Exhibit 4.14


 


FORM OF OMNIBUS INSTRUMENT


 


WHEREAS,
parties named herein desire to enter into certain Program Documents, each such
document dated as of the date specified in this Omnibus Instrument, relating to
the issuance by Protective Life Secured Trust 20[  ]-[  ]
(the “Trust”) of Notes to investors under Protective Life Insurance
Company’s (“Protective Life”) secured notes program;


 


WHEREAS,
if the Pricing Supplement filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
with respect to the Notes to be issued by the Trust (as such Pricing Supplement
may be amended, modified, supplemented or replaced from time to time, the “Pricing
Supplement”), indicates that the Trust is a Delaware statutory trust, the
Trust will be organized under and its activities will be governed by (i) the
provisions of the Statutory Trust Agreement (set forth in Section A of
this Omnibus Instrument), dated as of the date of the Pricing Supplement (the “Execution
Date”), by and between the parties thereto indicated in Section I
herein, and (ii) the certificate of trust of the Trust;


 


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


 


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


 


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


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


2

















 


SECTION A


 


Trust Agreement


 


Section A-1.          Delaware Statutory Trust


 


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


 


STATUTORY TRUST AGREEMENT


by and among


AMACAR Pacific Corp., as Trust Beneficial Owner
and Administrator


and


Wilmington Trust Company, as Delaware Trustee


 


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


 


W I T N E S S E T H:


 


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


 


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


 


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


 


WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard
Statutory Trust Terms, dated July 21, 2005 (the “Standard Statutory
Trust Terms”), filed as Exhibit 4.7 to Protective Life Insurance
Company’s Registration 


 


3

















 


Statement on Form S-3 (Registration No. 333-126757)
and all capitalized terms not otherwise defined herein (including the recitals
hereof) shall have the meaning set forth in the Standard Statutory Trust Terms
(the Standard Statutory Trust Terms and this Statutory Trust Agreement,
collectively, the “Trust Agreement”).


 


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


 


ARTICLE
1


 


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


 


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


 


ARTICLE
2


 


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


 


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


 


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


 


Section 2.04 
Additional Terms.  None.


 


4

















 


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


 


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


 


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


 


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


 


5

















 


Section A-2.          Delaware Common Law Trust


 


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


 


COMMON LAW TRUST AGREEMENT

by and among

AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator

and

Wilmington Trust Company, as Trustee


 


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


 


W I T N E S S E T H:


 


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


 


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


 


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


 


WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard
Common Law Trust Terms, dated July 21, 2005 (the “Standard Common Law
Trust Terms”), filed as Exhibit 4.9 to Protective Life Insurance
Company’s Registration Statement on Form S-3 (Registration No. 333-126757)
and all capitalized terms not otherwise defined herein (including the recitals
hereof) shall have the meaning set forth in the Standard Common Law Trust Terms
(the Standard Common Law Trust Terms and this Common Law Trust Agreement,
collectively, the “Trust Agreement”).


 


6

















 


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


 


ARTICLE
1


 


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


 


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


 


ARTICLE
2


 


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


 


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


 


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


 


Section 2.04 
Additional Terms.  None.


 


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


 


7

















 


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


 


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


 


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


 


8

















 


SECTION B


 


Administrative Services
Agreement


 


ADMINISTRATIVE SERVICES AGREEMENT

by and among

The Protective Life Secured Trust

specified in the Omnibus Instrument

and

AMACAR Pacific Corp.,

as Administrator




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


 


W I T N E S S E T H:


 


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


 


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


 


WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard
Administrative Services Terms, dated July 21, 2005 (the “Standard
Administrative Services Terms”), filed as Exhibit 4.12 to Protective
Life Insurance Company’s Registration Statement on Form S-3 (Registration No. 333-126757)
and all capitalized terms not otherwise defined herein (including the recitals
hereof) shall have the meaning set forth in the Standard Administrative
Services Terms (the Standard Administrative Services Terms and this
Administrative Services Agreement, collectively, the “Administrative
Services Agreement”).


 


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


 


9

















 


ARTICLE
1


 


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


 


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


 


ARTICLE
2


 


Section 2.01  Additional Terms.  None.


 


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


 


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


 


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


 


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


 


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


 


10














 


SECTION C


 


Expense and Indemnity Agreement


 


EXPENSE AND INDEMNITY AGREEMENT


 


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


 


WHEREAS,
in consideration of the Service Providers (as defined in the Standard Expense
and Indemnity Agreement Terms, dated July 21, 2005 (the “Standard
Expense and Indemnity Agreement Terms”), filed as Exhibit 10.1 to
Protective Life Insurance Company’s Registration Statement on Form S-3
(Registration No. 333-126757)) providing services to the Trust in
connection with the Program and pursuant to the Program Documents under which
the Service Providers will have certain duties and obligations, Protective Life
hereby agrees to the following compensation arrangements and terms of
indemnity; and


 


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


 


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


 


ARTICLE
1


 


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


 


11

















 


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


 


ARTICLE
2


 


Section 2.01  Additional Terms.  None.


 


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


 


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


 


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


 


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


 


12

















 


SECTION D


 


License Agreement


 


LICENSE AGREEMENT


 


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


 


W I T N E S S E T H:


 


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


 


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


 


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


 


WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard
License Agreement Terms, dated November 7, 2003 (the “Standard License
Agreement Terms”), filed as Exhibit 99.1 to Protective Life Insurance
Company’s Current Report on Form 8-K, filed with the Securities and
Exchange Commission on March 3, 2004 and all capitalized terms not
otherwise defined herein (including the recitals hereof) shall have the meaning
set forth in the Standard License Agreement Terms (the Standard License
Agreement Terms and this License Agreement, collectively, the “License
Agreement”).


 


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


 


ARTICLE
1


 


Section 1.01 
Incorporation by Reference. 
All terms, provisions and agreements set forth in the Standard License
Agreement Terms (except to the extent expressly 


 


13

















 


modified
herein) are hereby incorporated herein by reference with the same force and
effect as though fully set forth herein. 
To the extent that the terms set forth in Article 2 of this
Agreement are inconsistent with the terms of the Standard License Agreement
Terms, the terms set forth in Article 2 herein shall apply.


 


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


 


ARTICLE
2


 


Section 2.01 
Additional Terms.  None.


 


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


 


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


 


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


 


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


 


14

















 


SECTION E


 


Indenture


 


INDENTURE


 


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


 


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


 


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


 


W I T N E S S E T H:


 


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


 


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


 


WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard
Indenture Terms dated as of August 17, 2005 (the “Standard Indenture
Terms”), filed as Exhibit 4.1 to Protective Life Insurance Company’s
Registration Statement on Form S-3 (Registration No. 333-126757) and
all capitalized terms not otherwise defined herein (including the recitals
hereof) shall have the meaning set forth in the Standard Indenture Terms (the
Standard Indenture Terms and this Indenture, collectively, the “Indenture”);


 


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


 


15

















 


ARTICLE
1


 


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


 


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


 


ARTICLE
2


 


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


 


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


 


Section 2.03 
Additional Terms.  None.


 


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


 


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


 


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


 


Section 2.05 
Counterparts.  This
Indenture, through the Omnibus Instrument, may be executed in any number of
counterparts, each of which counterparts shall be 


 


16

















 


deemed
to be an original, and all of which counterparts shall constitute one and the
same instrument.


 


17

















 


SECTION F


 


Selling Agent Agreement


 


SELLING AGENT AGREEMENT

by and among

The Protective Life Secured Trust

specified in the Omnibus Instrument

and

Protective Life Insurance Company

and

The Agents specified in the Pricing Supplement


 


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


 


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


 


ARTICLE
1


 


Section 1.01 
Incorporation by Reference. 
All terms, provisions and agreements set forth in the Standard Selling
Agent Agreement Terms, dated as of November 26, 2008 (the “Standard
Selling Agent Agreement Terms”), filed as Exhibit 1.1 to Protective
Life Insurance Company’s Registration Statement on Form S-3 (Registration No. 333-[_]),
filed on November 26, 2008, (except to the extent expressly modified
herein) are hereby incorporated herein by reference with the same force and effect
as though fully set forth herein and all capitalized terms not otherwise
defined herein (including recitals hereof) shall have the meanings set forth in
the Standard Selling Agent Agreement Terms (the Standard Selling Agent
Agreement Terms and this Selling Agent Agreement, collectively, the “Selling
Agent Agreement”).  To the extent
that the terms set forth in Article 2 of this Agreement are inconsistent
with the terms of the Standard Selling Agent Agreement Terms, the terms set
forth in Article 2 herein shall apply.


 


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


 


18

















 


ARTICLE
2


 


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


 


ARTICLE
3


 


Section 3.01 
Additional Terms.  None.


 


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


 


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


 


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


 


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


 


19

















 


SECTION G


 


Distribution Agreement


 


DISTRIBUTION AGREEMENT

by and among

The Protective Life Secured Trust

specified in the Omnibus Instrument

and

Protective Life Insurance Company

and

The Dealers specified in the Pricing Supplement


 


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


 


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


 


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


 


WHEREAS,
the parties hereto desire to incorporate by reference those certain Standard
Distribution Agreement Terms, dated as of November 26, 2008 (the “Standard Distribution Agreement Terms”),
filed as Exhibit 1.3 to Protective Life Insurance Company’s Registration
Statement on Form S-3 (Registration No. 333-[  ]), filed on
November 26, 2008, and all capitalized terms not otherwise defined herein
(including the recitals hereof) shall have the meaning set forth in the
Standard Distribution Agreement Terms (the Standard Distribution Agreement
Terms and this Distribution Agreement, collectively, the “Distribution Agreement”).


 


20














 


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


 


ARTICLE
1


 


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


 


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


 


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


 


Section 1.04 
Additional Terms.  None.


 


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


 


ARTICLE
2


 


Section 2.01  Purchase/Solicitation of Purchases of
Notes.


 


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


 


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


 


21

















 


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


 


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


 


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


 


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


 


ARTICLE
3


 


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


 


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


 


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


 


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


 


22

















 


SECTION H


 


COORDINATION AGREEMENT


 


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


 


W I T N E S S E T H:


 


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


 


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


 


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


 


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


 


ARTICLE
1


 


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


 


Section 1.02           Issuance
and Purchase of the Notes.


 


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


 


(b)           The Trust hereby directs the Indenture
Trustee, upon receipt of the Funding Agreement pursuant to the Assignment of
the Funding Agreement, (i) to authenticate the certificates
representing the Notes (the “Notes Certificates”) in accordance with the
Indenture and (ii) to (A) deliver each relevant Notes
Certificate to 


 


23

















 


the clearing system or systems identified in each such
Notes Certificate, or to the nominee of such clearing system, for credit to such
accounts as the Dealer(s) may direct, or (B) deliver each
relevant Notes Certificate to the purchasers thereof as identified by the
Dealer(s).


 


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


 


ARTICLE
2


 


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


 


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


 


ARTICLE
3


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


ARTICLE
4


 


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


 


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


 


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


 


25

















 


SECTION I


 


Miscellaneous and Execution
Pages


 


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


 


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


 


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


 


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


 


26

















 


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


 


 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


Protective
Life Secured Trust 20[  ]-[  ]


Omnibus
Instrument


 


1

















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


Protective
Life Secured Trust 20[  ]-[  ]


Omnibus
Instrument


 


2

















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


Protective
Life Secured Trust 20[  ]-[  ]


Omnibus
Instrument


 


3

















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


Protective
Life Secured Trust 20[  ]-[  ]


Omnibus
Instrument


 


4














 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


Protective
Life Secured Trust 20[   ]-[   ]


Omnibus
Instrument


 


5

















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


Protective
Life Secured Trust 20[   ]-[   ]


Omnibus
Instrument


 


6

















 


	
   

  	
   

  	
  BANC OF AMERICA SECURITIES LLC(1)

  (in executing below agrees and becomes a party to the Distribution Agreement
  set forth in Section G herein).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 






(1)           Insert name of the
relevant Dealer(s) if other than, or in addition to, Banc of America
Securities LLC


 


 


Protective
Life Secured Trust 20[   ]-[   ]


Omnibus
Instrument


 


7

















 


SCHEDULE 1


 


[Insert the following text if the Trust is issuing
InterNotes® to retail investors.


 


Selling Agent Agreement
Specifications


 


In connection with Section VI(a)(viii) of the Selling Agent
Agreement, the Program under which the Notes are issued, as well as the Notes,
have been assigned the ratings issued by Moody’s and S&P set forth in the
Pricing Supplement.  In connection with Section VI(b)(xiv)
of the Selling Agent Agreement, the Company has been assigned the financial
strength rating by Moody’s and S&P as set forth in the Pricing Supplement.


 


In connection with Section X of the Selling Agent Agreement, the
notice information for the Agents is as follows:


 


[c/o Incapital LLC

One North LaSalle Street, Suite 3500

Chicago, Illinois 60602]]


 


[Insert
the following text if the Trust is issuing secured medium-term notes to
investors.


 


Distribution Agreement
Specifications


 


In connection with Section 2(a)(viii) of the Distribution
Agreement, the Program under which the Notes are issued, as well as the Notes,
have been assigned the ratings issued by Moody’s and by S&P set forth in
the Pricing Supplement.  In connection
with Section 2(b)(xiv) of the Distribution Agreement, the Company has been
assigned the financial strength rating by Moody’s and S&P set forth in the
Pricing Supplement.


 


In connection with Article 2 of the Distribution Agreement, the
notice information for the Dealer(s) is as follows:


 


[Banc of America
Securities LLC

[One Bryant Park

New York, New York 10036

Attention: High Grade Debt Capital Markets Transaction Management/Legal

Facsimile: 212-901-7881]]


 


1