..................................................................................... $ 19,351 $ 15,475
--------- ---------
Projected benefit obligation for service rendered to date.................................. $ 30,612 $ 25,196
Plan assets at fair value (group annuity contract with Protective)......................... 21,763 19,779
--------- ---------
Plan assets less than the projected benefit obligation..................................... (8,849) (5,417)
Unrecognized net loss from past experience different from that assumed..................... 6,997 3,559
Unrecognized prior service cost............................................................ 605 705
Unrecognized net transition asset.......................................................... (51) (67)
--------- ---------
Net pension liability recognized in balance sheet.......................................... $ (1,298) $ (1,220)
--------- ---------
--------- ---------
</TABLE>
Net pension cost includes the following components for the years ended
December 31:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Service cost -- benefits earned during the year................................. $ 2,112 $ 1,908 $ 1,540
Interest cost on projected benefit obligation................................... 2,036 1,793 1,636
Actual return on plan assets.................................................... (1,624) (1,674) (1,358)
Net amortization and deferral................................................... 66 374 114
--------- --------- ---------
Net pension cost................................................................ $ 2,590 $ 2,401 $ 1,932
--------- --------- ---------
--------- --------- ---------
</TABLE>
Protective's share of the net pension cost was $1.8 million, $1.5 million,
and $1.2 million, in 1997, 1996, and 1995, respectively.
Assumptions used to determine the benefit obligations as of December 31 were
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Weighted average discount rate....................................................... 7.25% 7.75% 7.25%
Rates of increase in compensation level.............................................. 5.25% 5.75% 5.25%
Expected long-term rate of return on assets.......................................... 8.50% 8.50% 8.50%
</TABLE>
Assets of the pension plan are included in the general assets of Protective.
Upon retirement, the amount of pension plan assets vested in the retiree is used
to purchase a single premium annuity from
F-42
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
Protective in the retiree's name. Therefore, amounts presented above as plan
assets exclude assets relating to retirees.
PLC also sponsors an unfunded Excess Benefits Plan, which is a nonqualified
plan that provides defined pension benefits in excess of limits imposed by
federal income tax law. At December 31, 1997 and 1996, the projected benefit
obligation of this plan totaled $10.0 million and $7.2 million, respectively.
In addition to pension benefits, PLC provides limited healthcare benefits to
eligible retired employees until age 65. The postretirement benefit is provided
by an unfunded plan. At December 31, 1997 and 1996, the liability for such
benefits totaled $1.3 million and $1.4 million, respectively. The expense
recorded by PLC was $0.1 million in 1997 and 1996 and $0.2 million in 1995.
PLC's obligation is not materially affected by a 1% change in the healthcare
cost trend assumptions used in the calculation of the obligation.
Life insurance benefits for retirees are provided through the purchase of
life insurance policies upon retirement equal to the employees' annual
compensation. This plan is partially funded at a maximum of $50,000 face amount
of insurance.
PLC sponsors a defined contribution plan which covers substantially all
employees. Employee contributions are made on a before-tax basis as provided by
Section 401(k) of the Internal Revenue Code. In 1990, PLC established an
Employee Stock Ownership Plan to match employee contributions to PLC's 401(k)
Plan. In 1994, a stock bonus was added to the 401(k) Plan for employees who are
not otherwise under a bonus plan. Expense related to the ESOP consists of the
cost of the shares allocated to participating employees plus the interest
expense on the ESOP's note payable to Protective less dividends on shares held
by the ESOP. At December 31, 1997, PLC had committed 47,523 shares to be
released to fund employee benefits. The expense recorded by PLC for these
employee benefits was less than $0.1 million, $1.0 million, and $0.7 million, in
1997, 1996, and 1995, respectively.
NOTE M -- STOCK BASED COMPENSATION
Certain Protective employees participate in PLC's Performance Share Plan and
receive stock appreciation rights (SARs) from PLC.
Since 1973 PLC has had a Performance Share Plan to motivate senior
management to focus on PLC's long-range earnings performance. The criterion for
payment of performance share awards is based upon a comparison of PLC's average
return on average equity over a four year award period (earlier upon the death,
disability or retirement of the executive, or in certain circumstances, of a
change in control of PLC) to that of a comparison group of publicly held life
insurance companies, multiline insurers, and insurance holding companies. If
PLC's results are below the median of the comparison group, no portion of the
award is earned. If PLC's results are at or above the 90th percentile, the award
maximum is earned. Under the plan approved by stockholders in 1992, up to
3,200,000 shares may be issued in payment of awards. The number of shares
granted in 1997, 1996, and 1995 were 49,390, 52,290, and 72,610 shares,
respectively, having an approximate market value on the grant date of $2.0
million, $1.8 million, and $1.6 million, respectively. At December 31, 1997,
outstanding awards measured at target and maximum payouts were 261,318 and
353,385 shares, respectively. The expense recorded by PLC for the Performance
Share Plan was $2.7 million, $3.0 million, and $2.9 million in 1997, 1996, and
1995, respectively.
During 1996, stock appreciation rights (SARs) were granted to certain
executives of PLC to provide long-term incentive compensation based on the
performance of PLC's Common Stock. Under
F-43
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE M -- STOCK BASED COMPENSATION (CONTINUED)
this arrangement PLC will pay (in shares of PLC Common Stock) an amount equal to
the difference between the specified base price of PLC's Common Stock and the
market value at the exercise date. The SARs are exercisable after five years
(earlier upon the death, disability or retirement of the executive, or in
certain circumstances, of a change in control of PLC) and expire in 2006 or upon
termination of employment. The number of SARs granted during 1996 and
outstanding at December 31, 1997 was 337,500. The SARs have a base price of
$34.875 per share of PLC Common Stock (the market price on the grant date was
$35.00 per share). The estimated fair value of the SARs on the grant date was
$3.0 million. This estimate was derived using the Roll-Geske variation of the
Black-Sholes option pricing model. Assumptions used in the pricing model are as
follows: expected volatility rate of 15% (approximately equal to that of the S &
P Life Insurance Index), a risk free interest rate of 6.35%, a dividend yield
rate of 1.97%, and an expected exercise date of August 15, 2002. The expense
recorded by PLC for the SARs was $0.6 million in 1997 and $0.2 million in 1996.
NOTE N -- REINSURANCE
Protective assumes risks from and reinsures certain parts of its risks with
other insurers under yearly renewable term, coinsurance, and modified
coinsurance agreements. Yearly renewable term and coinsurance agreements are
accounted for by passing a portion of the risk to the reinsurer. Generally, the
reinsurer receives a proportionate part of the premiums less commissions and is
liable for a corresponding part of all benefit payments. Modified coinsurance is
accounted for similarly to coinsurance except that the liability for future
policy benefits is held by the original company, and settlements are made on a
net basis between the companies. While the amount retained on an individual life
will vary based upon age and mortality prospects of the risk Protective,
generally, will not carry more than $500,000 individual life insurance on a
single risk. In many cases, the retention is less.
Protective has reinsured approximately $34.1 billion, $18.8 billion, and
$17.5 billion in face amount of life insurance risks with other insurers
representing $147.2 million, $113.5 million, and $116.1 million of premium
income for 1997, 1996, and 1995, respectively. Protective has also reinsured
accident and health risks representing $187.7 million, $194.7 million, and
$217.1 million of premium income for 1997, 1996, and 1995, respectively. In 1997
and 1996, policy and claim reserves relating to insurance ceded of $485.8
million and $325.9 million respectively are included in reinsurance receivables.
Should any of the reinsurers be unable to meet its obligation at the time of the
claim, obligation to pay such claim would remain with Protective. At December
31, 1997 and 1996, Protective had paid $25.6 million and $6.7 million,
respectively, of ceded benefits which are recoverable from reinsurers. In
addition, at December 31, 1997, Protective had receivables of $80.3 million
related to insurance assumed.
A substantial portion of Protective's new credit insurance sales are being
reinsured. Included in the preceding paragraph are credit life and credit
accident and health insurance premiums of $96.7 million, $103.0 million, and
$125.8 million for 1997, 1996 and 1995, respectively, and reserves which were
ceded of $238.8 million and $135.8 million during 1997 and 1996, respectively.
F-44
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(ALL DOLLAR AMOUNTS IN TABLES ARE IN THOUSANDS)
NOTE O -- ESTIMATED MARKET VALUES OF FINANCIAL INSTRUMENTS
The carrying amount and estimated market values of Protective's financial
instruments at December 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
---------------------- ----------------------
ESTIMATED ESTIMATED
CARRYING MARKET CARRYING MARKET
AMOUNT VALUES AMOUNT VALUES
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Assets (see Notes A and C):
Investments:
Fixed maturities......................... $6,348,252 $6,348,252 $4,662,997 $4,662,997
Equity securities........................ 15,006 15,006 35,250 35,250
Mortgage loans on real estate............ 1,313,478 1,405,474 1,503,781 1,581,694
Short-term investments................... 54,337 54,337 101,215 101,215
Cash....................................... 39,197 39,197 114,384 114,384
Liabilities (see Notes A and E):
Guaranteed investment contract
deposits............................... 2,684,676 2,687,331 2,474,728 2,462,036
Annuity deposits......................... 1,511,553 1,494,600 1,331,067 1,322,304
Other (see Note A):
Futures contracts........................ (1,708)
Interest rate swaps...................... (145) (679)
Options.................................. 234
</TABLE>
F-45
<PAGE>
SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
PROTECTIVE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(IN THOUSANDS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F COL. G COL. H
- ------------------------------------------------------------------------------------------------------------------------------
GIC AND
ANNUITY
DEFERRED FUTURE DEPOSITS AND PREMIUMS REALIZED BENEFITS
POLICY POLICY OTHER AND NET INVESTMENT AND
ACQUISITION BENEFITS UNEARNED POLICYHOLDERS' POLICY INVESTMENT GAINS SETTLEMENT
SEGMENT COSTS AND COSTS PREMIUMS FUNDS FEES INCOME (1) (LOSSES) EXPENSES
- ------------------------- ----------- ---------- -------- -------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year Ended December 31,
1997:
Life Insurance
Acquisitions........... $138,052 $1,025,340 $ 1,437 $ 311,150 $102,635 $110,155 $ 0 $116,506
Individual Life........ 252,321 920,924 356 16,334 127,480 54,593 0 114,678
West Coast............. 108,126 739,463 0 95,495 14,122 30,194 0 28,304
Specialty Insurance
Products
Dental and Consumer
Benefits............. 22,459 120,925 2,536 80,654 151,110 23,810 0 110,148
Financial
Institutions......... 52,836 159,422 391,085 6,791 72,263 16,341 0 27,643
Retirement Savings and
Investment Products
Guaranteed Investment
Contracts............ 1,785 180,690 0 2,684,676 0 211,915 (3,180) 179,235
Investment Products.... 56,074 177,150 0 1,184,268 12,367 105,196 589 82,019
Corporate and Other...... 952 380 1,282 185 229 5,284 0 339
Unallocated Realized
Investment Gains
(Losses)............... 0 0 0 0 0 0 4,415 0
----------- ---------- -------- -------------- -------- ---------- ---------- ----------
TOTAL................ $632,605 $3,324,294 $396,696 $4,379,553 $480,206 $557,488 $ 1,824 $658,872
----------- ---------- -------- -------------- -------- ---------- ---------- ----------
----------- ---------- -------- -------------- -------- ---------- ---------- ----------
Year Ended December 31,
1996:
Life Insurance
Acquisitions........... $156,172 $1,117,159 $ 1,087 $ 251,450 $106,543 $106,015 $ 0 $118,181
Individual Life........ 220,232 793,370 685 15,577 116,710 48,442 3,098 96,404
Specialty Insurance
Products
Dental and Consumer
Benefits............. 27,944 119,010 2,572 83,632 156,530 16,249 0 125,797
Financial
Institutions......... 32,040 119,242 253,154 1,880 73,422 13,898 0 42,781
Retirement Savings and
Investment Products
Guaranteed Investment
Contracts............ 1,164 149,755 0 2,474,728 0 214,369 (7,963) 169,927
Investment Products.... 50,637 149,743 0 1,120,557 8,189 98,719 3,858 73,093
Corporate and Other...... 12 170 55 192 656 1,089 0 710
Unallocated Realized
Investment Gains
(Losses)............... 0 0 0 0 0 0 6,517 0
----------- ---------- -------- -------------- -------- ---------- ---------- ----------
TOTAL................ $488,201 $2,448,449 $257,553 $3,948,016 $462,050 $498,781 $ 5,510 $626,893
----------- ---------- -------- -------------- -------- ---------- ---------- ----------
----------- ---------- -------- -------------- -------- ---------- ---------- ----------
Year Ended December 31,
1995:
Life Insurance
Acquisitions........... $123,889 $ 851,994 $ 590 $ 250,550 $98,501 $ 95,018 $ 0 $100,016
Individual Life........ 186,496 672,569 336 14,709 99,018 40,237 0 80,067
Specialty Insurance
Products
Dental and Consumer
Benefits............. 24,974 123,279 2,806 85,925 142,483 14,329 0 109,447
Financial
Institutions......... 36,283 84,162 189,973 1,495 65,669 9,276 0 24,020
Retirement Savings and
Investment Products
Guaranteed Investment
Contracts............ 993 68,704 0 2,451,693 0 203,376 (3,908) 165,963
Investment Products.... 37,534 127,104 0 1,061,507 4,566 95,661 4,938 72,111
Corporate and Other...... 14 342 62 263 1,445 536 0 1,476
Unallocated Realized
Investment Gains
(Losses)............... 0 0 0 0 0 0 921 0
----------- ---------- -------- -------------- -------- ---------- ---------- ----------
TOTAL................ $410,183 $1,928,154 $193,767 $3,866,142 $411,682 $458,433 $ 1,951 $553,100
----------- ---------- -------- -------------- -------- ---------- ---------- ----------
----------- ---------- -------- -------------- -------- ---------- ---------- ----------
<CAPTION>
- -------------------------
COL. A COL. I COL. J
- -------------------------
AMORTIZATION
OF DEFERRED
POLICY OTHER
ACQUISITION OPERATING
SEGMENT COSTS EXPENSES (1)
- ------------------------- ------------ ------------
<S> <C> <C>
Year Ended December 31,
1997:
Life Insurance
Acquisitions........... $16,606 $ 23,016
Individual Life........ 27,354 18,178
West Coast............. 961 6,849
Specialty Insurance
Products
Dental and Consumer
Benefits............. 15,711 38,572
Financial
Institutions......... 30,812 20,165
Retirement Savings and
Investment Products
Guaranteed Investment
Contracts............ 618 3,945
Investment Products.... 15,110 12,312
Corporate and Other...... 3 6,833
Unallocated Realized
Investment Gains
(Losses)............... 0 0
------------ ------------
TOTAL................ $107,175 $129,870
------------ ------------
------------ ------------
Year Ended December 31,
1996:
Life Insurance
Acquisitions........... $17,162 $ 24,292
Individual Life........ 28,393 28,611
Specialty Insurance
Products
Dental and Consumer
Benefits............. 5,326 43,027
Financial
Institutions......... 24,900 10,673
Retirement Savings and
Investment Products
Guaranteed Investment
Contracts............ 509 3,840
Investment Products.... 14,710 13,197
Corporate and Other...... 1 4,508
Unallocated Realized
Investment Gains
(Losses)............... 0 0
------------ ------------
TOTAL................ $91,001 $128,148
------------ ------------
------------ ------------
Year Ended December 31,
1995:
Life Insurance
Acquisitions........... $20,601 $ 22,551
Individual Life........ 20,403 22,748
Specialty Insurance
Products
Dental and Consumer
Benefits............. 3,052 37,657
Financial
Institutions......... 26,809 14,229
Retirement Savings and
Investment Products
Guaranteed Investment
Contracts............ 386 4,140
Investment Products.... 11,446 10,494
Corporate and Other...... 3 8,069
Unallocated Realized
Investment Gains
(Losses)............... 0 0
------------ ------------
TOTAL................ $82,700 $119,888
------------ ------------
------------ ------------
</TABLE>
- ------------------------
(1) Allocations of Net Investment Income and Other Operating Expenses are based
on a number of assumptions and estimates and results would change if
different methods were applied.
S-1
<PAGE>
SCHEDULE IV -- REINSURANCE
PROTECTIVE LIFE INSURANCE COMPANY AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1997:
Life insurance in force............... $78,240,282 $34,139,554 $11,013,202 $55,113,930 20.0%
----------- ----------- ----------- ----------- -----
----------- ----------- ----------- ----------- -----
Premiums and policy fees:
Life insurance........................ $ 387,108 $ 147,184 $ 74,738 $ 314,662 23.8%
Accident and health insurance......... 336,575 187,715 10,656 159,546 6.7%
Property and liability insurance...... 6,139 176 35 5,998 0.6%
----------- ----------- ----------- -----------
TOTAL................................. $ 729,822 $ 335,075 $ 85,459 $ 480,206
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year Ended December 31, 1996:
Life insurance in force............... $53,052,020 $18,840,221 $16,275,386 $50,487,185 32.2%
----------- ----------- ----------- ----------- -----
----------- ----------- ----------- ----------- -----
Premiums and policy fees:
Life insurance........................ $ 272,331 $ 113,487 $ 129,717 $ 288,561 45.0%
Accident and health insurance......... 338,709 194,687 29,467 173,489 17.0%
----------- ----------- ----------- -----------
TOTAL................................. $ 611,040 $ 308,174 $ 159,184 $ 462,050
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year Ended December 31, 1995:
Life insurance in force............... $50,346,719 $17,524,366 $11,537,144 $44,359,497 26.0%
----------- ----------- ----------- ----------- -----
----------- ----------- ----------- ----------- -----
Premiums and policy fees:
Life insurance........................ $ 308,422 $ 116,091 $ 66,565 $ 258,896 25.7%
Accident and health insurance......... 356,285 217,082 13,583 152,786 8.9%
----------- ----------- ----------- -----------
TOTAL................................. $ 664,707 $ 333,173 $ 80,148 $ 411,682
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
S-2
<PAGE>
APPENDIX A
EXAMPLES OF DEATH BENEFIT COMPUTATIONS UNDER OPTIONS 1 AND 2
OPTION 1 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.
Under Option 1, a Policy with a $50,000 Face Amount will generally pay $50,000
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
$20,000, the Death Benefit will exceed the $50,000 Face Amount. Each additional
dollar added to Policy Value above $20,000 will increase the Death Benefit by
$2.50. A Policy with a $50,000 Face Amount and a Policy Value of $30,000 will
provide Death Benefit of $75,000 ($30,000 x 250%); a Policy Value of $40,000
will provide a Death Benefit of $100,000 ($40,000 x 250%); a Policy Value of
$50,000 will provide a Death Benefit of $125,000 ($50,000 x 250%).
Similarly, so long as Policy Value exceeds $20,000, each dollar taken out of
Policy Value will reduce the Death Benefit by $2.50. If, for example, the Policy
Value is reduced from $25,000 to $20,000 because of partial surrenders, charges,
or negative investment performance, the Death Benefit will be reduced from
$62,500 to $50,000. 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 $50,000 Face Amount unless the
Policy Value exceeded approximately $27,028 (rather than $20,000), 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 2 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.
Under Option 2, a Policy with a Face Amount of $50,000 will generally provide a
Death Benefit of $50,000 plus Policy Value. Thus, for example, a Policy with a
Policy Value of $5,000 will have a Death Benefit of $55,000 ($50,000 + $5,000);
a Policy Value of $10,000 will provide a Death Benefit of $60,000 ($50,000 +
$10,000). The Death Benefit, however, must be at least 250% of the Policy Value.
As a result, if the Policy Value exceeds $33,333, the Death Benefit will be
greater than the Face Amount plus Policy Value. Each additional dollar of Policy
Value above $33,333 will increase the Death Benefit by $2.50. A Policy with a
Face Amount of $50,000 and a Policy Value of $40,000 will provide a Death
Benefit of $100,000 ($40,000 x 250%); a Policy Value of $60,000 will provide a
Death Benefit of $150,000 ($60,000 X 250%).
Similarly, any time Policy Value exceeds $33,333, each dollar taken out of
Policy Value will reduce the Death Benefit by $2.50. If, for example, the Policy
Value is reduced from $40,000 to $35,000 because of partial surrenders, charges,
or negative investment performance, the Death Benefit will be reduced from
$100,000 to $87,500. 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 $50,000
unless the Policy Value exceeded $58,824 (rather than $33,333), and each dollar
then added to or taken from the Policy Value would change the Death Benefit by
$1.85 (rather than $2.50).
A-1
<PAGE>
TABLE OF FACE AMOUNT PERCENTAGES
<TABLE>
<CAPTION>
ATTAINED ATTAINED
AGE PERCENTAGE ATTAINED AGE PERCENTAGE ATTAINED AGE PERCENTAGE AGE PERCENTAGE
<S> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
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%
</TABLE>
A-2
<PAGE>
PART II -- OTHER INFORMATION
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
RULE 484 UNDERTAKING
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, 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
II-1
<PAGE>
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.
REPRESENTATIONS PURSUANT TO RULE Section 26(e) of the Investment Company Act of
1940
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.
II-2
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement consists of the following papers and documents:
The facing sheet.
A reconciliation and tie of the information shown in the prospectus with the
items of Form N-8B-2.
The prospectus consisting of 56 pages.
The undertaking to file reports.
The Rule 484 undertaking.
Representations pursuant to Section 26(e) of the Investment Company Act of
1940.
The signatures.
Written consents of the following persons:
Nancy Kane, Esq.
Milliman & Robertson, Inc.
Sutherland, Asbill & Brennan, L.L.P.
Coopers & Lybrand L.L.P.
The following exhibits:
<TABLE>
<S> <C> <C>
1.A. (1) Certified resolutions of the board of directors of Protective Life Insurance Company establishing
Protective Variable Life Separate Account.*
(2) None.
(3)(a) Form of Underwriting Agreement among Protective Life Insurance Company, Investment Distributors,
Inc. and Protective Variable Life Separate Account.**
(b) Form of Distribution Agreement between Investment Distributors, Inc. and selling broker-dealers.**
(4) None.
(5)(a) Form of Contract.***
(b) Children's term life rider.*
(c) Accidental death benefit rider.*
(d) Disability benefit rider.*
(e) Guaranteed insurability rider.*
(f) Protected insurability benefit rider.*
(g) Term Rider for Covered Insured.
(6)(a) Charter of Protective Life Insurance Company.*
(b) By-Laws of Protective Life Insurance Company.*
(7) None
(8) None
(9)(a) Participation/Distribution Agreement.**
(9)(b) Participation Agreement (Oppenheimer Variable Account Funds).****
(9)(c) Participation Agreement (MFS Variable Insurance Trust).****
(9)(d) Participation Agreement (Acacia Capital Corporation).****
(10) Contract Application.***
</TABLE>
- ------------------------
*Incorporated herein by reference to the initial filing of the Form S-6
Registration Statement, (File No. 33-61599) as filed with the Commission on
August 4, 1995.
**Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Form S-6 Registration Statement, (File No. 33-61599) as filed with the
Commission on December 22, 1995.
***Incorporated herein by reference to Post-Effective Amendment No. 1 to the
Form S-6 Registration Statement, (File No. 33-61599) as filed with the
Commission on April 10, 1996.
****Incorporated herein by reference to Post-Effective Amendment No. 5 to the
Form N-4 Registration Statement (File No. 33-70984) as filed with the
Commission on April 30, 1997.
II-3
<PAGE>
<TABLE>
<S> <C> <C>
2. Opinion and consent of Nancy Kane, Esq.
3. Not applicable.
4. Not applicable.
5. See Exhibit 27.
6. Notice of Withdrawal Right. (Not Applicable)
7. Opinion and consent of Milliman & Robertson.
8. Consent of Sutherland, Asbill & Brennan, L.L.P.
9(a). Consent of Coopers & Lybrand L.L.P.
10. Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) describing issue, transfer and redemption
procedures.
11. Powers of Attorney.
27. Financial Data Schedules.
</TABLE>
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Protective Variable Life
Separate Account, certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Birmingham, State of Alabama on April
29, 1998.
PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
(Registrant)
By: /s/ JOHN D. JOHNS
------------------------------------------
John D. Johns, President
PROTECTIVE LIFE INSURANCE COMPANY
PROTECTIVE LIFE INSURANCE COMPANY
(Depositor)
By: /s/ JOHN D. JOHNS
------------------------------------------
John D. Johns, President
PROTECTIVE LIFE INSURANCE COMPANY
As required by the Securities Act of 1933, this Post-Effective Amendment No.
3 to the Form S-6 registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------- ---------------
<C> <S> <C>
Chairman of the
Board and
/s/ DRAYTON NABERS, JR. Director
------------------------------------------- (Principal April 29, 1998
Drayton Nabers, Jr. Executive
Officer)
President and
/s/ JOHN D. JOHNS Director
------------------------------------------- (Principal April 29, 1998
John D. Johns Financial
Officer)
Vice President,
Controller and
Chief
/s/ JERRY W. DEFOOR Accounting
------------------------------------------- Officer April 29, 1998
Jerry W. DeFoor (Principal
Accounting
Officer)
*
------------------------------------------- Director April 29, 1998
R. Stephen Briggs
/s/ JIM E. MASSENGALE
------------------------------------------- Director April 29, 1998
Jim E. Massengale
/s/ A.S. WILLIAMS
------------------------------------------- Director April 29, 1998
A.S. Williams III
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- --------------- ---------------
<C> <S> <C>
/s/ DANNY L. BENTLEY
------------------------------------------- Director April 29, 1998
Danny L. Bentley
/s/ RICHARD J. BIELEN
------------------------------------------- Director April 29, 1998
Richard J. Bielen
*
------------------------------------------- Director April 29, 1998
Carolyn King
*
------------------------------------------- Director April 29, 1998
Deborah J. Long
*
------------------------------------------- Director April 29, 1998
Steven A. Schultz
/s/ WAYNE E. STUENKEL
------------------------------------------- Director April 29, 1998
Wayne E. Stuenkel
*By: /s/ NANCY KANE
--------------------------------------
Nancy Kane
Attorney-in-Fact April 29, 1998
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
1.A. (1) Certified resolutions of the board of directors of Protective Life Insurance Company establishing
Protective Variable Life Separate Account.*
(2) None.
(3)(a) Form of Underwriting Agreement among Protective Life Insurance Company, Investment Distributors,
Inc. and Protective Variable Life Separate Account.**
(b) Form of Distribution Agreement between Investment Distributors, Inc. and selling broker-dealers.**
(4) None.
(5)(a) Form of Contract.***
(b) Children's term life rider.*
(c) Accidental death benefit rider.*
(d) Disability benefit rider.*
(e) Guaranteed insurability rider.*
(f) Protective insurability benefit rider.*
(g) Term Rider for Covered Insured
(6)(a) Charter of Protective Life Insurance Company.*
(b) By-Laws of Protective Life Insurance Company. *
(7) None.
(8) None.
(9)(a) Participation/Distribution Agreement.**
(9)(b) Participation Agreement (Oppenheimer Variable Account Funds).****
(9)(c) Participation Agreement (MFS Variable Insurance Trust).****
(9)(d) Participation Agreement (Acacia Capital Corporation).****
(10) Contract Application.***
2. Opinion and consent of Nancy Kane, Esq.
3. Not applicable.
4. Not applicable.
5. See Exhibit 27.
6. Notice of Withdrawal Right. (Not Applicable)
7. Opinion and consent of Milliman & Robertson, Inc.
8. Consent of Sutherland, Asbill & Brennan, L.L.P.
9(a). Consent of Coopers & Lybrand L.L.P.
10. Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) describing issue, transfer and redemption
procedures.
11. Powers of Attorney.
27. Financial Data Schedules.
</TABLE>
- ------------------------
*Incorporated herein by reference to the initial filing of the Form S-6
Registration Statement, (File No. 33-61599) as filed with the Commission on
August 4, 1995.
**Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Form S-6 Registration Statement, (File No. 33-61599) as filed with the
Commission on December 22, 1995.
***Incorporated herein by reference to Post-Effective Amendment No. 1 to the
Form S-6 Registration Statement, (File No. 33-61599) as filed with the
Commission on April 10, 1996.
****Incorporated herein by reference to Post-Effective Amendment No. 5 to the
Form N-4 Registration Statement (File No. 33-70984) as filed with the
Commission on April 30, 1997.
<PAGE>
EXHIBIT 1.A(5)(G)
<PAGE>
EXHIBIT 1.A(5)(G)
PROTECTIVE LIFE INSURANCE COMPANY
P.O. BOX 2606
BIRMINGHAM, ALABAMA 35202
TERM RIDER FOR COVERED INSURED
We have issued this rider as 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. The Cost of Insurance for this rider is payable at the same time
and in the same manner as the cost of insurance for the policy. All the terms of
the policy apply to this rider except for those that disagree with this rider.
COVERED INSURED. Covered Insured means each person so named in an
application or supplemental application, if approved by us.
COST OF INSURANCE. The monthly Cost of Insurance under this rider for each
Covered Insured is calculated as (a), multiplied by (b), where:
(a) is the monthly Cost of Insurance rate for the Covered Insured. This rate
is based on the attained age, and rate class of the Covered Insured, and the
effective date of coverage. The rates will be determined by us but cannot
exceed those in the Table of Guaranteed Maximum Insurance Rates shown in the
Policy Schedule.
(b) is the Benefit Amount for this rider shown in the Policy Schedule.
DEATH BENEFIT. The Death Benefit shall be the Benefit Amount for this rider
that is shown on the Policy Schedule or any supplemental Policy Schedule. We
agree to pay the Death Benefit upon receipt of due proof of the death of any
Covered Insured. Death must occur while this rider is in force with respect to
the Covered Insured. Payment is subject to the provisions of the policy and this
rider.
BENEFICIARY. The Beneficiary will be designated in the application unless
changed as provided in the policy.
CHANGES IN COVERAGE. At any time after the first policy year you can
request an increase or decrease in the Benefit Amount for this rider. Your
request must be received in writing at our Home Office and is subject to the
following conditions:
1. You must submit a supplemental application for an increase in Benefit
Amount. We require proof of insurability satisfactory to us. The amount of
any increase must be at least $5,000. Any increase approved by us will be
effective on the effective date shown in the supplemental Policy Schedule
and will be subject to deduction of the first month's Cost of Insurance from
the cash value of the policy.
2. Any decrease will go into effect on the monthly anniversary date that falls
on or next follows receipt of the request. The decrease will first be
applied against increases in the Benefit Amount in the reverse order in
which they occurred. It will then be applied against the Benefit Amount
provided under the original application. We reserve the right to prohibit
any decrease during the first three policy years, for three years following
an increase, and for one year following the last decrease. Further more, the
Benefit Amount remaining in effect after any decrease cannot be less than
$5,000.
You must submit a supplemental application in order to obtain coverage on
any person who was not approved by us as a Covered Insured in the original
application. We require evidence of insurability satisfactory to us. The Benefit
Amount on any Covered Insured cannot be less than $5,000.
CONVERSION. Upon termination of this rider, insurance on each Covered
Insured under this rider may be converted. In addition, while this rider is in
force, insurance on any covered Insured may be converted when coverage on such
person terminates. Conversion may be to any plan of whole life or endowment
insurance offered by us to similar insureds at the date of conversion. Such plan
must have a level death benefit with level premiums. The amount of insurance
converted may be for any amount
<PAGE>
up to but not more than such Covered Insured's Benefit Amount. All plans of
insurance available on conversion are subject to plan requirements. There will
always be at least one such plan available. Evidence of insurability shall not
be required upon conversion.
When insurance on a Covered Insured terminates, this right to convert shall
be available for the next 31 days.
EFFECTIVE DATE OF COVERAGE. The effective date of the coverage under this
rider shall be as follows:
1. The Date of Issue shall be the effective date for all coverage provided in
the original application.
2. For any insurance applied for by supplemental application, the effective
date shall be the date we approve the supplemental application.
3. For any insurance that has been reinstated, the effective date shall be the
date we approve the reinstatement.
MISSTATEMENT OF AGE OR SEX. Questions in the application concern the
Covered Insured's date of birth and sex. If the answers to these questions are
not correct, the Death Benefit will be adjusted in accordance with the
Misstatement of Age or Sex section of the policy.
SUICIDE. If any Covered Insured commits suicide while sane or insane within
two years from the effective date of coverage, the total liability shall be the
Cost of Insurance for such person.
If any Covered Insured commits suicide while sane or insane within two years
from the effective date of any increase in Benefit Amount, the total liability
with respect to such increase shall be its cost.
CONTESTABILITY. The contestability limitation contained in the policy
applies to claims under this rider. The period of contestability will be
measured from the effective date of coverage.
TERMINATION. The owner may terminate this rider or may terminate coverage
on any Covered Insured at any time by written request to us. Termination shall
occur on the monthly anniversary day that falls on or next follows the date the
request is received by us. The rider shall automatically terminate when the
policy is terminated.
Insurance on any Covered Insured shall terminate when such person attains
age 95.
VALUES. This rider has no cash or loan values.
RESERVES. The reserve basis for this rider is the same as the reserve basis
for the policy to which it is attached.
Signed for the Company as of the effective date of coverage.
PROTECTIVE LIFE INSURANCE COMPANY
/s/ Deborah J. Long
Secretary
<PAGE>
EXHIBIT 2
<PAGE>
Nancy Kane
Senior Associate Counsel
April 29, 1998
Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223
Gentlemen:
With respect to the registration statement on Form S-6 to be filed by
Protective Life Insurance Company (the "Company") and Protective Variable Life
Separate Account (the "Account") with the Securities and Exchange Commission for
the purpose of registering under the Securities Act of 1933, as amended,
flexible premium fixed and variable life insurance policies (the "Policies"), 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 duly authorized by the Department of Commerce and Insurance of the
State of Tennessee to issue the Policies.
2. The Account is a duly authorized and existing separate account
established pursuant to the provisions of Section 56-3-501 of the
Tennessee Code.
3. To the extent so provided under the Policies, that portion of the assets
of the Account equal to the reserves and other contract liabilities with
respect to the Account will not be chargeable with liabilities arising
out of any other business that the Company may conduct.
4. The Policies, when issued as contemplated by the Form S-6 registration
statement, will constitute legal, validly issued and binding obligations
of the Company.
I hereby consent to the filing of this opinion as an exhibit to the Form S-6
registration statement for the Policies and the Account.
Sincerely,
/s/ Nancy Kane
--------------------------------------
Nancy Kane, Esq.
<PAGE>
EXHIBIT 7
<PAGE>
[MILLIMAN & ROBERTSON, INC. LETTERHEAD]
STATEMENT OF OPINION REGARDING ASPECTS OF
PROTECTIVE LIFE INSURANCE COMPANY FILING OF AN INDIVIDUAL
FLEXIBLE PREMIUM VARIABLE AND FIXED LIFE INSURANCE POLICY
(FILE NUMBERS 33-61599 AND 811-7337)
In my capacity as Consulting Actuary for Protective Life Insurance Company, I
have provided actuarial advice concerning (a) the Registration Statement
describing the offer and sale of the above captioned flexible premium variable
life insurance policies ("Policies") and (b) policy forms for the Policies.
It is my professional opinion that:
(1) The illustrations of policy values, surrender values, death benefits and
accumulated premiums in the prospectus contained in the Registration
Statement are based on the assumptions stated in the illustrations, and
are consistent with the provisions of the Policies. The rate structure of
the policies have not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations, appear to
be more favorable to prospective non-smoker purchasers of Policies at age
45 than to prospective purchasers of Policies, for males or females,
smokers or non-smokers, at other issue ages.
(2) The information contained in the examples set forth in Appendix A of the
prospectus covering death benefit calculations is based on the
assumptions stated in the examples, and is consistent with the provisions
of the Policies.
I hereby consent to the filing of this opinion as an exhibit to Post-Effective
Amendment No. 3 to the Registration Statement and to the use of my name under
the heading "Experts" in the prospectus.
/s/ TIMOTHY C. PFEIFER
--------------------------------------
Timothy C. Pfeifer, F.S.A., M.A.A.A.
Consulting Actuary
Milliman & Robertson, Inc.
April 29, 1998
<PAGE>
EXHIBIT 8
<PAGE>
[SUTHERLAND, ASBILL & BRENNAN LETTERHEAD]
April 28, 1998
Board of Directors
Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223
Directors:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the prospectus filed as part of Post-Effective Amendment Number 3 to
the Registration Statement on Form S-6 filed by Protective Life Insurance
Company and Protective Variable Life Account with the Securities and Exchange
Commission. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act of
1933.
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
By: /s/ STEPHEN E. ROTH
--------------------------------------
Stephen E. Roth
<PAGE>
EXHIBIT 9(a)
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion, in this registration statement on Form S-6 (File
No. 33-61599) of our report dated February 11, 1998, on our audits of the
consolidated financial statements and financial statement schedules of
Protective Life Insurance Company and Subsidiaries. We also consent to the
inclusion of our report dated March 5, 1998 on our audit of the financial
statements of the Protective Variable Life Separate Account. We also consent to
the reference to our Firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
April 29, 1998
<PAGE>
EXHIBIT 10
<PAGE>
PROTECTIVE LIFE INSURANCE COMPANY
DESCRIPTION OF ISSUANCE, TRANSFER, AND REDEMPTION PROCEDURES FOR FLEXIBLE
PREMIUM VARIABLE AND FIXED LIFE INSURANCE POLICIES
PURSUANT TO RULE *6e-3(T)(b)(12)(III)
This document sets forth the administrative procedures that will be followed by
Protective Life Insurance Company ("Protective Life" or the "Company")
concerning the issuance of an individual Flexible Premium Variable and Fixed
Life Insurance Policy (the "Policy"), the transfer of assets held thereunder,
and the redemption by Owners of their interests in such Policy.
I. PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF POLICIES
A. APPLICATION AND UNDERWRITING
Upon receipt of a completed application, the Company will follow
underwriting (e.g., evaluation of risks) procedures designed to determine
whether the applicant is insurable. The underwriting policies of the Company are
established by management. The Company uses information from the application
and, in some cases, inspection reports, attending physician statements, or
medical examinations to determine whether a Policy should be issued as applied
for, rated, or rejected. Medical examinations of applicants are required for
Policies in excess of certain prescribed amounts and for most insurance applied
for by applicants over age 50. Medical examinations are requested of any
applicant, regardless of age and amount of requested coverage, if an examination
is deemed necessary to underwrite the risk. Substandard risks may be referred to
reinsurers for full or partial reinsurance of the substandard risk.
The Company requires blood samples to be drawn with applications for
coverage over $100,000 (ages 16-50) or $150,000 (age 51 and over). Blood samples
are tested for a wide range of chemical values and are screened for antibodies
to the HIV virus. Applications also contain questions permitted by law regarding
the HIV virus which must be answered by the proposed insureds. The Company will
not issue a Policy until the underwriting procedures have been completed.
Insurance coverage under a Policy will begin as of the Policy Effective
Date. If, an initial minimum premium is received with an application, the Policy
Effective Date will be the later of the date that the application is signed or
any required medical examination is completed. Temporary life insurance coverage
(including various forms of conditional receipt) also may be provided under the
terms of a temporary insurance agreement. In accordance with the terms of such
agreements, the total amount of insurance coverage with the Company which may
become effective prior to the delivery of the policy to the Owner may not exceed
$250,000 (including the amount of any life insurance and accidental death
benefits then in force or applied for with the Company) and may not be in effect
for more than 90 days.
In order to obtain a more favorable Issue Age, the Company may permit Owners
to "backdate" a Policy by electing a Policy Effective Date which is up to six
months prior to the date of the original application. Charges will be deducted
as of the new Policy Effective Date for the backdated period for Monthly
Deductions.
B. INITIAL PREMIUM PROCESSING AND PREMIUM PAYMENTS
Premiums for the Policies will not be the same for all Owners. The Company
requires that the initial premium payment for a Policy be at least equal to the
minimum required for the mode of premium selected. For example, the initial
premium payment can never be less than $150 quarterly. Owners who request to pay
premiums on a preauthorized checking withdrawal basis may be required to pay an
amount equal to two months premiums upon issuance of their Policy. Premiums paid
on a preauthorized checking withdrawal basis can never be less than $50 per
month.
For Policies issued in states where, upon cancellation during the
Cancellation Period, the Company returns at least the Owner's premium payments,
the Company reserves the right to allocate the initial Net Premium Payment (and
any subsequent Net Premium Payments made during the Cancellation Period) to the
Protective Money Market Sub-Account or the Fixed Account until the expiration of
the number of days in the Cancellation Period plus six days starting from the
date the Policy is mailed from the Home Office. Upon expiration of this period,
the Policy Value in the Protective Money
<PAGE>
Market Sub-Account or the Fixed Account and all Net Premium Payments will be
allocated according to the Owner's allocation instructions then in effect. In
all other states, the Company will allocate the initial Net Premium Payment (and
any subsequent Net Premium Payments made during the Cancellation Period) in
accordance with the Owner's instructions.
Following the initial premium, the Owner may pay planned premiums in any
amount on a quarterly, semi-annual, and annual basis. For the first Policy Year,
the amount of the planned premiums can be no less than the minimum initial
premium payment calculated on an annual basis. The minimum initial premium
payment required depends on a number of factors, including the age, sex and rate
class of the proposed insured, the initial face amount, any supplemental
benefits and/or riders and the Plan, Periodic Premiums Selected. If the Owner
fails to pay the planned premiums, this will not cause the Policy to lapse.
An Owner may make unscheduled premium payments, at any time, in any amount,
subject to the limitations described below. A Policy will remain in force while
the cash surrender value is sufficient to pay the monthly deduction unless the
Policy is otherwise protected by the No Lapse Guarantee provision. The amount of
premium, if any, which must be paid to keep the Policy in force depends upon the
cash surrender value of the Policy, which in turn depends on such factors as the
investment experience and the amount of monthly deductions which includes cost
of insurance. While not every insured is subject to the same cost of insurance
rate, there will be a single "rate" for every Insured in a given actuarial
category.
In no event may the total of all premiums paid in any Policy year exceed the
current maximum premium limitations for that year established by Federal tax
laws or by the Company. If the Owner pays a premium that would result in total
premiums exceeding the current maximum premium limitations, the Company will
only accept that portion of the premium that will make total premiums equal the
maximum. Any premium in excess of that amount will be returned or applied as
otherwise agreed and no further premiums will be accepted until allowed by the
current maximum premium limitations prescribed by Federal tax law.
The cost of insurance rate for a Policy is based on and varies with the
Issue Age, duration, sex and rate class of the Insured and on the number of
years that a Policy has been in force. Protective Life currently places Insureds
in the following rate classes, based on underwriting: Standard Smoker (ages
15-75) or Standard Nonsmoker (ages 0-75), or Preferred Nonsmoker (ages 18-75),
and substandard rate classes, which involve a higher mortality risk than the
Standard Smoker or Standard Nonsmoker classes.
Protective Life will determine a cost of insurance rate for increments of
Face Amount above the Initial Face Amount based on the Issue Age, duration, 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.
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 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, the rate class for the increase also will be applied to the
Initial Face Amount. If the rate class for the increase has a higher cost of
insurance rate than the original rate class, the rate class for the increase
will apply only to the increase in Face Amount, and the original rate class will
continue to apply to the Initial Face Amount.
Protective Life does not conduct underwriting for an increase in Face Amount
if the increase is requested as part of a conversion from a term contract or on
exercise of a guaranteed option to increase the Face Amount without
underwriting.
2
<PAGE>
If any premium payment would cause an increase in the Policy's death benefit
exceeding the premium received, the Company may require additional evidence of
insurability before accepting any premium payment.
C. LAPSE AND REINSTATEMENT PROCEDURES
The Company offers a "No Lapse Guarantee" to all Owners of Policies for a
specified period of time from the policy effective date. The specified period
for this "Guarantee" is established based on the age of the insured as of the
Policy Effective Date. This guarantee offers continued life insurance coverage
for the requested initial face amount provided the Owner of the Policy continues
to pay minimum monthly premiums equivalent to one twelfth of the minimum first
year annual premium, and after that, pays premiums (after deductions for any
loans or withdrawals) equivalent to a minimum monthly guarantee premium
throughout the Guarantee period. The minimum monthly guarantee premium in the
second year and later is equal to the minimum renewal annual premium divided by
12 and multiplied by the number of months left in the Guarantee period.
The Policy's No Lapse Guarantee Provision will be threatened if the Company
does not receive an amount equal to the minimum monthly guarantee premium
specified in the Policy or if loans or withdrawals cause the premiums received
to fall below that amount.
Before the maturity date, the Policy may be reinstated within five years
after lapse and while the Insured is still living unless the Policy has been
surrendered. A Policy will be reinstated upon receipt by the Company of: (1) a
written application for reinstatement; (2) evidence of insurability satisfactory
to the Company; (3) payment of net premiums equal to (a) all monthly deductions
due upon lapse and (b) which are at least sufficient to keep the Reinstated
Policy in force for three months; and (4) the Owner repays or reinstates any
outstanding policy debt as of the date of lapse.
The amount of cash value in the Policy on the date the Policy is approved
for reinstatement will be equal to the amount of any Policy Debt reinstated or
repaid at the time of reinstatement plus the Net Premiums paid at reinstatement.
The effective date of reinstatement will be the date the Company approves the
application for reinstatement. A full monthly deduction will be charged for the
month of reinstatement.
II. REDEMPTION PROCEDURES: SURRENDER AND RELATED TRANSACTIONS
The principal policy provisions and administrative procedures regarding
"redemption" transactions are summarized below. Due to the insurance nature of
the Policies, the procedures that will be followed may be different from the
redemption procedures for mutual funds and contractual plans.
A. SURRENDERS AND PARTIAL WITHDRAWALS
An Owner of a Policy may submit a written request to the Company to
surrender the Policy at any time prior to the maturity date while the insured is
living and while the Policy is in effect. The amount available for surrender is
the surrender value as of the valuation day on or next following the date the
written surrender request, the Policy and any other required documents are
submitted and received by the Company. If the Policy itself is not returned to
the Company the request must be accompanied by completed affidavit of lost
policy. Amounts payable from the Variable Account upon surrender or a partial
withdrawal will be paid within seven calendar days of receipt of the written
request.
Upon surrender, the Company will pay in a lump sum the surrender value that
is equal to the cash value as of the valuation day less any outstanding Policy
Debt which includes accrued interest less any applicable surrender charges.
Coverage under a Policy will end as of the date of surrender.
The surrender charge ("Contingent Deferred Sales Charge") for the initial
face amount is equal to the Surrender Charge Percentage for the Policy Year in
which the surrender or reduction in initial face amount occurs, multiplied by
the aggregate amount of premium payments made in Policy Year 1, including
premium payments for any riders. The Surrender Charge Percentage in Policy Years
1 through 6 is equal to 27%. After the six completed policy year the Surrender
Charge Percentage decreases by 3% each Policy Year. After the 14th Policy Year,
there is no Surrender Charge for the
3
<PAGE>
initial face amount. There are no additional surrender charges calculated for
increases in face amount. If the initial face amount is decreased at any time
during the first fourteen Policy Years, a Contingent Deferred Sales Charge will
be imposed which will be equal to the portion of the total Contingent Deferred
Sales Charge that corresponds to the percentage by which the initial face amount
is decreased. 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 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.
After the first Policy Year, the Owner may also request a partial withdrawal
by sending a written request to the Company. An Owner may make a partial
withdrawal of an amount equal to or greater than $500. The request must be
submitted in writing to the Company. The Company will withdraw the amount
requested, plus a withdrawal charge, as of the date the request is received in
the Home Office. The Owner may elect to deduct the amount of the withdrawal from
any Sub-Account or the Fixed Account. If the Owner does not specify an
allocation, or if the Sub-Account value or Fixed Account value is insufficient
to carry out the request, the withdrawal will be based on the proportion that
such Sub-Account value(s) and Fixed Account value, bear to the Policy Value less
the cash value in the loan account on the valuation day immediately prior to the
withdrawal. No withdrawal amounts will be processed if the withdrawal would
result in there being insufficient cash value to pay any surrender charges
applicable upon a full surrender.
The Company will deduct an administrative charge upon a withdrawal. This
charge is the lesser of 2% of the amount withdrawn or $25. This withdrawal
charge will be deducted from the Policy Value in addition to the amount
requested to be withdrawn and will be considered to be part of the withdrawal
amount. The withdrawal charge will be allocated in the manner described above
for the requested amount.
The death benefit will be affected by withdrawals. If death benefit option 1
is in effect, then the Company reserves the right to reduce the face amount by
the amount withdrawn (inclusive of withdrawal charge). If the Owner requests
that the initial face amount be retained, the Company will honor this request
provided the amount of withdrawal does not exceed $2,000. If the request for
withdrawal exceeds $2,000, then the Company will request that satisfactory
evidence of insurability be provided with the withdrawal request. If death
benefit option 2 is in effect, then the Company will not reduce the face amount.
The face amount after a partial withdrawal may not be less than the minimum
amount for which the Policy would be issued under the Company's current rules.
If the withdrawal causes the Policy to fail to qualify as a life insurance
contract under applicable tax laws, as interpreted by the Company it will not be
processed. If the Face Amount at the time of 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.
B. CHANGES IN FACE AMOUNT
An Owner may increase or decrease the face amount of the Policy after the
first Policy Anniversary by submitting a written request to the Company. A
supplemental application is required for an increase in face amount. The Company
reserves the right to require satisfactory evidence of insurability for the
requested increase portion. Face Amount increases and decreases are subject to
the following rules:
1. For increases in face amount, the insured's attained age must be less
than the maximum current issue age for the Policies, as determined by
the Company from time to time.
2. The amount of the requested increase must be at least $10,000.
3. Any increase in face amount will be effective on the monthly anniversary
day on or next following the date the request for the increase is
received and approved by the Company.
4
<PAGE>
4. If the No-Lapse Guarantee provision is in effect, the minimum monthly
premium amount required to keep the Policy in force will generally
increase and additional premium payments may be required.
5. The monthly cost of insurance charge will be adjusted as of the next
monthly anniversary day following the date of the written request.
6. There will be an administrative charge assessed based on a rate per
$1,000 of increased coverage. This administrative charge will be
deducted from the Policy Value monthly during the twelve month period
following the effective date of the increase. This administrative charge
is based on the original issue age, duration, sex , and rate class of
the insured.
7. A decrease in face amount will not be accepted by the Company, if the
amount requested would decrease the face amount below $50,000 (standard
smoker or standard nonsmoker class), or $100,000 (preferred nonsmoker
class).
8. A proportionate Contingent Deferred Sales Charge will be imposed for
decreases in face amount (please note previous section on "Surrenders
and Partial Withdrawals").
The Company reserves the right to not process any decrease in Face Amount if
compliance with guideline premium limitations 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 limitations, and the
amount of such payments would exceed the Surrender Value of the Policy. In
addition, the Company reserves the right to prohibit any decrease in Face Amount
(i) for three years following an increase in Face Amount and (ii) for One Policy
Year following the last decrease in Face Amount.
C. CHANGE IN DEATH BENEFIT OPTION
On or after the first Policy Anniversary, the Owner may request in writing a
change in the death benefit option. Any change will go into effect on the
monthly anniversary day that coincides with or next follows the date the Company
receives and accepts the request for change. If the Owner requests a change from
the Option 1 to Option 2, the face amount will be increased to equal the face
amount on the effective date of change. If the Owner requests a change from a
Option 2 to Option 1, the face amount will be decreased so that it equals the
death benefit less the policy value on the date of the change. The Company
reserves the right to require satisfactory proof of insurability before allowing
a change in death benefit options.
D. DEATH BENEFIT CLAIMS
While the Policy remains in force, the Company will pay a death benefit to
the named beneficiary in accordance with the death benefit option elected by the
Owner. The Company will pay the death benefit within seven calendar days after
receipt in its home office of all necessary proof of death of the insured.
Payment of a death benefit may be postponed under certain circumstances, such as
the New York Stock Exchange being closed for reasons other than customary
weekend and holiday closings. The death benefit proceeds will be determined as
of the date of the insured's death and will be equal to:
1. the death benefit under the option elected; plus
2. any additional benefits due under any supplemental and/or riders
benefits attached to this Policy; less
3. any policy debt; less
4. any unpaid monthly deductions if the insured dies during the grace
period.
The death benefit proceeds will be determined based on the death benefit
option elected by the Owner on the application for insurance or any request for
change in death benefits. If Death Benefit Option 1 is chosen, 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 percentages included in the Policy.
If Death Benefit Option 2 is
5
<PAGE>
chosen, 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 the insured's
date of death: or (b) a specified percentage of the policy value on the
insured's date of death as indicated on the Table of Percentages included in the
Policy. The specified percentage 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 at
death.
E. POLICY LOANS
After the first Policy Anniversary and while the insured is still living, an
Owner may borrow from the Company no less than $500 and not more than 90% of the
Surrender Value on the date the loan is received. The Owner must submit a
written request for a Policy loan. Any amount due an Owner under a loan will
generally be paid within seven calendar days after the Company receives a loan
request.
When a Policy loan is made, an amount equal to the loan is transferred out
of the sub-account(s) and the fixed account and into the Policy's loan account.
The Owner can specify the Sub-Accounts and 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 cash value in each Sub-Account and the Fixed Account bears
to the total cash value on the date that the loan is made.
Like the Fixed Account, a Policy's loan account is part of Protective Life's
General Account. During the first ten Policy years, the Company will charge
interest daily on any outstanding loan at an effective annual rate of 6.0%.
During Policy Years 11 and after, the Company will charge interest daily on any
outstanding loan at an effective annual rate of 4.0%. Interest is due and
payable at the end of each Policy Year while a loan is outstanding. If interest
is not paid when due, the amount of the interest is added to the loan and
becomes part of the Policy Debt.
The loan account is credited with interest at an effective annual rate of
not less than 4.0%. The maximum net cost of a loan is 2.0% per year during
Policy Years 1 through 10, and 0% thereafter. During the first ten Policy years
and on each Policy anniversary, the net difference between interest earned and
interest charged will be transferred to the loan account and deducted from the
Sub-Account(s) 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. The Company determines the rate of interest to be credited to the loan
account in advance of each calendar year. The rate, once determined, is applied
to the calendar year that follows the date of determination.
If the Insured dies while a loan is outstanding, the Policy debt is deducted
from the death benefit in calculating the death benefit proceeds.
A Policy loan may be repaid in whole or in part at any time while the
insured is living and the Policy is in force. Loan repayments will be credited
as of the date they are received in the Home Office. When a loan repayment is
made, Policy value in the loan account in an amount equal to the repayment will
be transferred from the loan account to the Sub-Accounts and/or the Fixed
Account in the same manner as loan collateral is transferred to the loan
account. Amounts paid while a Policy loan is outstanding will be treated as
premiums unless the Owner requests in writing that these payments be treated as
repayment of indebtedness.
III. TRANSFERS
A Policy's cash value, except amounts credited to the loan account, may be
transferred among the Sub-Accounts and between the Fixed Account which is a part
of the Company's General Account and the Sub-Accounts.
Upon receipt of written notice or a telephone request from the Owner, the
Company will accept transfer requests subject to the limitations described
below. Transfer requests will be accepted at any time on or after the later of
the following: (1) thirty days after the Policy effective date, or (2) six days
6
<PAGE>
after the expiration of the cancellation period. Transfers (including telephone
transfers) are processed as of the date the request is received by the Company.
The minimum amount of Policy value that may be transferred is the lesser of: (1)
$100; or (2) the entire Policy Value in any Sub-Account or the Fixed Account
from which the transfer is made. If, after the transfer, the Policy Value
remaining in a Sub-Account(s) or the Fixed Account is less than $100, the
Company reserves the right to transfer the entire amount instead of the
requested amount. The Company also reserves the right to limit transfers to 12
per Policy year and to charge a transfer fee for each additional transfer over
12 in any Policy year. 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 be transferred from each.
The Company reserves the right to restrict the maximum amount that may be
transferred from the Fixed Account in any Policy Year to the greater of: (1)
$2,500; or (2) 25% of the fixed account value.
Telephone transfers may be made upon instructions given by telephone,
provided the appropriate election has been made on the application or written
authorization is provided. We require a form of personal identification before
acting on these telephone instructions. All transfer requests made by telephone
instruction will be recorded as a method of documenting authenticity. A
confirmation of all instructions received by telephone will be mailed to the
Owner to determine if they are genuine.
The Company currently intends to allow transfers for the foreseeable future,
Although the Prospectus provides that the Company may at any time, for any class
of Policies, modify, restrict, suspend, or eliminate the transfer privilege
(including telephone transfers). 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.
The Owner may direct the Company to systematically and automatically
transfer, on a monthly or quarterly basis, specified dollar amounts from or to
the Fixed Account or from or to any Sub-Account(s). 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 time, an Owner may be
less susceptible to the impact of market fluctuations in Sub-Account unit
values. The Company makes no guarantee that the dollar cost averaging method
will result in a profit or protect against loss. The Company reserves the right
to assess a processing fee for this service. The Company reserves the right to
stop offering dollar cost averaging upon 30 days written notice.
To elect dollar-cost averaging, the fixed account value must be at least
$5,000 at the time of election. The Owner may elect dollar cost averaging for
periods of at least 12 months but no longer than 48 months. At least $100 must
be transferred on a monthly basis and a minimum of $300 on a quarterly basis.
Dollar-cost averaging transfers may commence on any day of the month that the
Owner requests, except the 29th, 30th, or 31st.
The Company will continue to process dollar cost averaging transfers until
the earlier of the following:
(1) the designated number of transfers has been completed;
(2) the Fixed Account value is depleted;
(3) the Owner, by written notice, instructs the Company 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.
The owner may direct the Company to systematically and automatically
transfer on a quarterly, semiannual, or annual basis, contract value among
specified Sub-Accounts. This is known as the portfolio rebalancing method of
investment and is done to achieve a particular percentage allocation among such
Sub-Accounts. By transferring on a regularly scheduled basis as opposed to
allocating the total amount at one time, an Owner may be less susceptible to the
impact of market fluctuations in
7
<PAGE>
Sub-Account unit values. The Fixed Account value will not be considered in the
automatic transfer process. The Company makes no guarantee that the portfolio
rebalancing method will result in a profit or protect against loss. The Company
reserves the right to assess a processing fee for this service. The Company
reserves the right to stop offering portfolio rebalancing upon 30 days written
notice.
The Applicant/Owner can elect portfolio rebalancing at the time of
application or any time thereafter by submitting a written request to the
Company. This feature is available on a quarterly, semiannual, and annual basis
and may commence on any day of the month that the Owner requests, except the
29th, 30th or 31st. Once elected, portfolio rebalancing will begin on the first
modal anniversary following the election.
The Company will continue to process these automatic transfers until the
earlier of the following:
(1) Sub-Account values are depleted;
(2) the Owner requests the company to cease the automatic transfers, by
written notice. This can also be requested by telephone if the owner
previously authorized us to take telephone instructions.
IV. REFUNDS
The right to examine and cancel the policy is as defined in the Policy. The
Owner may cancel a Policy for a refund during the Cancellation Period by
returning it to the Company's home office or to the sales representative who
sold it along with a written request. The Cancellation Period is determined by
the law of the state in which the application is signed and is shown in the
Policy. In most states, it expires at the latest of: (1) ten days after the
Owner receives the Policy; (2) 45 days after the Owner signs the application; or
(3) 10 days after the Company mails or delivers a Notice of Right of Withdrawal.
Return of the Policy by mail is effective when it is received at the home
office.
Within seven calendar days after receiving the returned Policy, the Company
will refund (i) the difference between premiums paid and amounts allocated to
the fixed account or the variable account, plus (ii) fixed account value
determined as of the date the returned Policy is received, plus (iii) variable
account value determined as of the date the returned Policy is received. This
amount may be more or less than the aggregate Premium Payments. In states where
required, the Company will refund Premium Payments to the Owner of the Policy.
An increase in Face Amount may also be cancelled by the Owner in accordance
with the Policy's cancellation period provisions. The amount refunded will be
calculated in accordance with the provisions described above. If no additional
Premium Payments are required in connection with the Face Amount increase, the
amount refunded is limited to that portion of the first monthly deduction
following the increase and will be reallocated to the sub-account(s) 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 as of the effective date
of the cancellation. The effective date of this cancellation will be equal to
the effective date of the face increase.
B. SPECIAL TRANSFER PRIVILEGE
During the first 24 Policy months following the Policy Effective Date, the
Owner may exercise a one-time special transfer privilege by requesting that all
the variable account value be transferred to the fixed account. Exercise of the
special transfer privilege does not count toward the 12 transfers that are
permitted each Policy year without imposition of a transfer fee, and is not
subject to a transfer fee. Unless the Owner specifies otherwise, all subsequent
Net Premium Payments are allocated to the fixed account after the exercise of
the special transfer privilege. Owners may, however, change this allocation by
subsequent written notice.
C. SUICIDE
If the insured commits suicide, while sane or insane, within two years from
the Policy Effective Date, the death benefit will be limited to the premiums
paid before death, less any Policy debt and less
8
<PAGE>
any withdrawals. If the insured commits suicide, while sane or insane, within
two years after an increase in face amount, the death benefit with respect to
such increase shall be limited to the sum of the monthly cost of insurance
charges deducted for such increase.
D. REPRESENTATIONS AND CONTESTABILITY
The Company can not contest the Policy or any supplemental benefit and/or
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,
unless fraud is involved. The Company also has the right to contest the validity
of any policy change based on material misstatements made in any application for
that change and any reinstatement of benefits within two years during the
lifetime of the insured after the reinstatement has been approved.
E. MISSTATEMENT OF AGE OR SEX
Questions in the application concern the insured's date of birth and sex. If
the date of birth or sex given in the application or any application for
supplemental benefits and/or riders is not correct, the death benefit and any
benefits provided under any riders to this Policy will be adjusted to those that
would have been purchased by the most recent cost of insurance change and the
cost of any such supplemental benefits provided by such riders, at the correct
age and sex.
9
<PAGE>
EXHIBIT 11
<PAGE>
DIRECTORS' POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of
Protective Life Insurance Company, a Tennessee corporation, ("Company") by his
execution hereof or upon an identical counterpart hereof, does hereby constitute
and appoint John D. Johns, Nancy Kane or Jerry W. DeFoor, 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 Registration Statement on Form S-6 to
be filed by the Company with respect to variable life products with the
Securities and Exchange Commission, pursuant to the provisions of the Securities
Exchange Act of 1933 and the Investment Company Act of 1940 and, further, to
execute and sign any and all pre-effective and post-effective amendments 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
seal this 29th day of April, 1998.
WITNESS TO ALL SIGNATURES:
/s/ Deborah J. Long
- --------------------------------------
Deborah J. Long
/s/ Drayton Nabers, Jr. /s/ Danny L. Bentley
- -------------------------------------- --------------------------------------
Drayton Nabers, Jr. Danny L. Bentley
/s/ John D. Johns /s/ Richard J. Bielen
- -------------------------------------- --------------------------------------
John D. Johns Richard J. Bielen
/s/ R. Stephen Briggs /s/ Carolyn King
- -------------------------------------- --------------------------------------
R. Stephen Briggs Carolyn King
/s/ Jim E. Massengale /s/ Deborah J. Long
- -------------------------------------- --------------------------------------
Jim E. Massengale Deborah J. Long
/s/ A. S. Williams III /s/ Steven A. Schultz
- -------------------------------------- --------------------------------------
A. S. Williams III Steven A. Schultz
/s/ Wayne E. Stuenkel
- --------------------------------------
Wayne E. Stuenkel
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 1
<NAME> MONEY MARKET SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 50,888
<INVESTMENTS-AT-VALUE> 50,888
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 50,888
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1
<TOTAL-LIABILITIES> 1
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 50,888
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 50,887
<DIVIDEND-INCOME> 1,088
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 1,088
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (1)
<NET-CHANGE-FROM-OPS> 1,087
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 87,115
<NUMBER-OF-SHARES-REDEEMED> 51,459
<SHARES-REINVESTED> 1,088
<NET-CHANGE-IN-ASSETS> 36,743
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,260
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 2
<NAME> GROWTH AND INCOME SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,016,188
<INVESTMENTS-AT-VALUE> 997,651
<RECEIVABLES> 5,779
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,003,430
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 63,291
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,003,430
<DIVIDEND-INCOME> 7,094
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 7,094
<REALIZED-GAINS-CURRENT> 133,173
<APPREC-INCREASE-CURRENT> (19,493)
<NET-CHANGE-FROM-OPS> 120,774
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 47,611
<NUMBER-OF-SHARES-REDEEMED> 3,949
<SHARES-REINVESTED> 9,094
<NET-CHANGE-IN-ASSETS> 854,012
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 124,542
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.850
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 3
<NAME> INTERNATIONAL EQUITY SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 571,254
<INVESTMENTS-AT-VALUE> 542,113
<RECEIVABLES> 5,792
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 547,905
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 43,537
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 547,905
<DIVIDEND-INCOME> 9,487
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 9,487
<REALIZED-GAINS-CURRENT> 29,772
<APPREC-INCREASE-CURRENT> (31,321)
<NET-CHANGE-FROM-OPS> 7,888
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 34,341
<NUMBER-OF-SHARES-REDEEMED> 4,438
<SHARES-REINVESTED> 3,142
<NET-CHANGE-IN-ASSETS> 425,787
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 82,020
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.585
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 4
<NAME> GLOBAL INCOME SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 117,537
<INVESTMENTS-AT-VALUE> 112,638
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 112,638
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32
<TOTAL-LIABILITIES> 32
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 11,115
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 112,606
<DIVIDEND-INCOME> 9,209
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 9,209
<REALIZED-GAINS-CURRENT> 1,396
<APPREC-INCREASE-CURRENT> (4,150)
<NET-CHANGE-FROM-OPS> 6,455
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,494
<NUMBER-OF-SHARES-REDEEMED> 502
<SHARES-REINVESTED> 1,045
<NET-CHANGE-IN-ASSETS> 91,453
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,916
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.131
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 5
<NAME> SMALL CAP EQUITY SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 537,548
<INVESTMENTS-AT-VALUE> 562,384
<RECEIVABLES> 5,263
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 567,647
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 47,961
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 567,647
<DIVIDEND-INCOME> 1,630
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 1,630
<REALIZED-GAINS-CURRENT> 61,772
<APPREC-INCREASE-CURRENT> 38,214
<NET-CHANGE-FROM-OPS> 101,616
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 35,094
<NUMBER-OF-SHARES-REDEEMED> 5,525
<SHARES-REINVESTED> 5,514
<NET-CHANGE-IN-ASSETS> 438,594
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 86,557
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.836
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 6
<NAME> CORE US EQUITY SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 397,175
<INVESTMENTS-AT-VALUE> 418,436
<RECEIVABLES> 1,206
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 419,642
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 22,731
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 419,642
<DIVIDEND-INCOME> 3,427
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 3,427
<REALIZED-GAINS-CURRENT> 33,253
<APPREC-INCREASE-CURRENT> 20,629
<NET-CHANGE-FROM-OPS> 57,309
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 19,091
<NUMBER-OF-SHARES-REDEEMED> 3,328
<SHARES-REINVESTED> 2,037
<NET-CHANGE-IN-ASSETS> 343,524
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 53,507
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 18.460
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 7
<NAME> CAPITAL GROWTH SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 573,054
<INVESTMENTS-AT-VALUE> 631,283
<RECEIVABLES> 5,482
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 636,765
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 39,905
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 636,765
<DIVIDEND-INCOME> 3,803
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 3,803
<REALIZED-GAINS-CURRENT> 39,438
<APPREC-INCREASE-CURRENT> 53,776
<NET-CHANGE-FROM-OPS> 97,017
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 32,867
<NUMBER-OF-SHARES-REDEEMED> 4,074
<SHARES-REINVESTED> 2,783
<NET-CHANGE-IN-ASSETS> 531,431
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 84,153
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.957
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 8
<NAME> CALVERT SOCIAL SMALL CAP GROWTH SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 85
<INVESTMENTS-AT-VALUE> 77
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 77
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7
<TOTAL-LIABILITIES> 7
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 6
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 70
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 7
<APPREC-INCREASE-CURRENT> (8)
<NET-CHANGE-FROM-OPS> (1)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 70
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.670
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 9
<NAME> CALVERT SOCIAL BALANCED SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 89
<INVESTMENTS-AT-VALUE> 86
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 86
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7
<TOTAL-LIABILITIES> 7
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 43
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 79
<DIVIDEND-INCOME> 2
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 2
<REALIZED-GAINS-CURRENT> 4
<APPREC-INCREASE-CURRENT> (4)
<NET-CHANGE-FROM-OPS> 2
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 43
<NUMBER-OF-SHARES-REDEEMED> 3
<SHARES-REINVESTED> 3
<NET-CHANGE-IN-ASSETS> 79
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.837
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 10
<NAME> MFS EMERGING GROWTH SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 60,271
<INVESTMENTS-AT-VALUE> 59,898
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 59,898
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 3,711
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 59,898
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> (549)
<APPREC-INCREASE-CURRENT> (656)
<NET-CHANGE-FROM-OPS> (1,205)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,911
<NUMBER-OF-SHARES-REDEEMED> 1,200
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 59,898
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8,189
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.141
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 11
<NAME> MFS RESEARCH SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 120,606
<INVESTMENTS-AT-VALUE> 121,167
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 121,167
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 7,674
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 121,167
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> (176)
<APPREC-INCREASE-CURRENT> 1,111
<NET-CHANGE-FROM-OPS> 935
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,082
<NUMBER-OF-SHARES-REDEEMED> 1,408
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 121,167
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,356
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.789
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 12
<NAME> MFS GROWTH WITH INCOME SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-01-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 7,013
<INVESTMENTS-AT-VALUE> 7,004
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7,004
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 426
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 7,004
<DIVIDEND-INCOME> 28
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 28
<REALIZED-GAINS-CURRENT> 133
<APPREC-INCREASE-CURRENT> 210
<NET-CHANGE-FROM-OPS> 371
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 428
<NUMBER-OF-SHARES-REDEEMED> 12
<SHARES-REINVESTED> 10
<NET-CHANGE-IN-ASSETS> 7,004
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 288
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.441
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference statements.
</LEGEND>
<CIK> 0000948923
<NAME> MFS TOTAL RETURN SUB ACCOUNT
<SERIES>
<NUMBER> 13
<NAME> MFS TOTAL RETURN SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 2,785
<INVESTMENTS-AT-VALUE> 2,890
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,890
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 174
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,890
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 89
<APPREC-INCREASE-CURRENT> (13)
<NET-CHANGE-FROM-OPS> 76
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 300
<NUMBER-OF-SHARES-REDEEMED> 126
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2,890
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 159
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.609
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 14
<NAME> OPPENHEIMER CAP APPRECIATION SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 56,519
<INVESTMENTS-AT-VALUE> 56,236
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 56,236
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,373
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 56,236
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> (95)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> (96)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,467
<NUMBER-OF-SHARES-REDEEMED> 94
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 56,236
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,908
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 40.958
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 15
<NAME> OPPENHEIMER GROWTH SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 73,927
<INVESTMENTS-AT-VALUE> 74,477
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 74,477
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 2,296
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 74,477
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 67
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 67
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,418
<NUMBER-OF-SHARES-REDEEMED> 122
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 74,477
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,583
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 32.438
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 16
<NAME> OPPENHEIMER GROWTH AND INCOME SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 11,737
<INVESTMENTS-AT-VALUE> 11,957
<RECEIVABLES> 377
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 12,334
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 581
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 12,334
<DIVIDEND-INCOME> 29
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 29
<REALIZED-GAINS-CURRENT> (3)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 26
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 599
<NUMBER-OF-SHARES-REDEEMED> 19
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 12,334
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 593
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.229
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
This schedule contains summary information extracted from the financial
statements of Protective Variable Life Separate Account and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000948923
<NAME> PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
<SERIES>
<NUMBER> 17
<NAME> OPPENHEIMER STRATEGIC BOND SUB ACCOUNT
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 10,355
<INVESTMENTS-AT-VALUE> 10,236
<RECEIVABLES> 353
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,589
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,999
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 10,589
<DIVIDEND-INCOME> 199
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 199
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 1
<NET-CHANGE-FROM-OPS> 200
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,012
<NUMBER-OF-SHARES-REDEEMED> 52
<SHARES-REINVESTED> 39
<NET-CHANGE-IN-ASSETS> 10,589
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 444
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.297
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
