PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT, 485BPOS, 2000-04-26

PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
485BPOS, 2000-04-26

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As filed with the Securities and Exchange Commission on April 26, 2000

File No. 333-52215

File No. 811-7337

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 3 /x/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 18 /x/

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
2801 Highway 280 South
Birmingham, Alabama 35223
(Name and Address of Agent
for Service of Process)

Stephen E. Roth, Esquire
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

It is proposed that the filing become effective (check appropriate box):

/ / immediately upon filing pursuant to paragraph (b) of Rule 485;

/x/ on May 1, 2000 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.

PROSPECTUS

[LOGO]

Issued by: PROTECTIVE LIFE INSURANCE COMPANY

2801 Highway 280 South

Birmingham, Alabama 35223

Telephone (800) 866-3555

This prospectus describes the Premiere II, an individual flexible premium variable and fixed life insurance policy offered by Protective Life Insurance Company ("Protective Life"). Please read it carefully before you invest.

The Policy is designed to provide insurance protection on the life of the insured named in the policy.

You have the flexibility to vary the amount and timing of premium payments and your coverage will stay in force as long as sufficient Policy Value is maintained.

The Policy Value and, in certain circumstances, the Death Benefit will fluctuate with the investment performance of the investment options you select. A Fixed Account is also available.

The Owner may, within limits, allocate Net Premiums 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"). The prospectuses for the investment funds describe the investment objective(s) and risks of investing in the Sub-Account corresponding to each. You bear the entire investment risk for Policy Value allocated to a Sub-Account. The Policy has no guaranteed minimum Surrender Value except for amounts allocated to the Fixed Account. The assets of each Sub-Account will be invested solely in a corresponding Fund of Protective Investment Company, Van Kampen Life Investment Trust, MFS® Variable Insurance Trust™, Oppenheimer Variable Account Funds, Calvert Variable Series, Inc and Van Eck Worldwide Insurance Trust.

It may not be advantageous to replace existing insurance with this Policy. Within certain limits, you may return the Policy.

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".

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.

This policy may not be available for sale in all states.

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 premiums paid (principal).

The date of this Prospectus is May 1, 2000

PROSPECTUS CONTENTS

		Page
Definitions		4
Summary and Diagram of the Policy		5
Expense Tables		8
General Information About Protective Life, the Variable Account and The Funds		11
Protective Life Insurance Company		11
Protective Variable Life Separate Account		11
The Funds		11
-The PIC Funds		12
-The Van Kampen Funds		12
-The MFS Funds		13
-The Oppenheimer Funds		13
-The Calvert Funds		14
-The Van Eck Funds		14
Other Information about the Funds		14
Other Investors in the Funds		15
Addition, Deletion or Substitution of Investments		15
Voting Rights		16
The Policy		16
Purchasing a Policy		16
Cancellation Privilege		17
Premiums		17
-Minimum Initial Premium		17
-Planned Periodic Premiums		18
-Unscheduled Premiums		18
-Premium Limitations		18
-No-Lapse Guarantee		18
-Premium Payments Upon Increase in Face Amount		18
Net Premium Allocations		19
Policy Lapse and Reinstatement		19
-Lapse		19
-Reinstatement		19
Calculation of Policy Values		20
Variable Account Value		20
-Determination of Units		20
-Determination of Unit Value		20
-Net Investment Factor		20
Fixed Account Value		20
Policy Benefits		21
Transfers of Policy Values		21
-General		21
-Telephone Transfers		21
-Reservation of Rights		21
-Dollar Cost Averaging		21
-Portfolio Rebalancing		22
Policy Value Credit		22
Surrender Privilege		22
Withdrawal Privilege		23
Policy Loans		23
-General		23
-Loan Collateral
		23

-Loan Repayment		24
-Interest		24
-Non-Payment of Policy Loan		24
-Effect of a Policy Loan		24
Death Benefit Proceeds		24
-Calculation of Death Benefit Proceeds		25
-Death Benefit Options		25
-Changing the Death Benefit Option		25
-Changing the Face Amount		25
-Increasing the Face Amount		25
-Decreasing the Face Amount		26
-Additional Coverage from Term Rider for Covered Insured ("CIR")		26
Settlement Options		27
-Minimum Amounts		27
-Other Requirements		27
The Fixed Account		27
The Fixed Account		28
Interest Credited on Fixed Account Value		28
Payments from the Fixed Account		28
Charges and Deductions		28
Premium Expense Charge		28
Monthly Deduction		28
-Cost of Insurance Charge		29
-Cost of Insurance Rates		29
-Cost of Insurance Charge under a CIR		30
-Legal Considerations Relating to Sex — Distinct Premium Payments and Benefits		30
-Monthly Administration Fee		30
-Supplemental Rider Charges		30
-Mortality and Expense Risk Charge		30
Transfer Fee		31
Surrender Charge (Contingent Deferred Sales Charges)		31
Withdrawal Charge		31
Fund Expenses		32
Exchange Privilege		32
Effect of the Exchange Offer		33
-Tax Matters		33
-Sales Commissions		34
Illustrations of Policy Values, Surrender Values, Death Benefits and Accumulated Premiums		34
Other Policy Benefits and Provisions		44
Limits on Rights to Contest the Policy		44
-Incontestability		44
-Suicide Exclusion		44
Changes in the Policy or Benefits		44
-Misstatement of Age or Sex		44
-Other Changes		44
Suspension or Delay of Payments		44
Reports to Policy Owners		44
Assignment		45
Arbitration
		45

Supplemental Riders and Endorsements		45
-Children's Term Life Insurance Rider		45
-Accidental Death Benefit Rider		45
-Disability Benefit Rider		45
-Guaranteed Insurability Rider		45
-Protected Insurability Benefit Rider		45
-Term Rider for Covered Insured		45
-Terminal Illness Accelerated Death Benefit Endorsement		46
Reinsurance		46
Uses of the Policy		46
Tax Considerations		47
Introduction		47
Tax Status of Protective Life		47
Taxation of Life Insurance Policies		47
-Tax Status of the Policy		47
— Diversification Requirements		47
— Ownership Treatment		48
-Tax Treatment of Life Insurance Death Benefit Proceeds		48
-Tax Deferral During Accumulation Period		48
Policies Not Owned by Individuals		49
Policies Which Are Not MEC's		49
— Tax Treatment of Withdrawals Generally		49
— Certain Distributions Required by the Tax Law in the First 14 Policy Years		49
— Tax Treatment of Loans		49
Policies Which Are MEC's		49
— Characterization of a Policy as a MEC		49
— Tax Treatment of Withdrawals, Loans, Assignments and Pledges under MECs		50
— Penalty Tax		50
— Aggregation of Policies		50
-Actions to Ensure Compliance with the Tax Law		50
-Other Considerations		50
Federal Income Tax Withholding		50
Other Information About the Policies and Protective Life		51
Sale of the Policies		51
Corporate Purchasers		51
Protective Life Directors and Executive Officers		52
State Regulation		53
Additional Information		53
Year 2000 Compliance Issues		53
Independent Accountants		54
Experts		54
IMSA		54
Legal Matters		54
Financial Statements		54
Index to Financial Statements		F-1
Appendices
A-Examples of Death Benefit Options		A-1

This Prospectus does not constitute an offering in any jurisdiction in which such offering may not be lawfully made.

DEFINITIONS

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

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

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

Cash Value — Policy Value minus any applicable Surrender Charge.

Death Benefit — The amount of insurance provided under the Policy as determined by the Death Benefit Option. The amount payable on the death of the Insured will be the Death Benefit Proceeds.

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

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

Face Amount — A dollar amount selected by the Owner and shown in the Policy.

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

Fixed Account Value — The Policy Value in the Fixed Account.

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

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

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

Insured — The person whose life is covered by the Policy.

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

Issue Date — The date the Policy is issued.

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

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

Minimum Monthly Premium — For Policies issued on Insured's Issue Age through 75, the cumulative 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

Purpose of the Policy. The Policy is designed to be a long-term investment providing insurance benefits. A prospective Owner should consider 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).

Comparison with Universal Life Insurance. The Policy is similar in many ways to fixed-benefit life insurance. As with fixed-benefit life insurance: the Owner of a Policy pays premiums for insurance coverage on the person insured; 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; and the Surrender Value during the early Policy Years is likely to be substantially lower than the aggregate premiums paid.

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. There is no guaranteed minimum Surrender Value except with respect to Policy Value that is allocated to the Fixed Account. If Surrender 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 15 Policy Years (for Insureds Issue Age 0 through 39), the first 10 Policy Years (for Insureds Issue Age 40 through 64), or the first 5 Policy Years (for Insureds Issue Age 65 and above), as long as certain requirements related to the Minimum Monthly Premium have been met. See "Premiums — 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".)

Death Benefit Options. Two Death Benefit options are available under the Policy: a level death benefit ("Option A") and a variable death benefit ("Option B"). Protective Life guarantees that the Death Benefit Proceeds will never be less than the Face Amount of insurance (less any outstanding Policy Debt or liens and any 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.

Policy Value Credit. Subject to certain conditions, on the tenth Policy Anniversary, and on each Policy Anniversary thereafter, the Company will make a credit to the Policy's Policy Value equal to (1) .50% of the unloaned Policy Value if the unloaned Policy Value is more than $50,000 and less than $500,000, or (2) 1% of unloaned Policy Value if the unloaned Policy Value is greater than $500,000.

Illustrations. Illustrations in this prospectus or illustrations 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 premiums paid 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".

Cancellation Privilege. 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 to the Sub-Account investing in the Oppenheimer Money Fund Sub-Account or to the Fixed Account. (See "Net Premium Allocations".)

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 premiums according to the plan. You can vary the amount and frequency and can skip planned premium payments. See "Premiums" pages 17 through 19 for rules and limits.

• The Policy's minimum initial premium and planned premium payments depend on the Insured's age, sex and underwriting class, Face Amount selected, and any supplemental riders.

• Unscheduled premium payments may be made, within limits. See page 18.

• Under certain circumstances, extra premiums may be required to prevent lapse. See "Policy Lapse and Reinstatement" page 19.

DEDUCTIONS FROM PREMIUM PAYMENTS

• A premium expense charge of 5% will be deducted from each premium before allocation resulting in a "Net Premium". See page 28.

ALLOCATION OF NET PREMIUM

• You direct the allocation of Net Premium among 30 Sub-Accounts and the Fixed Account. See page 19 for rules and limits on Net Premium allocations.

• The Sub-Accounts invest in corresponding Funds. See pages 12 through 14. Funds available are the PIC Funds, the Van Kampen Funds, the Oppenheimer Funds, the MFS Funds, the Calvert Funds and the Van Eck Funds.

• Interest is credited on amounts allocated to the Fixed Account at a rate determined by Protective Life, but not less than an annual effective rate of 4%. See page 19 for rules and limits on Fixed Account allocations.

DEDUCTIONS FROM POLICY VALUE

• Monthly Deduction for cost of insurance, administration fees, mortality and expense risk charges and charges for any supplemental rider. Administration fees are $8.00 per month. Monthly mortality and expense risk charges are currently equal to .075% multiplied by the value of the assets in the Variable Account (which is equivalent to an annual rate of 0.90% of such amount) during Policy Years 1 through 10. There is currently no monthly mortality and expense risk charge in Policy Years 11 and thereafter. The mortality and expense risk charge is not deducted from the Fixed Account. See "Monthly Deduction" pages 28 through 30.

DEDUCTIONS FROM ASSETS

• Investment advisory fees and Fund operating expenses are also deducted from the assets of each Fund.

POLICY VALUE

• Is the amount in the Sub-Accounts and in the Fixed Account credited to your Policy plus the value held in the general account to secure the Policy Debt.

• Varies from day to day to reflect Sub-Account investment experience, interest credited on any Fixed Account allocations, charges deducted and any other Policy transactions (such as Policy loans, transfers and withdrawals). See "Calculation of Policy Value" pages 18 and 19. There is no minimum guaranteed Policy Value except with respect to amounts allocated to the Fixed Account. The Policy may lapse if the Surrender Value is insufficient to cover a Monthly Deduction due. See page 19.

• Can be transferred between and among the Sub-Accounts and the Fixed Account. A transfer fee of $25 may apply if more than 12 transfers are made in a Policy Year. See pages 21 and 22 for rules and limits. Policy loans reduce the amount available for 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
• After the first Policy Year loans may be taken for amounts up to 90% of Surrender Value, at an effective annual interest rate of 6.0% during the Policy Years 2 through 10 and currently 4.00% (4.25% guaranteed) thereafter. See "Policy Loans" pages 23 and 24 for rules and limits.
• After the first Policy Year 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 to each withdrawal. See "Withdrawal Privilege" on page 23 for rules and limits.
• The Policy may be surrendered in full at any time for its Surrender Value. A declining deferred sales charge per $1,000 of Initial Face Amount is assessed on surrenders during the first 10 Policy Years. See "Surrender Charge (Contingent Deferred Sales Charge)" page 31.
• A variety of settlement options are available. See page 27.

DEATH BENEFITS
• Available as lump sum or under a variety of settlement options.
• For most Policies, the minimum Face Amount is $100,000.
• Two Death Benefit Options are available: Option A, Level (which is equal to the Face Amount), and Option B, Increasing (which is equal to the Face Amount plus Policy Value). See page 25.
• Flexibility to change the Death Benefit Option and Face Amount. See page 25 for rules and limits.
• The No-Lapse Guarantee keeps the Policy in force regardless of the sufficiency of Surrender Value so long as for each month the cumulative premiums paid on the Policy, less any withdrawals and Policy Debt or liens, are at least equal to the Minimum Monthly Premium. See "No-Lapse Guarantee" page 18.
• Supplemental riders may be available. See pages 45 and 46.

EXPENSE TABLE

The Sub-Accounts invest in corresponding Funds. (See "The Funds" pages 11-14.) The current Funds available and the investment advisory fees and other expenses are as follows:

ANNUAL FUND EXPENSES
(after reimbursement and as percentage of average net assets)

	Management (Advisory) Fees		Other Expenses After Reimbursement		Total Annual Fund Expenses (after reimbursements)
Protective Investment Company (PIC) (1)
International Equity Fund	1.10	%	0.00	%	1.10	%
Small Cap Value Fund	0.80	%	0.00	%	0.80	%
Capital Growth Fund	0.80	%	0.00	%	0.80	%
CORE^SM U.S. Equity Fund	0.80	%	0.00	%	0.80	%
Growth and Income Fund	0.80	%	0.00	%	0.80	%
Global Income Fund	1.10	%	0.00	%	1.10	%
Van Kampen Life Investment Trust (6)
Emerging Growth Portfolio	0.67	%	0.18	%	0.85	%
Enterprise Portfolio	0.48	%	0.12	%	0.60	%
Comstock Portfolio	0.00	%	0.95	%	0.95	%
Growth and Income Portfolio	0.43	%	0.32	%	0.75	%
Strategic Stock Portfolio	0.24	%	0.41	%	0.65	%
Asset Allocation Portfolio	0.33	%	0.27	%	0.60	%
MFS® Variable Insurance Trust^SM (2, 3)
New Discovery Series	0.90	%	0.17	%	1.07	%
Emerging Growth Series	0.75	%	0.09	%	0.84	%
Research Series	0.75	%	0.11	%	0.86	%
Growth Series	0.75	%	0.16	%	0.91	%
Growth With Income Series	0.75	%	0.13	%	0.88	%
Utilities Series	0.75	%	0.16	%	0.91	%
Total Return Series	0.75	%	0.15	%	0.90	%
Oppenheimer Variable Account Funds
Aggressive Growth Fund/VA	0.66	%	0.01	%	0.67	%
Global Securities Fund/VA	0.67	%	0.02	%	0.69	%
Capital Appreciation Fund/VA	0.68	%	0.02	%	0.70	%
Main Street Growth & Income Fund/VA	0.73	%	0.05	%	0.78	%
High Income Fund/VA	0.74	%	0.01	%	0.75	%
Strategic Bond Fund/VA	0.74	%	0.04	%	0.78	%
Money Fund/VA	0.45	%	0.03	%	0.48	%
Calvert Variable Series, Inc. (4)
Social Small Cap Growth Portfolio	1.00	%	0.58	%	1.58	%
Social Balanced Portfolio	0.70	%	0.19	%	0.89	%
Van Eck Worldwide Insurance Trust
Worldwide Hard Assets Fund	1.00	%	0.26	%	1.26	%
Worldwide Real Estate Fund (5)	1.00	%	2.23	%	3.23	%

(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, 1999 were: CORE^SM U.S. Equity Fund 0.85%, Small Cap Value Fund 0.90%, International Equity Fund 1.33%, Growth and Income Fund 0.86%, Capital Growth Fund 0.85%, and Global Income Fund 1.29%. 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): MFS has agreed to bear expenses for these series, subject to reimbursement by these series, such that each series' "Other Expenses" shall not exceed 0.15% of the average daily net assets of these series during the current fiscal year. This waiver and reimbursement was in effect for the period ending December 31, 1999. The payments made by MFS on behalf of each series under this arrangement are subject to reimbursement by the series to MFS, which will be accomplished by the payment of an expense reimbursement fee by the series to MFS computed and paid monthly at a percentage of the series' average daily net assets for its then current fiscal year, with a limitation that immediately after such payment the series' "Other Expenses" will not exceed the percentage set forth above for that series. The obligation of MFS to bear a series' "Other Expenses" pursuant to this arrangement, and the series' obligation to pay the reimbursement fee to MFS, terminates on the earlier of the date on which payments made by the series equal the prior payment of such reimbursable expenses by MFS, or December 31, 2004 (May 1, 2001 in the case of the New Discovery Series). MFS may, in its discretion, terminate this arrangement at an earlier date, provided that the arrangement will continue for each series until at least May 1, 2001, unless terminated with the consent of the board of trustees which oversees the series. Absent the reimbursements, total expenses for the New Discovery Series for the period ended December 31, 1999 were 2.49% reflecting "Other Expenses" of 1.59% and total expenses for the Growth Series were 1.46% reflecting "Other Expenses" of 0.71%.
(3): Each Series has an expense offset arrangement which reduces the Series' custodian based fee based on the amount of cash maintained by the Series with its custodian and dividend disbursing agent. Each Series may enter into other such arrangements and directed brokerage arrangements, which would also have the effect of reducing the Series' expenses. Expenses do not take into account these expense reductions and are therefore higher than the actual expenses of the Series. Had this offset been incorporated into the reported expenses, "Other Expenses" for the New Discovery Series would appear on the Expense Table as 0.15% and in footnote (2) as 2.47%; the "Other Expenses" for the Emerging Growth Series would appear on the Expense Table as 0.08%; the "Other Expenses" for the Research Series would appear on the Expense Table as 0.10%; the "Other Expenses" for the Growth Series would appear on the Expense Table as 0.15% and in footnote (2) as 0.70%; the "Other Expenses" for the Growth with Income Series would appear on the Expense Table as 0.12%; the "Other Expenses" for the Utilities Series would appear on the Expense Table as 0.15%; and the "Other Expenses" for the Total Return Series would appear on the Expense Table as 0.14%.
(4): The figures have been restated to reflect expenses expected to be incurred in 2000. "Other Expenses" reflect an indirect fee. Net fund operating expenses after reductions for fees paid indirectly would be 0.86% for Social Balanced, and 1.15% for Social Small Cap Growth.
(5): Van Eck Associates Corporation (the "Adviser") earned fees for investment management and advisory services. The fee is based on an annual rate of 1% of the average daily net assets. The Adviser agreed to assume expenses exceeding 1% of average daily net assets except interest, taxes, brokerage commissions and extraordinary expenses for the period January 1, 1999 to February 28, 1999.

Beginning March 1, 1999 through February 29, 2000, the Adviser agreed to assume expenses exceeding 1.5% of average daily net assets except interest, taxes, brokerage commissions and extraordinary expenses. For the year ended December 31, 1999 the Adviser assumed expenses in the amount of $40,036. Certain of the officers and trustees of the Trust are officers, directors or stockholders of the Adviser and Van Eck Securities Corporation. As of December 31, 1999, the Adviser owned 18.6% of the outstanding shares of beneficial interest of the Fund.
(6): The Advisor has voluntarily agreed to reimburse the Portfolios for all advisory fees in excess of certain thresholds. This agreement was in effect for the period January 1, 1999 to December 31, 1999 and will continue through the period of January 1, 2000 to December 31, 2000. There is no guarantee that the

Adviser will continue the reimbursement beyond December 31, 2000. Absent these reimbursements, the advisory fees would have been 0.70% for the Emerging Growth Portfolio, 0.50% for the Enterprise Portfolio, 0.60% for the Comstock Portfolio, 0.60% for the Growth and Income Portfolio, 0.50% for the Strategic Stock Portfolio and 0.50% for the Asset Allocation Portfolio; the "Other Expenses" would have been 0.18% for the Emerging Growth Portfolio, 0.12% for the Enterprise Portfolio, 9.76% for the Comstock Portfolio, 0.32% for the Growth and Income Portfolio, 0.41% for the Strategic Stock Portfolio and 0.27% for the Asset Allocation Portfolio.

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 investment management fees and other expenses and total expenses for each Fund for the period January 1, 1999 to December 31, 1999. For a more complete description of the various costs and expenses see "Charges and Deductions" and the prospectus 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, 1999, Protective Life had total assets of approximately $12.6 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 $13.0 billion at December 31, 1999.

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 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 of practices or 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.

Currently, thirty Sub-Accounts of the Variable Account are available under the Policies: PIC International Equity; PIC Small Cap Value; PIC Capital Growth; PIC CORE U.S. Equity; PIC Growth and Income; PIC Global Income; Van Kampen Emerging Growth; Van Kampen Enterprise; Van Kampen Comstock; Van Kampen Growth and Income; Van Kampen Strategic Stock; Van Kampen Asset Allocation; MFS New Discovery; MFS Emerging Growth; MFS Research; MFS Growth; MFS Growth With Income; MFS Utilities; MFS Total Return; Oppenheimer Aggressive Growth; Oppenheimer Global Securities: Oppenheimer Capital Appreciation; Oppenheimer Main Street Growth & Income; Oppenheimer High Income; Oppenheimer Strategic Bond; Oppenheimer Money Fund; Calvert Social Small Cap Growth; Calvert Social Balanced; Van Eck Worldwide Hard Assets; and Van Eck Worldwide Real Estate.

The Funds

Each Sub-Account invests in a corresponding Fund. Each Fund is an investment portfolio of one of the following investment companies: Protective Investment Company (the "PIC Funds") managed by Protective Investment Advisors, Inc. and subadvised by Goldman Sachs Asset Management or Goldman Sachs Asset Management International; Van Kampen Life Investment Trust managed by Van Kampen

Asset Management, Inc.; Oppenheimer Variable Account Funds (the "Oppenheimer Funds") managed by OppenheimerFunds, Inc.; MFS® Variable Insurance Trust^SM (the "MFS Funds") managed by MFS Investment Management; Calvert Variable Series, Inc. (the "Calvert Funds") managed by Calvert Asset Management Company, Inc.; or Van Eck Worldwide Insurance Trust (the "Van Eck Funds") managed by Van Eck Associates Corporation. 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.

Protective Investment Company (PIC)

International Equity Fund. This Fund seeks long-term capital appreciation. This Fund will pursue its objectives by investing, under normal circumstances, substantially all, and at least 65% of its total assets in equity and equity-related securities of companies that are organized outside the United States or whose securities are principally traded outside the United States.

Small Cap Value Fund. This Fund seeks long-term growth of capital. This Fund will pursue its objectives 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.

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.

CORE U.S. Equity Fund. This Fund seeks long-term growth of capital and dividend income. This Fund will pursue its objective by investing, under normal circumstances, at least 90% of its total assets in equity securities of U.S. issuers, including foreign issuers that are traded in the United States. The Fund's investments are selected using a variety of quantitative techniques and fundamental research in seeking to maximize the Fund's expected return, while maintaining risk, style, capitalization and industry characteristics similar to the S&P 500 Index.

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 that the investment advisor considers to have favorable prospects for capital appreciation and/or dividend-paying ability.

Global Income Fund. This Fund seeks a 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 a portfolio of high quality fixed-income securities of U.S. and foreign issuers and entering into foreign currency transactions.

Van Kampen Life Investment Trust

Emerging Growth Portfolio. This Fund seeks capital appreciation.

Enterprise Portfolio. This Fund seeks capital appreciation through investment in securities believed by the investment adviser to have above average potential for capital appreciation.

Comstock Portfolio. This Fund seeks capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks.

Growth and Income. This Fund seeks income and long-term growth of capital and income.

Strategic Stock Portfolio. This Fund seeks above average total return through a combination of potential capital appreciation and dividend income consistent with the preservation of invested capital.

Asset Allocation Portfolio. This Fund seeks high total investment return consistent with prudent investment risk through a fully managed investment policy utilizing equity securities as well as investment grade intermediate and long-term debt securities and money market securities. Total investment return consists of current income (including dividends, interest and discount accruals) and capital appreciation or depreciation.

MFS® Variable Insurance Trust^SM

New Discovery Series. This Fund seeks to provide capital appreciation.

Emerging Growth Series. This Fund seeks to provide long-term growth of capital.

Research Series. This Fund seeks to provide long-term growth of capital and future income.

Growth Series. This Fund seeks long-term growth of capital and future income rather than current income by investing primarily in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts for those securities of companies the Fund's investment advisor believes offer better than average prospects for long-term growth.

Growth With Income Series. This Fund seeks to provide reasonable current income and long-term growth of capital and income.

Utilities Series. This Fund seeks to provide capital growth and current income above that available from a portfolio invested entirely in equity securities.

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.

Oppenheimer Variable Account Funds

Aggressive Growth Fund/VA. This Fund seeks capital appreciation.

Global Securities Fund/VA. This Fund seeks long-term capital appreciation by investing in securities of foreign issuers, "growth-type" companies and cyclical industries.

Capital Appreciation Fund/VA. This Fund seeks to achieve long-term capital appreciation by investing in securities of well-known established companies.

Main Street Growth & Income Fund/VA. 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. The Fund invests mainly in common stocks of U.S. companies.

High Income Fund/VA. This Fund seeks a high level of current income from investment in high yield fixed-income securities.

Money Fund/VA. This Fund seeks to maximize current income from investments in "money market" securities consistent with low capital risk and the maintenance of liquidity. An investment in the Money Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

Strategic Bond Fund/VA. 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.

Calvert Variable Series, Inc.

Social Small Cap Growth Portfolio. This Fund seeks to provide long-term capital appreciation by investing in the equity securities of companies that have small market capitalization.

Social Balanced Portfolio. This Fund seeks to achieve a competitive total return an actively managed, non-diversified portfolio of stocks, bonds, and money market instruments that offer income and capital growth opportunity and that satisfy the investment and social criteria.

Van Eck Worldwide Insurance Trust

Worldwide Hard Assets Fund. This Fund seeks long-term capital appreciation by investing primarily in "Hard Asset Securities". Hard Asset Securities are the stocks, bonds and other securities of companies that derive at least 50% of gross revenue or profit from the exploration, development, production or distribution of (together "Hard Assets"):

•: (i) precious metals,
•: (ii) natural resources,
•: (iii) real estate; and
•: (iv) commodities.

Worldwide Real Estate Fund. This Fund seeks a high return by investing in equity securities of companies that own real estate or that principally do business in real estate.

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 of 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.

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

Other Information about the Funds

Each Fund sells its shares to the Variable Account under a participation agreement between the appropriate investment company and Protective Life. The termination provisions of these agreements vary. The Variable Account would not be able to purchase additional shares of a Fund if the participation agreement relating to the Fund terminates. Owners would not be able to allocate assets in the Variable Account or premiums 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 premiums 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 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 and its affiliates) in the Funds managed by that manager or adviser. These fees are in consideration for administrative services provided to the Funds by Protective Life and its affiliates. Payment of fees by managers or advisers under these agreements do not increase the fees or expenses paid by the Funds or their shareholders pay.

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 and its subsidiary Protective Life and Annuity Insurance Company. 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 policies. In addition, upon obtaining regulatory approval, PIC may sell shares to certain retirement plans qualifying under Section 401 of the Internal Revenue Code. Protective Life currently does not forsee any disadvantages to Owners that would arise from the possible sale of shares to support its variable annuity contracts or 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 policies 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 PIC's response to any such conflicts does not provide enough protection for Owners, it will take appropriate action on its own, including withdrawing the Variable Account's investment in the Fund. (See the PIC prospectus for more detail.)

Shares of the Van Kampen Funds, Oppenheimer Funds, MFS Funds, Calvert Funds and Van Eck Funds are sold to separate accounts of insurance companies, which may or may not be affiliated with Protective Life or each other, a practice known as "shared funding." They may also be sold to separate accounts to serve as the underlying investment for both variable annuity contracts and variable life insurance policies, a practice known as "mixed funding." Shares of some of these Funds may also be sold to certain qualified pension and retirement plans. As a result, there is a possibility that a material conflict may arise among and between the interests of Policy Owners and other of the Fund's various investors. In the event of any such material conflicts, Protective Life will consider what action may be appropriate, including removing the Fund from the Variable Account or replacing the Fund with another fund. As is the case with PIC, the board of directors (or trustees) of each of the Van Kampen Funds, Oppenheimer Funds, MFS Funds, Calvert Funds and Van Eck Funds monitors events related to their Funds to identify possible material irreconcilable conflicts among and between the interests of the Fund's various investors. There are certain risks associated with mixed and shared funding and with the sale of shares to qualified pension and retirement plans, as disclosed in each Fund's prospectus.

Addition, Deletion or Substitution of Investments

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

Protective Life also reserves the right to establish additional Sub-Accounts of the Variable Account, which would each invest in shares corresponding to a new Fund. Subject to applicable law and any required

SEC approval, Protective Life may establish new Sub-Accounts or eliminate one or more Sub-Accounts if marketing needs, tax considerations or investment conditions warrant. Any new Sub-Accounts may be made available to existing Owner(s).

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

Voting Rights

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

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

An Owner holds a voting interest in each Sub-Account to which Variable Policy Value is allocated under his or her Policy. Owners only have voting interests while the Insured is alive. The number of votes for which an Owner may give instructions is based on the Owner's percentage interest of a Sub-Account determined as of the date established by the Fund for determining shareholders eligible to vote at the 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 and at least the minimum initial premium payment through a licensed representative of Protective Life who is also a registered representative of a broker-dealer having a distribution agreement with Investment Distributors, Inc. ("IDI"). See "Premiums," below. Protective Life requires satisfactory evidence of the insurability, which may include a medical examination of the Insured. Generally, Protective Life will issue a Policy covering an Insured up to age 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 may 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.

Insurance coverage under a Policy begins on the Policy Effective Date. Temporary life insurance coverage also may be provided under the terms of a temporary insurance agreement. Under such agreements, the total amount of insurance which may become effective prior to delivery of the Policy may not exceed $500,000 (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 Policy Effective Date and the calculation of the No-Lapse Guarantee will include the Minimum Monthly Premium for the backdated period.

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

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 the sum of

(1): the difference between premiums paid and amounts allocated to the Fixed Account or the Variable Account,
(2): Fixed Account Value determined as of the date the returned Policy is received, and
(3): Variable Account Value determined as of the date the returned Policy is received.

This amount may be more or less than the aggregate premiums paid. In states where required, Protective Life will refund premiums paid.

Premiums

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

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

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

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

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

Additional limitations apply to premiums. Premium payments must be at least $150 ($50 if paid monthly by a pre-authorized payment arrangement) and must be remitted to the Home Office. (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 premiums paid under a Policy may not exceed guideline premium payment limitations for life insurance policies set forth in the Internal Revenue 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 Internal Revenue Code. (See "Tax Considerations".)

No-Lapse Guarantee. In return for paying the Minimum Monthly Premium specified in the Policy or an amount equivalent thereto by the Monthly Anniversary Day, Protective Life guarantees that a Policy and its associated riders and endorsements will remain in force. This provision remains in effect during the first 15 Policy Years (if the Insured's Issue Age is 0 through 39), during the first 10 Policy Years (if the Insured's Issue Age is 40 through 64), or during the first 5 Policy Years (for Insured's Issue Age 65 and above) 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 is calculated for each Policy based on the age, sex and rate class of the Insured, the requested Face Amount and any supplemental riders. We will not notify you in the event the No-Lapse Guarantee is no longer in effect.

If you increase your Policy's Face Amount or change the Death Benefit option 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 Policy Effective Date. However, upon an increase in Face Amount, Protective Life will recalculate the Minimum Monthly Premium, which will generally also increase. Any other change in benefits provided under this Policy or its riders which is made after the Policy Effective Date and during the period of the No-Lapse Guarantee also may result in a change to the Minimum Monthly Premium. 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 premiums 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 Premiums are to be allocated to the Sub-Accounts and/or to the Fixed Account. These allocation instructions apply to both initial and subsequent Net Premiums. Owners may change the allocation instructions in effect at any time by written notice to Protective Life at the Home Office. Whole percentages must be used. The sum of the allocations to the Sub-Accounts and the Fixed Account must be equal to 100% of any Net Premiums. Protective Life reserves the right to establish (i) a limitation on the number of Sub-Accounts to which Net Premiums may be allocated and/or (ii) a minimum allocation requirement for the Sub-Accounts and the Fixed Account.

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

Planned periodic premiums and unscheduled premiums not requiring additional underwriting will be credited to the Policy and the Net Premiums will be invested as requested on the Valuation Date they are received by the Home Office. However, any premium paid 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 will be reallocated in accordance to your allocation instructions then in effect. If an additional premium payment is rejected, Protective Life will return the premium immediately, without any adjustment for investment experience.

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

Policy Lapse and Reinstatement

Lapse. Unlike a conventional life insurance policy, failure to pay planned periodic premiums will not necessarily cause a Policy to lapse. Conversely, paying all planned periodic premiums will not necessarily prevent a Policy from lapsing. Except when the No-Lapse Guarantee is in effect, a Policy will lapse if its Surrender Value is insufficient to cover the Monthly Deduction (See "Monthly Deduction") on the Monthly Anniversary Day.

If the Surrender 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 Surrender Value or the Surrender Value has decreased because you have not paid sufficient Net Premiums to offset prior Monthly Deductions.

In the event of a Policy default, the Owner has a 61-day grace period to make a payment of Net Premium at least sufficient to cover the current and past-due Monthly Deductions. Protective Life will send to the Owner, at the last known address and the last known address of any assignee of record, notice of the premium 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 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 received by Protective Life at the Home Office, (2) the Insured is still living, (3) the Owner pays Net Premiums equal to (a) all Monthly Deductions that were due but unpaid during the grace period, and (b) which are at least sufficient to keep the reinstated Policy in force for three months, (4) the Insured provides Protective Life with satisfactory evidence of insurability,

(5) the Owner repays or reinstates any Policy Debt or lien which existed at the end of the grace period; and (6) the Policy has not been surrendered. The "Approval Date" of a reinstated Policy is the date that Protective Life approves the Owner's request for reinstatement and requirements 1-6 above have been met.

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

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

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

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

(1): is the result of:

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.

Fixed Account Value

The Fixed Account Value under a Policy at any time is equal to: (1) the Net Premium(s) allocated to the Fixed Account, plus (2) amounts transferred to the Fixed Account, plus (3) interest credited to the Fixed Account, less (4) transfers from the Fixed Account (including any transfer fees deducted), less (5) withdrawals from the Fixed Account (including any withdrawal charges deducted), less (6) surrender charges deducted in the event of a decrease in 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 to Protective Life at the Home Office 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 amount in any Sub-Account or the Fixed Account from which the transfer is made. If, after the transfer, the amount remaining in a Sub-Account(s) or the Fixed Account would be less than $100, Protective Life reserves the right to transfer the entire amount instead of the requested amount. Protective Life reserves the right to restrict the maximum amount which may be transferred from the Fixed Account in any Policy Year. The maximum is currently the greater of $2,500, or 25% of the Fixed Account Value. 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 confirm of all transfer instructions communicated by telephone. For telephone transfers we require a form of personal identification prior to acting on instructions received by telephone. We also make a tape-recording of the instructions given by telephone. If we follow these procedures we are not liable for any losses due to unauthorized or fraudulent instructions. Protective Life reserves the right to suspend telephone transfer privileges at any time for any class of Policies.

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 at the Home Office, 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, Policy Value in the source Sub-Account 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 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 6 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 Day.

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 Policy Value in the source Sub-Account or the Fixed Account is depleted, (3) the Owner, by written notice received by Protective Life at the Home Office, instructs Protective Life to cease the automatic transfers, (4) a grace

period begins under the Policy, or (5) the maximum amount of Policy Value has been transferred under a dollar-cost averaging election.

Automatic transfers made to facilitate dollar-cost averaging will not count toward the 12 transfers permitted each Policy Year if Protective Life elects to limit the number of transfers or impose the transfer fee. Protective Life reserves the right to discontinue offering automatic dollar-cost averaging transfers upon 30 days' written notice 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 premium allocation instructions in effect at the time of rebalancing. Any allocation instructions that you give us that differ from your then current Net Premium allocation instructions will be deemed to be a request to change your Net Premium allocation. Portfolio Rebalancing may commence on any day of the month that you request 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 received by Protective Life at the Home Office, or by telephone if you have previously authorized us to take telephone instructions. If Protective Life elects to limit the number of transfers or impose the transfer fee Portfolio Rebalancing transfers will not count as one of the 12 free transfers available during any Policy Year. Protective Life reserves the right to assess a processing fee for this service or to discontinue Portfolio Rebalancing upon 30 days' written notice to the Owner.

Policy Value Credit

Subject to the conditions described below, on the tenth Policy Anniversary and on each Policy Anniversary thereafter, the Company will make a credit to the Policy's Policy Value. The amount of the credit depends on the unloaned Policy Value on the appropriate Policy Anniversary. On Policy Anniversaries as of which unloaned Policy Value is at least $50,000 but less than $500,000, the credit is equal to .50% of the unloaned Policy Value. On Policy Anniversaries as of which the unloaned Policy Value is equal to or greater than $500,000, the credit is equal to 1% of the unloaned Policy Value. No credit is made on Policy Anniversaries as of which unloaned Policy Value is less than $50,000 or on Policy Anniversaries one through nine. In addition, the Company will only make the credit on Policy Anniversaries as of which the current annual effective interest rate being credited to Fixed Account Value exceeds the guaranteed annual effective interest rate shown in the Policy.

When made, the Company will allocate credits to Policy Value among the various Sub-Accounts and the Fixed Account in accordance with the Owner's allocation instructions for Net Premiums. Credits to Policy Value are not subject to the premium expense charge or the surrender charge and are not treated as Net Premium for tax purposes.

Surrender Privilege

At any time while the Policy is still in force and while the Insured is still living and the Policy is still in force, you may surrender your Policy for its Surrender Value. Surrender Value is determined as of the end of the Valuation Period during which the written notice requesting the surrender, the Policy and any other required documents are received by Protective Life at the Home Office. A Surrender Charge may apply. (See "Surrender Charges".) The Surrender Value is paid in a lump sum unless the Owner requests

payment under a settlement option. (See "Settlement Options".) Payment is generally made within 7 calendar days. (See "Suspension or Delay of Payments", and "Payments from the Fixed Account".) A Policy which terminates upon surrender cannot later be reinstated.

Withdrawal Privilege

At any time after the first Policy Year, an Owner, by written notice received at the Home Office, may make a withdrawal of Surrender Value not less than $500. Protective Life will withdraw the amount requested, plus a withdrawal charge, from Policy Value as of the end of the Valuation Period during which the written request is received. (See "Withdrawal Charge".)

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 total unloaned 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 A is in effect, Protective Life reserves the right to reduce the Face Amount by the withdrawn amount. Protective Life may reject a withdrawal request if the withdrawal would reduce the Face Amount below the minimum amount for which the Policy would be issued under Protective Life's then-current rules, or if the withdrawal would cause the Policy to fail to qualify as a life insurance contract under applicable tax laws, as interpreted by Protective Life. If the Face Amount at the time of the withdrawal includes increases from the Initial Face Amount and the withdrawal requires a decrease of Face Amount, the reduction is made first from the most recent increase, then from prior increases, if any, in reverse order of their being made and finally from the Initial Face Amount.

Policy Loans

General. After the first Policy Anniversary and while the Insured is still living, an Owner may borrow from Protective Life using the Policy as the security for the loan. Policy loans must be requested by written notice received at the Home Office. The minimum amount of any loan is $500. 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 can specify the Sub-Accounts and the Fixed Account from which collateral is transferred to the Loan Account. If no allocation is specified, collateral is transferred from each Sub-Account and from the Fixed Account in the same proportion that the value in each Sub-Account and the Fixed Account bears to the total unloaned Policy Value on the date that the loan is made.

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

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

Interest. During Policy Years 2 through 10, 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 currently charges interest daily on any outstanding loan at an effective annual rate of 4.0% (with a maximum guaranteed rate of 4.25%). 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 net cost of a loan is 2.0% per year during Policy Years 2 through 10, and currently 0.00% 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. The interest is transferred and allocated to the Sub-Accounts and the Fixed Account in the same proportion that Net Premiums are allocated.

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 Value because the investment results of the Sub-Accounts and current interest rates credited on Fixed Account Value do not apply to Policy Value in the Loan Account. The larger the loan and longer the loan is outstanding, the greater will be the effect of Policy Value held as collateral in the Loan Account. (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. In addition, if your Policy is a "modified endowment contract," loans may be currently taxable and subject to a 10% penalty tax. See "Tax Considerations," for a discussion of the tax treatment of Policy loans.

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 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 settlement option. (See "Settlement 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 benefits under any supplemental riders or endorsements, minus (1) any Policy Debt on that date, (2) any liens for payments made under an accelerated death benefit rider or endorsement plus accrued interest and, (3) any past due Monthly Deductions if the Insured died during a grace period. 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. At the time of application, the Policy Owner may choose one of two Death Benefit Options for use in determining the Death Benefit. Under Death Benefit Option A, 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 such date. Under Death Benefit Option B, 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 such date.

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

Changing the Death Benefit Option. On or after the first Policy Anniversary, the Owner may change the Death Benefit option on the Policy subject to the following rules. After any change, the Face Amount must be at least $100,000. The effective date of the change will be the Monthly Anniversary Day that coincides with or next follows the day that Protective Life approves the request. Protective Life may require satisfactory evidence of insurability. All changes must be approved by Protective Life at the Home Office before they will be effective.

When a change from Option A to Option B is made, the Face Amount after the change is effected will be equal to the Face Amount before the change less the Policy Value on the effective date of the change. When a change from Option B to Option A is made, the Face Amount after the change will be equal to the Face Amount before the change is effected plus the Policy Value on the effective date of the change.

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

Increasing the Face Amount. Any increase in the Face Amount must be at least $10,000 and an application must be submitted. 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 premiums

may be advisable. (See "Premiums Upon Increase in Face Amount".) The increase in Face Amount will become effective as of the date shown on the supplemental Policy Specifications Page (which will be sent to you), and the Policy Value will be adjusted to the extent necessary to reflect a Monthly Deduction as of the effective date based on the increase in Face Amount. When the No-Lapse Guarantee is in effect, the Policy's Minimum Monthly Premium amount will also generally be increased. (See "No-Lapse Guarantee," and "Premiums Upon Increase in Face Amount".)

The Cancellation Period under Policy's cancellation privilege applies to increases in Face Amount. Therefore, the Owner may exercise the privilege by cancelling any increase in Face Amount within the period. In such case, unless the Owner requests otherwise, an amount will be refunded (i.e., credited back to the Policy Value) as described above except that if no additional premiums were required in connection with the Face Amount increase, then the amount refunded is limited to that portion of the first Monthly Deduction following the increase that is attributable to cost of insurance charges for the increase and the monthly administration fee for the increase. (See "Cancellation Privilege".)

Decreasing the Face Amount. If a decrease in the Face Amount would result in total premiums paid exceeding the premium limitation prescribed under current tax law to qualify your Policy as a life insurance contract, Protective Life will immediately return to you the amount of such excess above the premium limitation.

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

The Face Amount after any decrease must be at least $100,000. Protective Life reserves the right to prohibit any decrease in Face Amount (1) for 3 years following an increase in Face Amount; and (2) 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. Decreasing the Face Amount also may have tax consequences. (See "Tax Considerations".) However, if the Face Amount is decreased during the first 10 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 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 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 the Face Amount of the Policy or the 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 or death, other than in a lump sum. These alternative settlement options are summarized below. Any sales representative authorized to sell this Policy can further explain these settlement options upon request. All of these settlement options are forms of fixed-benefit annuities (except Option 3) which do not vary with the investment performance of a separate account. Under each settlement 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 received by Protective Life at the Home Office. The Owner may elect settlement options during the Insured's lifetime; beneficiaries may elect settlement options thereafter if Death Benefit Proceeds are payable in a lump sum. The effective date of an option applied to Death Benefit Proceeds is the date the due proof of death of the Insured is received at the Home Office. The effective date of an option applied to Surrender Value is effective date of the surrender.

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

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.

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

After an interest rate guarantee expires as to a Net Premium or amount transferred, (i.e., 12 months after the Net Premium or transfer is placed in the Fixed Account) Protective Life will credit interest on the Fixed Account Value attributable to such Net Premium or transferred amount at the current interest rate in effect. New current interest rates are effective for such Fixed Account Value for 12 months from the time that they are first applied. Protective Life, in its sole discretion, may declare a new current interest rate from time to time. 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 Charge

The premium expense charge compensates Protective Life for certain sales and tax expenses associated with the Policies and the Variable Account. The premium expense charge is equal to 5% of each premium.

Monthly Deduction

As of the Policy Effective Date, Protective Life will deduct the first 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 riders ("supplemental charges"), as described below. Except for the mortality and expense risk charge, the Monthly Deduction is deducted from the Sub-Accounts and the Fixed Account pro-rata on the basis of the relative Policy Value. The mortality and expense risk charge will reduce only the Sub-Account Value.

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 charge for each increment of Face Amount is calculated separately to the extent a different cost of insurance rate applies.

Where, as in Death Benefit Option A, 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 a decrease in Face Amount after an increase, the decrease is applied first to decrease any prior increases in Face Amount, starting with the most recent increase.

Cost of Insurance Rates. The cost of insurance rate for a Policy is based on and varies with the Issue Age, 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: Preferred (ages 18-75) or Nonsmoker (ages 0-75), or Tobacco (ages 15-75) or Smoker (ages 15-75), and substandard rate classes, which involve a higher mortality risk than the Smoker, Tobacco or Nonsmoker classes. Protective Life guarantees that the cost of insurance rates used to calculate the monthly cost of insurance charge will not exceed the maximum cost of insurance rates set forth in the Policies. The guaranteed rates for standard classes are based on the 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.

Cost of insurance rates (whether guaranteed or current) for an Insured in a nonsmoker standard class are generally 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.

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

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

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

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, where applicable. In the case of a guaranteed option, the Insured's rate class for an increase will be the class in effect when the guaranteed option rider was issued.

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, premiums 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 billing and collection, recordkeeping, processing death benefit claims, Policy loans, Policy changes, financial reporting and overhead costs, processing applications and establishing Policy records. The monthly administration fee is a flat charge of $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 increase, based on the amount of the increase. The monthly administration charge for an increase is equal to a fee per $1,000 of increase in face amount, which varies depending on Issue Age, sex, and rate classification of the Insured and is set forth in your Policy. Representative administration charges per $1,000 of increase for an Insured male non-smoker at each specified Issue Age are set forth below:

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

Supplemental Rider Charges. Protective Life deducts a monthly charge for any riders as part of the Monthly Deduction. (See "Supplemental Riders".)

Mortality and Expense Risk Charge. This charge compensates Protective Life for the mortality risk it assumes which is that the cost of insurance charges are insufficient to meet actual death benefit claims. 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. Protective Life reserves the right to

charge less than the maximum charge. In Policy Years 11 and thereafter, there is currently no monthly mortality and expense risk 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)

A surrender charge, which is a contingent deferred sales charge, is deducted from the Policy Value if, during the first ten (10) Policy Years: (1) the Policy is surrendered; (2) the Policy lapses at the end of a grace period or (3) the Initial Face Amount is reduced. The surrender charge is deducted before any Surrender Value is paid.

The surrender charge varies depending on Issue Age, sex and rate classification of the Insured and is set forth in your Policy. Representative surrender charges per $1,000 of Initial Face Amount for the first Policy Year for an Insured male non-smoker at each specified Issue Age are set forth below. The surrender charge decreases over the ten-year period. For a decrease in the Initial Face Amount, the charge shown is per $1,000 of decrease.

Issue Age	Surrender Charge (First Year) per $1,000 of Initial Face Amount
30	$	18.50
35		20.50
40		23.00
45		26.25
50		30.50
55		36.25
60		44.00
65		54.50
70		57.75
75		57.25

After the 10th Policy Year, there is no surrender charge for the Initial Face Amount.

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 premium expense charge for this purpose from each premium paid. (See "Premium Expense Charge".)

Protective Life reserves the right to charge less than the Maximum Surrender Charge.

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. 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 each of 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 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 4.5%) is guaranteed, the Company in the past has credited interest at higher rates. Accordingly, policy values under the Existing Life Policies reflect changing current interest rates and do not vary with the investment performance of a Variable Account.

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.

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.

	Existing Life Policy	Policy
Sales Charges/Premium Expense Charge	Ranges from 0% to 12% of premium payments in all policy years. The premium expense charge can vary by age.	5% of each premium payment in all Policy Years
Administrative Fees	Ranges from $4 to $5 monthly.	$8 per month in all Policy Years
Mortality and Expense Charges	None	A monthly charge equal to .075% multiplied by the Variable Account Value, which is equivalent to annual rate of .90% of such amount during Policy Years 1-10; there is currently no charge in Policy Years 11 and thereafter.
Withdrawal Charges	$25	The lesser of $25 or 2% of the withdrawal amount requested.
Monthly Deductions	A monthly deduction consisting of: (1) cost of insurance charges (2) administrative fees (see above) (3) any charges for supplemental riders. (applies to Existing Life Policies which are universal life plans)	A monthly deduction consisting of: (1) cost of insurance charges (2) administrative fees (see above) (3) monthly mortality and expense charges (see above) and (4) any charges for supplemental riders.
Surrender Charges	Surrender charges vary by policy type and are incurred during a surrender charge period which ranges from 0 years up to 19 years.	A declining deferred sales charge per $1,000 of Initial Face Amount is assessed on surrender charges during the first 10 Policy Years.
Guaranteed Interest Rate	Ranges from 4% to 5%.	Only Fixed Account : 4%.

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 if available with the Policy. Evidence of insurability may be required. An increase or addition of riders will require full evidence of insurability.

3. The Contestable and Suicide provisions in the Policy will begin again as of the effective date of the exchange, if evidence of insurability is required. If evidence of insurability is not required on the exchange, the Contestable and Suicide provisions will not begin again.

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

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

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

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 0.93% of the average daily net assets of the Funds available under the Policies. 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 (currently there is no mortality and expense risk charge in Policy Years 11 and thereafter). 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 for Policy Years 1-10 of -1.83%, 4.17% and 10.17%, respectively and for Policy Years 11 and thereafter -.93%, 5.07% and 11.07%, respectively.

The illustrations also reflect the deduction of the Premium Expense Charge, 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, liens or charges for supplemental riders.

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.

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

			0% Hypothetical Gross Investment Returns			6% Hypothetical Gross Investment Returns			12% Hypothetical Gross Investment Returns
		Premium Accumulated at 5% Interest Per Year
	End of Policy Year
Age	End of Policy Year		Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit
46	1	1,890	1,260	0	100,000	1,348	0	100,000	1,437	0	100,000
47	2	3,875	2,476	0	100,000	2,731	31	100,000	2,997	297	100,000
48	3	5,958	3,647	997	100,000	4,148	1,498	100,000	4,692	2,042	100,000
49	4	8,146	4,772	2,147	100,000	5,599	2,974	100,000	6,534	3,909	100,000
50	5	10,443	5,849	3,274	100,000	7,084	4,509	100,000	8,537	5,962	100,000
51	6	12,856	6,877	4,327	100,000	8,602	6,052	100,000	10,716	8,166	100,000
52	7	15,388	7,851	5,351	100,000	10,150	7,650	100,000	13,086	10,586	100,000
53	8	18,048	8,766	6,806	100,000	11,724	9,764	100,000	15,662	13,702	100,000
54	9	20,840	9,619	8,419	100,000	13,322	12,122	100,000	18,466	17,266	100,000
55	10	23,772	10,755	10,042	100,000	15,286	14,573	100,000	21,850	21,137	100,000
56	11	26,851	11,949	11,949	100,000	17,462	17,462	100,000	25,787	25,787	100,000
57	12	30,083	13,086	13,086	100,000	19,709	19,709	100,000	30,133	30,133	100,000
58	13	33,478	14,150	14,150	100,000	22,016	22,016	100,000	34,923	34,923	100,000
59	14	37,041	15,144	15,144	100,000	24,392	24,392	100,000	40,219	40,219	100,000
60	15	40,783	16,058	16,058	100,000	26,832	26,832	100,000	46,080	46,080	100,000
61	16	44,713	16,859	16,859	100,000	29,315	29,315	100,000	52,824	52,824	100,000
62	17	48,838	17,581	17,581	100,000	31,877	31,877	100,000	60,369	60,369	100,000
63	18	53,170	18,217	18,217	100,000	34,522	34,522	100,000	68,826	68,826	100,000
64	19	57,719	18,759	18,759	100,000	37,252	37,252	100,000	78,328	78,328	100,000
65	20	62,495	19,199	19,199	100,000	40,072	40,072	100,000	88,994	88,994	106,793
66	21	67,509	19,711	19,711	100,000	43,124	43,124	100,000	100,915	100,915	120,089
67	22	72,775	20,120	20,120	100,000	46,295	46,295	100,000	114,175	114,175	134,727
68	23	78,304	20,415	20,415	100,000	49,591	49,591	100,000	128,924	128,924	150,841
69	24	84,109	20,583	20,583	100,000	53,290	53,290	100,000	145,325	145,325	168,577
70	25	90,204	20,609	20,609	100,000	57,174	57,174	100,000	163,562	163,562	188,097
71	26	96,604	20,477	20,477	100,000	61,266	61,266	100,000	183,839	183,839	207,738
72	27	103,325	20,171	20,171	100,000	65,592	65,592	100,000	206,429	206,429	229,136
73	28	110,381	19,673	19,673	100,000	70,183	70,183	100,000	231,614	231,614	252,460
74	29	117,790	18,983	18,983	100,000	75,087	75,087	100,000	259,725	259,725	277,906
75	30	125,569	18,051	18,051	100,000	80,341	80,341	100,000	291,125	291,125	305,682
76	31	133,738	16,839	16,839	100,000	86,002	86,002	100,000	326,244	326,244	342,557
77	32	142,315	15,304	15,304	100,000	92,139	92,139	100,000	365,318	365,318	383,584
78	33	151,321	13,426	13,426	100,000	98,797	98,797	103,737	408,783	408,783	429,222
79	34	160,777	11,110	11,110	100,000	105,799	105,799	111,089	457,107	457,107	479,962
80	35	170,705	8,331	8,331	100,000	113,153	113,153	118,810	513,363	513,363	539,031
81	36	181,131	4,961	4,961	100,000	120,868	120,868	126,911	576,172	576,172	604,981
82	37	192,077	893	893	100,000	128,957	128,957	135,405	646,264	646,264	678,577
83	38	203,571	*	*	*	137,437	137,437	144,309	724,471	724,471	760,695
84	39	215,640	*	*	*	146,317	146,317	153,633	811,665	811,665	852,248
85	40	228,312	*	*	*	155,612	155,612	163,393	908,852	908,852	954,295
86	41	241,617	*	*	*	165,326	165,326	173,592	1,017,068	1,017,068	1,067,921
87	42	255,588	*	*	*	175,471	175,471	184,245	1,137,506	1,137,506	1,194,382
88	43	270,257	*	*	*	186,055	186,055	195,358	1,271,452	1,271,452	1,335,025
89	44	285,660	*	*	*	197,085	197,085	206,939	1,420,306	1,420,306	1,491,322
90	45	301,833	*	*	*	208,567	208,567	218,995	1,585,607	1,585,607	1,664,887
91	46	318,815	*	*	*	220,508	220,508	229,328	1,769,045	1,769,045	1,839,807
92	47	336,646	*	*	*	233,246	233,246	240,243	1,975,278	1,975,278	2,034,536
93	48	355,368	*	*	*	246,891	246,891	251,829	2,207,750	2,207,750	2,251,905
94	49	375,026	*	*	*	261,572	261,572	264,187	2,470,552	2,470,552	2,495,257
95	50	395,668	*	*	*	277,439	277,439	277,439	2,768,558	2,768,558	2,768,558
96	51	417,341	*	*	*	294,669	294,669	294,669	3,107,603	3,107,603	3,107,603
97	52	440,098	*	*	*	312,864	312,864	312,864	3,487,947	3,487,947	3,487,947
98	53	463,993	*	*	*	332,076	332,076	332,076	3,914,619	3,914,619	3,914,619
99	54	489,083	*	*	*	352,364	352,364	352,364	4,393,262	4,393,262	4,393,262
100	55	515,427	*	*	*	373,786	373,786	373,786	4,930,208	4,930,208	4,930,208

*: In the absence of an additional premium, the Policy would lapse.

The illustration above is based on the following assumptions:

(1): Assumes that no Policy loans have been made.
(2): Current values reflect applicable premium expense charge, current cost of insurance rates, a monthly administration charge of $8.00 per month in all policy years, and a monthly mortality and expense risk charge equal to 0.075% 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 no mortality and expense risk charge in Policy Years 11 and thereafter.
(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 payment is made at the beginning of the 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.

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

			0% Hypothetical Gross Investment Returns			6% Hypothetical Gross Investment Returns			12% Hypothetical Gross Investment Returns
		Premium Accumulated at 5% Interest Per Year
	End of Policy Year
Age	End of Policy Year		Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit
46	1	1,890	1,260	0	100,000	1,349	0	100,000	1,437	0	100,000
47	2	3,875	2,476	0	100,000	2,731	31	100,000	2,997	297	100,000
48	3	5,958	3,647	997	100,000	4,148	1,498	100,000	4,691	2,041	100,000
49	4	8,146	4,771	2,146	100,000	5,599	2,974	100,000	6,533	3,908	100,000
50	5	10,443	5,848	3,273	100,000	7,082	4,507	100,000	8,535	5,960	100,000
51	6	12,856	6,875	4,325	100,000	8,600	6,050	100,000	10,714	8,164	100,000
52	7	15,388	7,849	5,349	100,000	10,148	7,648	100,000	13,084	10,584	100,000
53	8	18,048	8,765	6,805	100,000	11,722	9,762	100,000	15,660	13,700	100,000
54	9	20,840	9,618	8,418	100,000	13,321	12,121	100,000	18,464	17,264	100,000
55	10	23,772	10,403	9,690	100,000	14,938	14,225	100,000	21,515	20,802	100,000
56	11	26,851	11,115	11,115	100,000	16,573	16,573	100,000	24,839	24,839	100,000
57	12	30,083	11,749	11,749	100,000	18,220	18,220	100,000	28,464	28,464	100,000
58	13	33,478	12,303	12,303	100,000	19,879	19,879	100,000	32,426	32,426	100,000
59	14	37,041	12,772	12,772	100,000	21,549	21,549	100,000	36,766	36,766	100,000
60	15	40,783	13,148	13,148	100,000	23,224	23,224	100,000	41,527	41,527	100,000
61	16	44,713	13,421	13,421	100,000	24,897	24,897	100,000	46,759	46,759	100,000
62	17	48,838	13,582	13,582	100,000	26,564	26,564	100,000	52,524	52,524	100,000
63	18	53,170	13,616	13,616	100,000	28,215	28,215	100,000	58,890	58,890	100,000
64	19	57,719	13,506	13,506	100,000	29,839	29,839	100,000	65,940	65,940	100,000
65	20	62,495	13,233	13,233	100,000	31,424	31,424	100,000	73,775	73,775	100,000
66	21	67,509	12,778	12,778	100,000	32,961	32,961	100,000	82,518	82,518	100,000
67	22	72,775	12,125	12,125	100,000	34,443	34,443	100,000	92,202	92,202	108,798
68	23	78,304	11,254	11,254	100,000	35,860	35,860	100,000	102,792	102,792	120,266
69	24	84,109	10,142	10,142	100,000	37,203	37,203	100,000	114,373	114,373	132,672
70	25	90,204	8,759	8,759	100,000	38,459	38,459	100,000	127,036	127,036	146,092
71	26	96,604	7,060	7,060	100,000	39,606	39,606	100,000	140,881	140,881	159,196
72	27	103,325	4,931	4,931	100,000	40,580	40,580	100,000	156,063	156,063	173,230
73	28	110,381	2,406	2,406	100,000	41,413	41,413	100,000	172,755	172,755	188,303
74	29	117,790	*	*	*	42,026	42,026	100,000	191,121	191,121	204,499
75	30	125,569	*	*	*	42,368	42,368	100,000	211,370	211,370	221,938
76	31	133,738	*	*	*	42,393	42,393	100,000	233,755	233,755	245,443
77	32	142,315	*	*	*	42,046	42,046	100,000	258,242	258,242	271,154
78	33	151,321	*	*	*	41,259	41,259	100,000	285,013	285,013	299,263
79	34	160,777	*	*	*	39,955	39,955	100,000	314,266	314,266	329,980
80	35	170,705	*	*	*	38,020	38,020	100,000	346,214	346,214	363,524
81	36	181,131	*	*	*	35,293	35,293	100,000	381,075	381,075	400,129
82	37	192,077	*	*	*	31,547	31,547	100,000	419,080	419,080	440,034
83	38	203,571	*	*	*	26,465	26,465	100,000	460,464	460,464	483,487
84	39	215,640	*	*	*	19,608	19,608	100,000	505,470	505,470	530,744
85	40	228,312	*	*	*	10,387	10,387	100,000	554,354	554,354	582,072
86	41	241,617	*	*	*	*	*	*	607,387	607,387	637,757
87	42	255,588	*	*	*	*	*	*	664,862	664,862	698,105
88	43	270,257	*	*	*	*	*	*	727,086	727,086	763,440
89	44	285,660	*	*	*	*	*	*	794,391	794,391	834,110
90	45	301,833	*	*	*	*	*	*	867,118	867,118	910,474
91	46	318,815	*	*	*	*	*	*	945,613	945,613	983,438
92	47	336,646	*	*	*	*	*	*	1,032,695	1,032,695	1,063,676
93	48	355,368	*	*	*	*	*	*	1,129,750	1,129,750	1,152,345
94	49	375,026	*	*	*	*	*	*	1,238,460	1,238,460	1,250,844
95	50	395,668	*	*	*	*	*	*	1,360,887	1,360,887	1,360,887
96	51	417,341	*	*	*	*	*	*	1,499,771	1,499,771	1,499,771
97	52	440,098	*	*	*	*	*	*	1,652,646	1,652,646	1,652,646
98	53	463,993	*	*	*	*	*	*	1,820,923	1,820,923	1,820,923
99	54	489,083	*	*	*	*	*	*	2,006,152	2,006,152	2,006,152
100	55	515,427	*	*	*	*	*	*	2,210,043	2,210,043	2,210,043

*: In the absence of an additional premium, the Policy would lapse.

The illustration above is based on the following assumptions:

(1): Assumes that no Policy loans have been made.
(2): Guaranteed values reflect applicable premium expense charge, guaranteed cost of insurance rates, a monthly administration charge of $8.00 per month in all policy years, and a monthly mortality and expense risk charge equal to 0.075% 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 payment is made at the beginning of the Policy Year. Values would be different if the premiums are paid with a different frequency or in different amounts.

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

			0% Hypothetical Gross Investment Returns			6% Hypothetical Gross Investment Returns			12% Hypothetical Gross Investment Returns
		Premium Accumulated at 5% Interest Per Year
	End of Policy Year
Age	End of Policy Year		Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit
46	1	4,200	3,307	582	103,307	3,519	794	103,519	3,732	1,007	103,732
47	2	8,610	6,528	3,828	106,528	7,157	4,457	107,157	7,812	5,112	107,812
48	3	13,241	9,663	7,013	109,663	10,916	8,266	110,916	12,273	9,623	112,273
49	4	18,103	12,709	10,084	112,709	14,799	12,174	114,799	17,151	14,526	117,151
50	5	23,208	15,666	13,091	115,666	18,806	16,231	118,806	22,484	19,909	122,484
51	6	28,568	18,532	15,982	118,532	22,940	20,390	122,940	28,315	25,765	128,315
52	7	34,196	21,302	18,802	121,302	27,200	24,700	127,200	34,687	32,187	134,687
53	8	40,106	23,971	22,011	123,971	31,584	29,624	131,584	41,646	39,686	141,646
54	9	46,312	26,536	25,336	126,536	36,090	34,890	136,090	49,247	48,047	149,247
55	10	52,827	29,383	28,670	129,383	41,122	40,409	141,122	58,253	57,540	158,253
56	11	59,669	32,431	32,431	132,431	46,742	46,742	146,742	68,793	68,793	168,793
57	12	66,852	35,394	35,394	135,394	52,851	52,851	152,851	80,498	80,498	180,498
58	13	74,395	38,251	38,251	138,251	59,221	59,221	159,221	93,479	93,479	193,479
59	14	82,314	41,004	41,004	141,004	65,866	65,866	165,866	107,886	107,886	207,886
60	15	90,630	43,639	43,639	143,639	72,788	72,788	172,788	123,870	123,870	223,870
61	16	99,361	46,118	46,118	146,118	79,961	79,961	179,961	141,571	141,571	241,571
62	17	108,530	48,479	48,479	148,479	87,436	87,436	187,436	161,228	161,228	261,228
63	18	118,156	50,966	50,966	150,966	95,220	95,220	195,220	183,057	183,057	283,057
64	19	128,264	53,325	53,325	153,325	103,319	103,319	203,319	207,301	207,301	307,301
65	20	138,877	55,545	55,545	155,545	111,738	111,738	211,738	234,225	234,225	334,225
66	21	150,021	57,845	57,845	157,845	120,719	120,719	220,719	264,373	264,373	364,373
67	22	161,722	60,002	60,002	160,002	130,067	130,067	230,067	297,886	297,886	397,886
68	23	174,008	62,003	62,003	162,003	139,787	139,787	239,787	335,139	335,139	435,139
69	24	186,908	63,833	63,833	163,833	149,882	149,882	249,882	376,549	376,549	476,549
70	25	200,454	65,473	65,473	165,473	160,354	160,354	260,354	422,580	422,580	522,580
71	26	214,677	66,905	66,905	166,905	171,205	171,205	271,205	473,748	473,748	573,748
72	27	229,610	68,112	68,112	168,112	182,438	182,438	282,438	533,271	533,271	633,271
73	28	245,291	69,076	69,076	169,076	194,054	194,054	294,054	599,792	599,792	699,792
74	29	261,755	69,807	69,807	169,807	206,083	206,083	306,083	674,170	674,170	774,170
75	30	279,043	70,250	70,250	170,250	218,491	218,491	318,491	757,303	757,303	857,303
76	31	297,195	70,375	70,375	170,375	231,266	231,266	331,266	850,223	850,223	950,223
77	32	316,255	70,145	70,145	170,145	244,392	244,392	344,392	954,084	954,084	1,054,084
78	33	336,268	69,566	69,566	169,566	257,889	257,889	357,889	1,070,220	1,070,220	1,170,220
79	34	357,281	68,557	68,557	168,557	271,695	271,695	371,695	1,200,040	1,200,040	1,300,040
80	35	379,345	67,130	67,130	167,130	285,839	285,839	385,839	1,345,222	1,345,222	1,445,222
81	36	402,513	65,196	65,196	165,196	300,243	300,243	400,243	1,507,539	1,507,539	1,607,539
82	37	426,838	62,714	62,714	162,714	314,879	314,879	414,879	1,689,031	1,689,031	1,789,031
83	38	452,380	59,713	59,713	159,713	329,787	329,787	429,787	1,892,065	1,892,065	1,992,065
84	39	479,199	56,091	56,091	156,091	344,874	344,874	444,874	2,119,081	2,119,081	2,225,035
85	40	507,359	51,860	51,860	151,860	360,161	360,161	460,161	2,372,237	2,372,237	2,490,849
86	41	536,927	46,645	46,645	146,645	375,509	375,509	475,509	2,654,120	2,654,120	2,786,827
87	42	567,973	40,696	40,696	140,696	390,904	390,904	490,904	2,967,840	2,967,840	3,116,232
88	43	600,572	33,957	33,957	133,957	406,283	406,283	506,283	3,316,740	3,316,740	3,482,577
89	44	634,801	26,369	26,369	126,369	421,577	421,577	521,577	3,704,473	3,704,473	3,889,697
90	45	670,741	17,887	17,887	117,887	436,724	436,724	536,724	4,135,042	4,135,042	4,341,794
91	46	708,478	8,482	8,482	108,482	451,681	451,681	551,681	4,612,852	4,612,852	4,797,367
92	47	748,102	*	*	*	466,454	466,454	566,454	5,150,041	5,150,041	5,304,542
93	48	789,707	*	*	*	481,002	481,002	581,002	5,755,584	5,755,584	5,870,696
94	49	833,392	*	*	*	495,283	495,283	595,283	6,440,135	6,440,135	6,540,135
95	50	879,262	*	*	*	511,783	511,783	611,783	7,210,453	7,210,453	7,310,453
96	51	927,425	*	*	*	528,144	528,144	628,144	8,073,415	8,073,415	8,173,415
97	52	977,996	*	*	*	544,325	544,325	644,325	9,040,276	9,040,276	9,140,276
98	53	1,031,096	*	*	*	560,287	560,287	660,287	10,123,659	10,123,659	10,223,659
99	54	1,086,850	*	*	*	575,984	575,984	675,984	11,337,726	11,337,726	11,437,726
100	55	1,145,393	*	*	*	591,368	591,368	691,368	12,698,362	12,698,362	12,798,362

*: In the absence of an additional premium, the Policy would lapse.

The illustration above is based on the following assumptions:

(1): Assumes that no Policy loans have been made.
(2): Current values reflect applicable premium expense charge, current cost of insurance rates, a monthly administration charge of $8.00 per month in all policy years, and a monthly mortality and expense risk charge equal to 0.075% 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 no mortality and expense risk charge in Policy Years 11 and thereafter.
(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 payment is made at the beginning of the Policy Year. Values would be different if the premiums are paid with a different frequency or in different amounts.

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

			0% Hypothetical Gross Investment Returns			6% Hypothetical Gross Investment Returns			12% Hypothetical Gross Investment Returns
		Premium Accumulated at 5% Interest Per Year
	End of Policy Year
Age	End of Policy Year		Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit
46	1	4,200	3,307	582	103,307	3,520	795	103,520	3,732	1,007	103,732
47	2	8,610	6,528	3,828	106,528	7,157	4,457	107,157	7,812	5,112	107,812
48	3	13,241	9,662	7,012	109,662	10,916	8,266	110,916	12,273	9,623	112,273
49	4	18,103	12,708	10,083	112,708	14,798	12,173	114,798	17,150	14,525	117,150
50	5	23,208	15,664	13,089	115,664	18,804	16,229	118,804	22,483	19,908	122,483
51	6	28,568	18,530	15,980	118,530	22,938	20,388	122,938	28,313	25,763	128,313
52	7	34,196	21,301	18,801	121,301	27,198	24,698	127,198	34,684	32,184	134,684
53	8	40,106	23,970	22,010	123,970	31,582	29,622	131,582	41,644	39,684	141,644
54	9	46,312	26,535	25,335	126,535	36,088	34,888	136,088	49,245	48,045	149,245
55	10	52,827	28,988	28,275	128,988	40,714	40,001	140,714	57,542	56,829	157,542
56	11	59,669	31,324	31,324	131,324	45,455	45,455	145,455	66,598	66,598	166,598
57	12	66,852	33,537	33,537	133,537	50,310	50,310	150,310	76,481	76,481	176,481
58	13	74,395	35,625	35,625	135,625	55,277	55,277	155,277	87,270	87,270	187,270
59	14	82,314	37,583	37,583	137,583	60,354	60,354	160,354	99,047	99,047	199,047
60	15	90,630	39,402	39,402	139,402	65,534	65,534	165,534	111,901	111,901	211,901
61	16	99,361	41,072	41,072	141,072	70,808	70,808	170,808	125,926	125,926	225,926
62	17	108,530	42,582	42,582	142,582	76,167	76,167	176,167	141,227	141,227	241,227
63	18	118,156	43,919	43,919	143,919	81,595	81,595	181,595	157,913	157,913	257,913
64	19	128,264	45,064	45,064	145,064	87,075	87,075	187,075	176,103	176,103	276,103
65	20	138,877	45,999	45,999	145,999	92,586	92,586	192,586	195,923	195,923	295,923
66	21	150,021	46,708	46,708	146,708	98,109	98,109	198,109	217,518	217,518	317,518
67	22	161,722	47,179	47,179	147,179	103,627	103,627	203,627	241,050	241,050	341,050
68	23	174,008	47,398	47,398	147,398	109,121	109,121	209,121	266,692	266,692	366,692
69	24	186,908	47,351	47,351	147,351	114,572	114,572	214,572	294,638	294,638	394,638
70	25	200,454	47,018	47,018	147,018	119,952	119,952	219,952	325,096	325,096	425,096
71	26	214,677	46,369	46,369	146,369	125,222	125,222	225,222	358,279	358,279	458,279
72	27	229,610	45,307	45,307	145,307	130,269	130,269	230,269	394,352	394,352	494,352
73	28	245,291	43,900	43,900	143,900	135,151	135,151	235,151	433,673	433,673	533,673
74	29	261,755	42,034	42,034	142,034	139,733	139,733	239,733	476,439	476,439	576,439
75	30	279,043	39,656	39,656	139,656	143,940	143,940	243,940	522,932	522,932	622,932
76	31	297,195	36,735	36,735	136,735	147,716	147,716	247,716	573,485	573,485	673,485
77	32	316,255	33,242	33,242	133,242	151,002	151,002	251,002	628,467	628,467	728,467
78	33	336,268	29,156	29,156	129,156	153,746	153,746	253,746	688,288	688,288	788,288
79	34	357,281	24,461	24,461	124,461	155,898	155,898	255,898	753,409	753,409	853,409
80	35	379,345	19,125	19,125	119,125	157,389	157,389	257,389	824,317	824,317	924,317
81	36	402,513	13,089	13,089	113,089	158,119	158,119	258,119	901,521	901,521	1,001,521
82	37	426,838	6,274	6,274	106,274	157,962	157,962	257,962	985,558	985,558	1,085,558
83	38	452,380	*	*	*	156,760	156,760	256,760	1,076,990	1,076,990	1,176,990
84	39	479,199	*	*	*	154,336	154,336	254,336	1,176,425	1,176,425	1,276,425
85	40	507,359	*	*	*	150,529	150,529	250,529	1,284,555	1,284,555	1,384,555
86	41	536,927	*	*	*	145,197	145,197	245,197	1,402,169	1,402,169	1,502,169
87	42	567,973	*	*	*	138,221	138,221	238,221	1,530,164	1,530,164	1,630,164
88	43	600,572	*	*	*	129,490	129,490	229,490	1,669,541	1,669,541	1,769,541
89	44	634,801	*	*	*	118,916	118,916	218,916	1,821,431	1,821,431	1,921,431
90	45	670,741	*	*	*	106,387	106,387	206,387	1,987,059	1,987,059	2,087,059
91	46	708,478	*	*	*	91,766	91,766	191,766	2,166,927	2,166,927	2,266,927
92	47	748,102	*	*	*	74,884	74,884	174,884	2,364,029	2,364,029	2,464,029
93	48	789,707	*	*	*	55,508	55,508	155,508	2,579,135	2,579,135	2,679,135
94	49	833,392	*	*	*	33,319	33,319	133,319	2,813,839	2,813,839	2,913,839
95	50	879,262	*	*	*	7,646	7,646	107,646	3,069,539	3,069,539	3,169,539
96	51	927,425	*	*	*	*	*	*	3,347,197	3,347,197	3,447,197
97	52	977,996	*	*	*	*	*	*	3,646,732	3,646,732	3,746,732
98	53	1,031,096	*	*	*	*	*	*	3,965,624	3,965,624	4,065,624
99	54	1,086,850	*	*	*	*	*	*	4,296,048	4,296,048	4,396,048
100	55	1,145,393	*	*	*	*	*	*	4,627,823	4,627,823	4,727,823

*: In the absence of an additional premium, the Policy would lapse.

The illustration above is based on the following assumptions:

(1): Assumes that no Policy loans have been made.
(2): Guaranteed values reflect applicable premium expense charge, guaranteed cost of insurance rates, a monthly administration charge of $8.00 per month in all policy years, and a monthly mortality and expense risk charge equal to 0.075% 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 payment is made at the beginning of the Policy Year. Values would be different if the premiums are paid with a different frequency or in different amounts.

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

			0% Hypothetical Gross Investment Returns			6% Hypothetical Gross Investment Returns			12% Hypothetical Gross Investment Returns
		Premium Accumulated at 5% Interest Per Year
	End of Policy Year
Age	End of Policy Year		Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit
46	1	1,575	1,012	0	100,000	1,084	0	100,000	1,157	0	100,000
47	2	3,229	1,989	0	100,000	2,197	0	100,000	2,414	14	100,000
48	3	4,965	2,931	556	100,000	3,338	963	100,000	3,780	1,405	100,000
49	4	6,788	3,837	1,487	100,000	4,507	2,157	100,000	5,265	2,915	100,000
50	5	8,703	4,705	2,405	100,000	5,704	3,404	100,000	6,880	4,580	100,000
51	6	10,713	5,534	3,259	100,000	6,928	4,653	100,000	8,638	6,363	100,000
52	7	12,824	6,562	4,312	100,000	8,422	6,172	100,000	10,796	8,546	100,000
53	8	15,040	7,551	5,771	100,000	9,958	8,178	100,000	13,154	11,374	100,000
54	9	17,367	8,501	7,401	100,000	11,538	10,438	100,000	15,732	14,632	100,000
55	10	19,810	9,413	8,768	100,000	13,164	12,519	100,000	18,554	17,909	100,000
56	11	22,376	10,377	10,377	100,000	14,969	14,969	100,000	21,840	21,840	100,000
57	12	25,069	11,306	11,306	100,000	16,843	16,843	100,000	25,473	25,473	100,000
58	13	27,898	12,194	12,194	100,000	18,786	18,786	100,000	29,492	29,492	100,000
59	14	30,868	13,026	13,026	100,000	20,785	20,785	100,000	33,929	33,929	100,000
60	15	33,986	13,814	13,814	100,000	22,859	22,859	100,000	38,849	38,849	100,000
61	16	37,261	14,530	14,530	100,000	24,985	24,985	100,000	44,289	44,289	100,000
62	17	40,699	15,197	15,197	100,000	27,190	27,190	100,000	50,586	50,586	100,000
63	18	44,309	15,813	15,813	100,000	29,478	29,478	100,000	57,631	57,631	100,000
64	19	48,099	16,382	16,382	100,000	31,860	31,860	100,000	65,526	65,526	100,000
65	20	52,079	16,892	16,892	100,000	34,334	34,334	100,000	74,380	74,380	100,000
66	21	56,258	17,460	17,460	100,000	37,000	37,000	100,000	84,359	84,359	100,387
67	22	60,646	17,970	17,970	100,000	39,778	39,778	100,000	95,510	95,510	112,702
68	23	65,253	18,424	18,424	100,000	42,680	42,680	100,000	107,934	107,934	126,283
69	24	70,091	18,811	18,811	100,000	45,707	45,707	100,000	121,774	121,774	141,258
70	25	75,170	19,131	19,131	100,000	48,875	48,875	100,000	137,193	137,193	157,773
71	26	80,504	19,368	19,368	100,000	52,445	52,445	100,000	154,368	154,368	174,436
72	27	86,104	19,519	19,519	100,000	56,208	56,208	100,000	173,522	173,522	192,610
73	28	91,984	19,560	19,560	100,000	60,172	60,172	100,000	194,887	194,887	212,427
74	29	98,158	19,485	19,485	100,000	64,360	64,360	100,000	218,731	218,731	234,043
75	30	104,641	19,259	19,259	100,000	68,786	68,786	100,000	245,353	245,353	257,621
76	31	111,448	18,869	18,869	100,000	73,482	73,482	100,000	275,101	275,101	288,856
77	32	118,596	18,289	18,289	100,000	78,480	78,480	100,000	308,240	308,240	323,652
78	33	126,100	17,483	17,483	100,000	83,822	83,822	100,000	345,146	345,146	362,403
79	34	133,980	16,390	16,390	100,000	89,556	89,556	100,000	386,228	386,228	405,539
80	35	142,254	14,986	14,986	100,000	95,756	95,756	100,544	431,947	431,947	453,545
81	36	150,942	13,220	13,220	100,000	102,341	102,341	107,458	482,811	482,811	506,951
82	37	160,064	11,036	11,036	100,000	109,259	109,259	114,722	542,057	542,057	569,160
83	38	169,643	8,366	8,366	100,000	116,524	116,524	122,350	608,249	608,249	638,662
84	39	179,700	5,088	5,088	100,000	124,143	124,143	130,351	682,155	682,155	716,263
85	40	190,260	1,143	1,143	100,000	132,134	132,134	138,741	764,650	764,650	802,883
86	41	201,348	*	*	*	140,507	140,507	147,532	856,691	856,691	899,526
87	42	212,990	*	*	*	149,275	149,275	156,738	959,326	959,326	1,007,292
88	43	225,215	*	*	*	158,448	158,448	166,370	1,073,713	1,073,713	1,127,398
89	44	238,050	*	*	*	168,038	168,038	176,440	1,201,128	1,201,128	1,261,184
90	45	251,528	*	*	*	178,056	178,056	186,959	1,342,973	1,342,973	1,410,122
91	46	265,679	*	*	*	188,512	188,512	196,053	1,500,789	1,500,789	1,560,821
92	47	280,538	*	*	*	199,627	199,627	205,616	1,678,041	1,678,041	1,728,382
93	48	296,140	*	*	*	211,481	211,481	215,710	1,877,529	1,877,529	1,915,080
94	49	312,522	*	*	*	224,169	224,169	226,411	2,102,561	2,102,561	2,123,587
95	50	329,723	*	*	*	237,804	237,804	237,804	2,357,050	2,357,050	2,357,050
96	51	347,784	*	*	*	252,515	252,515	252,515	2,645,651	2,645,651	2,645,651
97	52	366,748	*	*	*	268,050	268,050	268,050	2,969,406	2,969,406	2,969,406
98	53	386,661	*	*	*	284,454	284,454	284,454	3,332,596	3,332,596	3,332,596
99	54	407,569	*	*	*	301,776	301,776	301,776	3,740,026	3,740,026	3,740,026
100	55	429,522	*	*	*	320,067	320,067	320,067	4,197,083	4,197,083	4,197,083

*: In the absence of an additional premium, the Policy would lapse.

The illustration above is based on the following assumptions:

(1): Assumes that no Policy loans have been made.
(2): Current values reflect applicable premium expense charge, current cost of insurance rates, a monthly administration charge of $8.00 per month in all policy years, and a monthly mortality and expense risk charge equal to 0.075% 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 no mortality and expense risk charge in Policy Years 11 and thereafter.
(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 payment is made at the beginning of the Policy Year. Values would be different if the premiums are paid with a different frequency or in different amounts.

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

			0% Hypothetical Gross Investment Returns			6% Hypothetical Gross Investment Returns			12% Hypothetical Gross Investment Returns
		Premium Accumulated at 5% Interest Per Year
	End of Policy Year
Age	End of Policy Year		Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit
46	1	1,575	1,012	0	100,000	1,084	0	100,000	1,157	0	100,000
47	2	3,229	1,989	0	100,000	2,197	0	100,000	2,414	14	100,000
48	3	4,965	2,931	556	100,000	3,338	963	100,000	3,779	1,404	100,000
49	4	6,788	3,836	1,486	100,000	4,506	2,156	100,000	5,264	2,914	100,000
50	5	8,703	4,704	2,404	100,000	5,703	3,403	100,000	6,879	4,579	100,000
51	6	10,713	5,533	3,258	100,000	6,927	4,652	100,000	8,636	6,361	100,000
52	7	12,824	6,322	4,072	100,000	8,178	5,928	100,000	10,549	8,299	100,000
53	8	15,040	7,067	5,287	100,000	9,454	7,674	100,000	12,632	10,852	100,000
54	9	17,367	7,765	6,665	100,000	10,751	9,651	100,000	14,899	13,799	100,000
55	10	19,810	8,417	7,772	100,000	12,072	11,427	100,000	17,371	16,726	100,000
56	11	22,376	9,019	9,019	100,000	13,415	13,415	100,000	20,069	20,069	100,000
57	12	25,069	9,574	9,574	100,000	14,782	14,782	100,000	23,019	23,019	100,000
58	13	27,898	10,081	10,081	100,000	16,175	16,175	100,000	26,252	26,252	100,000
59	14	30,868	10,544	10,544	100,000	17,600	17,600	100,000	29,803	29,803	100,000
60	15	33,986	10,960	10,960	100,000	19,055	19,055	100,000	33,707	33,707	100,000
61	16	37,261	11,324	11,324	100,000	20,537	20,537	100,000	38,002	38,002	100,000
62	17	40,699	11,628	11,628	100,000	22,042	22,042	100,000	42,729	42,729	100,000
63	18	44,309	11,858	11,858	100,000	23,560	23,560	100,000	47,934	47,934	100,000
64	19	48,099	11,996	11,996	100,000	25,077	25,077	100,000	53,668	53,668	100,000
65	20	52,079	12,028	12,028	100,000	26,581	26,581	100,000	59,995	59,995	100,000
66	21	56,258	11,945	11,945	100,000	28,070	28,070	100,000	66,994	66,994	100,000
67	22	60,646	11,739	11,739	100,000	29,539	29,539	100,000	74,761	74,761	100,000
68	23	65,253	11,408	11,408	100,000	30,989	30,989	100,000	83,408	83,408	100,000
69	24	70,091	10,950	10,950	100,000	32,424	32,424	100,000	92,995	92,995	107,875
70	25	75,170	10,355	10,355	100,000	33,839	33,839	100,000	103,510	103,510	119,036
71	26	80,504	9,600	9,600	100,000	35,221	35,221	100,000	115,039	115,039	129,994
72	27	86,104	8,650	8,650	100,000	36,552	36,552	100,000	127,708	127,708	141,756
73	28	91,984	7,454	7,454	100,000	37,801	37,801	100,000	141,635	141,635	154,383
74	29	98,158	5,948	5,948	100,000	38,932	38,932	100,000	156,958	156,958	167,945
75	30	104,641	4,066	4,066	100,000	39,909	39,909	100,000	173,836	173,836	182,528
76	31	111,448	1,738	1,738	100,000	40,697	40,697	100,000	192,456	192,456	202,079
77	32	118,596	*	*	*	41,262	41,262	100,000	212,864	212,864	223,508
78	33	126,100	*	*	*	41,570	41,570	100,000	235,221	235,221	246,982
79	34	133,980	*	*	*	41,578	41,578	100,000	259,701	259,701	272,686
80	35	142,254	*	*	*	41,227	41,227	100,000	286,491	286,491	300,816
81	36	150,942	*	*	*	40,429	40,429	100,000	315,788	315,788	331,577
82	37	160,064	*	*	*	39,061	39,061	100,000	347,797	347,797	365,187
83	38	169,643	*	*	*	36,953	36,953	100,000	382,731	382,731	401,868
84	39	179,700	*	*	*	33,877	33,877	100,000	420,811	420,811	441,852
85	40	190,260	*	*	*	29,546	29,546	100,000	462,270	462,270	485,383
86	41	201,348	*	*	*	23,574	23,574	100,000	507,351	507,351	532,719
87	42	212,990	*	*	*	15,444	15,444	100,000	556,312	556,312	584,128
88	43	225,215	*	*	*	4,425	4,425	100,000	609,418	609,418	639,889
89	44	238,050	*	*	*	*	*	*	666,945	666,945	700,292
90	45	251,528	*	*	*	*	*	*	729,170	729,170	765,629
91	46	265,679	*	*	*	*	*	*	796,373	796,373	828,228
92	47	280,538	*	*	*	*	*	*	870,662	870,662	896,782
93	48	296,140	*	*	*	*	*	*	953,172	953,172	972,235
94	49	312,522	*	*	*	*	*	*	1,045,296	1,045,296	1,055,749
95	50	329,723	*	*	*	*	*	*	1,148,790	1,148,790	1,148,790
96	51	347,784	*	*	*	*	*	*	1,265,992	1,265,992	1,265,992
97	52	366,748	*	*	*	*	*	*	1,395,001	1,395,001	1,395,001
98	53	386,661	*	*	*	*	*	*	1,537,008	1,537,008	1,537,008
99	54	407,569	*	*	*	*	*	*	1,693,321	1,693,321	1,693,321
100	55	429,522	*	*	*	*	*	*	1,865,382	1,865,382	1,865,382

*: In the absence of an additional premium, the Policy would lapse.

The illustration above is based on the following assumptions:

(1): Assumes that no Policy loans have been made.
(2): Guaranteed values reflect applicable premium expense charge, guaranteed cost of insurance rates, a monthly administration charge of $8.00 per month in all policy years, and a monthly mortality and expense risk charge equal to 0.075% 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 payment is made at the beginning of the Policy Year. Values would be different if the premiums are paid with a different frequency or in different amounts.

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

			0% Hypothetical Gross Investment Returns			6% Hypothetical Gross Investment Returns			12% Hypothetical Gross Investment Returns
		Premium Accumulated at 5% Interest Per Year
	End of Policy Year
Age	End of Policy Year		Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit
46	1	3,150	2,407	0	102,407	2,564	139	102,564	2,721	296	102,721
47	2	6,458	4,751	2,351	104,751	5,214	2,814	105,214	5,696	3,296	105,696
48	3	9,930	7,032	4,657	107,032	7,951	5,576	107,951	8,947	6,572	108,947
49	4	13,577	9,247	6,897	109,247	10,777	8,427	110,777	12,501	10,151	112,501
50	5	17,406	11,396	9,096	111,396	13,694	11,394	113,694	16,387	14,087	116,387
51	6	21,426	13,479	11,204	113,479	16,702	14,427	116,702	20,633	18,358	120,633
52	7	25,647	15,748	13,498	115,748	20,066	17,816	120,066	25,547	23,297	125,547
53	8	30,080	17,953	16,173	117,953	23,545	21,765	123,545	30,931	29,151	130,931
54	9	34,734	20,092	18,992	120,092	27,142	26,042	127,142	36,831	35,731	136,831
55	10	39,620	22,167	21,522	122,167	30,860	30,215	130,860	43,298	42,653	143,298
56	11	44,751	24,393	24,393	124,393	35,014	35,014	135,014	51,093	51,093	151,093
57	12	50,139	26,564	26,564	126,564	39,345	39,345	139,345	59,760	59,760	159,760
58	13	55,796	28,676	28,676	128,676	43,855	43,855	143,855	69,392	69,392	169,392
59	14	61,736	30,709	30,709	130,709	48,532	48,532	148,532	80,080	80,080	180,080
60	15	67,972	32,678	32,678	132,678	53,667	53,667	153,667	91,962	91,962	191,962
61	16	74,521	34,546	34,546	134,546	59,003	59,003	159,003	105,137	105,137	205,137
62	17	81,397	36,343	36,343	136,343	64,583	64,583	164,583	119,787	119,787	219,787
63	18	88,617	38,066	38,066	138,066	70,414	70,414	170,414	136,078	136,078	236,078
64	19	96,198	39,717	39,717	139,717	76,515	76,515	176,515	154,204	154,204	254,204
65	20	104,158	41,285	41,285	141,285	82,885	82,885	182,885	174,364	174,364	274,364
66	21	112,516	42,907	42,907	142,907	89,685	89,685	189,685	196,942	196,942	296,942
67	22	121,291	44,446	44,446	144,446	96,794	96,794	196,794	222,071	222,071	322,071
68	23	130,506	45,903	45,903	145,903	104,230	104,230	204,230	250,049	250,049	350,049
69	24	140,181	47,263	47,263	147,263	111,995	111,995	211,995	281,190	281,190	381,190
70	25	150,340	48,528	48,528	148,528	120,110	120,110	220,110	315,864	315,864	415,864
71	26	161,007	49,676	49,676	149,676	128,571	128,571	228,571	354,457	354,457	454,457
72	27	172,208	50,960	50,960	150,960	137,393	137,393	237,393	397,421	397,421	497,421
73	28	183,968	52,100	52,100	152,100	146,566	146,566	246,566	445,233	445,233	545,233
74	29	196,317	53,089	53,089	153,089	156,102	156,102	256,102	498,448	498,448	598,448
75	30	209,282	53,885	53,885	153,885	165,976	165,976	265,976	560,422	560,422	660,422
76	31	222,896	54,476	54,476	154,476	176,195	176,195	276,195	629,731	629,731	729,731
77	32	237,191	54,834	54,834	154,834	186,748	186,748	286,748	707,235	707,235	807,235
78	33	252,201	54,923	54,923	154,923	197,614	197,614	297,614	793,892	793,892	893,892
79	34	267,961	54,679	54,679	154,679	208,745	208,745	308,745	890,750	890,750	990,750
80	35	284,509	54,089	54,089	154,089	220,141	220,141	320,141	999,034	999,034	1,099,034
81	36	301,884	53,116	53,116	153,116	231,777	231,777	331,777	1,120,097	1,120,097	1,220,097
82	37	320,129	51,723	51,723	151,723	243,626	243,626	343,626	1,255,451	1,255,451	1,355,451
83	38	339,285	49,625	49,625	149,625	255,660	255,660	355,660	1,406,798	1,406,798	1,506,798
84	39	359,399	46,999	46,999	146,999	267,799	267,799	367,799	1,575,991	1,575,991	1,675,991
85	40	380,519	43,855	43,855	143,855	280,054	280,054	380,054	1,765,209	1,765,209	1,865,209
86	41	402,695	40,158	40,158	140,158	292,391	292,391	392,391	1,976,851	1,976,851	2,076,851
87	42	425,980	35,862	35,862	135,862	304,760	304,760	404,760	2,213,320	2,213,320	2,323,986
88	43	450,429	30,929	30,929	130,929	317,120	317,120	417,120	2,476,874	2,476,874	2,600,718
89	44	476,100	25,325	25,325	125,325	329,427	329,427	429,427	2,770,444	2,770,444	2,908,967
90	45	503,055	19,013	19,013	119,013	341,635	341,635	441,635	3,097,262	3,097,262	3,252,125
91	46	531,358	11,959	11,959	111,959	353,695	353,695	453,695	3,460,876	3,460,876	3,599,311
92	47	561,076	4,148	4,148	104,148	365,575	365,575	465,575	3,869,270	3,869,270	3,985,348
93	48	592,280	*	*	*	377,224	377,224	477,224	4,328,903	4,328,903	4,428,903
94	49	625,044	*	*	*	388,590	388,590	488,590	4,846,181	4,846,181	4,946,181
95	50	659,446	*	*	*	399,614	399,614	499,614	5,425,454	5,425,454	5,525,454
96	51	695,568	*	*	*	410,239	410,239	510,239	6,074,234	6,074,234	6,174,234
97	52	733,497	*	*	*	420,401	420,401	520,401	6,800,944	6,800,944	6,900,944
98	53	773,322	*	*	*	430,032	430,032	530,032	7,615,033	7,615,033	7,715,033
99	54	815,138	*	*	*	439,062	439,062	539,062	8,527,104	8,527,104	8,627,104
100	55	859,045	*	*	*	447,417	447,417	547,417	9,549,048	9,549,048	9,649,048

*: In the absence of an additional premium, the Policy would lapse.

The illustration above is based on the following assumptions:

(1): Assumes that no Policy loans have been made.
(2): Current values reflect applicable premium expense charge, current cost of insurance rates, a monthly administration charge of $8.00 per month in all policy years, and a monthly mortality and expense risk charge equal to 0.075% 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 no mortality and expense risk charge in Policy Years 11 and thereafter.
(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 payment is made at the beginning of the Policy Year. Values would be different if the premiums are paid with a different frequency or in different amounts.

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

			0% Hypothetical Gross Investment Returns			6% Hypothetical Gross Investment Returns			12% Hypothetical Gross Investment Returns
		Premium Accumulated at 5% Interest Per Year
	End of Policy Year
Age	End of Policy Year		Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit	Policy Value	Surrender Value	Death Benefit
46	1	3,150	2,407	0	102,407	2,564	139	102,564	2,721	296	102,721
47	2	6,458	4,751	2,351	104,751	5,214	2,814	105,214	5,696	3,296	105,696
48	3	9,930	7,031	4,656	107,031	7,951	5,576	107,951	8,947	6,572	108,947
49	4	13,577	9,246	6,896	109,246	10,776	8,426	110,776	12,500	10,150	112,500
50	5	17,406	11,395	9,095	111,395	13,693	11,393	113,693	16,386	14,086	116,386
51	6	21,426	13,477	11,202	113,477	16,700	14,425	116,700	20,632	18,357	120,632
52	7	25,647	15,491	13,241	115,491	19,800	17,550	119,800	25,273	23,023	125,273
53	8	30,080	17,433	15,653	117,433	22,992	21,212	122,992	30,345	28,565	130,345
54	9	34,734	19,300	18,200	119,300	26,274	25,174	126,274	35,885	34,785	135,885
55	10	39,620	21,090	20,445	121,090	29,649	29,004	129,649	41,939	41,294	141,939
56	11	44,751	22,804	22,804	122,804	33,117	33,117	133,117	48,555	48,555	148,555
57	12	50,139	24,442	24,442	124,442	36,682	36,682	136,682	55,790	55,790	155,790
58	13	55,796	26,004	26,004	126,004	40,346	40,346	140,346	63,705	63,705	163,705
59	14	61,736	27,494	27,494	127,494	44,117	44,117	144,117	72,371	72,371	172,371
60	15	67,972	28,910	28,910	128,910	47,995	47,995	147,995	81,861	81,861	181,861
61	16	74,521	30,247	30,247	130,247	51,978	51,978	151,978	92,249	92,249	192,249
62	17	81,397	31,495	31,495	131,495	56,058	56,058	156,058	103,615	103,615	203,615
63	18	88,617	32,639	32,639	132,639	60,224	60,224	160,224	116,039	116,039	216,039
64	19	96,198	33,660	33,660	133,660	64,456	64,456	164,456	129,607	129,607	229,607
65	20	104,158	34,542	34,542	134,542	68,738	68,738	168,738	144,414	144,414	244,414
66	21	112,516	35,277	35,277	135,277	73,062	73,062	173,062	160,573	160,573	260,573
67	22	121,291	35,859	35,859	135,859	77,419	77,419	177,419	178,210	178,210	278,210
68	23	130,506	36,287	36,287	136,287	81,809	81,809	181,809	197,473	197,473	297,473
69	24	140,181	36,564	36,564	136,564	86,232	86,232	186,232	218,523	218,523	318,523
70	25	150,340	36,682	36,682	136,682	90,679	90,679	190,679	241,530	241,530	341,530
71	26	161,007	36,621	36,621	136,621	95,127	95,127	195,127	266,667	266,667	366,667
72	27	172,208	36,348	36,348	136,348	99,539	99,539	199,539	294,110	294,110	394,110
73	28	183,968	35,818	35,818	135,818	103,861	103,861	203,861	324,038	324,038	424,038
74	29	196,317	34,977	34,977	134,977	108,032	108,032	208,032	356,640	356,640	456,640
75	30	209,282	33,774	33,774	133,774	111,985	111,985	211,985	392,125	392,125	492,125
76	31	222,896	32,166	32,166	132,166	115,660	115,660	215,660	430,731	430,731	530,731
77	32	237,191	30,118	30,118	130,118	119,003	119,003	219,003	472,726	472,726	572,726
78	33	252,201	27,602	27,602	127,602	121,963	121,963	221,963	518,416	518,416	618,416
79	34	267,961	24,592	24,592	124,592	124,487	124,487	224,487	568,134	568,134	668,134
80	35	284,509	21,047	21,047	121,047	126,507	126,507	226,507	622,232	622,232	722,232
81	36	301,884	16,901	16,901	116,901	127,923	127,923	227,923	681,073	681,073	781,073
82	37	320,129	12,067	12,067	112,067	128,609	128,609	228,609	745,028	745,028	845,028
83	38	339,285	6,438	6,438	106,438	128,411	128,411	228,411	814,487	814,487	914,487
84	39	359,399	*	*	*	127,153	127,153	227,153	889,859	889,859	989,859
85	40	380,519	*	*	*	124,676	124,676	224,676	971,620	971,620	1,071,620
86	41	402,695	*	*	*	120,813	120,813	220,813	1,060,297	1,060,297	1,160,297
87	42	425,980	*	*	*	115,417	115,417	215,417	1,156,490	1,156,490	1,256,490
88	43	450,429	*	*	*	108,325	108,325	208,325	1,260,856	1,260,856	1,360,856
89	44	476,100	*	*	*	99,382	99,382	199,382	1,374,129	1,374,129	1,474,129
90	45	503,055	*	*	*	88,402	88,402	188,402	1,497,096	1,497,096	1,597,096
91	46	531,358	*	*	*	75,195	75,195	175,195	1,630,621	1,630,621	1,730,621
92	47	561,076	*	*	*	59,525	59,525	159,525	1,775,622	1,775,622	1,875,622
93	48	592,280	*	*	*	41,090	41,090	141,090	1,933,047	1,933,047	2,033,047
94	49	625,044	*	*	*	19,473	19,473	119,473	2,103,837	2,103,837	2,203,837
95	50	659,446	*	*	*	*	*	*	2,288,766	2,288,766	2,388,766
96	51	695,568	*	*	*	*	*	*	2,488,122	2,488,122	2,588,122
97	52	733,497	*	*	*	*	*	*	2,701,052	2,701,052	2,801,052
98	53	773,322	*	*	*	*	*	*	2,924,222	2,924,222	3,024,222
99	54	815,138	*	*	*	*	*	*	3,148,935	3,148,935	3,248,935
100	55	859,045	*	*	*	*	*	*	3,364,099	3,364,099	3,464,099

*: In the absence of an additional premium, the Policy would lapse.

The illustration above is based on the following assumptions:

(1): Assumes that no Policy loans have been made.
(2): Guaranteed values reflect applicable premium expense charge, guaranteed cost of insurance rates, a monthly administration charge of $8.00 per month in all policy years, and a monthly mortality and expense risk charge equal to 0.075% 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 payment is made at the beginning of the Policy Year. Values would be different if the premiums are paid with a different frequency or in different amounts.

OTHER POLICY BENEFITS AND PROVISIONS

Limits on Rights to Contest the Policy

Incontestability. Protective Life will not contest the Policy, or any supplemental rider, after the Policy or rider has been in force during the Insured's lifetime for two years from the Policy Effective Date or the effective date of the rider, 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 riders, the Death Benefit under the Policy or such supplemental riders is the amount which would have been provided by the most recent cost of insurance charge, and the cost of such supplemental riders, at the correct age and sex.

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 Internal Revenue 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

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

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 (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 Riders and Endorsements

The following supplemental riders are available and may be added to your Policy. Monthly charges for these riders will be deducted from your Policy Value as part of the monthly deduction. (See "Monthly Deduction".) The supplemental riders available with the Policies provide fixed benefits that 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 to a Policy on each Monthly Anniversary during the total disability of the Insured. After the Insured has been totally disabled (as defined in the rider) for six months, Protective Life will credit premiums to the Policy equal to the disability benefit amount shown in the Policy multiplied by the number of Monthly Anniversary Days that have occurred since the onset of total disability. Monthly Anniversary Days that occur more than one calendar year prior to the date that we receive a claim under a rider are not included for the purpose of this calculation. Subsequent to the time that the Insured has been totally disabled for six months, we will credit a premium equal to the disability benefit amount on each Monthly Anniversary Day. The Owner may change the disability benefit amount by written notice received by Protective Life at the Home Office at any time before the Insured becomes totally disabled. Increases are subject to evidence of insurability.

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 (CIR). 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.

Additional rules and limits apply to these supplemental riders. Not all such riders may be available at any time, and supplemental riders in addition to those listed above may be made available. Please ask your Protective Life agent for further information, or contact the Home Office.

Terminal Illness Accelerated Death Benefit Endorsement. Provides an accelerated death benefit for terminal illness in Policies issued on or after January 3, 2000. The endorsement provides for an accelerated death benefit payment to the owner if the insured has a qualifying terminal illness and all of the terms and conditions of the endorsement are met. The accelerated death benefit will be based on a portion of the current Face Amount and will be subject to a maximum accelerated death benefit. There is no cost or charge for the endorsement. However, a lien equal to the accelerated death benefit payment will be established against the policy and will accumulate interest. When an accelerated death benefit is paid, an amount equal to the benefit payment is transferred out of the Sub-Accounts and the Fixed Account to a lien account within the Loan Account established for the Policy. Like the Fixed Account, this lien account is part of Protective Life's general account and amounts therein earn interest as credited by Protective Life from time to time. The collateral for the lien is transferred from each Sub-Account and from the Fixed Account in the same proportion that the value in each Sub-Account and the Fixed Account bears to the total unloaned Policy Value on the date the accelerated death benefit is paid. On each Policy Anniversary, an amount of Policy Value equal to any interest due on the lien will be transferred to the lien 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 on such Policy Anniversary. The primary impact of the lien and any accumulated interest will be a reduction of the amount of the death benefit by the amount of the lien plus accumulated interest. The lien will also reduce the amount available for loans and withdrawals. This endorsement is not available in all states. Consult your registered representative and review the endorsement for complete limitations, terms and conditions.

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

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

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 or Federal estate or gift 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.

Tax Status of Protective Life

Protective Life is taxed as a life insurance company under the Code. Since the operations of the Variable Account are a part of, and are taxed with, the operations of Protective Life, the Variable Account is not separately taxed as a "regulated investment company" under the Code. Under existing federal income tax laws, Protective Life is not taxed on investment income and realized capital gains of the Variable Account, although Protective Life's federal taxes are increased in respect of the Policies because of the federal tax law's treatment of deferred acquisition costs. Currently, a charge for federal income taxes is not deducted from the Sub-Accounts or the Policy's Cash Value. However, Protective Life does deduct a premium expense charge from each premium payment in all Policy Years in part to compensate 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 the Owner 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.

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 premiums

paid 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 Not Owned by Individuals. In the case of Policies issued to a nonnatural taxpayer, or held for the benefit of such an entity, a portion of the taxpayer's otherwise deductible interest expenses may not be deductible as a result of ownership of a Policy even if no loans are taken under the Policy. An exception to 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 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.

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. 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.

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 on or after June 21, 1988 and premiums are paid into the Policy more rapidly than the rate defined by a "7-Pay Test". This test generally provides that a Policy will fail this test (and thus be considered a MEC) if the accumulated amount paid under the Policy at any time during the 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 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 59¹/2, (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.

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 the Home Office and such notice is received 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.

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 ProEquities, 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 premiums paid in amounts up to 115% of a targeted first year premium payment. A targeted first year premium payment is approximately equal to your minimum initial premium on an annual basis. For premiums paid in the first Policy Year which exceed this targeted amount, registered representatives may receive up to 4.5% on premiums in excess of target. For premiums received during Policy Years two through ten, the registered representatives may be paid up to 5.0% on premiums. After the first ten Policy Years registered representatives may be paid up to 1.00% on premiums received and .25% on unloaned Policy Value. 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 (1) directors, officers or employees of Protective Life or any of its affiliates, (2) 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, fee-only arrangements or clients of registered investment advisors purchasing one or more Policies, Protective Life may reduce the amount of the premium expense charge, monthly administration fee, or other charges where the expenses associated with the sale of the Policy or Policies or the underwriting or other administrative costs associated with the Policy or Policies are reduced. Sales, underwriting or other administrative expenses may be reduced for reasons such as expected economies resulting from a corporate purchase, a group or sponsored arrangement or arrangements, fee-only arrangements or clients of registered investment advisors.

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. The address for each of these individuals is c/o Protective Life Insurance Company 2801 Highway 280 South, Birmingham, Alabama 35223.

NAME	AGE	POSITION WITH PROTECTIVE LIFE
Drayton Nabers, Jr.	59	Chairman of the Board and Director
John D. Johns	48	President and Director
R. Stephen Briggs	50	Executive Vice President and Director
Jim E. Massengale	58	Executive Vice President, Acquisitions and Director
A.S. Williams III	63	Executive Vice President, Investments, Treasurer and Director
Danny L. Bentley	42	Senior Vice President, Dental and Consumer Benefits and Director
Richard J. Bielen	39	Senior Vice President, Investments and Director
Thomas Davis Keyes	47	Director
Carolyn King	49	Senior Vice President, Investment Products and Director
Deborah J. Long	46	Senior Vice President, General Counsel, Secretary and Director
Steven A. Schultz	46	Senior Vice President, Financial Institutions and Director
Wayne E. Stuenkel	46	Senior Vice President and Chief Actuary and Director
Judy Wilson	42	Senior Vice President, Stable Value Products
Jerry W. DeFoor	47	Vice President and Controller, and Chief Accounting Officer

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. 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. He is a director of National Bank of Commerce of Birmingham and Alabama National Bancorporation and John H. Harland Company.

Mr. Briggs has been Executive Vice President of Protective Life and PLC since October 1993 and has responsibility for the Individual Life Division. 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.

Mr. Keyes has been Senior Vice President, Information Services, of PLC since April 1999. He was Vice President, Information Services of PLC from May 1992 to April 1999. Mr. Keyes has been employed by PLC and its subsidiaries in various capacities since 1982.

Ms. King has been Senior Vice President, Investment Products Division of Protective Life and PLC since April 1995.

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.

Mr. Schultz has been Senior Vice President, Financial Institutions of Protective Life and PLC since 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, Stable Value Products of Protective Life and PLC since January 1995. Ms. Wilson has been employed by PLC and its subsidiaries since 1991.

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.

Year 2000 Computer Compliance Issues

As of February 29, 2000, Protective Life has had no Year 2000 issues which have impaired its operations. Although Protective believes it has made all of the modifications necessary for its systems to process transactions dated beyond 1999, it is possible that Year 2000 issues involving Protective Life or its service providers may emerge during 2000. Therefore, there can be no assurances that the Year 2000 issue will not otherwise adversely affect Protective.

Should some of Protective Life's systems become unavailable due to Year 2000 problems, in a reasonably likely worst case scenario, Protective could experience delays in its ability to perform certain functions, but we do not expect an inability to perform critical functions or to otherwise conduct business. However, other worst case scenarios could have an adverse effect on Protective and its operations.

Independent Accountants

The audited statement of assets and liabilites of the Protective Variable Life Separate Account as of December 31, 1998 and December 31, 1999 and the related statements of operations and changes in net assets for each of the two years in the period ended December 31, 1999 and included in this Prospectus, have been included herein in reliance on the report of PricewaterhouseCoopers 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, 1999, and 1998 and the consolidated statements of income, stockholder's equity and cash flows for each of the three years in the period ended December 31, 1999 and the related financial statement schedules included in this Prospectus, have been included herein in reliance on the report of PricewaterhouseCoopers L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing.

Experts

Actuarial matters included in this prospectus have been examined by Stephen Peeples, F.S.A, M.A.A.A., whose opinion is filed as an exhibit to the registration statement.

IMSA

Protective Life is a member of the Insurance Marketplace Standards Association ("IMSA"), and as such may include the IMSA logo and information about IMSA membership in Protective advertisements. Companies that belong to IMSA subscribe to a set of ethical standards covering the various aspects of sales and service for individually sold life insurance and annuities.

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, 1998 and December 31, 1999 and the related statements of operations and changes in net assets for each of the two years in the period ended December 31, 1999 as well as the Report of Independent Accountants are contained herein.

The audited consolidated balance sheets for Protective Life as of December 31, 1999, and 1998 and the related consolidated statements of income, stockholder's equity, and cash flows for the years ended December 31, 1999, 1998 and 1997 as well as the Report of Independent Accountants are contained herein.

INDEX TO FINANCIAL STATEMENTS

(To be updated to year end 1998 when available)

THE PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
Report of Independent Accountants		F-2
Statement of Assets and Liabilities as of December 31, 1999		F-3
Statement of Assets and Liabilities as of December 31, 1998		F-7
Statement of Operations for the year ended December 31, 1999		F-9
Statement of Operations for the year ended December 31, 1998		F-13
Statement of Operations for the year ended December 31, 1997		F-15
Statement of Changes in Net Assets for the year ended December 31, 1999		F-17
Statement of Changes in Net Assets for the year ended December 31, 1998		F-21
Statement of Changes in Net Assets for the year ended December 31, 1997		F-23
Notes to Financial Statements		F-25
PROTECTIVE LIFE INSURANCE COMPANY
Report of Independent Accountants		F-32
Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997		F-33
Consolidated Balance Sheets as of December 31, 1999 and 1998		F-34
Consolidated Statements of Share-Owner's Equity for the years ended December 31, 1999, 1998 and 1997		F-35
Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997		F-36
Notes to Consolidated Financial Statements		F-37
Financial Statement Schedules:
Schedule III — Supplementary Insurance Information		S-1
Schedule IV — Reinsurance		S-2

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

REPORT OF INDEPENDENT ACCOUNTANTS

To the Contract Owners and Board of Directors
of Protective Life Insurance Company

In our opinion, the accompanying statements of assets and liabilities and the related statements of operations and changes in net assets as listed in the accompanying index on page F-1 of this Form S-6 present fairly, in all material respects, the financial position of The Protective Variable Life Separate Account (the Separate Account) at December 31, 1999 and 1998, and the results of its operations and changes in net assets for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Separate Account's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP
March 22, 2000
Birmingham, Alabama

F-2

THE PROTECTIVE VARIABLE LIFE SEPARATE ACCOUNT
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1999
(In Thousands)

	PIC Growth and Income		PIC International Equity		PIC Global Income		PIC Small Cap Value		PIC CORE US Equity		PIC Capital Growth		Calvert Social Small Cap Growth
Assets
Investment in sub-accounts at market value	$	2,916	$	3,396	$	791	$	1,130	$	4,430	$	6,719	$	39
Receivable from Protective Life Insurance Company		0		0		0		0		0		0		0

Total assets		2,916		3,396		791		1,130		4,430		6,719		39

Liabilities
Payable to Protective Life Insurance Company		0		18		21		5		43		1		0

Net assets	$	2,916	$	3,378	$	770	$	1,125	$	4,387	$	6,718	$	39