Exhibit 4.3


 


FORM OF
RETAIL GLOBAL NOTE


 


CUSIP
NO.         


 




PROTECTIVE LIFE SECURED TRUST
[        ]-[    ]

[INTERNOTE®][SECURED MEDIUM-TERM NOTE]


 


REGISTERED FACE AMOUNT:  $                      

No.


 


THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF A DEPOSITARY
(AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND UNLESS ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


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Principal Amount:  $____________


Original Issue Date:


Price to Public:


Stated Maturity Date:


Settlement Date and Time:


Securities Exchange
Listing:  o
Yes  o
No.  If yes, indicate name(s) of Securities Exchange(s) ________________.


Depositary:


Authorized Denominations
(if other than $2,000 and integral multiples of $1,000):


Collateral held in the Trust:  Protective Life Insurance Company Funding
Agreement No. •, all proceeds, rights and books and records related
thereto.


Interest Rate or Formula:


Fixed Rate Note:  o
Yes o No.  If yes,


Interest
Rate:


Interest
Payment Frequency:


o Monthly            o
Quarterly


o
Semi-annually   o
Annually


Additional/Other
Terms:


Amortizing Note:  o
Yes o No.  If yes,


Amortization
schedule or formula:


Additional/Other
Terms:


Discount Note:  o
Yes o No.  If yes,


Registered
Face Amount:


Total
Amount of Discount:


Yield
to Maturity:


Additional/Other
Terms:


Redemption Provisions: 
o Yes  o No.  (If
yes, the Trust will redeem the Note on the date and to the extent that the
Funding Agreement (as defined in the Indenture) has been redeemed by Protective
Life Insurance Company (“Protective Life”). Protective Life has the right to
redeem the Funding Agreement, in full or in part, on _______________ (such
date, the “Initial Redemption Date”) or on any other Interest Payment Date
thereafter).


Initial
Redemption Percentage:


Annual
Redemption Percentage Reduction, if any:


Additional/Other
Terms:


Repayment Provisions: 
o Yes  o No.  (If
yes, the Holder of this Note has the right to repayment of this Note on any
Interest Payment Date after ____________).


Additional/Other
Terms:


Survivor’s Option:  o
Yes  o
No.  (If yes, the attached Survivor’s Option is incorporated into this
Note).


Trust
Put Limitation:_______________


Floating Rate Note:  o
Yes o No.  If yes,


Interest
Rate:


Interest
Rate Basis(es) (or Base Rate):


CD
Rate o


Commercial
Paper Rate o


Federal
Funds (Effective) Rate o


Federal
Funds (Open) Rate o


LIBOR o


o LIBOR Reuters
Page:


o Other
Designated


LIBOR Page:


Designated
LIBOR Currency:


EURIBOR
o


Treasury
Rate (other than Constant Maturity Treasury Rate) o


Constant
Maturity Treasury Rate o


Designated
CMT Reuters Page:


If Reuters Page FEDCMT:


o
Weekly Average


o
Monthly Average


Designated
CMT Maturity Index:


Prime
Rate o


Constant
Maturity Swap Rate o


Eleventh
District Cost of Funds Rate o


Inverse
Floating Rate Note o


Fixed
Interest Rate:


Floating
Rate/Fixed Rate o


Fixed
Interest Rate:


Fixed
Rate Commencement Date:


Index
Maturity:


Spread
and/or Spread Multiplier, if any:


Initial
Interest Rate, if any:


Initial
Interest Reset Date:


Interest
Reset Dates:


Rate
Determination Date(s):


Interest
Payment Frequency:


o Monthly              o
Quarterly


o Semi-Annually   o Annually


Maximum
Interest Rate, if any:


Minimum
Interest Rate, if any:


Additional/Other
Terms:


Regular Record Date(s):


Sinking Fund:


Day Count Convention:


o 30 over 360           o
Actual over Actual


o Actual over 360    o
Other (See attached)


Specified Currency:  U.S. Dollars


Calculation Agent:


Additional/Other Terms:


 


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The Protective Life Secured Trust designated above
(the “Trust”), for value received, hereby promises to pay to Cede &
Co., or its registered assigns, the Principal Amount on the Stated Maturity
Date and, if so specified above, to pay interest thereon from the Original
Issue Date specified above or from the most recent Interest Payment Date
specified herein to which interest has been paid or duly provided for at the
rate per annum determined in accordance with the provisions on the reverse
hereof and as specified above, until the principal hereof is paid or made
available for payment and (to the extent that the payment of such interest
shall be legally enforceable) at such rate per annum on any overdue principal
and premium and on any overdue installment of interest as specified above. The “Principal
Amount” of this Note at any time means (1) if this Note is a Discount Note
(as hereinafter defined), the Amortized Face Amount (as defined in Section 2(b) on
the reverse hereof) at such time, (2) if this Note is an Amortizing Note
(as defined in Section 2(c) on the reverse hereof), the
Outstanding Face Amount (as defined in Section 2(c) on the
reverse hereof) at such time and (3) in all other cases, the Registered
Face Amount hereof. Capitalized terms not otherwise defined herein shall have
their meanings set forth in the Indenture, dated as of the Original Issue Date
specified in the Pricing Supplement (the “Indenture”), between The Bank of New
York Mellon (the “Indenture Trustee”) and the Trust, or on the face hereof.


 


This Note will mature on the Stated Maturity Date,
unless its principal (or, any installment of its principal) becomes due and
payable prior to the Stated Maturity Date whether, as applicable, by the
declaration of acceleration of maturity, notice of redemption at the direction
of the Trust, notice of the Holder’s option to elect repayment or otherwise
(the Stated Maturity Date or any date prior to the Stated Maturity Date on
which the principal amount of this Note becomes due and payable, as the case
may be, are referred to as the “Maturity Date” with respect to principal of
this Note repayable on such date).


 


A “Discount Note” is any Note that has a Price to
Public that is less than 100% of the Registered Face Amount thereof by more
than a percentage equal to the product of 0.25% and the number of full years to
the Stated Maturity Date.


 


Except as provided in the following paragraph, the
Trust will pay interest on each Interest Payment Date specified herein,
commencing with the first (1st) Interest Payment Date next succeeding the
Original Issue Date, and on the Maturity Date; provided that
any payment of principal, premium, if any, or interest to be made on any
Interest Payment Date or on a Maturity Date that is not a Business Day shall be
made on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date or such Maturity Date, as the case may be,
except that with respect to Interest Payment Dates, other than the Maturity
Date, if this Note is a LIBOR Note or a EURIBOR Note and such next succeeding
Business Day falls in the next calendar month, such payment shall be made on
the Business Day immediately preceding the Interest Payment Date; provided that, in connection with
Floating Rate Notes, and except in the 


 


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case of an Interest Payment Date that falls on a
Maturity Date, interest will continue to accrue to but excluding the date the
interest is paid. Unless otherwise specified above, the interest payable on
each Interest Payment Date or the Maturity Date will be the amount of interest
accrued from and including the Original Issue Date or from and including the
last Interest Payment Date to which interest has been paid or duly provided
for, as the case may be, to, but excluding, such Interest Payment Date or the
Maturity Date, as the case may be.


 


Unless otherwise specified above, the interest
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the Regular Record Date for such Interest Payment Date, which Regular Record
Date shall be the fifteenth (15th) calendar day, whether or not a Business Day,
immediately preceding the related Interest Payment Date; provided that, notwithstanding
any provision of the Indenture to the contrary, interest payable on any
Maturity Date shall be payable to the Person to whom principal shall be
payable; and provided, further, that unless
otherwise specified above, in the case of a Note initially issued between a
Regular Record Date and the Interest Payment Date relating to such Regular
Record Date, interest for the period beginning on the Original Issue Date and
ending on such Interest Payment Date shall be paid on the Interest Payment Date
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date. Any such interest not so punctually
paid or duly provided for shall be payable as provided in the Indenture.


 


The principal of and interest on this Note are payable
in immediately available funds in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts at the Corporate Trust Office of the Indenture Trustee (or any
such Paying Agent). Payments of principal, interest and other amounts hereon
(other than on the Maturity Date) will be made in accordance with existing
arrangements between the Indenture Trustee (or any such Paying Agent) and the
Depositary. Any principal, premium and/or interest payable hereon on the
Maturity Date will be paid by wire transfer in immediately available funds to
an account specified by the Depositary upon surrender of this Note at the
Corporate Trust Office of the Indenture Trustee (or any such Paying Agent), provided that this Note is
presented to the Indenture Trustee (or any such Paying Agent) in time for the
Indenture Trustee (or any such Paying Agent) to make such payments in such
funds in accordance with its normal procedures.


 


Unless otherwise specified on the face hereof, the
Holder hereof will not be obligated to pay any administrative costs imposed by
banks in making payments in immediately available funds by the Trust. Unless
otherwise specified on the face hereof, any tax assessment or governmental
charge imposed upon payments hereunder, including, without limitation, any
withholding tax, will be borne by the Holder thereof.


 


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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.


 


Unless the certificate of authentication hereon shall
have been executed by the Indenture Trustee pursuant to the Indenture, this
Note shall not be entitled to any benefit under such Indenture or be valid or
obligatory for any purpose.


 


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IN WITNESS WHEREOF, the Trust has caused this
instrument to be duly executed, by manual or facsimile signature.


 


	
   

  	
  THE PROTECTIVE LIFE SECURED TRUST SPECIFIED ON THE
  FACE OF THIS NOTE

  
	
   

  	
   

  
	
  Dated: Original
  Issue Date

  	
  By: Wilmington
  Trust Company, not in its individual capacity but solely as Delaware Trustee.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


CERTIFICATE OF
AUTHENTICATION


 


This is one of the Notes of the Protective Life
Secured Trust specified on the face of this Note referred to in the
within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK MELLON

  
	
   

  	
  As Indenture Trustee

  
	
   

  	
   

  
	
  Dated:  Original
  Issue Date

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


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[REVERSE
OF NOTE]


 


Section 1.              General. This
Note is one of a duly authorized issue of Notes of the Protective Life Secured
Trust designated on the face hereof (the “Trust”). The Series of Notes are
issued pursuant to the Indenture. Capitalized terms not otherwise defined
herein shall have their meanings set forth in the Indenture.


 


Section 2.              Determination of Interest Rate and Certain
Other Terms.


 


(a)           Fixed Rate Notes.


 


(i)            If this Note is
specified on the face hereof as a “Fixed Rate Note,” for the period from the
Original Issue Date, or from the last Interest Payment Date to which interest
has been paid or duly provided for, as the case may be, the interest rate
hereon shall be at the rate per annum stated on the face hereof until, but
excluding the date on which the Principal Amount is paid or made available for
payment. Unless otherwise specified on the face hereof, the rate of interest
payable on this Note will not be adjusted.


 


(ii)           Unless otherwise specified
on the face hereof, the Interest Payment Dates for a Note that provides for
monthly interest payments shall be the fifteenth (15th) day of each calendar
month, beginning in the first (1st) calendar month following the month in which
the Note was issued; in the case of a Note that provides for quarterly interest
payments, the Interest Payment Dates shall be the fifteenth (15th) day of every
third (3rd) calendar month, beginning in the third (3rd) calendar month
following the month in which the Note was issued; in the case of a Note that
provides for semi-annual interest payments, the Interest Payment Dates shall be
the fifteenth (15th) day of every sixth (6th) calendar month, beginning in the
sixth (6th) calendar month following the month in which the Note was issued;
and in the case of a Note that provides for annual interest payments, the
Interest Payment Date shall be the fifteenth (15th) day of every twelfth (12th)
calendar month, beginning in the twelfth (12th) calendar month following the
month in which the Note was issued. Interest will be computed on the basis of a
360-day year of twelve 30-day months or, in the case of an incomplete month,
the number of days elapsed.


 


(b)           Discount Notes.


 


(i)            If this Note is
specified on the face hereof as a “Discount Note,” this Note shall bear
interest at the rate set forth on the face hereof in the same manner as set
forth in Section 2(a) above, and payments of principal and
interest shall be made as set forth on the face hereof.


 


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(ii)           In the event a Discount
Note is redeemed, repaid or accelerated, the amount payable to the Holder of
such Note on the Maturity Date will be equal to the sum of (1) the Price
to Public (increased by any accruals of Discount) and, in the event of any
redemption of Discount Notes, if applicable, multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable); and (2) any unpaid interest accrued on such
Discount Notes to the Maturity Date (such sum, the “Amortized Face Amount”). For
purposes of determining the amount of Discount that has accrued as of any date
on which a redemption, repayment or acceleration of this Note occurs for
Discount Notes, the Discount will be accrued using a Constant Yield Method. The
Constant Yield Method will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates for the Discount Notes (with ratable accruals within a compounding
period), a coupon rate equal to the initial coupon rate applicable to the
applicable Discount Notes and an assumption that the Stated Maturity Date of
such Discount Notes will not be accelerated. If the period from the Original
Issue Date to the first (1st) Interest Payment Date for Discount Notes (the “Initial
Period”) is shorter than the compounding period for such Discount Notes, a
proportionate amount of the yield for an entire compounding period will be
accrued. If the Initial Period is longer than the compounding period, then the
period will be divided into a regular compounding period and a short period
with the short period being treated as provided above.


 


(c)           Amortizing Notes.


 


(i)            If this Note is
specified on the face hereof as an “Amortizing Note,” this Note shall bear
interest at the rate set forth on the face hereof, in the same manner as set
forth in Section 2(a) above and payments of principal, premium
(if any) and interest shall be made as set forth on the face hereof and/or in
accordance with Schedule  I attached
hereto.


 


(ii)           If it is specified on
the face hereof that this Note is an Amortizing Note, the Trust will make
payments combining principal, premium (if any) and interest, if applicable, on
the dates and in the amounts set forth in the table, or in accordance with the
formula, appearing in Schedule I, attached to this Note. If this Note is
an Amortizing Note, payments made hereon will be applied first to interest due
and payable on each such payment date and then to the reduction of the
Outstanding Face Amount. The term “Outstanding Face Amount” means, at any time,
the amount of unpaid principal hereof at such time.


 


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(d)           Floating Rate Notes.


 


(i)            If this Note is
specified on the face hereof as a “Floating Rate Note,” interest on this Note
shall accrue and be payable in accordance with this Section 2(d). A
Floating Rate Note may be a CD Rate Note, Commercial Paper Rate Note, Federal
Funds (Effective) Rate Note, Federal Funds (Open) Rate Note, LIBOR Note,
EURIBOR Note, Treasury Rate Note, Constant Maturity Treasury Rate Note, Prime
Rate Note, Constant Maturity Swap Rate Note, Eleventh District Cost of Funds
Rate Note, an Inverse Floating Rate Note or a Floating Rate/Fixed Rate Note. For
the period from the Original Issue Date to, but not including, the first (1st)
Interest Reset Date set forth on the face hereof, the interest rate hereon
shall be the Initial Interest Rate specified on the face hereof. Thereafter,
the interest rate hereon will be reset as of and be effective as of each
Interest Reset Date; provided, however, that the interest
rate in effect for the ten (10) days immediately prior to the Maturity
Date will be that in effect on the tenth (10th) day preceding such Maturity
Date.


 


(A)          Unless specified
otherwise on the face hereof, Interest Reset Dates are as follows:  (1) in the case of Notes that reset
daily, each Business Day, (2) in the case of Notes that reset weekly,
other than Treasury Rate Notes, the Wednesday of each week, (3) in the
case of Treasury Rate Notes that reset weekly and except as provided below
under “Treasury Rate Notes,” the Tuesday of each week, (4) in the case of
Notes that reset monthly, the fifteenth (15th) day of each calendar month,
beginning in the first (1st) calendar month following the month in which the
Note was issued, (5) in the case of Eleventh District Cost of Funds Rate
Notes that reset monthly, the first (1st) calendar day of each month, (6) in
the case of Notes that reset quarterly, the fifteenth (15th) day of every third
(3rd) calendar month, beginning in the third (3rd) calendar month following the
month in which the Note was issued, (7) in the case of Notes that reset
semiannually, the fifteenth (15th) day of every sixth (6th) calendar month,
beginning in the sixth (6th) calendar month following the month in which the
Note was issued and (8) in the case of Notes that reset annually, the
fifteenth (15th) day of every twelfth (12th) calendar month, beginning in the
twelfth (12th) calendar month following the month in which the Note was issued.


 


(B)           If any Interest Reset
Date would otherwise be a day that is not a Business Day (or, if this Note is a
LIBOR Note, a day that is not a London Business Day or, if this Note is a
EURIBOR Note, a day that is not a Euro Business Day), such Interest Reset 


 


9

















 


Date shall be postponed to the next day that is also a
Business Day (or, if this Note is a LIBOR Note, to the next day that is a
London Business Day or, if this Note is a EURIBOR Note, to the next day that is
a Euro Business Day); provided, however, that if this Note
is a LIBOR Note and such London Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the London Business Day immediately
preceding such Reset Date and if this Note is a EURIBOR Note and such Euro
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the Euro Business Day immediately preceding such Reset Date. If this
Note is a Treasury Rate Note (as defined below) and an auction date for direct
obligations of United States securities shall fall on any Interest Reset Date,
then such Interest Reset Date shall instead be the first (1st) Business Day
immediately following such auction date.


 


(C)           If this Note has more
than one Interest Reset Date, accrued interest will be calculated by
multiplying the Principal Amount of the Note specified on the face hereof by an
Accrued Interest Factor. The Accrued Interest Factor will be computed by adding
the interest factors calculated for each day in the Interest Reset Period for
which accrued interest is being calculated. The Interest Reset Period is the
period from each Interest Reset Date to, but not including, the following
Interest Reset Date. Unless otherwise specified on the face hereof, the
Interest Factor for each such day will be computed by dividing the interest
rate in effect on that day by 360, in the case of CD Rate Notes, Commercial
Paper Rate Notes, Federal Funds (Effective) Rate Notes, Federal Funds (Open)
Rate Notes, LIBOR Notes, EURIBOR Notes, Prime Rate Notes, Constant Maturity
Swap Rate Notes and Eleventh District Cost of Funds Rate Notes. In the case of
Treasury Rate Notes and Constant Maturity Treasury Rate Notes, the Interest
Factor for each such day will be computed by dividing the interest rate by the
actual number of days in the year. The Interest Rate Basis shall be set forth
on the face hereof and shall be the Interest Rate Basis, as adjusted in
accordance with any Spread or Spread Multiplier and subject to any Maximum
Interest Rate or Minimum Interest Rate specified on the face hereof. Notwithstanding
Section 2(d)(i)(E) below, the Interest Factor will be
expressed as a decimal calculated to seven decimal places without rounding. For
purposes of making the foregoing calculation, the interest rate in effect on
any Interest Reset Date will be the applicable rate as reset on that date. Unless
otherwise specified on the face hereof, the interest rate that is 


 


10

















 


effective on the applicable Interest Reset Date will
be determined on the applicable Rate Determination Date and calculated on the
applicable Calculation Date. Unless otherwise specified on the face hereof, the
interest rate in effect for each day to and excluding the next Interest Reset
Date will be the interest rate that was in effect on the preceding Interest
Reset Date. “Calculation Date” means the date by which the Calculation Agent
specified on the face hereof, is to calculate the interest rate which, unless
otherwise specified on the face hereof, will be the earlier of (1) the
fifth (5th) Business Day after the related Rate Determination Date, or if any
such day is not a Business Day, the next Business Day and (2) the Business
Day preceding the applicable Interest Payment Date or the Maturity Date;
provided that with respect to LIBOR Notes, EURIBOR Notes and Eleventh District
Cost of Funds Rate Notes, “Calculation Date” means the particular LIBOR
Determination Date, EURIBOR Determination Date or Eleventh District Cost of
Funds Rate Determination Date, as applicable.


 


(D)          If this Note has one
Interest Reset Date, accrued interest will be calculated by multiplying the
Principal Amount of the Note specified on the face hereof by the interest rate
in effect during the period for which accrued interest is being calculated. That
product is then multiplied by the quotient obtained by dividing the number of
days in the period for which accrued interest is being calculated by 360, in
the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds
(Effective) Rate Notes, Federal Funds (Open) Rate Notes, LIBOR Notes, EURIBOR
Notes, Prime Rate Notes, Constant Maturity Swap Rate Notes and Eleventh
District Cost of Funds Rate Notes. In the case of Treasury Rate Notes and
Constant Maturity Treasury Rate Notes, the product is multiplied by the
quotient obtained by dividing the number of days in the period for which
accrued interest is being calculated by the actual number of days in the year.


 


(E)           Unless otherwise
specified on the face hereof, all percentages resulting from any calculation of
the interest rate on this Note will be rounded, if necessary, to the nearest
1/100,000 of 1% (.0000001), with five one-millionths of a percentage point
rounded upward. All currency amounts used in, or resulting from, the
calculation on a Floating Rate Note will be rounded to the nearest
one-hundredth of a unit. For purposes of such rounding, .005 of a unit will be
rounded upward.


 


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(ii)           Unless otherwise
specified on the face hereof and except as provided below, the Interest Payment
Date for a Floating Rate Note shall be as follows:  (1) if the Reset Date for a Note is
daily, weekly or monthly, the Interest Payment Date shall be the fifteenth
(15th) day of each calendar month, beginning in the first (1st) calendar month
following the month in which the Note was issued, (2) if the Reset Date
for a Note is quarterly, the fifteenth (15th) day of every third (3rd) calendar
month, beginning in the third (3rd) calendar month following the month in which
the Note was issued, (3) if the Reset Date for a Note is semiannually, the
fifteenth (15th) day of every sixth (6th) calendar month, beginning in the
sixth (6th) calendar month following the month in which the Note was issued, (4) if
the Reset Date for a Note is annually, the fifteenth (15th) day of every
twelfth (12th) calendar month, beginning in the twelfth (12th) calendar month
following the month in which the Note was issued. In each of these cases,
interest will also be payable on the Maturity Date.


 


(iii)          If specified on the face
hereof, this Note may have either or both of a Maximum Interest Rate or Minimum
Interest Rate. If a Maximum Interest Rate is so designated, the interest rate
for a Floating Rate Note cannot ever exceed such Maximum Interest Rate and in
the event that the interest rate on any Interest Reset Date would exceed such
Maximum Interest Rate (as if no Maximum Interest Rate were in effect) then the
interest rate on such Reset Date shall be the Maximum Interest Rate. If a
Minimum Interest Rate is so designated, the interest rate for a Floating Rate
Note cannot ever be less than such Minimum Interest Rate and in the event that
the interest rate on any Interest Reset Date would be less than such Minimum
Interest Rate (as if no Minimum Interest Rate were in effect) then the interest
rate on such Reset Date shall be the Minimum Interest Rate. Notwithstanding
anything to the contrary contained herein, the interest rate on a Floating Rate
Note shall not exceed the maximum interest rate permitted by applicable law.


 


(iv)          All determinations of
interest by the Calculation Agent will, in the absence of manifest error, be
conclusive for all purposes and binding on the Trust, the Indenture Trustee and
the Holder of this Note and neither the Trust, the Indenture Trustee nor the
Calculation Agent shall have any liability to the Holder of this Note in
respect of any determination, calculation, quote or rate made or provided by
the Calculation Agent. Upon request of the Holder of this Note, the Calculation
Agent will provide the interest rate then in effect and, if determined, the
interest rate that will become effective on the next Interest Reset Date with
respect to this Note. The Calculation Agent will notify the Indenture Trustee,
Paying Agent, Registrar, the Trust and if this Note is listed on a stock
exchange, and the rules of such exchange so require, such exchange of each
determination of the interest rate, Initial Interest Period, Interest Reset
Period, and interest amount payable applicable to this Note promptly after such
determination is made. If the 


 


12

















 


Calculation Agent is incapable or unwilling to act as
such or if the Calculation Agent fails duly to establish the interest rate for
any interest accrual period or to calculate the interest amount or any other
requirements, the Trust will appoint the Paying Agent or another leading
commercial bank to act as such in its place.


 


(v)           Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date,
the rate of interest on this Note on and after the first (1st) Interest Reset
Date shall be the interest rate determined in accordance with the provisions of
the heading below which has been designated as the Interest Rate Basis on the
face hereof, the base rate, multiplied by the Spread Multiplier, if any,
specified on the face hereof and/or plus or minus the Spread, if any, specified
on the face hereof.


 


(A)          CD Rate Notes. If
the Interest Rate Basis is the CD Rate, this Note shall be deemed to be a “CD
Rate Note.” A CD Rate Note will bear interest at the interest rate calculated
with reference to the CD Rate and the Spread or Spread Multiplier, if any. The Calculation
Agent will determine the CD Rate for each CD Rate Determination Date by the
Calculation Date pertaining to such CD Rate Determination Date. The CD Rate
Determination Date is the second (2nd) Business Day prior to the Interest Reset
Date for each Interest Reset Period. Unless otherwise specified on the face
hereof, “CD Rate” means the rate for negotiable certificates of deposit having
the Index Maturity specified on the face hereof as published in H.15(519) under
the heading “CDs (Secondary Market)” or, if not so published by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to such CD Rate
Determination Date, the CD Rate for the Interest Reset Period will be the rate
on such date for negotiable certificates of deposit of the applicable Index
Maturity as published in the H.15 Daily Update under the heading “CDs
(Secondary Market).”  If such rate is not
yet published in either H.15(519) or the H.15 Daily Update by 3:00 p.m.,
New York City time, on such Calculation Date, then the CD Rate will be the
arithmetic mean of the secondary market offered rates as of 3:00 p.m., New
York City time, on such date, of three (3) leading nonbank dealers in
negotiable U.S. Dollar certificates of deposit in New York City selected by the
Calculation Agent after consultation with the Trust for negotiable certificates
of deposit of major United States money center banks of the highest credit
standing (in the market for negotiable certificates of deposit) with a
remaining maturity closest to the applicable Index Maturity in a denomination
of $5,000,000; provided, however, that if the dealers
selected as aforesaid by the 


 


13

















 


Calculation Agent are not quoting as mentioned above,
the CD Rate for the applicable Interest Reset Period will be the CD Rate for
the immediately preceding Interest Reset Period. If there was no such Interest
Reset Period, the CD Rate shall be the Initial Interest Rate. “H.15(519)” means
the publication entitled “Statistical Release H.15(519), Selected Interest
Rates,” or any successor publication, published weekly by the Board of
Governors of the Federal Reserve System; and “H.15 Daily Update” means the
daily update of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update/, or any successor site or
publication.


 


(B)           Commercial Paper
Rate Notes. If the Interest Rate Basis is the Commercial Paper Rate, this
Note shall be deemed to be a “Commercial Paper Rate Note.” A Commercial Paper
Rate Note will bear interest for each Interest Reset Period at the interest
rate calculated with reference to the Commercial Paper Rate and the Spread or
Spread Multiplier, if any. The Calculation Agent will determine the Commercial
Paper Rate for each Commercial Paper Rate Determination Date by the Calculation
Date pertaining to such Commercial Paper Rate Determination Date. The
Commercial Paper Rate Determination Date is the second (2nd) Business Day prior
to the Interest Reset Date for each Interest Reset Date for each Interest Reset
Period. Unless otherwise specified on the face hereof, “Commercial Paper Rate”
means the Money Market Yield (calculated as described below) on the Calculation
Date of the rate for commercial paper having the Index Maturity specified on
the face hereof as such rate is published in H.15(519) under the heading “Commercial
Paper — Nonfinancial.”  If such rate is
not published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Commercial Paper Rate Determination Date, then the
Commercial Paper Rate for the Interest Reset Period shall be the Money Market
Yield of the rate on such date for commercial paper having the applicable Index
Maturity as published in the H.15 Daily Update or such other recognized
electronic source used for the purpose of displaying such rate, under the
heading “Commercial Paper — Nonfinancial.” 
If such rate is not yet published in either H.15(519) or H.15 Daily
Update or such other recognized electronic source used for the purpose of
displaying this rate, by 3:00 p.m., New York City time, on such
Calculation Date, then the Commercial Paper Rate for the Interest Reset Period
shall be the Money Market Yield of the 


 


14

















 


arithmetic mean of the offered rates, as of 3:00 p.m.,
New York City time, on such date, of three (3) leading dealers of
commercial paper in New York City selected by the Calculation Agent after
consultation with the Trust for commercial paper having the applicable Index
Maturity placed for an industrial issuer whose bond rating is “AA” or the
equivalent, from a nationally recognized securities rating agency; provided, however, that if the dealers selected by the
Calculation Agent are not quoting offered rates as mentioned above, the
Commercial Paper Rate for the Interest Reset Period will be the same as the
Commercial Paper Rate for the immediately preceding Interest Reset Period. If
there was no such Interest Reset Period, the Commercial Paper Rate will be the
Initial Interest Rate. “Money Market Yield” shall be a yield calculated in
accordance with the following formula:


 


	
  Money Market
  Yield

  	
  =

  	
  D X 360

  	
  x

  	
  100

  
	
   

  	
   

  	
  360 - (D X M)

  	
   

  	
   

  



 


where “D” refers to the per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal; and “M”
refers to the actual number of days in the applicable Index Maturity.


 


(C)           Federal Funds
(Effective) Rate Notes. If the Interest Rate Basis is the Federal Funds
(Effective) Rate, this Note shall be deemed to be a “Federal Funds (Effective)
Rate Note.” A Federal Funds (Effective) Rate Note will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Federal Funds (Effective) Rate and the Spread or Spread Multiplier, if any. The
Calculation Agent will determine the Federal Funds (Effective) Rate for each
Federal Funds (Effective) Rate Determination Date by the Calculation Date
pertaining to such Federal Funds (Effective) Rate Determination Date. The
Federal Funds (Effective) Rate Determination Date is the first (1st) Business
Day prior to the Interest Reset Date for each Interest Reset Period. Unless
otherwise specified on the face hereof, “Federal Funds (Effective) Rate” means
the rate for Federal Funds as published in H.15(519) under the heading “Federal
Funds (Effective),” as this rate is displayed on Reuters on page FEDFUNDS
1, or any successor service or page (“Reuters Page FEDFUNDS 1”) or,
if not so displayed or published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Federal Funds (Effective) Rate
Determination Date, the Federal Funds (Effective) Rate for the Interest Reset
Period will be the rate 


 


15

















 


on such Calculation Date as published in the H.15
Daily Update, or another recognized electronic source used for the purpose of
displaying this rate, under the heading “Federal Funds (Effective).”  If such rate is not yet published in either
H.15(519), H.15 Daily Update or another recognized electronic source used for the
purpose of displaying this rate by 3:00 p.m., New York City time, on the
Calculation Date then the Federal Funds (Effective) Rate for such Interest
Reset Period will be the arithmetic mean of the rates, as of 3:00 p.m.,
New York City time, on the Calculation Date, for the last transaction in
overnight Federal Funds arranged by three (3) leading brokers of Federal
Funds transactions in New York City selected by the Calculation Agent after
consultation with the Trust. If the dealers selected by the Calculation Agent,
however, are not quoting rates as described above, the Federal Funds
(Effective) Rate for the Interest Reset Period will be the same as the Federal
Funds (Effective) Rate in effect for the immediately preceding Interest Reset
Period. If there was no such Interest Reset Period, the Federal Funds
(Effective) Rate will be the Initial Interest Rate.


 


If this Note is a Federal
Funds (Effective) Rate Note that resets daily, the interest rate on the Note
for the period from and including a Monday to, but excluding, the succeeding
Monday will be reset by the Calculation Agent on the second (2nd) Monday, or,
if not a Business Day, on the next Business Day, to a rate equal to the average
of the Federal Funds (Effective) Rates in effect for each such day in such
week.


 


(D)          Federal Funds (Open)
Rate Notes. If the Interest Rate Basis is the Federal Funds (Open) Rate,
this Note shall be deemed to be a “Federal Funds (Open) Rate Note.” A Federal
Funds (Open) Rate Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Federal Funds (Open) Rate and
the Spread or Spread Multiplier, if any. The Calculation Agent will determine
the Federal Funds (Open) Rate for each Federal Funds (Open) Rate Determination
Date by the Calculation Date pertaining to such Federal Funds (Open) Rate
Determination Date. The Federal Funds (Open) Rate Determination Date is the
first (1st) Business Day prior to the Interest Reset Date for each Interest
Reset Period. Unless otherwise specified on the face hereof, “Federal Funds
(Open) Rate” means the rate for Federal Funds as published in H.15(519) under
the heading “Federal Funds” and opposite the caption 


 


16

















 


“Open” as this rate is displayed on Reuters on page 5,
or any successor service or page (“Reuters Page 5”) or, if not so
displayed or published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Federal Funds (Open) Rate Determination
Date, the Federal Funds (Open) Rate for the Interest Reset Period will be the
rate on such Calculation Date as reported by Prebon Yamane (or a successor) on
Bloomberg that appears on FEDSPREB Index. If such rate is not yet published in
either Reuters Page 5 or FEDSPREB Index on Bloomberg, by 3:00 p.m.,
New York City time, on the Calculation Date then the Federal Funds (Open) Rate
for such Interest Reset Period will be the arithmetic mean of the rates, before
9:00 a.m., New York City time, on the Calculation Date, for the last
transaction in overnight Federal Funds arranged by three (3) leading
brokers of Federal Funds transactions in New York City selected by the
Calculation Agent after consultation with the Trust. If the dealers selected by
the Calculation Agent, however, are not quoting rates as described above, the
Federal Funds (Open) Rate for the Interest Reset Period will be the same as the
Federal Funds (Open) Rate in effect for the immediately preceding Interest
Reset Period. If there was no such Interest Reset Period, the Federal Funds
(Open) Rate will be the Initial Interest Rate.


 


If this Note is a Federal Funds (Open) Rate Note that
resets daily, the interest rate on the Note for the period from and including a
Monday to, but excluding, the succeeding Monday will be reset by the
Calculation Agent on the second (2nd) Monday, or, if not a Business Day, on the
next Business Day, to a rate equal to the average of the Federal Funds (Open)
Rates in effect for each such day in such week.


 


(E)           LIBOR Notes. If
the Interest Rate Basis is LIBOR, this Note shall be deemed to be a “LIBOR
Note.” A LIBOR Note will bear interest for each Interest Period at the interest
rate calculated with reference to LIBOR and the Spread or Spread Multiplier, if
any. The Calculation Agent will determine LIBOR for each LIBOR Determination
Date by the Calculation Date pertaining to such LIBOR Determination Date. The
LIBOR Determination Date is the second (2nd) London Business Day prior to the
Interest Reset Date for each Interest Reset Period.


 


(1)           Unless otherwise
indicated on the face hereof, on a LIBOR Determination Date, the Calculation
Agent will determine LIBOR for each Interest Reset Period 


 


17

















 


as follows:


 


The Calculation Agent will determine the offered rates
for deposits in U.S. Dollars for the period of the Index Maturity specified on
the face hereof, commencing on the Interest Reset Date, which appears on the “designated
LIBOR page” as of 11:00 a.m., London time, on that LIBOR Determination
Date. If “LIBOR Reuters” is designated on the face hereof, or if no designation
is made, “designated LIBOR page” means the arithmetic mean determined by the
Calculation Agent of the two (2) or more offered rates (unless the
designated LIBOR page by its terms provides only for a single rate, in
which case such single rate shall be used) on the display on the Reuters Page “LIBOR01,”
or any successor service or page for the purpose of displaying the London
interbank offered rates of major banks. If another page is designated on
the face hereof, “designated LIBOR page” means such page so designated.


 


(2)           If LIBOR cannot be
determined on a LIBOR Determination Date as described above, then the
Calculation Agent will determine LIBOR as follows:


 


The Calculation Agent will select four (4) major
banks in the London interbank market after consultation with the Trust. The
Calculation Agent will request that the principal London offices of those four (4) selected
banks provide their offered quotations to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on the LIBOR
Determination Date. These quotations will be for deposits in U.S. Dollars for
the period of the Index Maturity specified on the face hereof, commencing on
the Interest Reset Date. Offered quotations must be based on a principal amount
equal to an amount that is representative of a single transaction in U.S.
Dollars in the market at the time. If two (2) or more quotations are
provided, LIBOR for the Interest Reset Period will be the arithmetic mean of
the quotations. If fewer than two (2) quotations are provided, the
Calculation Agent will select three (3) major banks in New York City after
consultation with the Trust and then determine LIBOR for the Interest Reset
Period as the arithmetic mean of rates quoted by 


 


18

















 


those three (3) major banks in New York City to
leading European banks at approximately 3:00 p.m., New York City time, on
the LIBOR Determination Date. The rates quoted will be for loans in U.S.
Dollars, for the period of the Index Maturity specified on the face hereof,
commencing on the Interest Reset Date. Rates quoted must be based on a
principal amount equal to an amount that is representative of a single
transaction in U.S. Dollars in the market at the time. If fewer than three (3) New
York City banks selected by the Calculation Agent are quoting rates, LIBOR for
the Interest Reset Period will be the same as LIBOR for the immediately
preceding Interest Reset Period. If there was no such Interest Reset Period,
LIBOR will be the Initial Interest Rate.


 


(F)           EURIBOR Notes. If
the Interest Rate Basis is EURIBOR, this Note shall be deemed to be a “EURIBOR
Note.” A EURIBOR Note will bear interest for each Interest Period at the interest
rate calculated with reference to EURIBOR and the Spread or Spread Multiplier,
if any. The Calculation Agent will determine EURIBOR for each EURIBOR
Determination Date by the Calculation Date pertaining to such EURIBOR
Determination Date. The EURIBOR Determination Date is the second (2nd) Euro
Business Day prior to the Interest Reset Date for each Interest Reset Period.


 


(1)           Unless otherwise
indicated on the face hereof, on a EURIBOR Determination Date, the Calculation
Agent will determine EURIBOR for each Interest Reset Period as follows:


 


The Calculation Agent will determine the offered rate
for deposits in euros as sponsored, calculated and published jointly by the
European Banking Federation and ACI - The Financial Markets Association, or any
company established by them for purposes of establishing those rates, having
the Index Maturity specified on the face hereof, commencing on the Interest
Reset Date, as displayed on Reuters on page EURIBOR01, or any successor
service or page used for the purpose of displaying this rate as of 11:00 a.m.,
Brussels time, on that EURIBOR Determination Date.


 


19














 


(2)           If EURIBOR cannot be
determined on a EURIBOR Determination Date as described above, then the
Calculation Agent will determine EURIBOR as follows:


 


The Calculation Agent will select four (4) major
banks in the euro-zone interbank market after consultation with the Trust. The
Calculation Agent will request that the principal London offices of those four (4) selected
banks provide their offered quotations to prime banks in the euro-zone
interbank market at approximately 11:00 a.m., Brussels time, on the EURIBOR
Determination Date. These quotations will be for euro deposits for the period
of the Index Maturity specified on the face hereof, commencing on the Interest
Reset Date. Offered quotations must be based on a principal amount equal to an
amount that is representative of a single transaction in euros in the market at
the time. If two (2) or more quotations are provided, EURIBOR for the
Interest Reset Period will be the arithmetic mean of the quotations. If fewer
than two (2) quotations are provided, the Calculation Agent will select
three (3) major banks in the euro-zone after consultation with the Trust
and then determine EURIBOR for the Interest Reset Period as the arithmetic mean
of rates quoted by those three (3) major banks in the euro-zone to leading
euro-zone banks at approximately 11:00 a.m., Brussels time, on the EURIBOR
Determination Date. The rates quoted will be for loans in euros, for the period
of the Index Maturity specified on the face hereof, commencing on the Interest
Reset Date. Rates quoted must be based on a principal amount equal to an amount
that is representative of a single transaction in euros in the market at the
time. If fewer than three (3) euro-zone banks selected by the Calculation
Agent are quoting rates, EURIBOR for the Interest Reset Period will be the same
as EURIBOR for the immediately preceding Interest Reset Period. If there was no
such Interest Reset Period, EURIBOR will be the Initial Interest Rate.


 


(G)           Treasury Rate Notes.


 


(1)           If the Interest Rate
Basis is the Treasury Rate, this Note shall be deemed to be a “Treasury Rate 


 


20

















 


Note.” A Treasury Rate Note will bear interest for
each Interest Reset Period at the interest rate calculated with reference to
the Treasury Rate and the Spread or Spread Multiplier, if any. The Calculation
Agent will determine the Treasury Rate for each Treasury Rate Determination
Date by the Calculation Date pertaining to such Treasury Rate Determination
Date. Unless “Constant Maturity Treasury Rate” is specified on the face hereof
and unless otherwise set forth on the face hereof, the Treasury Rate for each
Interest Reset Period will be the rate for the auction held on the Treasury
Rate Determination Date for the Interest Reset Period of U.S. treasury
securities having the Index Maturity specified on the face hereof as that rate
appears under the heading “INVEST RATE” on the display on Reuters (or any
successor service) on page USAUCTION 10 (or any other page as may replace this page on
that service) or page USAUCTION 11 (or any other page as may replace this page on
that service ) or, if not so published by 3:00 p.m., New York City time,
on such Calculation Date pertaining to the Treasury Rate Determination Date,
then the Treasury Rate for the Interest Reset Period will be the auction
average rate (expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) on such Treasury Rate
Determination Date as otherwise announced by the United States Department of
the Treasury. In the event that the results of the auction are not published or
reported as provided above by 3:00 p.m., New York City time, on such
Calculation Date, or if no such auction is held on such Treasury Rate
Determination Date, then the Treasury Rate for such Interest Reset Period shall
be the rate having the Index Maturity specified on the face hereof as published
in H.15(519) under the heading “U.S. Government Securities/Treasury
Bills/Auction High” or, if not published by 3:00 p.m., New York City time,
on the Calculation Date, the rate on the Treasury Rate Determination Date of
treasury securities as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying that rate, under the
heading “U.S. Government Securities/Treasury Bills/Secondary Market.”  If none of the above rates is published by
3:00 p.m., New York City time on the Calculation Date, then the Treasury
Rate shall be calculated 


 


21

















 


as a yield to maturity (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on a
daily basis) of the arithmetic mean of the secondary market bid rates as of
approximately 3:30 p.m., New York City time, on such Treasury Rate
Determination Date, of three (3) leading primary United States government
securities dealers selected by the Calculation Agent for the issue of treasury
securities with a remaining maturity closest to the Index Maturity specified on
the face hereof, provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned above, then the Treasury Rate for the Interest Reset Period will be
the same as the Treasury Rate for the immediately preceding Interest Reset
Period. If there was no such Interest Reset Period, the Treasury Rate will be
the Initial Interest Rate.


 


(2)           The “Treasury Rate
Determination Date” for each Interest Reset Period will be the day of the week
in which the Interest Reset Date for such Interest Reset Period falls on which
treasury securities would normally be auctioned. Treasury securities are
normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as the result
of a legal holiday, an auction is so held on the preceding Friday, such Friday
will be the Treasury Rate Determination Date pertaining to the Interest Reset
Period commencing in the next succeeding week. If an auction date shall fall on
any day that would otherwise be an Interest Reset Date for a Treasury Rate
Note, then such Interest Reset Date shall instead be the Business Day
immediately following such auction date.


 


(H)          Constant Maturity
Treasury Rate Notes.


 


(1)           If the Interest Rate
Basis is the Constant Maturity Treasury Rate, this Note shall be deemed to be a
“Constant Maturity Treasury Rate Note.” 
A Constant Maturity Treasury Rate Note will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Constant Maturity Treasury Rate and the Spread or Spread Multiplier, if any. If
“Constant Maturity 


 


22

















 


Treasury Rate” is specified on the face hereof and
unless otherwise specified on the face hereof, “Constant Maturity Treasury Rate”
for each Interest Reset Period will be the rate displayed on the Designated
Constant Maturity Treasury Page (as defined below) under the caption “Treasury
Constant Maturities” under the column for the Designated CMT Maturity Index for
either (1) that Constant Maturity Treasury Rate Determination Date (as
hereinafter defined), if the Designated Constant Maturity Treasury Page is
FRBCMT (or any other page that may replace this page on that
service); or (2) the week, or the month, as set forth on the face hereof,
ended immediately preceding the week in which the Calculation Date pertaining
to the Constant Maturity Treasury Rate Determination Date occurs, if the
Designated Constant Maturity Treasury Page is FEDCMT (or any other page that
may replace this page on that service).


 


If the Treasury Rate is no longer displayed on the
Designated Constant Maturity Treasury Page, or if not displayed by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to the Constant Maturity
Treasury Rate Determination Date, then the Constant Maturity Treasury Rate will
be the Treasury Constant Maturity rate for the Designated CMT Maturity Index
(as hereinafter defined) as published in H.15(519) for the Constant Maturity
Treasury Rate Determination Date. If the Constant Maturity Treasury Rate is no
longer published, or if not published in H.15(519) by 3:00 p.m., New York
City time, on the Calculation Date pertaining to the Constant Maturity Treasury
Rate Determination Date, then the Constant Maturity Treasury Rate for that
Constant Maturity Treasury Rate Determination Date will be the Treasury
Constant Maturity rate for the Designated CMT Maturity Index (or other United
States Treasury Rate for the Designated CMT Maturity Index) for that Constant
Maturity Treasury Rate Determination Date with respect to the Interest Reset
Date then published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines is comparable to the rate formerly displayed on the Designated
Constant Maturity Treasury Page and published in the relevant H.15(519). If
the 


 


23

















 


information in the immediately preceding sentence is
not available by 3:00 p.m., New York City time, on the Calculation Date
pertaining to the Constant Maturity Treasury Rate Determination Date, then the
Calculation Agent will calculate the Constant Maturity Treasury Rate to be a
yield to maturity, based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 p.m., New York City time, on the
Constant Maturity Treasury Rate Determination Date reported, according to their
written records, by three (3) leading primary United States government
securities dealers (each, a “CMT Reference Dealer”) in the City of New York
selected by the Calculation Agent. The three (3) CMT Reference Dealers shall
be selected from five CMT Reference Dealers selected by the Calculation Agent
by eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest), for the most recently issued direct noncallable fixed rate obligations
of the United States (“Treasury Notes”) with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one year. If
the Calculation Agent cannot obtain three (3) Treasury Note quotations as
described above, the Treasury Rate will be a rate with a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the Constant Maturity
Treasury Rate Determination Date of three (3) CMT Reference Dealers in the
City of New York. The three (3) CMT Reference Dealers shall be selected
from five CMT Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If two (2) of these Treasury Notes have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the quotes for the Treasury Note with the shorter remaining term to maturity
will be used. If fewer than five 


 


24

















 


but more than two (2) CMT Reference Dealers are
quoting as described above, then the Treasury Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor lowest
of those quotes will be eliminated; provided, however,
that if fewer than three (3) CMT Reference Dealers are quoting as
described above, then the Constant Maturity Treasury Rate for the Interest
Reset Period will be the same as the Constant Maturity Treasury Rate for the
immediately preceding Interest Reset Period. If there was no such Interest
Reset Period, the Constant Maturity Treasury Rate will be the Initial Interest
Rate.


 


(2)           For purposes of
Constant Maturity Treasury Rate Notes, the “Constant Maturity Treasury Rate
Determination Date” will be the tenth (10th) Business Day prior to the Interest
Reset Date for the applicable Interest Reset Period. “Designated Constant
Maturity Treasury Page” means the display on Reuters on the page designated
on the face hereof, or any successor service or page for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If that page is
not specified on the face hereof, the Designated Constant Maturity Treasury Page shall
be FEDCMT, for the most recent week. “Designated CMT Maturity Index” means the
original period to maturity of the Treasury Notes (either 1, 2, 3, 5, 7, 10,
20, or 30 years) designated on the face hereof with respect to which the
Constant Maturity Treasury Rate will be calculated. If no such maturity is
specified on the face hereof, the Designated CMT Maturity Index shall be 2 years.


 


(I)            Prime Rate Notes.
If the Interest Rate Basis is the Prime Rate, this Note shall be deemed to be a
“Prime Rate Note.”  A Prime Rate Note
will bear interest for each Interest Reset Period calculated with reference to
the Prime Rate and the Spread or Spread Multiplier, if any, specified on the
face hereof. The Calculation Agent will determine the Prime Rate for each
Interest Reset Period on each Prime Rate Determination Date by the Calculation
Date pertaining to such Prime Rate Determination Date. The Prime Rate
Determination Date is the second (2nd) Business Day prior to the Interest Reset
Date for each Interest Reset Period. Unless otherwise specified on the face
hereof, “Prime Rate” means the rate on the Calculation Date made 


 


25

















 


available and subsequently published on the
Calculation Date in H.15(519) under the heading “Bank Prime Loan” or, if not so
published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Prime Rate Determination Date, the Prime Rate will be the
rate on that day as published in the H.15 Daily Update or another recognized
electronic source used for the purpose of displaying this rate, under the
heading “Bank Prime Loan,” or if neither such rate is published by 3:00 p.m.,
New York City time, on such Calculation Date pertaining to the Prime Rate
Determination Date, the Prime Rate will be the arithmetic mean of the rates of
interest offered by various banks that appear on the Reuters Screen USPRIME1 Page (hereinafter
defined) as each such bank’s prime rate or base lending rate as in effect for
the Prime Rate Determination Date. If fewer than four (4) such rates
appear on the Reuters Screen USPRIME1 Page, the Calculation Agent will select
three (3) major banks in New York City after consultation with the Trust. The
Prime Rate will be the arithmetic mean of the prime rates quoted by those three
(3) banks on the basis of the actual number of days in the year divided by
a 360-day year as of the close of business on such Prime Rate Determination
Date; provided, however, that if fewer than
three (3) banks in New York City are quoting as mentioned in this
sentence, the Prime Rate for the Interest Reset Period will be the same as the
Prime Rate in effect for the immediately preceding Interest Reset Period. If
there was no such Interest Reset Period, the Prime Rate will be the Initial
Interest Rate. “Reuters Screen USPRIME1 Page” means the display designated as page “USPRIME1”
on the Reuters Monitor Money Rates Service, or any successor service or page,
for the purpose of displaying prime rates or base lending rates of major United
States banks.


 


(J)            Constant Maturity
Swap Rate Notes.


 


(1)           If the Interest Rate
Basis is the Constant Maturity Swap Rate, this Note shall be deemed to be a “Constant
Maturity Swap Rate Note.”  A Constant
Maturity Swap Rate note will bear interest at the interest rate calculated with
reference to the Constant Maturity Swap Rate and the Spread or Spread
Multiplier, if any. The Calculation Agent will determine the Constant Maturity
Swap Rate for each Constant Maturity Swap Rate Determination Date by the
Calculation Date pertaining to such Constant Maturity Swap Rate Determination
Date.


 


26

















 


The Constant Maturity Swap Rate Determination Date is
the second (2nd) business day prior to the Interest Reset Date for each
Interest Reset Period. Unless otherwise specified on the face hereof, the
Constant Maturity Swap Rate means the mid-market U.S. Dollar fixed rate for a
floating rate interest rate swap transaction with a term equal to the index
maturity, as it appears on Reuters Page ISDAFIX1, under “USD 11am Fix.”


 


(2)           If the Constant
Maturity Swap Rate cannot be determined as described above, then the Calculation
Agent will determine the Constant Maturity Swap Rate as follows:


 


The Calculation Agent, after consultation with the
Trust, will request the principal New York City office of five (5) leading
dealers to provide quotations for such rate using the mid-market rate at
approximately 11:00 A.M., New York City time, on such date. If five
quotations are provided, the Constant Maturity Swap Rate will be the arithmetic
mean of the three (3) quotations remaining after eliminating the highest
(or, in the event of equality, one of the highest) and lowest (or, in the event
of equality, one of the lowest) quotations. If at least three (3), but fewer
than five (5), quotations are provided, the Constant Maturity Swap Rate will be
the arithmetic mean of the quotations obtained. If fewer than three (3) quotations
are provided, the Constant Maturity Swap Rate for the Interest Reset Period
will be the same as the Constant Maturity Swap Rate for the immediately
preceding Interest Reset Period. If there was no such interest rest period, the
Constant Maturity Swap Rate will be Initial Interest Rate.


 


(K)          Eleventh District
Cost of Funds Rate Notes. If the Interest Rate Basis is the Eleventh
District Cost of Funds Rate, this Note shall be deemed to be an “Eleventh
District Cost of Funds Rate Note.” An Eleventh District Cost of Funds Rate Note
will bear interest at the interest rate calculated with reference to the
Eleventh District Cost of Funds Rate and the Spread or Spread Multiplier, if
any. The Calculation Agent will determine the Eleventh District Cost of Funds
Rate for each Eleventh District Cost of Funds Rate Determination Date by the
Calculation Date pertaining to such Eleventh District Cost of Funds Rate 


 


27

















 


Determination Date. The Eleventh District Cost of
Funds Determination Date is the last business day of the month immediately
preceding the related Interest Reset Date on which the Federal Home Loan Bank
of San Francisco publishes the Eleventh District Index. Unless otherwise
specified on the face hereof, the Eleventh District Cost of Funds Rate will be
the rate equal to the monthly weighted average cost of funds for the calendar
month immediately preceding the month in which the particular Eleventh District
Cost of Funds Rate date falls as set forth under the caption “11th Dist COFI”
on the display on Reuters (or any successor service) on page COFI/ARMS (or
any other page as may replace this page on that service) (“Reuters Page COFI/ARMS”)
as of 11:00 A.M., San Francisco time, on that Eleventh District Cost of
Funds Rate Determination Date, or if that rate does not so appear on Reuters Page COFI/ARMS,
the Eleventh District Cost of Funds Rate for the Interest Reset Period will be
the monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the “Eleventh
District Index”) by the Federal Home Loan Bank of San Francisco as the cost of
funds for the calendar month immediately preceding that Eleventh District Cost
of Funds Rate Determination Date. If the Federal Home Loan Bank of San
Francisco fails to announce the Eleventh District Index on or prior to the
particular Eleventh District Cost of Funds Rate Determination Date for the
calendar month immediately preceding that Eleventh District Cost of Funds Rate
Determination Date, the Eleventh District Cost of Funds Rate will be the
Eleventh District Cost of Funds Rate in effect on the particular Eleventh
District Cost of Funds Rate determination date. If no Eleventh District Cost of
Funds Rate is then in effect, the Eleventh District Cost of Funds Rate will be
Initial Interest Rate.


 


(L)           Inverse Floating
Rate Notes. If this Note is designated as an Inverse Floating Rate Note on
the face hereof, the Inverse Floating Rate shall be equal to (1) in the
case of the period, if any, commencing on the Original Issue Date (or such
other date which may be specified on the face hereof as the date on which this
Note shall begin to accrue interest), up to the first (1st) Interest Reset
Date, a fixed rate of interest established by the Trust as specified on the
face hereof, and (2) in the case of each period commencing on an Interest
Reset Date, a fixed rate of interest as specified on the face hereof minus the
interest rate determined based on the Interest Rate Basis as adjusted by the
Spread or 


 


28

















 


Spread Multiplier, if any; provided, however,
that (1) the interest rate will not be less than zero and (2) the interest
rate in effect for the ten (10) days immediately prior to the Maturity
Date will be that in effect on the tenth (10th) day preceding the Maturity
Date.


 


(M)         Floating Rate/Fixed
Rate Notes. If this Note is designated as a “Floating Rate/Fixed Rate Note”
on the face hereof, this Note will be a Floating Rate Note for a specified
portion of its term and a Fixed Rate Note for the remainder of its term,
commencing on the Fixed Rate Commencement Date specified on the face hereof, in
which event the interest rate on this Note will be determined as provided
herein as if it were a Floating Rate Note and a Fixed Rate Note hereunder for
each such respective period.


 


Section 3.              Optional
Redemption. If no redemption right is set forth on the face hereof,
this Note may not be redeemed prior to the Stated Maturity Date, except as set
forth in the Indenture. If a Redemption Right is set forth on the face of this
Note, the Trust shall elect to redeem this Note on the Initial Redemption Date
set forth on the face hereof or on any other Interest Payment Date thereafter
on which the Funding Agreement is to be redeemed in whole or in part by
Protective Life Insurance Company (“Protective Life”) (each, a “Redemption Date”),
in which case this Note must be redeemed on such Redemption Date in whole or in
part, as applicable, in increments of the authorized denomination specified on
the face hereof at the applicable Redemption Price (as defined below), together
with unpaid interest accrued thereon to the applicable Redemption Date. “Redemption
Price” shall mean an amount equal to the Initial Redemption Percentage  (as adjusted by the Annual Redemption Percentage Reduction,
if applicable) multiplied by the unpaid Principal Amount of this Note to be
redeemed. The unpaid Principal Amount of this Note to be redeemed shall be
determined by multiplying (1) the Outstanding Principal Amount of this
Note by (2) the quotient derived by dividing (A) the outstanding
principal amount of the Funding Agreement to be redeemed by Protective Life, by
(B) the outstanding principal amount of the Funding Agreement. The Initial
Redemption Percentage, if any, applicable to this Note shall decline at each
anniversary of the Initial Redemption Date by an amount equal to the applicable
Annual Redemption Percentage Reduction, if any, until the Redemption Price is
equal to 100% of the Principal Amount thereof to be redeemed. Unless otherwise
specified on the face hereof, notice must be given not more than seventy-five
(75) nor less than thirty (30) calendar days prior to the proposed redemption
date. In the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof. If less than all of the Notes are redeemed, the
Depositary will select by lot the amount of the interest of each direct
participant in the Trust to be redeemed. Unless otherwise specified herein, the
Trust may not redeem the Notes after the date that is thirty (30) days prior to
the Stated Maturity Date.


 


29














 


Section 4.              Sinking Funds and
Amortizing Notes. Unless this Note is specified as an Amortizing Note
on the face hereof, this Note will not be subject to any sinking fund.


 


Section 5.              Optional
Repayment. If no repayment right is set forth on the face hereof, this
Note may not be repaid at the option of the Holder hereof prior to the Stated
Maturity Date. If a Repayment Right is granted on the face of this Note, this
Note may be subject to repayment at the option of the Holder on any Interest
Payment Date on and after the date, if any, indicated on the face hereof (each,
a “Repayment Date”). On any Repayment Date, unless otherwise specified on the
face hereof, this Note shall be repayable in whole or in part in increments of
the authorized denomination specified on the face hereof at the option of the
Holder hereof at a repayment price equal to 100% of the Principal Amount to be
repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder hereof,
this Note must be received by the Indenture Trustee, with the form entitled “Option
to Elect Repayment,” below, duly completed. Exercise of such repayment option
by the Holder hereof shall be irrevocable.


 


Section 6.              Modification and Waivers.
The Indenture contains provisions permitting the Trust and the Indenture
Trustee (1) at any time without notice to, or the consent of, the Holders
of any Notes issued under the Indenture to execute supplemental indentures for
certain enumerated purposes and (2) with the consent of the Holders of not
less than a majority in aggregate principal amount of the Outstanding Notes
affected thereby, to execute supplemental indentures for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of the Indenture or of modifying in any manner the rights of Holders
of Notes under the Indenture; provided, that, with respect to certain
enumerated provisions, no such supplemental indenture may be entered into
without the consent of the Holder of each Note affected thereby. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Note or such other Notes.


 


Section 7.              Obligations
Unconditional. No reference herein to the Indenture and no provisions
of this Note or of the Indenture shall impair the right of each Holder of any
Note, which is absolute and unconditional, to receive payment of the principal
of, and any interest on, such Note on the respective Stated Maturity Date
thereof and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


 


Section 8.              Events of Default.
If an Event of Default with respect to Notes of this Series shall occur
and be continuing, the principal of the Notes of this Series may be
declared due and payable, or may be automatically accelerated, as the case may
be, in the


 


30

















 


manner and with the
effect provided in the Indenture. In the event that this Note is a Discount
Note, the amount of principal of this Note that becomes due and payable upon
such acceleration shall be equal to the amount calculated as set forth in Section 2(b) hereof.


 


Section 9.              Additional
Amounts; Tax Event. No Additional Amounts will be paid with respect to
any payment of principal of (or premium, if any, on) or interest, if any, on
this Note to any Holder.


 


If (1) a Tax Event (defined below) as to the
relevant Funding Agreement(s) occurs and (2) Protective Life redeems
the Funding Agreement in whole or in part, the Trust will redeem the Notes,
subject to the terms and conditions of Section 2.04 of the
Indenture, at the Tax Event Redemption Price (defined below) together with
unpaid interest accrued thereon to the applicable redemption date. “Tax Event”
means that Protective Life shall have received an opinion of independent legal
counsel stating in effect that as a result of (a) any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority therefor or therein or (b) any amendment to, or change
in, an interpretation or application of any such laws or regulations by any
governmental authority in the United States, which amendment or change is
enacted, promulgated, issued or announced on or after the date the applicable
Funding Agreement is entered into, there is more than an insubstantial risk
that (i) the Trust is, or will be within ninety (90) days of the date
thereof, subject to U.S. federal income tax with respect to interest accrued or
received on the relevant Funding Agreement or (ii) the Trust is, or will
be within ninety (90) days of the date thereof, subject to more than a de
minimis amount of taxes, duties or other governmental charges. “Tax Event
Redemption Price” means an amount equal to the unpaid principal amount of this
Note to be redeemed. The unpaid principal amount of this Note to be redeemed
shall be determined by multiplying (1) the Outstanding Principal Amount of
this Note by (2) the quotient derived by dividing (A) the outstanding
principal amount to be redeemed by Protective Life of the Funding Agreement by (B) the
outstanding principal amount of the Funding Agreement.


 


Section 10.            Listing. Unless
otherwise specified on the face hereof, this Series of Notes will not be
listed on any securities exchange.


 


Section 11.            No Recourse
Against Certain Persons. No
recourse shall be had for the payment of the principal of or the interest on
this Note, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against the Nonrecourse Parties, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such personal liability being, by the acceptance hereof and as
part of the consideration for issue hereof, expressly waived and released.


 


31

















 


Section 12.            Miscellaneous.


 


(a)           This Note is issuable
only as a registered Note without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess thereof unless otherwise specifically
agreed between the parties and provided on the face of this Note.


 


(b)           Prior to due
presentment for registration of transfer of this Note, the Trust, the Indenture
Trustee, the Registrar, the Paying Agent, any Agent, and any other agent of the
Trust or the Indenture Trustee may treat the Person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment as herein
provided (subject to Section 2.09 of the Indenture) and for all
other purposes, whether or not this Note be overdue, and, except as otherwise
required by applicable law, none of the Trust, the Indenture Trustee, the
Registrar, the Paying Agent, any Agent, and any other agent of the Trust or the
Indenture Trustee shall be affected by notice to the contrary.


 


(c)           The Notes are being
issued by means of a book-entry-only system with no physical distribution of
certificates to be made except as provided in the Indenture. The book-entry
system maintained by DTC will evidence ownership of the Notes, with transfers
of ownership effected on the records of DTC and its participants pursuant to rules and
procedures established by DTC and its participants. The Trust and the Indenture
Trustee will recognize Cede & Co., as nominee of DTC, as the
registered owner of the Notes, as the Holder of the Notes for all purposes,
including payment of principal, premium (if any) and interest, notices and
voting. Transfer of principal, premium (if any) and interest to participants of
DTC will be the responsibility of DTC, and transfer of principal, premium (if
any) and interest to beneficial owners of the Notes by participants of DTC will
be the responsibility of such participants and other nominees of such
beneficial owners. So long as the book-entry system is in effect, the selection
of any Notes to be redeemed or repaid will be determined by DTC pursuant to rules and
procedures established by DTC and its participants. Neither the Trust nor the
Indenture Trustee will be responsible or liable for such transfers or payments
or for maintaining, supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.


 


(d)           This Note or portion
hereof may not be exchanged for Definitive Notes of this Series of Notes,
except in the limited circumstances provided for in the Indenture. The transfer
or exchange of Definitive Notes shall be subject to the terms of the Indenture.
No service charge will be made for any registration of transfer or exchange,
but the Trust may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Section 13.            GOVERNING LAW.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.


 


32

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto 


	
   

  	
  .

  



 


[PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS

INCLUDING ZIP CODE, OF ASSIGNEE]


 


	
   

  



 


	
   

  



 


	
  Please Insert Social Security or Other

  
	
  Identifying Number of Assignee:

  	
   

  	
   

  



 


	
  the within Note and all rights thereunder, hereby
  irrevocably constituting and appointing 

  	
   

  
	
                                                   
  

  	
   Attorney to transfer said Note in the
  Register, with full power of substitution in the premises.

  
			



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature Guaranteed)

  



 


 


NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of the within Note in
every particular, without alteration or enlargement or any change whatever and
must be guaranteed.


 


33

















 


OPTION TO ELECT REPAYMENT


 


The undersigned hereby irrevocably request(s) and
instruct(s) the Trust to repay this Note (or portion hereof specified
below) pursuant to its terms at a price equal to the Principal Amount hereof
together with interest to the repayment date, to the undersigned, at:


 


	
   

  
	
   

  
	
   

  



 


(Please print or typewrite name and address of the
undersigned).


 


For this Note to be repaid, the Indenture Trustee (or
the Paying Agent on behalf of the Indenture Trustee) must receive at its
Corporate Trust Office, or at such other place or places of which the Trust
shall from time to time notify the Holder of this Note, not more than sixty
(60) nor less than thirty (30) days prior to a Repayment Date, if any, shown on
the face of this Note, this Note with this “Option to Elect Repayment” form
duly completed.


 


If less than the entire Principal Amount of this Note
is to be repaid, specify the portion hereof (which shall be in increments of
the authorized denomination specified on the face hereof) which the Holder
elects to have repaid and specify the denomination or denominations (which
shall be $________ or an integral multiple of the authorized denomination in
excess of $________) of the Notes to be issued to the Holder for the portion of
this Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid).


 


	
  $

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: The signature on
  this Option to Elect Repayment

  
	
  DATE:

  	
   

  	
   

  	
  must correspond with
  the name as written upon the face 

  
	
   

  	
   

  	
  of this Note in every particular,
  without alteration or 

  
	
   

  	
   

  	
  enlargement or any change
  whatever.

  
	
   

  	
   

  	
   

  
	
  Registered Face Amount to
  be repaid, if amount to be repaid is less than the Registered Face Amount of this
  Note (Registered Face Amount remaining must be an authorized denomination)

  	
   

  	
  Fill in for registration
  of Notes if to be issued otherwise than to the registered Holder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
  $

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Please print name and

  
	
   

  	
   

  	
  address including zip code)

  
	
   

  	
   

  	
   

  
	
  SOCIAL SECURITY OR OTHER
  TAXPAYER ID NUMBER:

  	
   

  	
   

  
						



 


34

















 


SURVIVOR’S OPTION RIDER


 


Unless the Notes have been declared due and payable
prior to their maturity by reason of any Event of Default under the Indenture,
or have been previously redeemed or otherwise repaid, the authorized
Representative (as defined below) of a deceased Beneficial Owner (as defined
below) of that Note shall have the option to elect repayment of such Notes
following the death of the Beneficial Owner (a “Survivor’s Option”). The
Survivor’s Option may not be exercised unless the Notes to be repaid were held
by the Beneficial Owner or the estate of that Beneficial Owner for a period
beginning at least 6 months immediately prior to such election. “Beneficial
Owner” as used in this Survivor’s Option Rider means, with respect to a Note,
the person who has the right, immediately prior to such person’s death, to
receive the proceeds from the disposition of that Note, as well as the right to
receive payments on that Note.


 


Upon (i) the valid exercise of the Survivor’s
Option and the proper tender of the Notes for repayment by or on behalf of the
person that has authority to act on behalf of the deceased Beneficial Owner of
such Notes under the laws of the appropriate jurisdiction (including, without
limitation, the personal representative or executor of the deceased Beneficial
Owner or the surviving joint owner of the deceased Beneficial Owner) (the “Representative”)
and (ii) the tender and acceptance of that portion of the Funding Agreement
equal to the amount of the portion of the Note to be redeemed, the Trust shall
repay the Notes (or portion thereof) at a price equal to 100% of the principal
amount of the deceased Beneficial Owner’s beneficial interest in such Note plus
accrued and unpaid interest to the date of such repayment. However, the Trust
shall not be obligated to repay:


 


•      beneficial ownership interests in Notes exceeding
the greater of $2,000,000 or 2% (or such other amounts, as specified in the
Pricing Supplement) in aggregate principal amount for all notes then
outstanding and issued to retail investors under the Program as of the end of
the most recent calendar year (the “Annual Put Limitation”);


 


•      on behalf of an individual deceased Beneficial
Owner, any beneficial ownership interest in all notes issued to retail
investors under the Program that exceeds $250,000 (or such other amounts, as
specified in the Pricing Supplement) in any calendar year (the “Individual Put
Limitation”); or


 


•      beneficial ownership interests in Notes of the
Trust exceeding the amount specified on the face hereof for the Trust Put
Limitation, if any (the “Trust Put Limitation”).


 


35

















 


The Trust shall not make principal repayments pursuant
to exercise of the Survivor’s Option in amounts that are less than the
authorized denomination specified on the face hereof, and, in the event that
the limitations described in the preceding sentence would result in the partial
repayment of any Note, the Principal Amount of such Note remaining Outstanding
after repayment must be at least the authorized denomination of the Notes).


 


An otherwise valid election to exercise the Survivor’s
Option may not be withdrawn.


 


Each Note (or portion thereof) that is elected for exercise
of the Survivor’s Option will be accepted in the order that elections are
received by the Indenture Trustee, except for any Notes (or portion thereof)
the acceptance of which would contravene (i) the Annual Put Limitation, (ii) the
Individual Put Limitation, if applied, or (iii) the Trust Put Limitation. Any
Note (or portion thereof) accepted for repayment pursuant to exercise of the
Survivor’s Option shall be repaid on the first Interest Payment Date that
occurs 20 or more calendar days after the date of such acceptance. If, as of
the end of any calendar year, the aggregate principal amount of all notes (or
portions thereof) issued under the Program that have been tendered pursuant to
the valid exercise of the Survivor’s Option during such year has exceeded the
Annual Put Limitation or the Individual Put Limitation, for such year, any
exercise(s) of the Survivor’s Option with respect to Notes (or portions
thereof) not accepted during such calendar year, because such acceptance would
have contravened any such limitation, if applied, shall be deemed to be
tendered in the following calendar year in the order all such notes (or
portions thereof) were originally tendered. In the event that a Note (or any
portion thereof) tendered for repayment pursuant to valid exercise of the
Survivor’s Option is not accepted, the Indenture Trustee shall deliver a notice
by first-class mail to the Depositary that states the reason such Note (or
portion thereof) has not been accepted for payment.


 


In order to obtain repayment through exercise of the
Survivor’s Option with respect to any Note (or portion thereof), the
Representative must provide the following items to the broker or other entity
through which the beneficial interest in the Notes is held by the deceased
Beneficial Owner: (i) a written instruction to such broker or other entity
to notify the Depositary of the Representative’s desire to obtain repayment
through the exercise of the Survivor’s Option; (ii) appropriate evidence
satisfactory to the Indenture Trustee that (A) the deceased was the
Beneficial Owner of such Notes at the time of death and the interest in such
Notes was owned by the deceased Beneficial Owner or his or her estate for a
period beginning at least six months immediately prior to the request for repayment,
(B) the death of such Beneficial Owner has occurred, and the date of such
death, and (C) the Representative has authority to act on behalf of the
deceased Beneficial Owner; (iii) if the interest in such Notes is held by
a nominee of the deceased Beneficial Owner, a certificate satisfactory to the
Indenture Trustee from such nominee attesting to the deceased’s beneficial
ownership of such Notes; (iv) a written request for


 


36

















 


repayment signed by the Representative, with the
signature guaranteed by a member firm of a registered national securities
exchange or of the Financial Industry Regulatory Authority or a commercial bank
or trust company having an office or correspondent in the United States; (v) if
applicable, a properly executed assignment or endorsement; (vi) tax
waivers and such other instruments or documents that the Indenture Trustee
reasonably requires in order to establish the validity of the beneficial
ownership of the Notes and the claimant’s entitlement to payment; and (vii) any
additional information the Indenture Trustee requires to evidence satisfaction
of any conditions to the exercise of such Survivor’s Option or to document
beneficial ownership or authority to make the election and to cause the
repayment of such Notes. Such broker or other entity shall then deliver each of
these items to the direct participant of the Depositary, such direct
participant being the entity that holds the beneficial interest in the Notes on
behalf of the deceased Beneficial Owner, together with evidence satisfactory to
the Indenture Trustee from the broker or other entity stating that it
represents the deceased Beneficial Owner. Such direct participant shall then
deliver such items to the Indenture Trustee. Such direct participant shall be
responsible for disbursing any payments it receives from the Depositary
pursuant to exercise of the Survivor’s Option to the appropriate Representative.
All questions, other than with respect to the right to limit the aggregate
principal amount of Notes as to which exercises of the Survivor’s Option shall
be accepted in any one calendar year or as to the Notes or as to the
eligibility or validity of any exercise of the Survivor’s Option, will be
determined by the Indenture Trustee, in its sole discretion, which
determination shall be final and binding on all parties. The Indenture Trustee
shall be entitled to rely and shall be fully protected in relying without
further inquiry on, in the case of documentation believed by it in good faith
to be genuine and to have been signed or presented by the proper Person and
that is required to be provided pursuant to (i) clause (ii)(A) of the
first sentence of this paragraph, a certificate of the Representative to the
effect the deceased was the Beneficial Owner of such Notes at the time of death
and the interest in such Notes was owned by the deceased Beneficial Owner or
his or her estate for a period beginning at least six months immediately prior
to the request for repayment to which is attached a copy of account statements
in respect of the account in which such Notes were held demonstrating that such
Notes were held for the requisite period, (ii) clause (ii)(B) of the
first sentence of this paragraph, a government certified copy of the deceased’s
death certificate, and (iii) clause (ii)(C) of the first sentence of
this paragraph, a court certified copy of letters testamentary, letters of
administration or analogous letters issued by the applicable court.


 


The death of a person holding a beneficial interest in
a Note as a joint tenant or tenant by the entirety with another person, or as a
tenant in common with the deceased owner’s spouse, will be deemed the death of
the Beneficial Owner of that Note, and the entire principal amount of the Note
so held shall be subject to repayment by the Trust upon request. However, the
death of a person holding a beneficial interest in a Note as tenant in common
with a person other than such deceased owner’s spouse will be deemed


 


37

















 


the death of a Beneficial Owner only with respect to
such deceased person’s ownership interest in the Note.


 


The death of a person who, during his or her lifetime,
was entitled to substantially all of the beneficial ownership interests in a
Note will be deemed the death of the Beneficial Owner of such Note for purposes
of the Survivor’s Option, regardless of whether that Beneficial Owner was the
registered holder of the Note, if such beneficial ownership interest can be
established to the satisfaction of the Indenture Trustee. A beneficial
ownership interest will be deemed to exist in typical cases of nominee
ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts
to Minors Act, community property or other joint ownership arrangements between
a husband and wife. In addition, a beneficial ownership interest will be deemed
to exist in custodial and trust arrangements where one person has all of the
beneficial ownership interests in the Note during his or her lifetime.


 


38

















 


PROTECTIVE
LIFE SECURED TRUSTS

[INTERNOTES®][SECURED MEDIUM-TERM NOTES]


 


FORM OF
NOTICE OF ELECTION TO EXERCISE SURVIVOR’S OPTION


 


o            By checking this box,
the undersigned represents that: (1) he/she is the authorized
representative of the deceased Beneficial Owner identified below; (2) (a) the
deceased was the Beneficial Owner of the principal amount of Notes listed below
at the date of his or her death and the interest in such Notes was owned by the
deceased or his or her estate for a period beginning at least six months
immediately prior to this request for repayment, (b) the death of the
Beneficial Owner listed below has occurred and (c) the undersigned
representative has authority to act on behalf of the deceased Beneficial Owner;
and (3) subject to the aggregate limitations on the amount of Notes that
may be tendered in any calendar year, he/she hereby elects to tender the
principal amount of Notes set forth below for repayment by the Trust for a
price equal to 100% (or such lesser amount as may be accepted for repayment) of
the principal amount of the beneficial interest of the deceased Beneficial
Owner plus accrued interest to the date of repayment.


 


The deceased Beneficial Owner held the principal
amount of Notes to be tendered as (check one):


 


o            a sole Beneficial
Owner, a joint tenant or a tenant by the entirety with another or others, a
tenant in common with a spouse or an individual entitled to substantially all
of the beneficial interest.


 


o            a tenant in common
with another (other than a spouse). If applicable please provide the amount of
interest held by the deceased Beneficial Owner. $___________


 


Full name of deceased Beneficial Owner (please attach death certificate):


 


	
   

  	
   

  



 


If applicable, full name of the nominee of the
deceased Beneficial Owner (please attach a
certificate attesting to the deceased’s ownership of the beneficial interest in
the notes):


 


	
   

  	
   

  



 


Principal amount of Notes being tendered for repayment
(amount must be no less than the authorized
denomination specified on the face of the Note):


 


	
   

  	
   

  



 


39














 


The Bank of New York Mellon, as Indenture Trustee on
behalf of the Trust, has the right to reject tenders of Notes if a properly
executed election is not submitted or if it fails to receive any tax or
additional information that is required to document adherence to any conditions
precedent, ownership or authority to make the election.


 


40

















 


THIS
NOTICE OF ELECTION MAY NOT BE WITHDRAWN AND NOTES SUBJECT TO THIS NOTICE
OF ELECTION MAY NOT BE TRANSFERRED PRIOR TO THE DATE OF REPAYMENT


 


PLEASE SIGN HERE


 


(Must be signed by authorized
representative(s) of deceased Beneficial Owner. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or another person acting in a fiduciary capacity, please set forth
full title).


 


Signature(s) of
Authorized Representative(s):


 


	
   

  
	
   

  
	
   

  



 


	
  Dated:

  	
                                

  	
  , 20

  	
   

  	
   

  



 


	
  Name(s):

  	
   

  
	
  (Please Print)

  



 


	
  Capacity (full title):

  	
   

  
	
   

  
	
  Address:

  	
   

  
	
  (Include Zip Code)

  
			



 


	
  Area Code(s) and Telephone Number(s):

  	
   

  



 


GUARANTEE OF SIGNATURE(S)


 


(Must be signed by authorized representative
of:  (1) a member firm of a
registered national securities exchange or the Financial Industry Regulatory
Authority, or (2) a commercial bank or trust company having an office or
correspondent in the United States.)


 


	
  Name of Firm:

  	
   

  
	
   

  
	
  Authorized Signature:

  	
   

  
	
   

  
	
  Name:

  	
   

  
	
  (Please Print)

  
	
   

  
	
  Title:

  	
   

  
					



 


41

















 


	
  Address:

  	
   

  
	
  (Include Zip Code)

  
	
   

  
	
  Area Code(s) and Telephone Number(s):

  	
   

  
	
   

  
	
  Dated: 

  	
                                 ,
  20    

  
				



 


42