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EXHIBIT 4.2    
    


OMNIBUS INSTRUMENT  


        WHEREAS, parties named herein desire to enter into certain Program Documents, each such document dated as of the date specified in this Omnibus Instrument,
relating to the issuance by Protective Life Secured Trust 2004-21 (the "Trust") of Notes to investors under Protective Life Insurance Company's ("Protective Life") secured notes program; 


        WHEREAS,
if the Pricing Supplement (attached to this Omnibus Instrument as Annex A, the "Pricing Supplement") indicates that the Trust is a Delaware statutory trust, the Trust
will be organized under and its activities will be governed by (i) the provisions of the Statutory Trust Agreement (set forth in Section A of this Omnibus Instrument), dated as of the
date of the Pricing Supplement (the "Execution Date"), by and between the parties thereto indicated in Section I herein, and (ii) the certificate of trust of the Trust; 


        WHEREAS,
if the Pricing Supplement indicates that the Trust is a common law trust, the Trust will be organized under and its activities will be governed by the provisions of the Common
Law Trust Agreement (set forth in Section A of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein; 


        WHEREAS,
the Trust will be administered pursuant to the provisions of the Administrative Services Agreement (set forth in Section B of this Omnibus Instrument), dated as of the
Execution Date, by and between the parties thereto indicated in Section I herein; 


        WHEREAS,
certain costs and expenses of the Trust and the service providers to the Trust will be paid pursuant to the Expense and Indemnity Agreement (set forth in Section C of
this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein; 


        WHEREAS,
certain licensing arrangements between the Trust and Protective Life will be governed pursuant to the provisions of the License Agreement (set forth in Section D of this
Omnibus
Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein; 


        WHEREAS,
the Notes will be issued pursuant to the Indenture (set forth in Section E of this Omnibus Instrument), dated as of the Original Issue Date, by and between the parties
thereto indicated in Section I herein; 


        WHEREAS,
if the Trust is issuing InterNotes® to retail investors, then the sale of the Notes will be governed by the Selling Agent Agreement (set forth in Section F of
this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein; 


        WHEREAS,
if the Trust is issuing secured medium-term notes to institutional investors, then the sale of the Notes will be governed by the Distribution Agreement (set forth in
Section G of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein; and 


        WHEREAS,
certain agreements relating to the Notes and the Funding Agreement are set forth in the Coordination Agreement (set forth in Section H of this Omnibus Instrument), dated
as of the Original Issue Date, by and among the parties thereto indicated in Section I herein. 


        All
capitalized terms used herein and not otherwise defined will have the meanings set forth in the Indenture. 






   SECTION A

Trust Agreement  


        Section A-1. Delaware Statutory Trust



If the Pricing Supplement indicates that the Trust is a Delaware Statutory Trust, the following shall constitute the Trust Agreement.


STATUTORY TRUST AGREEMENT

by and among

AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator

and

Wilmington Trust Company, as Delaware Trustee 


        THIS
STATUTORY TRUST AGREEMENT, dated as of the Execution Date, by and among AMACAR Pacific Corp., a Delaware corporation (the "Trust Beneficial
Owner" and "Administrator") and Wilmington Trust Company, a Delaware banking corporation, as Delaware Trustee (the
"Delaware Trustee"). 


W I T N E S S E T H:  


        WHEREAS, the Trust Beneficial Owner and the Delaware Trustee desire to authorize the issuance of a Trust Beneficial Interest and a Series of Notes in connection
with the entry into this Statutory Trust Agreement; 


        WHEREAS,
all things necessary to make this Statutory Trust Agreement a valid and legally binding agreement of the Delaware Trustee and the Administrator, enforceable in accordance with
its terms, have been done; 


        WHEREAS,
the parties intend to provide for, among other things, (i) the issuance and sale of the Notes (pursuant to the Indenture and the
applicable Program Distribution Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds of the sale of the Notes and Trust Beneficial
Interest to acquire the Funding Agreements, and (iii) all other actions deemed necessary or desirable in connection with the transactions contemplated
by this Statutory Trust Agreement; and 


        WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard Statutory Trust Terms, dated November 7, 2003, and attached to the Omnibus Instrument as
Exhibit A (the "Standard Statutory Trust Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall
have the meaning set forth in the Standard Statutory Trust Terms (the Standard Statutory Trust Terms and this Statutory Trust Agreement, collectively, the "Trust
Agreement"). 


        NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each
party hereby agrees as follows: 


ARTICLE 1  


        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Statutory
Trust Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms
set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Statutory Trust Terms, the terms set forth in Article 2 herein shall apply. 



        Section 1.02  Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Statutory Trust Agreement is included as
Section A-1. 


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ARTICLE 2  


        Section 2.01 Name. The Trust created and governed by this Trust Agreement shall be the trust specified in
the Omnibus Instrument, as such name may be modified from time to time by the Delaware Trustee following written notice to the Trust Beneficial Owner. 


        Section 2.02
Initial Capital Contribution and Ownership. The Trust Beneficial Owner has paid to, or to an account at the direction
of, the Delaware Trustee, on the date hereof, the sum of $15 (or, if the Trust issues Notes at a discount, the product of $15 and the issue price (expressed as a percentage of the original principal
amount of the Notes)). The Delaware Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with
the proceeds from the sale of the Series of Notes to purchase one or more Funding Agreements. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities
Register by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust. 


        Section 2.03
Acknowledgment. The Delaware Trustee, on behalf of the Trust, expressly acknowledges its duties and obligations set
forth in Section 2.07 of the Standard Statutory Trust Terms incorporated herein. 


        Section 2.04
Additional Terms. None 



        Section 2.05  Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Trust Agreement will enter into this
Trust Agreement by executing the Omnibus Instrument. 


        By
executing the Omnibus Instrument, the Delaware Trustee, the Trust Beneficial Owner and the Administrator hereby agree that this Trust Agreement will constitute a legal, valid and
binding agreement between the Delaware Trustee, the Trust Beneficial Owner and the Administrator as of the Execution Date. 


        All
terms relating to the Trust or the Notes not otherwise included in this Trust Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein. 



        Section 2.06  Counterparts. This Trust Agreement, through the Omnibus Instrument, may be executed in any number of counterparts,
each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. 


3





 


        Section A-2.  Delaware Common Law Trust


If the Pricing Supplement indicates that the Trust is a Delaware Common Law Trust, the following shall constitute the Trust Agreement.


COMMON LAW TRUST AGREEMENT

by and among

AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator

and

Wilmington Trust Company, as Trustee 


        THIS
COMMON LAW TRUST AGREEMENT, dated as of the Execution Date, by and among AMACAR Pacific Corp., a Delaware corporation (the "Trust Beneficial
Owner" and "Administrator") and Wilmington Trust Company, a Delaware banking corporation, as Trustee (the
"Trustee"). 


W I T N E S S E T H:  


        WHEREAS, the Trust Beneficial Owner and the Trustee desire to authorize the issuance of a Trust Beneficial Interest and a Series of Notes in connection with the
entry into this Common Law Trust Agreement; 


        WHEREAS,
all things necessary to make this Common Law Trust Agreement a valid and legally binding agreement of the Trustee and the Administrator, enforceable in accordance with its
terms, have been done; 


        WHEREAS,
the parties intend to provide for, among other things, (i) the issuance and sale of the Notes (pursuant to the Indenture and the
applicable Program Distribution Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds of the sale of the Notes and Trust Beneficial
Interest to acquire the Funding Agreements, and (iii) all other actions deemed necessary or desirable in connection with the transactions contemplated
by this Common Law Trust Agreement; and 


        WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard Common Law Trust Terms, dated November 7, 2003, and attached to the Omnibus Instrument as
Exhibit A (the "Standard Common Law Trust Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall
have the meaning set forth in the Standard Common Law Trust Terms (the Standard Common Law Trust Terms and this Common Law Trust Agreement, collectively, the "Trust
Agreement"). 


        NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each
party hereby agrees as follows: 


ARTICLE 1  


        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Common Law
Trust Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms
set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Common Law Trust Terms Trust Agreement, the terms set forth in Article 2 herein shall apply. 



        Section 1.02  Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Statutory Trust Agreement is included as
Section A-2. 


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ARTICLE 2  


        Section 2.01 Name. The Trust created and governed by this Trust Agreement shall be the trust specified in
the Omnibus Instrument, as such name may be modified from time to time by the Trustee following written notice to the Trust Beneficial Owner. 


        Section 2.02
Initial Capital Contribution and Ownership. The Trust Beneficial Owner has paid to, or to an account at the direction
of, the Trustee, on the date hereof, the sum of $15 (or, if the Trust issues Notes at a discount, the product of $15 and the issue price (expressed as a percentage of the original principal amount of
the Notes)). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from
the sale of the Series of Notes to purchase one or more Funding Agreements. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register by the
Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust. 


        Section 2.03
Acknowledgment. The Trustee, on behalf of the Trust, expressly acknowledges its duties and obligations set forth in
Section 2.07 of the Standard Common Law Trust Terms incorporated herein. 


        Section 2.04
Additional Terms. None 


        Section 2.05  Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Trust Agreement will enter into this
Trust Agreement by executing the Omnibus Instrument. 


        By
executing the Omnibus Instrument, the Trustee, the Trust Beneficial Owner and the Administrator hereby agree that this Trust Agreement will constitute a legal, valid and binding
agreement between the Trustee, the Trust Beneficial Owner and the Administrator as of the Execution Date. 



        All
terms relating to the Trust or the Series of Notes not otherwise included in this Trust Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated
herein. 


        Section 2.06
Counterparts. This Trust Agreement, through the Omnibus Instrument, may be executed in any number of counterparts,
each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. 


5






   SECTION B

Administrative Services Agreement  


ADMINISTRATIVE SERVICES AGREEMENT

by and among

The Protective Life Secured Trust

specified in the Omnibus Instrument

and

AMACAR Pacific Corp.,

as Administrator 


        THIS
ADMINISTRATIVE SERVICES AGREEMENT, dated as of the Execution Date, by and among the Protective Life Secured Trust specified in the Omnibus Instrument (the "Trust") and AMACAR
Pacific Corp., a Delaware corporation (the "Administrator"). 


W I T N E S S E T H:  


        WHEREAS, the Trust has requested that the Administrator provide advice and assistance to the Trust and perform various services for the Trust; 



        WHEREAS,
the Trust desires to avail itself of the experience, advice and assistance of the Administrator and to have the Administrator perform various financial, statistical, accounting
and other services for the Trust, and the Administrator is willing to furnish such services on the terms and conditions herein set forth; and 


        WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard Administrative Services Terms, dated November 7, 2003, and attached to the Omnibus Instrument
as Exhibit B (the "Standard Administrative Services Terms") and all capitalized terms not otherwise defined herein (including the recitals
hereof) shall have the meaning set forth in the Standard Administrative
Services Terms (the Standard Administrative Services Terms and this Administrative Services Agreement, collectively, the "Administrative Services
Agreement"). 


        NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each
party hereby agrees as follows: 


ARTICLE 1  


        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard
Administrative Services Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the
extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Administrative Services Terms, the terms set forth in Article 2 herein
shall apply. 


        Section 1.02
Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Administrative Services Agreement is
included as Section B. 


ARTICLE 2  


        Section 2.01 Additional Terms. None 


        Section 2.02
Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Administrative Services Agreement will
enter into this Administrative Services Agreement by executing the Omnibus Instrument. 


        By
executing the Omnibus Instrument, Wilmington on behalf of the Trust and the Administrator hereby agree that this Administrative Services Agreement will constitute a legal, valid and
binding agreement between the Trust and the Administrator as of the Execution Date. 


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        All
terms relating to the Trust or the Notes not otherwise included in this Administrative Services Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as
indicated herein. 


        Section 2.03  Counterparts. This Administrative Services Agreement, through the Omnibus Instrument, may be executed in any number of
counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. 


        Section 2.04
Third Party Beneficiary. The parties hereto acknowledge that Wilmington shall be an express third party beneficiary to
this Administrative Services Agreement, entitled in its own name and on its own behalf to enforce the provisions hereof against the Trust and the Administrator with respect to obligations owed to
Wilmington by either the Trust or the Administrator; provided, however, that such right shall be valid only for so long as Wilmington has any outstanding obligations or potential obligations under the
Trust Agreement. 


7





 
SECTION C

Expense and Indemnity Agreement  


EXPENSE AND INDEMNITY AGREEMENT 


        This
Expense and Indemnity Agreement, dated as of the Execution Date, is entered into by and among Protective Life, the Trust, Wilmington Trust Company, The Bank of New York, as
indenture trustee, and AMACAR Pacific Corp., as Administrator. 


        WHEREAS,
in consideration of the Service Providers (as defined in the Standard Expense and Indemnity Agreement Terms, dated November 7, 2003, and attached to the Omnibus
Instrument as Exhibit C (the "Standard Expense and Indemnity Agreement Terms")) providing services to the Trust in connection with the Program
and pursuant to the Program Documents under which the Service Providers will have certain duties and obligations, Protective Life hereby agrees to the following compensation arrangements and terms of
indemnity; and 


        WHEREAS,
the parties hereto desire to incorporate by reference the Standard Expense and Indemnity Agreement Terms and all capitalized terms not otherwise defined herein (including the
recitals hereof) shall have the meaning set forth in the Standard Expense and Indemnity Agreement Terms (the Standard Expense and Indemnity Agreement Terms and this Expense and Indemnity Agreement,
collectively, the "Expense and Indemnity Agreement"). 



        NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each
party hereby agrees as follows: 


ARTICLE 1  


        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Expense and
Indemnity Terms, dated as of November 7, 2003, and attached to the Omnibus Instrument as Exhibit C (except to the extent expressly modified herein) are hereby incorporated herein by
reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard
Expense and Indemnity Terms, the terms set forth in Article 2 herein shall apply. 


        Section 1.02
Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Expense and Indemnity Agreement is
included as Section C. 


ARTICLE 2  


        Section 2.01 Additional Terms. None 



        Section 2.02  Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Expense and Indemnity Agreement will
enter into this Expense and Indemnity Agreement by executing the Omnibus Instrument. 


        By
executing the Omnibus Instrument, each party hereto agrees that this Expense and Indemnity Agreement will constitute a legal, valid and binding agreement by and among such parties as
of the Execution Date. 


        All
terms relating to the Trust or the Notes not otherwise included in this Expense and Indemnity Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as
indicated herein. 


        Section 2.03  Counterparts. This Expense and Indemnity Agreement, through the Omnibus Instrument, may be executed in any number of
counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. 


8






 
SECTION D

License Agreement  


        LICENSE
AGREEMENT 


        This
LICENSE AGREEMENT, dated as of the Execution Date, is entered into between Protective Life Corporation (the "Licensor"), a Delaware
corporation with its principal place of business at 2801 Highway 280 South, Birmingham, Alabama 35223, and the Protective Life Secured Trust specified in the Omnibus Instrument (the
"Licensee"). 


W I T N E S S E T H:  


        WHEREAS, Licensor is the owner of certain trademarks and service marks and registrations and pending applications therefore, and may acquire additional trademarks
and service marks in the future, all as defined below; 


        WHEREAS,
Licensee desires to use certain of Licensor's trademarks and service marks in connection with Licensee's activities, as described more fully below; 


        WHEREAS,
Licensor and Licensee wish to formalize the agreement between them regarding Licensee's use of Licensor's marks; and 



        WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard License Agreement Terms, dated November 7, 2003, and attached to the Omnibus Instrument as
Exhibit D (the "Standard License Agreement Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall
have the meaning set forth in the Standard License Agreement Terms (the Standard License Agreement Terms and this License Agreement, collectively, the "License
Agreement"). 


        NOW
THEREFORE, in consideration of the mutual promises set forth in this License Agreement and other good and valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the parties agree as follows: 


ARTICLE 1  


        Section 1.01 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard
License Agreement Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that
the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard License Agreement Terms, the terms set forth in Article 2 herein shall apply. 



        Section 1.02  Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this License Agreement is included as
Section D. 


ARTICLE 2  


        Section 2.01 Additional Terms. None 


        Section 2.02
Omnibus Instrument; Execution and Incorporation of Terms. The parties to this License Agreement will enter into this
License Agreement by executing the Omnibus Instrument. 


        By
executing the Omnibus Instrument, Licensor and the Licensee hereby agree that this License Agreement will constitute a legal, valid and binding agreement between Licensor and the
Licensee as of the Execution Date. 


        All
terms relating to the Trust or the Notes not otherwise included in this License Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein. 


        Section 2.03
Counterparts. This License Agreement, through the Omnibus Instrument, may be executed in any number of counterparts,
each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. 


9





 
SECTION E

Indenture  


        INDENTURE



        This
INDENTURE (the "Indenture") is entered into as of the Original Issue Date specified in the Pricing Supplement, by and between the Protective Life Secured Trust specified in the
Omnibus Instrument (the "Trust"), and The Bank of New York, as indenture trustee (the "Indenture Trustee"). 


        The
Bank of New York in its capacity as Indenture Trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder. 


        References
herein to "Indenture Trustee," "Registrar," "Transfer Agent," "Paying Agent" or "Calculation Agent" shall include the permitted successors and assigns of any such entity from
time to time. 


W I T N E S S E T H:  


        WHEREAS, the Trust has duly authorized the execution and delivery of this Indenture to provide for the issuance of secured Notes; and 


        WHEREAS,
all things necessary to make this Indenture a valid and legally binding agreement of the Trust and the other parties to this Indenture, enforceable in accordance with its terms,
have been done,
and the Trust proposes to do all things necessary to make the Notes, when executed by the Trust and authenticated and delivered pursuant hereto, valid and legally binding obligations of the Trust as
hereinafter provided; and 


        WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard Indenture Terms dated as of November 7, 2003, and attached to the Omnibus Instrument as
Exhibit E (the "Standard Indenture Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the
meaning set forth in the Standard Indenture Terms (the Standard Indenture Terms and this Indenture, collectively, the "Indenture"); 



        NOW,
THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed by the parties hereto as follows: 


ARTICLE 1  


        Section 1.01 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard
Indenture Terms (except to the extent expressly modified hereby) are hereby incorporated herein by reference (as if fully set forth herein). Should any portion of the Standard Indenture Terms conflict
with the terms of this Indenture, the terms of this Indenture shall prevail. References herein to Articles, Sections or Exhibits shall refer respectively to the articles, sections or exhibits of the
Standard Indenture Terms, unless otherwise expressly provided. 


        Section 1.02
Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Indenture is included as
Section E. 


ARTICLE 2  


        Section 2.01 Agreement to be Bound. Each of the Trust, the Indenture Trustee, the Registrar, the Transfer
Agent, the Paying Agent and the Calculation Agent hereby agrees to be bound by all of the terms, provisions and agreements set forth herein, with respect to all matters contemplated herein, including,
without limitation, those relating to the issuance of the below referenced Notes. 


        Section 2.02
Designation of the Trust and the Notes. The Trust created by the Trust Agreement and, if such Trust is a statutory
trust, the certificate of trust of the Trust, and referred to in this Indenture is the Protective Life Secured Trust specified in the Omnibus Instrument. The Notes issued by the Trust and governed by
this Indenture shall be the Notes specified in the Pricing Supplement. 


10





 



        Section 2.03
Additional Terms. Notwithstanding any provision of the Standard Indenture Terms to the contrary, "Stated Maturity
Date" means, with respect to any Note, any installment of principal thereof or interest thereon, any premium thereon or any Additional Amounts with respect thereto, the date established by or pursuant
to this Indenture or an applicable Note or supplemental indenture as the date on which the principal of such Note or such installment of principal or interest or such premium is, or such Additional
Amounts are, due and payable; provided that in no event shall the Stated Maturity Date of any Note exceed thirty years after the Issuance Date of such Note. 


        Section 2.04
Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Indenture will enter into this Indenture
by executing the Omnibus Instrument and the date of this Indenture will be the day and year specified therein. 


        By
executing the signature page thereto, the Indenture Trustee and the Trust hereby agree that this Indenture will constitute a legal, valid and binding agreement between the Indenture
Trustee and the Trust as of the Original Issue Date. 


        All
terms relating to the Trust or the Notes not otherwise included in this Indenture will be as specified in the Omnibus Instrument or the Pricing Supplement, as indicated herein. 


        Section 2.05
Counterparts. This Indenture, through the Omnibus Instrument, may be executed in any number of counterparts, each of
which counterparts shall be deemed to be an original, and all of which counterparts shall constitute one and the same instrument. 


11





 
SECTION F

Selling Agent Agreement  


SELLING AGENT AGREEMENT

by and among

The Protective Life Secured Trust

specified in the Omnibus Instrument

and

Protective Life Insurance Company

and

The Agents specified in the Pricing Supplement 


        This
Selling Agent Agreement, dated as of the Execution Date, is entered into by and among each Agent specified in the Pricing Supplement, Protective Life Insurance Company, a Tennessee
stock life insurance company (the "Company") and the Protective Life Secured Trust specified in the Omnibus Instrument. 


        WHEREAS,
the Protective Life Secured Trust specified in the Omnibus Instrument desires to issue and sell the Notes specified in the Pricing Supplement to the Purchasing Agent. 


ARTICLE 1  


        Section 1.01 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard
Selling Agent Agreement Terms, dated as of November 7, 2003 (the "Standard Selling Agent Agreement Terms"), and attached to the Omnibus Instrument as Exhibit F (except to the extent
expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein and all capitalized terms not otherwise defined herein (including
recitals hereof) shall have the meanings set forth in the Standard Selling Agent Agreement Terms (the Standard Selling Agent Agreement Terms and this Selling Agent Agreement, collectively, the
"Selling Agent Agreement"). To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Selling Agent Agreement Terms, the terms set
forth in Article 2 herein shall apply. 


        Section 1.02
Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Selling Agent Agreement is included as
Section F. 


ARTICLE 2  


        Section 2.01 Purchase of Notes. The Purchasing Agent agrees to purchase the Notes having the terms and in
the amounts specified in the Pricing Supplement. 


        Also,
in connection with the purchase of the Notes from the Trust by the Agents, the items specified in Schedule 1 to the Omnibus Instrument will be delivered on the Original
Issue Date. 


ARTICLE 3  


        Section 3.01 Additional Terms. (a) Notwithstanding Section III(a)(i) of the Standard
Selling Agent Agreement Terms, the parties to this Selling Agent Agreement agree that the Company and the Trust shall file the Pricing Supplement pursuant to the appropriate subsection under
Rule 424(b) under the 1933 Act. 


        (b) The
parties to this Selling Agent Agreement agree that if, at any time after the Settlement Date when the Prospectus is required by the 1933 Act to be delivered in connection
with offers or sales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for
the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in 


12





 



order
that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the
circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or
amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to
the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission
such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish
to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. 


        (c) Notwithstanding
Section II(c) of the Standard Selling Agent Agreement Terms, the parties to this Selling Agent Agreement agree that the officer's certificate to be
delivered pursuant to such Section II(c) need only be executed by one officer of the Company who is at least a Senior Vice President of the Company. 



        Section 3.02  Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Selling Agent Agreement will enter into
this Selling Agent Agreement by executing the Omnibus Instrument. 


        By
executing the Omnibus Instrument, each party hereto agrees that this Selling Agent Agreement will constitute a legal, valid and binding agreement by and among the Trust, Protective
Life Insurance Company and the Agents specified in the Pricing Supplement as of the Execution Date. 


        All
terms relating to the Trust or the Notes not otherwise included in this Selling Agent Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated
herein. 


        Section 3.03  Counterparts. This Selling Agent Agreement, through the Omnibus Instrument, may be executed in any number of
counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. 


13






   SECTION G

Distribution Agreement  


DISTRIBUTION AGREEMENT

by and among

The Protective Life Secured Trust

specified in the Omnibus Instrument

and

Protective Life Insurance Company

and

The Dealers specified in the Pricing Supplement 


        This
Distribution Agreement, dated as of the Execution Date, is entered into by and among each dealer specified in the Pricing Supplement (each, a
"Dealer"), Protective Life Insurance Company, a Tennessee stock life insurance company (the "Company")
and the Protective Life Secured Trust specified in the Omnibus Instrument. 


        WHEREAS,
the Trust has entered into the Indenture (the "Indenture"), dated as of the date specified in the Omnibus Instrument, by and
between the Trust and The Bank of New York, as indenture trustee (the "Indenture Trustee") to provide for the issuance by the Trust of the secured
medium-term notes specified in the Pricing Supplement (the "Notes"); and 


        WHEREAS,
all things necessary to make this Distribution Agreement a valid and legally binding agreement of the Trust and the other parties to this Distribution Agreement, enforceable in
accordance with its terms, have been done, and the Trust proposes to do all things necessary to make the Notes, when executed by the Trust and authenticated and delivered pursuant hereto and the
Indenture, valid and legally binding obligations of the Trust as hereinafter provided; and 


        WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard Distribution Agreement Terms dated as of November 7, 2003 (the
"Standard Distribution Agreement Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning
set
forth in the Standard Distribution Agreement Terms (the Standard Distribution Agreement Terms and this Distribution Agreement, collectively, the "Distribution
Agreement"). 


        NOW,
THEREFORE, for and in consideration of the premises and the issuance of the Notes by the Trust, it is mutually agreed by the parties hereto as follows: 


ARTICLE 1  


        Section 1.01 Agreement to be Bound. The Trust and each Dealer hereby agrees to be bound by all of the
terms, provisions and agreements set forth herein, with respect to all matters contemplated herein, including, without limitation, those relating to the issuance of the below-referenced Notes. 



        Section 1.02  Incorporation by Reference. All terms, provisions and agreements set forth in the Standard Distribution Agreement
Terms and attached to the Omnibus Instrument as Exhibit G (except to the extent expressly modified hereby) are hereby incorporated herein by reference (as if fully set forth herein). Should any
portion of the Standard Distribution Agreement Terms conflict with the terms of this Distribution Agreement, the terms of this Distribution Agreement shall prevail. References herein to Sections or
Exhibits shall refer respectively to the sections or exhibits of the Standard Distribution Agreement Terms, unless otherwise expressly provided. 



        Section 1.03  Designation of the Trust and the Notes. The Trust created by the Trust Agreement and, if such Trust is a Delaware
statutory trust, the certificate of trust of the Trust, and referred to in this Distribution Agreement is the Protective Life Secured Trust specified in the Omnibus Instrument. The term Trust refers
to the Protective Life Secured Trust specified in this Omnibus Instrument. The Series 


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of
Notes issued by the Trust pursuant to the Distribution Agreement shall be the Series of notes specified in the Pricing Supplement. The term Notes refers to the notes of this Series of Notes. 


        Section 1.04
Additional Terms. Notwithstanding Section 3(a)(i) of the Standard Distribution Agreement Terms, the
parties to this Distribution Agreement agree that the Company and the Trust shall file the Pricing Supplement pursuant to the appropriate subsection under Rule 424(b) under the 1933 Act. 


        The
parties to this Distribution Agreement agree that if, at any time after the Settlement Date when the Prospectus is required by the 1933 Act to be delivered in connection with offers
or sales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion
of counsel for the Dealer(s), counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order
that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the
circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or
amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to
the Dealer(s) to cease the solicitation of offers for the purchase of Notes in their capacity as agent, if applicable, and to cease sales of any Notes they may then own as principal, and the Company
will promptly prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply
with such requirements, and the Company will furnish to the Dealer(s), without charge, such number of copies of such amendment or supplement as the Dealer(s) may reasonably request. 



        Section 1.05  Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Distribution Agreement is included as
Section G. 


ARTICLE 2  


        Section 2.01 Purchase/Solicitation of Purchases of Notes. 


        (a)   If specified in the Pricing Supplement, the Notes are being purchased by the Dealer(s) as principal.



        (1)   If
the Notes are to be purchased by the Dealer(s) as principal, the Dealer(s) specified in the Pricing Supplement [severally] agree to purchase
the Notes having the terms and in the amounts specified in the Pricing Supplement. 


        (2)   Also,
in connection with the purchase of Notes from the Trust by the Dealer(s) as principal, the items specified in Schedule 1 to the Omnibus Instrument will be
delivered on the Original Issue Date. 




        (b)   If specified in the Pricing Supplement, the Dealer(s) will be acting as agent.



        (1)   If
the Dealer(s) are to solicit the purchase of the Notes acting as agents, the Dealer(s) will solicit the purchase of Notes pursuant to Section 1(d) of the
Distribution Agreement. 




        Section 2.02
Funding Agreement. On the Original Issue Date set forth above, the Company will issue to the Trust the Funding
Agreement(s) identified by number in the Pricing Supplement. 


        Section 2.03
Dealer Notice Information. As specified in Schedule 1 to the Omnibus Instrument. 


15





 
ARTICLE 3  


        Section 3.01 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Distribution
Agreement will enter into this Distribution Agreement by executing the Omnibus Instrument. 



        By
executing the Omnibus Instrument, each party hereto agrees that this Distribution Agreement will constitute a legal, valid and binding agreement by and among the Trust, Protective
Life Insurance Company and the Dealers specified in the Pricing Supplement as of the Execution Date. 


        All
terms relating to the Trust or the Notes not otherwise included in this Distribution Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated
herein. 


        Section 3.02
Counterparts. This Distribution Agreement, through the Omnibus Instrument, may be executed in any number of
counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. 


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SECTION H

COORDINATION AGREEMENT  


        This Coordination Agreement, dated as of the Original Issue Date, is entered into by and among Protective Life, the Trust and the Indenture Trustee. 


W I T N E S S E T H:  


        WHEREAS, the Trust will enter into the Funding Agreement with Protective Life dated as of the Original Issue Date; 


        WHEREAS,
the Dealer(s) have agreed to sell the Notes in accordance with the Registration Statement; and 



        WHEREAS,
the Trust intends to issue the Notes in accordance with the Indenture and to transfer the Funding Agreement to the Indenture Trustee in accordance with the Indenture to secure
payment of the Notes; 


        NOW,
THEREFORE, to give effect to the agreements and arrangements established under the Distribution Agreement or Selling Agent Agreement, as applicable, the Trust Agreement, the
Indenture, and the Notes, and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each
party hereby agrees as follows: 


ARTICLE 1  


        Section 1.01 Delivery of the Funding Agreement. The Trust hereby authorizes the Indenture Trustee to
receive the Funding Agreement from Protective Life pursuant to the Assignment of the Funding Agreement, to be entered into on the Original Issue Date, as specified in the Pricing Supplement and
included in the closing instrument dated as of the Original Issue Date set forth in the Pricing Supplement (the "Closing Instrument"). 


        Section 1.02
Issuance and Purchase of the Notes. 



        (a)   Delivery
of the Funding Agreement to the Indenture Trustee pursuant to the Assignment of the Funding Agreement shall be confirmation of payment by the Trust for the
Funding Agreement. 


        (b)   The
Trust hereby directs the Indenture Trustee, upon receipt of the Funding Agreement pursuant to the Assignment of the Funding Agreement, (i) to authenticate the
certificates representing the Notes (the "Notes Certificates") in accordance with the Indenture and (ii) to (A) deliver each relevant
Notes Certificate to the clearing system or systems identified in each such Notes Certificate, or to the nominee of such clearing system, for credit to such accounts as the Dealer(s) may direct, or
(B) deliver each relevant Notes Certificate to the purchasers thereof as identified by the Dealer(s). 


        Section 1.03
Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Coordination Agreement is included as
Section H. 


ARTICLE 2  


        Section 2.01 Directions Regarding Periodic Payments. As registered owner of the Funding Agreement as
collateral securing payments on the Notes, the Indenture Trustee will receive payments on the Funding Agreement on behalf of the Trust. The Trust hereby directs the Indenture Trustee to use such funds
to make payments on behalf of the Trust pursuant to the Trust Agreement and the Indenture. 


        Section 2.02
Maturity of the Funding Agreement. Upon the maturity of the Funding Agreement and the return of funds thereunder, the
Trust hereby directs the Indenture Trustee to set aside from such funds an amount sufficient for the repayment of the outstanding principal on the Notes when due. 


17





 


ARTICLE 3  


        Section 3.01 No Additional Liability. Nothing in this agreement shall impose any liability or obligation on
the part of any party to this agreement to make any payment or disbursement in addition to any liability or obligation such party has under the Program Documents, except to the extent that a party has
actually received funds which it is obligated to disburse pursuant to this agreement. 



        Section 3.02  No Conflict. This agreement is intended to be in furtherance of the agreements reflected in the documents related to
the Program Documents, and not in conflict. To the extent that a provision of
this agreement conflicts with the provisions of one or more Program Documents, the provisions of such documents shall govern. 


        Section 3.03
Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York
without regard to the principles of conflicts of laws thereof. 


        Section 3.04  Severability. If any provision in this agreement shall be invalid, illegal or unenforceable, such provisions shall be
deemed severable from the remaining provisions of this agreement and shall in no way affect the validity or enforceability of such other provisions of this agreement. 


        Section 3.05
Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, and all of which shall constitute but one and the same instrument. 



        Section 3.06  Notices. All demands, notices and communications under this agreement shall be in writing and shall be deemed to have
been duly given upon receipt at the addresses set forth below: 


        if
to the Trust, Indenture Trustee or Protective Life, as specified in the Expense and Indemnity Agreement or at such other address as shall be designated by any such party in a written
notice to the other parties. 


ARTICLE 4  



        Section 4.01 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Coordination
Agreement will enter into this Coordination Agreement by executing the Omnibus Instrument. 


        By
executing the Omnibus Instrument, each party hereto agrees that this Coordination Agreement will constitute a legal, valid and binding agreement by and among the Trust, Protective
Life Insurance Company and the Indenture Trustee as of the Original Issue Date. 



        All
terms relating to the Trust or the Notes not otherwise included in this Coordination Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated
herein. 


18






   SECTION I

Miscellaneous and Execution Pages  


        Notwithstanding any other provisions of this Omnibus Instrument, no amendment to this Omnibus Instrument may be made if such amendment would cause the Trust not
to be treated as a grantor trust for U.S. federal income tax purposes. 


        This
Omnibus Instrument may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be
deemed original signatures. 


        It
is expressly understood and agreed by the parties hereto that (a) this Omnibus Instrument is executed and delivered by Wilmington Trust Company, not individually or personally
but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it pursuant to the Trust Agreement, (b) each of the representations, undertakings and
agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose of
binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under
no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this Omnibus Instrument or any other related documents. 



        Each
signatory, by its execution hereof, does hereby become a party to each of the agreements identified for such party as of the date specified in such agreements. 


19





 

        IN
WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument, dated as of the Execution Date. 



	

 	

PROTECTIVE LIFE CORPORATION (in executing below agrees and becomes a party to the License Agreement set forth in Section D herein).
	

 	

By:	

/s/  JUDY WILSON      

	 	 	Name:  Judy Wilson
	 	 	Title:    Senior Vice President
	
	 	 




Protective Life Secured Trust 2004-21

Omnibus Instrument

Execution Page 1 of 7  


20





 


	

 	

PROTECTIVE LIFE INSURANCE COMPANY (in executing below agrees and becomes a party to (i) the Expense and Indemnity Agreement set forth in Section C herein, (ii) if the Trust is issuing InterNotes® to retail investors, the Selling
Agent Agreement set forth in Section F herein, (iii) if the Trust is issuing secured medium-term notes to institutional investors, the Distribution Agreement set forth in Section G herein and (iv) the Coordination Agreement set
forth in Section H herein).
	

 	

By:	

/s/  JUDY WILSON      

	 	 	Name:  Judy Wilson
	 	 	Title:    Senior Vice President
	
	 	 




Protective Life Secured Trust 2004-21

Omnibus Instrument

Execution Page 2 of 7  


21





 


	

 	

PROTECTIVE LIFE SECURED TRUST specified in the Omnibus Instrument (in executing below agreement and becomes a party to (i) the Administrative Services Agreement set forth in Section B herein, (ii) the Expense and Indemnity Agreement
set forth in Section C herein, (iii) the License Agreement set forth in Section D herein, (iv) the Indenture set forth in Section E herein (v) if the Trust is issuing InterNotes® to retail investors, the Selling
Agent Agreement set forth in Section F herein, (vi) if the Trust is issuing secured medium-term notes to institutional investors, the Distribution Agreement set forth in Section G herein and (vii) the Coordination Agreement set
forth in Section H herein).
	

 	

By: Wilmington Trust Company, solely in its capacity as trustee of the Trust
	

 	

By:	

/s/  JENNIFER A. LUCE      

	 	 	Name:  Jennifer A. Luce
	 	 	Title:    Financial Services Officer
		 	 




Protective Life Secured Trust 2004-21

Omnibus Instrument

Execution Page 3 of 7  


22





 


	

 	

WILMINGTON TRUST COMPANY (in executing below agrees and becomes a party to (i)(a) if the Trust is a Delaware statutory trust, the Statutory Trust Agreement set forth in Section A-1 herein as Delaware Trustee or (b) if the Trust is a
Delaware common law trust, the Common Law Trust Agreement set forth in Section A-2 herein as trustee and (ii) the Expense and Indemnity Agreement set forth in Section C herein).
	

 	

By:	

/s/  JENNIFER A. LUCE      

	 	 	Name:  Jennifer A. Luce
	 	 	Title:    Financial Services Officer
	
	 	 




Protective Life Secured Trust 2004-21

Omnibus Instrument

Execution Page 4 of 7  


23





 


	

 	

AMACAR PACIFIC CORP. (in executing below agrees and becomes a party to (i) the Statutory Trust Agreement or Common Law Trust Agreement set forth in Sections A-1 and A-2, respectively, as the case may be, as Trust Beneficial Owner, (ii) the
Administrative Services Agreement, set forth in Section B herein as Administrator and (iii) the Expense and Indemnity Agreement as set forth in Section C herein).
	

 	

By:	

/s/  EVELYN ECHEVARRIA      

	 	 	Name:  Evelyn Echevarria
	 	 	Title:    Vice President
	
	 	 




Protective Life Secured Trust 2004-21

Omnibus Instrument

Execution Page 5 of 7  


24





 


	

 	

THE BANK OF NEW YORK (in executing below agrees and becomes a party to (i) the Indenture set forth in Section E herein, not in its individual capacity but solely in its capacity as Indenture Trustee, Registrar, Transfer Agent, Paying Agent
and Calculation Agent, (ii) the Expense and Indemnity Agreement set forth in Section C herein, not in its individual capacity but solely in its capacity as Indenture Trustee and (iii) the Coordination Agreement set forth in
Section H herein, not in its individual capacity but solely in its capacity as Indenture Trustee).
	

 	

By:	

/s/  MILLIE CICERO      

	 	 	Name:  Millie Cicero
	 	 	Title:    Assistant Treasurer
	
	 	 




Protective Life Secured Trust 2004-21

Omnibus Instrument

Execution Page 6 of 7  


25





 


	

 	

INCAPITAL LLC (in executing below agrees and becomes a party to the Selling Agent Agreement set forth in Section F herein on behalf of itself and each of the agents named in the Pricing Supplement).
	

 	

By:	

/s/  BRIAN WALKER      

	 	 	Name:  Brian Walker
	 	 	Title:    Managing Director
	
	 	 




Protective Life Secured Trust 2004-21

Omnibus Instrument

Execution Page 7 of 7  


26






 
Index of Exhibits, Schedules and Annexes to Omnibus Instrument  


Exhibits  



	EXHIBIT A	 	 
	

Section A-1	
 	

Standard Statutory Trust Terms—Incorporated herein by reference to Exhibit 4.7 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
	

Section A-2	
 	

Standard Common Law Trust Terms—Incorporated herein by reference to Exhibit 4.9 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
	

EXHIBIT B	
 	

Standard Administrative Services Terms—Incorporated herein by reference to Exhibit 4.12 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
	

EXHIBIT C	
 	

Standard Expense and Indemnity Agreement Terms—Incorporated herein by reference to Exhibit 10.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
	

EXHIBIT D	
 	

Standard License Agreement Terms—Incorporated herein by reference to Exhibit 99.1 to Protective Life Insurance Company's Current Report on Form 8-K, filed on March 3, 2004.
	

EXHIBIT E	
 	

Standard Indenture Terms—Incorporated herein by reference to Exhibit 4.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
	

EXHIBIT F	
 	

Standard Selling Agent Agreement Terms—Incorporated herein by reference to Exhibit 1.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
	

EXHIBIT G	
 	

Standard Distribution Agreement Terms—Incorporated herein by reference to Exhibit 1.3 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
	

SCHEDULE 1	
 	

Selling Agent Agreement Specifications.
	

ANNEX A	
 	

Pricing Supplement—Incorporated herein by reference to Pricing Supplement No. 21 with respect to Protective Life Secured Trust 2004-21, filed on April 6, 2004, with the Securities and Exchange Commission pursuant to Rule 424(b)(5)
under the Securities Act of 1933, as amended.




27





 
SCHEDULE
1 


Selling Agent Agreement Specifications  


        In connection with Section VI(a)(viii) of the Selling Agent Agreement, the Program under which the Notes are issued, as well as the Notes are rated
Aa3 by Moody's and the Notes are rated AA by S&P. In connection with Section VI(b)(xiv) of the Selling Agent Agreement, the Company's financial strength rating is Aa3 by Moody's and AA
by S&P. 


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QuickLinks



EXHIBIT 4.2