Exhibit 4.5


 


FORM OF DEFINITIVE NOTE


 


CUSIP
NO.                     


 


PROTECTIVE LIFE SECURED TRUST [        ]-[    ]

SECURED MEDIUM-TERM NOTE


 


REGISTERED FACE AMOUNT:  $                      

No.            


 


THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF THE INDENTURE
(HEREINAFTER DEFINED) AND IS REGISTERED IN THE NAME OF THE HOLDER (AS DEFINED
IN THE INDENTURE) THEREOF.  THIS NOTE IS
NOT EXCHANGEABLE FOR A GLOBAL NOTE (AS DEFINED IN THE INDENTURE).


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
HOLDER TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED HOLDER HEREOF HAS AN
INTEREST HEREIN.


 


1

















 


Principal Amount:  $                    


(or principal amount of
foreign or composite

currency)


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)                       .


 


Authorized Denominations:


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


Additional Amounts to be
Paid:  o
Yes  o
No.


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:


Exchange Rate Agent:


Calculation Agent:


Additional/Other Terms:


 


2

















 


The
Protective Life Secured Trust designated above (the “Trust”), for value
received, hereby promises to pay to the Holder hereof, 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. 
Unless otherwise specified above, payments of principal, premium, if any,
and interest hereon will be made in U.S. Dollars, as defined 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.  If the Specified Currency set
forth above is a currency other than U.S. Dollars, the Holder shall receive
such payments in such Foreign Currency (as hereinafter defined).  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 3(b) on the
reverse hereof) at such time, (2) if this Note is an Amortizing Note (as
defined in Section 3(c) on the reverse hereof), the
Outstanding Face Amount (as defined in Section 3(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 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


 


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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 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.


 


Payments
of interest hereon (other than on the Maturity Date) will be made by wire
transfer of by check mailed to the registered Holder of this Note.  A Holder of $10,000,000, or its equivalent in
a Specified Currency other than U.S. Dollars, or more in aggregate principal
amount of Definitive Notes will be entitled to receive payments by wire
transfer in immediately available funds, provided that the Indenture Trustee has received from the
Holder written, appropriate wire transfer instructions not later than five (5) Business
Days prior to the applicable Interest Payment Date. Unless otherwise specified
on the face hereof, any principal, premium and/or interest payable hereon on
the Maturity Date will be paid in immediately available funds upon surrender of
this Note at the Corporate Trust Office of the Indenture Trustee, provided that this Note is
presented to the Indenture Trustee (or any such Paying Agent) in time for the
Indenture Trustee (or the Paying Agent) to make such payments in such funds in
accordance with its normal procedures.


 


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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.


 


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.              Currency.


 


(a)                                  Unless
specified otherwise on the face hereof, this Note is denominated in, and
payments of principal, premium, if any, and/or interest, if any, will be made
in U.S. Dollars.  If specified as the
Specified Currency on the face hereof this Series of Notes may be
denominated in, and payments of principal, premium, if any, and/or interest, if
any, may be made in a currency other than U.S. Dollars (a “Foreign Currency”).  If this Note is denominated in a Foreign
Currency, the Holder of this Note is required to pay for this Note in the
Specified Currency indicated on the face hereof.


 


(b)                                 Unless
otherwise specified on the face hereof, if payment hereon is required to be
made in a Foreign Currency and such currency is unavailable to the Trust for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the Trust’s control, or is no longer used by the
government of the country which issued such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then the Trust will be entitled to make payments with respect hereto
in U.S. Dollars until such Foreign Currency is again available or so used.  The amount so payable on any date in such
Foreign Currency shall be converted into U.S. Dollars at a rate determined by
the Exchange Rate Agent on the basis of the noon buying rate in The City of New
York for cable transfers in the Foreign Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the “Market Exchange Rate”)
for such Foreign Currency on the second (2nd) Business Day prior to such
payment date, or on such other basis as may be specified on the face
hereof.  In the event such Market
Exchange Rate is not then available, the Trust will be entitled to make
payments in U.S. Dollars (1) if such Foreign Currency is not a composite
currency, on the basis of the most recently available Market Exchange Rate for
such Foreign Currency or (2) if such Foreign Currency is a composite
currency, including, without limitation, euros, in an amount determined by the
Exchange Rate Agent to be the sum of the results obtained by multiplying the
number of units of each component currency of such composite currency, as of
the most recent date on which such composite currency was used, by the Market
Exchange Rate for such component currency on the second (2nd) Business Day
prior to such payment date (or if such Market Exchange Rate is not then
available, by the most recently available Market Exchange Rate for such
component currency, or as otherwise specified on the face hereof).  Any payment in respect hereof made under such
circumstances in U.S. Dollars will not constitute an Event of Default under the
Indenture.


 


7

















 


(c)                                  If
the official unit of any component currency of a composite currency is altered
by way of combination or subdivision, the number of units of that currency as a
component shall be divided or multiplied in the same proportion.  If two or more component currencies are
consolidated into a single currency, the amounts of those currencies as
components shall be replaced by an amount in such single currency equal to the
sum of the amounts of the consolidated component currencies expressed in such single
currency.  If any component currency is
divided into two or more currencies, the amount of that original component
currency as a component shall be replaced by amounts of such two or more
currencies having an aggregate value on the date of division equal to the
amount of the former component currency immediately before such division.


 


(d)                                 In
the event of an official redenomination of the Specified Currency (including,
without limitation, an official redenomination of any such currency that is a
composite currency), the obligations of the Trust to make payments in or with
reference to such currency shall, in all cases, be deemed immediately following
such redenomination to be obligations to make payments in or with reference to
that amount of redenominated currency representing the amount of such currency
immediately before such redenomination. 
In no event shall any adjustment be made to any amount payable hereunder
as a result of (1) any redenomination of any component currency of any
composite currency (unless such composite currency is itself officially
redenominated) or (2) any change in the value of the specified currency
relative to any other currency due solely to fluctuations in exchange rates.


 


(e)                                  All
determinations referred to above made by the Exchange Rate Agent shall be at
its sole discretion (except to the extent expressly provided herein that any
determination is subject to approval by the Trust or the Administrator) and, in
the absence of manifest error, shall be conclusive for all purposes and binding
on the Trust, the Indenture Trustee and the Holder hereof, and the Exchange
Rate Agent shall have no liability therefor.


 


(f)                                    All
currency exchange costs will be borne by the Holder hereof by deduction from
the payments made hereon.


 


Section 3.              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


 


8

















 


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 3(a) above, and payments of principal and
interest shall be made as set forth on the face hereof.


 


(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


 


9

















 


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 3(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.


 


(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 3(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.


 


10














 


(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 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


 


11

















 


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 3(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 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)


 


12

















 


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.


 


(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


 


13

















 


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 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


 


14

















 


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 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


 


15

















 


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 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


 


16

















 


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 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


 


17

















 


opposite the caption “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 as follows:


 


The Calculation
Agent will determine the offered rates for deposits


 


18

















 


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 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


 


19

















 


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.


 


(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


 


20














 


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
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


 


21

















 


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 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


 


22

















 


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 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


 


23

















 


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 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


 


24

















 


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 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
available and subsequently published on the Calculation Date in H.15(519) under
the heading “Bank


 


25

















 


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. 
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


 


26

















 


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
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)


 


27

















 


(“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 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.


 


28














 


Section 4.              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 Indenture Trustee will select by lot or in its discretion, on a pro rata
basis, 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.


 


Section 5.              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 6.              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 


 


29

















 


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 7.              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 8.              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 9.              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 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 3(b) hereof.


 


Section 10.            Withholding;
Additional Amounts; Tax Event. 
All amounts due on this Note will be made net of any applicable
withholding or deduction for or on account of any present or future taxes,
duties, levies, assessments or other governmental charges of whatever nature
imposed or levied by or on behalf of any governmental authority, unless such
withholding or deduction is required by law. 
Unless otherwise specified on the face hereof, the Trust will not pay
any Additional Amounts to the Holders of this Series of Notes in respect
of any such withholding or deduction and any such withholding or deduction will
not give rise to an Event of Default or any 


 


30

















 


independent
right or obligation to redeem the Notes of the Series.  If set forth on the face hereof, in the event
the Trust is required, or based on an opinion of independent legal counsel
selected by Protective Life a material probability exists that the Trust will
be required to pay additional amounts in respect of such withholding or
deduction, Protective Life will have the right to redeem the Funding Agreement
and, if Protective Life redeems the Funding Agreement, the Trust will redeem
this Note at the Redemption Price set forth on the face hereof with no less
than thirty (30) days and no more than seventy-five (75) days notice.


 


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


 


Section 12.            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 13.            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 physical distribution of notes to be made
as provided in the Indenture.  The
Register maintained by the Registrar will evidence ownership of the Notes, with
transfers of ownership effected on the Register and through the Transfer Agent.  Transfer of principal, premium (if any) and
interest to the Holder will be the responsibility of the Paying Agent.  The selection of any Notes to be redeemed or
repaid will be determined by the Indenture Trustee pursuant to the Indenture.


 


(d)           This
Note or portion hereof may not be exchanged for Global Notes of this Series of
Notes.  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 14.            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”).


 


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 


 


35

















 


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 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 


 


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


 


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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.


 


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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):




 





 


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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.


 


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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

  	
      

  	
   

  



 


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SCHEDULE I TO FORM OF DEFINITIVE
NOTE


 


Amortization Table or Formula


 


43