EXHIBIT 1.A.(3)(a)(1)
    

   
                                                           EXHIBIT 1.A.(3)(a)(1)
    
 
   
                                  AMENDMENT I
                         TO THE UNDERWRITING AGREEMENT
                            DATED DECEMBER   , 1995
                  AMONG PROTECTIVE LIFE INSURANCE COMPANY AND
                         INVESTMENT DISTRIBUTORS, INC.
    
 
   
    WHEREAS, Protective Life Insurance Company ("Protective") and Investment
Distributors, Inc. ("IDI") have entered into an Underwriting Agreement, dated
December   , 1995, (the "Agreement"), providing, amongst other things, for IDI
to act as principal underwriter in connection with the offers and sales of
certain individual flexible premium variable and fixed life insurance policies
("Flexible Premium Policies") to be offered by Protective;
    
 
   
    WHEREAS, Protective proposes to offer to the public certain modified single
premium variable and fixed life insurance policies ("Single Premium Policies")
and Protective and IDI have agreed that IDI will act as principal underwriter in
connection with offers and sales of such Single Premium Policies;
    
 
   
    NOW THEREFORE, in consideration of the foregoing, Protective and IDI hereby
agree as follows:
    
 
   
    That the first WHEREAS clause of the Agreement be replaced in its entirety
with the following language:
    
 
   
    WHEREAS, the Account has been established by Protective pursuant to the
Tennessee Insurance Code in connection with certain individual flexible premium
variable and fixed life insurance policies and certain modified single premium
variable and fixed life insurance policies (collectively, the "Policies")
proposed to be issued to the public by Protective; and
    
 
   
    IN WITNESS WHEREOF, the parties hereto have caused the Amendment to the
Agreement to be duly executed and attested effective June 1, 1998.
    
 
   
                                       PROTECTIVE LIFE INSURANCE COMPANY
                                       ON BEHALF OF ITSELF AND PROTECTIVE
                                       VARIABLE LIFE SEPARATE ACCOUNT
    
 
   
Attest:
    
 
   
/s/ EMILY AMBERSON__    By: /s/ ROBERT STEPHEN BRIGGS___________________________
    
 
   
                        INVESTMENT DISTRIBUTORS, INC.
    
 
   
Attest:
    
 
   
/s/ EMILY AMBERSON__    By: /s/ ROBERT STEPHEN BRIGGS___________________________
    
 
   
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