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EXHIBIT 4.2    
    


 
  OMNIBUS INSTRUMENT    
    


        WHEREAS, parties named herein desire to enter into certain Program Documents, each such document dated as of the date specified in this Omnibus Instrument,
relating to the issuance by Protective Life Secured Trust 2004-5 (the "Trust") of Notes to investors under Protective Life Insurance Company's ("Protective Life") secured notes program; 



        WHEREAS,
if 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 (attached to this Omnibus Instrument as
Annex A) (the "Pricing Supplement"), 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 date of the Pricing Supplement, 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
date of the Pricing Supplement, 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 date of the Pricing Supplement, 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 date of the Pricing Supplement, by and between the parties thereto indicated in Section I herein; 


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


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


        WHEREAS,
if the Trust is issuing secured medium-term notes to institutional investors, then the sale of the Notes will be governed by the Distribution Agreement (set forth in
Section G of this Omnibus Instrument), dated as of the date of the Pricing Supplement, 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. 


1






  



 
 

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 date of the Pricing Supplement, by and among AMACAR Pacific Corp., a Delaware corporation (the "Trust Beneficial
Owner" and "Administrator") and Wilmington Trust Company, a Delaware banking corporation, as Delaware Trustee (the
"Delaware Trustee"). 


 
 

W I T N E S S E T H:    
    


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


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


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


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


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


 
 

ARTICLE 1    
    


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



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


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 Delaware Trustee following written notice to the Trust Beneficial Owner. 


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


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


        Section 2.04
Additional Terms. None 



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


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


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



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


3





 


        Section A-2.  Delaware Common Law Trust


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


COMMON LAW TRUST AGREEMENT

by and among

AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator

and

Wilmington Trust Company, as Trustee 


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


 
 

W I T N E S S E T H:    
    


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


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


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


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


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


 
 

ARTICLE 1    
    


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


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


4





 


 
 

ARTICLE 2    
    


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


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


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


        Section 2.04  Additional Terms. None 


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


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



        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. 


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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 date of the Pricing Supplement, by and among the Protective Life Secured Trust specified in the Omnibus Instrument (the "Trust")
and AMACAR Pacific Corp., a Delaware corporation (the "Administrator"). 


 
 

W I T N E S S E T H:    
    


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



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


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


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


 
 

ARTICLE 1    
    


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


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


 
 

ARTICLE 2    
    


        Section 2.01 Additional Terms. None 


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


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


6





 



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


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


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


7





 
 
 

SECTION C
  Expense and Indemnity Agreement    
    


 
  EXPENSE AND INDEMNITY AGREEMENT    



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


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


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


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


 
 

ARTICLE 1    
    


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



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


 
 

ARTICLE 2    
    


        Section 2.01 Additional Terms. None 


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


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


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


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


8





 
 
 

SECTION D
  License Agreement    
    


        LICENSE
AGREEMENT 


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


 
 

W I T N E S S E T H:    
    


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


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



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


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


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


 
 

ARTICLE 1    
    


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


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


 
 

ARTICLE 2    
    


        Section 2.01 Additional Terms. None 



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


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


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



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


9





 
 
 

SECTION E
  Indenture    
    


        INDENTURE



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


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



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


 
 

W I T N E S S E T H:    
    


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


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


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



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


 
 

ARTICLE 1    
    


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


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


 
 

ARTICLE 2    
    


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


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


10





 



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


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


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


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


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


11





 
 
 

SECTION F
  Selling Agent Agreement    
    


 
  SELLING AGENT AGREEMENT
  by and among
  The Protective Life Secured Trust
  specified in the Omnibus Instrument
  and
  Protective Life Insurance Company
  and
  The Agents
specified in the Pricing Supplement    




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


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


 
 

ARTICLE 1    
    


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


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


 
 

ARTICLE 2    
    



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


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


 
 

ARTICLE 3    
    


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


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


12





 



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


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


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


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


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


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


13






  



 
 

SECTION G
  Distribution Agreement    
    


 
  DISTRIBUTION AGREEMENT
  by and among
  The Protective Life Secured Trust
  specified in the Omnibus Instrument
  and
  Protective Life Insurance Company
  and
  The Dealers
specified in the Pricing Supplement    



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


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



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


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


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


 
 

ARTICLE 1    
    


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


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


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


14





 



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


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



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


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


 
 

ARTICLE 2    
    


        Section 2.01 Purchase/Solicitation of Purchases of Notes. 



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



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


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




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



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




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


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


15





 
 
 

ARTICLE 3    
    


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


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



        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. 


16





 
 
 

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 date of the Pricing Supplement; 


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


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


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


 
 

ARTICLE 1    
    


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


        Section 1.02
Issuance and Purchase of the Notes. 


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


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



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


 
 

ARTICLE 2    
    


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


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


17





 


 
 

ARTICLE 3    
    


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



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


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


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


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



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


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


 
 

ARTICLE 4    
    


        Section 4.01 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Distribution
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. 


        Section 4.02
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. 


18






  



 
 

SECTION I
  Miscellaneous and Execution Pages    
    



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


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


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


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


19





 

        IN
WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument, dated as of the date of the Pricing Supplement. 



	

 	

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

 	

By:	

/s/  JUDY WILSON      

	 	 	Name:  Judy Wilson
	 	 	Title:    Senior Vice President
	
	 	 




Protective Life Secured Trust 2004-5

Omnibus Instrument

Execution Page 1 of 7  


20





 


	

 	

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

 	

By:	

/s/  JUDY WILSON      

	 	 	Name:  Judy Wilson
	 	 	Title:    Senior Vice President
	
	 	 




Protective Life Secured Trust 2004-5

Omnibus Instrument

Execution Page 2 of 7  


21





 


	

 	

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

 	

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

 	

By:	

/s/  JENNIFER A. LUCE      

	 	 	Name:  Jennifer A. Luce
	 	 	Title:    Financial Services Officer
		 	 




Protective Life Secured Trust 2004-5

Omnibus Instrument

Execution Page 3 of 7  


22





 


	

 	

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

 	

By:	

/s/  JENNIFER A. LUCE      

	 	 	Name:  Jennifer A. Luce
	 	 	Title:    Financial Services Officer
	
	 	 




Protective Life Secured Trust 2004-5

Omnibus Instrument

Execution Page 4 of 7  


23





 


	

 	

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

 	

By:	

/s/  EVELYN ECHEVARRIA      

	 	 	Name:  Evelyn Echevarria
	 	 	Title:    Vice President
	
	 	 




Protective Life Secured Trust 2004-5

Omnibus Instrument

Execution Page 5 of 7  


24





 


	

 	

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

 	

By:	

/s/  MILLIE CICERO      

	 	 	Name:  Millie Cicero
	 	 	Title:    Assistant Treasurer
	
	 	 




Protective Life Secured Trust 2004-5

Omnibus Instrument

Execution Page 6 of 7  


25





 


	

 	

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

 	

By:	

/s/  BRIAN WALKER      

	 	 	Name:  Brian Walker
	 	 	Title:    Managing Director, Capital Markets
	
	 	 




Protective Life Secured Trust 2004-5

Omnibus Instrument

Execution Page 7 of 7  


26






EXHIBIT A

Standard Statutory Trust Terms/Standard Common Law Trust Terms  







Section A-1.    Standard Statutory Trust Terms









 


STANDARD STATUTORY TRUST TERMS  


 with respect to  


 PROTECTIVE LIFE SECURED TRUSTS  


 Dated as of November 7, 2003  








  



 
 

TABLE OF CONTENTS    
    



	 
	 	Page

	

ARTICLE 1

DEFINITIONS
	

Section 1.01 Definitions	
 	

1
	Section 1.02 Usage of Terms	 	5
	Section 1.03 Section References	 	5
	

ARTICLE 2

CREATION OF TRUST
	

Section 2.01 Name of the Trust	
 	

5
	Section 2.02 Office of the Delaware Trustee; Principal Place of Business	 	5
	Section 2.03 Statutory Trust	 	5
	Section 2.04 Trust Beneficial Interest	 	5
	Section 2.05 Issuance of the Series of Notes	 	5
	Section 2.06 Acquisition of Funding Agreements	 	6
	Section 2.07 Security Interest in the Collateral	 	6
	Section 2.08 Purposes of the Trust	 	6
	Section 2.09 Title to Collateral	 	6
	Section 2.10 Payment of Trust Expenses	 	6
	Section 2.11 Liability	 	6
	Section 2.12 Income Tax Treatment; Tax Returns and Reports.	 	6
	Section 2.13 Situs of Trust	 	6
	

ARTICLE 3

PAYMENT ACCOUNTS
	

Section 3.01 Payment Accounts.	
 	

7
	

ARTICLE 4

TRUST SECURITIES
	Section 4.01 Initial Ownership	 	8
	Section 4.02 Notes.	 	8
	Section 4.03 Registration of Transfer of Trust Beneficial Interest.	 	8
	Section 4.04 Persons Deemed Holders of Trust Securities	 	8
	Section 4.05 Maintenance of Office	 	8
	Section 4.06 Ownership of the Trust Beneficial Interest	 	8
	

ARTICLE 5

REPRESENTATIONS AND WARRANTIES
	

Section 5.01 Delaware Trustee	
 	

8
	Section 5.02 Trust Beneficial Owner	 	9
	

ARTICLE 6

DELAWARE TRUSTEE
	

Section 6.01 General Authority.	
 	

10
	Section 6.02 General Duties	 	13
	Section 6.03 Specific Duties.	 	13
	Section 6.04 Acceptance of Trust and Duties; Limitation on Liability	 	14
	Section 6.05 Reliance; Advice of Counsel.	 	16
	Section 6.06 Delegation of Authorities and Duties	 	17




i





 


	 
	 	Page

	

ARTICLE 7

DISSOLUTION, LIQUIDATION AND TERMINATION
	

Section 7.01 Dissolution Upon the Expiration Date	
 	

17
	Section 7.02 Termination of Agreement	 	17
	Section 7.03 Liquidation	 	17
	

ARTICLE 8

SUCCESSOR AND ADDITIONAL DELAWARE TRUSTEES
	

Section 8.01 Eligibility Requirements for the Delaware Trustee	
 	

18
	Section 8.02 Resignation or Removal of the Delaware Trustee	 	18
	Section 8.03 Successor Delaware Trustee	 	18
	Section 8.04 Merger or Consolidation of Delaware Trustee	 	19
	Section 8.05 Appointment of Co-Delaware Trustee or Separate Delaware Trustee.	 	19
	Section 8.06 Delaware Trustee May Own Notes	 	20
	

ARTICLE 9

VOTING; ACTS OF SECURITYHOLDERS; MEETINGS
	

Section 9.01 Limitations on Voting Rights	
 	

20
	Section 9.02 Meetings of the Trust Beneficial Owner	 	20
	

ARTICLE 10

MISCELLANEOUS PROVISIONS
	

Section 10.01 Limitation on Rights of Securityholders.	
 	

20
	Section 10.02 Amendment.	 	21
	Section 10.03 Notice	 	22
	Section 10.04 No Recourse	 	22
	Section 10.05 No Petition	 	23
	Section 10.06 Governing Law	 	23
	Section 10.07 Severability	 	23
	Section 10.08 Trust Securities Nonassessable and Fully Paid	 	23
	Section 10.09 Third-Party Beneficiaries	 	23




ii







  





        This document constitutes the Standard Statutory Trust Terms, dated as of November 7, 2003, that may be incorporated by reference in one or more Statutory Trust Agreements
(included in Section A of the Omnibus Instrument, as defined below) between Wilmington Trust Company, a Delaware banking corporation, as Delaware
trustee, (the "Delaware Trustee"), and AMACAR Pacific Corporation, a Delaware corporation (as
"Administrator" and "Trust Beneficial Owner"). 



        These
Standard Statutory Trust Terms shall be of no force and effect unless and until incorporated by reference in, and then only to the extent not modified by, a Statutory Trust
Agreement. 


        The
following terms and provisions shall govern the activities of each Delaware statutory trust created under the Program (as defined below) subject to contrary terms and provisions
expressly adopted in any Statutory Trust Agreement which contrary terms shall be controlling. 


 
 

W I T N E S S E T H:    
    


        WHEREAS, the Delaware Trustee and the Trust Beneficial Owner desire to establish a statutory trust organized pursuant to the Delaware Statutory Trust Act (as
defined below) for the purpose of issuing Notes (as defined below) to investors which will be secured, and payments with respect to which will be funded, solely by the assets held in the Trust (as
defined below), the proceeds of which will be used to purchase Funding Agreements (as defined below) issued from time to time by Protective Life (as defined below). 


        NOW,
THEREFORE, it being the intention of the parties hereto that the Trust constitute a statutory trust under the Delaware Statutory Trust Act and that this Agreement constitute the
governing instrument of such statutory trust, the Delaware Trustee and the Trust Beneficial Owner agree as follows: 


 
 

ARTICLE 1
  Definitions    
    


        Section 1.01 Definitions. The following terms have the meanings set forth below: 


        "Administrative Services Agreement" means that certain Administrative Services Agreement, dated as of the date specified in the Omnibus
Instrument, between the Administrator and the Delaware Trustee, on behalf of the Trust, as the same may be amended, modified or supplemented from time to time. 


        "Administrator" means the party named as such in the preamble to this Agreement, in its capacity as the sole administrator of the Trust
pursuant to the Administrative Services Agreement, and shall also include its permitted successors and assigns. 


        "Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under common control
with, that Person and, in the case of an individual, any spouse or other member of that individual's immediate family. For the purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise. 


        "Agreement" means that certain Statutory Trust Agreement in substantially the same form included in  Section A of the Omnibus Instrument, as amended, modified or
supplemented from time to time, that incorporates by reference these Standard
Statutory Trust Terms. 


        "Business Day" has the meaning specified in the Indenture. 


        "Calculation Agent" has the meaning set forth in the Indenture. 


1





 



        "Certificate of Trust" means the Certificate of Trust of the Trust as filed with the Secretary of State of the State of Delaware. 



        "Code" means the Internal Revenue Code of 1986, as amended, including any successor or amendatory statutes and any applicable rules,
regulations, notices or orders promulgated thereunder. 


        "Collateral" means, with respect to the Series of Notes, the right, title and interest of the Trust in and to
(a) the Funding Agreements held in the Trust, (b) all proceeds of the Funding Agreements and all amounts
and instruments on deposit from time to time in the Collection Account, (c) all books and records pertaining to the Funding Agreements, and
(d) all rights of the Trust pertaining to the foregoing. 


        "Collection Account" has the meaning set forth in the Indenture. 


        "Commission" means the Securities and Exchange Commission or any successor body performing such duties of the Commission. 


        "Contingent Obligation" has the meaning set forth in the Indenture. 



        "Corporate Trust Office" means the principal office of the Delaware Trustee located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001. 


        "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. (§) 3801,  et seq., as amended from time to time. 


        "Delaware Trustee" means the party named as such in the preamble to this Agreement and shall also include its permitted successors and
assigns, or any successor Delaware Trustee appointed as herein provided, acting not in its individual capacity but solely as Delaware Trustee under this Agreement. If there shall be at any time more
than one Delaware Trustee hereunder, "Delaware Trustee" shall mean each such Delaware Trustee. 


        "DTC" means The Depository Trust Company and its successors and assigns. 


        "Expense and Indemnity Agreement" means that certain Expense and Indemnity Agreement, dated as of the date specified in the Omnibus
Instrument, by and among Protective Life and each of the Delaware Trustee, on behalf of the Trust and itself, the Indenture Trustee and the Administrator and any service provider that may become a
party to such agreement from time to time, as the same may be amended, modified or supplemented from time to time. 


        "Funding Agreement" means that certain funding agreement (or funding agreements) identified in the Pricing Supplement by number, entered
into by and between Protective Life and the Trust and subsequently pledged and collaterally assigned to the Indenture Trustee for the benefit of the holders of the Series of Notes, as it may be
modified, restated, replaced, supplemented or otherwise amended from time to time in accordance with the terms thereof. 



        "Funding Agreement Event of Default" means an "Event of Default" as defined in the Funding
Agreement. 


        "Holder" has the meaning set forth in the Indenture. 


        "Indebtedness" has the meaning set forth in the Indenture. 


        "Indenture" means that certain Indenture dated as of the date specified in the Omnibus Instrument, between the Trust and the Indenture
Trustee, as the same may at any time be amended, modified or supplemented from time to time. 


        "Indenture Trustee" means the party named as such in the preamble to the Indenture and, subject to the provisions of Article 8 of
the Indenture, shall also include its successors and assigns as Indenture Trustee thereunder. 


2





 



        "Investment Company Act" means the Investment Company Act of 1940, as amended, as it may be amended or supplemented from time to time, and
any successor statute thereto, and the rules, regulations and published interpretations of the Commission promulgated thereunder from time to time. 


        "Issuance Date" has the meaning specified in the Pricing Supplement. 


        "License Agreement" means that certain License Agreement, dated as of the date specified in the Omnibus Instrument, between the Delaware
Trustee, on behalf of the Trust and Protective Life Corporation, as the same may be amended, modified or supplemented from time to time. 


        "Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including without limitation any conditional sale or other title retention agreement, any financing
lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction). 



        "Note" has the meaning specified in the Indenture and "Notes" means the secured notes of
the Trust issued pursuant to the Indenture. 


        "Omnibus Instrument" means the omnibus instrument pursuant to which certain Program Documents are executed and the Trust is established. 


        "Paying Agent" has the meaning set forth in the Indenture. 



        "Payment Account" means each segregated non-interest-bearing corporate trust account for the Trust maintained by the Delaware
Trustee in its trust department in which all amounts paid to the Delaware Trustee in respect of the Collateral will be held and from which the Delaware Trustee shall make payments pursuant to  Section 3.01(b)
 and Article 7 hereof, to the extent such amounts are paid to the Delaware
Trustee and deposited in the Payment Account. 


        "Person" means any natural person, corporation, limited partnership, general partnership, joint stock company, joint venture, association,
company, limited liability company, trust (including any beneficiary thereof), bank, trust company, land trust, business trust, statutory trust or other organization, whether or not a legal entity,
and governments and agencies and political subdivisions thereof. 


        "Pricing Supplement" means, the pricing supplement attached to the Omnibus Instrument as Exhibit G as prepared by the Trust, in
consultation with Protective Life, in connection with the issuance by the Trust of its Series of Notes and agreed to by Protective Life, the Trust and the relevant dealers or agents under the relevant
Program Distribution Agreement, as such Pricing Supplement may be amended, modified, supplemented or replaced from time to time. 


        "Program" has the meaning set forth in the Indenture. 


        "Program Distribution Agreements" means, with respect to the Series of Notes, (a) that
certain Distribution Agreement, by and among the Trust, Protective Life and the dealers named therein relating to the issuance and sale of the Trust's Notes under the Secured Medium-Term
Notes Program, as the same may be amended, modified or supplemented or (b) that certain Selling Agent Agreement, by and among the Trust, Protective Life
and the agents named therein relating to the issuance and sale of the Trust's Notes under the InterNotes® Program, as the same may be amended, modified or supplemented. 


        "Program Documents" means each Note, the Omnibus Instrument, the Indenture, this Agreement, the Administrative Services Agreement, the
License Agreement, the Expense and Indemnity 


3





 



Agreement,
the relevant Program Distribution Agreement, the Funding Agreements and any other documents or instruments entered into by, or with respect to, or on behalf of, the Trust. 



        "Protective Life" means Protective Life Insurance Company, a life insurance company organized and licensed under the laws of the State of
Tennessee, or any successor thereto. 


        "Ratings Agencies" means Moody's Investors Services, Inc., Standard & Poor's Ratings Services, a Division of The
McGraw-Hill Companies, Inc., and any other rating agency which provides a rating for any Notes issued by the Trust. 


        "Registrar" has the meaning specified in Section 4.03. 


        "Register" has the meaning set forth in the Indenture. 


        "SEC Documents" means (a) any registration statement, including any preliminary prospectus
or prospectus supplement thereto and the exhibits included therein, any pre-effective or post-effective amendments thereto and any registration statements filed thereafter
under the Securities Act, relating to the registration under the Securities Act of the Series of Notes and the Funding Agreements, (b) any Pricing
Supplement relating to the Series of Notes and (c) any documents, filings or forms required to be filed by the Trust under the Securities Exchange Act
of 1934, as amended, or the Trust Indenture Act, or any securities laws, rules or regulations of any state or any rules or regulations of any national securities exchange or market quotation dealer
system or the National Association of Securities Dealers, Inc. 


        "Secretary of State" means the Secretary of State of the State of Delaware. 


        "Securities Act" means the Securities Act of 1933, as it may be amended or supplemented from time to time, and any successor statute
thereto, and the rules, regulations and published interpretations of the Commission promulgated thereunder from time to time. 


        "Securities Register" has the meaning specified in Section 4.03. 


        "Securityholder" means each Person in whose name any Trust Security is registered in the Securities Register or Register. 



        "Series of Notes" means the series of Notes issued by the Trust. 


        "Standard Statutory Trust Terms" means this document, the Standard Statutory Trust Terms. 


        "Standing Order" has the meaning set forth in Section 3.01(d) of these Standard Statutory Trust Terms. 


        "Transfer Agent" has the meaning specified in the Indenture. 



        "Trust" means the Protective Life Secured Trust specified in the Omnibus Instrument, together with its permitted successors and assigns. 


        "Trust Beneficial Interest" means the undivided beneficial interest in the assets held in the Trust, having such rights as provided for
herein. 


        "Trust Beneficial Owner" means the Person identified as the "Trust Beneficial Owner" in the preamble to this Agreement, in its capacity as
the sole beneficial owner of the Trust. 


        "Trust Expenses" means any liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust. 


        "Trust Expiration Date" means the date specified in the Pricing Supplement or such earlier date as all of the outstanding Notes of the
Series of Notes are redeemed in full by the Trust. 


4





 



        "Trust Indenture Act" means the Trust Indenture Act of 1939, as it may be amended or supplemented from time to time, and any successor
statute thereto, and the rules, regulations and published interpretations of the Commission promulgated thereunder from time to time. 


        "Trust Security" means a Note or the Trust Beneficial Interest. 


        "UCC" means the Uniform Commercial Code, as from time to time in effect in the State of New York; provided
that, with respect to the perfection, effect of perfection or non-perfection, or priority of any security interest in the Collateral, "UCC" shall mean the
applicable jurisdiction whose law governs such perfection, non-perfection or priority. 


        Section 1.02
Usage of Terms. With respect to all terms used in this Agreement, the singular includes the plural and the plural the
singular; words importing any gender include the other genders; references to "writing" include printing, typing, lithography, facsimile, electronic transmissions and other means of reproducing words
in a visible form; references to agreements and other contractual instruments include all subsequent amendments hereto or changes herein entered into in accordance with their respective terms and not
prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the terms "include" or "including" mean "include without limitation" or "including without
limitation." 


        Section 1.03
Section References. All references to Articles, sections, paragraphs, subsections, exhibits and schedules shall be to
such portions of these Standard Statutory Trust Terms unless otherwise specified. 


 
 

ARTICLE 2
  Creation of Trust    
    


        Section 2.01 Name of the Trust. The Trust created under this Agreement shall have the name specified in the
Omnibus Instrument. The Trust's activities shall be conducted under the name of the Trust. 


        Section 2.02
Office of the Delaware Trustee; Principal Place of Business. The principal office of the Trust shall be in care of the
Delaware Trustee at the Corporate Trust Office, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Trust Beneficial Owner, the Indenture
Trustee, the Administrator and the Ratings Agencies. 


        Section 2.03  Statutory Trust. It is the intention of the parties hereto that the Trust constitute a statutory trust organized under
the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument of the Trust. Pursuant to Section 3810 of the Delaware Statutory Trust Act, the Delaware Trustee
shall file a Certificate of Trust with the Delaware Secretary of State to form the Trust. The parties hereto hereby appoint the Delaware Trustee as trustee of the Trust, to have all rights,
powers and duties set forth herein and in accordance with the applicable law with respect to accomplishing the purposes of the Trust. 



        Section 2.04  Trust Beneficial Interest. Contemporaneously with the execution and delivery of this Agreement, the Delaware Trustee,
on behalf of the Trust, shall cause the Trust Beneficial Owner to be recorded as the registered owner of the Trust Beneficial Interest on the Trust's Securities Register, against payment 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)) by the Trust Beneficial Owner to, or to an
account at the direction of, the Delaware Trustee. 


        Section 2.05
Issuance of the Series of Notes. Contemporaneously with the execution and delivery of this Agreement, the Trust shall,
in accordance with the Indenture, issue and deliver or cause to be issued and delivered the aggregate principal amount of the Series of Notes specified in the related Pricing Supplement or supplement
to the Indenture against payment therefor. The Holders of the 


5





 



Series
of Notes shall only have a right to receive payments from the Collateral as described in the Indenture and shall have no right to receive payments under the assets held in any other trust
organized under the Program. 


        Section 2.06  Acquisition of Funding Agreements. Contemporaneously with the issuance and delivery of the Series of Notes, the Trust
shall acquire the Funding Agreements. 


        Section 2.07
Security Interest in the Collateral. Contemporaneously with the issuance and delivery of the Series of Notes, pursuant
to the Indenture, the Trust shall collaterally assign and grant to the Indenture Trustee, for the benefit of the Holders of such Notes, a first priority perfected security interest in and to the
Collateral, including, without limitation, Funding Agreements purchased by the Trust. 


        Section 2.08  Purposes of the Trust. The exclusive purposes and functions of the Trust are
(a) to issue and sell the Notes and the Trust Beneficial Interest, (b) to use the proceeds of the sale
of the Notes and
the Trust Beneficial Interest to acquire one or more Funding Agreements, (c) to pay amounts due in respect of the Notes and the Trust Beneficial
Interest, (d) to enter into the agreements and to take such actions as the Delaware Trustee has the power and authority to take pursuant to  Section 6.01, as applicable, and (e) to engage in those activities necessary, advisable or
incidental thereto (such as registering the transfer of the Trust Securities). 


        Section 2.09
Title to Collateral. Legal title to the Collateral shall be vested at all times in the Trust as a separate legal
entity and shall be held and administered by the Delaware Trustee for the benefit of the Trust and each Securityholder, except that with respect to the Collateral collaterally assigned to the
Indenture Trustee, legal title to the Collateral shall be vested at all times in the Indenture Trustee, for the benefit of the applicable Holders and such Collateral shall be held by the Indenture
Trustee. 


        Section 2.10  Payment of Trust Expenses. Any costs and expenses of the Trust shall be paid by Protective Life pursuant to the
Expense and Indemnity Agreement to the extent provided therein. 


        Section 2.11
Liability. None of the Delaware Trustee or the Securityholders shall have any personal liability for any liability or
obligation of the Trust. 


        Section 2.12
Income Tax Treatment; Tax Returns and Reports. 



        (a)   The
Trust and the Trust Beneficial Interest Owner agree, and by acceptance of a beneficial interest in a Note each holder of a beneficial interest in a Note agrees, for
U.S. federal, state and local income and franchise tax purposes, to treat (i) the Trust as a grantor trust,
(ii) such Note as an ownership interest in such grantor trust and (iii) the Funding Agreements as debt
of Protective Life. 


        (b)   The
Delaware Trustee shall, or so long as there is an Administrator, the Administrator shall, pursuant to the Administrative Services Agreement, prepare and file or
cause to be prepared and filed, consistent with the treatment of the Trust as a grantor trust, all federal, state and local income tax and information returns and reports required to be filed with
respect to the Trust, and the Notes under any applicable federal, state or local tax statute or any rule or regulation under any of them. At the request of the Administrator, the Delaware Trustee
shall sign and, in accordance with instructions provided by the Administrator, file any federal, state or local income tax and information returns and reports prepared by, or at the direction of, the
Administrator pursuant to this Section 2.12. The Delaware Trustee shall keep copies or cause copies to be kept of the tax and information returns
(including Internal Revenue Service Form 1041) and reports prepared and filed and provided to it by the Administrator. 



        Section 2.13  Situs of Trust. The Trust shall be located in the State of Delaware and administered in the State of Delaware subject
to the activities of the Administrator in North Carolina. All bank accounts maintained by the Delaware Trustee on behalf of the Trust shall be located in the State of Delaware except that those
accounts established under the Indenture shall be maintained with the 


6





 



Indenture
Trustee in accordance with the Indenture. The Trust shall not have any employees in any state other than in the State of Delaware. Except as set forth in the Program Documents, payments will
be received by the Trust only in the State of Delaware and payments will be made by the Trust only from the State of Delaware. 


 
 

ARTICLE 3
  Payment Accounts    
    


        Section 3.01 Payment Accounts. 


        (a)   On
the Issuance Date, the Delaware Trustee shall establish a Payment Account. The Delaware Trustee and any agent of the Delaware Trustee shall have exclusive control and
sole right of withdrawal with respect to the Payment Accounts for the purpose of making deposits in and withdrawals from the Payment Accounts in accordance with this Agreement and the Indenture.
Subject to the Indenture, all monies or other property received by the Delaware Trustee on behalf of the Trust in respect of the Collateral will be deposited in the Payment Account. All monies and
other property deposited or held from time to time in the Payment Account shall be held by the Delaware Trustee in the Payment Account for the exclusive benefit of the Trust Beneficial Owner, subject
to the security interest in the Collateral in favor of the Indenture Trustee on behalf of the Holders of the Series of Notes, and for distribution by the Delaware Trustee as herein provided, including
(and subject to) any priority of payments provided for herein. 


        (b)   Except
for payments made on the Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement and
subject to Section 3.01(a) of this Agreement, all monies and other property deposited into the Payment Account shall be distributed by the Trust
as follows: 


        first, to the Indenture Trustee for the payment of all amounts then due and unpaid upon the Notes, if any, in accordance with the
Indenture; and 


        second, to the Trust Beneficial Owner all of the amounts that would be payable under clause first of Section 5.02 of the Indenture
to the Trust Beneficial Owner if the Trust Beneficial Owner held a Note with an original principal amount of $15. Any remaining monies and other property deposited into the Payment Account shall be
distributed ratably in proportion to their original principal amounts to the
Holders last noted in the Register as the Holders of the Notes and the Trust Beneficial Owner (as if the Trust Beneficial Owner held a Note with an original principal amount of $15). 


        (c)   The
Delaware Trustee shall deposit in the Payment Account, promptly upon receipt, any payments received with respect to the Collateral. Amounts held in the Payment
Accounts shall not be invested by the Delaware Trustee pending the distribution of such amounts to cover the Trust's obligations on the Notes or the Trust Beneficial Interest. 


        (d)   Notwithstanding
anything herein to the contrary, the Delaware Trustee, on behalf of the Trust, shall issue a standing order (the "Standing Order") to the Indenture
Trustee pursuant to which the Indenture Trustee shall distribute all amounts due and unpaid under clause second of Section 3.01(b) herein; provided,
however, that all payments to be made by the Trust to the Trust Beneficial Owner on the Trust Expiration Date or otherwise pursuant to Section 7.03 of this Agreement
shall be made by the Delaware Trustee on behalf of the Trust. For so long as (i) the Delaware Trustee, on behalf of the Trust, has not rescinded the Standing Order and (ii) the Indenture
Trustee is able to, and does, comply with the Standing Order, the Delaware Trustee will not be required to establish separate Payment Accounts in accordance with Section 3.01;  provided, however,
that the Delaware Trustee shall establish separate Payment Accounts to facilitate payments made on a Trust Expiration Date or
otherwise pursuant to Section 7.03 of this Agreement. 


7





 


 
 

ARTICLE 4
  Trust Securities    
    


        Section 4.01 Initial Ownership. Upon the creation of the Trust, the Trust Beneficial Owner shall be the
sole beneficial owner of such Trust. 


        Section 4.02
Notes. 


        The
Notes will be issued pursuant to and be governed by the Indenture. 


        Section 4.03
Registration of Transfer of Trust Beneficial Interest. 



        (a)   The
Delaware Trustee or its agent (in this capacity, the "Registrar") shall maintain a register or registers for the
Trust for the purpose of registering the transfer of the Trust Beneficial Interest (a "Securities Register"). 


        (b)   The
Registrar shall not be required to register the transfer of the Trust Beneficial Interest in any manner inconsistent with the terms of this Agreement or the
Indenture. 


        Section 4.04
Persons Deemed Holders of Trust Securities. The Delaware Trustee, Administrator and the Registrar shall treat the
Person in whose name any Trust Beneficial Interest is registered as the owner of such Trust Beneficial Interest for all purposes whatsoever, and none of the Delaware Trustee, Administrator and the
Registrar shall be bound by any notice to the contrary. The Delaware Trustee and the Administrator shall treat the Person determined in accordance with Section 2.12 of the Indenture as the
owner of the applicable Note(s) for all purposes whatsoever, and neither the Delaware Trustee nor the Administrator shall be bound by any notice to the contrary. 


        Section 4.05
Maintenance of Office. Subject to the provisions of the Indenture, the Delaware Trustee shall maintain an office or
offices where notices and demands to or upon the Delaware Trustee in respect of the Trust Securities may be served. The Delaware Trustee initially designates its Corporate Trust Office as the office
for such purposes. The Delaware Trustee shall give prompt written notice to the Trust Beneficial Owner and the Indenture Trustee of any change in the location of the register or any office or agency. 


        Section 4.06
Ownership of the Trust Beneficial Interest. On the Issuance Date of the Trust, the Trust Beneficial Owner shall
acquire and retain beneficial and record ownership of the Trust Beneficial Interest. To the fullest extent permitted by law, any attempted transfer of the Trust Beneficial Interest shall be void. 


 
 

ARTICLE 5
  Representations and Warranties    
    


        Section 5.01 Delaware Trustee. The Delaware Trustee represents and warrants for the benefit of the
Securityholders as follows: 


        (a)   it
is a banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and it is a "bank" within the meaning of
Section 581 of the Code; 


        (b)   it
is a "United States person" within the meaning of Section 7701(a)(30) of the Code; 


        (c)   it
has full corporate or other power, authority and legal right to execute, deliver and perform its obligations under this Agreement and has taken all necessary action
to authorize the execution, delivery and performance by it of this Agreement; 


        (d)   this
Agreement has been duly authorized, executed and delivered by it and constitutes the valid and legally binding agreement of it enforceable against it in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general
principles of equity; 


8





 



        (e)   neither
the execution or delivery by it of this Agreement, nor the performance by it of its obligations hereunder or thereunder, will
(i) violate its organizational documents, (ii) violate any provision of, or constitute, with or without
notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties or assets held in the Trust pursuant to the provisions of, any indenture, mortgage,
credit agreement, license or other agreement or instrument to which it is a party or by which it is bound, or (iii) violate any law, governmental rule
or regulation of the State of Delaware or the United States governing the banking, trust or general powers of it or any order, judgment or decree applicable to it; 


        (f)    the
authorization, execution or delivery by it of this Agreement and the consummation of any of the transactions by it contemplated hereby or thereby do not require the
consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency (other than the filing of the Certificate
of Trust with the Secretary of State); and 


        (g)   there
are no proceedings pending or, to the best of its knowledge, threatened against or affecting it in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of it to enter into or perform
its obligations under this Agreement. 


        Section 5.02
Trust Beneficial Owner. The Trust Beneficial Owner hereby represents and warrants that, to the fullest extent
permitted by law, it has irrevocably waived any right or interest it may have under this Agreement, by operation of law or equity, to direct or otherwise require the Delaware Trustee to initiate or
consent to any bankruptcy, insolvency or receivership proceedings, it being expressly understood that any such action by the Delaware Trustee shall be undertaken or refrained from, to the fullest
extent permitted by law, in the Delaware Trustee's sole and absolute discretion, without regard to any rights or interests of the Trust Beneficial Owner. 


9






  



 
 

ARTICLE 6
  Delaware Trustee    
    


        Section 6.01 General Authority. 


        (a)   The
Delaware Trustee shall conduct the affairs of the Trust in accordance with the terms of this Agreement. In addition to any other duties under this Agreement, the
Delaware Trustee shall be the trustee of the Trust for the purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act. Subject to the limitations set forth in  Section 6.01(b)
 hereof, the Delaware Trustee shall have the power and authority to act on behalf of the Trust, with respect to the following
matters: 



        (i)    to
execute and deliver the Notes and Trust Beneficial Interest in accordance with this Agreement and the Indenture; 


        (ii)   to
cause the Trust to perform this Agreement and to enter into, and to execute, deliver and perform on behalf of itself, the Omnibus Instrument, the Indenture, the
relevant Program Distribution Agreement, the Trust Securities, the License Agreement, the Expense and Indemnity Agreement, the Administrative Services Agreement, the Funding Agreements and such other
certificates, other documents or agreements as may be necessary, contemplated by or desirable in connection with the purposes and function of the Trust or any of the above-referenced agreements; 



        (iii)  subject
to the Indenture, to purchase, receive and maintain custody of the Funding Agreements and to exercise all of the rights, powers and privileges of an owner or
policyholder of the Funding Agreements; 


        (iv)  to
grant to the Indenture Trustee a first priority perfected security interest in the Collateral for the Series of Notes and to collaterally assign the rights, title
and interest of the Trust in such Collateral to the Indenture Trustee for the benefit of the Holders of such Series of Notes and to seek release of such security interest upon payment in full of all
amounts required to be paid with respect to the Series of Notes pursuant to the terms and conditions of the Series of Notes or the Indenture; 


        (v)   to
establish the Payment Account; 


        (vi)  to
cause any transfer of the Trust Beneficial Interest to be registered in accordance with this Agreement; 


        (vii) to
send notices regarding the Trust Securities and the Funding Agreements to Protective Life, the Indenture Trustee, the Ratings Agencies, the Trust Beneficial Owner
and the applicable agents and dealers appointed under the applicable Program Distribution Agreements in accordance with the Funding Agreements and this Agreement; 



        (viii) to
take all actions necessary or appropriate to enable the Trust to comply with Section 2.12 hereof regarding income tax treatment, tax returns and information
reporting; 


        (ix)  after
the occurrence of a Funding Agreement Event of Default actually known to a Responsible Officer of the Delaware Trustee, subject to the Indenture, to take any
action as it may from time to time determine (based solely upon the advice of counsel) is necessary or advisable to give effect to the terms of this Agreement and to protect and conserve the
Collateral for the benefit of each Securityholder (without consideration of the effect of any such action on any particular Securityholder) and, within five Business Days after the occurrence of a
Funding Agreement Event of Default actually known to a Responsible Officer of the Delaware Trustee, to give notice thereof to the Trust Beneficial Owner and the Indenture Trustee; 


        (x)   to
the extent permitted by this Agreement, to participate in the winding up of the affairs of and liquidation of the Trust and assist with the preparation, execution and
filing of a certificate of cancellation with the Secretary of State; 



10





 




        (xi)  subject
to the Indenture, to take any action and to execute any documents on behalf of the Trust, incidental to the foregoing as the Delaware Trustee may from time to
time determine (based on the advice of counsel) is necessary or advisable to give effect to the terms of this Agreement for the benefit of each Securityholder (without consideration of the effect of
any such action on any particular Securityholder); 


        (xii) to
execute and file documents with the Secretary of State; and 


        (xiii) to
accept service of process on behalf of the Trust in the State of Delaware. 




        It
is expressly understood and agreed that the Delaware Trustee shall be entitled to engage outside counsel, independent accountants and other experts appointed with due care to assist
the Delaware Trustee in connection with the performance of its duties and powers set forth in this Section 6.01(a), including, without
limitation, the preparation of all tax reports and returns, securities law filings, certificates, reports, opinions, notices or any other documents. The Delaware Trustee shall be entitled to rely
conclusively on the advice of such counsel, accountants and other experts in the performance of all its duties hereunder and shall have no liability for any documents prepared by such counsel,
accountants or experts or any action or inaction taken pursuant to the advice of such counsel, accountants or experts. Any expenses of such counsel, accountants and experts shall be paid by Protective
Life in accordance with the Expense and Indemnity Agreement to the extent provided therein. 


        (b)   So
long as this Agreement remains in effect, the Trust (and the Delaware Trustee and the Administrator acting on behalf of the Trust) shall not undertake any business,
activity or transaction except as expressly provided for or contemplated by this Agreement, or the Indenture. In particular, the Trust shall not, except as otherwise contemplated by the Indenture: 



        (i)    sell,
transfer, exchange, assign, lease, convey or otherwise dispose of any assets held in the Trust (as of the date of this Agreement or thereafter acquired),
including, without limitation, any portion of the relevant Collateral, except as expressly permitted under the Indenture; 


        (ii)   engage
in any business or activity other than in connection with, or relating to, the performance of this Agreement and the execution, delivery and performance of any
documents, including the Program Documents (other than this Agreement as set forth above), relating to any Notes issued under the Indenture and the transactions contemplated thereby, and the issuance
of the Notes pursuant to the Indenture; 


        (iii)  incur
or otherwise become liable, directly or indirectly, for any Indebtedness or Contingent Obligation except for the Notes issued pursuant to the Indenture and the
transactions contemplated under the Indenture; 


        (iv)  (a) permit the validity or effectiveness of the Indenture or any grant of security interest in or assignment for
collateral purposes of the relevant Collateral to be impaired, or permit a Lien created under the Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenants or obligations under any document or agreement assigned to the Indenture Trustee, except as may be expressly permitted under the Indenture,
(b) create, incur, assume or permit any Lien or other encumbrance (other than a Lien created under the Indenture) on any of its properties or assets
owned or thereafter acquired, or any interest therein or
the proceeds thereof, or (c) permit a Lien created under the Indenture not to constitute a valid first priority perfected security interest in the
relevant Collateral; 


        (v)   amend,
modify or fail to comply with any material provision of this Agreement, except for any amendment or modification of this Agreement expressly permitted thereunder; 



11





 




        (vi)  own
any subsidiary or lend or advance any funds to, or make any investment in, any Person, except for an investment in Funding Agreements or the investment of any funds
held by the Indenture Trustee, Paying Agent, Delaware Trustee or Administrator as provided in the Indenture or this Agreement; 


        (vii) directly
or indirectly declare or make any distribution or other payment to, or redeem or otherwise acquire or retire for value the interests of, the Trust Beneficial
Owner if any amount under the Notes is due and unpaid, or directly or indirectly redeem or otherwise acquire or retire for value any Indebtedness or Contingent Obligation other than the Notes if the
Notes remain outstanding; 


        (viii) exercise
any rights with respect to the relevant Collateral except at the written direction of, or with the prior written approval of, the Indenture Trustee; 


        (ix)  cause
or, to the fullest extent permitted by law, permit the sale or other transfer of all or a portion of the Trust Beneficial Interest, or cause or, to the fullest
extent permitted by law, permit the creation, incurrence, assumption or existence of any Lien on, all or a portion of any relevant Trust Beneficial Interest; 



        (x)   become
an "investment company" or come under the "control" of an "investment company," as such terms are defined in the Investment Company Act; 


        (xi)  enter
into any transaction of merger or consolidation or liquidate or dissolve itself (or, to the fullest extent permitted by law, suffer any liquidation or
dissolution), or acquire by purchase or otherwise all or substantially all the business or assets of, or any stock or other evidence of beneficial ownership of, any Person; 



        (xii) have
any subsidiaries, employees or agents other than the Delaware Trustee, the Administrator and other persons necessary to conduct its business and enter into
transactions contemplated under the Program Documents; 


        (xiii) have
an interest in any bank account other than (a) those accounts required under the Program Documents, and
(b) those accounts expressly permitted by the Indenture Trustee; provided that any interest therein shall be charged or otherwise secured in favor of
the Indenture Trustee; 


        (xiv) permit
any Affiliate, employee or officer of Protective Life or any agent of Protective Life or dealer to be a trustee of the Trust; 


        (xv) issue
any Notes under the Indenture unless (a) the Trust has purchased or will simultaneously purchase one or more
Funding Agreements from Protective Life to secure such Notes, (b) Protective Life has affirmed in writing to the Trust that it has made or
simultaneously will make changes to its books and records to reflect the granting of a security interest in, and the making of an assignment for collateral purposes of, the Funding Agreements by the
Trust, to the Indenture Trustee and (c) the Trust has taken such other steps as may be necessary to cause the grant of security interest in, and
assignment for collateral purposes of, the Collateral to the Indenture Trustee to be perfected for purposes of the UCC or effective against the Trust's creditors and subsequent purchasers of the
Collateral pursuant to insurance or other applicable law; 


        (xvi) commingle
the assets held in the Trust with assets of any of its Affiliates, or guarantee any obligation of any of its Affiliates; or 



        (xvii) maintain
any joint account with any Person or become a party, whether as co-obligor or otherwise, to any agreement to which any Person is a party (other
than in respect of the Program 



12





 




Documents),
or become liable as a guarantor or otherwise with respect to any Indebtedness or contractual obligation of any Person. 




        (c)   The
Trust, Delaware Trustee and Administrator acting on behalf of the Trust shall not, notwithstanding any other provision of this Agreement, take any action that would
cause the Trust not to be treated as a grantor trust for U.S. federal income tax purposes. 


        (d)   The
Delaware Trustee shall, based on the advice of counsel, defend against all claims and demands of all Persons at any time claiming any Lien on any of the assets of
the Trust adverse to the interest of the Trust or any Securityholder, other than the security interests in the Collateral granted in favor of the Indenture Trustee for the benefit of each Holder of
the Series of Notes pursuant to the Indenture. 


        (e)   If
and for so long as the Funding Agreements are held by the Delaware Trustee for the benefit of the Trust, the Delaware Trustee shall not
(i) waive any default under the relevant Funding Agreements or (ii) consent to any amendment,
modification or termination of the relevant Funding Agreements, without, in each case, obtaining the prior approval of the Indenture Trustee in accordance with the Indenture and an opinion of counsel
experienced in such matters to the effect that any such action shall not cause the Trust not to be treated as a grantor trust for U.S. federal income tax purposes. The Delaware Trustee, upon a
Responsible Officer obtaining actual knowledge of the occurrence of a Funding Agreement Event of Default, will notify the Indenture Trustee of any such Funding Agreement Event of Default. 


        (f)    The
Delaware Trustee is authorized and directed to conduct the affairs of the Trust and to operate the Trust (i) so that
the Trust will not become required to register as an "investment company" under the Investment Company Act, and (ii) so that the Trust will not fail to
be treated as a grantor trust for U.S. federal income tax purposes. In connection with the preceding sentence, the Delaware Trustee shall have no duty to determine whether any action it takes complies
with the preceding sentence and shall be entitled to rely conclusively on an opinion of counsel with respect to any such matters. 


        Section 6.02
General Duties. It shall be the duty of the Delaware Trustee to discharge, or cause to be discharged, all of its
responsibilities pursuant to the terms of this Agreement, or any other documents or instruments to which it is a party, and to administer the Trust, in accordance with the provisions of this Agreement
and the other Program Documents and any other documents or instruments to which the Trust is a party. Notwithstanding the foregoing, the Delaware Trustee shall be deemed to have discharged its duties
and responsibilities under this Agreement and any other documents or instruments to which it is a party to the extent (a) such duties and
responsibilities shall have been performed by the Administrator and (b) the Administrator is required or permitted hereunder, under the Administrative
Services Agreement or under any other documents or instruments to which the Trust is a party to perform such act or discharge such duty of the Delaware Trustee or the Trust;  provided, however, that the
Delaware Trustee shall not be held liable for the default or failure of the Administrator to carry out its required
obligations hereunder or thereunder. 


        Section 6.03
Specific Duties. 


        (a)   The
Delaware Trustee will manage the business and affairs of the Trust in accordance with the terms of the Delaware Statutory Trust Act;  provided, however,
that the Delaware Trustee undertakes to perform only such duties as are specifically
set forth in this Agreement and as it may be directed from time to time by the Trust Beneficial Owner and the Indenture Trustee in accordance with the terms of this Agreement and the Indenture. 


        (b)   The
Delaware Trustee agrees that it will not manage, control, use, sell, dispose of or otherwise deal with the Collateral except as expressly required or permitted by
the terms of this Agreement and the Indenture. 


13





 

        Section 6.04
Acceptance of Trust and Duties; Limitation on Liability. The Delaware Trustee accepts the trust hereby created and
agrees to perform its duties hereunder with respect to the same, but only upon the terms of this Agreement. No implied covenants or obligations shall be read into this Agreement. The Delaware Trustee
shall not be liable hereunder under any circumstances or for any action or failure to act, except for (i) its own willful misconduct, bad faith or gross
negligence, (ii) its failure to use ordinary care to disburse funds, or (iii) the inaccuracy of any
representation or warranty contained herein expressly made by it. In particular (but without limitation), subject to the exceptions set forth in the preceding sentence: 


        (a)   the
Delaware Trustee shall not be liable for any error of judgment made in good faith by any of its responsible officers, unless such error of judgment constitutes gross
negligence; 


        (b)   the
Delaware Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written instructions of the
Trust Beneficial Owner or the Indenture Trustee or pursuant to the advice of counsel, accountants or other experts selected by it in good faith, so long as such action or omission is consistent with
the terms of this Agreement and the Indenture; 


        (c)   no
provision of this Agreement shall require the Delaware Trustee to expend or risk personal funds or otherwise incur any financial liability in the performance of any
of its rights or powers hereunder if the Delaware Trustee has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured or provided to it; 


        (d)   under
no circumstances shall the Delaware Trustee be liable for indebtedness or other obligations evidenced by or arising under this Agreement, the Funding Agreements or
any related document, including the principal of and interest on the Notes and payments on the Trust Beneficial Interests; 


        (e)   the
Delaware Trustee shall not be responsible for, or in respect of, the validity or sufficiency of this Agreement or any related document or for the due execution
hereof or thereof by any party (except by the Delaware Trustee itself) or for the form, character, genuineness, sufficiency, value or validity of any of the Collateral, other than, in the case of the
Delaware Trustee, the execution of any certificate; 


        (f)    the
Delaware Trustee shall not be liable for any action, inaction, default or misconduct of the Administrator, the Indenture Trustee or any Paying Agent under the
Indenture, the Notes or any related documents or otherwise, and the Delaware Trustee shall not have any obligation or liability to perform the obligations of the Trust under this Agreement or any
related document or under any federal, state, foreign or local tax or securities law, in each case, that are required to be performed by other Persons, including the Administrator hereunder or under
the Administrative Services Agreement or the Indenture Trustee under the Indenture; 



        (g)   the
Delaware Trustee shall not be liable for any action, inaction, default or misconduct of Protective Life, and the Delaware Trustee shall not have any obligation or
liability to perform the obligations of Protective Life under the Funding Agreements or any related documents; 


        (h)   the
Delaware Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any
litigation under this Agreement or otherwise or in relation to this Agreement or any related document, at the request, order or direction of any Person unless such Person has offered to the Delaware
Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Delaware Trustee. The right of the Delaware Trustee to perform any
discretionary act enumerated in this Agreement or in any related document shall not be construed as a duty, and the Delaware Trustee shall not be answerable for other than its gross negligence or
willful misconduct in the performance of any such act; 


14





 



        (i)    except
as expressly provided herein, in accepting the trusts hereby created the Delaware Trustee acts solely as trustee hereunder and not in its individual capacity, and
all persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this Agreement shall look only to the Trust's property for payment or satisfaction thereof; 


        (j)    the
Delaware Trustee shall not have any responsibility or liability for or with respect to the genuineness, value, sufficiency or validity of any Collateral, and the
Delaware Trustee shall in no event assume or incur any liability, duty or obligation to the Trust Beneficial Owner or any other Person other than as expressly provided for herein; 


        (k)   the
Delaware Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note or other paper or document; 


        (l)    every
provision of this Agreement relating to the Delaware Trustee shall be subject to the provisions of this  Article 6; 


        (m)  except
in accordance with the written instructions furnished by the Trust Beneficial Owner or as provided herein, the Delaware Trustee shall have no duty
(i) to see to any recording or filing of any document, (ii) to confirm or verify any financial
statements of the Trust Beneficial Owner or the Indenture Trustee, (iii) to inspect the Trust Beneficial Owner's or the Indenture Trustee's books and
records at any time or (iv) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any
kind owing with respect to, assessed or levied against any part of the Trust, except to the extent the Delaware Trustee has received funds, on behalf of the Trust, pursuant to the Expense and
Indemnity Agreement from Protective Life in satisfaction of any such tax, assessment or other governmental charge or any lien or encumbrance of any kind and in accordance with payment or transfer
instructions provided by Protective Life; 


        (n)   the
Delaware Trustee shall have no duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Trust or to otherwise take or refrain from
taking any action under this Agreement, except as expressly required by the terms hereof, or as expressly provided in written instructions from the Trust Beneficial Owner, and in no event shall the
Delaware Trustee have any implied duties or obligations under this Agreement; the Delaware Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be
necessary to discharge any liens on any part of the property of the Trust which result from claims against the Delaware Trustee personally that are not related to the ownership or the administration
of the property of the Trust or the transactions contemplated by the Program Documents; 


        (o)   the
Delaware Trustee shall not be required to take any action under this Agreement unless the Delaware Trustee shall have been indemnified by Protective Life, in manner
and form satisfactory to the Delaware Trustee, against any liability, cost or expenses (including counsel fees and disbursements) which may be incurred in connection therewith, and, if the Trust
Beneficial Owner shall have directed the Delaware Trustee to take any such action or refrain from taking any action, the Trust Beneficial Owner agrees to furnish such indemnity from Protective Life as
shall be required and, in addition, to cause Protective Life to pay the reasonable compensation of the Delaware Trustee for the services performed or to be performed by it pursuant to such direction;  provided, that the Delaware Trustee may not be indemnified by Protective Life, the Trust Beneficial Owner or any other Person for the Delaware Trustee's
willful misconduct or gross negligence, its failure to use ordinary care to disburse funds or the inaccuracy of its own representations or warranties, made in its individual capacity, contained
herein; provided, further, that any indemnity or payment of compensation shall be made pursuant to the Expense and Indemnity Agreement and shall be
limited to the extent indicated therein; 


15





 



        (p)   the
Delaware Trustee shall not be required to take any action under this Agreement if the Delaware Trustee shall reasonably determine or shall have been advised by
counsel that such action is contrary to the terms of this Agreement or is otherwise contrary to law; 


        (q)   the
Delaware Trustee may fully rely upon and shall have no liability in connection with calculations or instructions forwarded to the Delaware Trustee by the Trust
Beneficial Owner or the Indenture Trustee, nor shall the Delaware Trustee have any obligation to furnish information to any Trust Beneficial Owner or other Person if it has not received such
information as it may need from the Trust Beneficial Owner, or the Indenture Trustee or any other Person; 


        (r)   the
Delaware Trustee shall not be liable with respect to any act or omission in good faith in accordance with the advice or direction of the Trust Beneficial Owner or
Indenture Trustee. Whenever the Delaware Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement, or is unsure as to the application,
intent, interpretation or meaning of any provision hereof, the Delaware Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Trust Beneficial Owner requesting
instructions as to the course of action to be adopted, and, to the extent the Delaware Trustee acts in good faith in accordance with any such instruction received, the Delaware Trustee shall not be
liable on account of such action to any Person. If the Delaware Trustee shall not have received appropriate instructions within ten days of such notice (or within such shorter period of time as
reasonably may be specified in such notice or may be necessary under the circumstances), it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its
view, with this Agreement and as it shall deem to be in the best interest of the Trust Beneficial Owner, and the Delaware Trustee shall have no liability to any Person for such action or inaction; 



        (s)   in
no event whatsoever shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement, indebtedness or other obligation of the
Trust; 


        (t)    the
Delaware Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or by any force majeure event,
including but not limited to natural disaster, war or other circumstances beyond its control, the Delaware Trustee shall be prevented or forbidden from doing or performing any act or thing which the
terms of this Agreement provide shall or may be done or performed; and 



        (u)   notwithstanding
anything contained herein to the contrary, the Delaware Trustee shall not be required to execute, deliver or certify on behalf of the Trust any filings,
certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002. 


        Section 6.05
Reliance; Advice of Counsel. 


        (a)   The
Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper reasonably believed by it in good faith to be genuine and signed by the proper party or parties. The Delaware Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer or any assistant treasurer or the secretary or any assistant secretary of the relevant party, as to such fact or matter, and such certificate shall
constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. 


        (b)   In
the exercise or administration of the Trust, the Delaware Trustee (i) may act directly or, at the expense of the
Trust, through agents or attorneys pursuant to agreements entered into with any of them, and the Delaware Trustee shall not be liable for the action, inaction, default or misconduct of 


16





 



such
agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee in good faith and with reasonable care, and (ii)
may consult with counsel, accountants and other skilled persons to be selected in good faith and with reasonable care and employed by it, and it shall not be liable for anything done, suffered or
omitted to be done in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other skilled persons. 


        Section 6.06
Delegation of Authorities and Duties. The Delaware Trustee delegates to the Administrator all duties required to be
performed by the Administrator pursuant to the terms of this Agreement and the Administrative Services Agreement. The Delaware Trustee delegates to the Indenture Trustee all duties required to be
performed by the Indenture Trustee pursuant to the terms of this Agreement and the Indenture. The Delaware Trustee undertakes no responsibility for the performance, or non-performance, of
any duties delegated to the Indenture Trustee or the Administrator hereunder or thereunder. 


 
 

ARTICLE 7
  Dissolution, Liquidation and Termination    
    


        Section 7.01 Dissolution Upon the Expiration Date. Unless earlier dissolved, the Trust shall automatically
dissolve on the Trust Expiration Date. 


        Section 7.02
Termination of Agreement. This Agreement and the Trust created and continued hereby shall terminate in accordance with
Section 3808 of the Delaware Statutory Trust Act upon the latest to occur of the following: (a) a distribution by the Delaware Trustee to
Securityholders upon the liquidation of the Trust pursuant to Section 7.03 of all amounts required to be distributed hereunder
upon the final payment of the Trust Securities; (b) the payment of, or reasonable provision for payment of, all expenses and other liabilities owed by
the Trust; and (c) the discharge of all administrative duties of the Delaware Trustee and Administrator including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders. 


        Upon
the last event to occur as described above, the Delaware Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of
State. Upon the filing of such certificate of cancellation, this Agreement shall be of no function, form or effect and the Trust shall terminate. 


        Section 7.03
Liquidation. Upon the Trust Expiration Date, the remaining Collateral and any other assets held in the Trust shall be
liquidated, and the Trust shall be wound-up by the Delaware Trustee in accordance with Section 3808(d) and (e) of the Delaware Statutory Trust Act. In such event,
(i) the Trust shall first pay all amounts due and unpaid on the Notes, if any, in accordance with the Indenture,
(ii) the Trust shall then pay any other claims, including expenses relating to such liquidation to the extent not paid, or reasonably provided for,
pursuant to the Expense and Indemnity Agreement, and (iii) the Trust shall then pay to the Trust Beneficial Owner all of the amounts that would be
payable under clause first of Section 5.02 of the Indenture to the Trust Beneficial Owner if the Trust Beneficial Owner held a Note with an original principal amount of $15. Any remaining
monies and other property shall be paid ratably in proportion to their original principal amounts to the Holders last noted in the Register as the Holders of the Notes and the Trust Beneficial Owner
(as if the Trust Beneficial Owner held a Note with an original principal amount of $15 and as if each such Holder continued to hold its Notes after all amounts due on such Notes under the Indenture
have been paid). 


17






  



 
 

ARTICLE 8
  Successor and Additional Delaware Trustees    
    


        Section 8.01 Eligibility Requirements for the Delaware Trustee. The Delaware Trustee shall at all times
(a) be a Person satisfying the provisions of Section 3807(a) of the Delaware Statutory Trust Act,
(b) be authorized to exercise corporate trust powers, (c) have a combined capital and surplus of at
least $50,000,000 and be subject to supervision or examination by Federal or State authorities, (d) have (or have a parent which has) a rating of at
least Baa3 by Moody's or BBB- by Standard & Poor's, (e) be a "bank" within the meaning of Section 581 of the Code and
(f) be a "United States person" within the meaning of Section 7701(a)(30) of the Code. In addition, the Delaware Trustee shall be an entity with
its Corporate Trust Office in the State of Delaware. If the Delaware Trustee shall publish reports of condition at least annually, pursuant to applicable law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section 8.01, the combined capital and surplus of the Delaware Trustee shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Delaware Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.01, the Delaware Trustee shall resign immediately in the manner and with the effect specified in  Section 8.02.



        Section 8.02
Resignation or Removal of the Delaware Trustee. The Delaware Trustee may at any time resign and be discharged from its
duties hereunder and the Trust hereby created by giving written notice thereof to the Trust Beneficial Owner and Indenture Trustee at least 90 days before the date specified in such instrument.
Upon receiving such notice of resignation, the Trust Beneficial Owner shall promptly appoint a successor Delaware Trustee meeting the qualifications set forth in  Section 8.01 by written instrument,
in duplicate, one copy of which instrument shall be delivered to each of the resigning Delaware Trustee, the
successor Delaware Trustee, any remaining Delaware Trustees, the Administrator, the Indenture Trustee and Protective Life. If no successor Delaware Trustee shall have been so appointed and have
accepted appointment within 90 days after the giving of such notice of resignation, the resigning Delaware Trustee may petition any court of competent jurisdiction for the appointment of a
successor Delaware Trustee. 


        If
at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 8.01 and shall fail to
resign after written request therefor by the Trust Beneficial Owner and Indenture Trustee, or if at any time the Delaware Trustee shall be legally unable to act or shall be adjudged bankrupt or
insolvent, or a receiver of the Delaware Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Delaware Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Trust Beneficial Owner and Indenture Trustee may remove such Delaware Trustee. If the Trust Beneficial Owner and Indenture Trustee
shall remove the Delaware Trustee under the authority of the immediately preceding
sentence, the Trust Beneficial Owner shall promptly appoint a successor Delaware Trustee meeting the qualification requirements of Section 8.01
by (i) the execution of a written instrument, one copy of which instrument shall be delivered to each of the outgoing Delaware Trustee so removed, the
successor Delaware Trustee, the Administrator, the Indenture Trustee and Protective Life and (ii) the payment of all fees and expenses owed to the
outgoing Delaware Trustee. 


        Any
resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee pursuant to any of the provisions of this  Section 8.02 shall not become effective until all fees and
expenses, including any indemnity payments, due to the outgoing Delaware Trustee have
been paid and until acceptance of appointment by the successor Delaware Trustee pursuant to Section 8.03. 


        Section 8.03
Successor Delaware Trustee. Any successor Delaware Trustee appointed pursuant to  Section 8.02 shall execute, acknowledge and deliver to the Trust
Beneficial Owner, the Administrator, the Indenture Trustee and the predecessor
Delaware Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Delaware Trustee 


18





 



shall
become effective and such successor Delaware Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its
predecessor under this Agreement, with like effect as if originally named as Delaware Trustee. The predecessor Delaware Trustee shall deliver to the successor Delaware Trustee all documents and
statements and monies held by it under this Agreement; and the predecessor Delaware Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Delaware Trustee all such rights, powers, duties and obligations. 



        Any
successor Delaware Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of
business of such successor Delaware Trustee in the State of Delaware. 


        No
successor Delaware Trustee shall accept appointment as provided in this Section 8.03 unless at the time of such acceptance such
successor Delaware Trustee shall be eligible pursuant to Section 8.01. 


        Section 8.04
Merger or Consolidation of Delaware Trustee. Any Person into which the Delaware Trustee may be merged or converted or
with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Delaware Trustee, shall, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding, be the successor of the Delaware Trustee hereunder; provided, such Person shall be eligible pursuant to  Section 8.01.



        Section 8.05
Appointment of Co-Delaware Trustee or Separate Delaware Trustee. 



        (a)   Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of any
Collateral may at the time be located, the Delaware Trustee shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Delaware Trustee to act as
co-trustee, jointly with it, or as separate trustee or separate trustees, of all or any part of any Collateral, and subject to  Section 2.09 of this Agreement to vest in such Person, in such
capacity, such title to any Collateral, or any part thereof, and, subject to the
other provisions of this Section, such powers, duties, obligations, rights and trusts as the Delaware Trustee may consider necessary or desirable. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 8.03 and no notice of the
appointment of any co-trustee or separate trustee shall be required; provided, however, that any co-trustee or separate trustee
must be a "United States person" within the meaning of Section 7701(a)(30) of the Code and a "bank" within the meaning of Section 581 of the Code. 


        (b)   Each
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: 



        (i)    all
rights, powers, duties, and obligations conferred or imposed upon the Delaware Trustee shall be conferred upon and exercised or performed by the Delaware Trustee and
such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Delaware Trustee
joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Delaware Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at the discretion of the trustee; 



        (ii)   the
Administrator and the Delaware Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee; and 



19





 




        (iii)  no
trustee shall be personally liable by reason of the act or omission of any other trustee hereunder. 




        (c)   Any
notice, request or other writing given to the Delaware Trustee shall be deemed to have been given to each of the then separate trustee and co-trustee, as
effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this  Section 8.05 and the conditions of this Article 8. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instruments of appointment, either jointly with the Delaware Trustee
or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Delaware Trustee. Each such instrument shall be filed with the Delaware Trustee and a copy thereof given to the Administrator. 


        (d)   Any
separate trustee or co-trustee may at any time appoint the Delaware Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Delaware Trustee, to the extent permitted by law,
without the appointment of a new or successor Delaware Trustee. 


        Section 8.06  Delaware Trustee May Own Notes. Except to the extent prohibited under the terms of the Series of Notes, the Delaware
Trustee, in its individual or any other capacity, may become the beneficial owner or pledgee of Notes, to the extent that such ownership does not inhibit the Trust from relying on
Rule 3a-7 promulgated under the Investment Company Act, with the same rights as it would have if it were not the Delaware Trustee;  provided, that any Notes so owned or pledged shall not be entitled
to participate in any decisions made or instructions given to the Delaware Trustee or
the Indenture Trustee by the Holders as a group. The Delaware Trustee may deal with the Trust and the Trust Beneficial Owner in banking and trustee transactions with the same rights as it would have
if it were not the Delaware Trustee. 


 
 

ARTICLE 9
  Voting; Acts of Securityholders; Meetings    
    


        Section 9.01 Limitations on Voting Rights. Except as provided in this Agreement or in the Indenture or as
otherwise required by law, no Holder of Trust Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of
the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities, be construed so as to constitute the Securityholders from time to time as partners or
members of an association. 


        Section 9.02
Meetings of the Trust Beneficial Owner. No annual or other meeting of the Trust Beneficial Owner is required to be
held. 


 
 

ARTICLE 10
  Miscellaneous Provisions    
    


        Section 10.01 Limitation on Rights of Securityholders. 



        (a)   The
death, bankruptcy, termination, dissolution or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust shall not
operate to terminate this Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle the legal successors, representatives or heirs of such Person or any Securityholder for such Person,
to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them. 


20





 



        (b)   Except
as provided in the Indenture, no Securityholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in
equity or at law with respect to this Agreement, unless (i) the Securityholders shall have made written request upon the Delaware Trustee to institute
such suit, action or proceeding in the name of the Trust and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they may require against the costs, expenses and
liabilities to be incurred thereby and (ii) the Delaware Trustee, for 30 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such suit, action or proceeding. It is expressly understood and covenanted by each Securityholder with every other Securityholder, the Trust and the
Delaware Trustee, that no one or more Securityholder shall have any right in any manner whatever by availing itself or themselves of any provision of this Agreement to affect, disturb or prejudice the
rights of any other Securityholder, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this Agreement, except in the manner
herein provided. 


        Section 10.02
Amendment. 


        (a)   At
any time before the issuance of any Notes, this Trust Agreement may be amended by, and only by, a written instrument executed by Delaware Trustee and the Trust
Beneficial Owner. 


        (b)   At
any time after the issuance of any Notes, this Agreement may be amended from time to time by the Delaware Trustee and the Trust Beneficial Owner, by, and only by, a
written instrument executed by the Delaware Trustee and the Trust Beneficial Owner, in any way that is not inconsistent with the intent of this Agreement, including, without limitation,
(i) to cure any ambiguity, (ii) to correct, supplement or modify any provision in this Agreement that is
inconsistent with another provision herein or, (iii) to modify, eliminate or add to any provisions of this Agreement to the extent necessary to ensure
that the Trust will be classified for U.S. federal income tax purposes as a grantor trust at all times or to ensure that the Trust will not be required to register as an investment company under the
Investment Company Act and no such amendment shall require the consent of any other Securityholder, except to the extent specified in Sections 10.02(c)
and 10.02(d). 


        (c)   At
any time after the issuance of any Notes and for so long as any Notes remain outstanding, except as provided in  Section 10.02(d), any amendment to this Trust Agreement that would adversely affect,
in any material respect, the terms of any Notes, other then
any amendment of the type contemplated by clause (iii) of Section 10.02(b), shall require the prior consent of the Holders of a majority
of the outstanding principal amount of the Notes. 


        (d)   At
any time after the issuance of any Notes and for so long as any Notes remain outstanding, this Agreement may not be amended to
(i) change the amount or timing of any payment of any Notes or (ii) impair the right of any Holder to
institute suit for the enforcement of any right for principal and interest or other distribution without the consent of each affected Securityholder. 


        (e)   The
Delaware Trustee shall not be required to enter into any amendment to this Agreement which affects its own rights, duties or immunities under this Agreement. 


        (f)    Prior
to execution of any amendment to this Agreement, the Delaware Trustee shall be entitled to an opinion of counsel as to whether such amendment is permitted by the
terms of this Agreement and whether all conditions precedent to such amendment have been met. 



        (g)   Promptly
after the execution of any such amendment or consent, the Administrator shall furnish a copy of such amendment or consent (including those obtained or effected
hereby) to the Indenture Trustee, the Trust Beneficial Owner, the agents and dealers under the Program Distribution Agreements and the Rating Agencies; 


21





 



        (h)   Contemporaneously
with, or promptly after, the execution of any amendment hereto requiring amendment to the Certificate of Trust, the Delaware Trustee shall cause the
filing of such amendment to the Certificate of Trust with the Secretary of State of the State of Delaware. 


        (i)    Notwithstanding
any other provision of this Agreement, (i) no amendment to this Agreement may be made if such amendment
would cause the Trust not to be treated as a grantor trust for U.S. federal income tax purposes and (ii) no amendment to this Agreement may be made
without the prior consent of Protective Life. 


        Section 10.03  Notice. All demands, notices, instructions and other communications shall be in writing (including telecopied or
telegraphic communications) and shall be personally delivered, mailed or transmitted by telecopy or telegraph, respectively, addressed as set forth below: 



If
to Delaware Trustee: 


Wilmington
Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration

Facsimile: (302) 636-4140 


If
to the Administrator or Trust Beneficial Owner: 


AMACAR
Pacific Corp.

6525 Morrison Blvd., Suite 318

Charlotte, North Carolina 28211

Attention: Douglas K. Johnson 


with
a copy to: 


Tannenbaum
Helpern Syracuse & Hirschtritt LLP

900 3rd Avenue

New York, NY 10022

Attention: Stephen Rosenberg 


If
to the Indenture Trustee, at 


The
Bank of New York

100 Church Street

8th Floor

New York, New York 10286

Attention: Dealing and Trading 




or
at such other address as shall be designated by any such party in a written notice to the other parties. Notwithstanding the foregoing, any notice required or permitted to be mailed to the Trust
Beneficial Owner shall be given by first class mail, postage prepaid, at the address of the Trust Beneficial Owner as shown in the Securities Register, and any notices mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Trust Beneficial Owner received such notice. Any notice required or permitted to be mailed to
any Holder of a Note shall be given as specified in the Indenture. 


        Section 10.04  No Recourse. The Trust Beneficial Owner acknowledges that the Trust Beneficial Interest represents a beneficial
interest in the Trust only and does not represent an obligation of Protective Life, the Delaware Trustee, the Administrator, the Indenture Trustee or any Affiliate of any of the foregoing and no
recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement or the Indenture. 


22





 



        Section 10.05  No Petition. To the extent permitted by applicable law, each of the Delaware Trustee and the Trust Beneficial Owner
hereby covenants and agrees that it will not institute against, or join with any other Person in instituting against, the Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under the laws of any jurisdiction. This Section 10.05 shall survive termination of this Agreement. 


        Section 10.06
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware
without regard to the principles of conflicts of laws thereof and the obligations, rights and remedies of the parties under this Agreement shall be determined in accordance with such laws. 


        Section 10.07
Severability. If any provision in this Agreement shall be invalid, illegal or unenforceable, such provisions shall be
deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions of this Agreement. 


        Section 10.08
Trust Securities Nonassessable and Fully Paid. Securityholders shall not be personally liable for the obligations of
the Trust. The fractional undivided beneficial interest in the assets held in the Trust represented by the Trust Beneficial Interest shall be nonassessable for any losses or expenses related to the
Trust or for any reason whatsoever. The Notes, upon execution thereof by the Delaware Trustee pursuant to the Indenture and upon receipt of payment therefore, are and shall be deemed fully paid. 


        Section 10.09
Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and permitted assigns. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder. 


23







Section A-2. Standard Common Law Trust Terms  


       









Not applicable.  









 
 

EXHIBIT B    
    



      






 


STANDARD ADMINISTRATIVE SERVICES TERMS  


 with respect to  


 PROTECTIVE LIFE SECURED TRUSTS  


 Dated as of November 7, 2003  






  



 
 

TABLE OF CONTENTS    
    



	 
	 
	 	Page

	Section 1.	Definitions	 	1
	

Section 2.	

Administrative Services; Consultations with the Trust	
 	

2
	

Section 3.	

Activities of the Trust; Employees; Offices	
 	

4
	

Section 4.	

Compensation; Indemnities	
 	

4
	

Section 5.	

Term	
 	

4
	

Section 6.	

Obligation to Supply Information	
 	

5
	

Section 7.	

The Administrator's Liability, Standard of Care	
 	

5
	

Section 8.	

Limited Recourse to Trust	
 	

5
	

Section 9.	

No Recourse	
 	

5
	

Section 10.	

Reliance on Information Obtained from Third Parties	
 	

5
	

Section 11.	

Tax Returns	
 	

6
	

Section 12.	

Amendment	
 	

6
	

Section 13.	

No Joint Venture	
 	

6
	

Section 14.	

Assignment	
 	

6
	

Section 15.	

GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	
 	

6
	

Section 16.	

Treatment of Trust	
 	

7
	

Section 17.	

Limitation of Trustee Liability	
 	

7
	

Section 18.	

Section Headings	
 	

7
	

Section 19.	

Nonpetition Covenant	
 	

7
	

Section 20.	

Severability	
 	

7
	

Section 21.	

Entire Agreement	
 	

8
	

Section 22.	

Administrator to Provide Access to Books and Records	
 	

8
	

Section 23.	

No Waiver	
 	

8
	

Section 24.	

Remedies Cumulative	
 	

8
	

Section 25.	

Notices	
 	

8




i









        This document constitutes the Standard Administrative Services Terms, dated as of November 7, 2003, that may be incorporated by reference in one or more Administrative Services
Agreements (included in Section B of the Omnibus Instrument, as defined below) between the Trust and AMACAR Pacific Corporation, a Delaware
corporation (as "Administrator"). 



        These
Standard Administrative Services Terms shall be of no force and effect unless and until incorporated by reference in, and then only to the extent not modified by, an Administrative
Services Agreement. 


        The
following terms and provisions shall govern the administration of the activities of each Delaware statutory trust and Delaware common law trust created under the Program subject to
contrary terms and provisions expressly adopted in any Administrative Services Trust Agreement which contrary terms shall be controlling. 


 
 

W I T N E S S E T H    
    


        WHEREAS, Protective Life Insurance Company, a Tennessee stock life insurance company ("Protective Life") intends
to establish the Program pursuant to which up to U.S. $3,000,000,000 of funding agreement-backed notes will be issued by either (i) a newly established Delaware statutory trust (each a
"Statutory Trust") or a newly established Delaware Common Law Trust (each a "Common Law Trust"); 


        WHEREAS,
each trust formed under the Program will issue one series of notes (each a "Series of Notes") to the public pursuant to an
indenture to be entered into between the Trust (as defined below) and The Bank of New York, as indenture trustee (the "Indenture Trustee"); 


        WHEREAS,
each Statutory Trust will be organized under the laws of the State of Delaware, pursuant to a Statutory Trust Agreement (each Statutory Trust Agreement will incorporate the
Standard Statutory Trust Terms) to be entered into between Wilmington Trust Company, as Delaware trustee, and AMACAR Pacific Corp., as administrator and trust beneficial owner, (each a
"Statutory Trust Agreement"); 


        WHEREAS,
each Common Law Trust will be organized under the laws of the State of Delaware, pursuant to a Common Law Trust Agreement (each Common Law Trust Agreement will incorporate the
Standard Common Law Trust Terms) to be entered into between Wilmington Trust Company, as
trustee, and AMACAR Pacific Corp., as administrator and trust beneficial owner (each a "Common Law Trust Agreement"); 


        WHEREAS,
the proceeds from the sale by the Trust of its Series of Notes are to be used to purchase one or more Funding Agreements issued by Protective Life; 


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



        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. 


        NOW
THEREFORE, the parties hereto, intending to be legally bound and in consideration of the premises and the mutual covenants herein contained, agree as follows: 


        Section 1.
Definitions. 


        "Agreement" means that certain Administrative Services Agreement in substantially the same form included in  Section B of the Omnibus Instrument, as amended,
modified or supplemented from time to time, that incorporates by reference these Standard
Administrative Services Terms. 


        "Omnibus Instrument" means the omnibus instrument pursuant to which certain Program Documents are executed and the Trust is established. 





 



        "Pricing Supplement" means, the pricing supplement attached to the Omnibus Instrument as Exhibit G as prepared by the Trust, in
consultation with Protective Life, in connection with the issuance by the Trust of its Series of Notes and agreed to by Protective Life, the Trust and the relevant dealers or
agents under the relevant Program Distribution Agreement, as such Pricing Supplement may be amended, modified, supplemented or replaced from time to time. 



        "Trust" means the Protective Life Secured Trust specified in the Omnibus Instrument, together with its permitted successors and assigns. 


        "Trust Agreement" means the Statutory Trust Agreement or Common Law Trust Agreement, as applicable, pursuant to which the Trust is
created. 


        "Trustee" means Wilmington Trust Company, a Delaware banking corporation, and shall also include its permitted successors and assigns, or
any successor Trustee solely in its capacity as trustee of the Trust and not it its individual capacity. 



        All
capitalized terms used herein and not otherwise defined will have the meanings set forth in that certain Indenture, dated as of the date specified in the Omnibus Instrument, between
the Trust and The Bank of New York, as indenture trustee (the "Indenture"). 


        Section 2.
Administrative Services; Consultations with the Trust. 


        The
Trust hereby authorizes and empowers the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, the following services: 



        (a)   Subject
to the timely receipt of all necessary information, providing, or causing to be provided, all clerical, and bookkeeping services necessary and appropriate for
the Trust, including, without limitation, the following services as well as those other services specified in the following subsections: 



        (i)    maintenance
of all books and records of the Trust relating to the fees, costs and expenses of the Trust which books and records shall be maintained separately from those
of the Administrator; 


        (ii)   maintenance
of records of cash payments and disbursements (excluding principal and interest on the Funding Agreements) of the Trust in accordance with generally
accepted accounting principles, and preparation for audit of such periodic financial statements as may be necessary or appropriate; 


        (iii)  upon
request preparation for execution by the Trust, through a Responsible Officer, of amendments to and waivers under the Program Documents and any other documents or
instruments deliverable by the Trust thereunder or in connection therewith; 


        (iv)  holding,
maintaining, and preserving executed copies of the Program Documents and other documents or instruments executed by the Trust thereunder or in connection
therewith, which shall be maintained separately from those of the Administrator; 


        (v)   upon
receipt of notice, taking such action as may be reasonably necessary to enforce the performance by the other parties to agreements as to which the Trust is a party,
and enforce the obligations of those parties to the Trust under such agreements; 


        (vi)  upon
request preparing for a signature by a Responsible Officer such notices, consents, instructions and other communications that the Trust may from time to time be
required or permitted to give under the Program Documents to which the Trust is a party or any other document executed by the Trust; 


        (vii) obtaining
services of outside counsel, accountants and/or other service providers on behalf of the Trust; 



2





 




        (viii) preparing
for a signature by a Responsible Officer any Trust Order for payment of any amounts due and owing by the Trust under the Program Documents to which the
Trust is a party or any other document to which the Trust is a party; provided that the foregoing shall not obligate the Administrator to advance any of
its own monies for such purpose, it being understood that such amounts shall be payable only to the extent assets held in the Trust are available therefor and at such times and in such amounts as
shall be permitted by the Program Documents; 


        (ix)  preparing
for a signature by a Responsible Officer any Trust Order for payment of any amounts due and owing by the Trust to the Indenture Trustee, the Paying Agent, the
Registrar and other agents on request for all expenses, disbursements and advances to the extent not paid pursuant to the Expense and Indemnity Agreement;  provided that the foregoing shall not obligate
the Administrator to advance any of its own monies for such purpose, it being understood that such
amounts shall be payable only to the extent assets held in the Trust are available therefor and at such times and in such amounts as shall be permitted by the Program Documents; and 


        (x)   taking
such other actions as may be incidental or reasonably necessary (i) to the accomplishment of the actions of the
Administrator authorized in this subsection (a) or (ii) upon receipt of notice from a
Responsible Officer directing specifically the Administrator to do so, to the accomplishment of the duties and responsibilities, and compliance with the obligations, of the Trust, under the Program
Documents and under any other document to which the Trust is or may be a party to the extent not otherwise performed by the Indenture Trustee, Paying Agent, Transfer Agent, Registrar or the Trustee,
provided that no such duties or responsibilities shall materially enlarge the duties and responsibilities of the Administrator which are set forth specifically in this Agreement. 




        (b)   Upon
the issuance of a Series of Notes, directing the Indenture Trustee to pay the costs and expenses of the Trust relating to such Series of Notes to the extent not
paid pursuant to the Expense and Indemnity Agreement. 


        (c)   Subject
to the timely receipt of all necessary information or notices from the Trustee, and based on the advice of counsel, on behalf of the Trust,
(i) filing with the Commission and, if necessary, executing, in each case solely on behalf of the Trust and not in the Administrator's individual
capacity such documents, forms or filings as may be required by the Securities Act, the Securities Exchange Act, the Trust Indenture Act, or other securities laws in each case relating to the Trust's
Notes; (ii) the preparation and filing of any documents or forms required to be filed by any rules or regulations of any securities exchange, including
without limitation, the New York Stock Exchange, or market quotation dealer system or the National Association of Securities Dealers, Inc. in connection with the listing of the Trust's Series
of Notes thereon; (iii) filing and executing solely on behalf of the Trust and not in the Administrator's individual capacity, such filings,
applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as may be necessary or desirable to register, or establish the
exemption from registration of, the Trust's Notes under the securities or "Blue Sky" laws of any relevant jurisdictions; and (iv) executing and
delivering, solely on behalf of the Trust and not in the Administrator's individual capacity, letters or documents to, or instruments for filing with, a depositary relating to the Trust's Notes; and 


        (d)   Undertaking
such other administrative services as may be reasonably requested by the Trustee, including (i) causing the
preparation by the Trust of any prospectus, prospectus supplement, pricing supplement, registration statement, amendments, including any exhibits and schedules thereto, any reports or other filings or
documents, or supplement thereto or (ii) securing and maintaining the listing of the Trust's Notes on any securities exchange or complying with the
securities or "Blue Sky" laws of any relevant jurisdictions, in connection with the performance by the Trust of its obligations under the Program Documents or any other document to which the Trust is
a party or other documents executed thereunder or in connection therewith. 


3





 



        (e)   In
connection with the establishment of the Trust, the Administrator shall purchase from the Trust, the Trust Beneficial Interest in the Trust in accordance with the
Trust Agreement and the Administrator shall be the sole Trust Beneficial Owner in accordance with the Trust Agreement. 



        Any
of the above services (other than those described in Sections 2(c) and 2(d)) may, if the Administrator or the Trust deems it necessary or desirable, be subcontracted by the
Administrator; provided that notice is given to the Trust of such subcontract and, notwithstanding such subcontract, the Administrator shall remain
responsible for performance of the services set forth above unless such services are subcontracted to accountants or legal counsel selected with due care by the Administrator and reasonably
satisfactory to the Trust and in which case the Administrator shall not remain responsible for the performance of such services and the Administrator shall not, in any event, be responsible for the
costs, fees or expenses in connection therewith. 


        Section 3.  Activities of the Trust; Employees; Offices. 


        The
Administrator agrees to carry out and perform the administrative activities (as set forth in Section 2 hereof) of the Trust in the name and on behalf of the Trust as its
agent. 


        All
services to be furnished by the Administrator under this Agreement may be furnished by an officer or employee of the Administrator, an officer or employee of any affiliate of the
Administrator, or any other person or agent designated or retained by it; provided that the Administrator shall remain ultimately responsible for the
provision of such services by an officer or employee of the Administrator or any of its affiliates or any other person or agent designated or retained by it, unless selected with due care and
reasonably satisfactory to the Trust in accordance with the last paragraph of Section 2. No director, officer or employee of the Administrator or any affiliate of the Administrator shall
receive from the Trust a salary or other compensation. 


        The
Administrator agrees to provide its own office space, together with appropriate materials and any necessary support personnel, for the day to day activities (as set forth in
Section 2 hereof) of the Trust to be carried out and performed by the Administrator, all for the compensation provided in Section 4 hereof. All services to be furnished by the
Administrator under this Agreement shall be performed only from the Administrator's office in North Carolina. 


        Section 4.
Compensation; Indemnities. 


        The
Administrator will be entitled to payment of fees, reimbursement for, and indemnification with respect to, costs and expenses for services rendered hereunder to the extent provided
in the Expense and Indemnity Agreement and the Administrator will not be entitled to seek any payment from the Trust with respect to its services hereunder. 


        Section 5.  Term. 


        The
Administrator may terminate this Agreement upon at least 30 days' written notice to the Trust and Protective Life and the Trust may terminate this Agreement upon at least
30 days' notice to the Administrator (copies of any notice of termination shall also be sent to the Indenture Trustee). Such termination will not become effective until
(i) the Trust appoints a successor Administrator, (ii) the successor Administrator accepts such
appointment and (iii) the Administrator has obtained the prior written confirmation of Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's Ratings Services ("S&P") that such action will not result in a
reduction or withdrawal of its then current ratings, if any, of the Program and/or the Trust's Notes, as applicable. Upon such notice, the Administrator shall be paid all accrued and unpaid amounts
owed to the Administrator under the Expense and Indemnity Agreement. 


4





 



        Section 6.  Obligation to Supply Information. 


        The
Trustee shall forward to the Administrator such information (which is in the possession of the Trust) in connection with the Program Documents and this Agreement as the Administrator
may from time to time reasonably request in connection with the performance of its obligations hereunder. The Administrator will (i) hold and safely
maintain all records, files, Program Documents and other material of the Trust and (ii) permit the Trust, the Trustee, and each of their respective
officers, directors, agents and consultants on reasonable notice at any time and from time to time during normal business hours to inspect, audit, check and make abstracts from the accounts, records,
correspondence, documents and other materials of the Trust, or relating to the provision of services and facilities under this Agreement. 


        Section 7.
The Administrator's Liability, Standard of Care. 


        The
Administrator assumes no liability for anything other than the services rendered by it pursuant to Sections 2, 3, 6 and 11 hereof and neither the Administrator nor any of its
directors, officers, employees or affiliates shall be responsible for any action of the Trust, the Trustee or the officers or employees thereof taken outside the scope of Sections 2, 3 and 11 hereof
and without direction from the Administrator. Without limiting the generality of the foregoing, it is agreed that the Administrator assumes no liability with respect to any of the Trust's obligations
under the Program Documents. 


        The
Administrator shall not perform, endeavor to perform or agree to perform any act on behalf of the Trust not specifically required or permitted under the Program Documents. 


        The
Administrator shall perform its duties hereunder diligently, in conformity with the Trust's obligations under the Program Documents and applicable laws and regulations and in
accordance with the same standard of care exercised by a prudent person in connection with the performance of the
same or similar duties and, in no event with less care than the Administrator exercises or would exercise in connection with the same or similar obligations if those obligations were the direct
obligations of the Administrator. 


        Section 8.
Limited Recourse to Trust. 


        Notwithstanding
anything to the contrary contained herein, all obligations of the Trust hereunder shall be payable by the Trust only on a payment date of its Series of Notes and only to
the extent of funds available therefor under the Indenture and, to the extent such funds are not available or are insufficient for the payment thereof, shall not constitute a claim against the Trust
to the extent of such unavailability or insufficiency until such time as the Collateral held in the Trust has produced proceeds sufficient to pay such prior deficiency. This Section 8 shall
survive the termination of this Agreement. 


        Section 9.
No Recourse. 


        The
obligations of the Trust hereunder are solely the obligations of the Trust and no recourse shall be had with respect to this Agreement or any of the obligations of the Trust
hereunder or for the payment of any fee or other amount payable hereunder or for any claim based on, arising out of or relating to any provision of this Agreement against any trustee, employee,
settlor, affiliate, agent or servant of the Trust. This Section 9 shall survive the termination of this Agreement. 


        Section 10.
Reliance on Information Obtained from Third Parties. 


        The
Trust recognizes that the accuracy and completeness of the records maintained and the information supplied by the Administrator hereunder is dependent upon the accuracy and
completeness of the information obtained by the Administrator from the parties to the Program Documents and other sources and the Administrator shall not be responsible for any inaccurate or
incomplete information so obtained or for any inaccurate or incomplete records maintained by the Administrator hereunder that may result therefrom. The Administrator shall have no duty to investigate
the accuracy 


5





 



or
completeness of any information provided to it and shall be entitled to fully rely on all such information provided to it. 


        Section 11.
Tax Returns. 


        The
Administrator shall, or shall cause accountants retained by it, to prepare and file, consistent with the treatment of the Trust as a grantor trust, all federal, state and local
income tax and information returns and reports required to be filed with respect to the Trust and the Trust's Notes under any applicable federal, state or local tax statute or any rule or regulation
under any of them. The Administrator shall keep copies of or cause copies to be kept of the tax information returns (including Internal Revenue Service Form 1041) and reports prepared and filed
and shall provide a copy of each such return and report to the Trustee. 


        Section 12.
Amendment. 


        No
waiver, alteration, modification, amendment or supplement of the terms of this Agreement shall be effective unless (i) accomplished by
written instrument signed by the parties hereto and (ii) at any time after the issuance of any Notes and for so long as any Notes remain outstanding,
Moody's and S&P have confirmed in writing that such action will not result in reduction or withdrawal of its then current ratings, if any, of the Program and/or the Trust's Notes, as applicable. The
Trust shall provide each of S&P and Moody's with a copy of each such waiver, alteration, modification, amendment or supplement. Notwithstanding anything in this Section 13 to the contrary, no
waiver, alteration, modification, amendment or supplement to the terms of this Agreement shall be effective without the prior written consent of Protective Life. 


        Section 13.
No Joint Venture. 


        Nothing
contained in this Agreement shall constitute the Trust and the Administrator as members of any partnership, joint venture, association, syndicate or unincorporated business. 


        Section 14.
Assignment. 


        Except
as set forth in this Section 15, and subject to the rights of the Administrator to subcontract pursuant to Section 2 hereof, this Agreement may not be assigned by
either party without (i) the prior written consent of the other party and (ii) the prior written
confirmation of Moody's and S&P that such action will not result in a reduction or withdrawal of its then current ratings, if any, of the Program and/or the Trust's Notes, as applicable. Subject to
the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Any party's transfer or assignment in violation of this
Section 15 shall be void as to the other party. 


        Section 15.  GOVERNING LAW, CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. 


        THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO HEREBY CONSENTS TO PROCESS BEING
SERVED IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, OR ANY DOCUMENT DELIVERED PURSUANT HERETO BY THE MAILING OF A COPY THEREOF BY 


6





 



REGISTERED
OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS RESPECTIVE ADDRESS SPECIFIED AT THE TIME FOR NOTICES UNDER THIS AGREEMENT OR TO ANY OTHER ADDRESS OF WHICH IT SHALL HAVE
GIVEN WRITTEN NOTICE TO THE OTHER PARTIES. THE FOREGOING SHALL NOT LIMIT THE ABILITY OF ANY PARTY HERETO TO BRING SUIT IN THE COURTS OF ANY OTHER JURISDICTION. 



        EACH
OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION. 


        Section 16.
Treatment of Trust. 


        The
Administrator agrees, for U.S. federal, state and local income and franchise tax purposes, to treat (i) the Trust as a grantor trust,
(ii) the Trust's Notes as an ownership interest in such grantor trust and (iii) the Funding Agreements
as debt of Protective Life. The Administrator will not take any action that it knows could cause the Trust not to be treated as a grantor trust for U.S. federal income tax purposes. 


        Section 17.
Limitation of Trustee Liability. 


        Notwithstanding
any provision hereof to the contrary, it is expressly understood and agreed by the parties that (a) this Agreement is
executed and delivered by the Trustee, not individually or personally, but solely as trustee, as applicable, 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 personal
representations,
undertakings and agreements by the Trustee 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 the Trustee, 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 the Trustee 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 Agreement or any other related documents. 


        Section 18.
Section Headings. 


        Section
headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement. 


        Section 19.
Nonpetition Covenant. 



        Notwithstanding
any prior termination of this Agreement, the Administrator as such shall not acquiesce, petition or otherwise, directly or indirectly, invoke or cause the Trust to invoke
the process of any governmental authority for the purpose of commencing or sustaining a case against the Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property or ordering the winding up or liquidation of the affairs
of the Trust for one year and one day after last obligation of the Trust has been paid. 


        Section 20.
Severability. 


        In
case one or more of the provisions contained in this Agreement shall be or shall be deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. If any provision of this Agreement shall be or shall be deemed to be illegal, invalid
or unenforceable under 


7





 



the
applicable laws and regulations of one jurisdiction, such provision shall not thereby be rendered illegal, invalid or unenforceable in any other jurisdiction. 


        Section 21.  Entire Agreement. 


        This
Agreement constitutes the entire agreement between the parties hereto with respect to matters covered hereby and supersedes all prior agreements and understandings with respect to
such matters between the parties. 


        Section 22.
Administrator to Provide Access to Books and Records. 



        The
Administrator shall provide the Indenture Trustee with access to the books and records of the Trust, without charge, but only (i) upon
the reasonable request of the Indenture Trustee (for which purpose one Business Day shall be deemed reasonable during the occurrence and continuation of a Default or an Event of Default),
(ii) during normal business hours, (iii) subject to the Administrator's normal security and
confidentiality procedures and (iv) at offices designated by the Administrator. 


        Section 23.
No Waiver. 


        No
failure on the part of the parties hereto to exercise, and no delay in exercising, and no course of dealing with respect to, any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof or the exercise of any other right, power or privilege operate as such a waiver. 


        Section 24.
Remedies Cumulative. 


        No
right, power or remedy of the parties hereunder shall be exclusive of any other right, power or remedy, but shall be cumulative and in addition to any other right, power or remedy
thereunder or now or hereafter existing by law or in equity. 


        Section 25.
Notices. 


        All
notices, demands, instructions and other communications required or permitted to be given to or made upon either party hereto shall be in writing (including by facsimile
transmission) and shall be personally delivered or sent by guaranteed overnight delivery or by facsimile transmission (to be followed by personal or guaranteed overnight delivery) and shall be deemed
to be given for purposes of this Agreement on the day that such writing is received by the intended recipient thereof in accordance with the provisions of this Section. Unless otherwise specified in a
notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands, instructions and other communications in writing shall be given to or made upon the respective
parties thereto at their respective addresses (or their respective telecopy numbers) indicated below: 




Protective
Life Secured Trust (followed by the appropriate number of the Trust designated in the Omnibus Instrument)

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attention: Corporate Trust Administration

Facsimile: (302) 636-4140 


The
Administrator: 


AMACAR
Pacific Corp.

6525 Morrison Blvd., Suite 318

Charlotte, North Carolina 28211

Attention: Douglas K. Johnson

Facsimile: (704) 365-1632 




8







 
 

EXHIBIT C    
    


      






 


 
 

STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS    
    
    with respect to    
    
    The Service Providers and the Protective Life Secured Trusts    
    
    Dated as of
November 7, 2003    











This document constitutes the Standard Expense and Indemnity Terms, dated as of November 7, 2003, that may be incorporated by reference in one or more Expense and Indemnity Agreements (included
in Section C of the Omnibus Instrument, as defined below) by and among Protective Life Insurance Company, a Tennessee stock life insurance
company ("Protective Life"), the Trust (as defined below), Wilmington Trust Company (the "Trustee"), The Bank of New York, as indenture trustee (the
"Indenture Trustee"), and AMACAR Pacific Corporation, a Delaware corporation (as "Administrator"). 


        These
Standard Expense and Indemnity Terms shall be of no force and effect unless and until incorporated by reference in and then only to the extent not modified by, an Expense and
Indemnity Agreement. 


        1.     The
following terms, as used herein, have the following meanings: 


        "Agreement" means that certain Expense and Indemnity Agreement in substantially the same form included in  Section C of the Omnibus Instrument, as amended, modified
or supplemented from time to time, that incorporates by reference these Standard
Expense and Indemnity Terms. 


        "Excluded Amounts" means (i) any obligation of the Trust to make any payment to any Holder
in accordance with the terms of the Indenture or the Trust's Notes, (ii) any obligation or expense of the Trust to the extent that such obligation or
expense has actually been paid utilizing funds available to the Trust from payments under the Funding Agreement(s), (iii) any cost, loss, damage, claim,
action, suit, expense, disbursement, tax, penalty or liability of any kind or nature whatsoever resulting from or relating to any insurance regulatory or other governmental authority asserting that:
(a) the Trust's Notes are, or are deemed to be, (1) participations in one or more Funding Agreements or
(2) contracts of insurance, or (b) the offer, purchase, sale and/or transfer of the Trust's Notes and/or
the pledge and collateral assignment of the Funding Agreements by the Trust to the Indenture Trustee on behalf of the Holders of the Trust's Notes (1)
constitute the conduct of the business of insurance or reinsurance in any jurisdiction or (2) requires the Trust or any Holder of the Trust's Notes to
be licensed as an insurer, insurance agent or broker in any jurisdiction, (iv) any cost, loss, damage, claim, action, suit, expense, disbursement, tax,
penalty or liability of any kind or nature whatsoever imposed on a Service Provider that results from the bad faith or gross negligence of such Service Provider,
(v) any costs and expenses attributable solely to a Service Provider's administrative overhead unrelated to the Program,
(vi) any tax imposed on fees paid to a Service Provider, (vii) any withholding taxes imposed on or with
respect of payments made under the Funding Agreement(s), the Indenture or the Trust's Note and (viii) any Additional Amounts paid to any Holder. 


        "Fees" means with respect to each Service Provider the fees agreed to between Protective Life and the Service Provider as set forth in the
fee schedule attached as Exhibit A to these Standard Expense and Indemnity Agreement Terms or in a separate fee agreement between Protective Life
and such Service Provider or, in relation to any Service Provider which signs a Service Provider Fee Letter, the fee schedule attached to such letter. 



        "Indemnified Person" means any person entitled to indemnity payments pursuant to  Section 5 or Annex A, B or C to these Standard Expense and Indemnity Terms.



        "Obligation" means any and all (i) reasonable costs and expenses reasonably incurred
(including the reasonable fees and expenses of counsel), relating to the offering, sale and issuance of the Notes by the Trust and (ii) costs, expenses
and taxes of the Trust; provided that Obligations do not include Excluded Amounts. 



        "Omnibus Instrument" means the Omnibus instrument pursuant to which certain Program Documents are executed and the Trust is established. 


        "Pricing Supplement" means, the pricing supplement attached to the Omnibus Instrument as Exhibit G as prepared by the Trust, in
consultation with Protective Life, in connection with the issuance by the Trust of its Series of Notes and agreed to by Protective Life, the Trust and the relevant dealers or agents under the relevant
Program Distribution Agreement, as such Pricing Supplement may be amended, modified, supplemented or replaced from time to time. 





 



        "Service Provider" means each of the Trustee, the Indenture Trustee, the Administrator and any other party which becomes a party to this
Agreement pursuant to a Service Provider Fee Letter pursuant to Section 8 of this Agreement (such other Service Provider, a
"Future Service Provider"). 


        "Service Provider Fee Letter" is defined in Section 8 of this Agreement. 


        "Trust" means the Protective Life Secured Trust specified in the Omnibus Instrument, together with its permitted successors and assigns. 


        "Trust Agreement" means either the Statutory Trust Agreement or the Common Law Trust Agreement, as applicable, pursuant to which the Trust
was created. 


        All
capitalized terms not otherwise defined herein will have the meanings set forth in that certain Indenture, dated as of the date specified in the Omnibus Instrument, between the Trust
and the Indenture Trustee (the "Indenture"). 


        2.     Protective
Life hereby agrees to pay each Service Provider its Fees. In the event of a substantive change in the nature of a Service Provider's duties, agreed to by such
Service Provider, such Service Provider reserves the right to negotiate an adjustment to its Fees with Protective Life. 



        3.     In
the event that any Service Provider resigns or its appointment is revoked pursuant to any of the Program Documents under which the Service Provider has duties or
obligations, the Service Provider will repay to Protective Life such part of any fee paid to it as may be agreed between the relevant Service Provider and Protective Life. 


        4.     In
the event that a Service Provider or the Trust delivers written notice and evidence, reasonably satisfactory to Protective Life, of any Obligation of the Service
Provider or the Trust, Protective Life shall, upon receipt of such notice promptly pay such Obligation. Notice of any Obligation (including any invoices) should be sent to Protective Life at its
address set forth below, or at such other address as such party shall hereafter furnish in writing: 




Protective
Life Insurance Company

111 N. First St. Suite 209

Burbank, CA 91502

Attention: Judy Wilson

Telephone: 818-729-1900

Telecopier: 818-729-1800 





        Each
Service Provider or the Trust, as appropriate, will (i) from time to time execute all such instruments and other agreements and take
all such other actions as may be necessary or desirable, or that Protective Life may reasonably request, to protect any interest of Protective Life with respect to any Obligation or to enable
Protective Life to exercise or enforce any right, interest or remedy it may have with respect to any such Obligation, and (ii) release to Protective
Life any amount received from Protective Life relating to any Obligation or any portion of any Obligation, immediately after any such amount relating to such Obligation, or any portion of any such
Obligation, is otherwise received by the relevant Service Provider or the Trust from a party other than Protective Life. 


        Protective
Life, the Trust and the Service Providers hereby agree that all payments due under this Agreement in respect of any Obligation shall be effected, and any responsibility of
Protective Life to pay such Obligation pursuant to this Agreement shall be discharged, by the payment by Protective Life to the account of the person to whom such Obligation is owed. 


        5.     Subject
to the remaining paragraphs of this Section 5, Protective Life hereby agrees to indemnify, and to hold
harmless, to the full extent permitted by law, the Trust and any Future Service Provider, including its officers, directors, successors, assigns, legal representatives and servants, who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit 


2





 

or
proceeding relating to or arising out of the performance or non-performance by the Indemnified Person of its duties or fulfillment of its obligations under the Program Documents or any
other agreement relating to the Program to which the Trust and the relevant Service Provider are or become a party, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the Trust), against losses, out-of-pocket costs and expenses (including, without limitation, interest and reasonable attorneys' fees and expenses), liabilities
(including liabilities for penalties), judgments, damages and fines incurred by such party in connection with the defense or settlement of such action, suit or proceeding, except where any such claim
for indemnification is or relates to any Excluded Amount. Subject to the remaining paragraphs of this Section 5, The Bank of New York, Wilmington
Trust Company and AMACAR Pacific Corp. and their respective officers, directors, successors, assigns, legal representatives, agents and servants will be indemnified by Protective Life to the extent
provided in Annex A, B and C to these Standard Expense and Indemnity Terms, respectively. The indemnity provisions set forth in Annex A, B and C to these Standard Expense and Indemnity Terms, are
incorporated into this Section 5. 


        The
indemnification provided for herein supersedes in all respects any indemnification provision contained in any other Program Document or any other agreement relating to the Program to
which the Trust and the relevant Service Provider are or become parties. 


        An
Indemnified Person shall give prompt written notice to Protective Life of any action, suit or proceeding commenced or threatened against the Indemnified Person. In case any such
action, suit or proceeding shall be brought involving an Indemnified Person, Protective Life may, in its sole discretion, elect to assume the defense of the Indemnified Person, and if it so elects,
Protective Life shall, in consultation with such Indemnified Person, select counsel, reasonably acceptable to the Indemnified Person, to represent the Indemnified Person and pay the reasonable fees
and expenses of such counsel; provided, that if the Indenture Trustee is the Indemnified Person, such counsel shall be on the Indenture Trustee's approved counsel list. In any such action,
investigation or proceeding, the Indemnified Person shall have the right to retain its own counsel but Protective Life shall not be obligated to pay the fees and disbursements of such counsel unless
(i) Protective Life and the Indemnified Person shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such action, investigation or proceeding (including any impleaded parties) include
(a) both Protective Life and the Indemnified Person or (b) two or more Indemnified Persons affiliated
with different Service Providers and, in each case, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is
understood that Protective Life shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Indemnified Persons who are affiliated with one Service Provider. 


        If
the indemnification provided for herein is invalid or unenforceable in accordance with its terms, then Protective Life shall contribute to the amount paid or payable by an Indemnified
Person as a result of such liability in such proportion as is appropriate to reflect the relative benefits received by Protective Life and the Trust, (if the Trust is not an Indemnified Person), on
one hand, and the relevant Service Provider or the Trust (if the Trust is an Indemnified Person) on the other hand, from the transactions contemplated by the Program Documents. For this purpose, the
benefits received by Protective Life or the Trust (if applicable) shall be the aggregate value of the relevant Collateral, and the benefits received by the relevant Service Provider shall be the fees
it has been paid up to that point as the Service Provider less costs and unreimbursed expenses incurred by it as Service Provider in relation to such Collateral, and the benefits received by the Trust
(if applicable) shall be determined by the Administrator (and in the event that the Administrator is an Indemnified Party, the Trust and not the Administrator shall make such determination) and
Protective Life. If, however, the allocation provided by the immediately preceding two sentences is not permitted by applicable law, then Protective Life shall contribute to such amount paid or
payable by the Indemnified Person in such 


3





 



proportion
as is appropriate to reflect not only such relative benefits but also the relative fault of Protective Life and the Trust (if applicable), on the one hand, and the relevant Service Provider
or the Trust (if applicable) on the other hand, in connection with the actions or omissions which resulted in such liability, as well as any other relevant equitable considerations. 


        Protective
Life shall be subrogated to any right of the Indemnified Person in respect of the matter as to which any indemnity was paid hereunder. 



        The
Indemnified Person may not settle any action, investigation or proceeding without the consent of Protective Life, not to be unreasonably withheld. 


        Notwithstanding
any provision contained herein to the contrary, the obligations of Protective Life under this Section 5 to any
Indemnified Person shall survive the termination of this Agreement pursuant to Section 9. 


        6.     No
waiver, modification or amendment of this Agreement shall be valid unless executed in writing by the parties hereto. 



        7.     This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles. 


        8.     In
addition to the Service Providers listed in this Agreement, (i) Protective Life and all trusts organized under the
Program that are a party to an agreement that incorporates these Standard Expense and Indemnity Terms may from time to time appoint new service providers in respect of the Program generally or
(ii) Protective Life and the Trust may from time to time appoint new service providers in respect of that Trust's Series of Notes only; in which event,
upon execution by such service provider of a fee letter (the "Service Provider Fee Letter") substantially in the form of  Exhibit B to these Standard
Expense and Indemnity Agreement Terms such service provider shall become a party to the applicable agreement that
incorporates these Standard Expense and Indemnity Terms, subject as provided below, with all the authority, rights, powers, duties and obligations of a Service Provider as if originally named as
Service Provider therein; provided further that, in the case of a service provider which has become a Service Provider in relation to the Trust's Series of Notes, following the issuance of the Trust's
Series of Notes, such new Service Provider shall have no further authority, rights, powers, duties or obligations except such as may have accrued or been incurred prior to, or in connection with, the
issuance of such Trust's Series of Notes. Protective Life agrees that it will pay the fees of any new Service Provider in accordance with a fee schedule to be agreed upon between Protective Life and
the relevant Service Provider attached to the Service Provider Fee Letter. 


        9.     This
Agreement shall terminate and be of no further force and effect upon the date on which (i) there is no Obligation due and payable under this Agreement and
(ii) each Program Document has terminated; provided,  however, that this Agreement shall continue to be
effective or shall be reinstated, as the case may be, if at any time any Service Provider must restore
payment of any sums paid under any Obligation or under this Agreement for any reason whatsoever. This Agreement is continuing, irrevocable, unconditional and absolute. 


        10.   Protective
Life shall (i) file as an exhibit to the Trust's Annual Reports on Form 10-K (each a
"10-K"), filed under the Securities Exchange Act of 1934, as amended, a compliance certificate in the form attached to these Expense and
Indemnity Agreement Terms as Annex D and (ii) at its expense, cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to
furnish to the management of Protective Life and to the Trustee a report (the "Auditor's Report") in the form attached to these Standard Expense and
Indemnity Agreement Terms as Annex E. The Auditor's Report shall be filed as an exhibit to the Trust's 10-K(s). 


        11.   All
notices, demands, instructions and other communications required or permitted to be given to or made upon either party hereto shall be in writing (including by
facsimile transmission) and 


4





 



shall
be personally delivered or sent by guaranteed overnight delivery or by facsimile transmission (to be followed by personal or guaranteed overnight delivery) and shall be deemed to be given for
purposes of this Expense and Indemnity Agreement on the day that such writing is received by the intended recipient thereof in accordance with the provisions of this Section. Unless otherwise
specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands, instructions and other communications in writing shall be given to or made upon
the respective parties thereto at their respective addresses (or their respective telecopy numbers) indicated below: 



Protective
Life Secured Trust (followed by the appropriate number of the Trust 

designated in the Omnibus Instrument)

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attention: Corporate Trust Administration

Facsimile: (302) 636-4140 


The
Administrator: 


AMACAR
Pacific Corp.

6525 Morrison Blvd., Suite 318

Charlotte, North Carolina 28211

Attention: Douglas K. Johnson

Facsimile: (704) 365-1632 


Protective
Life Insurance Company

2801 Highway 280 South

Birmingham, Alabama 35223

Attention:

Facsimile: 


The
Bank of New York

100 Church Street

8th Floor

New York, New York 10286

Attention: Dealing and Trading 



5







 
 

ANNEX A TO
  STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS    
    


        Protective Life covenants to fully indemnify and defend The Bank of New York and its officers, directors, employees, controlling Persons, agents and
representatives for, and to hold it harmless against, any and all loss, liability, claim, damage or reasonable expense (including the reasonable compensation, expenses and disbursements of its
counsel) (i) arising out of or in connection with the acceptance by The Bank of New York, in its capacity as Indenture Trustee or as an Agent, of
administration of the Indenture or the trusts thereunder and/or the performance of its duties and/or the exercise of its respective rights thereunder, including the costs and expenses of defending
itself against or investigating any claim of liability in the premises, except to the extent such loss, liability, claim, damage or expense is due to the Indenture Trustee's or such Agent's own
negligence or willful misconduct and (ii) in connection with the imposition of any stamp, issue, registration, documentary or other similar taxes and
duties, including interest and penalties in respect of the creation, issue and offering of the Trust's Notes, except to the extent any such loss, liability or expense is caused by the Indenture
Trustee's or such Agent's negligence or willful misconduct. Notwithstanding anything to the contrary, Protective Life shall have no obligation to indemnify or defend The Bank of New York for any loss,
liability, claim, damage or expense relating to (i) any costs and expenses attributable solely to the Indenture Trustee's or such Agent's administrative
overhead unrelated to the Program or (ii) any tax imposed on the fees paid to the Indenture Trustee or any Agent. 





 
 

ANNEX B TO
  STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS    
    


        To the fullest extent permitted by law and notwithstanding anything to the contrary, Protective Life hereby agrees, whether or not any of the transactions
contemplated by the Trust Agreement will be consummated, to assume liability for and hereby indemnifies, protects, saves and keeps harmless Wilmington Trust Company and its officers, directors,
successors, assigns, legal representatives, agents and servants (each a "Wilmington Indemnified Person"), from and against any and all liabilities,
obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature
whatsoever which may be imposed on, incurred by or asserted at any time against a Wilmington Indemnified Person in any way relating to or arising out of the Trust Agreement or any other Program
Document relating to the Trust or the enforcement of any of the terms thereof, the administration of the Trust and its property or the action or inaction of Wilmington Trust Company (in its capacity
as trustee) under the Trust Agreement, except, in any such case to the extent that any such liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings,
costs, expenses and
disbursements (i) are the result of any of the matters described in the third sentence of  Section 6.04 of the Trust Agreement or (ii) relate to
(a) any costs and expenses attributable solely to the Delaware Trustee's or Common Law Trustee's, as applicable, administrative overhead unrelated to
the Program or (b) any tax imposed on the fees paid to the Delaware Trustee. 






 
 

ANNEX C TO
  STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS    
    


        To the fullest extent permitted by law and notwithstanding anything to the contrary, Protective Life hereby agrees, whether or not any of the transactions
contemplated by the Trust Agreement will be consummated, to assume liability for and hereby indemnifies, protects, saves and keeps harmless the Administrator and its officers, directors, successors,
assigns, legal representatives, agents and servants (each an "AMACAR Indemnified Person"), from and against any and all liabilities, obligations,
losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which
may be imposed on, incurred by or asserted at any time against an AMACAR Indemnified Person in any way relating to or arising out of the Administrative Services Agreement or the Trust Agreement or the
enforcement of any of the terms thereof, the administration of the Trust or the action or inaction of the Administrator under the Administrative Services Agreement, except, in any such case to the
extent that any such liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses and disbursements
(i) results from the bad faith or gross negligence of an AMACAR Indemnified Person (or ordinary negligence in the handling or disbursement of funds) or
(ii) relate to (a) any costs and expenses attributable solely to the Administrator's administrative
overhead unrelated to the Program or (b) any tax imposed on the fees paid to the Administrator. 





 
 

ANNEX D TO
  STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS    
    


 
 

Annual Statement of Compliance    
    


        I
[identify the certifying individual], a duly elected and acting officer of The Bank of New York ("Indenture Trustee"), do hereby certify on behalf of the
Indenture Trustee, that: 


           1.  I
have reviewed and examined the performance by the Indenture Trustee of the application of trust money collected by the Indenture Trustee pursuant to
Section 5.02 and, if applicable, Section 6.06 of the Indenture pursuant to which the Trust's notes (the "Notes") were issued during the fiscal year ending December 31, 200
• (the "Relevant Year"); and 


           2.  Based
upon my review and examination described in 1 above, and except as provided in the Independent Auditor's Report on Applying Agreed Upon Procedures, dated
    •    , 200 •, prepared by the Trust's independent public accountants in accordance with Section 10 of the Expense and Indemnity Agreement, to the
best of my knowledge, the application of trust money collected by the Indenture Trustee pursuant to Section 5.02 and, if applicable, Section 6.06 of the Indenture was performed in a
satisfactory manner in all material respects throughout the Relevant Year. 



	

THE BANK OF NEW YORK, as Indenture Trustee
	By:	        
	 	 
	 	Name:	 	 
	 	Title:	 	 
	Date:	        
	 	 







 
 

ANNEX E TO
  STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS    
    



Independent
Auditor's Report

On Applying Agreed-Upon Procedures 


        To
the Management of Protective Life Insurance Company ("Protective Life") and Wilmington Trust Company, as trustee (the "Trustee") of Protective Life Secured Trust
[    •    ] (the "Trust"): 


        We
have performed the procedures enumerated below, which were agreed to by the Management of Protective Life and the Trustee, solely to assist you in evaluating the proper and prompt
payments of amounts by The Bank of New York, as indenture trustee (the "Indenture Trustee"), of amounts payable under Protective Life's secured notes program (the "Program") for the
[year] [period] ended December 31, 200 • . Protective Life's management is responsible for the proper and prompt payments of amounts
due under the funding agreements which support the payment of amounts due on the secured notes (the "Notes") issued by the Trust. This agreed-upon procedures engagement was conducted in
accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified
in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other
purpose. 


        The
procedures and the associated findings are as follows: 



	1.
	We
requested and obtained a copy of the Indenture Trustee's History of Transactions List which details the payments received from
Protective Life on the funding agreements that secured the Notes, for the [year] [period] ended December 31, 200X. We reviewed the  History of Transactions List and noted that the Indenture Trustee
properly recorded the receipt of payments due from Protective Life. 





We
noted [no exceptions] [the following exceptions] in our testing of amounts received from Protective Life by the Indenture Trustee. 



	2.
	We
requested and obtained from the Indenture Trustee a copy of the Transmission by Database Report, which details the components of the
bulk wire transfers to Cede & Co., the nominee of the Depository Trust Company, and noted that the amounts due on the Notes were a component of the bulk wire transfers as noted on the  Transmission by Database
Report on the applicable dates tested. 





We
noted [no exceptions] [the following exceptions] in our testing of the components of the bulk wire transfers to Cede & Co, the nominee of the
Depository Trust Company, by the Indenture Trustee on the applicable dates tested, as detailed by the Transmission by Database Report.



	3.
	We
requested and obtained from the Indenture Trustee a copy of the bulk wire transfer confirmation to Cede & Co, the nominee of the Depository Trust Company, and noted that the
amount wired agreed to the Transmission by Database Report on the applicable dates tested. 





We
noted [no exceptions] [the following exceptions] in our testing of the bulk wire transfers from the Indenture Trustee to Cede & Co, the
nominee of the Depository Trust Company, to the Transmission by Database Report provided by the Indenture Trustee. 





        We
were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on funding agreement liabilities. Accordingly, we do not express such an
opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. 


        This
report is intended solely for the information and use of the management of Protective Life and the Trustee and is not intended to be and should not be used by anyone other than
these specified parties. 






 
 

EXHIBIT A TO
  STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS    
    


        Fees


        1.     The
Bank of New York, in its capacity as Indenture Trustee, Registrar, Paying Agent, Transfer Agent and Calculation Agent with respect to each series of notes issued
under the Program shall be entitled to receive the following fees at the times set forth below: 



        2.     Wilmington
Trust Company as trustee of each trust created under the Program shall be entitled to receive the following fees at the times set forth below: 


        3.     In
consideration of the one time, upfront Program establishment fee of $15,000 paid on November 1, 2002, AMACAR Pacific Corp. as Administrator of each trust
created under the Program shall be entitled to receive the following fees at the times set forth below: 



an
administrative fee of $25,000 payable annually, in advance, (the first such administrative fee was paid on November 1, 2002), until all Notes issued under the Program are fully paid. 




        4.     AMACAR
Pacific Corp. as Trust Beneficial Owner of each trust created under the Program shall be entitled to receive the following fees at the times set forth below: 



upon
the organization of a trust, a one time, upfront establishment fee 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)). 






 
 

EXHIBIT B TO
  STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS    
    


[New
Service Provider]

[Address] 


Dear
Sirs, 


U.S.$

Secured Note Program (the "Program")

with respect to

[Protective Life Secured Trust [            ]

[The Protective Life Secured Trusts] 



        We
refer to the [                        ] Agreement entered into between [Protective Life Secured Trust [    ]
and
yourselves], appointing you as a Service Provider [in respect of Protective Life Secured Trust [    ]'s series of notes (the "Series of
Notes")1] under the Program. We further refer to the Expense and Indemnity Agreement, dated            , entered into in respect of the above Program (such agreement, as
modified or amended from time to time, the "Expense and Indemnity Agreement") between Protective Life Insurance Company, each trust organized under the
Program that is a party thereto and each of the Service Providers, governing the compensation arrangements, expense reimbursement and terms of indemnity between Protective Life Insurance Company and
such trusts and the Service Providers. By signing this letter you will become a party to the Expense and Indemnity Agreement for all purposes, with, all the authority, rights, powers, duties and
obligations of a Service Provider under the Expense and Indemnity Agreement[except that, following the issuance of the Series of Notes, you shall have no further authority, rights, powers,
duties or obligations except as may have accrued or been incurred prior to, or in connection with, the issuance of the Series of Notes]*. Please return to us a copy of this letter signed
by an authorized signatory. For the purposes of your Fees, you will be compensated in accordance with the fee schedule as set forth in Schedule I to this letter.2 



        This
letter is governed by, and shall be construed in accordance with, the laws of the State of New York. Capitalized terms used and not otherwise defined in this letter shall have the
meanings assigned to them in the Expense and Indemnity Agreement. 



	 	 	 	Yours faithfully,
	

 	
 	

 	
PROTECTIVE LIFE INSURANCE COMPANY
	

 	
 	

 	

By:	

 	

 
	 	 	 	 	

	 	 	 	 	Name:	        

	 	 	 	 	Title:	        

	

AGREED AND ACCEPTED:	

 	

 	

 
	
[SERVICE PROVIDER]	

 	

 	

 





	

By:	
 	

 
	 	 	
 Name:

Title:








	1
	Insert
only where the new Services Provider is being appointed in relation to a particular trust's series of notes.



	2
	Attach
the relevant fee schedule agreed upon between Protective Life Insurance Company, and the new Service Provider. 






  



 
 

EXHIBIT D    
    


 
 

STANDARD LICENSE AGREEMENT TERMS    
    


        This Standard License Agreement Terms, dated as of November 7, 2003, that may be incorporated by reference in one or more License Agreements (included in  Section D of the Omnibus Instrument as defined below) 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") a Delaware statutory trust with an address at c/o Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001. 


        These
Standard License Agreement Terms shall be of no force and effect unless and until incorporated by reference in, and then only to the extent not modified by, a License Agreement. 


        The
following terms and provisions shall govern the activities of each Delaware statutory trust and Delaware common law trust created under the Program subject to contrary terms and
provisions expressly adopted in any License Agreement which contrary terms shall be controlling. 


 
 

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 therefor and may acquire additional trademarks
and service marks in the future, all as defined below; and 


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


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


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


ARTICLE 1

Definitions  


        Section 1.01 Definitions. Capitalized words or phrases used and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture,
dated the date specified in the Omnibus Instrument between the Licensee and The Bank of New York, as indenture trustee. 


        Section 1.02
The following items have the meanings set forth below: 


        "Agreement" means a License Agreement substantially in the form included in  Section D of the Omnibus Instrument, as amended, modified or supplemented from time to
time, that incorporates by reference these Standard
License Agreement Terms. 


        "Licensed Marks" shall include all marks listed in the attached Appendix A, as
amended from time-to-time by the parties, as provided for in Article 5 hereof. 


        "Licensed Services" shall be defined as the activities undertaken by Licensee, in connection with the establishment and conduct of the
Program established by Protective Life Insurance Company for the issuance of debt obligations of the Licensee, such as the issuance of Notes to investors and any actions incident to the foregoing. 


Exh. D-1





 



        "Omnibus Instrument" means the omnibus instrument pursuant to which certain Program Documents are executed and the Trust is established. 


        "Territory" shall be defined as follows: World-wide. 



        "Trustee" means Wilmington Trust Company, solely in its capacity as trustee of the Trust and not in its individual capacity. 


ARTICLE 2

Grant of License  


        Section 2.01    Grant of License. Subject to the terms and conditions set forth herein, Licensor
hereby grants to Licensee for the duration of this Agreement a non-exclusive, non-transferable, royalty-free right and license to use the Licensed Marks in
connection with the Licensed Services within the Territory. Licensee agrees and acknowledges that the limited rights and licenses granted in this Section 2.01 are revocable by Licensor
immediately and that this Agreement is terminable by Licensor as provided in Article 8. 


ARTICLE 3

Ownership and Maintenance of the Licensed Marks  


        Section 3.01    Licensee acknowledges that Licensor is the sole owner of the Licensed Marks, agrees that it will do nothing inconsistent with
such ownership, agrees that all use of the Licensed Marks by Licensee, including all goodwill associated therewith, shall inure solely to the benefit of Licensor, and agrees to assist Licensor in
executing any additional documents that may be necessary to effect the purposes of this provision, including but not limited to the execution of any and all documents required by governmental agencies
in order to register or maintain the current registrations of the Licensed Marks. Licensee agrees that it will not represent that it has any ownership interest in the License Marks or any registration
thereof. Licensee admits the validity of the Licensed Marks and agrees that it will not, directly or indirectly, attack or challenge in any way the validity of the Licensed Marks, Licensor's rights in
and to the Licensed Marks or the validity or enforceability of this Agreement. Licensee acknowledges that nothing in this Agreement shall give Licensee any right, title or interest in the Licensed
Marks or any goodwill associated therewith, other than those rights expressly granted hereunder. 



        Section 3.02    Licensee
acknowledges that its use of a Licensed Mark of Licensor prior to this License Agreement creates no ownership rights for Licensee in a Licensed
Mark in any jurisdiction. Upon termination of the rights granted by the Agreement, Licensee agrees it shall not claim any ownership rights to any Licensed Mark of Licensor as a result of such use. 


        Section 3.03    Licensor
shall use commercially reasonable efforts to maintain the Licensed Marks and all registrations thereof and/or applications therefor in the
Territory. Licensee shall execute all documents as are reasonably necessary or expedient to aid in, and shall otherwise cooperate at Licensor's expense with, Licensor's efforts to prepare, obtain,
file, record and maintain all such registrations and applications. 


        Section 3.04    Licensor
shall have no further maintenance obligations as to the Licensed Marks or any registration thereof or application therefor upon giving written
notice to Licensee that it does not intend to continue such maintenance; provided, however that Licensor shall have no such right of termination of its maintenance obligations in the event any Series
of Notes is outstanding. Notwithstanding anything to the contrary contained herein, after giving such notice, Licensor shall not be liable to Licensee in any manner for any failure by Licensor to
maintain any Licensed Marks. 


Exh. D-2





 


ARTICLE 4

Quality Control  


        Section 4.01    At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and
specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and
appearance of the Licensed Marks as reflected on Appendix A. 


        Section 4.02    Licensee
agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by
Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. 


        Section 4.03    Licensor
has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the mark in the Licensed Marks.
Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials
of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and
to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. 


        Section 4.04    Upon
request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or
any other materials that include any of the
Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. 


        Section 4.05    Licensee
agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and
regulations. Licensee shall affix to all materials that bear a Licensed Mark, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices
and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or
otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time. 


ARTICLE 5

Amendment of License Agreement  


        This Agreement may be amended at any time by the parties to add or delete Licensed Marks or to modify the scope of Licensed Services. Such amendment(s) may be
accomplished by a simple letter agreement outlining the amendment(s) and signed by both parties. 


ARTICLE 6

Manner of Use  


        Section 6.01    Licensee agrees to use the Licensed Marks only in the form and manner, and with appropriate ownership legends, as prescribed from
time to time by Licensor. 


        Section 6.02    Licensee
shall have the right to use the mark shown in Appendix A in connection with Licensee's
name, but aside from this right, Licensee shall not have the right to (a) change or modify the Licensed Marks, or create any design variation of the Licensed Marks, without obtaining the prior
written consent of Licensor, (b) join any name, mark or logo with the Licensed Marks so as to form a composite trade name or mark, (c) use the Licensed Marks in any manner that
reflects 


Exh. D-3





 



improperly
upon the Licensed Marks, or (d) use any other mark that is confusingly similar to the Licensed Marks. 


        Section 6.03    Licensee's
use of Licensed Marks for any Licensed Services other than the Program is subject to the prior written approval of Licensor. 



        Section 6.04    Licensee
shall not at any time do or suffer to be done any act or thing, including without limitation, opposing Licensor's registration of the Licensed
Marks that will, in any way impair Licensor's rights in the Licensed Marks. 


        Section 6.05    Licensee
shall promptly notify Licensor of any country in which Licensee intends to use a Licensed Mark. Licensee hereby notifies Licensor that Licensee
intends to use the Licensed Marks in the United States. Licensor may, but shall have no obligation to, apply for trademark registration in such country, or otherwise initiate action to protect its
trademark rights in that country. If necessary or requested by Licensor, the Licensee shall join in such application, shall execute any documents, and shall take any action as may be or requested by
Licensor to implement such application or to retain, enforce or defend the Licensed Marks. 


        Section 6.06
Licensee shall not at any time, without the prior written consent of Licensor, acquire a registration or file and prosecute a trademark application or applications to
register the Licensed Marks, or any component, variation or derivation thereof, or any name or mark confusingly similar thereto, for any goods or services anywhere in the world. If Licensee at any
time, without the prior written consent of Licensor, files or causes to be filed, in its own name or otherwise on its behalf, an application to register or otherwise takes steps under applicable laws
to obtain trademark protection of the Licensed Marks in any country, territory or jurisdiction, Licensee shall, at the direction of Licensor, either (a) assign and transfer to Licensor, without
further consideration, all right, title and interest in or to the Licensed Marks in such country, territory or jurisdiction, or (b) surrender and abandon such registration or application for
registration. 


ARTICLE 7

Infringement or Dilution Proceedings  


        Section 7.01    Licensee agrees to promptly notify Licensor of any unauthorized use of any of the Licensed Marks as such unauthorized use comes
to Licensee's attention. Licensor shall have the sole right and discretion to take any action relating to the Licensed Marks, and Licensee agrees to cooperate fully, should Licensor decide to take
such action. 


        Section 7.02    If
infringement or dilution proceedings relating to the Licensed Marks result in an award of damages or the payment of any sums to Licensor, any such
damages or payments shall belong solely to Licensor. 


        Section 7.03    Licensee
will promptly notify Licensor of any claim, complaint, allegation or threatened litigation (a "Claim") relating to the Licensed Marks,
including, but not limited to any Claim of infringement or dilution by any third party. Licensor shall have sole authority to address, settle or litigate any Claim at its expense, provided, however,
Licensee shall fully cooperate with Licensor in any Claim brought. 


ARTICLE 8

Term and Termination  


        Section 8.01    This Agreement shall continue in force and effect for so long as the Program is in effect, but no later than December 31,
2099, unless it is sooner terminated as provided for herein. 


Exh. D-4





 



        Section 8.02    Licensor
may terminate this Agreement forthwith, upon written notice to Licensee, if, in Licensor's sole discretion and determination there is a material
breach of Licensee's obligations under this Agreement. 


        Section 8.03    Either
party may terminate this Agreement, without cause, by giving thirty (30) days written notice to the other party. 



        Section 8.04    Notwithstanding
Section 8.03, for the further protection of the Licensed Marks, the license granted herein shall automatically and immediately
terminate, without any notice by or any action required on the part of Licensor, in the event that there is an Event of Default relating to the Trust's Notes which results in such Notes becoming due
and payable prior to their stated maturity. 


ARTICLE 9

Effect of Termination  


        Section 9.01    Immediately upon termination of this Agreement, Licensee shall cease and desist from any and all use of the Licensed Marks, amend
its certificate of trust documents and other organizational documents, take all other actions necessary or desirable to change its name to a name that does not include any of the Licensed Marks, or
any confusingly similar term, cease to distribute all materials bearing the Licensed Marks, and destroy any remaining inventory of documents bearing the Licensed Marks. 


        Section 9.02    Immediately
upon termination of a license, Licensee shall cease and desist from any and all use of the Licensed Marks, cease to distribute all materials
that bear the Licensed Marks, and destroy any remaining inventory of documents that bear the Licensed Marks. 



        Section 9.03    Upon
termination of this Agreement, Licensee agrees to cooperate fully with Licensor to amend or cancel any governmental recordations or approvals
pertaining to any marks or names which consist of or include any of the Licensed Marks. 


        Section 9.04    Upon
termination of this License Agreement, any and all rights in the Licensed Marks and the goodwill connected therewith shall remain the exclusive
property of Licensor. 


ARTICLE 10

Miscellaneous Provisions  


        Section 10.01    Interpretation and Enforcement of Agreement. This Agreement shall be interpreted
according to the laws of the State of Tennessee, and the parties agree that exclusive jurisdiction over the enforcement of this License Agreement shall be appropriate in the state or federal courts of
the State of Tennessee. The parties agree that any breaches hereof shall cause irreparable injury to the nonbreaching party and that an injunction shall be an appropriate remedy. 


        Section 10.02    Amendment and Waiver. No amendment, modification or discharge of this Agreement, and no waiver
hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver
shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any
other time. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by either of the parties, on one or more
occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as
a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that either party otherwise
may have at law or in equity. 


Exh. D-5





 



        Section 10.03    Severability. In the event any provision of this Agreement shall be invalid or unenforceable, it shall
be deemed to be separate and shall not affect any other provision of this License Agreement. 



        Section 10.04    Assignment. This Agreement including the licenses granted herein is not assignable or transferable by
agreement or by operation of law without the express written consent of Licensor. Any such unauthorized assignment or transfer shall be null and void and of not legal effect. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. 


        Section 10.05    Notices. All notices, requests, demands and other communications required to be in writing under this
Agreement shall be addressed as follows and notice shall be considered given five (5) days following dispatch by first class mail, postage prepaid or if transmitted by facsimile, when
confirmed: 


If
to Licensor: 



Protective
Life Corporation

2801 Highway 280 South

Birmingham, Alabama 35223

Telephone: (205) 879-9230

Facsimile: (818) 729-1800

Attn: Judy Wilson


 




If
to Licensee: 



The
Protective Life Secured Trust specified in the Omnibus Investment

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Telephone: (302) 636-6000

Facsimile: (302) 636-4140

Attn: Corporate Trust Administration 




        Section 10.06
Trustee. This Agreement has been executed on behalf of the Licensee by the Trustee solely in its capacity as trustee
of the Licensee, and not in its individual capacity. In no case shall the Trustee (or any entity acting as successor or additional trustee) be personally liable for or on account of any of the
statements, representations, warranties, covenants or obligations of the Licensee hereunder, any right to assert any such liabilities against the Trustee (or any entity acting as successor or
additional trustee) being hereby waived by the other party hereto; provided, however, that such waiver shall not affect the liability of the Trustee (or any entity acting as successor or additional
trustee) to any person under any other agreement to the extent expressly agreed to in its individual capacity thereunder. 


        Section 10.07
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original. 


        Section 10.08  Equitable Relief. Licensee acknowledges that Licensor will suffer irreparable harm as a result of the material breach
by Licensee of any covenant or agreement to be performed or observed by Licensee under this Agreement, and acknowledges that Licensor shall be entitled to apply for and receive from any court or
administrative body of competent jurisdiction a temporary restraining order, preliminary injunction and/or permanent injunction, without any necessity of proving damages, enjoining Licensee from
further breach of this Agreement or further infringement or impairment of the rights of Licensor. 



        Section 10.09  Further Assurances. Each of the parties hereto agrees to execute all such further instruments and documents and to
take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement. The parties shall act in good faith in the performance of their
obligations under this Agreement. 


Exh. D-6





 
 
 

APPENDIX A
  TO STANDARD LICENSE AGREEMENT TERMS    
    
  
    LICENSED MARKS


        [Protective Life Corporation Logo]  



        [Protective Life Corporation Logo]
  


        Doing the right thing is smart business.®  


Exh. D-7









EXHIBIT E


 


STANDARD INDENTURE TERMS


 


with respect to


 


PROTECTIVE LIFE SECURED TRUSTS


 


Secured Medium-Term Notes and InterNotes®


 


 


Dated as of November 7, 2003


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE
  1

  
	
  Definitions and Other Provisions of General
  Application

  
	
  SECTION
  1.01.  Definitions

  
	
  SECTION
  1.02.  Compliance Certificates and
  Opinions

  
	
  SECTION
  1.03.  Form of Documents Delivered to
  Indenture Trustee

  
	
  SECTION
  1.04.  Acts of Holders

  
	
  SECTION
  1.05.  Notices

  
	
  SECTION
  1.06.  Notice to Holders; Waiver

  
	
  SECTION
  1.07.  Severability

  
	
  SECTION
  1.08.  Successors and Assigns

  
	
  SECTION
  1.09.  Benefits of Indenture

  
	
  SECTION
  1.10.  Language of Notices

  
	
  SECTION
  1.11.  Governing Law

  
	
  SECTION
  1.12.  Waiver of Jury Trial

  
	
  SECTION
  1.13.  Counterparts

  
	
  SECTION
  1.14.  Third Party Beneficiaries

  
	
  SECTION
  1.15.  Conflict with Trust Indenture
  Act

  
	
   

  
	
  ARTICLE
  2

  
	
  The Notes

  
	
  SECTION
  2.01.  Forms Generally

  
	
  SECTION
  2.02.  No Limitation on Aggregate
  Principal Amount of Notes

  
	
  SECTION
  2.03.  Listing

  
	
  SECTION
  2.04.  Redemption

  
	
  SECTION
  2.05.  Execution, Authentication and
  Delivery Generally

  
	
  SECTION
  2.06.  Registration

  
	
  SECTION
  2.07.  Transfer

  
	
  SECTION
  2.08.  Mutilated, Destroyed, Lost and
  Stolen Notes

  
	
  SECTION
  2.09.  Payment of Interest; Rights To
  Interest Preserved

  
	
  SECTION
  2.10.  Cancellation

  
	
  SECTION
  2.11.  Persons Deemed Owners

  
	
  SECTION
  2.12.  Tax Treatment; Tax Returns and
  Reports

  
	
  SECTION
  2.13.  No Partners

  
	
   

  
	
  ARTICLE
  3

  
	
  Covenants, Representations and Warranties

  
	
  SECTION
  3.01.  Payment of Principal and any
  Premium, Interest and Additional Amounts

  
	
  SECTION
  3.02.  Collection Account

  
	
  SECTION
  3.03.  Agreements of the Paying Agent

  
	
  SECTION
  3.04.  Maintenance of Office or Agency

  
	
  SECTION
  3.05.  Duties of the Agents

  
	
  SECTION
  3.06.  Duties of the Transfer Agent

  
	
  SECTION
  3.07.  Duties of the Registrar

  
	
  SECTION
  3.08.  Unclaimed Monies

  



 


i

















 


	
  SECTION
  3.09.  Protection of Collateral

  
	
  SECTION
  3.10.  Opinions as to Collateral;
  Annual Statement as to Compliance

  
	
  SECTION
  3.11.  Performance of Obligations

  
	
  SECTION
  3.12.  Existence

  
	
  SECTION
  3.13.  Reports; Financial Information;
  Notices of Defaults

  
	
  SECTION
  3.14.  Payment of Taxes and Other
  Claims

  
	
  SECTION
  3.15.  Negative Covenants

  
	
  SECTION
  3.16.  Non-Petition

  
	
  SECTION
  3.17.  Title to the Collateral

  
	
  SECTION
  3.18.  Withholding and Payment of
  Additional Amounts

  
	
  SECTION
  3.19.  Additional Representations and
  Warranties

  
	
  SECTION
  3.20.  Ancillary Documents

  
	
   

  
	
  ARTICLE
  4

  
	
  Granting of Security Interest and Assignment for Collateral Purposes

  
	
  SECTION
  4.01.  Creation

  
	
  SECTION
  4.02.  Scope

  
	
  SECTION
  4.03.  Termination of Security
  Interest

  
	
   

  
	
  ARTICLE
  5

  
	
  Satisfaction  and Discharge; Subrogation

  
	
  SECTION
  5.01.  Satisfaction and Discharge of
  Indenture

  
	
  SECTION
  5.02.  Application of Trust Money

  
	
   

  
	
  ARTICLE
  6

  
	
  Defaults and Remedies

  
	
  SECTION
  6.01.  Events of Default

  
	
  SECTION
  6.02.  Acceleration of Maturity Date;
  Rescission and Annulment

  
	
  SECTION
  6.03.  Collection of Indebtedness and
  Suits for Enforcement

  
	
  SECTION
  6.04.  Indenture Trustee May File
  Proofs of Claim

  
	
  SECTION
  6.05.  Indenture Trustee May Enforce
  Claims Without Possession of Notes

  
	
  SECTION
  6.06.  Application of Money Collected

  
	
  SECTION
  6.07.  Limitation on Suits

  
	
  SECTION
  6.08.  Unconditional Rights of Holders
  to Receive Payments

  
	
  SECTION
  6.09.  Restoration of Rights and
  Remedies

  
	
  SECTION
  6.10.  Rights and Remedies Cumulative

  
	
  SECTION
  6.11.  Delay or Omission Not Waiver

  
	
  SECTION
  6.12.  Control by Holders

  
	
  SECTION
  6.13.  Waiver of Past Defaults

  
	
  SECTION
  6.14.  Undertaking for Costs

  
	
  SECTION
  6.15.  Waiver of Stay or Extension
  Laws

  
	
   

  
	
  ARTICLE
  7

  
	
  The Indenture Trustee and Other Agents

  
	
  SECTION
  7.01.  Duties of Indenture Trustee and
  Agents

  
	
  SECTION
  7.02.  No Liability to Invest

  
	
  SECTION
  7.03.  Performance Upon Default

  



 


ii

















 


	
  SECTION
  7.04.  No Assumption by Paying Agent,
  Transfer Agent, Calculation Agent or Registrar

  
	
  SECTION
  7.05.  Notice of Default

  
	
  SECTION
  7.06.  Rights of Indenture Trustee

  
	
  SECTION
  7.07.  Not Responsible for Recitals or
  Issuance of Notes

  
	
  SECTION
  7.08.  Indenture Trustee May Hold
  Notes

  
	
  SECTION
  7.09.  Money Held in Trust

  
	
  SECTION
  7.10.  Compensation and Reimbursement

  
	
  SECTION
  7.11.  Eligibility

  
	
  SECTION
  7.12.  Resignation and Removal;
  Appointment of Successor

  
	
  SECTION
  7.13.  Acceptance of Appointment by
  Successor

  
	
  SECTION
  7.14.  Merger, Conversion,
  Consolidation or Succession to Business of Indenture Trustee

  
	
  SECTION
  7.15.  Co-trustees

  
	
  SECTION
  7.16.  Appointment and Duties of the
  Calculation Agent

  
	
  SECTION
  7.17.  Changes in Agents

  
	
  SECTION
  7.18.  Limitation of Wilmington
  Liability

  
	
   

  
	
  ARTICLE
  8

  
	
  Supplemental Indentures

  
	
  SECTION
  8.01.  Supplemental Indentures Without
  Consent of Holders

  
	
  SECTION
  8.02.  Supplemental Indenture With
  Consent of Holders

  
	
  SECTION
  8.03.  Execution of Supplemental
  Indentures

  
	
  SECTION
  8.04.  Effect of Supplemental
  Indenture

  
	
  SECTION
  8.05.  Reference in Notes to
  Supplemental Indentures

  
	
  SECTION
  8.06.  Conformity with Trust Indenture
  Act

  
	
   

  
	
  ARTICLE
  9

  
	
  Non-Recourse Provisions

  
	
  SECTION
  9.01.  Nonrecourse Enforcement

  
	
   

  
	
  ARTICLE
  10

  
	
  Meetings of Holders of Notes

  
	
  SECTION
  10.01.  Purposes for Which Meetings
  May be Called

  
	
  SECTION
  10.02.  Call, Notice and Place of
  Meetings

  
	
  SECTION
  10.03.  Persons Entitled to Vote at
  Meetings

  
	
  SECTION
  10.04.  Quorum; Action

  
	
  SECTION
  10.05.  Determination of Voting
  Rights; Conduct and Adjournment of Meetings

  
	
  SECTION
  10.06.  Counting Votes and Recording
  Action of Meetings

  
	
   

  
	
  ARTICLE
  11

  
	
  Notes in Foreign Currencies

  
	
  SECTION
  11.01.  Notes in Foreign Currencies

  



 


iii

















 


EXHIBITS


 


	
  Exhibit
  A-1

  	
  Form
  of Retail Note

  
	
  Exhibit
  A-2

  	
  Form
  of Institutional Global Note

  
	
  Exhibit
  A-3

  	
  Form
  of Institutional Definitive Note

  



 


iv

















 


Reconciliation and tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”)

and Indenture


 


 


	
  Trust Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  §310(a)

  	
   

  	
  7.11

  
	
   (b)

  	
   

  	
  7.11

  
	
  §311(a)

  	
   

  	
  7.08

  
	
  §312(a)

  	
   

  	
  3.13

  
	
   (b)

  	
   

  	
  3.13

  
	
   (c)

  	
   

  	
  3.13

  
	
  §313(a)

  	
   

  	
  3.13

  
	
   (b)

  	
   

  	
  3.13

  
	
   (c)

  	
   

  	
  3.13

  
	
   (d)

  	
   

  	
  3.13

  
	
  §314(a)

  	
   

  	
  3.10

  
	
   (b)

  	
   

  	
  3.10

  
	
   (c)

  	
   

  	
  3.10

  
	
   (d)

  	
   

  	
  3.10

  
	
   (e)

  	
   

  	
  1.03, 3.10

  
	
  §315(c)

  	
   

  	
  7.01

  
	
  §316(a)(1)
  (A)

  	
   

  	
  6.02, 6.12

  
	
   (a)(1)(B)

  	
   

  	
  6.13

  
	
   (b)

  	
   

  	
  6.08

  
	
   (c)

  	
   

  	
  1.04

  
	
  §317(a)(1)

  	
   

  	
  6.03

  
	
  (a)(2)

  	
   

  	
  6.04

  
	
  (b)

  	
   

  	
  3.03

  
	
  §318(a)

  	
   

  	
  1.15

  
	
   (c)

  	
   

  	
  1.15

  



 


Note:  This reconciliation and
tie shall not, for any purpose, be deemed to be part of the Indenture.


 


Attention should also be
directed to Section 318(c) of the Trust Indenture Act, which provides that
certain provisions of Sections 310 to and including 317 are a part of and
govern every qualified indenture, whether or not physically contained herein.


 


v

















 


STANDARD INDENTURE TERMS


 


This document
constitutes the Standard Indenture Terms, dated as of November 7, 2003, which
are incorporated by reference in one or more Indentures (included in Section E
of the Omnibus Instrument, as defined below), by and among a Protective Life
Secured Trust and the Indenture Trustee, Registrar, Transfer Agent, Paying
Agent and Calculation Agent for such Trust, in connection with the Program (all
as defined herein).


 


These Standard
Indenture Terms shall be of no force and effect unless and until incorporated
by reference into, and then only to the extent not modified by, an Indenture.


 


The following
terms and provisions shall govern the Notes subject to contrary terms and
provisions expressly adopted in any Indenture, any supplemental indenture or
the Notes which contrary terms shall be controlling.


 


ARTICLE 1


Definitions and Other Provisions of General Application


 


SECTION 1.01. 
Definitions.  For all purposes of this Indenture, of all
indentures supplemental hereto and of all Notes issued hereunder or thereunder,
except as otherwise expressly provided or unless the context otherwise
requires:


 


(a)                                  the
terms defined in this Indenture have the meanings assigned to them in this
Article 1, and include the plural as well as the singular;


 


(b)                                 all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United
States, and, except as otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted at the date of such computation in the United States;


 


(c)                                  the
word “including” shall be construed to be followed by the words “without
limitation”;


 


(d)                                 Article
and Section headings are for the convenience of the reader and shall not be
considered in interpreting this Indenture or the intent of the parties hereto;
and


 


(e)                                  the
words “hereby”, “herein”, “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section, Exhibit or other subdivision.


 


(f)                                    References
herein to Articles, Sections, Exhibits and Schedules shall, refer respectively
to Articles, Sections, Exhibits and Schedules of these Standard Indenture
Terms, unless otherwise expressly provided.


 


“Act”, with respect to any Holder, has the
meaning set forth in Section 1.04.


 


1

















 


“Additional Amounts”  means additional amounts which are required
hereby to be paid by the Trust to Holders pursuant to Section 3.18 or
additional amounts which are required pursuant to the Funding Agreement, under
circumstances specified therein, to be paid by Protective Life to the Funding
Agreement Holder, to compensate for any withholding or deduction for or on the
account of any present or future taxes, duties, levies, assessments or
governmental charges of whatever nature imposed or levied on payments in
respect of such Note or Funding Agreement, as applicable, by or on behalf of
any governmental authority in the United States having the power to tax, so
that the net amount received by the Holder or the Funding Agreement Holder,
will equal the amount that would have been received under such Note or Funding
Agreement, had no such deduction or withholding been required.


 


“Administrative Services Agreement” means
that certain Administrative Services Agreement, dated as of the date specified
in the Omnibus Instrument, by and between Wilmington, on behalf on the Trust
and the Administrator, as the same may be amended, modified or supplemented
from time to time.


 


“Administrator” means, unless otherwise
specified in this Indenture, AMACAR Pacific Corporation in its capacity as
Administrator pursuant to the Administrative Services Agreement, and shall also
include its permitted successors and assigns as Administrator thereunder.


 


“Affiliate” means, as applied to any Person,
any other Person directly or indirectly controlling, controlled by, or under
direct or indirect common control with, that Person and, in the case of an
individual, any spouse or other member of that individual’s immediate family.
For the purposes of this definition, “control” (including with correlative
meanings, the terms “controlling”, “controlled by” and “under common control
with”), as applied to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting securities or by contract
or otherwise.


 


“Agent” means any of
the Registrar, Transfer Agent, Paying Agent or Calculation Agent.


 


“Authorized Newspaper” means a newspaper, in
an official language of the place of publication or in the English language,
customarily published on each day that is a business day in the place of
publication, whether or not published on days that are not business days in the
place of publication, and of general circulation in each place in connection
with which the term is used or in the financial community of each such
place.  Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and, in each case, on any day that is a business day in
the place of publication.


 


“Authorized Signatories” mean Responsible
Officers authorized to execute documents on behalf of the Trust.


 


“Banking Day”  means a day (other than a Saturday or Sunday) on which commercial
banks are generally open for business (including dealings in foreign exchange
and foreign currency deposits) in the place where the specified office of the
Paying Agent or, as the case may be, the Registrar, is located.


 


2

















 


“Business Day” means (i) for any Note, any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York, (ii) for purposes of interest
determination dates for LIBOR Notes only, any day on which dealings in deposits
in U.S. Dollars are transacted, or with respect to any future date are expected
to be transacted, in the London interbank market, (iii) for Notes that have a
Specified Currency other than U.S. Dollars only, and other than Notes
denominated in euros, any day that, in the Principal Financial Center of the
country of the Specified Currency, is not a day on which banking institutions
generally are authorized or obligated by law to close, and (iv) for Notes that
have euros as the Specified Currency, a day on which the TARGET System is open.


 


“Calculation Agent” means, in relation to
the Notes, the institution appointed as calculation agent for the purposes of
the Notes and named as such in the relevant Pricing Supplement.  For such purpose, the Paying Agent accepts
its appointment as such pursuant to Section 7.16.


 


“Clearing System” means DTC and any other
Clearing System specified in the relevant Pricing Supplement.


 


“Code” means the Internal Revenue Code of
1986, as amended, including any successor or amendatory statutes and any
applicable rules, regulations, notices or orders promulgated thereunder.


 


“Collateral” means, with respect to the
Notes, the right, title and interest of the Trust in and to (i) the Funding
Agreements held in the Trust, (ii) all proceeds of the Funding Agreement and
all amounts and instruments on deposit from time to time in the Trust’s
Collection Account, (iii) all books and records pertaining to the Funding
Agreement(s), and (iv) all rights of the Trust pertaining to the foregoing.


 


“Collection Account” means an account with
the Indenture Trustee in the name of the Trust or such other account with a
depositary institution that is rated at least 
AA- or Aa3 by a nationally recognized statistical rating organization as
may be designated by Wilmington or the Administrator, which account shall be
segregated from other accounts held by the Indenture Trustee or such other
depositary institution.


 


“Commission” means the Securities and
Exchange Commission or any successor body performing such duties of the
Commission.


 


“Contingent Obligation” means, as applied to
any Person, without duplication, any direct or indirect liability, contingent
or otherwise, of that Person (i) with respect to any Indebtedness, lease,
dividend, letter of credit or other obligation of another if the primary purpose
or intent thereof by the Person incurring the Contingent Obligation is to
provide assurance to the obligee of such obligation of another that such
obligation of another will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such obligation
will be protected (in whole or in part) against loss in respect thereof, (ii)
under any letter of credit issued for the account of or for which that Person
is otherwise liable for reimbursement thereof, (iii) under agreements providing
for the hedging or limitation of interest


 


3

















 


rate or currency risk, (iv)
under any performance bond or other surety arrangement, (v) under any direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with
recourse by such Person of the obligation of another, or (vi) for the
obligations of another through any agreement (contingent or otherwise).


 


“Corporate Trust Office” means the office of
the Indenture Trustee at which the corporate trust business of the Indenture
Trustee shall, at any particular time, be principally administered, which
office at the date of this Indenture is located as indicated in Section 1.05.


 


“Dealer” means the dealers identified in the
Distribution Agreement or the agents identified in the Selling Agent Agreement,
as applicable.


 


“Default” means any occurrence that is, or
with notice or the lapse of time or both would become, an Event of Default.


 


“Defaulted Interest” has the meaning set
forth in Section 2.09.


 


“Definitive Note” means a Note in
certificated and registered form.


 


“Depositary” means the Person designated as
Depositary by the Trust pursuant to this Indenture, which Person, if required
by any applicable law, regulation or exchange requirement, must be a clearing
agency registered under the Securities Exchange Act and, if so provided with
respect to any Note, any successor to such Person.  Initially, the “Depositary” shall be DTC.


 


“Distribution Agreement” means that certain
Distribution Agreement, dated as of the date specified in the Omnibus
Instrument, by and among the Trust, Protective Life and the dealers named
therein relating to the issuance and sale of the Notes under the Trust’s
Secured Medium-Term Note Program, as the same may be amended, modified or
supplemented.


 


“Dollars”, “$”, “U.S.  $” and “U.S.
Dollars” mean such coin or currency of the United States as at the
time shall be legal tender for the payment of public or private debts.


 


“DTC” means The Depository Trust Company,
and its successors and assigns.


 


“Event of Default” has the meaning set forth
in Section 6.01.


 


“Expense and Indemnity Agreement” means that
certain Expense and Indemnity Agreement, dated as of the date specified in the
Omnibus Instrument, by and among Protective Life and each of Wilmington, on
behalf of the Trust and itself, the Indenture Trustee, and the Administrator
and any service provider that may become a party to such agreement from time to
time, as the same may be amended, modified or supplemented from time to time.


 


“European Union Directive” means any law,
regulation, directive or any interpretation by the European Union or a member
nation of the European Union which requires the withholding or deduction of any
amounts payable under the Notes or the Funding Agreement.


 


4

















 


“Funding Agreement” means that certain
funding agreement (or funding agreements), entered into by and between
Protective Life and the Trust and subsequently pledged and collaterally
assigned to the Indenture Trustee for the benefit of the holders of the Notes,
as it may be modified, restated, replaced, supplemented or otherwise amended
from time to time in accordance with the terms thereof.


 


“Funding Agreement Holder”  means
the holder of the Funding Agreement specified as such in the Funding Agreement.


 


“Global Note” means a Note issued in
book-entry and registered form.


 


“Holder” means the Person in whose name such
Note is registered in the Register.


 


“Indebtedness” means, as applied to any
Person, (i) all indebtedness for borrowed money or for the deferred purchase
price of property or services in respect of which such Person is liable,
contingent or otherwise, or in respect of which such Person otherwise assures a
creditor against loss (excluding trade accounts payable and accrued expenses
arising in the ordinary course of business as determined in good faith by such
Person), (ii) that portion of obligations with respect to capital leases which
is properly classified as a liability on a balance sheet in conformity with
generally accepted accounting principles, (iii) obligations evidenced by bonds,
notes, debentures or similar instruments of such Person, and notes payable by
such Person and drafts accepted by such Person representing extensions of
credit whether or not representing obligations for borrowed money, (iv) the
face amount of all drafts drawn thereunder; and (v) all indebtedness secured by
any Lien on any property or asset owned or held by that Person regardless of
whether the indebtedness secured thereby shall have been assumed by that Person
or is non-recourse to the credit of that Person.


 


“Indenture” means that certain Indenture,
dated as of the date specified in the Omnibus Instrument, by and between the
Indenture Trustee and the Trust, as amended or supplemented from time to time
which incorporates by reference these Standard Indenture Terms, and shall
include the terms of the Notes established as contemplated hereunder and
thereunder.


 


“Indenture Trustee” means, unless otherwise
specified in this Indenture, The Bank of New York and, subject to the
provisions of Article 7 hereof, shall also include its successors and
assigns as Indenture Trustee hereunder.


 


“Interest Payment Date” means, with respect
to the Notes, each date on which interest is paid to the Holders of the Notes
as specified in this Indenture.


 


“Investment Company Act” means the
Investment Company Act of 1940, as amended, as it may be amended or
supplemented from time to time, and any successor statute thereto, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.


 


“Issuance Date” means the original date of
issuance of the Notes.


 


“LIBOR Notes” means Notes that bear interest
based on LIBOR (as defined in the Notes).


 


5

















 


“License Agreement” means that certain
License Agreement between Wilmington, on behalf of the Trust and Protective
Life Corporation, dated as of the date specified in the Omnibus Instrument, as
the same may be amended, modified or supplemented from time to time.


 


“Lien” means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including without limitation any
conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of any financing statement under the UCC or comparable law of any
jurisdiction).


 


“Maturity Date” means, with respect to the
Notes, the date on which the principal of the Notes becomes due and payable as
therein or herein provided, whether at the Stated Maturity Date thereof or by
declaration of acceleration or otherwise.


 


“Nonrecourse Parties” has the meaning set
forth in Section 9.01.


 


“Note” means any note designated in this
Indenture and authenticated and delivered under this Indenture, which is in
registered form and may be represented by a Global Note or a Definitive Note,
and which shall be substantially in the forms attached as Exhibit A-1, Exhibit
A-2 and Exhibit A-3, and “Notes”
means the secured notes of the Trust represented by such Note.


 


“Notice of Default” has the meaning set
forth in Section 6.01.


 


“Office or Agency” means with respect to the
Notes, an office or agency of the Trust, the Indenture Trustee, the Paying
Agent or the Registrar, as the case may be, maintained or designated as the
Place of Payment for such Notes pursuant to Section 3.04 or any other
office or agency of the Trust, Indenture Trustee, Paying Agent or Registrar, as
the case may be, maintained or designated for such Notes pursuant to Section
3.04.


 


“Omnibus Instrument” means the omnibus
instrument pursuant to which certain Program Documents are executed and the
Trust is established.


 


“Opinion of Counsel” means a written opinion
addressed to the Indenture Trustee (among other addressees) by legal counsel,
who may be internal legal counsel to Protective Life, who may, except as
otherwise expressly provided in this Indenture, be counsel for the Trust or
Protective Life  or other counsel
and who shall be reasonably satisfactory to the Indenture Trustee.


 


“Outstanding” means, with respect to the
Notes, as of any date of determination, all of the Notes theretofore
authenticated and delivered under this Indenture or in one or more indentures
supplemental hereto or thereto, except:


 


(i)                                     Notes
theretofore cancelled by the Indenture Trustee or delivered to the Indenture
Trustee for cancellation;


 


6

















 


(ii)                                  Notes
or portions thereof for the payment or redemption of which money in the
necessary amount has been theretofore deposited with the Indenture Trustee or
any Paying Agent in trust for the Holders of such Notes, provided that, if such Notes are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Indenture Trustee has been
made;


 


(iii)                               Notes
in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture unless proof satisfactory to the Indenture
Trustee is presented that any such Notes are held by a holder in due course;


 


(iv)                              Notes
alleged to have been destroyed, lost, stolen or mutilated and surrendered to
the Indenture Trustee for which either replacement Notes have been issued or
payment has been made as provided for in Section 2.08 unless proof
satisfactory to the Indenture Trustee is presented that any such Notes are held
by a holder in due course; and


 


(v)                                 Notes
represented by Global Notes to the extent that they shall have been duly
exchanged for Definitive Notes pursuant to this Indenture unless proof
satisfactory to the Indenture Trustee is presented that any such Notes are held
by a holder in due course;


 


provided further, however, that in determining
whether the Holders of the requisite percentage of the principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Notes owned by the Trust or any Affiliate
of the Trust shall be disregarded and deemed not to be Outstanding, except that
in determining whether the Indenture Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Notes that the Indenture Trustee knows to be so owned shall be so
disregarded.  Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee that the pledgee is
entitled so to act with respect to such Notes and that the pledgee is not the
Trust or any Affiliate of the Trust.


 


“Paying Agent” means, unless otherwise
specified in this Indenture or a supplemental indenture, the Indenture Trustee,
in its capacity as paying agent under this Indenture or its successors or assigns.


 


“Person” means any natural person,
corporation, limited partnership, general partnership, joint stock company,
joint venture, association, company, limited liability company, trust
(including any beneficiary thereof), bank, trust company, land trust, business
trust or other organization, whether or not a legal entity, and governments and
agencies and political subdivisions thereof.


 


“Place of Payment” means the place where the
principal of, premium, if any, and interest on the Notes are payable which,
unless otherwise specified in this Indenture, shall be the address specified in
Section 1.05 for the Indenture Trustee.


 


7

















 


“Pricing Supplement” means the pricing
supplement attached to the Omnibus Instrument as Exhibit G as prepared by the
Trust in connection with the issuance by the Trust of its Notes and agreed to
by Protective Life, the Trust and the relevant dealers or agents appointed
under the Distribution Agreement and/or Selling Agent Agreement, as the case
may be, as such Pricing Supplement may be amended, modified, supplemented or
replaced from time to time.


 


“Principal Financial Center” means, as
applicable, the capital city of the country issuing the Specified Currency; provided, however, that with respect to
United States Dollars, Australian dollars, Canadian dollars, and Swiss francs,
the “Principal Financial Center” shall be The City of New York, Sydney, Toronto
and Zurich, respectively.


 


“Proceeds” means all of the proceeds of, and
all other profits, products, rents, principal payments, interest payments or
other receipts, in whatever form, arising from the collection, sale, lease,
exchange, assignment, licensing or other disposition or maturity of, or other
realization upon, a Funding Agreement, including without limitation all claims
of the Trust against third parties for loss of, damage to or destruction of, or
for proceeds payable under, a Funding Agreement, in each case whether now
existing or hereafter arising.


 


“Program” means, the Secured Note Program of
the Protective Life Secured Trusts.


 


“Program Documents” means this Indenture,
each Note, the Omnibus Instrument, the Trust Agreement, the Funding Agreement,
the Distribution Agreement, the Selling Agent Agreement, the Administrative Services
Agreement, the License Agreement and the Expense and Indemnity Agreement and
any other documents or instruments entered into by, with respect to, or on
behalf of, the Trust.


 


“Protective Life” means Protective Life
Insurance Company, a Tennessee insurance company, or any successor thereto.


 


“Rating Agency” means any rating agency that
has rated either the Program for the issuance of Notes as set forth in the
Registration Statement or the Notes.


 


“Redemption Price” means the price at which
the Notes are to be redeemed pursuant to Section 2.04, as set forth in
the applicable Pricing Supplement or a supplemental indenture.


 


“Register” has the meaning set forth in Section
2.06.


 


“Registrar” means, unless otherwise
specified in this Indenture or a supplemental indenture, the Indenture Trustee,
in its capacity as registrar under this Indenture, or its successors or
assigns.


 


“Registration Statement” means (a) a
registration statement on Form S-3 or other appropriate form, including the
prospectus, prospectus supplements and the exhibits included therein, any
pre-effective or post-effective amendments thereto and any registration
statements filed subsequent thereto under rules promulgated under the
Securities Act, relating to the registration under the Securities Act of the
Notes of the Trust and the Funding Agreement, (b) any preliminary prospectus or
prospectus supplements thereto relating to the Notes of the Trust required to
be filed pursuant to the Securities Act and any documents or filings
incorporated 


 


8

















 


therein by reference, and (c) a
registration statement and such other documents, forms or filings as may be
required by the Securities Act or the Trust Indenture Act, or other securities
laws in each case relating to the  Notes
of the Trust.


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on the Notes means the date specified for
that purpose in such Note or this Indenture.


 


“Relevant Financial Center” means such
financial center or centers as may be specified in the relevant Pricing
Supplement in relation to the relevant currency for the purposes of the
definition of “Specified Business Day.”


 


“Relevant Purchasing Agent” means the lead
purchasing agent (in a firm commitment offering of Notes) or lead selling agent
(in a best efforts offering of Notes) appointed pursuant to the Distribution
Agreement or the Selling Agent Agreement, as the case may be.


 


“Responsible Officer” means, with respect to
the Indenture Trustee or Wilmington, any vice president, assistant vice
president, any assistant secretary, any assistant treasurer, any trust officer
or assistant trust officer, or any other officer of the Indenture Trustee or
Wilmington, as the case may be, customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his or her knowledge of and familiarity with the
particular subject, and also, with respect to Wilmington, having direct
responsibility for the administration of the Trust, or with respect to the
Indenture Trustee, having direct responsibility for the administration of this
Indenture.


 


“Secured Obligations” means the obligations
of the Trust secured under the Notes and this Indenture, including (i) all
principal of, premium, if any, and interest (including, without limitation, any
interest which accrues after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency or reorganization of the Trust,
whether or not allowed or allowable as a claim in any such proceeding) on such
Notes or pursuant to this Indenture, (ii) all other amounts payable by the
Trust hereunder or under such Notes including all Additional Amounts (if
applicable) and all costs and expenses (including without limitation attorneys’
fees) incurred by the Indenture Trustee (to the extent not paid pursuant to the
Expense and Indemnity Agreement) and (iii) any renewals or extensions of the
foregoing.


 


“Securities Act” means the Securities Act of
1933, as it may be amended or supplemented from time to time, and any successor
statute thereto, and the rules, regulations and published interpretations of
the Commission promulgated thereunder from time to time.


 


“Securities Exchange Act” means the
Securities Exchange Act of 1934, as it may be amended or supplemented from time
to time, and any successor statute thereto, and the rules, regulations and
published interpretations of the Commission promulgated thereunder from time to
time.


 


“Selling Agent Agreement” means that certain
Selling Agent Agreement, dated as of the date specified in the Omnibus
Instrument, by and among the Trust, Protective Life and the agents named therein
relating to the issuance and sale of the Notes under the Trust’s InterNotes®
Program, as the same may be amended, modified or supplemented.


 


9

















 


“Series of Notes” means
the series of Notes issued by the Trust; and a Series of Notes may comprise
Notes in more than one denomination.


 


“Special Record Date” means a date fixed by
the Indenture Trustee pursuant to Section 2.09 for the payment of any
Defaulted Interest on any Note.


 


“Specified Business Day” means a day (other
than a Saturday or Sunday or a legal holiday) on which commercial banks and
foreign exchange markets are generally open for business and settle payments in
the Relevant Financial Center in respect of the Notes or, in relation to Notes
payable in euro, a day on which the TARGET System is operating and, in either
case, a day (other than a Saturday or Sunday) on which commercial banks are
generally open for business and foreign exchange markets settle payments in any
place specified in the relevant Pricing Supplement.


 


“Specified Currency” means the currency in
which the Notes are denominated (or, if such currency is no longer legal tender
for the payment of public and private debts in the country issuing such
currency or, in the case of euro, in the member states of the European Union
that have adopted the single currency in accordance with the Treaty on
establishing the European Community, as amended by the Treaty on European
Union, such currency which is then such legal tender).


 


“Standard Indenture Terms” means this
document, the Standard Indenture Terms.


 


“Stated Maturity Date” means, with respect
to any Note or any installment of interest thereon, the date specified in such
Note, as the fixed date on which the principal of such Note or such installment
of interest is due and payable.


 


“Sterling” means such coin or currency of
the United Kingdom as at the time shall be legal tender for the payment of
public or private debts.


 


“TARGET System”  means the Trans-European Automated Real-Time Gross Settlement
Express Transfer System.


 


“Transfer Agent” means, unless otherwise
specified in this Indenture or a supplemental indenture, the Indenture Trustee,
in its capacity as transfer agent under this Indenture or its successors or
assigns.


 


“Treasury Regulations” means the regulations
promulgated by the United States Treasury Department pursuant to the Code.


 


“Trust” means the Protective Life Secured
Trust specified in the Omnibus Instrument, which shall be a statutory trust or
a common law trust (as indicated in the Pricing Supplement), formed under the
laws of the State of Delaware, in the case of a common law trust, acting by and
through Wilmington and/or the Administrator, as the case may be, together with
its permitted successors and assigns.


 


10

















 


“Trust Agreement” means that certain
Statutory Trust Agreement or Common Law Trust Agreement, as applicable,
included in the Omnibus Instrument, declaring and establishing the Trust, as
may be amended, modified or supplemented from time to time.


 


“Trust Beneficial Interest” has the meaning
set forth in the Trust Agreement.


 


“Trust Beneficial Owner” means the
beneficial owner of the Trust Beneficial Interest.


 


“Trust Certificate” means a certificate
signed by one or more Responsible Officers of Wilmington on behalf of the Trust
and delivered to the Indenture Trustee.


 


“Trust Indenture Act” means the Trust
Indenture Act of 1939, as it may be amended or supplemented from time to time,
and any successor statute thereto, and the rules, regulations and published
interpretations of the Commission promulgated thereunder from time to time.


 


“Trust Order” or “Trust Request” means a written statement, request or order of
the Trust signed in its name by Wilmington and delivered to the Indenture
Trustee.


 


“UCC” means the Uniform Commercial Code, as
from time to time in effect in the State of New York; provided that, with respect to the
perfection, effect of perfection or non-perfection, or priority of any security
interest in the Collateral, “UCC” shall mean the Uniform Commercial Code, as
from time to time in effect in the applicable jurisdiction whose law governs
such perfection, non-perfection or priority.


 


“United States” means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.


 


“Wilmington” means, unless otherwise
specified in this Indenture, Wilmington Trust Company, not in its individual
capacity, but solely as Trustee under the Trust Agreement, and shall also
include its permitted successors and assigns hereunder.


 


SECTION 1.02. 
Compliance Certificates and
Opinions.  Upon any
application or request by the Trust to the Indenture Trustee to take any action
under any provision of this Indenture, the Trust shall furnish to the Indenture
Trustee a Trust Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture,
no additional certificate or opinion need be furnished.


 


SECTION 1.03. 
Form of Documents Delivered to
Indenture Trustee.


 


(a)                                  In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


11

















 


(b)                                 Any
certificate or opinion of the Trust may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by,
counsel, unless the Trust knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the
matters upon which its certificate or opinion is based are erroneous. Any such
certificate or opinion or any Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, the Trust stating that the information with respect to such
factual matters is in the possession of the Trust, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.  Any Opinion of Counsel may be based on the
written opinion of other counsel, in which event such Opinion of Counsel shall
be accompanied by a copy of such other counsel’s opinion and shall include a
statement to the effect that such counsel believes that such counsel and the
Indenture Trustee may reasonably rely upon the opinion of such other
counsel.  Any certificate or opinion of
the Trust or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant
or firm of accountants in the employ of Protective Life or the Trust, unless
the Trust knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the accounting
matters upon which its certificate, statement or opinion is based are
erroneous.


 


(c)                                  Where
any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.


 


(d)                                 Wherever
in this Indenture, in connection with any application or certificate or report
to the Indenture Trustee, it is provided that the Trust shall deliver any
document as a condition of the granting of such application, or as evidence of
compliance with any term hereof, it is intended that the truth and accuracy, at
the time of the granting of such application or at the effective date of such
certificate or report (as the case may be), of the facts and opinions stated in
such document shall in such case be conditions precedent to the right of the
Trust to have such application granted or to the sufficiency of such
certificate or report. The foregoing shall not, however, be construed to limit
the Indenture Trustee’s right to rely upon the truth and accuracy of any
statement or opinion contained in any such document as provided in Section
7.01.


 


(e)                                  Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (including one furnished pursuant to specific
requirements of this Indenture relating to a particular application or request)
shall substantially include:


 


(i)                                     a
statement that each individual signing such certificate or opinion has read
such covenant or condition and the definitions herein relating thereto;


 


(ii)                                  a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


12

















 


(iii)                               a
statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


 


(iv)                              a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.


 


SECTION 1.04. 
Acts of Holders.


 


(a)                                  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by any Holder may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holder in person or by one or more agents duly appointed
in writing.  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may, alternatively, be embodied
in and evidenced by the record of Holders of Notes voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders of Notes duly called and held in accordance with the provisions of Article
10, or a combination of such instruments and any such record.  Except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Indenture Trustee.  Such instrument or instruments and any such
record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act”
of the Holders signing such instrument or instruments or so voting at any
meeting.  Proof of execution of any such
instrument or of writing appointing any such agent, or of the holding by any
Person of a Note, shall be sufficient for any purpose of this Indenture and
(subject to Section 7.01) conclusive in favor of the Indenture Trustee,
and the Trust, if made in the manner provided in this Section 1.04.  The record of any meeting of Holders of
Notes shall be proved in the manner provided in Section 10.06.  Without
limiting the generality of this Section 1.04, unless otherwise provided
in or pursuant to this Indenture, a Clearing System that is or whose nominee is
a Holder of a Global Note may allow its account holders who have beneficial
interests in such Global Note credited to accounts with such Clearing System to
direct such Clearing System in taking such action through such Clearing
System’s standing instructions and customary practices.  The Clearing System shall report only one
result of its solicitation of proxies to the Indenture Trustee.


 


(b)                                 Subject
to Section 7.01, the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by the
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him or her the execution thereof.  Whenever such execution is by a signer
acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may be proved in any other manner that the Indenture
Trustee deems sufficient.


 


13

















 


(c)                                  The
ownership, principal amount and serial numbers of Notes held by any Person, and
the date of the commencement and the date of the termination of holding the
same, shall be proved by the Register.


 


(d)                                 Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Note shall bind every future Holder of the same Note and
the Holder of every Note issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Indenture Trustee or the Trust in reliance thereon,
whether or not notation of such action is made upon such Note.


 


(e)                                  Except
as provided in subsection (f) below, if the Trust shall solicit from the
Holders of Notes any Act referred to in Section 1.04(a), the Trust may,
at its option, fix in advance a record date for the determination of Holders
entitled to vote or consent in 
connection with any such Act, but the Trust shall have no obligation to
do so.  If such record date is fixed,
such Act may be given after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Notes have authorized or agreed or consented to such Act, and for
that purpose the Outstanding Notes shall be computed as of such record date; provided, that no such Act by Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date.  Nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Notes on the date such action
is taken.  Promptly after any record
date is set pursuant to this paragraph, the Trust shall cause notice of such
record date and the proposed action by Holders to be given to the Indenture
Trustee in writing and to each Holder of the Notes in the manner set forth in Section
1.06.


 


(f)                                    The
Indenture Trustee may set any day as a record date for the purpose of
determining the Holders entitled to join in the giving or making of (i) any
notice delivered pursuant to Section 6.01(d), (ii) any declaration of
acceleration referred to in Section 6.02, (iii) any request to institute
proceedings referred to in Section 6.07(b) or (iv) any direction
referred to in Section 6.12.  If
such a record date is fixed pursuant to this paragraph, the relevant action may
be taken or given after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Notes have authorized or agreed or consented to such action, and
for that purpose the Outstanding Notes shall be computed as of such record
date; provided, that no such
action by Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the 
provisions of this Indenture not later than six months  after the record date.  Nothing in this paragraph shall be construed
to prevent the Indenture Trustee from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Notes on the date such action
is taken.  Promptly after any record
date is set pursuant to this paragraph, the Indenture Trustee shall cause
notice of such record date and the proposed action by Holders to be given to
the Trust in writing and to each Holder of the Notes in the manner set forth in
Section 1.06.


 


14

















 


SECTION 1.05. 
Notices.  Any request, demand, authorization,
direction, notice, consent, waiver or other action required or permitted by this
Indenture to be made upon, given or furnished to, or filed with, the Indenture
Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation
Agent, the Trust and the Rating Agencies shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and sent
by fax, telex, or mailed, first-class mail or overnight courier, in each case
postage prepaid, at the address specified in this Section 1.05 or at any
other address previously furnished in writing.


 


	
  Such notices
  shall be addressed

  
	
   

  
	
  if to the
  Indenture Trustee, to:

  
	
   

  
	
  The Bank of
  New York

  
	
  100 Church
  Street

  
	
  8th
  Floor

  
	
  New York,
  New York  10286

  
	
  Facsimile:
  (212) 437-6151

  
	
  Attention:  Dealing and Trading

  
	
   

  
	
  if to the
  Registrar, Transfer Agent, Paying Agent and Calculation Agent, to:

  
	
   

  
	
  The Bank of
  New York

  
	
  100 Church
  Street

  
	
  8th
  Floor

  
	
  New York,
  New York  10286

  
	
  Facsimile:
  (212) 437-6151

  
	
  Attention:
  Dealing and Trading

  
	
   

  
	
  if to the
  Trust, to:

  
	
   

  
	
  Protective
  Life Secured Trust (followed by the number of the Trust designated in the
  Omnibus Instrument)

  
	
  c/o
  Wilmington Trust Company

  
	
  Rodney
  Square North

  
	
  1100 North
  Market Street

  
	
  Wilmington,
  Delaware  19890-0001

  
	
  Facsimile:
  (302) 636-4140

  
	
  Attention:  Corporate Trust Administration

  
	
   

  
	
  if to the
  Rating Agencies, to:

  
	
   

  
	
  Standard
  & Poor’s Rating Services

  
	
  55 Water
  Street

  
	
  33rd
  Floor

  
	
  New York,
  New York  10041

  
	
  Facsimile:
  (212) 438-5215

  
	
  Attention:  Capital Markets Group

  



 


15

















 


	
  Moody’s
  Investors Service, Inc.

  
	
  Life
  Insurance Group

  
	
  99 Church
  Street

  
	
  New York,
  New York  10007

  
	
  Facsimile:  (212) 553-4805

  
	
  Attention:  Protective Life Secured Trusts

  
	
   

  
	
  or at such
  other address previously furnished in writing by one party to the other.

  



 


SECTION 1.06. 
Notice to Holders; Waiver.


 


(a)                                  Except
as otherwise expressly provided in or pursuant to this Indenture, notices to
Holders required under the Notes shall be sufficiently given upon the mailing
by overnight courier or first-class mail (or equivalent), or (if posted to an
overseas address) by airmail, postage prepaid, of such notices to each Holder
of the Notes at their registered addresses as recorded in the Register.


 


(b)                                 Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Indenture Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.  In any case,
neither the failure to give such notice, nor any defect in any notice to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given.


 


(c)                                  In
the case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Indenture Trustee
shall constitute a sufficient notification for every purpose hereunder.


 


SECTION 1.07. 
Severability.  In case any provision in or
obligation under this Indenture or the Notes shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby to
the fullest extent permitted under applicable law.


 


SECTION 1.08. 
Successors and Assigns.  All covenants, stipulations,
promises and agreements in this Indenture by the Trust shall bind its
successors and assigns, whether so expressed or not.


 


SECTION 1.09. 
Benefits of Indenture.  Nothing in this Indenture or in
any Note, expressed or implied, shall give to any Person other than the parties
hereto and their successors and the Holders, any legal or equitable right,
remedy or claim under this Indenture.


 


16

















 


SECTION 1.10. 
Language of Notices.  Any request, demand,
authorization, direction, notice, consent, election or waiver required or
permitted under this Indenture shall be in the English language, except that,
if the Trust so elects, any published notice may be in an official language of
the country of publication.


 


SECTION 1.11. 
Governing Law.


 


(a)                                  This
Indenture and the Notes (unless otherwise specified in the Pricing Supplement) shall
be governed by, and construed in accordance with, the laws of the State of New
York without regard to conflict of law principles, except as required by
mandatory provisions of law and except to the extent that the validity or
perfection of the Trust’s ownership of the Funding Agreements, the perfection
of the Indenture Trustee’s security interest therein, or remedies under this
Indenture in respect thereof may be governed by laws of a jurisdiction other
than the State of New York.


 


(b)                                 ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST THE TRUST, THE ASSETS OF THE TRUST, THE
INDENTURE TRUSTEE, REGISTRAR, TRANSFER AGENT OR PAYING AGENT OR ANY OTHER
AGENT, ARISING OUT OF OR RELATING TO THIS INDENTURE, ANY NOTE OR ANY PORTION OF
THE COLLATERAL MAY BE BROUGHT IN A UNITED STATES FEDERAL COURT LOCATED IN NEW
YORK CITY, THE BOROUGH OF MANHATTAN, AND BY EXECUTION AND DELIVERY OF THIS
INDENTURE EACH OF THE TRUST, THE INDENTURE TRUSTEE,  THE REGISTRAR, THE TRANSFER AGENT, THE PAYING AGENT, AND ANY
OTHER AGENT, (IN SUCH CAPACITIES) ACCEPT 
(AND WITH RESPECT TO THE TRUST, IN CONNECTION WITH ITS PROPERTY
ACCEPTS), GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURT AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY
AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
INDENTURE, ANY NOTE OR ANY PORTION OF THE COLLATERAL.


 


SECTION 1.12. 
Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS INDENTURE HEREBY
AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS INDENTURE, THE NOTES OR ANY DEALINGS
AMONG THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION.  The scope of this waiver is intended to
encompass any and all disputes that may be filed in any court and that relate
to the subject matter of this transaction including without limitation contract
claims, tort claims, breach of duty claims, and all other common law and
statutory claims.  Each party hereto
acknowledges that this waiver is a material inducement to enter into a business
relationship, that such party has already relied on the waiver in entering into
this Indenture, and that such party will continue to rely on the waiver in its
related future dealings.  Each party
hereto further warrants and represents that it has reviewed this waiver with
its legal counsel, and that it knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS


 


17

















 


INDENTURE OR ANY OTHER
DOCUMENTS OR AGREEMENTS RELATING TO THIS INDENTURE.  In the event of litigation, this Indenture may be filed as a
written consent to a trial by the court.


 


SECTION 1.13. 
Counterparts.  This Indenture and any
amendments, waivers, consents or supplements hereto or thereto, may be executed
in any number of counterparts, and by different parties hereto in separate
counterparts, and each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one and
the same instrument.  This Indenture
shall become effective upon the execution of a counterpart hereof by each of
the parties hereto.


 


SECTION 1.14. 
Third Party Beneficiaries.  This Indenture will inure to the benefit of
and be binding upon the parties hereto, and Wilmington and their respective
successors and permitted assigns.


 


SECTION 1.15. 
Conflict with Trust Indenture Act.  If any provision of this Indenture limits,
qualifies or conflicts with any duties imposed by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act through operation of Section 318(c)
thereof, such imposed duties shall control.


 


ARTICLE 2


The Notes


 


SECTION 2.01. 
Forms Generally.


 


(a)                                  The
Notes constitute direct, unconditional, unsubordinated and secured non-recourse
obligations of the Trust and rank equally among themselves.  The Notes shall be in substantially the form
set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3
attached hereto, as applicable, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required by this Indenture
or as may in the Trust’s judgment be necessary, appropriate or convenient to
permit such Notes to be issued and sold, or to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange on which such
Notes may be listed, or as may, consistently herewith, be determined by the
Trust (based conclusively on the advice of counsel) as evidenced by its
execution thereof.  Any portion of the
text of any Note may be set forth on the reverse thereof with an appropriate
reference on the face of the Note.


 


(b)                                 The
terms and provisions contained in the Notes shall constitute, and are hereby
expressly made a part of this Indenture, and, to the extent applicable, the
Indenture Trustee, by its execution and delivery of this Indenture, and the
Trust by its execution and delivery of this Indenture, expressly agrees to such
terms and provisions and to be bound thereby.


 


(c)                                  Except
as described in this Section 2.01(c), no Global Note evidencing any of
the Notes and deposited with or on behalf of any Clearing System shall be
exchangeable for Definitive Notes. 
Subject to the foregoing sentence, if (i) such Clearing System notifies
the Trust that it is unwilling or unable to continue as Depositary or the Trust
becomes aware that the


 


18

















 


Clearing System has ceased to
be a clearing agency registered under the Securities Exchange Act and in any
such case the Trust fails to appoint a successor depositary within ninety (90)
days, (ii) an Event of Default shall have occurred and is continuing with
respect to the Notes or (iii) the Trust shall have decided in its sole
discretion that the Notes should no longer be evidenced solely by one or more
Global Notes, then, pursuant to written instructions by the Trust to the
Indenture Trustee (in the case of clause (i)), or upon written request of the
Holder (or accountholder of such Clearing System with an interest in the Notes)
(in the case of clause (ii)), or pursuant to written instructions by the Trust
to the Indenture Trustee and Clearing System (in the case of clause (iii)):


 


(A)                              with
respect to each Global Note evidencing such Notes, the Trust shall execute, and
the Indenture Trustee shall authenticate and deliver Definitive Notes in
authorized denominations in exchange for the Global Note, in an aggregate
principal amount equal to the Outstanding principal amount of the related
Global Note.  Upon the exchange of the
Global Note for the Definitive Notes, such Global Note shall be cancelled by
the Registrar.  Definitive Notes issued
in exchange for a Global Note pursuant to this Section 2.01(c) shall be
registered in the Register in such names and in such denominations as the
Clearing System for such Global Note, pursuant to the instructions from its
direct or indirect participants or otherwise, shall instruct the Indenture
Trustee, serving as custodian, on behalf of the nominee of the Depositary, of
the Global Note.  The Indenture Trustee
shall immediately provide the information to the Registrar.  Immediately after the authentication of the
Definitive Notes by the Indenture Trustee, the Indenture Trustee shall deliver
such Definitive Notes to the Holders of such Notes;


 


(B)                                if
Definitive Notes are issued in exchange for any portion of a Global Note after
the close of business at the Office or Agency for such Note where such exchange
occurs on (1) any Regular Record Date for such Notes and before the opening of
business at such Office or Agency on the next Interest Payment Date, or (2) any
Special Record Date for such Notes and before the opening of business at such
Office or Agency on the related proposed date for payment of interest or
Defaulted Interest, as the case may be, interest shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Definitive Notes, but shall be payable on such Interest Payment
Date or proposed date for payment, as the case may be, only to the Person to
whom interest in respect of such portion of such Global Note shall be payable
in accordance with the provisions of this Indenture; and


 


(C)                                if
for any reason Definitive Notes are not issued, authenticated and delivered to
the Holders in accordance with paragraph (A) of this Section 2.01(c),
then:


 


(1)                                  the Clearing System
or its successors may provide to each of its accountholders a statement of such
accountholder’s interest in the Notes evidenced by each Global Note held by
such Clearing System or its successors, together with a copy of such Global
Note; and


 


19

















 


(2)                                  subject to the
limitations on individual Holder action contained in the Notes or this
Indenture, each such accountholder or its successors and assigns (x) shall have
a claim, directly against the Trust, for the payment of any amount due or to
become due in respect of such accountholder’s interest in the Notes evidenced
by such Global Note, and shall be empowered to bring any claim, to the extent
of such accountholder’s interest in the Notes evidenced by such Global Note and
to the exclusion of such Clearing System or its successors, that as a matter of
law could be brought by the Holder of such Global Note and the Person in whose
name the Notes are registered and (y) may, without the consent and to the
exclusion of such Clearing System or its successors, file any claim, take any
action or institute any proceeding, directly against the Trust, to compel the
payment of such amount or enforce any such rights, as fully as though the
interest of such accountholder in the Notes evidenced by such Global Note were
evidenced by a Definitive Note in such accountholder’s actual possession and as
if an amount of Notes equal to such accountholder’s stated interest were
registered in such accountholder’s name and without the need to produce such
Global Note in its original form.


 


Notwithstanding
anything in this paragraph (C) to the contrary, the Indenture Trustee shall not
be required to recognize any account holder or any of its successors and
assigns referred to in said paragraph as a Holder for any purpose of this
Indenture or the Notes and shall be entitled to treat the Person in whose name
the Global Note is registered as a Holder for all purposes of this Indenture
and the Notes until Definitive Notes are issued to and registered in the names
of such accountholders or their successors and assigns.


 


The account records of any
Clearing System or its successor shall, in the absence of manifest error, be
conclusive evidence of the identity of each accountholder that has any interest
in the Notes evidenced by the Global Note held by such Clearing System or its
successor and the amount of such interest. Definitive Notes shall be issued
only in denominations as specified in the relevant Pricing Supplement.


 


(d)                                 Subject
to the other provisions of this Indenture, if any Global Note is exchanged for
Definitive Notes, then:


 


(i)                                     the
Trust, the Indenture Trustee and any Paying Agent will have the right to treat
each Holder of Definitive Notes as the Person exclusively entitled to receive
interest and other payments or property in respect of or in exchange for the
Notes, and otherwise to exercise all the rights and powers with respect to any
Note (subject to the record date provisions hereof and of the Notes); and


 


20

















 


(ii)                                  the
obligation of the Trust to make payments of principal, premium, if any, interest
and other amounts with respect to the relevant Notes shall be discharged at the
time payment in the appropriate amount is made in accordance with this
Indenture to each Holder.


 


SECTION 2.02. 
No Limitation on Aggregate Principal
Amount of Notes.  The
aggregate principal amount of Notes which may be authenticated and delivered
under this Indenture is unlimited. 
Unless otherwise specified in the applicable Pricing Supplement, Notes
shall be issued in denominations of $1,000 and any larger amount that is a
multiple of $1,000; the authorized denominations of Notes that have a Specified
Currency other than U.S. Dollars will be the approximate equivalent in such
Specified Currency.  The specific terms
and conditions of each Series of Notes shall be set out in a Pricing Supplement
and, if applicable, a supplemental indenture entered into pursuant to Section
8.01(h) of this Indenture.


 


SECTION 2.03. 
Listing.  If specified in the Pricing Supplement, the Notes will
be listed on the securities exchange set forth in such Pricing Supplement.


 


SECTION 2.04. 
Redemption.


 


(a)                                  Except
as otherwise provided in the Pricing Supplement or a supplemental indenture and
the Notes or in Section 6.02, the Trust will redeem the Notes only if
Protective Life redeems the Funding Agreement securing such Notes in an amount
equal to the amount of the related Notes to be redeemed whether in accordance
with the terms of this Indenture or the Pricing Supplement, and the Trust will
not redeem the Notes if Protective Life does not redeem the Funding
Agreement(s) securing such Notes in an amount equal to the amount of the Notes
to be redeemed in accordance herewith. 
Unless otherwise specified in the relevant Pricing Supplement or a
supplemental indenture and the Notes, the Trust may not redeem the Notes after
the date that is thirty (30) days prior to the Stated Maturity Date of the
Notes.


 


(b)                                 If,
but only if, specified in the Pricing Supplement or a supplemental indenture
and the Notes, such Notes will be repayable at the option of the Holders
thereof in accordance with the repayment provisions included in the Pricing
Supplement or supplemental indenture and the Notes.


 


(c)                                  In
connection with the redemption by the Trust of the Notes under Section
2.04(a) hereunder, the Trust will give written notice to the Holders in
accordance with Section 1.06 hereunder not less than thirty (30) days
and no more than seventy-five (75) days prior to the date set for such
redemption.  All notices of redemption
shall state:


 


(i)                                     the
redemption date;


 


(ii)                                  the
Redemption Price or, if not then ascertainable, the manner of calculation
thereof;


 


(iii)                               that
on the redemption date the Redemption Price will become due and payable on the
Notes to be redeemed and that interest thereon will cease to accrue on and after
said date; and


 


21

















 


(iv)                              the
place or places where the Notes to be redeemed are to be surrendered for
payment of the Redemption Price.


 


(d)                                 Prior
to any redemption date, the Trust shall deposit with the Paying Agent an amount
of money sufficient to pay the Redemption Price of and (except if the
redemption date shall be an Interest Payment Date) accrued and unpaid interest
on, all Notes which are to be redeemed on that date.


 


(e)                                  Upon
notice of redemption having been given pursuant to Section 2.04(c)
hereunder, the Notes to be so redeemed shall, on the redemption date, become
due and payable at the Redemption Price therein specified, and from and after
such date (unless the Trust shall default in the payment of the Redemption
Price and accrued interest, if any) such Notes shall cease to bear or accrue
any interest.  Upon surrender of the
Notes for redemption in accordance with said notice, such Notes shall be paid
by the Trust at the Redemption Price, together with any accrued but unpaid
interest to, but not including the redemption date provided that, installments of interest whose Stated
Maturity Date is on or prior to the redemption date will be payable to the
Holders of such Notes, or one or more predecessor Notes, registered as such at
the close of business on the relevant Record Date according to their terms and
the provisions of Section 2.09.


 


(f)                                    The
election of the Trust to redeem any Notes shall be evidenced by a Trust
Certificate.  In case of any redemption
at the election of the Trust, the Trust shall, at least forty-five (45) days
prior to the redemption date fixed by the Trust (unless a shorter notice shall
be satisfactory to the Indenture Trustee), notify the Indenture Trustee of such
redemption date, and of the principal amount of Notes to be redeemed.  In the case of any redemption of Notes (a)
prior to the expiration of any restriction on such redemption provided in the
terms of such Notes or elsewhere in this Indenture, or (b) pursuant to an election
of the Trust which is subject to a condition specified in the terms of such
Notes or elsewhere in this Indenture, the Trust shall furnish the Indenture
Trustee with a Trust Certificate evidencing compliance with such restriction or
condition.


 


(g)                                 If
less than all of the Notes are to be redeemed (unless such redemption affects
only a single Note), the particular Notes to be redeemed shall be selected not
more than seventy-five (75) days prior to the redemption date by the Indenture
Trustee, from the Outstanding Notes not previously called for redemption, by
lot or, if the particular Notes to be redeemed are not issued in book-entry
form, in its discretion, on a pro rata basis, in accordance with the customary
procedures of the Indenture Trustee; provided
that the unredeemed portion of the principal amount of any Note shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Note.


 


The Indenture
Trustee shall promptly notify the Trust in writing of the Notes selected for
redemption as aforesaid and, in the case of any Notes selected for partial
redemption as aforesaid, the principal amount thereof to be redeemed.


 


For all
purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Notes shall relate, in the case of any Notes
redeemed or 


 


22

















 


to be redeemed only in part, to
the portion of the principal amount of such Notes which has been or is to be redeemed.


 


(h)                                 Any
Note which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Trust or the Indenture Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Trust and the Indenture Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Trust shall execute, and the
Indenture Trustee shall authenticate and deliver to the Holder of such Note
without service charge, a new Note or Notes, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Note so
surrendered.


 


SECTION 2.05. 
Execution, Authentication and
Delivery Generally.


 


(a)                                  Upon
the execution of any Distribution Agreement or Selling Agent Agreement (if the
Dealers agree to purchase the Notes on a principal basis), the acceptance of an
offer to purchase Notes solicited by a Dealer on an agency basis, or the acceptance
of a direct offer of Notes for sale by the Trust, the Trust shall, as soon as
practicable but in any event (unless otherwise agreed by the parties), not
later than 1:00 p.m. (New York time) on the second Banking Day prior to the
proposed Issuance Date:


 


(i)                                     confirm
by fax to the Indenture Trustee, the Paying Agent and the Registrar, all such
information as the Indenture Trustee, the Paying Agent or the Registrar may
reasonably require to carry out their respective functions under this
Indenture, including, in particular, the settlement and payment procedures that
will apply to the Notes and, if applicable, the account of the Trust to which
payment should be made;


 


(ii)                                  deliver
a copy, of the Pricing Supplement or duly executed supplemental indenture to
the Indenture Trustee, the Paying Agent and the Registrar; and


 


(iii)                               unless
a Global Note is to be used and the Trust shall have provided such document to
the Registrar, ensure that there is delivered to the Registrar a stock of
Definitive Notes (in unauthenticated form and with the names of the registered
Holders left blank but executed on behalf of the Trust and otherwise complete)
in relation to the Notes.


 


(b)                                 The
Trust will deliver to the Indenture Trustee on the Issuance Date for the Series
of Notes a duly executed original of the Funding Agreement and Trust Agreement
(unless previously delivered) and all documentation relating to the foregoing
for the Notes.


 


(c)                                  The
Registrar shall, having been advised in accordance with Section 2.05(a)
on behalf of the Trust, on which securities exchange, if any, the Notes are to
be listed, deliver a copy of the Pricing Supplement or supplemental indenture
in relation to the Notes to such exchange or the relevant listing agent for
such exchange as soon as practicable but in any event no later than two (2)
Specified Business Days prior to the proposed Issuance Date therefor.


 


23

















 


(d)                                 Having
received from the Trust the documents referred to in Section 2.05(a) and (b)
(to the extent applicable) (such documents constituting for all purposes of
this Indenture a Trust Order for the authentication and delivery of the Notes),
on or before 10:00 a.m. (New York time) on the Issuance Date in relation to the
Series of Notes (unless otherwise agreed by the parties), the Indenture Trustee
shall authenticate and deliver the relevant Global Note to the relevant
custodian for DTC and/or any other relevant Clearing System or otherwise in
accordance with such Clearing System’s procedures.  The Registrar shall give instructions to DTC and/or any other
relevant Clearing System to credit Notes represented by a Global Note
registered in the name of a nominee for such Clearing System, to the Registrar’s
distribution account and to hold each such Note to the order of the Trust
pending delivery to the Relevant Purchasing Agent(s) on a delivery against
payment basis (or on such other basis as shall have been agreed between the
Trust and the Relevant Purchasing Agent(s) and notified to the Registrar) in
accordance with the normal procedures of DTC or such other Clearing System, as
the case may be and, following payment (unless otherwise agreed), to debit the
Notes represented by such Global Note to such securities account(s) as shall
have been notified in writing to the Registrar by the Trust.  The Indenture Trustee shall on the Issuance
Date in respect of the Notes, and upon receipt of funds from the Relevant
Purchasing Agent(s), transfer, or cause to be transferred, the proceeds of
issue (net of any applicable commissions, fees or like amounts specified in
writing by Protective Life) to or as directed by Protective Life on behalf of
the Trust to satisfy the deposit requirement pursuant to the Funding Agreement
(as specified by Protective Life in such direction).


 


If no such
securities account(s) shall have been specified, or the Series of Notes not
intended to be cleared through any Clearing System, the Registrar shall
authenticate and make available at its specified office on the Issuance Date in
respect of the Series of Notes the relevant Global Note or the relevant
Definitive Notes, as the case may be, duly executed and made available to the
Registrar by the Trust.


 


(e)                                  If
the Indenture Trustee should pay an amount (an “advance”) to the Trust in the belief that a payment has been
or will be received from a purchasing agent or selling agent, and if such
payment is not received by the Indenture Trustee on the date that the Indenture
Trustee pays the Trust, the Trust shall forthwith repay the advance (unless
prior to such repayment the payment is received from such purchasing agent or
selling agent) and shall pay interest on such amount which shall accrue (after
as well as before judgment) on the basis of a year of 360 days (365 days (366
days in the case of a leap year) in the case of an advance paid in Sterling)
and the actual number of days elapsed from the date of payment of such advance
until the earlier of (i) repayment of the advance or (ii) receipt by the
Indenture Trustee of the payment from such purchasing agent or selling agent,
and at the rate per annum which is the aggregate of one per cent per annum and
the rate determined and certified by the Indenture Trustee and expressed as a
rate per annum as reflecting its cost of funds for the time being in relation
to the unpaid amount.


 


(f)                                    The
Notes shall be executed on behalf of the Trust by a Responsible Officer of
Wilmington.  The signature of any of
these officers on the Notes may be manual or facsimile.


 


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Notes bearing
the manual or facsimile signatures of individuals who were at any time
Responsible Officers of Wilmington shall bind the Trust, notwithstanding that
any such individuals have ceased to hold such offices prior to the authentication
and delivery of such Notes or did not hold such offices at the date of such
Notes.


 


Each Note
shall be dated the date of its authentication.


 


No Note shall
be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Indenture Trustee
by manual signature of an authorized officer, and such certificate upon any
Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder.


 


The Indenture
Trustee’s certificate of authentication shall be in substantially the following
form:


 


This is one of
the Notes of Protective Life Secured Trust [ ] referred to in the
within-mentioned Indenture.


 


	
   

  	
  THE BANK OF
  NEW YORK,

  
	
   

  	
  As Indenture
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Officer

  



 


Notes bearing the manual signatures of individuals who were at any time
authorized officers of the Indenture Trustee shall bind the Trust,
notwithstanding that any such individuals have ceased to hold such offices
prior to the delivery of such Notes or did not hold such offices at the date of
such Notes.


 


In authenticating Notes hereunder, the Indenture Trustee shall be
entitled to conclusively assume that any Note authenticated by it has been duly
executed on behalf of, and is a legal, valid, binding and enforceable
obligation of, the Trust and is entitled to the benefits of this Indenture, and
that the Trust Agreement and the Funding Agreement have been duly executed by,
and are the legal, valid, binding and enforceable obligations of, the parties
thereto.


 


(g)                                 The
Trust undertakes to notify the Paying Agent, the Registrar and, if different,
the Indenture Trustee, in writing, of any changes in the identity of the
purchasing agents and selling agents appointed generally in respect of the
Program.


 


SECTION 2.06. 
Registration.  All Notes shall be registered and
may be represented either as Global Notes or Definitive Notes.  Unless otherwise specified in the relevant
Pricing Supplement, Global Notes will be registered in the name of a nominee
for, and deposited with, a custodian for DTC. 
The Registrar shall maintain a register (herein sometimes referred to as
the “Register”)  in which, subject to such reasonable
regulations as it may prescribe, the Registrar


 


25

















 


shall provide for the
registration of the Notes and registration of transfer of the Notes.  The Register shall be in written form in
English or in any other form capable of being converted into such form within a
reasonable time.  The Indenture Trustee
is hereby initially appointed as the Registrar.  In the event that the Indenture Trustee shall not be the
Registrar, it shall have the right to examine the Register at all reasonable
times.  The Trust, the Indenture
Trustee, Registrar, Paying Agent or any other Agent or Protective Life may
become the owner or pledgee of Notes and may deal with such Notes with the same
rights of any other Holder of such Notes.


 


SECTION 2.07. 
Transfer.


 


(a)                                  Subject
to Section 2.01(c) and (d), (A) upon surrender for registration of
transfer of any Note in accordance with its terms, Wilmington, on behalf of the
Trust shall execute, and the Indenture Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Notes
denominated as authorized in or pursuant to this Indenture, of a like aggregate
principal amount bearing a number not contemporaneously outstanding and
containing identical terms and provisions and (B) at the option of the Holder,
Notes may be exchanged, in accordance with their terms, for other Notes
containing identical terms and provisions, in any authorized denominations, and
of a like aggregate principal amount, upon surrender of the Notes to be
exchanged at the Office or Agency of the Indenture Trustee.  Whenever any Notes are surrendered for
exchange as contemplated by this Section 2.07(a), the Trust shall
execute, and the Indenture Trustee shall authenticate and deliver, the Notes
which the Holder making the exchange is entitled to receive.  Beneficial interests in Global Notes may be
transferred or exchanged only through the Depositary.  No Global Note may be transferred except as a whole by a nominee
of the Depositary to the Depositary or to another nominee of the Depositary, or
by the Depositary or another nominee of the Depositary to a successor of the
Depositary or a nominee of a successor to the Depositary.  With respect to any Global Note, the
Depositary or its nominee is the Holder of such Global Note for the purposes of
this Indenture.  Except as set forth in Section
2.01(c), the beneficial owners of any Global Note will not be entitled to
receive Definitive Notes and shall not be considered “Holders” under this
Indenture.


 


(b)                                 All
Notes issued upon a registration of transfer or exchange of Notes shall be the
valid obligations of the Trust evidencing the same debt and entitling the
Holders thereof to the same benefits under this Indenture as the Notes
surrendered upon such registration of transfer or exchange.


 


(c)                                  No
service charge shall be made for any registration of transfer or exchange, of
Notes, but the Indenture Trustee  may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes.


 


SECTION 2.08. 
Mutilated, Destroyed, Lost and Stolen
Notes.


 


(a)                                  If
(i) any mutilated Note is surrendered to the Indenture Trustee directly or
through any Paying Agent or (ii) in the case of an alleged destroyed, lost or
stolen Note, the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of the Note and there is delivered to the Indenture
Trustee, the Registrar and the Trust such security or indemnity as may be
required by the Indenture Trustee, the Registrar and the Trust to save the


 


26

















 


Indenture Trustee, the
Registrar and the Trust harmless, then in either case the Trust shall execute
and the Indenture Trustee shall authenticate and deliver, in exchange for or in
lieu of such mutilated, destroyed, lost or stolen Note, a new Note, of the same
maturity, tenor and principal amount as such mutilated, destroyed, lost or
stolen Note, bearing a number not contemporaneously outstanding; provided, however, that if any such
mutilated, destroyed, lost or stolen Note shall have become or shall be about
to become due and payable, instead of issuing a new Note, the Trust may pay
such Note without surrender of such Note, except that any mutilated Note shall
be surrendered.


 


(b)                                 Upon
the issuance of any new Note, under this Section 2.08, the Indenture
Trustee or the Trust may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other reasonable expenses (including the fees and expenses of the Indenture
Trustee, Registrar or any Paying Agent) connected therewith.


 


(c)                                  Every
new Note issued pursuant to this Section 2.08 in lieu of any destroyed,
lost or stolen Note shall constitute a separate obligation of the Trust,
whether or not the destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.


 


SECTION 2.09. 
Payment of Interest; Rights To
Interest Preserved.


 


(a)                                  The
Notes shall bear interest at a rate and on terms stated on the Notes.


 


(b)                                 Any
interest on any Note which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date, shall be paid to the Person in whose name
that Note is registered at the close of business on the Regular Record Date for
such interest payment.


 


(c)                                  Any
interest on any Note which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”)  shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of their having been such
Holder, and such Defaulted Interest shall be paid by the Trust to the Persons
in whose names such Notes (or their respective predecessor Notes) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.  The Trust shall notify the Indenture Trustee
within fifteen (15) days of the date interest became due and payable in writing
of the amount of Defaulted Interest to be paid on each Note, which shall be
equal to the amount of Defaulted Interest due on such Note and not any lesser
amount, and the date of such payment (such date to be no more than forty-five
(45) days following the date interest became due and payable).  Thereupon the Indenture Trustee shall fix a
record date for the payment of such Defaulted Interest which shall be not more
than fifteen (15) days and not less than ten (10) days prior to the date of
such payment and not less than ten (10) days after the receipt by the Indenture
Trustee of the notice of  such payment (the
“Special Record Date”).  The Indenture Trustee shall promptly notify
the Trust of such Special Record Date and, in the name of the Trust shall cause
notice of


 


27

















 


the payment of such Defaulted
Interest and the Special Record Date therefor to be given to each Holder in
accordance with Section 1.06. 
The Trust may make payment of any Defaulted Interest on the Notes in any
other lawful manner not inconsistent with the requirements of any securities
exchange, if any, on which such Notes may be listed, and upon such notice as
may be required by such exchange, if, after notice given by the Trust to the
Indenture Trustee of the payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Indenture Trustee.  Subject to the foregoing provisions of this
Section, each Note delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Note.


 


SECTION 2.10. 
Cancellation.  All Notes surrendered for payment,
registration of transfer or exchange shall, if surrendered to any Person other
than the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly cancelled by it.  Protective
Life may at any time deliver to the Indenture Trustee for cancellation any Note
previously authenticated and delivered hereunder that Protective Life, may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
cancelled by the Indenture Trustee.  No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled
as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Notes held by the Indenture Trustee shall be disposed of by the
Indenture Trustee in accordance with its customary procedures, unless the Trust
shall otherwise direct by a Trust Order.


 


SECTION 2.11. 
Persons Deemed Owners.  Prior to due presentment for registration
of transfer of any 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 any Note is registered as the
absolute and sole owner of such Note for the purpose of receiving payment of
the principal of, any premium, or interest on or any Additional Amounts with
respect to such Note and for all other purposes whatsoever, whether or not such
Note shall be overdue, and, except as otherwise required by applicable law,
none of the Trust, the Indenture Trustee, the Registrar, the Paying Agent, any
Agent, or any other agent of the Trust or the Indenture Trustee shall be
affected by notice to the contrary.


 


SECTION 2.12. 
Tax Treatment; Tax Returns and
Reports.


 


(a)                                  The
Trust and the Trust Beneficial Owner agree, and by acceptance of a beneficial
interest in a Note each holder of a beneficial interest in a Note agrees, for
U.S. federal, state and local income and franchise tax purposes, to treat (i)
the Trust as a separate grantor trust, (ii) such Note as an ownership interest
in such grantor trust and (iii) the Funding Agreement as debt of Protective
Life.


 


(b)                                 Wilmington
shall, or, so long as there is an Administrator, the Administrator shall,
pursuant to the Administrative Services Agreement, prepare and file or cause to
be prepared or filed, consistent with the treatment of the Trust as a grantor
trust, all federal, state and local income tax and information returns and
reports required to be filed with respect to the Trust, and the Notes under any
applicable federal, state or local tax statute or any rule or regulation under
any of them.  At the request of the
Administrator, Wilmington shall sign and, in accordance with instructions provided
by the Administrator, file any federal, state or local


 


28

















 


income tax and information
returns and reports prepared by, or at the direction of, the Administrator
pursuant to this Section 2.12(b). 
Wilmington shall keep copies or cause copies to be kept of any such tax
and information returns (including Internal Revenue Service (“IRS”) Form 1041)
and reports prepared and filed and provided to it by the Administrator.


 


SECTION 2.13. 
No Partners.  Nothing set forth in this
Indenture shall be construed to constitute the Holders of Notes, from time to
time, as partners or members of an association.


 


ARTICLE 3


Covenants, Representations and Warranties


 


SECTION 3.01. 
Payment of Principal and any Premium,
Interest and Additional Amounts. 
The Trust covenants and agrees, for the benefit of the Holders of Notes,
that it will:


 


(a)                                  Pay
or cause to be paid to the Paying Agent on or before the date on which any
payment becomes due, an amount equal to the amount of principal (and premium,
if any) and interest and any additional amount payable in respect of the Notes
then becoming due in respect of such Notes.


 


(b)                                 Pay
each amount payable to the Paying Agent under Section 3.01(a) by
transfer of immediately available funds denominated in the Specified Currency
not later than 10:00 a.m. (at the Place of Payment) on the date when such
amounts are due and payable in respect of the Notes.


 


(c)                                  Confirm,
before 10:00 a.m. (at the Place of Payment) on the second Business Day before
the due date of each payment by it under Section 3.01(a) to the Paying
Agent by confirmed facsimile, that irrevocable instructions have been given by
it, for the transfer of the relevant funds to the Paying Agent and the name and
the account of the bank through which such payment is being made.


 


An installment of principal,
premium, if any, or interest and any other amount payable in respect of the
Notes shall be considered paid on the date it is due if the Trust has
deposited, or caused to be deposited, with the Paying Agent by such date money
designated for, and capable of being applied towards, and sufficient to pay the
installment.


 


SECTION 3.02. 
Collection Account.  The Indenture Trustee shall, on
or prior to each Issuance Date, establish an account with the Indenture Trustee
or such other depository institution that is rated at least AA- or Aa3 by a
nationally recognized statistical rating organization as may be designated by
Wilmington or the Administrator, in the name of the Notes, which account shall
be segregated from other accounts held by the Indenture Trustee or such other
depositary institution.


 


SECTION 3.03. 
Agreements of the Paying Agent.  The Paying Agent agrees that:


 


(a)                                  The
Paying Agent shall be entitled to deal with each amount paid to it hereunder in
the same manner as other amounts paid to it as a banker by its customers
provided that:


 


29

















 


(i)                                     the
Paying Agent shall not, against the Trust or any Holder of a Note, exercise any
lien, right of set-off or similar claim in respect thereof (except as otherwise
provided or permitted under this Indenture);


 


(ii)                                  the
Paying Agent shall not be liable to any person for interest thereon;


 


(iii)                               the
Paying Agent need not segregate any money held by it except as required by law
or as otherwise provided under this Indenture; and


 


(iv)                              the
Paying Agent shall comply with the provisions of Sections 317(b) of the Trust
Indenture Act and agrees that it will, during the continuance of any default by
the Trust (or any other obligor upon the Notes) in the making of any payment in
respect of the Notes, upon the written request of the Indenture Trustee,
forthwith pay to the Indenture Trustee all sums held in trust by such Paying
Agent for payment in respect of the Notes.


 


(b)                                 The
Paying Agent shall pay or cause to be paid by transfer of immediately available
funds denominated in the Specified Currency to the Holders all moneys received
by the Paying Agent for such purpose from the Trust pursuant to Section 3.01.  In the event a Note is issued between a
Regular Record Date or Special Record Date and the related Interest Payment
Date, interest for the period beginning on the original issue date for such
Note or the previous Interest Payment Date, as the case may be, and ending on
the subject Interest Payment Date will be paid on the immediately following
Interest Payment Date to the Person who was the registered Holder of such Note
as of the immediately preceding Regular Record Date.  With respect to Global Notes, the Paying Agent shall pay
principal, premium, if any, interest and any other amounts due on such Global
Notes in accordance with the arrangements established by and between the
Indenture Trustee and the Depositary. 
Notwithstanding anything herein to the contrary, payments of principal
in respect of Definitive Notes shall be made as provided in or pursuant to this
Indenture against presentation and surrender of the relevant Definitive Notes
at the designated office of the Registrar in The City of New York, as provided
herein or in the applicable Definitive Note. 
Notwithstanding anything herein to the contrary, interest on Definitive
Notes shall be paid to the person shown in the applicable Register at the close
of business on the Regular Record Date or Special Record Date, as applicable,
as provided in or pursuant to this Indenture before the due date for payment
thereof.  Notwithstanding anything
herein to the contrary, payments of interest on each Definitive Note shall be
made in the currency in which such payments are due by check drawn on a bank in
the Principal Financial Center of the country of the Specified Currency and
mailed to the holder (or to the first named of joint holders) of such
Definitive Note at its address appearing in the  applicable Register.  Upon
application by a Holder of at least $250,000 in aggregate principal amount of
Notes (or its equivalent in the Specified Currency other than U.S. Dollars) to
the specified office of the Paying Agent at least five (5) Business Days before
the Regular Record Date or Special Record Date, as applicable, such payment of
interest may be made by transfer to an account in the Specified Currency
maintained by the payee with a bank in the Principal Financial Center or, in
the case of Definitive Notes denominated in euro, in a city in which banks have
access to the TARGET System.  All  moneys paid to the Paying Agent by the Trust
in respect of any Note shall be held by the Paying Agent from the moment when
such moneys are received until the


 


30

















 


time of actual payment thereof,
for the persons entitled thereto, and shall be applied in accordance with Section
3.03 (c) through (h); provided, that the obligation of the Paying Agent to
hold such moneys shall be subject to the provisions of Section 3.08.


 


(c)                                  The
Paying Agent acting through its specified office shall make payments of
interest and Additional Amounts (if applicable) or, as the case may be,
principal in respect of the Notes in accordance with the  terms thereof and of this Indenture,
provided that such Paying Agent shall not be obliged (but shall be entitled) to
make such payments if it is not able to establish that it has received (whether
or not at the due time) the full amount of the relevant payment due to it under
Section 3.01(a).  Payment of any
Note redemption amount (together with accrued interest) due in respect of Notes
will be made against presentation and surrender of the relevant Notes at the
specified office of the Paying Agent, subject to Section 2.04(h).  Payment of amounts (whether principal,
interest or otherwise) due in respect of Notes will be paid by the Paying Agent
to the Holder thereof (or, in the case of joint Holders, the first named) which
shall be the person appearing as Holder in the register kept by the Registrar
as at the close of business (local time in the place of the specified office of
the Registrar) on the Regular Record Date.


 


(d)                                 The
Paying Agent shall not exercise any lien, right of set-off or similar claim
against any person to whom it makes any payment under paragraph (c) in respect
thereof, nor shall any commission or expense be charged by it to any such
person in respect thereof.


 


(e)                                  If
a Paying Agent makes any payment in accordance with paragraph (c), it shall be entitled
to appropriate for its own account out of the funds received by it under Section  3.01(a) an amount equal to the amount so
paid by it.


 


(f)                                    If
a Paying Agent makes a payment in respect of Notes at a time at which it has
not received the full amount of the relevant payment due to it under Section
3.01(a) and is not able to reimburse itself out of funds received by it
under Section 3.01(a) therefor by appropriation under paragraph (e) the
Trust shall from time to time on demand pay to the Paying Agent for its own
account:


 


(i)                                     the
amount so paid out by such Paying Agent and not so reimbursed to it; and


 


(ii)                                  interest
on such amount from the date on which such Paying Agent made such payment until
the date of reimbursement of such amount;


 


provided that any
payment made under paragraph (i) above shall satisfy pro tanto the Trust’s obligations under Section 3.01(a).


 


(g)                                 Interest
shall accrue for the purpose of paragraph (2) of paragraph (f) (as well after
as before judgment) on the basis of a year of 360 days (365 days (366 days in
the case of a leap year) in the case of an amount in Sterling) and the actual
number of days elapsed and at the rate per annum which is the aggregate of one
percent per annum and the rate per annum specified by the Paying Agent as
reflecting its cost of funds for the time being in relation to the unpaid
amount.


 


31

















 


(h)                                 If
at any time and for any reason a Paying Agent makes a partial payment in
respect of any Note surrendered for payment to it, such Paying Agent shall
endorse thereon and in the register a statement indicating the amount and date
of such payment.


 


SECTION 3.04. 
Maintenance of Office or Agency.


 


(a)                                  The
Trust will maintain in the Place of Payment an Office or Agency where Notes may
be presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trust in respect of the Notes and this Indenture may be served; provided, however, that if the Notes are
listed on any stock exchange and the rules of such stock exchange shall so
require, the Trust shall maintain an Office or Agency in any other required
city so long as the Notes are listed on such exchange.  The Trust will give prompt written notice to
the Indenture Trustee of the location, and any change in the location, of such
Office or Agency.  If at any time the
Trust shall fail to maintain any such required Office or Agency or shall fail to
furnish the Indenture Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Indenture Trustee and the Trust hereby appoints the Indenture
Trustee as its agent to receive such respective presentations, surrenders,
notices and demands.  The Trust shall
promptly notify the Indenture Trustee of the name and address of each Paying
Agent appointed by it and will notify the Indenture Trustee of the resignation
or termination of any Paying Agent.


 


(b)                                 The
Trust may also from time to time designate one or more other Offices or
Agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Trust of its
obligation to maintain the Offices or Agencies for Notes in the Place of
Payment for the foregoing purposes. The Trust shall give prompt written notice
to the Indenture Trustee of any such designation or rescission and of any
change in the location of any such Office or Agency.


 


(c)                                  Unless
otherwise provided in or pursuant to this Indenture, the Trust hereby appoints
the Indenture Trustee as Paying Agent, Registrar and Transfer Agent.


 


SECTION 3.05. 
Duties of the Agents.


 


(a)                                  The
Trust shall provide to the Paying Agent sufficient copies of all documents
required to be available for inspection as provided in the Registration
Statement or the Pricing Supplement in respect of the Notes.


 


(b)                                 To
the extent permitted by applicable law, the Paying Agent shall make available
for inspection during normal business hours at its specified office such
documents as may be specified as so available at the specified office of the
Paying Agent in respect of the Notes, or as may be required by any stock
exchange on which the Notes may be listed.


 


(c)                                  Notwithstanding
anything to the contrary, the Trust shall be solely responsible for ensuring
that each Note to be issued or other transactions to be effected hereunder
shall comply with all applicable laws and regulations of any governmental or
other regulatory authority in connection with any Note and that all necessary
consents and approvals


 


32

















 


of, notifications to and
registrations and filings with, any such authority in connection therewith are
effected, obtained and maintained in full force and effect.


 


(d)                                 The
Paying Agent shall collect all forms from Holders or, in the case of Notes held
in a Clearing System, from the relevant Clearing System, that are required to
exempt payments under the Notes and/or the related Funding Agreements, from
United States federal income tax withholding. 
The Paying Agent shall (i) withhold from each payment hereunder or under
any Note any and all United States federal or state withholding taxes
applicable thereto as required by law and (ii) file any information reports as
it may be required to file under applicable law.


 


(e)                                  Each
Agent shall be obligated to perform such duties and only such duties as are set
out in this Indenture and no implied duties or obligations shall be read into
this Indenture against such Agent.


 


(f)                                    Each
Agent shall be protected and shall incur no liability for or in respect of any
action taken, omitted or suffered in reliance upon any instruction, request or
order from the Trust or any notice, resolution, direction, consent,
certificate, affidavit, statement, facsimile, telex or other paper or document
(duly signed or which it believes in good faith to have been duly signed, where
applicable) which it believes in good faith to be genuine and to have been
delivered, signed or sent by the proper party or parties.


 


(g)                                 Each
Agent and any of its officers, directors, employees or controlling persons may
become the owner of, or acquire any interest in any Note, with the same rights
that it or he would have if it or he were not appointed under this Indenture,
and may engage or be interested in, any financial or other transaction with the
Trust or Protective Life, or may act as depositary, trustee or agent for any
committee or body of Holders, as freely as if it or he were not appointed under
this Indenture.


 


(h)                                 Each
Agent may consult with legal and other professional advisers and the opinion of
the advisers shall be full and complete protection in respect of action
taken, omitted or suffered under this Indenture in good faith and in accordance
with the opinion of the advisers.


 


(i)                                     Under
no circumstances will the Paying Agent or any other Agent be liable to the
Trust, or any other party to this Indenture for any consequential loss (being
loss of business, goodwill, opportunity or profit), punitive damages or
indirect loss even if advised of the possibility of such loss.


 


SECTION 3.06. 
Duties of the Transfer Agent.  If and to the extent specified in
the terms and conditions of the Notes or if otherwise requested by the Trust or
Indenture Trustee, the Transfer Agent shall in compliance with the Notes and
this Indenture:


 


(a)                                  Receive
requests from Holders of Notes for the transfer of Definitive Notes, inform the
Registrar in writing of the receipt of such requests, forward the deposited
Definitive Note(s) to or to the order of the Registrar and assist in the
issuance of a new Definitive Note and in particular, without limitation, notify
the Registrar in writing of (i) the name and address of the Holder of the
Definitive Note, (ii) the serial number and principal amount of the Definitive
Note, (iii) in the case of a transfer of a portion of the Note only, the
principal amount 


 


33

















 


of the Definitive Note to be so
transferred and (iv) the name and address of the transferee to be entered on
the Register;


 


(b)                                 Make
available for collection by each relevant Holder new Definitive Notes;


 


(c)                                  Accept
surrender of Definitive Notes and assist in effecting final payment of the
Notes on the due date for payment;


 


(d)                                 Keep
the Registrar informed of all transfers; and


 


(e)                                  Carry
out such other acts as may reasonably be necessary to give effect to the Notes
and this Indenture.


 


SECTION 3.07. 
Duties of the Registrar.


 


(a)                                  The
Registrar shall maintain a Register which shall show the aggregate principal
amount and date of issue of each Series of Notes, the names and addresses of
the initial Holders thereof and the dates of all transfers to, and the names
and addresses of, all subsequent Holders thereof.


 


(b)                                 The
Registrar shall by the issue of new Notes, the cancellation of old Notes and
the making of entries in the Register give effect to transfers of Notes in
accordance with this Indenture.


 


(c)                                  The
Trust may from time to time deliver to the Registrar Notes of which it is the
Holder for cancellation, whereupon the Registrar shall cancel the same and
shall make the corresponding entries in the Register.


 


(d)                                 As
soon as reasonably practicable but in any event within ninety (90) days after
each date on which Notes fall due for redemption, the Registrar shall notify
the Trust of the serial numbers of any Notes against surrender of which payment
has been made and of the serial numbers of any Notes (and the names and
addresses of the Holders thereof) which have not yet been surrendered for
payment.


 


(e)                                  The
Registrar shall, upon and in accordance with the instructions of the Trust but
not otherwise, arrange for the delivery in accordance with this Indenture of
any notice which is to be given to the Holders of Notes and shall supply a copy
thereof to the Indenture Trustee and the Paying Agent.


 


(f)                                    The
Trust shall ensure that each Registrar has available to it supplies of such
Notes as shall be necessary in connection with the transfer of Notes and the
exchange of Global Notes for Definitive Notes.


 


(g)                                 The
Registrar shall make available, at the request of the Holder of any Note, forms
of proxy in a form and manner which comply with the provisions of this
Indenture and shall perform and comply with the provisions of this Indenture.


 


34

















 


(h)                                 The
Trust shall provide to the Registrar:


 


(i)                                     specimen
Notes in definitive form; and


 


(ii)                                  sufficient
copies of all documents required to be available for inspection as provided in
the Registration Statement or the Pricing Supplement in respect of the Notes,
as may be required by any securities exchange on which the Notes may be listed,
or as may be required by applicable law.


 


(i)                                     The
Registrar shall make available for inspection during normal business hours at
its specified office such documents as may be specified as so available at the
specified office of such Registrar, as may be required by any securities
exchange on which the Notes may be listed, or as may be required by applicable
law.


 


(j)                                     The
Registrar shall provide the Paying Agent and/or Indenture Trustee with all such
information in the Registrar’s possession with respect to the Notes as the
Paying Agent or the Indenture Trustee, as the case may be, may reasonably
require in order to perform the obligations set out in this Indenture.


 


(k)                                  The
Registrar shall ensure that in no event shall Definitive Notes be exchanged for
Global Notes.


 


SECTION 3.08. 
Unclaimed Monies.  Any money deposited with the Indenture
Trustee, Registrar or the Paying Agent for the payment of the principal of,
premium, if any, or interest on any Note and remaining unclaimed for two years
after such principal or any such premium or interest had become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property law, be paid to Protective Life pursuant to
a Trust Request and pursuant to the applicable Funding Agreement; and the
Holder of such Note shall thereafter, as an unsecured general creditor, look
only to Protective Life for payment thereof, and all liability of the Indenture
Trustee, Registrar or the Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that
the Indenture Trustee, Registrar or the Paying Agent, before being required to
make any such repayment, may cause to be published once, in an Authorized
Newspaper in each Place of Payment or to be mailed to Holders, or both, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than thirty (30) days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid
to Protective Life.


 


SECTION 3.09.  Protection
of Collateral.


 


(a)                                  The
Trust shall, from time to time, execute and deliver all such supplements and
amendments hereto and all such financing statements, continuation statements,
instruments of further assurance, and other instruments, and take such other
action as may be necessary or advisable to:


 


(i)                                     create,
perfect or maintain a perfected security interest in, grant, or make or
maintain a valid and effective assignment for collateral purposes


 


35

















 


of, all or any
portion of the Collateral (including without limitation the Funding Agreement
included therein);


 


(ii)                                  maintain
or preserve any Lien of this Indenture or the Funding Agreement or carry out more
effectively the purposes hereof or thereof;


 


(iii)                               perfect,
publish notice of, or protect the validity of, any security interest or
assignment for collateral purposes made pursuant to this Indenture or the
Funding Agreement;


 


(iv)                              enforce
any portion, or obtain the full benefits, of the Collateral (including without
limitation the Funding Agreement included therein); and


 


(v)                                 preserve
and defend title to the Collateral and the rights of the Indenture Trustee and
of the Holders in the Collateral held for the benefit and security of the
Holders or other instrument against the claims of all Persons.


 


The Trust
hereby designates the Indenture Trustee its agent and attorney-in-fact to
execute any financing statement, continuation statement or other instrument
required or permitted pursuant to this Section 3.09; provided, however, that such designation
shall not be deemed to create a duty in the Indenture Trustee to monitor the
compliance of the Trust with the foregoing covenants; provided further, however, that the duty
of the Indenture Trustee to execute any instrument required pursuant to this Section
3.09 shall arise only if any Responsible Officer of the Indenture Trustee
has actual knowledge of any failure of the Trust to comply with the provisions
of this Section 3.09.


 


(b)                                 The
Trust will pay or cause to be paid all taxes and fees incidental to such
filing, registration and recording, and all expenses incidental to the
preparation, execution and acknowledgment of any instrument of further
assurance, and all Federal or state or jurisdiction of organization of the
Trust stamp taxes or other similar taxes, duties and charges arising out of or
in connection with the execution and delivery of such instruments; provided, however, that the Trust shall
not be required to pay or discharge or cause to be paid or discharged any Lien
affecting the Collateral to the extent such Lien is being contested in good
faith by appropriate proceedings.  The
Trust will at all times preserve, warrant and defend the Indenture Trustee’s
title and right in and to the property included in the Collateral against the
claims of all Persons.


 


(c)                                  The
Trust will faithfully observe and perform, or cause to be observed and
performed, all its covenants, agreements, conditions and requirements contained
in the Funding Agreement in accordance with the terms thereof and will maintain
the validity and effectiveness of the Funding Agreement and the security
interest therein or the assignment for collateral purposes thereof to the
Indenture Trustee.  The Trust will take
no action, nor permit any action to be taken, which will release any party to
the Funding Agreement from any of its obligations or liabilities thereunder, or
will result in the termination, modification or amendment, or will impair the validity,
of the Funding Agreement except as expressly provided for herein and
therein.  The Trust will give the
Indenture Trustee written notice of any default by any party to the Funding
Agreement promptly after it becomes known to the Trust.


 


36

















 


(d)                                 At
the written request of the Indenture Trustee and also following the occurrence
of an “Event of Default” under the Funding Agreement, the Trust will, subject
to the written direction and control of the Indenture Trustee, take such
action, or at the Indenture Trustee’s written request furnish funds sufficient
to enable the Indenture Trustee to take such action, as the Indenture Trustee
may deem necessary or advisable for enforcing payment when due, subject to applicable
notice and grace periods, under or pursuant to this Indenture or the Funding
Agreement.


 


SECTION 3.10. 
Opinions as to Collateral; Annual
Statement as to Compliance.


 


(a)                                  On
or before the seventh day of November of each calendar year, commencing November
7, 2003, Protective Life or the Trust shall furnish or cause to be furnished to
the Indenture Trustee an Opinion of Counsel stating that, in the opinion of
such counsel, either (i) such action has been taken with respect to the
recording, filing, re-recording and re-filing of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
is necessary to perfect and/or maintain the perfection of liens, security
interests and assignments for collateral purposes created or effected pursuant
to this Indenture with respect to each Funding Agreement that is part of any
Collateral and reciting the details of such action or (ii) in the opinion of
such counsel no such action is necessary to perfect and/or maintain the
perfection of such lien, security interest and assignment for collateral
purposes.


 


(b)                                 On
or before the seventh day of November in each calendar year, commencing November
7, 2003, the Trust shall deliver to the Indenture Trustee a Trust Certificate
stating, as to each signer thereof, that in the course of the performance by
each signer of such Trust Certificate of his or her present duties as a
Responsible Officer of Wilmington, such signer would normally obtain knowledge
or have made due inquiry as to the existence of any condition or event which
would constitute a Default or Event of Default and that to the best of such
signer’s knowledge, based on such review:


 


(i)                                     a
review of the fulfillment by the Trust and during such year of its obligations
under this Indenture has been made under the supervision of such signer; and


 


(ii)                                  the
Trust has fulfilled in  all
material respects its obligations under this Indenture throughout such year,
or, if there has been a Default or Event of Default in the fulfillment of any
such obligation, specifying each such Default or Event of Default known to such
signer and the nature and status thereof.


 


(c)                                  The
Trust, pursuant to Section 314(a) of the Trust Indenture Act, shall:


 


(i)                                     file
with the Indenture Trustee, within fifteen (15) days after the Trust is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Trust may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities


 


37

















 


Exchange Act;
or, if the Trust is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Indenture
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time in such
rules and regulations; provided that if, pursuant to any publicly available
interpretations of the Commission, the Trust would not be required to make such
filings under Section 314(a) of the Trust Indenture Act, then the Trust shall
not be required to make such filings.


 


(ii)                                  file
with the Indenture Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Trust,
with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and


 


(iii)                               transmit
within thirty (30) days after the filing thereof with the Indenture Trustee, in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, such summaries of any information, documents and reports required to be
filed by the Trust pursuant to paragraphs (i) and (ii) of this Section
3.10(c) as may be required by rules and regulations prescribed from time to
time by the Commission.


 


(d)                                 The
Trust shall comply with the provisions of Section 314(d) of the Trust Indenture
Act.


 


SECTION 3.11. 
Performance of Obligations.  The Trust may contract with other Persons
for the performance of the Trust’s obligations hereunder (other than the
execution and delivery of Trust Requests, Trust Orders and Trust Certificates)
and the performance of such obligations by such other Persons shall be deemed
to be the performance thereof by the Trust, as applicable.


 


SECTION 3.12. 
Existence.


 


(a)                                  The
Trust will do or cause to be done all things necessary to preserve and keep in
full force and effect its existence, rights (charter and statutory) and
franchises as a Delaware statutory or common law trust, as applicable, and,
upon the advice of counsel, will obtain and preserve its qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes or any portion of the Collateral. 
The Trust will, promptly after any amendment or modification of the
Trust Agreement, send copies thereof to the Indenture Trustee and the Rating
Agencies.


 


(b)                                 The
Trust will maintain books and records and bank accounts separate from those of
any other Person and any other trust organized under the Program; will at all
times 


 


38

















 


hold itself out to the public
as separate and distinct from any Affiliates and each other trust organized
under the Program; and file or cause to be filed its own tax returns.


 


(c)                                  The
Trust shall maintain its assets and transactions separately from those of any
Affiliates and any other trust organized under the Program, reflect such assets
and transactions in financial statements separate and distinct from those of
any Affiliates and any trust organized under the Program and evidence such
assets and transactions by appropriate entries in books and records separate
and distinct from those of any Affiliates (including any other trust organized
under the Program).


 


SECTION 3.13. 
Reports; Financial Information;
Notices of Defaults.


 


(a)                                  The
Trust shall promptly deliver to the Indenture Trustee copies of all reports,
statements and information received by it pursuant to the Funding Agreement or
otherwise in respect of the Collateral.


 


(b)                                 The
Trust shall promptly inform the Indenture Trustee in writing of the occurrence
of any Default or Event of Default which is continuing of which it has actual
knowledge.  Each notice given pursuant
to this Section 3.13(b) shall be accompanied by a Trust Certificate
setting forth details of the occurrence referred to therein and stating what
action, if any, the Trust has taken or proposes to take with respect thereto.


 


(c)                                  The
Trust shall collect all forms (or, if applicable, copies of such forms), if
any, from the Paying Agent or Registrar (or from such other persons as are
relevant) that are required to exempt payments under the Notes or the Funding
Agreement, from United States federal income tax withholding.  In addition, the Trust shall execute and
file such forms and take such actions for United States federal income tax purposes
as shall be reasonable and necessary to ensure that payments of interest,
principal, premium and Additional Amounts, if applicable, in respect of the
Notes or the Funding Agreement, are not subject to United States federal
withholding or backup withholding tax.


 


(d)                                 In
accordance with Section 312(a) of the Trust Indenture Act, the Trust shall
furnish or cause to be furnished to the Indenture Trustee:


 


(i)                                     semi-annually
with respect to the Series of Notes not later than the seventh day of May and
the seventh day of November of each year or upon such other dates as are set
forth in or pursuant to a Trust Order or indenture supplemental hereto a list,
in each case in such form as the Indenture Trustee may reasonably require, of
the names and addresses of Holders as of the applicable date, and


 


(ii)                                  at
such other times as the Indenture Trustee may request in writing, within thirty
(30) days after the receipt by the Trust of any such request, a list of similar
form and content as of a date not more than fifteen (15) days prior to the time
such list is furnished,


 


provided, however, that so long as the
Indenture Trustee is the Registrar no such list shall be required to be
furnished.


 


39

















 


(e)                                  The
Indenture Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.


 


Every Holder,
by receiving and holding Notes, agrees with the Trust and the Indenture Trustee
that neither the Trust, the Indenture Trustee, the Paying Agent or the
Registrar shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Section 312(c) of the Trust Indenture Act, regardless of the source from which
such information was derived, and that the Indenture Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.


 


(f)                                                                                    (i)                                     On
or before the seventh day of November of each calendar year commencing November
7, 2003, if required by Section 313(a) of the Trust Indenture Act, the
Indenture Trustee shall transmit, pursuant to Section 313(c) of the Trust
Indenture Act, a brief report with respect to any of the events specified in
Section 313(a) of the Trust Indenture Act which may have occurred since the
later of the immediately preceding seventh day of November and the date of this
Indenture.


 


(ii)                                  The
Indenture Trustee shall transmit, pursuant to Section 313(c) of the Trust
Indenture Act, the reports required by Section 313(b) of the Trust Indenture
Act at the time specified therein.


 


(iii)                               Reports
pursuant to this Section shall be transmitted in the manner and to the Persons
required by Sections 313(c) and 313(d) of the Trust Indenture Act.


 


SECTION 3.14. 
Payment of Taxes and Other Claims.  The Trust will pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (1) all taxes,
assessments and governmental charges levied or imposed upon the Trust or upon
the income, profits or property of the Trust, and (2) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a Lien upon
the property of the Trust; provided,
however, that the Trust shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.  The Trust
shall comply with the requirements of all other applicable laws, the
non-compliance with which would, individually or in the aggregate, materially
and adversely affect the condition (financial or otherwise) of the Trust or
which would impair in any material respect the ability of the Trust to perform
its obligations under the Notes or this Indenture.


 


SECTION 3.15. 
Negative Covenants.  So  long
as any Notes are Outstanding, the Trust will not take any of the following
actions, except as otherwise permitted hereunder:


 


(a)                                  sell,
transfer, exchange, assign, lease, convey or otherwise dispose of any assets
held by the Trust (owned as of the date of the Trust Agreement, or thereafter
acquired), including, without limitation, any portion of the Collateral, except
as expressly permitted hereby;


 


40

















 


(b)                                 incur
or otherwise become liable, directly or indirectly, for any Indebtedness or
Contingent Obligation except for the Notes issued pursuant to this Indenture
and the transactions contemplated thereby;


 


(c)                                  engage
in any business or activity other than in connection with, or relating to, the
performance of the Trust Agreement and the execution, delivery and performance
of any documents, including the Program Documents (other than the Trust
Agreement), relating to the Notes issued under this Indenture and the transactions
contemplated thereby, and the issuance of the Notes pursuant to this Indenture;


 


(d)                                 (i)                                     permit
the validity or effectiveness of this Indenture or any grant of security
interest in or assignment for collateral purposes of the Collateral to be
impaired, or permit a Lien created under this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenants or obligations under any document or agreement
assigned to the Indenture Trustee, except as may be expressly permitted hereby,
(ii) create, incur, assume or permit any Lien or other encumbrance (other than
a Lien created by this Indenture) on any of its properties or assets owned or
thereafter acquired, or any interest therein or the proceeds thereof, or (iii)
permit a Lien created under this Indenture not to constitute a valid first
priority perfected security interest in the Collateral;


 


(e)                                  amend,
modify or fail to comply with any material provision of the Trust Agreement,
except for any amendment or modification of the Trust Agreement expressly
permitted thereunder;


 


(f)                                    own
any subsidiary or lend or advance any funds to, or make any investment in, any
Person, except for an investment in Funding Agreements or the investment of any
funds held by the Indenture Trustee, the Paying Agent, Wilmington or the
Administrator as provided in this Indenture or the Trust Agreement;


 


(g)                                 directly
or indirectly declare or make any distribution or other payment to, or redeem
or otherwise acquire or retire for value the interest of, the Trust Beneficial
Owner if any amount under the Notes is due and unpaid, or directly or
indirectly redeem or otherwise acquire or retire for value any Indebtedness or
Contingent Obligation other than the Notes;


 


(h)                                 exercise
any rights with respect to the Collateral except at the written direction of,
or with the prior written approval of, the Indenture Trustee;


 


(i)                                     become
an “investment company” under, or come under the “control” of an “investment
company,” as such terms are defined in the Investment Company Act;


 


(j)                                     enter
into any transaction of merger or consolidation or liquidate or dissolve itself
(or suffer any liquidation or dissolution), or acquire by purchase or otherwise
all or substantially all the business or assets of, or any stock or other
evidence of beneficial ownership of, any Person;


 


(k)                                  take
any action that would cause it not to be treated as a grantor trust for United
States federal income tax purposes;


 


41

















 


(l)                                     have
any subsidiaries, employees or agents other than Wilmington, the Administrator
and other persons necessary to conduct its activities and enter into
transactions contemplated under the Program Documents;


 


(m)                               have
an interest in any bank account other than (i) those accounts required under
the Program Documents, and (ii) those accounts expressly permitted by the
Indenture Trustee; provided that
any such further accounts or the Trust’s interest therein shall be charged or
otherwise secured in favor of the Indenture Trustee;


 


(n)                                 issue
Notes under this Indenture unless (i) the Trust has purchased or will
simultaneously purchase one or more Funding Agreements from Protective Life to
secure such Notes, (ii) Protective Life has affirmed in writing to the Trust
that it has made or simultaneously will make changes to its books and records
to reflect the granting of a security interest in, and the making of an
assignment for collateral purposes of, the Funding Agreements by the Trust to
the Indenture Trustee and (iii) the Trust has taken such other steps as may be
necessary to cause the Indenture Trustee’s grant of security interest in, and
assignment for collateral purposes of, the Collateral to be perfected for
purposes of the UCC or effective against the Trust’s creditors and subsequent
purchasers of the Collateral pursuant to insurance or other applicable law;


 


(o)                                 permit
any Affiliate, employee or officer of Protective Life or any purchasing agent
or selling agent to be a trustee of the Trust;


 


(p)                                 commingle
the assets of the Trust with assets of any Affiliates (including any other
trust organized under the Program), or guarantee any obligation of any
Affiliates (including any trust organized under the Program); or


 


(q)                                 maintain
any joint account with any Person, become a party, whether as co-obligor or
otherwise, to any agreement to which any Person is a party (other than in
respect of the Program Documents), or become liable as a guarantor or otherwise
with respect to any Indebtedness or contractual obligation of any Persons.


 


SECTION
3.16.  Non-Petition.  Each of the Indenture Trustee, the
Administrator, each Holder of a Note, each Agent and Wilmington covenants and
agrees that, for a period of one year plus one day after payment in full of all
amounts payable under or in respect of this Indenture and the Notes, it will
not institute against, or join any other Person in instituting against, the
Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any federal or state bankruptcy or
similar law.  The immediately preceding
sentence shall survive any termination of this Indenture.


 


Notwithstanding
the foregoing, each of the Indenture Trustee and each Agent covenants and
agrees that, it will not institute against, or join any other Person in
instituting against, the Trust any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal
or state bankruptcy or similar law, as a result of the failure to pay fees or
expenses pursuant to Section 7.10 to any party entitled thereto.


 


Moreover, each
of the Indenture Trustee, the Paying Agent, the Transfer Agent, the Calculation
Agent and the Registrar covenants and agrees that it will not cause an Event of


 


42

















 


Default as a result of the
Trust’s failure to pay any fees or expenses pursuant to Section 7.10 to
any party entitled thereto.


 


SECTION 3.17. 
Title to the Collateral.  The Trust covenants and agrees that the
Trust owns or, prior to the issuance of the Notes will own, the Funding
Agreement and all of the rest of the Collateral, free and clear of any Liens
other than the security interests or assignments for collateral purposes made
pursuant to Article 4 of this Indenture; and that the Trust is not and will not
become a party to or otherwise be bound by any agreement, other than this
Indenture, which restricts in any manner the rights of any present or future
holder of any of the Collateral with respect thereto.


 


The Trust
shall notify in writing the Indenture Trustee and any Rating Agencies as
promptly as practicable upon becoming aware of any change in the law of the
State of Tennessee following the date of this Indenture with respect to the
priority status of any Funding Agreement in a liquidation of, or other
delinquency proceeding against, Protective Life.


 


SECTION 3.18. 
Withholding and Payment of Additional
Amounts.


 


(a)                                  All
payments due in respect of the Notes will be made free and  clear 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 in the United States having the
power to tax, unless such withholding or deduction is required by law.  Unless otherwise specified in the applicable
Pricing Supplement, if any such withholding or deduction is required by law,
the Trust will not pay any Additional Amounts to Holders in respect of any such
withholding or deduction and any such withholding or deduction will not give
rise to a Default or an Event of Default or any independent right or obligation
to redeem the Notes.  Unless the Funding
Agreement specifies that Protective Life will pay Additional Amounts to the
Trust in the event that any amount due with respect to the Funding Agreement is
subject to 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 in the
United States having the power to tax, and Protective Life is not obligated
under the Funding Agreement to pay any Additional Amounts with respect to such
withholding or deduction, the Trust will be deemed for all purposes of the
Program Documents to have received cash in an amount equal to the amount of any
such withholding or deduction, and each Holder will be deemed for all purposes
of the Program Documents to have received cash in an amount equal to the
portion of such withholding or deduction that is attributable to such Holder’s
interest in the Notes as equitably determined by the Trust.


 


(b)                                    Subject
to the final sentence of this Section 3.18(b), and to the extent
specified in the applicable Pricing Supplement, the Trust shall pay to a Holder
of any Note who is not a “United States person” within the meaning of Section
7701(a)(30) of the Code, Additional Amounts to compensate for any 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
on payments in respect of such Note, by or on behalf of any governmental
authority in the United States having the power to tax, so that the net amount
received by the Holder under that Note, after giving effect to such withholding
or deduction, will equal the amount that would have been received under such
Note were no such deduction or withholding required; provided that the Trust shall not, unless otherwise
specified in the


 


43

















 


applicable Pricing Supplement
or a supplemental indenture, be required to make any payment of any Additional
Amount for or on account of: (i) any tax,
duty, levy, assessment or other governmental charge imposed which would have
not been imposed but for (A) the existence of any present or former connection
between the Holder or beneficial owner (as determined for United States federal
income tax purposes) of the Note or the Funding Agreement (any such Holder or
beneficial owner, hereafter, the “Owner”) and such governmental authority,
including without limitation, being or having been a citizen or resident
thereof, or being or having been present therein, incorporated therein,  engaged in a trade or business therein or
having (or having had) a permanent establishment or principal office therein,
(B) such Owner being or having been a controlled foreign corporation within the
meaning of Section 957(a) of the Code related within the meaning of Section
864(d)(4) of the Code to Protective Life, the Trust Beneficial Owner or a
private foundation or other tax-exempt organization, (C) such Owner being or
having been an actual or constructive owner of ten percent (10%) or more of the
total combined voting power of all the outstanding stock of Protective Life or
the Trust Beneficial Owner, (D) such Owner being a bank for United States
federal income tax purposes whose receipt of interest on the Note or Funding
Agreement is described in Section 881(c)(3)(A) of the Code or (E) such Owner
being subject to backup withholding as of the date of becoming an Owner; (ii)
any tax, duty, levy, assessment or other governmental charge which would not
have been imposed but for the presentation of the Note or other evidence of
beneficial ownership thereof (where presentation is required) for payment on a
date more than thirty (30) days after the date on which such payment becomes
due and payable or the date on which payment is duly provided for whichever
occurs later; except to the extent that the Owner would have been entitled to
Additional Amounts had the Note been presented on the last day of such thirty
(30) day period; (iii) any tax, duty, levy, assessment or other governmental
charge which is imposed or withheld by reason of the failure of an Owner to
comply with certification, identification or information reporting requirements
concerning the nationality, residence, identity or connection with the United
States of an Owner (including, without limitation, failure to provide IRS Forms
W-8BEN or W-8ECI), if compliance is required by statute, by regulation of the
United States Treasury Department, judicial or administrative interpretation,
other law or by an applicable income tax treaty to which the United States is a
party as a condition to exemption from such tax, duty, levy, assessment or
other governmental charge;  (iv) any
inheritance, gift, estate, personal property, sales, transfer or similar tax,
duty, levy, assessment or similar governmental charge; (v) any tax, duty, levy,
assessment or  other governmental charge
that is payable otherwise than by withholding from payments in respect of the
Notes; (vi) any tax, duty, levy, assessment or other governmental charge that
would not have been imposed or withheld but for the treatment of payments in
respect of the Notes or the Funding Agreement as contingent interest described
in Section 871(h)(4) of the Code; (vii) any tax, duty, levy, assessment or
other governmental charge that would not have been imposed or withheld but for
an election by the Owner the effect of which is to make payment in respect of
the Notes subject to United States federal income tax; (viii) any tax, duty,
levy, assessment or other governmental charge resulting from a European Union
Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi),
(vii) or (viii).  The obligation to pay
Additional Amounts shall not apply unless Protective Life is obligated to pay
additional amounts under the Funding Agreement (1) to compensate for any
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 on payments in respect of the Funding Agreement by or on
behalf of any governmental authority 


 


44

















 


in the United States having the
power to tax and (2) to reimburse the Trust for any Additional Amounts due to
Holders.


 


(c)                                  If
the applicable Pricing Supplement indicates that the Trust will pay any
Additional Amounts to Holders as described in Section 3.18(b) and any
such Additional Amounts actually become due and payable the Trust shall deliver
to the Indenture Trustee a Trust Certificate that indicates the amount of such
Additional Amounts and the dates of the payment of such Additional
Amounts.  The Indenture Trustee may
conclusively rely on such Trust Certificate in making the payment of such
Additional Amounts.


 


(d)                                 Whenever
in this Indenture or in any Note there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of,
any Note or the net proceeds received on the sale or exchange of any Note, such
mention shall be deemed to include mention of the payment of Additional Amounts
if so specified in the applicable Pricing Supplement.  Further, express mention of the payment of Additional Amounts (if
applicable) in any provision hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.


 


SECTION 3.19. 
Additional Representations and
Warranties.


 


(a)                                  The
Trust hereby represents and warrants that:


 


(i)                                     to
the extent the creation of a security interest in the Funding Agreement is governed
by the UCC, this Indenture will create a valid security interest (as defined in
the UCC) in the Funding Agreement in favor of the Indenture Trustee for the
benefit and security of the Holders, which security interest will be prior to
all other Liens;


 


(ii)                                  the
Funding Agreement will constitute a “general intangible,” within the meaning of
the UCC;


 


(iii)                               subject
to the grant of security interest, pledge and collateral assignment of the
Trust’s right, title and interest in the Funding Agreement, the Trust will be a
party to and will be the person entitled to payment under each of the documents
included in the Funding Agreement on the date thereof free and clear of any
Lien, claim or encumbrance of any Person, other then the Lien created hereunder
or any Lien otherwise permitted under this Indenture;


 


(iv)                              to
the extent the UCC applies, the Trust has caused or will have caused, within
ten (10) days of the issuance of the Notes, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest in
the Funding Agreement granted to the Indenture Trustee for the benefit and
security of the Holders hereunder;


 


(v)                                 other
than the security interest granted to the Indenture Trustee for the benefit and
security of the Holders pursuant to this Indenture, the 


 


45

















 


Trust will not
pledge, assign, sell, grant a security interest in, or otherwise convey any
interest in the Funding Agreement;


 


(vi)                              the
Trust will not authorize the filing of and is not aware of any financing
statements against the Trust that include a description of collateral covering
the Funding Agreement other than any financing statement relating to the
security interest granted to the Indenture Trustee for the benefit and security
of the Holders hereunder; and


 


(vii)                           the
Trust is not aware of any judgment or tax lien filings against the Trust.


 


(b)                                    The
foregoing representations and warranties will survive the execution and
delivery of the Notes. No party will waive any of the foregoing representations
and warranties. The Indenture Trustee and the Trust will maintain the
perfection and priority of the security interest in the Funding Agreement.


 


SECTION 3.20. 
Ancillary Documents.  The Trust hereby expressly
authorizes and directs the Indenture Trustee to execute and deliver each of the
documents, instruments and agreements attached as Exhibits or otherwise
expressly contemplated by the terms of, this Indenture with respect to the
Notes from time to time.


 


ARTICLE 4.


Granting of Security Interest and Assignment for
Collateral Purposes


 


SECTION 4.01. 
Creation.  To secure the full and punctual payment of
the Secured Obligations in accordance with the terms thereof and to secure the
performance of the Trust’s obligations under the Notes and this Indenture, the
Trust hereby assigns and pledges to and with the Indenture Trustee for the
ratable benefit of each Holder and grants to the Indenture Trustee for the
ratable benefit of each Holder security interests in the Collateral, and all of
its rights and privileges with respect to the Collateral, and all income and
profits thereon, and all interest, dividends and other payments and
distributions with respect thereto, and all Proceeds of the foregoing.
Contemporaneously with the issuance of the Notes, the Trust will deliver the
Funding Agreement to the Indenture Trustee or its agent in pledge hereunder and
make such filings, cause Protective Life as the issuer of the Funding Agreement
to register and acknowledge the Indenture Trustee or its agent or the Holders
as having the rights of an assignee for collateral purposes of the Funding
Agreement and take such other action as may be necessary to cause the Indenture
Trustee for the ratable benefit of each Holder to have a perfected security
interest in or be the recipient of a valid assignment for collateral purposes
of the Funding Agreement and the rest of the Collateral that is effective
against the Trust’s creditors and subsequent purchasers thereof.


 


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SECTION 4.02. 
Scope.


 


(a)                                  The
security interest or assignment for collateral purposes granted or made
pursuant to Section 4.01 is granted or made in trust to secure the full
and punctual payment of the Secured Obligations equally and ratably among the
Holders, without prejudice, priority or distinction, except as expressly
provided in this Indenture, in the following order of priority:


 


first, to the
payment of the amounts, for principal, premium, if any, and interest and all
such other amounts, respectively, then due and unpaid in respect of which or
for the benefit of which such amount has been collected, ratably, without
preference or priority of any kind, according to the aggregate amounts due and
payable on the Notes; and


 


second, any
remaining balance shall be paid to the Trust and such remaining balance shall
be distributed by Wilmington in accordance with the Trust Agreement, subject to
Section 3.01(d) of the Trust Agreement.


 


(b)                                 The
Trust does hereby constitute and irrevocably appoint the Indenture Trustee the
true and lawful attorney of the Trust, with full power (in the name of the
Trust or otherwise), for so long as the security interest or assignment for
collateral purposes granted or made pursuant to Section 4.01 shall remain
in effect, to exercise all rights of the Trust with respect to the Collateral
(including as an owner or policyholder of the Funding Agreement) and to ask,
require, demand, receive, settle, compromise, compound and give acquittance for
any and all monies and claims for monies due and to become due under or arising
out of any of the Collateral, to endorse any checks or other instruments or
orders in connection therewith and to file any claims or take any action or
institute any proceedings that the Indenture Trustee may deem to be necessary
or advisable in the circumstances.  The
power of attorney granted pursuant to this Indenture and all authority hereby
conferred are granted and conferred solely to protect the Indenture Trustee’s
interest in the Collateral held for the benefit and security of the Holders and
shall not impose any duty upon the Indenture Trustee to exercise any
power.  This power of attorney shall be
irrevocable as one coupled with an interest prior to the payment in full of all
the Notes.


 


(c)                                  This
Indenture shall constitute a security agreement and an agreement to assign the
Collateral for collateral purposes under the laws of the State of New York
applicable to agreements made and to be performed therein.  Upon the occurrence of any Event of Default
with respect to the Notes, and in addition to any other rights available under
this Indenture and the Funding Agreement or otherwise available at law or in
equity, the Indenture Trustee shall have all rights and remedies of a secured
party or an assignee for collateral purposes on default under the laws of the
State of New York and other applicable law to enforce the assignments and
security interests contained herein and, in addition, shall have the right,
subject to compliance with any mandatory requirements of applicable law, to
sell or apply the Funding Agreement and any other rights and other interests
assigned or pledged hereby in accordance with the terms of this Indenture at
public or private sale.  All amounts
received hereunder shall be applied first to all costs and expenses incurred by
the Indenture Trustee in connection with such collection and enforcement and
thereafter as provided in this Indenture.


 


(d)                                 It
is expressly agreed that anything herein or therein contained to the contrary
notwithstanding, the Trust shall remain liable under the Funding Agreement to
perform all the obligations of it thereunder, all in accordance with and
pursuant to the terms and provisions thereof, and the Indenture Trustee shall
not have any obligations or liabilities with


 


47

















 


respect to the Funding
Agreement by reason of or arising out of this Indenture, nor shall the
Indenture Trustee be required or obligated in any manner to perform or fulfill
any obligations of the Trust under or pursuant to the Funding Agreement or,
other than as provided in this Indenture, to make any payment, to make any
inquiry as to the nature or sufficiency of any payment received by it, or,
prior to the occurrence and continuance of an Event of Default, to present or
file any claim, or to take any action to collect or enforce the payment of any
amounts that may have been assigned to it or to which it may be entitled at any
time or times.


 


(e)                                  The
Indenture Trustee acknowledges the granting of such security interests and the
making of such assignments for collateral purposes, accepts the terms hereunder
in accordance with the provisions hereof and agrees to perform its duties
herein subject to and with the benefit of the provisions hereof, to the end
that the interests of the Holders may be adequately and effectively protected.


 


SECTION 4.03. 
Termination of Security Interest.  Upon the payment in full of all Secured
Obligations relating to the Notes, the security interest shall terminate and
all rights to the Collateral shall revert to the Trust.  Upon termination of the security interest,
the Indenture Trustee will execute and deliver to the Trust such documents as
the Trust shall reasonably request to evidence the termination of the security
interest.


 


ARTICLE 5


Satisfaction  and
Discharge; Subrogation


 


SECTION 5.01. 
Satisfaction and Discharge of
Indenture.  This Indenture
shall cease to be of further effect with respect to the Notes (except as to any
surviving rights of registration of transfer or exchange of Notes herein
expressly provided for) and the Indenture Trustee, on written demand of the
Trust, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when


 


(a)                                  either:


 


(i)                                     all
Notes theretofore authenticated and delivered (other than Notes which have been
mutilated, destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.08) have been delivered to the Indenture Trustee
for cancellation; or


 


(ii)                                  all
Notes


 


(A)                              have become due and
payable,


 


(B)                                will become due and
payable at their Stated Maturity Date within one year, or


 


(C)                                are to be called for
redemption within one year under arrangements satisfactory to the Indenture
Trustee for the giving of notice of redemption by the Indenture Trustee in the
name, and at the expense, of the Trust,


 


48

















 


and the Trust,
in the case of (A), (B) or (C) above, has deposited or caused to be deposited
with the Indenture Trustee as trust funds in trust for such purpose, an amount
sufficient to pay and discharge the entire indebtedness on the Notes not
theretofore delivered to the Indenture Trustee for cancellation, for principal
of, premium, if any, or any interest on, the Notes to the date of such deposit
(in the case of Notes which have become due and payable) or to the Stated
Maturity Date, as the case may be;


 


(b)                                 the
Trust has paid or caused to be paid in full all other sums payable hereunder by
the Trust with respect to the Secured Obligations; and


 


(c)                                  the
Trust has delivered to the Indenture Trustee a Trust Certificate and an Opinion
of Counsel each stating that all conditions precedent herein providing for the
satisfaction and discharge of this Indenture with respect to the Notes have
been complied with.


 


Notwithstanding
the satisfaction and discharge of this Indenture with respect to the Notes, the
obligations of the Indenture Trustee under Section 5.02 shall survive.


 


SECTION 5.02. 
Application of Trust Money.  All money deposited with the Indenture
Trustee pursuant to this Indenture shall be held in trust in the Collection
Account and applied by it, in accordance with the provisions of the Notes and
this Indenture, to the payment through any Paying Agent, to the Persons
entitled thereto, of the principal, premium, if any, interest and Additional
Amounts, if any, for whose payment such money has been deposited with or
received by the Indenture Trustee.


 


If no Event of Default with
respect to the Notes exists, the following priority of payments shall apply:


 


first, to the
payment of the amounts then due and unpaid upon the Notes for principal,
premium, if any, and interest and all other amounts in respect of which or for
the benefit of which such amount has been collected, ratably, without
preference or priority of any kind, according to the aggregate principal
amounts due and payable on the Notes; and


 


second, any
remaining balance shall be paid to the Trust and such remaining balance shall
be distributed by Wilmington in accordance with the Trust Agreement, subject to
Section 3.01(d) of the Trust Agreement.


 


ARTICLE 6


Defaults and Remedies


 


SECTION 6.01. 
Events of Default.


 


“Event of Default,” wherever used herein,
means any one of the following events with respect to the Notes (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


49

















 


(a)                                  failure
to pay the principal or premium, if any, of any Note and the continuance of such
failure for a period of one (1) Business Day after such principal or premium,
if any, becomes due and payable;


 


(b)                                 failure
to pay any interest on any Note within five (5) Business Days after such
interest becomes due and payable;


 


(c)                                  an
“Event of Default” (as defined in the Funding Agreement) by Protective Life
under the Funding Agreement securing the Notes;


 


(d)                                 failure
to observe or perform in any material respect any one or more of the other
covenants in this Indenture (other than a covenant or default or breach of
which is specifically set forth in Section 6.01(a), (b) and, if
applicable (h)) or the Notes, and continuance of such failure for a
period of sixty (60) days after the date on which there shall have been given
written notice by registered or certified mail, return receipt requested,
specifying such failure, thereof to the Trust by the Indenture Trustee or to
the Trust and the Indenture Trustee by Holders of Notes representing at least
twenty-five percent (25%) of the aggregate principal amount of the Outstanding
Notes, which written notice shall be delivered by registered or certified mail,
return receipt requested, and shall specify such failure and require such
failure to be remedied and which notice shall state that it is a “Notice of Default” hereunder;


 


(e)                                  this
Indenture for any reason shall cease to be in full force and effect (other than
in accordance with its terms) or shall be declared null and void, or the
Indenture Trustee fails to have or maintain a validly created and perfected security
interest subject to no prior Liens or security interests in the Collateral and
proceeds thereof except as expressly permitted hereby; or any Person shall
successfully claim as finally determined by a court of competent jurisdiction
that any of the Liens granted to the Indenture Trustee with respect to any of
the Collateral are void or that the enforcement thereof or any other recourse
by the Indenture Trustee against any of the Collateral is materially limited
because of any preference, fraudulent transfer, conveyance or similar law;


 


(f)                                    either
(i)  a court having jurisdiction in the
premises shall enter a decree or order for relief in respect of the Trust or
the Collateral in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect in the State of
Delaware or any other applicable jurisdiction, which decree or order is not
stayed; or any other similar relief shall be granted under any applicable law;
or (ii) an involuntary case shall be commenced against the Trust or the
Collateral under any applicable bankruptcy, insolvency or other similar law of
the State of Delaware or any other applicable jurisdiction; or a decree or
order of a court having jurisdiction in the premises for the appointment of a
receiver, liquidator, sequestrator, trustee, custodian or other officer having
similar powers over the Trust or the Collateral, or over all or a substantial
part of its property, shall have been entered; or there shall have occurred the
involuntary appointment of an interim receiver, trustee or other custodian of
the Trust or the Collateral for all or a substantial part of its property; or a
court having jurisdiction in the premises shall enter a decree or order
declaring the dissolution of the Trust; or a warrant of attachment, execution
or similar process shall have been issued against any substantial part of the
property of the Trust and any such event described in this clause (ii) shall
continue for sixty (60) days unless dismissed, bonded or discharged;


 


50

















 


(g)                                 either
(i)  the Trust shall have an order for
relief entered with respect to it or shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law of the State of Delaware
or any other applicable jurisdiction, or shall consent to the entry of an order
for relief in an involuntary case, or to the conversion of an involuntary case
to a voluntary case, under any such law, or shall consent to the appointment of
or taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; or the Trust shall make any assignment for
the benefit of creditors; or (ii) the Trust shall fail or be unable, or the
Trust admits in writing its inability, to pay its debts as such debts become
due; or the trustee of the Trust shall adopt any resolution or otherwise
authorize any action to approve or for the purpose of effecting any of the
actions referred to in this paragraph (g); or


 


(h)                                 any
other Event of Default provided in (i) the applicable Prospectus Supplement or
the applicable Pricing Supplement and (ii) the Notes or any supplemental
indenture.


 


SECTION 6.02. 
Acceleration of Maturity Date;
Rescission and Annulment.  If
an Event of Default specified in any of Sections 6.01(a), (b), (c),
(f) or (g) hereof occurs, the principal of and all accrued and
unpaid interest and any other amounts payable on the Notes shall automatically
be and become due and payable immediately, without any declaration or other act
whatsoever on the part of the Trust, the Indenture Trustee or any Holder.  If any Event of Default other than those
specified in Sections 6.01(a), (b), (c), (f) or (g)
hereof occurs and is continuing, then in every such case the Indenture Trustee
or the Holders of more than twenty-five percent (25%) in aggregate principal
amount of the Outstanding Notes, by a notice in writing to the Trust (and to
the Indenture Trustee if given by the Holders of the Notes), may (but are not
required to) declare the sum of (a) the principal amount of all the Outstanding
Notes and (b) any other amounts, including accrued and unpaid interest, payable
to the Holders to the extent such amounts are permitted by law to be paid, to
be due and payable immediately, and upon any such declaration such amount shall
become due and payable on the date the written declaration is received by the
Trust; provided, however, that with respect to any Note
issued with original issue discount the amount of principal due and payable for
such Note will be the amount determined as set forth in the Pricing Supplement
or, if not so set forth, by multiplying (i) the then outstanding aggregate
principal amount of such Note by (ii) the sum of (A) the original issue price
of the Note (expressed as a percentage of the then outstanding aggregate
principal amount of such Note) plus (B) the original issue discount (expressed
as a percentage) amortized from the original issue date of such Note to the
date of declaration of acceleration of maturity of such Note (calculated using
the interest method in accordance with generally accepted accounting principles
in effect on the date of determination).


 


At any time
after such a declaration of acceleration of maturity of the Notes has been made
pursuant to the second sentence of this Section 6.02 and before a
judgment or decree for payment of the money due has been obtained by the
Indenture Trustee as hereinafter provided in this Article, the Holders of Notes
representing at least sixty-six and two-thirds percent (66-2/3%) of the
aggregate principal amount of the Outstanding Notes, by written notice to the
Trust and the Indenture Trustee, may rescind and annul such declaration and its
consequences if


 


(a)                                  the
Trust has paid or deposited with the Indenture Trustee a sum sufficient to pay


 


51

















 


(i)                                     all overdue
installments of interest and Additional Amounts, if applicable, on all Notes,


 


(ii)                                  the principal and
premium, if any, of any Notes which have become due otherwise than by such
declaration of acceleration and interest thereon with respect thereto at the
rate borne by the Notes, and


 


(iii)                               all sums paid or
advanced by the Indenture Trustee hereunder; and


 


(b)                                 all
Events of Default, other than the nonpayment of the principal of or interest on
the Notes which have become due solely as a result of such acceleration, have
been cured or waived as provided in Section 6.13.


 


No such
rescission shall affect any subsequent Default or Event of Default or impair
any right consequent thereon.


 


SECTION 6.03. 
Collection of Indebtedness and Suits
for Enforcement.  The Trust
covenants that if


 


(a)                                  default
is made in the payment of any installment of interest on any Note when such
interest becomes due and payable (after the expiration of any applicable cure
period), or


 


(b)                                 default
is made in the payment of the principal or premium, if any, of any Note when
such principal or premium, if any, becomes due and payable,


 


the Trust will upon demand of
the Indenture Trustee (which the Indenture Trustee may make, but is not
required to make) pay to the Indenture Trustee, for the benefit of all the
Holders of the Notes, the whole amount then due and payable on the Notes and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and
counsel.


 


If the Trust
fails to pay such amounts it is required to pay the Indenture Trustee pursuant
to the preceding paragraph, then forthwith upon the demand of the Indenture
Trustee, in its own name and as trustee of an express trust, the Indenture
Trustee may (but is not required to) institute a judicial proceeding for the
collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Trust or any
other obligor upon any of the Notes and collect the monies adjudged or decreed
to be payable in the manner provided by law out of the property of the Trust or
any other obligor upon the Notes, including the Collateral, wherever situated.


 


If an Event of
Default with respect to the Notes occurs and is continuing, the Indenture
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Notes by such appropriate judicial proceedings as the
Indenture Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.


 


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SECTION 6.04. 
Indenture Trustee May File Proofs of
Claim.  In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, composition or other judicial proceeding relative
to the Trust or any other obligor upon the Notes or the property held in the
Trust or of such other obligor or their creditors, the Indenture Trustee
(irrespective of whether the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand on the Trust for the payment of
any overdue principal, premium or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,


 


(a)                                  to
file and prove a claim for the whole amount of principal of, and any premium
and interest owing and unpaid in respect of, the Notes and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Indenture Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee,
its agents and counsel) and of the Holders allowed in such proceeding; and


 


(b)                                 to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same,


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Indenture Trustee and, in the event that the Indenture Trustee
shall consent, to make such payments directly to the Holders, and to pay to the
Indenture Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and
counsel, and any other amounts due to the Indenture Trustee under Section
7.10.


 


Nothing herein
contained shall be deemed to authorize the Indenture Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment, or composition affecting any of the
Notes or the rights of any Holder thereof, or to authorize the Indenture
Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


SECTION 6.05. 
Indenture Trustee May Enforce Claims
Without Possession of Notes.  All
rights of action and claims under this Indenture or any of the Notes may be
prosecuted and enforced by the Indenture Trustee without the possession of any
of the Notes or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Indenture Trustee in accordance with the
terms hereof shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel, be for the ratable benefit of the Holders of
Notes in respect of which such judgment has been recovered.


 


SECTION 6.06. 
Application of Money Collected.  Notwithstanding anything herein
to the contrary, any money collected by the Indenture Trustee following an
Event of Default and during the continuance thereof pursuant to Article 6
or otherwise under this Indenture, any supplements hereto or the Funding
Agreement, and any moneys that may then be held or thereafter received by the
Indenture Trustee as security with respect to the Notes shall be held in the
Collection Account and be applied in the following order, at the date or dates
fixed by the 


 


53

















 


Indenture Trustee and, in case
of the distribution on account of principal or interest, upon presentation of
the Notes, or both, and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


first, to the
payment of the reasonable and customary expenses and counsel fees incurred by
the Indenture Trustee and any other amounts due and unpaid to the Indenture
Trustee by the Trust, in an aggregate amount of no more than $250,000 for all
notes issued under the Program, to the extent not paid pursuant to the Expense
and Indemnity Agreement;


 


second, to the
payment of the amounts then due and unpaid upon the Notes for principal,
premium, if any, and interest and all other amounts in respect of which, or for
the benefit of which, such amount has been collected, ratably, without
preference or priority of any kind, according to the aggregate principal
amounts due and payable on the Notes; and


 


third, any remaining
balance shall be paid to the Trust and such remaining balance shall be
distributed by Wilmington in accordance with the Trust Agreement, subject to
Section 3.01(d) of the Trust Agreement.


 


Except as
expressly set forth herein, none of the Indenture Trustee, Paying Agent,
Registrar or any other Agent or any of their successors, employees, officers,
directors, affiliates or agents shall have any claim or rights of any nature in
or to the Collateral, whether as a result of set-off, banker’s lien or
otherwise, and the Indenture Trustee hereby waives, and the Paying Agent and
Registrar appointed hereunder shall be deemed to have waived, by its acceptance
of the duties hereunder, on behalf of itself and each such other Person, any
such claim or rights in or to the Collateral.


 


SECTION 6.07. 
Limitation on Suits.  Except as otherwise provided in Section
6.08, no Holder shall have any right to institute any proceedings, judicial
or otherwise, with respect to this Indenture or any agreement or instrument
included in the Collateral for the Notes or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:


 


(a)                                  such
Holder has previously given written notice to the Indenture Trustee of a
continuing Event of Default with respect to the Notes;


 


(b)                                 the
Holder or Holders of Notes representing not less than twenty-five percent (25%)
of the aggregate principal amount of the Outstanding Notes shall have made
written request to the Indenture Trustee to institute proceedings in respect of
such Event of Default in its own name as Indenture Trustee hereunder;


 


(c)                                  such
Holder or Holders have offered to the Indenture Trustee reasonable indemnity or
security satisfactory to it against the costs, expenses and liabilities to be
incurred in compliance with such request;


 


(d)                                 the
Indenture Trustee for sixty (60) days after its receipt of such notice, request
and offer of indemnity has failed to institute any such proceeding; and


 


54

















 


(e)                                  no
direction inconsistent with such written request has been given to the
Indenture Trustee during such sixty (60) day period by the Holder or Holders of
Notes representing at least a majority in aggregate principal amount of the
Outstanding Notes;


 


it being understood and
intended that no one or more Holders of Notes shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holder of any
Note or to obtain or to seek to obtain priority or preference over any other
Holder of any Note or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the Holders
of the Notes.


 


SECTION 6.08. 
Unconditional Rights of Holders to
Receive Payments.  Notwithstanding
any other provision in this Indenture, each Holder of any Note shall have the
right, which is absolute and unconditional, to receive payment of the principal
of, any interest on, and premium, if any, on such Note on the respective Stated
Maturity Date or redemption 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 6.09. 
Restoration of Rights and
Remedies.  If the Indenture
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Indenture
Trustee or to such Holder, then and in every such case the Trust, the Indenture
Trustee and each such Holder shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee and
each such Holder shall continue as though no such proceeding had been
instituted.


 


SECTION 6.10. 
Rights and Remedies Cumulative.  Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes in Section 2.08, no right or remedy herein conferred upon or
reserved to the Indenture Trustee or to each and every Holder is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


 


SECTION 6.11. 
Delay or Omission Not Waiver.  No delay or omission of the
Indenture Trustee or of any Holder to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such right or remedy accruing upon any Event of Default or an
acquiescence therein.  Every right and
remedy given by this Article or by law to the Indenture Trustee or to any
Holder may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee or by such Holder, as the case may be.


 


SECTION 6.12. 
Control by Holders.  Holders, representing at least a
majority  of the aggregate
principal amount of the Outstanding Notes, who provide the Indenture Trustee
with indemnification satisfactory to the Indenture Trustee, shall have the
right to direct the time,


 


55

















 


method and place of conducting
any proceedings for exercising any remedy available to the Indenture Trustee or
exercising any trust or power conferred on the Indenture Trustee with respect
to the Notes, including with respect to the Collateral; provided, however, that (a) such direction
shall not be in conflict with any rule of law or with this Indenture and (b)
the Indenture Trustee may take any other action deemed proper by the Indenture
Trustee that is not inconsistent with such direction.


 


SECTION 6.13. 
Waiver of Past Defaults.  Notwithstanding anything herein
to the contrary, only Holders representing a majority  of the aggregate principal amount of the Outstanding Notes
may on behalf of the Holders of all the Notes waive any past Default hereunder
with respect thereto and its consequences, except a Default


 


(a)                                  in
the payment of any principal of, any interest on, or premium, if any, on any
Note, or


 


(b)                                 in
respect of a covenant or provision hereof that cannot be modified or amended
without the consent of the Holder of each Outstanding Note.


 


Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture with respect
to the Notes; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


 


SECTION 6.14. 
Undertaking for Costs.  All parties to this Indenture
agree, and each Holder, by acceptance of a Note, shall be deemed to have agreed
that, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Indenture Trustee for any action taken,
suffered or omitted by it as Indenture Trustee, any court may in its discretion
require the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Indenture Trustee or any
Agent, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate Notes representing more than ten percent (10%) of the aggregate
principal amount of the Outstanding Notes, or to any suit instituted by any
Holder for the enforcement of the payment of any installment of interest on any
Note on or after the Stated Maturity Date thereof expressed in such Note or for
the enforcement of the payment of any principal of such Note at the Stated
Maturity Date therefor.


 


SECTION 6.15. 
Waiver of Stay or Extension
Laws.  The Trust covenants
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any law wherever enacted, now or at
any time hereafter in force, providing for any appraisement, valuation, stay,
extension or redemption, which may affect the covenants in, or the performance
of, this Indenture; and the Trust hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Indenture Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


 


56

















 


ARTICLE 7


The Indenture Trustee and Other Agents


 


SECTION 7.01. 
Duties of Indenture Trustee and
Agents.


 


(a)                                  If
an Event of Default has occurred and is continuing, the Indenture Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.


 


(b)                                 Except
during the continuance of an Event of Default, the duties and liabilities of the
Indenture Trustee are to perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations
of the Indenture Trustee shall be read into this Indenture.


 


(c)                                  No
provision of this Indenture shall be construed to relieve the Indenture Trustee
or any Agent from liability for its own negligent action, its own negligent
failure to act, or its own bad faith or willful misconduct, except that:


 


(i)                                     this
subsection does not limit the effect of subsection (b) of this Section 7.01;


 


(ii)                                  each
of the Indenture Trustee and each Agent may in good faith rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to it and conforming to the requirements of
this Indenture unless a Responsible Officer of the Indenture Trustee or such
Agent, respectively, has actual knowledge that such statements or opinions are
false; provided that the
Indenture Trustee or Agent, as the case may be, must examine such certificates
and opinions to determine whether they conform to the requirements of this
Indenture;


 


(iii)                               each
of the Indenture Trustee and each Agent shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it is proved that
the Indenture Trustee or Agent, as the case may be, was negligent in
ascertaining the pertinent facts;


 


(iv)                              the
Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with the direction of Holders
representing at least a majority of the aggregate principal amount of the
Outstanding Notes or pursuant to Section 6.07 for actions or omissions
relating to the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or exercising any trust or power
conferred upon the Indenture Trustee, under this Indenture with respect to the
Notes; and


 


(v)                                 no
provision of this Indenture shall require the Indenture Trustee or any Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for 


 


57

















 


believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.


 


(d)                                 Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Indenture Trustee shall be subject to the provisions of this Section
7.01.


 


(e)                                  The
Indenture Trustee shall promptly upon its receipt thereof deliver to each
Rating Agency copies of each of the following:


 


(i)                                     any
notice of any Event of Default by any party under the Funding Agreement
delivered by the Trust to the Indenture Trustee pursuant to paragraph (b) of Section
3.13;


 


(ii)                                  any
amendment or modification of the Trust Agreement delivered by the Trust to the Indenture
Trustee pursuant to paragraph (a) of Section 3.12;


 


(iii)                               any
notice of any Default or Event of Default, together with any relevant Trust
Certificate relating thereto, delivered by the Trust to the Indenture Trustee
pursuant to paragraph (b) of Section 3.13;


 


(iv)                              any
supplemental indenture referred to in Section 8.01 or 8.02;


 


(v)                                 any
other information reasonably requested by any Rating Agency;


 


(vi)                              any
notice of change in the identity of the Trust;


 


(vii)                           any
notice of change in the identity of the Indenture Trustee;


 


(viii)                        any
notice of adverse change in the priority status of the Funding Agreement as a
matter of the laws of the State of Tennessee; and


 


(ix)                                any
notice delivered to the Indenture Trustee under Section 3.12.


 


(f)                                    The
Indenture Trustee shall, on behalf of the Trust, and to the extent that the
relevant information shall be reasonably available to it, submit such reports
or information as may be required from time to time in relation to the issue of
the Notes by applicable law, regulations and guidelines by governmental
regulatory authorities as may be subsequently requested by the Trust and agreed
to in writing between the Trust and the Indenture Trustee.


 


SECTION 7.02. 
No Liability to Invest.  None of the Agents shall be under any
liability for interest on, or have any responsibility to invest, any monies
received by it pursuant to any of the provisions of this Indenture or the
Notes.


 


58

















 


SECTION 7.03. 
Performance Upon Default.  None of the Agents shall have any duty or
responsibility in case of any default by the Trust in the performance of its
obligations (including, without limiting the generality of the foregoing, any
duty or responsibility to accelerate all or any of the Notes or to initiate or
to attempt to initiate any proceedings at law or otherwise or to make any
demand for the payment thereof upon the Trust).


 


SECTION 7.04. 
No Assumption by Paying Agent,
Transfer Agent, Calculation Agent or Registrar.  In acting hereunder and in connection with
the Notes, the Paying Agent, the Transfer Agent, the Calculation Agent and the
Registrar shall act solely as agents of the Trust and will not thereby assume
any obligations towards, or relationship of agency or trust for, any of the Holders.


 


SECTION 7.05. 
Notice of Default.  Within ninety (90) days after a
Responsible Officer of the Indenture Trustee becomes aware of the occurrence of
any Default or Event of Default which is continuing hereunder, the Indenture
Trustee shall transmit to Wilmington and all Holders of Notes notice of each
such Default or Event of Default hereunder known to the Indenture Trustee,
unless such Default or Event of Default shall have been cured or waived; provided, however, that, except in the
case of a Default of the kind described in Section 6.01(a), (b), (c),
(f) or (g) the Indenture Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Indenture Trustee in good faith determine that the withholding of such notice
is in the interests of the Holders.


 


SECTION 7.06. 
Rights of Indenture Trustee.  Subject to the provisions of Section
7.01(c):


 


(a)                                  The
Indenture Trustee may rely on any document believed by it in good faith to be
genuine and to have been signed or presented by the proper Person. The
Indenture Trustee need not investigate any fact or matter stated in the
document.


 


(b)                                 Before
the Indenture Trustee acts or refrains from acting it may require a Trust
Certificate or an Opinion of Counsel (or may consult with financial or other
advisors or consultants appointed with due care). The Indenture Trustee shall
not be liable for any action it takes or omits to take in good faith in
reliance on any Trust Order, Trust Request, Trust Certificate, Opinion of
Counsel or advice from financial or other advisors or consultants appointed
with due care.


 


(c)                                  The
Indenture Trustee may act through agents or attorneys and shall not be responsible
for monitoring or supervising the actions of, or for the misconduct or
negligence of, any agent or attorney appointed with due care.


 


(d)                                 The
Indenture Trustee shall not be liable for any action it takes or omits to take
in good faith that it believes to be authorized or within its rights or powers.


 


(e)                                  (i)                                     The
Indenture Trustee may employ or retain such counsel, accountants, appraisers,
agents or other experts or advisers as it may reasonably require for the
purpose of determining and discharging its rights and duties hereunder and
shall not be responsible for misconduct on the part of any such person
appointed with due care.


 


59

















 


(ii)                                  The
Indenture Trustee may act and rely and shall be protected in acting and relying
in good faith on the opinion or advice of or information obtained from any
counsel, accountant, appraiser, agents or other expert or adviser, whether
retained or employed by the Trust or by the Indenture Trustee, in relation to
any matter arising in the administration of the trusts hereof.


 


(f)                                    The
Indenture Trustee may consult with counsel of its selection and the advice of
such counsel or any opinion of counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.


 


(g)                                 The
Indenture Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Indenture Trustee security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.


 


(h)                                 The
Indenture Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Indenture Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the
Indenture Trustee shall determine to make such further inquiry or investigation,
it shall be entitled to examine the books, records and premises of the Trust,
personally or by agent or attorney, with any reasonable costs related thereto
to be paid by Protective Life pursuant to the Expense and Indemnity Agreement,
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation.


 


(i)                                     The
Indenture Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Indenture Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by a Responsible Officer of the Indenture Trustee at the
Corporate Trust Office of the Indenture Trustee, and such notice references the
Notes and this Indenture and states that a Default or Event of Default has
occurred.


 


(j)                                     Permissive
powers granted to the Indenture Trustee hereunder shall not be construed to be
mandatory duties on its part.


 


(k)                                  The
rights and protections afforded to the Indenture Trustee pursuant to this Article
7 shall also be afforded to the Paying Agent, Calculation Agent, Registrar
or Transfer Agent, or any successor or agent thereof.


 


(l)                                     The
Indenture Trustee shall have no liability for the actions or omissions of the
Paying Agent, Registrar, Calculation Agent or Transfer Agent, provided that such action omission is not
caused by the Indenture Trustee’s own negligence, bad faith or willful
misconduct.


 


60

















 


(m)                               The
Indenture Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through delegates, agents,
attorneys, custodians, or nominees, and the Indenture Trustee shall not be
responsible for any misconduct or negligence on the part, or the supervision,
of any agent, attorney, custodian, or nominee appointed with due care hereunder
except as otherwise agreed in writing with the Trust.


 


SECTION 7.07. 
Not Responsible for Recitals or
Issuance of Notes.  The
recitals contained herein and in the Notes, except the certificates of
authentication on the Notes, shall be taken as the statements of the Trust and
neither the Indenture Trustee nor any Agent assumes any responsibility for
their correctness. Neither the Indenture Trustee nor any Agent makes any
representations with respect to any Collateral or as to the validity,
enforceability or sufficiency of this Indenture or of the Notes or of any
security interest created hereunder. Neither the Indenture Trustee nor any
Agent shall be accountable for the use or application by the Trust of the Notes
or the proceeds thereof or any money paid to the Trust or upon Trust Order
pursuant to the provisions hereof.


 


SECTION 7.08. 
Indenture Trustee May Hold
Notes.  The Indenture
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Notes and, subject to Section 7.11 herein and Section 311(a)
of the Trust Indenture Act,  may
otherwise deal with the Trust with the same rights it would have if it were not
Indenture Trustee.


 


SECTION 7.09. 
Money Held in Trust.  Money held by the Indenture
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by this Indenture or by law. The Indenture Trustee shall be
under no liability for interest on any money received by it hereunder and shall
not invest such money, unless otherwise agreed to in writing and permitted by
law.


 


SECTION 7.10. 
Compensation and Reimbursement.  The Indenture Trustee and the
Agents will be entitled to payment of fees, reimbursement for, and
indemnification with respect to, costs and expenses for services rendered
hereunder to the extent provided in the Expense and Indemnity Agreement and,
with respect to only the Indenture Trustee, Section 6.06.  Except as provided in Section 6.06
with respect to the Indenture Trustee, none of the Indenture Trustee, Paying
Agent, Registrar or Transfer Agent shall be entitled to seek any payment from
the Trust with respect to its services hereunder.


 


SECTION 7.11. 
Eligibility.  The Trust agrees, for the benefit
of the Holders, that there shall at all times be an Indenture Trustee hereunder
which shall be a corporation or national banking association organized and
doing business under the laws of the United States, any state thereof or the
District of Columbia, authorized under such law to exercise corporate trust
powers, having a combined capital
and surplus of at least $250,000,000 subject to supervision or examination by
federal or state authority and having a credit rating of BBB- or better by
Standard & Poor’s Ratings Service, a Division of the McGraw-Hill Companies
or a credit rating of Baa3 or better by Moody’s Investors Service, Inc. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section 7.11, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition as published. If at any time the
Indenture Trustee shall cease to be


 


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eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


In addition,
the Indenture Trustee, each successor Indenture Trustee and each Person
appointed to act as co-trustee pursuant to Section 7.15 hereof must be a
“United States person” within the meaning of Section 7701(a)(30) of the Code.


 


SECTION 7.12. 
Resignation and Removal; Appointment
of Successor.


 


(a)                                  No
resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee pursuant to this Section shall become effective
until the acceptance of appointment by the successor Indenture Trustee under Section
7.13.


 


(b)                                 The
Indenture Trustee may resign at any time by giving not less than ninety (90)
days’ prior written notice thereof to the Trust. If an instrument of acceptance
by a successor Indenture Trustee shall not have been delivered to the Indenture
Trustee within thirty (30) days after the giving of such notice of resignation,
the resigning Indenture Trustee may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee and any and
all amounts then due and owing to the retiring Indenture Trustee shall be paid
in full.


 


(c)                                  The
Indenture Trustee may be removed at any time by an Act of Holders of Notes
representing a majority of the aggregate principal amount of the Outstanding
Notes, delivered to the Indenture Trustee and to the Trust.


 


(d)                                 If
at any time (i) the Indenture Trustee shall cease to be eligible under Section
7.11 and shall fail to resign after written request by the Trust or any
Holder (who has been a bona fide Holder of a Note for at least six months),
(ii) shall become incapable of acting or shall be adjudged as bankrupt or
insolvent, or a receiver or liquidator of the Indenture Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Indenture Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation or (iii) the Indenture Trustee
shall fail to comply with the obligations imposed upon it under Section 310(b)
of the Trust Indenture Act with respect to the Notes after written request
therefor by the Trust or any Holder who has been a bona fide Holder of a Note
for at least six months, then, (x) the Trust (except during the existence of an
Event of Default) by a Trust Order may remove the Indenture Trustee, or (y)
subject to Section 6.14, any Holder who has been a bona fide Holder for
at least six months may, on behalf of himself, herself or itself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Indenture Trustee and the appointment of a successor Indenture
Trustee.


 


(e)                                  If
the Indenture Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of the Indenture Trustee for any
cause, the Trust, by a Trust Order, shall promptly appoint a successor
Indenture Trustee and shall comply with the applicable requirements of Section
7.13. If within one year after such resignation, removal or incapability or
the occurrence of such vacancy a successor Indenture Trustee shall be appointed
by Act of Holders of Notes representing a majority of the aggregate principal
amount of the Outstanding Notes delivered to the Trust and the retiring
Indenture Trustee, the successor 


 


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Trustee so appointed shall,
upon its acceptance of such appointment in accordance with the applicable
requirements of Section 7.13, become the successor Indenture Trustee and
supersede the successor Indenture Trustee appointed by the Trust. If no
successor Indenture Trustee shall have been so appointed by the Trust or
Holders and shall have accepted appointment in the manner hereinafter provided,
any Holder who has been a Holder for at least six months may (subject to Section
6.14), on behalf of himself, herself or itself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee.


 


(f)                                    The
Trust shall give notice of each resignation and each removal of the Indenture
Trustee and each appointment of a successor Indenture Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of the Notes, if any, as their names and addresses appear in the Register.  Each notice shall include the name of the
successor Indenture Trustee and the address of its Corporate Trust Office.


 


(g)                                 Any
successor Indenture Trustee shall satisfy all applicable requirements under
this Indenture.


 


SECTION 7.13. 
Acceptance of Appointment by
Successor.


 


(a)                                  Every
successor Indenture Trustee appointed hereunder shall execute, acknowledge and
deliver to the Trust and the retiring Indenture Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective and such successor Indenture Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Indenture Trustee.
Notwithstanding the foregoing, on request of the Trust or the successor
Indenture Trustee, such retiring Indenture Trustee shall, upon payment of all
amounts owed to it, execute and deliver an instrument transferring to such
successor Indenture Trustee all the rights, powers and trusts of the retiring
Indenture Trustee, and shall duly assign, transfer and deliver to such
successor Indenture Trustee all property and money held by such retiring
Indenture Trustee hereunder.  Upon
request of any such successor Indenture Trustee, the Trust shall execute and
deliver any and all instruments for more fully and certainly vesting in and
confirming to such successor Indenture Trustee all such rights, powers and
trusts.


 


(b)                                 Upon
request of any such successor Indenture Trustee, the Trust shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Indenture Trustee all such rights, powers and trusts referred to
in this Section, as the case may be.


 


(c)                                  No
successor Indenture Trustee shall accept its appointment unless at the time of
such acceptance such successor Indenture Trustee shall be qualified and
eligible under this Article.


 


SECTION 7.14. 
Merger, Conversion, Consolidation or
Succession to Business of Indenture Trustee. 
Any corporation or national banking association into which
the Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation or national banking association resulting from
any merger, conversion or consolidation to which the Indenture Trustee shall be
a party, or any corporation or national banking association succeeding


 


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to all or substantially all of
the corporate trust business of the Indenture Trustee, shall be the successor
of the Indenture Trustee hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto; provided, however, that such corporation
or national banking association shall be otherwise qualified and eligible under
this Article. In case any Notes have been authenticated, but not delivered, by
the Indenture Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Indenture Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as
if such successor Indenture Trustee had authenticated such Notes.


 


SECTION 7.15. 
Co-trustees.


 


(a)                                  At
any time or times, for the purpose of meeting the legal or regulatory
requirements of any jurisdiction in which any portion of any Collateral may at
the time be located, the Trust and the Indenture Trustee shall have power to
appoint, and, upon the written request of the Holders of Notes representing a
majority of the aggregate principal amount of the Outstanding Notes, the Trust
shall for such purpose join with the Indenture Trustee in the execution,
delivery and performance of all instruments and agreements necessary or proper
to appoint one or more Persons approved by the Indenture Trustee to act as
co-trustee, jointly with the Indenture Trustee, of all or any part of the
Collateral, with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power deemed necessary or desirable, subject to
the other provisions of this Section. If the Trust does not join in such
appointment within fifteen (15) days after the receipt by it of a request so to
do, or in case an Event of Default has occurred and is continuing, the
Indenture Trustee alone shall have power to make such appointment.


 


(b)                                 Should
any written instrument from the Trust be required by any co-trustee so
appointed for more fully confirming to such co-trustee such property, title,
right or power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Trust.


 


(c)                                  Every
co-trustee shall, to the extent permitted by law, but to such extent only, be
appointed subject to the following terms:


 


(i)                                     the
Notes shall be authenticated and delivered and all rights, powers, duties and
obligations hereunder in respect of the custody of securities, cash and other
personal property held by, or required to be deposited or pledged with, the
Indenture Trustee hereunder, shall be exercised solely by the Indenture
Trustee;


 


(ii)                                  the
rights, powers, duties and obligations hereby conferred or imposed upon the
Indenture Trustee shall be conferred or imposed upon and exercised or performed
by the Indenture Trustee or by the Indenture Trustee and such co-trustee
jointly, as shall be provided in the instrument appointing such co-trustee,
except to the extent that, under any law of any jurisdiction in which any
particular act is to be performed, the Indenture Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee;


 


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(iii)                               the
Indenture Trustee at any time, by an instrument in writing executed by it, with
the concurrence of the Trust evidenced by a Trust Request, may accept the
resignation of or remove any co-trustee appointed under this Section, and, in
case an Event of Default has occurred and is continuing, the Indenture Trustee
shall have power to accept the resignation of, or remove, any such co-trustee
without the concurrence of the Trust. Upon the written request of the Indenture
Trustee, the Trust shall join with the Indenture Trustee in the execution,
delivery and performance of all instruments and agreements necessary or proper
to effectuate such resignation or removal. A successor to any co-trustee so
resigned or removed may be appointed in the manner provided in this Section;


 


(iv)                              no
co-trustee hereunder shall be personally liable by reason of any act or
omission of the Indenture Trustee or any other such trustee hereunder and the
Indenture Trustee shall not be personally liable by reason of any act or
omission of any co-trustee hereunder; and


 


(v)                                 any
Act of Holders delivered to the Indenture Trustee shall be deemed to have been
delivered to each such co-trustee.


 


SECTION 7.16. 
Appointment and Duties of the
Calculation Agent.


 


(a)                                  Unless
the Paying Agent advises the Trust that it is unable to act as Calculation
Agent, the Trust appoints the Paying Agent at its specified office as
Calculation Agent in relation to the Notes in respect of which it is named as
such in the relevant Pricing Supplement for the purposes specified in this
Indenture and all matters incidental thereto.


 


(b)                                 The
Paying Agent accepts its appointment as Calculation Agent in relation to the
Notes in respect of which it is named as such in the relevant Pricing
Supplement and shall perform all matters expressly to be performed by it in,
and otherwise comply with, the terms and conditions of the Notes and the
provisions of this Indenture and, in connection therewith, shall take all such
action as may be incidental thereto. 
The Paying Agent acknowledges and agrees that it shall be named in the
relevant Pricing Supplement as Calculation Agent in respect of the Notes unless
the purchasing agents or selling agents (or one of the purchasing agents or
selling agents) through whom the Notes are issued has agreed with the Trust to
act as Calculation Agent (in which case the purchasing agents or selling agents
shall be named as Calculation Agent in the related Pricing Supplement).  If the Calculation Agent is incapable or
unwilling to perform its duties hereunder, the Indenture Trustee (or the
Administrator if the Indenture Trustee is the Calculation Agent) will appoint
the Paying Agent or another leading commercial bank to serve as Calculation
Agent.  Any resignation by or
termination of a Calculation Agent shall not be effective until a successor
Calculation Agent has been appointed.


 


(c)                                  The
Calculation Agent shall in respect of the Notes:


 


(i)                                     obtain
such quotes and rates and/or make such determinations, calculations and
adjustments as may be required under the Notes and provide notice of any
applicable interest rate calculations or determinations or periods with respect
to the Notes to the Holders of the Notes upon their request


 


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and to the
Indenture Trustee, Paying Agent, the Trust and Protective Life, and if the
Notes are listed on a stock exchange, and the rules of such exchange so
require, such exchange as soon as possible after the Calculation Agent’s
determination or calculation of such interest rates or interest rate periods,
but in no event later than the fourth (4th) Banking Day thereafter
or, earlier in the case of notification to a stock exchange, if the rules of
such exchange so require; and


 


(ii)                                  maintain
a record of all quotations obtained by it and of all amounts, rates and other
items determined or calculated by it and make such record available for
inspection at all reasonable times by the Trust, the Indenture Trustee,
Protective Life and the Paying Agent.


 


(d)                                 The
Calculation Agent shall have no liability to the Holders of Notes in respect of
any determination, calculation, quote or rate made or provided by the
Calculation Agent.


 


SECTION 7.17. 
Changes in Agents


 


(a)                                  Any
Agent may resign its appointment hereunder upon the expiration of not less than
thirty (30) days’ notice to that effect to the Trust (with a copy to the
Indenture Trustee); provided, however, that any such notice which would
otherwise expire within thirty (30) days before or after the Maturity Date or
any interest or other payment date of the Notes shall be deemed to expire on
the thirtieth (30th) day following the Maturity Date or, as the case
may be, such interest or other payment date.


 


(b)                                 The
Trust may revoke its appointment of any Agent hereunder not less than thirty
(30) days’ notice to the applicable Agent and the Indenture Trustee to that
effect.


 


(c)                                  The
appointment of any Agent hereunder shall terminate forthwith if any of the
following events or circumstances shall occur or arise, namely, such Agent
becomes incapable of acting; is adjudged bankrupt or insolvent; files a
voluntary petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of a receiver, administrator or other
similar official of all or any substantial part of its property or admits in
writing its inability to pay or meet its debts as they mature or suspends
payment thereof; a resolution is passed or an order is made for the winding-up
or dissolution of such Agent; a receiver, administrator or other similar
official of such Agent or of all or any substantial part of its property is
appointed; an order of any court is entered approving any petition filed by or
against such Agent under the provisions of any applicable bankruptcy or
insolvency law; or any public officer takes charge or control of such Agent or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation.


 


(d)                                 The
Trust may (and shall where necessary to comply with the terms and conditions of
the Notes) appoint substitute or additional agents in relation to the Notes and
shall forthwith notify the other parties hereto thereof, whereupon the parties
hereto and such substitute or additional agents shall thereafter have the same
rights and obligations among them as would have been the case had they then
entered into an agreement in the form mutatis mutandis of this Indenture.


 


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(e)                                  If
any Agent gives notice of its resignation in accordance with this Section
7.17, the provisions of paragraph (d) of Section 7.17 apply and by
the tenth (10th) day before the expiration of such notice a
successor to such Agent in relation to such Notes has not been appointed by the
Trust, such Agent may itself, following such consultation with the Trust as may
be practicable in the circumstances, appoint as its successor any reputable and
experienced bank or financial institution (which will ensure compliance with
the terms and conditions of the Notes) and give notice of such appointment in
accordance with the terms and conditions of the Notes, whereupon the parties
hereto and such successor agent shall thereafter have the same rights and
obligations among them as would have been the case had they then entered into
an agreement in the form mutatis mutandis of this Indenture.


 


(f)                                    Upon
any resignation or revocation becoming effective under this Section, the
relevant Agent shall:


 


(i)                                     be
released and discharged from its obligations under this Indenture;


 


(ii)                                  repay,
in accordance with the Expense and Indemnity Agreement, to Protective Life such
part of any fee paid to it as may be agreed between the relevant Agent and
Protective Life;


 


(iii)                               in
the case of the Paying Agent, deliver to the Trust and to the successor Paying
Agent a copy, certified as true and up-to-date by an officer of the Paying
Agent, of the records maintained by it in accordance with Section 3.04;


 


(iv)                              in
the case of the Registrar, deliver to the Trust and to the successor Registrar
a copy, certified as true and up-to-date by an officer of such Registrar, of
each of the Registers and other records maintained by it in accordance with Section
2.06;


 


(v)                                 in
the case of a Calculation Agent, deliver to the Trust and to the successor
Calculation Agent a copy, certified as true and up-to-date by an officer of
such Calculation Agent of the records maintained by it in accordance with Section
7.16; and


 


(vi)                              upon
payment to it by Protective Life of all amounts owed to it, forthwith transfer
all moneys and papers (including any unissued Global Notes or Definitive Notes)
held by it hereunder to its successor in that capacity and, upon appropriate
notice, provide reasonable assistance to such successor for the discharge by it
of its duties and responsibilities hereunder.


 


(g)                                 Any
corporation into which any Agent may be merged or converted, any corporation
with which any Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which any Agent shall be a party or any
corporation succeeding to all or substantially all the corporate agency
business of such Agent, shall, to the extent permitted by applicable law, be
the successor to such Agent hereunder and in relation to the Notes without any
further formality, whereupon the parties hereto and such successor agent


 


67

















 


shall thereafter have the same
rights and obligations among them as would have been the case had they then
entered into an agreement in the form mutatis mutandis of this Indenture.  Notice of any such merger, conversion,
consolidation or asset transfer shall forthwith be given by such successor to
the Trust and the other parties hereto.


 


(h)                                 If
any Agent decides to change its specified office (which may only be effected
within the same city) it shall give notice to the Trust (with a copy to the
Indenture Trustee) of the address of the new specified office stating the date
on which such change is to take effect, which date shall be not less than
thirty (30) days after the date of such notice.  The relevant Agent shall at its own expense not less than
fourteen (14) days prior to the date on which such change is to take effect
(unless the appointment of the relevant Agent is to terminate pursuant to any
of the foregoing provisions of this Section on or prior to the date of such
change) publish or cause to be published notice thereof.


 


Upon the execution hereof and
thereafter forthwith upon any change of the same, the Trust shall deliver to
the Indenture Trustee (with a copy to the Paying Agent) a list of the
Authorized Signatories of the Trust together with certified specimen signatures
of the same.


 


SECTION 7.18. 
Limitation of Wilmington
Liability.  It is expressly
understood and agreed by the parties that (a) this Indenture 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 personal representations, undertakings and
agreements by Wilmington Trust Company, but is made and intended for the
purpose of binding only the Trust, (c) nothing contained herein 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 Indenture or any other related
documents.


 


ARTICLE 8


Supplemental Indentures


 


SECTION 8.01. 
Supplemental Indentures Without
Consent of Holders.  Without
notice to, or the consent of, any Holder, the Trust and the Indenture Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Indenture Trustee, for the
purpose of:


 


(a)                                  conveying,
transferring, assigning, mortgaging or pledging to the Indenture Trustee, as
security for the Notes, any property or assets in addition to the Collateral;


 


(b)                                 curing
any ambiguity or correcting or supplementing any provision contained herein, in
the Notes or in any supplemental agreement which may be defective or inconsistent
with any other provision contained in this Indenture, the Notes, the Funding


 


68

















 


Agreement or any other Program
Documents, or making such other provisions in regard to matters or questions
arising under this Indenture which shall not adversely affect the interests of
any Holder of the Notes in any material respect;


 


(c)                                  evidencing
and providing for the acceptance of appointment under this Indenture of a
successor Indenture Trustee and to add or to change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the Trust or of the Notes under this Indenture by more than
one Indenture Trustee;


 


(d)                                 adding
to the covenants of the Trust or the Indenture Trustee for the benefit of the
Holders of the Notes or to surrender any right or power conferred in this
Indenture on the Trust;


 


(e)                                  adding
any additional Events of Default;


 


(f)                                    changing,
eliminating or supplementing any of the provisions of this Indenture; provided, however, that any such change,
elimination or supplementation shall become effective only when there is no
Note Outstanding created prior to the execution of such supplemental indenture
which is entitled to the benefit of or bound by such provision;


 


(g)                                 securing
all of the Notes;


 


(h)                                 to
provide for the issuance of and establish the form and terms and conditions of
Notes as provided in Section 2.02; or


 


(i)                                     to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or of the Notes.


 


Notwithstanding
any other provision, the Trust will not enter into any supplemental indenture
with the Indenture Trustee or permit this Indenture to be amended or modified
if such supplemental indenture, amendment or modification would cause any Trust
not to be treated as a grantor trust for United States federal income tax
purposes.


 


The Indenture
Trustee shall be entitled to receive and rely on an Opinion of Counsel as to
whether any such supplemental indenture complies with the requirements of Section
8.01(a) or (b), if applicable, and any such opinion shall be
conclusive on the Holders.


 


SECTION 8.02. 
Supplemental Indenture With Consent
of Holders.


 


(a)                                  With
the consent of the Holders of Notes representing at least a majority in
aggregate principal amount of all Outstanding Notes affected by such
supplemental indenture, by Act of said Holders delivered to the Trust and the
Indenture Trustee, the Trust and the Indenture Trustee may enter one or more
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Note affected thereby:


 


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(i)                                     change
the Stated Maturity Date of the principal of, or the time of payment of
interest on, any Note;


 


(ii)                                  reduce
the principal amount of, the interest on or any premium payable on, any Note;


 


(iii)                               change
any Place of Payment where, or the coin or currency in which the principal of,
premium, if any, or interest on, any Note is payable;


 


(iv)                              impair
or affect the right of any Holder to institute suit for the enforcement of any
payment on or with respect to the Notes;


 


(v)                                 reduce
the percentage of the aggregate principal amount of the Outstanding Notes, the
consent of the Holders of which is required for any such supplemental
indenture, or the consent of the Holders of which is required for any waiver of
compliance with provisions of this Indenture or defaults thereunder and their
consequences provided for in this Indenture;


 


(vi)                              modify
any of the provisions of this Section or similar provisions, except to increase
any percentage specified therein or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Note affected thereby;


 


(vii)                           modify
or alter the provisions of the proviso to the definition of the term
“Outstanding”;


 


(viii)                        modify
or affect in any manner adverse to the interest of any Holder the terms and
conditions of the obligations of the Trust regarding the due and punctual
payment of the principal of or interest on, or any other amounts due with
respect to, the Notes; or


 


(ix)                                permit
the creation of any Lien ranking prior to or on a parity with the Lien of this
Indenture with respect to any part of any Collateral or terminate the Lien of
this Indenture on any property held for the benefit and security of Holders at
any time subject hereto or deprive any Holder of the security afforded by the
Lien of this Indenture.


 


(b)                                 The
Indenture Trustee may in its discretion determine whether or not any Notes
would be affected by any supplemental indenture (and may receive and
conclusively rely upon an Opinion of Counsel in doing so) and any such
determination shall be conclusive upon all the Holders, whether theretofore or
thereafter authenticated and delivered hereunder. The Indenture Trustee shall
not be liable for any such determination made in good faith. It shall not be
necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof. Promptly after the execution by the
Trust and the Indenture Trustee of any supplemental indenture pursuant to this
Section, the Indenture Trustee shall mail to the Holders of the Notes a notice
setting forth in general terms the substance of such supplemental indenture.


 


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Any failure of the Trust to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.


 


(c)                                  Notwithstanding
any other provision, the Trust will not enter into any supplemental indenture
with the Indenture Trustee or permit this Indenture to be amended or modified
if such supplemental indenture, amendment or modification would cause the Trust
not to be treated as a grantor trust for United States federal income tax
purposes.


 


SECTION 8.03. 
Execution of Supplemental
Indentures.  In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Indenture Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects
the Indenture Trustee’s own rights, duties, indemnities or immunities under
this Indenture or otherwise.


 


SECTION 8.04. 
Effect of Supplemental
Indenture.  Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of a
Note which has theretofore been or thereafter authenticated and delivered
hereunder shall be bound thereby. 
Further, the Trust shall be bound by any such supplemental indenture.


 


SECTION 8.05. 
Reference in Notes to Supplemental
Indentures.  Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Trust shall so determine,
new Notes so modified as to conform, in the opinion of the Indenture Trustee
and the Trust, to any such supplemental indenture may be prepared and executed
by the Trust and authenticated by the Indenture Trustee and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


 


SECTION 8.06. 
Conformity with Trust Indenture
Act.  Every supplemental
indenture executed pursuant to this Article shall conform to the requirements
of the Trust Indenture Act as then in effect.


 


ARTICLE 9


Non-Recourse Provisions


 


SECTION 9.01. 
Nonrecourse Enforcement.  Notwithstanding anything to the
contrary contained in this Indenture or any Notes, none of Protective Life, its
officers, directors, Affiliates, employees or agents, or the Trust or any of
Wilmington, the Trust Beneficial Owner, the Agents or any of their respective
officers, directors, Affiliates, employees or agents (the “Nonrecourse Parties”)  will be personally liable for the payment
of any principal, interest or any other sums at any time owing under the terms
of the Notes. If any Event of Default shall occur with respect to the Notes,
the right of the Holders of the Notes and the Indenture Trustee


 


71

















 


on behalf of such Holders in
connection with a claim on such Notes shall be limited solely to a proceeding
against the Collateral.  Neither such
Holders nor the Indenture Trustee on behalf of such Holders will have the right
to proceed against the Nonrecourse Parties or the Collateral held in any other
trust organized under the Program or otherwise, to enforce the Notes (except that
to the extent they exercise their rights, if any, to seize the Funding
Agreement, they may enforce the Funding Agreement against Protective Life, its
successors or assigns) or for any deficiency judgment remaining after
foreclosure of any property included in the Collateral.


 


It is
expressly understood and agreed that nothing contained in this Section 9.01
shall in any manner or way constitute or be deemed a release of the debt or
other obligations evidenced by the Notes or otherwise affect or impair the
enforceability against the Trust of the liens, assignments, rights and security
interests created by this Indenture, the Collateral or any other instrument or
agreement evidencing, securing or relating to the indebtedness or the
obligations evidenced by the Notes. Nothing in this Section 9.01 shall
preclude the Holders from foreclosing upon any property included in the
Collateral.


 


Holders may
not seek to enforce rights against the Trust (a) by commencing any recovery or
enforcement proceedings against the Trust, (b) by applying to wind up the
Trust, (c) otherwise than through the Indenture Trustee in its exercise of
powers to petition a court to appoint a receiver or administrator to the Trust
or for the Collateral, (d) by making any statutory demand upon the Trust under
applicable corporation law, or (e) in any other manner except as may be
provided in this Indenture or in the Notes.


 


ARTICLE 10


Meetings of Holders of Notes


 


SECTION 10.01.  Purposes for Which Meetings
May be Called.  A meeting of
Holders of Notes may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be made, given or taken by the Holders of Notes.


 


SECTION 10.02.  Call, Notice and Place of
Meetings.  (a)  Unless otherwise provided in the Notes, the
Indenture Trustee may at any time call a meeting of Holders of the Notes for
any purpose specified in Section 10.01, to be held at such time and at
such place in The City of New York or such other place as the Indenture Trustee
shall determine. Notice of every meeting of Holders, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be given, in the manner provided in Section 1.06,
not less than twenty-one (21) nor more than 180 days prior to the date fixed
for the meeting.


 


(b)                                 In
case at any time the Trust or the Holders of at least ten percent (10%) in
principal amount of the Outstanding Notes shall have requested the Indenture
Trustee to call a meeting of Holders for any purpose specified in Section
10.01, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Indenture Trustee shall not have
made the first publication or mailing of the notice of such meeting within
twenty-one (21) days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Trust or
the Holders of Notes in the amount above specified, as the case may be, may
determine the time and the place in The City of New York and may call


 


72

















 


such meeting for such purposes
by giving notice thereof as provided in paragraph (a) of this Section.


 


SECTION 10.03.  Persons Entitled to Vote at
Meetings.  To  be entitled to vote at any meeting of
Holders, a Person shall be (a) a Holder of one or more Outstanding Notes; or
(b) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Notes by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Indenture Trustee and its counsel and any
representatives of the Trust and its counsel.


 


SECTION 10.04.  Quorum; Action.  The Persons entitled to vote a
majority in principal amount of the Outstanding Notes shall constitute a quorum
for a meeting of Holders; provided, however,
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than a majority  in principal
amount of the Outstanding Notes, the Persons entitled to vote a majority  in principal amount of the Outstanding
Notes shall constitute a quorum. In the absence of a quorum within thirty (30)
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders, be dissolved. In any other case the meeting
may be adjourned for a period of not less than ten (10) days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than ten (10) days as determined by
the chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 10.02(a), except that such notice need be given only once not
less than five (5) days prior to the date on which the meeting is scheduled to
be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Notes which shall constitute a quorum.


 


Except as
limited by Section 8.02(a) and Section 6.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted only by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Notes; provided, however, that, except as limited
by Section 8.02(a) and Section 6.02, any resolution with respect
to any consent or waiver which this Indenture expressly provides may be given
by the Holders of not less than a majority in principal amount of the
Outstanding Notes may be adopted at a meeting or an adjourned meeting duly
convened and at which a quorum is present as aforesaid only by the affirmative
vote of the Holders of not less than a majority in principal amount of the
Outstanding Notes; and provided, further, that,
except as limited by Section 8.02(a) and Section 6.02, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Notes may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Notes.


 


73

















 


Notwithstanding
the preceding two paragraphs, any request, demand, authorization, direction,
notice, consent, waiver or other action of Holders under this Indenture or the
Notes may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee and, when it is expressly required, to the
Trust. The percentage of principal amount of the Outstanding Notes held by the
Holders delivering such instruments which is required to approve any such
action shall be the same as the percentage required for approval at a duly
convened meeting of Holders.


 


Any resolution
passed or decision taken at any meeting of Holders duly held or by duly
executed instrument in accordance with this Section shall be binding on all
Holders of the Notes, whether or not such Holders were present or represented
at the meeting.


 


SECTION 10.05.  Determination of Voting
Rights; Conduct and Adjournment of Meetings.


 


(a)                                  Notwithstanding
any other provisions of this Indenture, the Indenture Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders in
regard to proof of the holding of Notes and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Notes shall be proved in the manner specified in Section
1.04 and the appointment of any proxy shall be proved in the manner
specified in Section 1.04. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 1.04 or other proof.


 


(b)                                 The
Indenture Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Trust
or by Holders as provided in Section 10.02(b), in which case the Trust
or the Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the Persons entitled to vote a majority
in principal amount of the Outstanding Notes represented at the meeting.


 


(c)                                  At
any meeting, each Holder or proxy shall be entitled to one vote for each $1,000
of principal amount of Notes held or represented by him, her or it; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Note challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder or
proxy.


 


(d)                                 Notwithstanding
any other provision herein to the contrary, any meeting of Holders duly called
pursuant to Section 10.02 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding


 


74

















 


Notes represented at the
meeting; and the meeting may be held as so adjourned without further notice.


 


SECTION 10.06.  Counting Votes and Recording
Action of Meetings.  The vote
upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Notes held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors
of votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 10.02
and, if applicable, Section 10.04. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Trust, and another to the
Indenture Trustee to be preserved by the Indenture Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.


 


ARTICLE 11


Notes in Foreign Currencies


 


SECTION 11.01.  Notes in Foreign
Currencies.  In the absence
of any provision to the contrary in the form of Notes, whenever this Indenture
provides for (a) any action by, or the determination of any of the rights of,
the Holders of Notes if not all of the Notes are denominated in the same
currency, or (b) any distribution to the Holders of Notes of any amount in
respect of any Note denominated in a currency other than Dollars, then all
foreign denominated Notes shall be treated for any such action, determination
of rights or distribution as that amount of Dollars that could be obtained for
such amount on such reasonable basis of exchange and as of the Regular Record
Date with respect to such Notes for such action, determination of rights or
distribution (or, if there shall be no applicable Regular Record Date, such
other date reasonably proximate to the date of such action, determination of
rights or distribution) as the Trust may specify in a written notice to the
Indenture Trustee or, in the absence of such written notice, as the Indenture
Trustee may determine.


 


75

















 


EXHIBIT A-1 TO STANDARD INDENTURE TERMS


FORM OF RETAIL GLOBAL NOTE


 


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


 


Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the trust or its agent for
registration of transfer, exchange or payment, and unless any certificate
issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


PROTECTIVE
LIFE SECURED TRUST
[       ]-[     ]

INTERNOTE®


 




	
  REGISTERED
  NUMBER:

  	
   

  	
  CUSIP

  
	
   

  
	
  ORIGINAL
  ISSUE DATE:

  	
   

  	
   

  	
  PRINCIPAL
  AMOUNT:  $

  	
   

  
	
   

  
	
  INTEREST
  RATE:

  	
   

  	
  %

  	
   

  	
  STATED
  MATURITY DATE:

  	
   

  
	
   

  
	
  ISSUE
  PRICE (as a percentage of the Principal Amount):

  	
   

  	
  INTEREST
  PAYMENT FREQUENCY (check applicable):

  
	
   

  	
   

  	
  o Monthly

  	
   

  	
  o Quarterly

  
	
   

  	
  %

  	
   

  	
  o Semi-annual

  	
   

  	
  o Annual

  
	
   

  
	
  Collateral Held in the Trust:  Protective Life Insurance Company Funding

  Agreement No. •, all proceeds, rights and books and records related

  thereto.

  
	
   

  
	
  Specified
  Currency:  U.S. Dollars

  
														






 


 


REPAYMENT
RIGHT:  o  Yes    o  No   (If yes, the
Holder of this Note has the right to the repayment of this Note on any 


	
  Interest
  Payment Date after

  	
   

  	
  )

  



 


REDEMPTION
RIGHT:  o  Yes    o  No   (If yes, the
Trust will redeem this 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 any date after                    
(such date, the “Initial Redemption Date”))


 


	
   

  	
  [INITIAL REDEMPTION

  PERCENTAGE:

                                           ]

  	
   

  	
  [ANNUAL
  REDEMPTION

  PERCENTAGE REDUCTION:

                                              ]

  



 

















 


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


 


Trust
Put Limitation:                                       


 


MINIMUM
DENOMINATIONS:   $                              (if
other than $1,000)


 


SECURITIES
EXCHANGE LISTING:  o  Yes    o  No  (If yes, indicate
name of securities exchange


 


                                      )


 


A-1-2

















 


The Protective Life Secured Trust designated
above, a trust formed under the laws of the State of Delaware (the “Trust”),
for value received, hereby promises to pay to Cede & Co., or its registered
assigns, the Principal Amount on the Stated Maturity Date, and to pay interest
thereon, until the Principal Amount is paid or duly provided for, from and
including the Original Issue Date or, in the case of a Note issued upon
registration of transfer or exchange, from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, on
each Interest Payment Date and the Maturity Date determined as follows:  the Interest Payment Dates for a Note that
provides for monthly interest payments shall be the fifteenth day of each
calendar month, beginning in the first 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 day of
every third calendar month, beginning in the third 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 day of every sixth calendar month, beginning in the sixth 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 day of every twelfth calendar month, beginning in the
twelfth 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. 
The first payment of interest for a Note will be made on the first
Interest Payment Date following the Original Issue Date of such Note.


 


Interest payments will be in the amount of
interest accrued from, and including, the next preceding Interest Payment Date
in respect of which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from the Original Issue Date specified
above, to, but excluding, the Interest Payment Date or Maturity Date, as the
case may be.  If the Maturity Date or an
Interest Payment Date falls on a day which is not a Business Day, principal or
interest payable with respect to such Maturity Date or Interest Payment Date
will be paid on the next succeeding Business Day with the same force and effect
as if made on such Maturity Date or Interest Payment Date, as the case may be,
and no additional interest shall accrue for the period from and after such
Maturity Date or Interest Payment Date. 
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person (as defined in the Indenture) 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 calendar day, whether or not a Business Day, immediately preceding
the related Interest Payment Date; provided,
however, that interest payable on any Maturity Date shall be payable
to the Person to whom principal is payable. 
Any such interest not so punctually paid or duly provided for shall be
payable as provided in the Indenture. 
As used herein, the term “Business Day” means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York.


 


The principal of and interest on this Note
are payable in immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts at the corporate trust office of the Paying Agent
(as defined in the Indenture).  The
Paying Agent shall pay principal, interest and other amounts due on this Note
to Cede & Co., as nominee for DTC, in accordance with existing arrangements
between the Paying Agent and the Depositary.


 


A-1-3

















 


REFERENCE IS MADE TO THE FURTHER PROVISIONS
OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT
AS THOUGH FULLY SET FORTH AT THIS PLACE.


 


Unless the certificate of authentication
hereon has 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.


 


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

  
	
   

  
	
   

  
	
   

  	
  By:  Wilmington Trust Company,
  not in its individual

  capacity but solely as Delaware Trustee.

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


A-1-4

















 


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.


 


	
  Dated: Original Issue Date

  
	
   

  
	
   

  
	
   

  	
  The Bank of New York,

  as Indenture Trustee

  
	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


A-1-5

















 


[Reverse of Note]


 


This Note is one of a duly authorized issue of Notes of the Protective
Life Secured Trust designated above (the “Trust”), issued under the Indenture,
dated the Original Issue Date specified in the Pricing Supplement (the
“Indenture”), between The Bank of New York (the “Indenture Trustee”) and the
Trust.  Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.


 


This Note is not subject to any sinking fund.


 


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 $1,000 at the option of the Holder hereof at a repayment price
equal to 100% of the Principal Amount to be repaid, together with interest
thereon payable to the date of repayment. 
For this Note to be repaid in whole or in part at the option of the
Holder hereof, this Note must be received by the Indenture Trustee, with the
form entitled “Option to Elect Repayment,” below, duly completed.  Exercise of such repayment option by the
Holder hereof shall be irrevocable.


 


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 Interest Payment Date after the Initial Redemption Date set forth on the
face hereof 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 $1,000 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.  Notice must be given not more than 75 nor
less than 30 calendar days prior to the proposed redemption date.  In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.  If less than all of the Notes are redeemed, the Depositary will
select by lot the amount of the interest of each direct participant in the
Trust to be redeemed.  Unless otherwise
specified herein, the Trust may not redeem the Notes after the date that is thirty
(30) days prior to the Stated Maturity Date.


 


A-1-6

















 


If an Event of Default shall occur with
respect to the Notes, the principal of all the Notes 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.


 


If (1) a Tax Event (defined below) as to the
Funding Agreement 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 Funding
Agreement is entered into, there is more than an insubstantial risk that (i)
the Trust is, or will be within 90 days of the date thereof, subject to U.S.
federal income tax with respect to interest accrued or received on the Funding
Agreement or (ii) the Trust is, or will be within 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.


 


The Indenture contains provisions permitting
the Trust and the Indenture Trustee (i) without the consent of the Holders of
any Notes issued under the Indenture to execute supplemental indentures for
certain enumerated purposes and (ii) 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.


 


No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the obligation
of the Trust, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.


 


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


 


A-1-7

















 


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.


 


This Note or portion hereof may not be exchanged for Definitive Notes
except in the limited circumstances provided for in the Indenture.  The transfer or exchange of Definitive Notes
shall be subject to the terms of the Indenture.


 


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


 


As provided in the Indenture and subject to
certain limitations therein set forth (including, in the case of a Global Note,
certain additional limitations), the transfer of this Note is registrable in
the Register, upon surrender of this Note for registration of transfer at the
Place of Payment, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Administrator and the Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of like tenor, of authorized denominations and
for the same aggregate Principal Amount, will be issued to the designated
transferee or transferees.


 


As provided in the Indenture and subject to
certain limitations (including, in the case of any Global Note, certain
additional limitations) therein set forth, this Note is exchangeable for a like
aggregate Principal Amount of Notes of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.


 


No service charge will be made for any
registration of transfer or exchange of this Note, but the Trust may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


 


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
2.9 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.


 


The Notes are being issued by means of a
book-entry-only system with no physical distribution of certificates to be made
except as provided in the Indenture. 
The book-entry system maintained by DTC will evidence ownership of the Notes,
with transfers of ownership effected on the records of DTC and its participants
pursuant to rules and procedures established by DTC and its participants.  The Trust and the Indenture Trustee will
recognize Cede & Co., as nominee of DTC, while the registered owner of the
Notes, as the Holder of the Notes for all purposes, including payment of
principal and interest, notices and voting. 
Transfer of principal and interest to participants of DTC will be the
responsibility of DTC, and transfer of principal and interest to beneficial
owners of the Notes by participants of DTC will be the responsibility of such
participants and other nominees of such beneficial owners.  So long as the book-entry system is in
effect, the selection of any Notes to be redeemed or repaid will be determined
by


 


A-1-8

















 


DTC pursuant to rules and procedures established by DTC and its
participants.  Neither the Trust nor the
Indenture Trustee will be responsible or liable for such transfers or payments
or for maintaining, supervising or reviewing the records maintained by DTC, its
participants or persons acting through such participants.


 


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


 


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.


 


A-1-9

















 


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.


 


A-1-10

















 


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 60
nor less than 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 $1,000) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be $             
or an integral multiple of $1,000 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 must correspond with the name as written
  upon the face of this Note in every particular, without alteration or
  enlargement or any change whatever.

  
	
  DATE:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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:                                                  


 


A-1-11

















 


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 under the Protective Life Secured InterNotes® 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 under
the Protective Life Secured InterNotes® 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
$1,000, 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
$1,000 (the minimum 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 Administrator, 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


 


A-1-12

















 


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 Protective Life
Secured InterNotes® 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 Administrator 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 Administrator 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
Administrator 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 National Association of Securities
Dealers, Inc.  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 Administrator 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
Administrator 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 Administrator 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 Administrator, in
its sole discretion, which determination shall be final and binding on all parties.


 


A-1-13

















 


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.


 


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
Administrator.  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.


 


A-1-14

















 


PROTECTIVE
LIFE SECURED


INTERNOTES®


 


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
Protective Life Secured InterNotes® 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 Protective Life Secured InterNotes® that may be tendered in
any calendar year, he/she hereby elects to tender the principal amount of
Protective Life Secured InterNotes® 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 Protective
Life Secured InterNotes® 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 attached a certificate
attesting to the deceased’s ownership of the beneficial interest in the
notes):                                                                     


 


Principal amount of Protective Life Secured InterNotes® being tendered
for repayment (amount must be at least
$1,000):


 


                                                                     


 


The Bank of New York, as Indenture Trustee on behalf of the Trust, has
the right to reject tenders of Protective Life Secured InterNotes® 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.


 


A-1-15

















 


THIS NOTICE OF
ELECTION MAY NOT BE WITHDRAWN AND INTERNOTES® 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
National Association of Securities Dealers, Inc., 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:

  	
   

  
	
   

  
	
  Address:

  	
   

  
						



 


A-1-16

















 


	
  (Include Zip Code)

  
	
   

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

  	
   

  
	
   

  
	
  Dated: 

  	
   

  	
  , 20

  	
   

  	
   

  
						



 


A-1-17

















 


EXHIBIT A-2 TO STANDARD INDENTURE TERMS

FORM OF INSTITUTIONAL GLOBAL NOTE


 


CUSIP NO.                   


 


PROTECTIVE LIFE SECURED TRUST
[     ]-[   ]

SECURED MEDIUM-TERM NOTE


 


REGISTERED FACE AMOUNT:                 

No.                  


 


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


 


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


 

















 


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) 


 


                                                                           .


 


Depositary:


 


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,


 


Initial
Redemption Date:


 


Initial
Redemption Percentage:


 


Annual
Redemption Percentage Reduction, if any:


 


Additional/Other
Terms:


 


Repayment
Provisions: o Yes  o No. 
If yes,


 


Optional
Repayment Date(s):


 


Additional/Other
Terms:


 


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 Rate o


 


LIBOR o


 


o LIBOR Reuters Page:


 


o LIBOR Telerate Page:


 


Designated LIBOR Currency:


 


Treasury Rate (other than Constant Maturity
Treasury Rate) o


 


Constant Maturity Treasury Rate o


 


Designated CMT Telerate Page:


 


If Telerate Page 7052:


 


o Weekly Average


 


o Monthly Average


 


Designated CMT Maturity Index:


 


Prime Rate o


 


Other o


 


Other Base Rate:


 


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:


 


Computation
of Interest:


 


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:


 

















 


The Protective Life Secured Trust designated above (the “Trust”), for
value received, hereby promises to pay to Cede & Co., or its registered
assigns, the Principal Amount on the Stated Maturity Date and, if so specified
above, to pay interest thereon from the Original Issue Date specified above or
from the most recent Interest Payment Date specified above 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 (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 hereinafter defined) at such time (as
defined in Section 3(b) on the reverse hereof) and (2) 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 an Issue Price 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 above, 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 (or, if
this Note is a LIBOR Note (as defined in Section 3(d)(v)(D) on the
reverse hereof), a day that is also not a London Business Day (as hereinafter
defined)) shall be made on the next succeeding Business Day (or, if this Note
is a LIBOR Note, on the next succeeding Business Day that is also a London
Business Day) with the same force and effect as if made on such Interest
Payment Date or such Maturity Date, as the case may be, except that with
respect to Interest Payment Dates, other than the Maturity Date, if this Note
is a LIBOR Note and such next succeeding Business Day that is also a London
Business Day falls in the next calendar month, such payment shall be made on
the Business Day that is also a London 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.  The term “London Business Day” means a day other than a Saturday or
Sunday on which dealings


 


A-2-3

















 


in
deposits in U.S. Dollars are transacted, or with respect to any future date are
expected to be transacted in the London interbank market.  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 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.


 


Payments of interest hereon (other than on the Maturity Date) will be
made in accordance with existing arrangements between the Indenture Trustee and
the Depositary.  Any principal, premium
and/or interest payable hereon on the Maturity Date will be paid by wire
transfer in immediately available funds to an account specified by the
Depositary (which account, unless otherwise provided above, will be at a bank
located outside the United States if payable in a Foreign Currency) 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 any such Paying Agent) to make such payments in such funds in
accordance with its normal procedures.


 


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


 


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.


 


A-2-4

















 


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

  
	
   

  	
  As
  Indenture Trustee

  
	
   

  	
   

  
	
  Dated:  Original Issue Date

  	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  



 


A-2-5

















 


[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.


 


A-2-6

















 


(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 for payment.  Unless otherwise
specified on the face hereof, the rate of interest payable on this Note will
not be adjusted.


 


A-2-7

















 


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


 


A-2-8

















 


(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 Rate Note, LIBOR Note, Treasury Rate
Note, Constant Maturity Treasury Rate Note, a Prime Rate Note, an Inverse
Floating Rate Note or a Floating Rate/Fixed Rate Note.  For the period from the Original Issue Date
to, but not including, the first (1st) Interest Reset Date set forth
on the face hereof, the interest rate hereon shall be the Initial Interest Rate
specified on the face hereof. 
Thereafter, the interest rate hereon will be reset as of and be
effective as of each Interest Reset Date; provided,
however, that the interest rate in effect for the ten (10) days
immediately prior to the Maturity Date will be that in effect on the tenth (10th)
day preceding such Maturity Date.


 


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


 


A-2-9

















 


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 or Business Day that is not a London 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 Business Day that
is a London Business Day); provided,
however, that if this Note is a LIBOR Note and such Business Day
that is also a London Business Day is in the next succeeding calendar month,
such Interest Reset Date shall be the Business Day that is also a London
Business Day immediately preceding such Reset Date.  If this Note is a Treasury Rate Note (as defined below) and an
auction date for direct obligations of United States securities shall fall on
any Interest Reset Date, then such Interest Reset Date shall instead be the
first (1st) Business Day immediately following such auction date.


 


(C)           If this Note has
more than one Interest Reset Date, accrued interest will be calculated by
multiplying the Principal Amount of the Note specified on the face hereof by an
Accrued Interest Factor.  The Accrued
Interest Factor will be computed by adding the interest factors calculated for
each day in the Interest Reset Period for which accrued interest is being
calculated.  The Interest Reset Period
is the period from each Interest Reset Date to, but not including, the
following Interest Reset Date.  Unless
otherwise specified on the face hereof, the Interest Factor for each such day
will be computed by dividing the interest rate in effect on that day by 360, in
the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate
Notes, LIBOR Notes and Prime 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


 


A-2-10

















 


the interest rate which 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.


 


(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 Rate Notes, LIBOR Notes
and Prime 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, interest will be
payable as follows: (1) if the Reset Date for a Note is daily, weekly or
monthly, interest will be payable on 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, interest will be payable on 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, interest will be payable on 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,
interest will be payable on 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


 


A-2-11

















 


Floating Rate Note cannot ever be less than such Minimum Interest Rate
and in the event that the interest rate on any Interest Reset Date would be
less than such Minimum Interest Rate (as if no Minimum Interest Rate were in
effect) then the interest rate on such Reset Date shall be the Minimum Interest
Rate.  Notwithstanding anything to the
contrary contained herein, the interest rate on a Floating Rate Note shall not
exceed the maximum interest rate permitted by applicable law.


 


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


 


A-2-12

















 


Rate for the Interest Reset Period will be the rate on such date for
negotiable certificates of deposit of the applicable Index Maturity as
published in the H.15 Daily Update under the heading “CDs (Secondary
Market).”  If such rate is not yet
published in either H.15(519) or the H.15 Daily Update by 3:00 p.m., New York
City time, on such Calculation Date, then the CD Rate will be the arithmetic
mean of the secondary market offered rates as of 3:00 p.m., New York City time,
on such date, of three (3) leading nonbank dealers in negotiable U.S. Dollar
certificates of deposit in New York City selected by the Calculation Agent
after consultation with the Trust for negotiable certificates of deposit of
major United States money center banks of the highest credit standing (in the
market for negotiable certificates of deposit) with a remaining maturity
closest to the applicable Index Maturity in a denomination of $5,000,000; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
above, the CD Rate for the applicable Interest Reset Period will be the CD Rate
for the immediately preceding Interest Reset Period.  If there was no such Interest Reset Period, the CD Rate shall be
the Initial Interest Rate.  “H.15(519)”
means the publication entitled “Statistical Release H.15(519), Selected
Interest Rates,” or any successor publication, published weekly by the Board of
Governors of the Federal Reserve System; and “H.15 Daily Update” means the
daily update of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update/,
or any successor site or publication.


 


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


 


A-2-13

















 


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
Rate Notes.  If the Interest Rate
Basis is the Federal Funds Rate, this Note shall be deemed to be a “Federal
Funds Rate Note.” A Federal Funds Rate Note will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Federal Funds Rate and the Spread or Spread Multiplier, if any.  The Calculation Agent will determine the
Federal Funds Rate for each Federal Funds Rate Determination Date by the
Calculation Date pertaining to such Federal Funds Rate Determination Date.  The Federal Funds 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, “Federal Funds 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 Moneyline Telerate, Inc. on page
120, or any successor service or page (“Telerate Page 120”) or, if not so
displayed or published by 3:00 p.m., New York City time, on the Calculation
Date pertaining to such Rate Determination Date, the Federal Funds 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


 


A-2-14

















 


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 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
Rate for the Interest Reset Period will be the same as the Federal Funds Rate
in effect for the immediately preceding Interest Reset Period.  If there was no such Interest Reset Period,
the Federal Funds Rate will be the Initial Interest Rate.


 


If this Note is a Federal Funds 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 Rates in effect for
each such day in such week.


 


(D)          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 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 Telerate” is designated on the
face hereof, “designated LIBOR page” means the display on Moneyline Telerate,
Inc. on page 3750, or any successor service or page for the purpose of
displaying the London interbank offered rates of major banks.  If “LIBOR Reuters” is designated on the face
hereof, “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


 


A-2-15

















 


single rate shall be used) on the display on the Reuters Monitor Money
Rates Service Page “LIBOR,” or any successor service or page for the purpose of
displaying the London interbank offered rates of major banks.  If neither “LIBOR Telerate” nor “LIBOR
Reuters” is specified on the face hereof, LIBOR will be determined as if LIBOR
Telerate had been specified.


 


(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 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.


 


(E)           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


 


A-2-16

















 


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 on
the display on Moneyline Telerate, Inc. (or any successor service) on page 56
(or any other page as may replace this page on that service) under the heading
“Investment Rate” or, if not so published by 3:00 p.m., New York City time, on
such Calculation Date pertaining to the Treasury Rate Determination Date, then
the Treasury Rate for the Interest Reset Period will be the auction average
rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) on such Treasury Rate
Determination Date as otherwise announced by the United States Department of
the Treasury.  In the event that the
results of the auction are not published or reported as provided above by 3:00
p.m., New York City time, on such Calculation Date, or if no such auction is
held on such Treasury Rate Determination Date, then the Treasury Rate for such
Interest Reset Period shall be the rate having the Index Maturity specified on
the face hereof as published in H.15(519) under the heading “U.S. Government
Securities—Treasury bills (Secondary Market)” 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


 


A-2-17

















 


Reset Period.  If there was no
such Interest Reset Period, the Treasury Rate will be the Initial Interest
Rate.


 


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


 


(F)           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 7051 (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
7052 (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


 


A-2-18

















 


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


 


A-2-19

















 


event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest), for Treasury Notes with an original
maturity of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least $100 million.  If two (2) of these Treasury Notes have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the quotes for the Treasury Note with the shorter remaining term to maturity
will be used.  If fewer than five 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 Moneyline Telerate, Inc. 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 7052, 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.


 


(G)           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


 


A-2-20

















 


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


 


(H)          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.


 


(I)            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


 


A-2-21

















 


Commencement Date specified on the face hereof, in which event the interest
rate on this Note will be determined as provided herein as if it were a
Floating Rate Note and a Fixed Rate Note hereunder for each such respective
period.


 


Section 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 Interest Payment Date after the Initial
Redemption Date set forth on the face hereof 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 $1,000 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.  Notice must be given not more
than seventy-five (75) nor less than thirty (30) calendar days prior to the
proposed redemption date.  In the event
of redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.  If less than all of the Notes
are redeemed, the Depositary will select by lot the amount of the interest of
each direct participant in the Trust to be redeemed.  Unless otherwise specified herein, the Trust may not redeem the
Notes after the date that is thirty (30) days prior to the Stated Maturity
Date.


 


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 $1,000 at the option of the Holder hereof at a repayment price
equal to 100% of the Principal Amount to be repaid, together with interest
thereon payable to the date of repayment. 
For this Note to be repaid in whole or in part at the option of the
Holder hereof, this Note must be received by the Indenture Trustee, with the
form entitled “Option to Elect Repayment,” below, duly completed by the
Indenture Trustee.  Exercise of such
repayment option by the Holder hereof shall be irrevocable.


 


A-2-22

















 


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
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


 


A-2-23

















 


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.


 


Section 13.  
Miscellaneous.


 


(a)           This
Note is issuable only as a registered Note without coupons in denominations of
$1,000 and any integral multiple 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 none of
the Trust, the Indenture Trustee, the Registrar, the Paying Agent, any Agent,
and any other agent of the Trust or the Indenture Trustee shall be affected by
notice to the contrary.


 


(c)           The
Notes are being issued by means of a book-entry-only system with no physical
distribution of certificates to be made except as provided in the
Indenture.  The book-entry system
maintained by DTC will evidence ownership of the Notes, with transfers of
ownership effected on the records of DTC and its participants pursuant to


 


A-2-24

















 


rules and procedures established by DTC and its participants.  The Trust and the Indenture Trustee will
recognize Cede & Co., as nominee of DTC, as the registered owner of the
Notes, as the Holder of the Notes for all purposes, including payment of principal,
premium (if any) and interest, notices and voting.  Transfer of principal, premium (if any) and interest to
participants of DTC will be the responsibility of DTC, and transfer of
principal, premium (if any) and interest to beneficial holders of the Notes by
participants of DTC will be the responsibility of such participants and other
nominees of such beneficial holders.  So
long as the book-entry system is in effect, the selection of any Notes to be
redeemed or repaid will be determined by DTC pursuant to rules and procedures
established by DTC and its participants. 
Neither the Trust nor the Indenture Trustee will not be responsible or
liable for such transfers or payments or for maintaining, supervising or
reviewing the records maintained by DTC, its participants or persons acting
through such participants.


 


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


 


Section 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.


 


A-2-25

















 


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 $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $            
or an integral multiple of $1,000 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 must correspond with the name as written
  upon the face of this Note in every particular, without alteration or
  enlargement or any change whatever.

  
	
  DATE:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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:                                                  


 


A-2-26

















 


SCHEDULE I TO FORM OF
INSTITUTIONAL GLOBAL NOTE


 


Amortization Table or
Formula


 


A-2-27

















 


EXHIBIT A-3 TO STANDARD INDENTURE TERMS


FORM OF
INSTITUTIONAL 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.


 


 

















 


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,


 


Initial
Redemption Date:


 


Initial
Redemption Percentage:


 


Annual
Redemption Percentage Reduction, if any:


 


Additional/Other
Terms:


 


Repayment
Provisions: o Yes  o No. 
If yes,


 


Optional
Repayment Date(s):


 


Additional/Other
Terms:


 


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 Rate o


 


LIBOR o


 


o LIBOR Reuters Page:


 


o LIBOR Telerate Page:


 


Designated LIBOR Currency:


 


Treasury Rate (other than Constant Maturity
Treasury Rate) o


 


Constant Maturity Treasury Rate o


 


Designated CMT Telerate Page:


 


If Telerate Page 7052:


 


o Weekly Average


 


o Monthly Average


 


Designated CMT Maturity Index:


 


Prime Rate o


 


Other o


 


Other Base Rate:


 


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:


 


Computation
of Interest:


 


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:


 

















 


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 above 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 (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 hereinafter defined) at
such time (as defined in Section 3(b) on the reverse hereof) and (2) 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 an
Issue Price 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
above, 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 (or, if this Note is a LIBOR Note (as
defined in Section 3(d)(v)(D) on the reverse hereof), a day that is also
not a London Business Day (as hereinafter defined)) shall be made on the next
succeeding Business Day (or, if this Note is a LIBOR Note, on the next
succeeding Business Day that is also a London Business Day) with the same force
and effect as if made on such Interest Payment Date or such Maturity Date, as
the case may be, except that with respect to Interest Payment Dates, other than
the Maturity Date, if this Note is a LIBOR Note and such next succeeding
Business Day that is also a London Business Day falls in the next calendar
month, such payment shall be made on the Business Day that is also a London
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.  The term “London Business Day” means a day other
than a Saturday or Sunday on which dealings


 


A-3-3

















 


in deposits in U.S. Dollars are transacted, or with respect to any
future date are expected to be transacted in the London interbank market.  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 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.


 


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.


 


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.


 


A-3-4

















 


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

  
	
   

  	
  As Indenture Trustee

  
	
   

  	
   

  
	
  Dated: Original Issue Date

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


A-3-5

















 


[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.


 


A-3-6

















 


(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 for payment.  Unless otherwise
specified on the face hereof, the rate of interest payable on this Note will
not be adjusted.


 


A-3-7

















 


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


 


A-3-8

















 


(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 Rate Note, LIBOR Note, Treasury Rate
Note, Constant Maturity Treasury Rate Note, a Prime Rate Note, an Inverse
Floating Rate Note or a Floating Rate/Fixed Rate Note.  For the period from the Original Issue Date
to, but not including, the first (1st) Interest Reset Date set forth
on the face hereof, the interest rate hereon shall be the Initial Interest Rate
specified on the face hereof. 
Thereafter, the interest rate hereon will be reset as of and be
effective as of each Interest Reset Date; provided,
however, that the interest rate in effect for the ten (10) days
immediately prior to the Maturity Date will be that in effect on the tenth (10th)
day preceding such Maturity Date.


 


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


 


A-3-9

















 


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 or Business Day that is not a London 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 Business Day that is a London
Business Day); provided, however,
that if this Note is a LIBOR Note and such Business Day that is also a London
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the Business Day that is also a London Business Day immediately
preceding such Reset Date.  If this Note
is a Treasury Rate Note (as defined below) and an auction date for direct
obligations of United States securities shall fall on any Interest Reset Date,
then such Interest Reset Date shall instead be the first (1st)
Business Day immediately following such auction date.


 


(C)           If this Note has
more than one Interest Reset Date, accrued interest will be calculated by
multiplying the Principal Amount of the Note specified on the face hereof by an
Accrued Interest Factor.  The Accrued
Interest Factor will be computed by adding the interest factors calculated for
each day in the Interest Reset Period for which accrued interest is being
calculated.  The Interest Reset Period
is the period from each Interest Reset Date to, but not including, the
following Interest Reset Date.  Unless otherwise
specified on the face hereof, the Interest Factor for each such day will be
computed by dividing the interest rate in effect on that day by 360, in the
case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes,
LIBOR Notes and Prime 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


 


A-3-10

















 


the interest rate which 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.


 


(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 Rate Notes, LIBOR Notes and
Prime 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, interest will be payable as follows:
(1) if the Reset Date for a Note is daily, weekly or monthly, interest will be
payable on 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,
interest will be payable on 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, interest will be payable on 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, interest
will be payable on 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


 


A-3-11

















 


Floating Rate Note cannot ever be less than such Minimum Interest Rate
and in the event that the interest rate on any Interest Reset Date would be
less than such Minimum Interest Rate (as if no Minimum Interest Rate were in
effect) then the interest rate on such Reset Date shall be the Minimum Interest
Rate.  Notwithstanding anything to the
contrary contained herein, the interest rate on a Floating Rate Note shall not
exceed the maximum interest rate permitted by applicable law.


 


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


 


A-3-12

















 


Rate for the Interest Reset Period will be the rate on such date for
negotiable certificates of deposit of the applicable Index Maturity as
published in the H.15 Daily Update under the heading “CDs (Secondary
Market).”  If such rate is not yet
published in either H.15(519) or the H.15 Daily Update by 3:00 p.m., New York
City time, on such Calculation Date, then the CD Rate will be the arithmetic
mean of the secondary market offered rates as of 3:00 p.m., New York City time,
on such date, of three (3) leading nonbank dealers in negotiable U.S. Dollar
certificates of deposit in New York City selected by the Calculation Agent
after consultation with the Trust for negotiable certificates of deposit of
major United States money center banks of the highest credit standing (in the
market for negotiable certificates of deposit) with a remaining maturity
closest to the applicable Index Maturity in a denomination of $5,000,000; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
above, the CD Rate for the applicable Interest Reset Period will be the CD Rate
for the immediately preceding Interest Reset Period.  If there was no such Interest Reset Period, the CD Rate shall be
the Initial Interest Rate.  “H.15(519)”
means the publication entitled “Statistical Release H.15(519), Selected
Interest Rates,” or any successor publication, published weekly by the Board of
Governors of the Federal Reserve System; and “H.15 Daily Update” means the
daily update of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update/, or any successor site or
publication.


 


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


 


A-3-13

















 


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
Rate Notes.  If the Interest Rate
Basis is the Federal Funds Rate, this Note shall be deemed to be a “Federal Funds
Rate Note.” A Federal Funds Rate Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Federal
Funds Rate and the Spread or Spread Multiplier, if any.  The Calculation Agent will determine the Federal
Funds Rate for each Federal Funds Rate Determination Date by the Calculation
Date pertaining to such Federal Funds Rate Determination Date.  The Federal Funds 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, “Federal Funds 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 Moneyline Telerate, Inc. on page
120, or any successor service or page (“Telerate Page 120”) or, if not so
displayed or published by 3:00 p.m., New York City time, on the Calculation
Date pertaining to such Rate Determination Date, the Federal Funds 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


 


A-3-14

















 


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 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
Rate for the Interest Reset Period will be the same as the Federal Funds Rate
in effect for the immediately preceding Interest Reset Period.  If there was no such Interest Reset Period,
the Federal Funds Rate will be the Initial Interest Rate.


 


If this Note is a Federal Funds 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 Rates in effect for each such day in such week.


 


(D)          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 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
Telerate” is designated on the face hereof, “designated LIBOR page” means the
display on Moneyline Telerate, Inc. on page 3750, or any successor service or
page for the purpose of displaying the London interbank offered rates of major
banks.  If “LIBOR Reuters” is designated
on the face hereof, “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


 


A-3-15

















 


single rate shall be used) on the display on
the Reuters Monitor Money Rates Service Page “LIBOR,” or any successor service
or page for the purpose of displaying the London interbank offered rates of
major banks.  If neither “LIBOR
Telerate” nor “LIBOR Reuters” is specified on the face hereof, LIBOR will be
determined as if LIBOR Telerate had been specified.


 


(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 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.


 


(E)           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


 


A-3-16

















 


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 on
the display on Moneyline Telerate, Inc. (or any successor service) on page 56
(or any other page as may replace this page on that service) under the heading
“Investment Rate” or, if not so published by 3:00 p.m., New York City time, on
such Calculation Date pertaining to the Treasury Rate Determination Date, then
the Treasury Rate for the Interest Reset Period will be the auction average
rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) on such Treasury Rate
Determination Date as otherwise announced by the United States Department of
the Treasury.  In the event that the
results of the auction are not published or reported as provided above by 3:00
p.m., New York City time, on such Calculation Date, or if no such auction is
held on such Treasury Rate Determination Date, then the Treasury Rate for such
Interest Reset Period shall be the rate having the Index Maturity specified on
the face hereof as published in H.15(519) under the heading “U.S. Government
Securities—Treasury bills (Secondary Market)” 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 


 


A-3-17

















 


Reset Period.  If there was no
such Interest Reset Period, the Treasury Rate will be the Initial Interest
Rate.


 


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


 


(F)           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 7051 (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
7052 (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


 


A-3-18

















 


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


 


A-3-19

















 


event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest), for
Treasury Notes with an original maturity of the number of years that is the
next highest to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an amount of at
least $100 million.  If two (2) of these
Treasury Notes have remaining terms to maturity equally close to the Designated
CMT Maturity Index, the quotes for the Treasury Note with the shorter remaining
term to maturity will be used.  If fewer
than five 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
Moneyline Telerate, Inc. 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 7052, 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.


 


(G)           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


 


A-3-20

















 


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


 


(H)          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.


 


(I)            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


 


A-3-21

















 


Commencement Date specified on the face hereof, in which event the
interest rate on this Note will be determined as provided herein as if it were
a Floating Rate Note and a Fixed Rate Note hereunder for each such respective
period.


 


Section 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 Interest Payment Date after the Initial
Redemption Date set forth on the face hereof 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 $1,000 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.  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 $1,000 at the option of the Holder hereof at a repayment price
equal to 100% of the Principal Amount to be repaid, together with interest
thereon payable to the date of repayment. 
For this Note to be repaid in whole or in part at the option of the
Holder hereof, this Note must be received by the Indenture Trustee, with the
form entitled “Option to Elect Repayment,” below, duly completed by the
Indenture Trustee.  Exercise of such
repayment option by the Holder hereof shall be irrevocable.


 


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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
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


 


A-3-23

















 


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.


 


Section 13.  
Miscellaneous.


 


(a)           This
Note is issuable only as a registered Note without coupons in denominations of
$1,000 and any integral multiple 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 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


 


A-3-24

















 


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.


 


A-3-25

















 


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 $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $             
or an integral multiple of $1,000 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 must correspond with the name as written
  upon the face of this Note in every particular, without alteration or
  enlargement or any change whatever.

  
	
  DATE:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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:                                                  


 


A-3-26

















 


SCHEDULE I TO FORM OF INSTITUTIONAL
DEFINITIVE NOTE


 


Amortization Table or Formula


 


A-3-27












 


 





















 
 

EXHIBIT F    
    


 
 

STANDARD SELLING AGENT AGREEMENT TERMS    
    
    PROTECTIVE LIFE INSURANCE COMPANY    
    
    $3,000,000,000    
    
    SECURED INTERNOTES® PROGRAM    
    
    Dated as of November 7,
 2003    
    



        This document constitutes Standard Selling Agent Agreement Terms which are incorporated by reference in the Selling Agent Agreement, dated as of the date set
forth therein (the "Selling Agent Agreement"), by and among the Trust, the Company, and each Agent specified in the Selling Agent Agreement. The Selling
Agent Agreement is set forth in Section F of the Omnibus Instrument and these Standard Selling Agent Agreement Terms are attached as  Exhibit F to
the Omnibus Instrument. 



        These
Standard Selling Agent Agreement Terms shall be of no force and effect unless and until incorporated by reference into, and then only to the extent not modified by, the Selling
Agent Agreement. 


        The
following terms and provisions shall govern the terms of the distribution of the Notes issued by the Trust, subject to such other terms and provisions expressly adopted in the
Selling Agent Agreement. 


        Capitalized
terms not otherwise defined in these Standard Selling Agent Agreement Terms shall have their respective meanings ascribed to them in the Selling Agent Agreement. 



        In
connection with the Protective Life Secured InterNotes® Program (the "Retail Program"), the Company has authorized the
issuance and sale from time to time of funding agreements to Protective Life Secured Trusts in order to secure the issuance of medium-term notes due nine months or more from the date of
issuance by the Trust and any other trust organized in connection with the Registration Statement (defined below) of up to U.S. $3,000,000,000 aggregate initial offering price of such notes (or its
equivalent as determined pursuant to Section III(b)(vii) herein) to the Agents pursuant to the terms of this Selling Agent Agreement, any
other selling agent agreement entered into by and among the Company, the agent(s) named therein and any trust (other than the Trust) organized in connection with the Registration Statement and any
distribution agreement (each, a "Distribution Agreement") entered into by and among the Company, the dealer(s) named therein and any trust (other than
the Trust) organized in connection with the Protective Life Secured Medium-Term Notes Program (the "Institutional Program," together with
the Retail Program, the "Program"). 


        The
Notes are to be issued pursuant to the Indenture. The Trust shall issue only one Series of Notes. The Trust will use the net proceeds from the sale of the Notes to purchase one or
more funding agreements (each a "Funding Agreement") from the Company. The Notes will be secured by one or more Funding Agreement(s) which will be
assigned by the Trust to the Indenture Trustee on behalf of the holders of the Notes pursuant to the Indenture. In connection with the sale of the Notes, the Trust will prepare a Pricing Supplement
(the "Pricing Supplement") including or incorporating by reference a description of the terms of the Notes, the terms of the offering and a description
of the Trust. 


        Subject
to the terms and conditions contained in the Selling Agent Agreement, the Company and the Trust hereby (1) appoint Incapital LLC as purchasing agent (the
"Purchasing Agent"); (2) appoint the Purchasing Agent and each of the other parties listed on the signature page hereto as agents of the Company
and the Trust (the Purchasing Agent and each such party, an "Agent") for the purpose of soliciting offers to purchase the Notes, and each of the Agents
hereby agrees to use its reasonable best efforts to solicit offers to purchase Notes upon terms acceptable to the Company and the Trust at such times and in such amounts as the Company and the Trust
shall from time to time specify in accordance with the terms hereof and after consultation with the Purchasing Agent; and (3) agree that the sale of the Notes shall be sold pursuant to this
Selling Agent Agreement, with the Purchasing Agent 





 



purchasing
such Notes as principal for resale to the Agents or dealers (the "Selected Dealers"), each of whom will purchase such Notes as principal. 


 
 

I.    
    


        The Company has made the requisite filings with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Company has filed with the Commission a registration statement on
Form S-3 (No. 333-100944) and pre-effective amendment no. 1 thereto for the registration of funding agreements and notes under the Securities Act of
1933, as amended (the "1933 Act"), and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the
Commission under the 1933 Act (the "1933 Act Regulations"). Such registration statement has been declared effective by the Commission and the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and the Company has filed such post-effective
amendments thereto as may be required prior to the Trust's acceptance of any offer for the purchase of Notes and each such post-effective amendment has been declared effective by the
Commission. Such registration statement (as so amended, if applicable) is referred to herein as the "Registration Statement"; and the final prospectus
and all applicable amendments or supplements thereto (including the final prospectus supplements and Pricing Supplement(s) relating to the offering of the Notes), in the form first furnished to the
Agents for use in confirming sales of the Notes, are collectively referred to herein as the "Prospectus";  provided, however, that all references to the "Registration Statement", and the "Prospectus" shall also
be deemed to include all documents incorporated therein by reference pursuant to the 1934 Act, prior to any acceptance by the Trust of an offer for the purchase of Notes; provided, further, that if
the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations (the "Rule 462(b) Registration
Statement"), then, after such filing, all references to the "Registration Statement" shall also be deemed to include the Rule 462(b) Registration Statement. A
"preliminary prospectus" shall be deemed to refer to any prospectus and any prospectus supplement used before the Registration Statement became
effective and any prospectus and any prospectus supplement furnished by the Company after the Registration Statement became effective and before any acceptance by the Trust of an offer for the
purchase of Notes which omitted information to be included upon pricing in a form of prospectus and prospectus supplement filed with the Commission pursuant to Rule 424(b) of the 1933 Act
Regulations. For purposes of this Selling Agent Agreement, all references to the Registration Statement, Prospectus or preliminary prospectus or to any amendment or supplement thereto shall be deemed
to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). 


        All
references in this Selling Agent Agreement to financial statements and schedules and other information which is "disclosed", "contained", "included" or "stated" (or other references
of like import) in the Registration Statement, Prospectus or preliminary prospectus shall be deemed to include all such financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, Prospectus or preliminary prospectus, as the case may be; and all references in this Selling Agent Agreement to amendments or supplements to the
Registration Statement, Prospectus or preliminary prospectus shall be deemed to include the filing of any document under the 1934 Act which is incorporated by reference in the Registration Statement,
Prospectus or preliminary prospectus, as the case may be. 


2





 


 
 

II.    
    


        The Agents' obligations hereunder are subject to the following conditions: 


        (a)   Legal Opinions. On the day of delivery of the applicable notes to the Purchasing Agent (the
"Settlement Date") for the first series of notes issued under the Program (the "Initial Settlement
Date"), the Agents shall have received the legal opinions in (1) through (12) below in form and substance satisfactory to the Purchasing Agent; for all issues
after the Initial Settlement Date, the Agents shall have received the opinions in (1) through (12) below unless previously provided on the later of (x) the Initial Settlement Date
or (y) the first settlement date following the most recent annual anniversary date of the Initial Settlement Date, or unless otherwise agreed among the Company, the Trust and the Purchasing
Agent: 



        (1)   Opinion of Counsel for the Company.    The opinion of Debevoise & Plimpton or other external counsel
reasonably satisfactory to the applicable Agents or internal legal counsel to the Company which shall be at least a Senior Associate Legal Counsel to the Company (in either case, the  "Company Approved
Counsel"), to the effect set forth in Exhibit A hereto; 


        (2)   Opinion of Counsel for the Trust.    The opinion of Richards Layton & Finger, or, subsequent to the
Initial Settlement Date, Company Approved Counsel, to the effect set forth in Exhibit B hereto; 



        (3)   Opinion of Counsel for the Trustee.    The opinion of Richards, Layton & Finger, or other external
counsel reasonably satisfactory to the Purchasing Agent, as counsel for the trustee of the Trust (the "Trustee") to the effect set forth in  Exhibit C hereto; 


        (4)   Opinion of Counsel for the Administrator.    The opinion of Tannenbaum Helpern Syracuse & Hirschtritt
LLP, or other external counsel reasonably satisfactory to the Purchasing Agent, as counsel for AMACAR Pacific Corp., as administrator (the
"Administrator") to the effect set forth in Exhibit D hereto; 


        (5)   Opinion of Counsel for the Trust Concerning Delaware Security Interest Matters.    The opinion of Richards,
Layton & Finger, or other external counsel reasonably satisfactory to the Purchasing Agent, as counsel for the Trust to the effect set forth in Exhibit E  hereto; 



        (6)   Opinion of Counsel for the Company Concerning Certain Tax Matters.    The opinion of Debevoise &
Plimpton, counsel for the Company, to the effect set forth in Exhibit F hereto; 


        (7)   Opinion of Counsel for the Company Concerning Certain Insurance Insolvency Matters.    The opinion of Bass,
Berry & Sims PLC, Tennessee counsel for the Company, or, subsequent to the Initial Settlement Date, Company Approved Counsel, to the effect set forth in Exhibit G  hereto; 



        (8)   Opinion of Counsel for the Company Concerning Certain Insurance Regulatory Matters.    The opinion of
White & Case, Counsel for the Company, to the effect set forth in Exhibit H hereto; 



3





 




        (9)   Opinion of Counsel for the Agents Concerning Certain Federal Securities Law Matters.    The opinion of Sidley
Austin Brown & Wood LLP, counsel for the Agents, to the effect set forth in Exhibit I hereto; 


        (10) Opinion of Counsel for the Agents Concerning Certain New York Security Interest Matters.    The opinion of
Sidley Austin Brown & Wood LLP, counsel for the Agents, to the effect set forth in Exhibit J hereto; 


        (11) Opinion of Counsel for the Company Concerning Certain New York Law Matters.    The opinion of
Debevoise & Plimpton or Company Approved Counsel, as counsel for the Company, to the effect set forth in Exhibit K; and 


        (12) Opinion of Delaware Counsel Concerning Enforceability of the Funding Agreement.    The opinion of Richards
Layton & Finger, or, subsequent to the Initial Settlement Date, Company Approved Counsel, to the effect set forth in Exhibit L hereto. 




        (b)   Negative Assurances.    Unless otherwise agreed, on the Initial Settlement Date and on the most recent date
specified in Section VII(a), the Company and the Trust shall have made available to the Agents or the Agents shall have received the following
negative assurances, dated as of the Initial Settlement Date or the date set forth in Section VII(a), if applicable, and in form and substance
satisfactory to the Agents: 



        (1)   Negative Assurance of Counsel for the Agents.    The negative assurance of Sidley Austin Brown & Wood
LLP, counsel for the Agents, with respect to the matters set forth in Exhibit M hereto; and 


        (2)   Negative Assurance of Counsel for the Company.    The negative assurance of Debevoise & Plimpton or
Company Approved Counsel, as counsel for the Company, to the effect set forth in Exhibit N hereto. 




        (c)   Company Officer's Certificate.    On the Settlement Date there shall not have been, since the respective dates
as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Agents shall have received a certificate of an officer of the Company who is at least
a Senior Vice President of the Company and of the chief financial officer or chief accounting officer of the Company, dated as of the Settlement Date or other agreed upon date to the effect that
(i) there has been no such material adverse change, (ii) the representations and warranties of the Company herein contained are true and correct with the same force and effect as though
expressly made at and as of the date of such certificate, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to
the date of such certificate, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted, are
pending or, to the best of such person's knowledge, are threatened by the Commission. 


        (d)   Trust Officer's Certificate.    On the Settlement Date there shall not have been, since the respective dates as
of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Trust, 


4





 



whether
or not arising in the ordinary course of business, and the Agents shall have received a certificate of an officer of the Administrator of the Trust, dated as of the Settlement Date or other
agreed upon date to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Trust herein contained are true and correct with
the same force and effect as though expressly made at and as of the date of such certificate, and (iii) the Trust has complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the date of such certificate. 


        (e)   Comfort Letter of Accountants to the Company.    On the Initial Settlement Date and on the most recent date
specified in Section VII(b), the Agents shall have received a letter from PricewaterhouseCoopers LLP or its successor, as accountants to the
Company (the "Accountants"), dated as of the applicable date and in form and substance satisfactory to the Agents, to the effect set forth in  Exhibit O
hereto. 


        (f)    Miscellaneous Conditions.    The obligations of the Agents to purchase Notes as principal under this Selling
Agent Agreement are further subject to the conditions (i) of the accuracy of the representations and warranties, as of the date on which such representations and warranties were made, or deemed
to be made pursuant to Section VI, on the part of the Company and Trust herein contained or contained in any certificate of an officer or trustee
of the Company or Trust, respectively, delivered pursuant to the provisions hereof, to the performance and observance by each of the Trust and the Company of its covenants and other obligations
hereunder and (ii) that the Registration Statement has become effective under the 1933 Act and 1934 Act, as applicable, and no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act, and no proceedings for such purpose shall have been instituted or shall be pending or, to the knowledge of the Company, threatened by the
Commission and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Agents. 



        Further,
if specifically called for by the Purchasing Agent in this Selling Agent Agreement the Purchasing Agent's obligations hereunder shall be subject to such additional conditions,
including those set forth in clauses (a), (b), (c),  (d),
(e), (f) and  (g) of this Section, as agreed to by the parties, each of which such agreed
conditions shall be met on the Settlement Date. 



        (g)   Additional Documents.    On the Settlement Date, counsel to the Agents shall have been furnished with such
documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Notes as herein contemplated, or in order to evidence the
accuracy of any of the representations and warranties, or the fulfillment of any of the conditions, contained herein; and all proceedings taken by the Company and the Trust in connection with the
issuance and sale of Notes as herein contemplated shall be reasonably satisfactory in form and substance to the Purchasing Agent and to counsel to the Agents. 



        If
any condition specified in this Section II shall not have been fulfilled when and as required to be fulfilled, this Selling
Agent Agreement may be terminated by any Agent (as to itself only) by notice to the Company and Trust at any time and any such termination shall be without liability of any party to any other party
except as provided in Section XIII hereof and except that Sections VIII,  IX, XI and XII hereof shall survive any such termination
and remain in full force and effect. 


5






  



 
 

III.    
    



        (a)   Covenants of the Company and the Trust.    In further consideration of your agreements herein contained, the
Company and the Trust jointly and severally covenant and agree with each Agent as follows: 



        (i)    Preparation of Pricing Supplements.    The Company and the Trust will prepare, with respect to any Notes to be
sold to the Agents pursuant to this Selling Agent Agreement, a Pricing Supplement with respect to such Notes in a form previously approved by the Agents and attached as  Exhibit P. The Company and
Trust will deliver such Pricing Supplement no later than 1:00 p.m., New York City time, on the business day
following the date of the Company's and Trust's acceptance of the offer for the purchase of such Notes and will file such Pricing Supplement pursuant to Rule 424(b)(3) under the 1933 Act. 


        (ii)   Use of Proceeds.    The Trust will use the net proceeds received by it from the issuance and sale of the Notes
in the manner specified in the Prospectus. 


        (iii)  Suspension of Certain Obligations.    After the completion of the distribution of the Notes to investors
other than the Agent(s), the Company and the Trust, as applicable, shall not be required to comply with the provisions of Sections III(a)(i), (ii), (vi), (vii) and
(viii) or Sections III(b)(i), (ii), (vii), (viii), (x), and (xi).


        (iv)  Listing.    If listing of the Notes is specified in the Pricing Supplement, the Company and the Trust shall
use reasonable efforts to obtain and maintain approval for the listing of the Notes on the securities exchange designated in the Pricing Supplement until such time as none of the Notes are
outstanding. 


         (v)  Blue Sky Qualifications.    The Company and the Trust shall endeavor to qualify the Notes for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request
and to maintain such qualifications for as long as such Agents shall reasonably request; provided,  however, that the Company and the Trust shall not be
obligated to file any general consent to service of process or to qualify as a foreign corporation
or a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. 



        (vi)  The Depository Trust Company.    The Company and Trust shall assist the Agents in arranging to cause the Notes
to be eligible for settlement through the facilities of The Depository Trust Company. 


       (vii)  Notice of Amendment to Indenture or Trust Agreement.    The Trust will give the Agents at least seven
(7) days' prior notice in writing of any proposed amendment to the Indenture or Trust Agreement and, except in accordance with the applicable provisions of the Indenture or Trust Agreement, not
make or permit to become effective any amendment to the Indenture or Trust Agreement which may adversely affect the interests of the Agents or any holder of any outstanding Notes without the consent
of the affected party. 


      (viii)  Authorization to Act on Behalf of the Trust.    The Trust will, from time to time, after receiving a written
request from an Agent, deliver to the Agents a certificate as to the names and signatures of those persons authorized to act on behalf of the Trust in relation to the Program if such information has
changed. 


        (ix)  Notice of Meeting.    The Trust will furnish to the Agents, at the same time as it is dispatched, a copy of
notice of any meeting of the holders of Notes which is called to consider any matter which is material in the context of the Trust. 



6





 





        (b)   Further Covenants of the Company.    The Company further covenants and agrees with each Agent as follows: 



          (i)  Notice of Certain Events Regarding Registration Statement, Prospectus and Ratings.    Prior to the Settlement
Date, the Company with respect to the Registration Statement and Prospectus will notify the Agents immediately, and confirm such notice in writing of (A) the effectiveness of any
post-effective amendment to the Registration Statement or the filing of any amendment or supplement to the Prospectus (other than any amendment or supplement thereto providing solely for
the determination of the variable terms of the notes issued pursuant to the Registration Statement), (B) the receipt of any comments from the Commission with respect to the Registration
Statement and the Prospectus and a Rule 462(b) Registration Statement, (C) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to
the Prospectus or for additional information, (D) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement, or of any order preventing or suspending the use of any preliminary prospectus or Prospectus, or of the initiation of any proceedings for that purpose, or
(E) any change in the rating assigned by Moody's Investors Service, Inc. or its successor ("Moody's") and Standard & Poor's Ratings
Services, a Division of The McGraw-Hill Companies, Inc. or its successor ("S&P") (Moody's and S&P are referred to herein as the
"Ratings Agencies") to the Program, the Notes or the notes issued pursuant to the Registration Statement, as applicable, or the withdrawal by any
Ratings Agency of its rating of the Program, the Notes, or the notes issued pursuant to the Registration Statement, as applicable. The Company will make every reasonable effort to prevent the issuance
of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. 


         (ii)  Filing or Use of Amendments.    Prior to the Settlement Date, the Company will give the Agents advance notice
of their intention to file or prepare any additional registration statement with respect to the registration of additional notes to be issued pursuant to the Registration Statement, any amendment or
supplement to the Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations) or any amendment or supplement to the prospectus included in the Registration
Statement at the time it became effective or to the Prospectus (other than an amendment or supplement thereto providing solely for the determination of the variable terms of the notes to be issued
pursuant to the Registration Statement), whether pursuant to the 1933 Act, the 1934 Act, or otherwise, will furnish to such Agents copies of any such document a reasonable amount of time prior to such
proposed filing or use, as the case may be, and will not file any such document in a form as to which an Agent or counsel for the Agents shall reasonably object in writing, unless, in the judgment of
the Company and its counsel, such amendment or supplement is necessary to comply with law. 



        (iii)  Delivery of the Registration Statement.    The Company will furnish to the Agents and to counsel for the
Agents, upon request, without charge, one conformed copy of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated by reference therein), and copies of all consents and certificates of experts. The Registration Statement and each amendment
thereto furnished to an Agent will be identical in all material respects to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T. 


        (iv)  Delivery of the Prospectus.    The Company will furnish to each Agent, without charge, such number of copies
of the Prospectus (as amended or supplemented) as such Agent may reasonably request. The Prospectus and any amendments or supplements thereto furnished to such Agent will be identical in all material
respects to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. 



7





 




         (v)  Revisions of Prospectus—Material Changes.    If at any time prior to the Settlement Date any event
shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the
Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the
opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by
the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such
amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to
the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act
Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion
of the distribution of each offering of Notes. 


        (vi)  Reporting Requirements.    The Company, during the period when the Prospectus is required to be delivered
under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to Sections 13, 14 or 15 of the 1934 Act within the time periods prescribed by the 1934
Act and the 1934 Act Regulations. 


       (vii)  Outstanding Aggregate Principal Amount of Notes.    The Company will promptly, upon request by an Agent,
notify such Agent of the aggregate principal amount of notes issued pursuant to the Registration Statement from time to time outstanding under the Program in their currency of denomination and (if so
requested) expressed in United States dollars. For the purpose of determining the aggregate principal amount of such notes outstanding (A) the principal amount of notes issued pursuant to the
Registration Statement, denominated in a currency other than United States dollars shall be converted into United States dollars using the spot rate of exchange for the purchase of the relevant
currency against payment of United States dollars being quoted by the Paying Agent (as defined in the Indenture) on the date on which the relevant notes issued pursuant to the Registration Statement
were initially offered, (B) any notes issued pursuant to the Registration Statement which provide for an amount less than the principal amount thereof to be due and payable upon redemption
following an Event of Default (as defined in the Indenture) in respect of such notes issued pursuant to the Registration Statement, shall have a principal amount equal to their redemption amount,
(C) any zero coupon (and any other notes issued pursuant to the Registration Statement issued at a discount or premium) shall have a principal amount equal to their price to the public and
(D) the currency in which any notes issued pursuant to the Registration Statement are payable, if different from the currency of their denomination, shall be disregarded. 



      (viii)  Notice of Certain Events Regarding 1934 Act Filings and Ratings.    Prior to the Settlement Date, the
Company with respect to its filings with the Commission under the 1934 Act will notify the Agents immediately, and confirm such notice in writing, as applicable, of (A) the receipt of any
comments from the Commission, (B) any request by the Commission for any amendments to such filings, (C) the issuance by the Commission of any stop order suspending the effectiveness of
such 



8





 




filings,
or of the initiation of any proceedings for that purpose or (D) any change in the rating assigned by any Ratings Agency to any debt securities or financial strength of the Company, or
the withdrawal by any Ratings Agency of its rating of any debt securities or the financial strength of the Company. The Company will make every reasonable effort to prevent the issuance of any stop
order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. 


        (ix)  Earnings Statements.    The Company will timely file such reports pursuant to the 1934 Act and the 1934 Act
Regulations, as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by,
the last paragraph of Section 11(a) of the 1933 Act. 


         (x)  Restrictions on the Offer and Sale of Funding Agreements.    Except pursuant to a Distribution Agreement or any
other selling agent agreement in connection with the Retail Program, the Company shall not issue or agree to issue, during the period commencing on the date of this Selling Agent Agreement and
continuing to and including the Settlement Date with respect to such Notes, any Funding Agreement or similar agreement for the purpose of supporting the issuance by a special purpose entity of
securities denominated in the same currency or substantially similar to such Notes, in each case without prior notice to the applicable Agents. 


        (xi)  Use of Proceeds.    The Company will use the net proceeds received by it from the issuance and sale of the
Funding Agreement in the manner specified in the Prospectus. 



 
 

IV.    
    


        (a)   Solicitations as Agent.    The Agents propose to solicit offers to purchase the Notes upon the terms and
conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the
purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any
prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase
only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any
jurisdiction. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or
permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company
and the Trust has advised the Agents that such solicitation may be resumed. 


        Unless
otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of
$1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company
and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a
breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent
Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in  Exhibit Q hereto (the "Concession"); provided,
however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on  Exhibit Q hereto. The
actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing
Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. 


9





 



        Unless
otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued
interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the
Prospectus (if not previously delivered) and Pricing Supplement. 


        (b)   Sale of Notes.    The Company and the Trust shall not sell Notes in excess of the aggregate initial offering
price of notes registered pursuant to the Registration Statement and any additional aggregate offering price of notes registered pursuant to a Rule 462(b) Registration Statement. The Agents
shall have no responsibility for maintaining records with respect to the aggregate initial offering price of notes sold (including the Notes), or of otherwise monitoring the availability of notes for
sale, under the Registration Statement. 


        (c)   Administrative Procedures.    Procedural details relating to the issue and delivery of, and the solicitation of
purchases and payment for, the Notes are set forth in the Administrative Procedures attached hereto as Exhibit R (the
"Procedures"), as amended from time to time. Unless otherwise provided in a Selling Agent Agreement, the provisions of the Procedures shall apply to all
transactions contemplated hereunder. Unless otherwise agreed, the Agents, the Company and the Trust shall perform, and the Company agrees to cause the Administrator and Indenture Trustee to perform,
their respective duties and obligations specifically provided to be performed by each in the Procedures as amended from time to time. The Procedures may only be amended by written agreement of the
Company, the Trust and the Agents. 


 
 

V.    
    


        Purchases as Principal.    Each sale of Notes shall be made in accordance with the terms of this Selling Agent Agreement which
provides for the sale of such Notes to, and the purchase and reoffering thereof by, the Purchasing Agent as principal. This Selling Agent Agreement may also specify certain provisions relating to the
reoffering of such Notes by the Purchasing Agent. The offering of Notes by the Trust hereunder and the Purchasing Agent's agreement to purchase Notes pursuant to the Selling Agent Agreement shall be
deemed to have been made on the basis of the representations, warranties and agreements of the Company and the Trust herein contained and shall be subject to the terms and conditions herein set forth.
This Selling Agent Agreement describes the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and specifies, among other things, the principal amount of Notes to be
purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the net proceeds to the Trust, the initial public offering price at which the
Notes are proposed to be reoffered, and the time and place of delivery of and payment for such Notes, whether the Notes provide for a Survivor's Option, whether the Notes are redeemable or repayable
and on what terms and conditions, and any other relevant terms. 


 
 

VI.    
    


        (a)   Representations and Warranties of the Trust and the Company.    Each of the Trust and the Company jointly and
severally represent and warrant to each Agent as of the date hereof, as of the Settlement Date and as of any time prior to the Settlement Date that the Registration Statement or the Prospectus shall
be amended or supplemented (other than by an amendment or supplement providing solely for the determination of the variable terms of the notes issued pursuant to the Registration Statement, including
the establishment of or a change in the interest rates, maturity or price of Notes or similar changes) (each of the times referenced above being referred to herein as a
"Representation Date") as follows: 



          (i)  Due Formation and Good Standing of the Trust.    The Trust is either a statutory trust or common law trust, as
specified in this Selling Agent Agreement, duly formed under Delaware law 



10





 

pursuant
to the Trust Agreement and, if the Trust is a statutory trust, the filing of a certificate of trust with the Delaware Secretary of State, which is validly existing and in good standing as a
statutory trust or common law trust, as applicable, under the laws of the State of Delaware. 


         (ii)  No Material Changes.    Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (A) there has been no event or occurrence that would reasonably be expected to have a material adverse effect on the condition
(financial or otherwise) of the Trust or on the power or ability of the Trust to perform its obligations under this Selling Agent Agreement, the Indenture, the Trust Agreement, the Funding
Agreement(s), the Administrative Services Agreement (the "Administration Agreement"), between the Trustee, on behalf of the Trust, and the
Administrator, the License Agreement (the "License Agreement") between the Trust and Protective Life Corporation or the Notes or to consummate the
transactions to be performed by it as contemplated in the Prospectus (a "Trust Material Adverse Effect") and (B) there have been no transactions
entered into by the Trust, other than those related to the Retail Program or in the ordinary course of business, which are material with respect to the Trust. 



        (iii)  Authorization of this Selling Agent Agreement, each Funding Agreement, the Trust Agreement, the Indenture, the Administration Agreement, the
License Agreement and the Notes.    This Selling Agent Agreement, each relevant Funding Agreement, the Indenture, the Administration Agreement and the License
Agreement have been or will be duly authorized, executed and delivered by the Trust. Assuming that each party to this Selling Agent Agreement, each relevant Funding Agreement, the Trust Agreement, the
Administration Agreement, the License Agreement and the Indenture other than the Trust, as applicable, has duly authorized, executed and delivered each such agreement, then this Selling Agent
Agreement, each relevant Funding Agreement, the Trust Agreement, the Administration Agreement, the Indenture and the License Agreement will each be a valid and legally binding agreement of the Trust
enforceable against the Trust in accordance with its terms, as applicable, except (A) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and
(B) except as enforcement thereof may be limited by requirements that a claim with respect to the Notes issued under the Indenture that are payable in a foreign or composite currency (or a
foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental
authority to limit, delay or prohibit the making of payments outside the United States, and (C) that no representation or warranty is made with respect to the enforceability of  Section VIII
hereof, and (D) that no representation or warranty is made with respect to the enforceability of the Funding Agreement(s) to
the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure
or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; the Notes have been
duly authorized by the Trust for offer, sale, issuance and delivery pursuant to this Selling Agent Agreement and, when issued, authenticated and delivered in the manner provided for in the Indenture
and delivered against payment of the consideration therefor, will constitute valid and legally binding obligations of the Trust, enforceable against the Trust in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable
principles (regardless of whether enforcement is considered in a proceeding in equity or at law). Subject to the exceptions set forth in the preceding sentence, the Notes, when executed by the Trust
and issued, authenticated and delivered in the manner provided for in the 



11





 




Indenture
and delivered against payment of the consideration therefor, will be entitled to the benefits of the Indenture. 


        (iv)  Absence of Defaults and Conflicts.    The Trust is not in violation of its certificate of trust, if
applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or
other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the "Trust Agreements
and Instruments"), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (A) the execution,
delivery and performance of this Selling Agent Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument
entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by the Prospectus, (B) the performance of the Trust Agreement (all
agreements and instruments referenced in clauses (A) and (B) above are referred to herein as the "Program Documents"), (C) the
consummation of the transactions contemplated in the
Prospectus (including the issuance and sale of the Notes and the use of proceeds therefrom as described in the Prospectus) and (D) the compliance by the Trust with its obligations under the
Program Documents do not and will not constitute a breach, violation or default which (1) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such
holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (2) result in the creation or imposition of any
lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's
certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or
decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations;  provided that no representation or
warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the
Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001,
as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further that
in the case of clause (1) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust
Material Adverse Effect and in the case of clause (2) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations
or defaults that would not result in a Trust Material Adverse Effect. 


         (v)  Absence of Proceedings.    There is no action, suit, proceeding or investigation pending of which the Company
or the Trust has received notice or service of process, or before or brought by any court or governmental agency or body, domestic or foreign or to the knowledge of the Company or Trust threatened,
against or affecting the Trust which is required to be disclosed in the Registration Statement and the Prospectus (other than as stated therein), or which may reasonably be expected to individually or
in the aggregate result in a Trust Material Adverse Effect. 



12







  




        (vi)  No Filings, Regulatory Approvals.    Other than as set forth or contemplated in the Prospectus, no filing
with, or approval, authorization, consent, license, registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for
the issuance and sale of the Notes, by the Trust, except such as have been previously made, obtained or rendered, as applicable and except such consents, approvals, authorizations, registrations or
qualifications as may be required under the 1933 Act and the 1939 Act or under state or foreign securities or Blue Sky laws or any rules or regulations of any securities exchange. 


       (vii)  Investment Company Act.    The Trust is not, and upon the sale of the Notes as herein contemplated and the
application of the net proceeds therefrom as described in the Prospectus will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as
amended (the "1940 Act"). 



      (viii)  Ratings.    The Program under which the Notes are issued, as well as the Notes, as applicable, are rated by
Moody's and by S&P as set forth in Schedule 1 to the Omnibus Instrument, or such other rating as to which the Company shall have most recently notified the Agents pursuant to  Section III(b)(i) hereof. Except as otherwise disclosed to the Agents in writing, to the knowledge of the Company and the Trust, no
Ratings Agency has issued any public announcement or informed the Trust or the Company that such Ratings Agency has under surveillance or review, with possible negative implications, its rating of the
Program or the Notes or any notes issued pursuant to the Registration Statement, as applicable, or the withdrawal of the rating of the Program, the Notes, or any notes issued pursuant to the
Registration Statement, as applicable, by such Ratings Agency. 


        (ix)  Notes Listed on any Stock Exchange.    If specified in the applicable Pricing Supplement, the Notes described
in such Pricing Supplement shall be listed on the securities exchange designated in the Pricing Supplement. 


         (x)  Beneficial Interest.    The beneficial interest of the Trust when issued will be duly authorized and, when
registered in the Securities Register (as defined in the Trust Agreement) in accordance with the provisions of the Trust Agreement, will be a valid and binding obligation of the Trust, enforceable in
accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, conservatorship, receivership or similar laws affecting creditors' rights generally
or by general principles of equity. 


        (xi)  Security Interest.    As required by the Indenture, the Trust pursuant to the Indenture, will create, in favor
of the Indenture Trustee, for the benefit of the holders of Notes a first priority perfected security interest in the Collateral (as defined in the Indenture), under New York law or the law of such
other applicable jurisdiction whose law governs such perfection, non-perfection or priority. 




        (b)   Further Representations and Warranties of the Company.    The Company further represents and warrants to each
Agent as of each Representation Date as follows: 



          (i)  Due Incorporation, Good Standing and Due Qualification of the Company.    The Company is a corporation duly
incorporated and validly existing under the laws of the State of Tennessee with corporate power and authority to own its properties and to conduct its business as described in the Prospectus; the
Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or
be in good standing would not reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the earnings, results of operations or business prospects of
the Company and its subsidiaries considered as one enterprise or on the power or ability of the Company to perform its obligations under the Program 



13





 

Documents
to which the Company is a party or to consummate the transactions to be performed by the Company as contemplated in the Prospectus (a "Company Material Adverse
Effect"); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable;
and none of the outstanding shares of capital stock of the Company were issued in violation of preemptive or other similar rights of any securityholder of the Company. 


         (ii)  Due Incorporation, Good Standing and Due Qualification of Significant Subsidiaries.    West Coast Life
Insurance Company ("West Coast Life") has been duly organized and is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not reasonably be expected
to result in a Company Material Adverse Effect; all of the issued and outstanding shares of capital stock of West Coast Life has been duly authorized and is validly issued, fully paid and
non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any perfected security interest and, to the Company's best knowledge, any other security
interest, mortgages, pledges, claims, liens, or encumbrances. 


        (iii)  Registration Statement and Prospectus; Filing Status.    The Company meets the requirements for use of
Form S-3 under the 1933 Act; the Registration Statement (or any Rule 462(b) Registration Statement) has become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement (or any Rule 462(b) Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are
pending or, to the knowledge of the Company, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with; the Indenture has been
duly qualified under the 1939 Act; at the respective times that the Registration Statement (including any Rule 462(b) Registration Statement) and any post-effective amendment
thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date the Registration
Statement (including any Rule 462(b) Registration Statement) and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act
Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act and did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; each preliminary prospectus and Prospectus filed as part of the
Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933
Act and the 1933 Act Regulations; each preliminary prospectus and the Prospectus delivered to an Agent for use in connection with an offering of Notes will, at the time of such delivery, be identical
in all material respects to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T of the 1933
Act Regulations; and at the date hereof, at the date of the Prospectus and each amendment or supplement thereto and at each Representation Date, neither the Prospectus nor any amendment or supplement
thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply
to (A) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the
applicable Agents expressly for use in the Registration Statement or the Prospectus or (B) that part of the 



14





 




Registration
Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Trustee and the Indenture Trustee. 


        (iv)  Incorporated Documents.    The documents incorporated or deemed to be incorporated by reference in the
Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations. 


         (v)  Independent Accountants.    The accountants who certified the financial statements and any supporting schedules
thereto included in the Registration Statement and the Prospectus are independent public accountants as required by the 1933 Act and the 1933 Act Regulations. 


        (vi)  Company Financial Statements.    The consolidated financial statements of the Company included in the
Registration Statement and the Prospectus, together with the related schedules and notes, present fairly
the consolidated financial position of the Company and its subsidiaries, at the dates indicated and the consolidated statement of income, stockholders' equity and cash flows of the Company and its
subsidiaries, for the periods specified; such financial statements have been prepared in conformity with United States generally accepted accounting principles
("GAAP") applied on a consistent basis throughout the periods involved; the supporting schedules of the Company, if any, included in the Registration
Statement and the Prospectus present fairly in accordance with GAAP the information required to be stated therein; the selected financial data and the summary financial information of the Company
included in the Registration Statement and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the
Company included in the Registration Statement and the Prospectus. 


       (vii)  Descriptions of the Program Documents.    The statements relating to the Program Documents (as defined
herein) contained in the Prospectus conform and will conform in all material respects to Program Documents and the Program Documents are substantially in the form filed or incorporated by reference,
as the case may be, as exhibits to the Registration Statement. 


      (viii)  Authorization of this Selling Agent Agreement and each Funding Agreement.    This Selling Agent Agreement
has been and each Funding Agreement when issued will be duly authorized, executed and delivered by the Company and, assuming that each party to this Agreement and each Funding Agreement, other than
the Company, has duly authorized executed and delivered such agreement, then this Selling Agent Agreement and each Funding Agreement will be a valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms, except (A) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), (B) that no
representation or warranty is made with respect to the enforceability of Section VIII hereof and (C) that no representation or warranty is
made with respect to the enforceability of the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement(s) renders such funds, or any
property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money
laundering, terrorist financing or other illegal activities. 


        (ix)  Absence of Defaults and Conflicts.    Neither the Company nor West Coast Life is in violation of the
provisions of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed
of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or West Coast Life is a party or by which they may be bound or to which any of the property or
assets of the Company or West Coast Life is subject (collectively, "Company  



15





 




 Agreements and Instruments"), except for such defaults that would not result in a Company Material Adverse Effect; the execution, delivery and performance of this Selling Agent
Agreement, each Funding Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated in the
Prospectus, the consummation of the transactions contemplated in the Prospectus (including the issuance and sale of the Notes and the use of the proceeds therefrom as described in the Prospectus) and
the compliance by the Company with its obligations thereunder do not and will not constitute a breach, violation or default which (A) gives the holder of any note, debenture or other evidence
of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or West Coast Life
under, or (B) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Company or West Coast Life pursuant to, any Company
Agreements and Instruments, nor will such action result in any violation of the provisions of the charter, articles or by-laws of the Company or West Coast Life or any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or West Coast Life or any
of their assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent
that the source of the funds used by the Trust to purchase such Funding Agreement(s) renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or
other penalty under the USA Patriot Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities;  provided that in the
case of clause (A) of this paragraph (ix), this representation and warranty shall not extend to such repurchase,
redemption or repayment that would not result in a Company Material Adverse Effect and in the case of clause (B) of this paragraph (ix), this representation and warranty shall not extend
to such lien, charges or encumbrances or any violations or defaults that would not result in a Company Material Adverse Effect. 


         (x)  Absence of Proceedings.    There is no action, suit, proceeding or investigation pending of which the Company
has received notice or service of process, or before or brought by any court or governmental agency or body, domestic or foreign, or to the knowledge of the Company threatened, against the Company
which is required to be disclosed in the Registration Statement and the Prospectus (other than as stated therein), or which would individually or in the aggregate result in a Company Material Adverse
Effect. 


        (xi)  Possession of Licenses and Permits.    Each of the Company and West Coast Life is duly organized and licensed
as an insurance company in its state of incorporation and is duly licensed or authorized as an insurer in each other jurisdiction where it is required to be so licensed or authorized, with corporate
power to conduct its business as described in the Prospectus (except for any such jurisdiction in which the failure to be so licensed or authorized would not reasonably be expected to have a Company
Material Adverse Effect); and except as otherwise specifically described in the Prospectus, neither the
Company nor West Coast Life has received any notification from any federal, state, local or foreign regulatory authority to the effect that any additional authorization, approval, order, consent,
license, certificate, permit, registration or qualification from such federal, state, local or foreign regulatory authority is needed to be obtained by either the Company or West Coast Life in any
case where it would be reasonably expected that the failure to obtain any such additional authorization, approval, order, consent, license, certificate, permit, registration or qualification would
have a Company Material Adverse Effect. 


       (xii)  No Filings, Regulatory Approvals.    Other than as set forth or contemplated in the Prospectus, no filing
with, or approval, authorization, consent, license, registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is 



16





 




necessary
or required for the issuance and sale of the Funding Agreements by the Company, except such as have been previously made, obtained or rendered, as applicable and except such consents,
approvals, authorizations, registrations or qualifications as may be required under the 1933 Act and the 1939 Act or under state or foreign securities or Blue Sky laws or any rules or regulations of
any securities exchange. 


      (xiii)  Investment Company Act.    The Company is not, and upon the issuance and sale of the Notes as herein
contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be required to register as an "investment company" within the meaning of the 1940 Act. 


      (xiv)  Ratings.    The Company's financial strength is rated by Moody's and S&P as set forth in Schedule 1 to
the Omnibus Instrument, or such other rating as to which the Company shall have most recently notified the Agents pursuant to Section III(b)(i)
hereof. Except as otherwise disclosed to the Agents in writing, to the Company's knowledge, no Ratings Agency has issued any public announcement or informed the Company that such Ratings Agency has
under surveillance or review, with possible negative implications, its rating of the financial strength of the Company, or the withdrawal of the financial strength rating of the Company. 


       (xv)  Absence of Default Under Each Funding Agreement.    To the Company's knowledge there exists no event or
circumstance which does or may (with the passing of time, the giving of notice, the making of any determination, or any combination thereof) be reasonably expected to constitute an event of default
under any outstanding funding agreement issued in connection with the Registration Statement. 




        (c)   Additional Certifications.    Any certificate signed by the Administrator or any officer of the Trustee or the
Company and delivered to the Purchasing Agent or to counsel for the Purchasing Agent in connection with an offering of Notes or the sale of Notes to the Purchasing Agent as principal shall be deemed a
representation and warranty by the Trust and the Company to the Agents as to the matters covered thereby on the date of such certificate. 


 
 

VII.    
    


        (a)   Subsequent Delivery of Negative Assurances.    In the event that: 



          (i)  the
Registration Statement or Prospectus has been amended or supplemented (other than (1) by an amendment or supplement providing solely for the determination of
the variable terms of the notes issued pursuant to the Registration Statement or (2) the Company has filed any report under Section 13 or 15(d) of the 1934 Act) (each, a
"Registration Statement Amendment"), 


         (ii)  the
Company has filed, pursuant to the 1934 Act, its quarterly report on Form 10-Q or annual report on Form 10-K, as the case may
be (each, a "Company Periodic Report"), or 


        (iii)  the
Company, the Trust and the applicable Agents so agree (each, a "Take Down Request"), 



17







  





then the Company shall furnish or cause to be furnished to the Agents and any other agent that has entered into a selling agent agreement in connection with the Retail Program (collectively the
"Retail Agents") and to counsel to the Agents, promptly upon such Registration Statement Amendment, Company Periodic Report or Take Down Request, as the
case may be, the negative assurance of Company Approved Counsel and the negative assurance of Sidley Austin Brown & Wood LLP, legal counsel to the Agents, dated the date of filing or
effectiveness of such Registration Statement Amendment, as applicable, the date of the Company Periodic Report or the date agreed to in such Take Down Request, as the case may be, in form and
substance satisfactory to the Purchasing Agent, of substantially the same tenor as the letters referred to in Section II(b)(2) and  Section II(b)(1) hereof, respectively, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such letter or, in lieu of such letter, counsel last furnishing such negative assurance to any Retail Agent shall furnish the Retail Agents with a letter
substantially to the effect that the Retail Agents may rely on such last negative assurance to the same extent as though it was dated the date of such letter authorizing reliance (except that
statements in such last negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing
reliance). 



	(b)
	Subsequent Delivery of Comfort Letters. In the event of a:



	(i)
	Registration
Statement Amendment,



	(ii)
	Company
Periodic Report, or



	(iii)
	Take
Down Request, 







then
the Company shall cause the Accountants forthwith to furnish to the Retail Agents promptly upon such Registration Statement Amendment or Company Periodic Report or Take Down Request, a letter,
dated the date of filing or effectiveness of such Registration Statement Amendment, as applicable, or the date of the Company Periodic Report or the date agreed to in such Take Down Request, as the
case may be, in form reasonably satisfactory to the Purchasing Agent, of substantially the same tenor as
the letter referred to in Section II(e) hereof but modified to relate to the Registration Statement and Prospectus as amended and supplemented to
the date of such letter; provided however, that if the Registration Statement or Prospectus is amended or supplemented solely to include unaudited
financial information as of and for a fiscal quarter, the accountants to the Company may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement. 


 
 

VIII.    
    


        (a)   Indemnification of the Agents.    The Company and Trust agree to jointly and severally indemnify and hold
harmless each Agent and each person, if any, who controls such Agent within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense whatsoever,
as incurred, arising out of an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of an untrue statement or alleged untrue statement of a material
fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity does not apply
to (i) any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company or Trust by the Agents expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto), (ii) any loss, liability, claim, damage or expense arising out of any statements in or omissions from that part of the 


18





 

Registration
Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Indenture Trustee or (iii) with respect to any
preliminary prospectus to the extent that any such loss, claim, expense, damage or liability of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be
established by the Company and the Trust that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (as amended or supplemented) in any case where
such delivery is required by the 1933 Act, if such Agent failed to make reasonable efforts generally consistent with the then prevailing industry practice to effect such delivery and the Company and
the Trust has previously furnished copies thereof in sufficient quantities to such Agent and the loss, claim, expense, damage or liability of such Agent results from an untrue statement or omission of
a material fact contained in the preliminary prospectus that was corrected in the Prospectus. 


        (b)   Indemnification of the Company and the Trust.    Each Agent agrees, severally but not jointly, to indemnify and
hold harmless the Company, the Trust, their directors, officers and trustees (if applicable) who signed the Registration Statement and each person, if any, who controls the Company or Trust within the
meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in  Section VIII(a) hereof, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or omissions, made in
the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company or the Trust by such Agent expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto). 


        (c)   Actions Against Parties; Notification.    Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section VIII(a) hereof, counsel to the indemnified
parties shall be selected by the applicable Agents and, in the case of parties indemnified pursuant to Section VIII(b) hereof, counsel to the
indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party, which consent shall not be unreasonably withheld) also be counsel
to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. 



        No
indemnifying party shall, without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry
of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section VIII hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) is for monetary damages only, (ii) includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (iii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party. 


        (d)   Settlement Without Consent if Failure to Reimburse.    If at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of any claim, suit, 


19






 



litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, arising out of the events or occurrences described in  Section VIII(a) (if the Company and Trust are
the indemnifying parties) or Section VIII(b)
(if an Agent is an indemnifying party), and such settlement is effected without the indemnifying party's written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such
settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel,
an indemnifying party shall not be liable for any settlement of the nature contemplated by this Section VIII(d) effected without its consent if
such indemnifying party (i) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to
the indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. 



        (e)   Contribution.    If the indemnification provided for in  Section VIII hereof is for any reason unavailable to or insufficient to hold harmless
an indemnified party in respect of any losses, liabilities,
claims, damages or expenses referred to therein (other than as provided therein), then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and
expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Trust, on one hand, and the
applicable Agents, on the other hand, from the offering of the Notes, as the case may be, that were the subject of the claim for indemnification or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the Company and Trust, on one hand, and the applicable Agents, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations. 


        The
relative benefits received by the Company and the Trust, on the one hand, and the applicable Agents, on the other hand, in connection with the offering of the Notes, as the case may
be, that were the subject of the claim for indemnification shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Notes (before deducting
expenses) received by the Trust and the total discount or commission received by the applicable Agents, as the case may be, bears to the aggregate initial offering price of such Notes. 


        The
relative fault of the Company and the Trust, on one hand, and the applicable Agents, on the other hand, shall be determined by reference to, among other things, whether any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Trust, on one hand, or by the applicable
Agents, on the
other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 



        The
parties agree that it would not be just and equitable if contribution pursuant to this Section VIII(e) were determined by pro
rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in
this Section VIII(e). The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to
above in this Section VIII(e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
applicable untrue or alleged untrue statement or omission or alleged omission. 


20





 



        Notwithstanding
the provisions of this Section VIII(e), (i) no Agent shall be required to contribute any amount in excess of
the amount by which the total price, at which the Notes underwritten by such Agent and distributed to the public, were offered to the public exceeds the amount of any damages which such Agent has
otherwise been required to pay by reason of any applicable untrue or alleged untrue statement or omission or alleged omission and (ii) no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. In addition, in connection with an
offering of Notes purchased from the Trust by two or more Agents as principal, the respective obligations of such Agents to contribute pursuant to this  Section VIII(e) are several, and not joint,
in proportion to the aggregate principal amount of Notes that each such Agent has agreed to purchase
from the Trust. 


        For
purposes of this Section VIII(e), each person, if any, who controls a Agent within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as such Agent, and each director, officer and trustee (if applicable) of the Company or Trust, as applicable, and each person, if any, who controls the
Company or Trust within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as the Company or Trust, as applicable. 


 
 

IX.    
    


        Termination.    The Company and the Trust may elect to suspend or terminate the offering of Notes under
this Agreement at any time; the Company and the Trust also (as to any one or more of the Agents) or any Agent (as to itself) may terminate the appointment and arrangements described in this Agreement.
Upon receipt of instructions from the Company and the Trust, the Purchasing Agent shall suspend or terminate the participation of any Selected Dealer under the Master Selected Dealer Agreement
attached hereto as Exhibit S. Such actions may be taken, in the case of the Company and the Trust, by
giving prompt written notice of suspension to all of the Agents and by giving not less than 30 days' written notice of termination to the affected party and the other parties to this Agreement,
or in the case of an Agent, by giving not less than 30 days' written notice of termination to the Company and the Trust and except that, if at the time of termination an offer for the purchase
of Notes shall have been accepted by the Trust but the time of delivery to the purchaser or his agent of the Note or Notes relating thereto shall not yet have occurred, the Company and the Trust shall
have the obligations provided herein with respect to such Note or Notes. The Company and the Trust shall promptly notify the other parties in writing of any such termination. 



        The
Purchasing Agent may, and, upon the request of an Agent with respect to any Notes being purchased by such Agent shall, terminate this Selling Agent Agreement by the Purchasing Agent
to purchase such Notes, immediately upon written notice to the Company and the Trust at any time prior to the Settlement Date relating thereto, (i) if there has been, since the time of such
agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Company and its subsidiaries considered as one enterprise, or of the Trust, whether or not arising in the ordinary course of business, or (ii) if there has occurred
any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of existing hostilities or other calamity or crisis or any similar change or
similar development or event (including without limitation, an act of terrorism) involving a prospective change in national or international political, financial or economic conditions, in each case
the effect of which is such as to make it, in the reasonable judgment of the applicable Agents after consultation with the Company, impracticable to market such Notes or enforce contracts for the sale
of such Notes, (iii) trading in any securities of Protective Life Corporation, a publicly owned holding company incorporated under the laws of the State of Delaware (the
"Corporation"), the Company, or Trust has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally
on the New York Stock 


21





 



Exchange
or the American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. (the
"NASD") or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services
in the United States, (iv) a banking moratorium has been declared by either Federal or New York authorities or (v) the rating assigned by any Ratings Agency to the Program, any notes
issued pursuant to the Registration Statement, or any debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company as of the date of
such agreement shall have been lowered or withdrawn since that date or if any Ratings Agency shall have publicly announced that it has under surveillance or review its rating of the Program, any notes
issued pursuant to the Registration Statement or any such debt securities (including the Notes) of the Trust or any securities or the financial strength of the Corporation or Company;  provided, however,
that such agreement may not be terminated by an Agent if such Agent knew about any such action or announcement by any Ratings Agency
prior to the date and time of the execution of this Selling Agent Agreement by such Agent to purchase Notes from the Trust. 


        If
this Selling Agent Agreement is terminated, Section VIII and Section XII
hereof shall survive and shall remain in effect; provided that if at the time of termination of this Agreement an offer to purchase Notes has been
accepted by the Trust but the time of delivery to the Purchasing Agent of such Notes
has not occurred, the provisions of all of Section III, Section IV and  Section V shall also
survive until time of delivery. 



        In
the event a proposed offering is not completed according to the terms of this Selling Agent Agreement, an Agent will be reimbursed by the Company and the Trust only for
out-of-pocket accountable expenses actually incurred. 


 
 

X.    
    


        Notices.    Except as otherwise specifically provided herein, all statements, requests, notices and
advices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and if to an Agent shall be sufficient in all respects if delivered in person or sent by telex, facsimile
transmission (confirmed in writing), or registered mail to such Agent at its address, telex or facsimile number set forth on Schedule 1 to the Omnibus Instrument and if to the Company or the
Trust shall be sufficient in all respects if delivered or sent by telex, facsimile transmission (confirmed in writing) or registered mail to the Company or the Trust at the applicable address
specified below. All such notices shall be effective on receipt. 


        If
to the Company: 




Protective
Life Insurance Company

111 North First St. Suite 209

Burbank, CA 91502

Attention: Judy Wilson

Telecopy: (818) 729-1800 





        If
to the Trust: 




Protective
Life Secured Trust (followed by the number of the Trust

designated in this Distribution Agreement)

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration

Telecopy: (302) 636-4140 




22





 





or
at such other address as such party may designate from time to time by notice duly given in accordance with the terms of this Section. 


 
 

XI.    
    


        Parties.    This Selling Agent Agreement shall be binding upon the Agents, the Trust and the Company,
and inure solely to the benefit of the Agents, the Trust and the Company and any other person expressly entitled to indemnification hereunder and the respective personal representatives, successors
and assigns of each, and no other person shall acquire or have any rights under or by virtue of this Selling Agent Agreement. 


 
 

XII.    
    


        GOVERNING LAW; FORUM. THIS SELLING AGENT AGREEMENT AND ALL THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 


 
 

XIII.    
    


        Signatories.    If this Selling Agent Agreement is executed by or on behalf of any party, such person
hereby states that at the time of the execution of this Selling Agent Agreement he has no notice of revocation of the power of attorney by which he has executed this Selling Agent Agreement as such
attorney. 


        Payment of Expenses.    The Company will pay the following expenses incident to the performance of its obligations and those of
the Trust under this Selling Agent Agreement, including: (i) the preparation, filing, printing and delivery of the Registration Statement as originally filed and all amendments thereto and any
preliminary prospectus, the Prospectus and any amendments or supplements thereto; (ii) the preparation, printing and delivery of the Program Documents; (iii) the preparation, issuance
and delivery of the Notes, including any fees and expenses relating to the eligibility and issuance of Notes in book-entry form and the cost of obtaining CUSIP or other identification
numbers for
the Notes; (iv) the fees and disbursements of the Company's and Trust's accountants, counsel and other advisors or agents (including any calculation agent or exchange rate agent) and of the
Trustee, Administrator and Indenture Trustee and their counsel; (v) the reasonable fees and disbursements of counsel to the Agents incurred in connection with the establishment and maintenance
of the Program and incurred from time to time in connection with the transactions contemplated hereby; (vi) the fees charged by the nationally recognized statistical rating organizations for
the rating of the Program and the Notes; (vii) the fees and expenses incurred in connection with any listing of Notes on a securities exchange; (viii) the filing fees incident to, and
the reasonable fees and disbursements of counsel to the Agents in connection with, the review, if any, by the NASD; and (ix) any advertising and other out-of-pocket
expenses of the Agents incurred with the prior written approval of the Company and Trust. 


        Counterparts.    This Selling Agent Agreement 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. 


        Amendments.    This Selling Agent Agreement may be amended or supplemented if, but only if, such amendment or supplement is in
writing and is signed by the Company, the Trust, and the Agents. 


23






  



 
 

Index of Exhibits to Standard Selling Agent Agreement Terms    
    



	Exhibits
	 	 
	 	 

	Exhibit A	 	—	 	Form of Opinion of Counsel for the Company
	Exhibit B	 	—	 	Form of Opinion of Counsel for the Trust
	Exhibit C	 	—	 	Form of Opinion of Counsel for the Trustee
	Exhibit D	 	—	 	Form of Opinion of Counsel for the Administrator
	Exhibit E	 	—	 	Form of Opinion of Counsel for the Trust Concerning Delaware Security Interest Matters
	Exhibit F	 	—	 	Form of Opinion of Debevoise & Plimpton, Counsel for the Company, Concerning Certain Tax Matters
	Exhibit G	 	—	 	Form of Opinion of Counsel for the Company, Concerning Certain Insurance Insolvency Matters
	Exhibit H	 	—	 	Form of Opinion of White & Case, Counsel for the Company, Concerning Certain Insurance Regulatory Matters
	Exhibit I	 	—	 	Form of Opinion of Sidley Austin Brown & Wood LLP, Counsel for the Agents Concerning Certain Federal Securities Law Matters
	Exhibit J	 	—	 	Form of Opinion of Sidley Austin Brown & Wood LLP, Counsel for the Agents Concerning Certain New York Security Interest Matters
	Exhibit K	 	—	 	Form of Opinion of Counsel for the Company Concerning Certain New York Law Matters
	Exhibit L	 	—	 	Form of Opinion of Delaware Counsel for the Trust Concerning Certain Delaware Law Matters
	Exhibit M	 	—	 	Form of Negative Assurance of Sidley Austin Brown & Wood LLP, Counsel to the Agents
	Exhibit N	 	—	 	Form of Negative Assurance of Counsel for the Company
	Exhibit O	 	—	 	Form of Comfort Letter of PricewaterhouseCoopers LLP, Accountants to the Company
	Exhibit P	 	—	 	Form of Pricing Supplement
	Exhibit Q	 	—	 	Schedule of Agent Concessions
	Exhibit R	 	—	 	Administrative Procedures
	Exhibit S	 	—	 	Form of Master Selected Dealer Agreement




24







 
 

EXHIBIT G    
    


 
 

STANDARD DISTRIBUTION AGREEMENT TERMS    
    


Not
applicable. 






  



 
 

SCHEDULE 1    
    


 
 

Selling Agent Agreement Specifications    
    


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


Sch. 1-1






  



 
 

ANNEX A
  Pricing Supplement    
    



	Pricing Supplement No. 5 Dated: January 20, 2004

(To Prospectus Dated December 15, 2003, and

Prospectus Supplement dated December 30, 2003)

This Pricing Supplement consists of 3 pages.	 	Filed pursuant to Rule 424(b)(2)

File No. 333-100944




Protective
Life Insurance Company

Depositor

InterNotes®

Issued Through

Protective Life Secured Trust 2004-5 


	1.
	The Notes



Trade
Date: 01/20/2004

Original Issue Date: 01/23/2004

Minimum Denominations/Increments: $1000/$1000 



	CUSIP
 
	 	PRINCIPAL

AMOUNT
	 	PRICE TO

PUBLIC
	 	CONCESSION
	 	NET PROCEEDS TO

THE TRUST
	 	INTEREST RATE

	74367CAE5	 	$	4,653,000	 	100%	 	$	93,060.00	 	$	4,559,940.00	 	5.350%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	INTEREST PAYMENT

FREQUENCY
	 	STATED MATURITY

DATE
	 	SURVIVOR'S

OPTION
	 	REDEMPTION YES/NO
	 	REPAYMENT YES/NO

	SEMI-ANNUAL	 	01/15/2019	 	YES	 	YES	 	NO
	 	 	 	 	 	 	 	 	 





	SECURITIES EXCHANGE LISTING

YES/NO
	 	FUNDING AGREEMENT NO.

	NO	 	GA-6004





Terms
of Survivor's Option: 



	 	Annual Put Limitation:	 	[X] $2,000,000 or 2%; or

[    ]
$                        or            %
	 	Individual Put Limitation:	 	[X] $250,000; or

[    ] $                  
	 	Trust Put Limitation:	 	Not Applicable.





Optional
Redemption Terms: 



	 	Optional Redemption Dates: 01/15/2007 and each Interest Payment Date thereafter.
	

 	

Initial Redemption Percentage: 100%
	

 	

Annual Percentage Reduction (if any): Not Applicable.
	

 	

Redemption:	
 	

[    ] In whole only and not in part

[X] May be in whole or in part




1





 

Optional
Repayment Terms: Not Applicable. 



	 	Optional Repayment Dates:
	

 	

Optional Repayment:	
 	

[    ] In whole only and not in part

[    ] May be in whole or in part





Form
of trust: [X] Delaware statutory trust [    ] Delaware common law trust 


Trust
Expiration Date: 01/15/2019 


Special
Tax Considerations: Not Applicable. 


Rating
of Notes: S&P AA        Moody's Aa3 


Securities
Exchange Listing: [X] No [    ] Yes, Name of Exchange:            



Additional
Terms: Not Applicable. 



 Agents  


Banc
of America Securities LLC

Incapital LLC

A.G. Edwards & Sons, Inc.

Bear, Stearns & Co. Inc.

Charles Schwab & Co., Inc.

Citigroup

Edward D. Jones & Co., L.P.

Fidelity Capital Markets, A Division of National Financial Services LLC

Merrill Lynch & Co.

Morgan Stanley

Prudential Securities

Raymond James

RBC Dain Rauscher, Inc.

UBS Financial Services, Inc.

Wachovia Securities 



	2.
	The Funding Agreement



Funding
Agreement Issuer: Protective Life Insurance Company 


Deposit
Amount: $4,653,015 


Issue
Price: $4,559,955 


Effective
Date: 01/23/2004 


Interest
Rate: 5.350% 


Interest
Payment Frequency: SEMI-ANNUAL 


Stated
Maturity Date: 01/15/2019 



Survivor's
Option: [X] Yes [    ] No 


2





 



If
yes: 



	Annual Put Limitation:	 	[X] $2,000,000 or 2%; or

[    ]
$                        or            %
	Individual Put Limitation:	 	[X] $250,000; or

[    ] $                  
	Trust Put Limitation:	 	Not Applicable.






Redemption:
[X] Yes [    ] No 



	 	Early Redemption Dates: 01/15/2007 and each Interest Payment Date thereafter.
	

 	

Initial Redemption Percentage: 100%
	

 	

Annual Percentage Reduction (if any): Not Applicable.
	

 	

Redemption:	
 	

[    ] In whole only and not in part

[X] May be in whole or in part





Repayment:
[    ] Yes [X] No 



	 	Repayment Dates:
	

 	

Repayment:	
 	

[    ] In whole only and not in part

[    ] May be in whole or in part





Rating
of Funding Agreement: S&P AA        Moody's Aa3 


Additional
Terms: Not Applicable. 


3











QuickLinks



EXHIBIT 4.2


OMNIBUS INSTRUMENT


SECTION A Trust Agreement

W I T N E S S E T H

ARTICLE 1

ARTICLE 2

W I T N E S S E T H

ARTICLE 1

ARTICLE 2


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

W I T N E S S E T H

ARTICLE 1

ARTICLE 2

SECTION C Expense and Indemnity Agreement

EXPENSE AND INDEMNITY AGREEMENT

ARTICLE 1

ARTICLE 2

SECTION D License Agreement

W I T N E S S E T H

ARTICLE 1

ARTICLE 2

SECTION E Indenture

W I T N E S S E T H

ARTICLE 1

ARTICLE 2

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

ARTICLE 1

ARTICLE 2

ARTICLE 3


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

ARTICLE 1

ARTICLE 2

ARTICLE 3

SECTION H COORDINATION AGREEMENT

W I T N E S S E T H

ARTICLE 1

ARTICLE 2

ARTICLE 3

ARTICLE 4



SECTION I Miscellaneous and Execution Pages


TABLE OF CONTENTS


W I T N E S S E T H

ARTICLE 1 Definitions

ARTICLE 2 Creation of Trust

ARTICLE 3 Payment Accounts

ARTICLE 4 Trust Securities

ARTICLE 5 Representations and Warranties



ARTICLE 6 Delaware Trustee

ARTICLE 7 Dissolution, Liquidation and Termination


ARTICLE 8 Successor and Additional Delaware Trustees

ARTICLE 9 Voting; Acts of Securityholders; Meetings

ARTICLE 10 Miscellaneous Provisions




EXHIBIT B



TABLE OF CONTENTS


W I T N E S S E T H



EXHIBIT C


STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS with respect to The Service Providers and the Protective Life Secured Trusts Dated as of November 7, 2003




ANNEX A TO STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS

ANNEX B TO STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS

ANNEX C TO STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS

ANNEX D TO STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS


Annual Statement of Compliance


ANNEX E TO STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS

EXHIBIT A TO STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS

EXHIBIT B TO STANDARD EXPENSE AND INDEMNITY AGREEMENT TERMS




EXHIBIT D


STANDARD LICENSE AGREEMENT TERMS

W I T N E S S E T H

APPENDIX A TO STANDARD LICENSE AGREEMENT TERMS LICENSED MARKS




EXHIBIT F


STANDARD SELLING AGENT AGREEMENT TERMS PROTECTIVE LIFE INSURANCE COMPANY $3,000,000,000 SECURED INTERNOTES® PROGRAM Dated as of November 7, 2003

I.

II.


III.

IV.

V.

VI.


VII.


VIII.

IX.

X.

XI.

XII.

XIII.


Index of Exhibits to Standard Selling Agent Agreement Terms




EXHIBIT G


STANDARD DISTRIBUTION AGREEMENT TERMS


SCHEDULE 1

Selling Agent Agreement Specifications



ANNEX A Pricing Supplement