EXHIBIT 4.4

                           PROTECTIVE LIFE CORPORATION

                                       to

                        THE BANK OF NEW YORK, as Trustee

                          SUPPLEMENTAL INDENTURE NO. 6

                           Dated as of March 20, 2000

                       8.00% Senior Notes Due July 1, 2010

                                  ($50,000,000)

                      8.10% Senior Notes Due August 1, 2015

                                  ($40,000,000)

                     8.25% Senior Notes Due October 1, 2030

                                  ($35,000,000)


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                           PROTECTIVE LIFE CORPORATION

                          SUPPLEMENTAL INDENTURE NO. 6

                                   $50,000,000

                       8.00% Senior Notes Due July 1, 2010

                                   $40,000,000

                      8.10% Senior Notes Due August 1, 2015

                                   $35,000,000

                     8.25% Senior Notes Due October 1, 2030

SUPPLEMENTAL  INDENTURE NO. 6, dated as of March 20, 2000,  from PROTECTIVE LIFE
CORPORATION,  a Delaware corporation (the "Company"), to THE BANK OF NEW YORK, a
New York banking corporation, as trustee (the "Trustee").

         The Company has  heretofore  executed  and  delivered  to the Trustee a
Senior Indenture, dated as of June 1, 1994 (the "Indenture"),  providing for the
issuance from time to time of series of the Company's Securities.

         Section 3.1 of the Indenture  provides for various matters with respect
to any series of Securities  issued under the Indenture to be  established in an
indenture supplemental to the Indenture.

         Section  8.1(7)  of the  Indenture  provides  for the  Company  and the
Trustee to enter into an indenture  supplemental  to the  Indenture to establish
the form or terms of  Securities  of any series as provided by Sections  2.1 and
3.1 of the Indenture.

         For and in consideration of the premises and the issuance of the series
of  Securities  provided  for herein,  it is mutually  covenanted  and agreed as
follows for the equal and ratable  benefit of the Holders of the  Securities  of
such series:

                                    ARTICLE I

                       RELATION TO INDENTURE; DEFINITIONS

Section 1.1.  This Supplemental Indenture No. 6 constitutes an integral part
of the Indenture.

Section 1.2.  For all purposes of this Supplemental Indenture No. 6:

         (1)  Capitalized terms used herein without definition shall have the
              meanings specified in the Indenture;

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         (2)  All references herein to Articles and Sections, unless otherwise
              specified, refer to the corresponding Articles and Sections
              of this Supplemental Indenture No. 6; and

         (3)  The terms "herein", "hereof", "hereunder" and other words of
              similar import refer to this Supplemental Indenture No. 6.

                                   ARTICLE II

                           THE SERIES OF SENIOR NOTES

         Section 2.1.      8.00% SENIOR NOTES DUE JULY 1, 2010.

         Section 2.1.1.    TITLE OF THE SECURITIES.  There shall be a series of
Securities designated the 8.00% Senior Notes due July 1, 2010 (the "Series A
Notes").

         Section 2.1.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES
A NOTES.  The aggregate  principal amount of the Series A Notes shall be limited
to   $50,000,000.   Each   Series  A  Note  shall  be  dated  the  date  of  its
authentication.

         Section 2.1.3.  PRINCIPAL  PAYMENT DATES. The principal on the Series A
Notes Outstanding  (together with any accrued and unpaid interest thereon) shall
be payable in a single installment on July 1, 2010.

         Section  2.1.4.  INTEREST AND INTEREST  RATES.  The rate of interest on
each  Series A Note shall be 8.00% per annum,  accruing  from March 23,  2000 or
from the most recent  Interest  Payment Date to which  interest on such Series A
Note has been paid or duly  provided  for.  Interest  shall be  payable  on each
Series  A Note  semi-annually  on  January  1 and July 1 of each  year  (each an
"Interest Payment Date"), commencing on July 1, 2000. The interest so payable on
any Series A Note which is punctually  paid or duly provided for on any Interest
Payment  Date shall be paid to the  Person in whose  name such  Series A Note is
registered  at the close of  business  on December 15 or June 15 as the case may
be,  preceding  such  January 1 or July 1 (each a "Regular  Record  Date").  The
interest  so  payable on a Series A Note  which is not  punctually  paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable to
the  Person  in whose  name such  Series A Note is  registered  on the  relevant
Regular Record Date, and such defaulted interest shall instead be payable to the
Person in whose name such Series A Note is registered on the Special Record Date
or other specified Date determined in accordance with the Indenture.

         Section 2.1.5. PLACE OF PAYMENT.  The Place of Payment where the Series
A Notes may be presented or  surrendered  for payment,  where the Series A Notes
may be surrendered  for  registration  of transfer or exchange and where notices
and  demands  to and upon the  Company  in respect of the Series A Notes and the
Indenture  may be served shall be in the Borough of  Manhattan,  The City of New
York,  New York,  and the office or agency  maintained  by the  Company for such
purpose shall initially be the Corporate Trust Office of the Trustee.

         Section 2.1.6.    REDEMPTION AT THE OPTION OF THE COMPANY.

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         (a) Redemption Right at Company's Option.  The Company has the right to
         redeem the Series A Notes at its sole option,  in whole or in part,  at
         any  time  and  from  time to time on or  after  April  1,  2003,  at a
         redemption  price equal to one hundred  percent (100%) of the aggregate
         principal amount of the Series A Notes  Outstanding and to be redeemed,
         together with accrued but unpaid interest on the principal amount to be
         redeemed to the  redemption  date,  subject to the terms and conditions
         set forth in this Section 2.1.6.  The election of the Company to redeem
         any Series A Notes shall be evidenced by a Board Resolution.

         (b) Notice to Trustee.  If the Company  wishes to redeem Series A Notes
         pursuant to the terms hereof and of the Series A Notes, it shall notify
         the Trustee of the redemption date and the principal amount of Series A
         Notes to be redeemed. The Company shall give the notice provided for in
         this  Section  not  less  than 45 nor  more  than 60 days  prior to the
         redemption date.

         (c)  Selection of Series A Notes to be  Redeemed.  If less than all the
         Series A Notes are to be redeemed,  the Trustee shall select the Series
         A Notes to be redeemed by lot or by any other method the Trustee  shall
         deem fair and reasonable. The Trustee shall make the selection not more
         than 60 days  before  the  redemption  date  from  Series A Notes  then
         outstanding  that have not been previously  called for redemption.  The
         Trustee  shall  promptly  notify the Company in writing of the Series A
         Notes  selected  for  redemption  and, in the case of any Series A Note
         selected  for partial  purchase or  redemption,  the  principal  amount
         thereof  to be  purchased  or  redeemed.  The  Trustee  may  select for
         redemption  portions  of the  principal  of  Series A Notes  that  have
         denominations larger than $1,000. Series A Notes and portions of Series
         A Notes  that the  Trustee  selects  shall be in  amounts  of $1,000 or
         integral  multiples of $1,000.  Provisions of this Indenture that apply
         to Series A Notes  called  for  redemption  also apply to  portions  of
         Series A Notes called for redemption.

         (d)  Notice of  Redemption.  At least 30 days but not more than 60 days
         before a redemption date, the Company shall mail or cause to be mailed,
         by first class mail, a notice of redemption to each Holder whose Series
         A Notes are to be redeemed at its registered address.

                  The notice  shall  identify  the Series A Notes to be redeemed
and shall state:

                           (i)      the redemption date;

                           (ii)     the redemption price;

                           (iii) if any Series A Note is being redeemed in part,
         the  portion  of the  principal  amount  of  such  Series  A Note to be
         redeemed;

                           (iv)     the name and address of the Paying Agent;

                           (v)      that the Series A Notes called for
         redemption must be surrendered to the Paying Agent to collect the
         redemption price;

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                           (vi) that, unless the Company defaults in making such
         redemption  payment,  interest on Series A Notes called for  redemption
         ceases to accrue on and after the redemption date; and

                           (vii)  that  no  representation  is  made  as to  the
         correctness  or accuracy of the CUSIP  number,  if any,  listed in such
         notice or printed on the Series A Notes.

                  At the Company's request, the Trustee shall give the notice of
         redemption in the Company's name and at its expense; provided, however,
         that the Company shall have delivered to the Trustee,  at least 45 days
         prior to the redemption date, an Officers' Certificate  requesting that
         the Trustee give such notice and setting  forth the  information  to be
         stated in such  notice as provided in the  preceding  paragraph  (which
         request  may be revoked by so  notifying  the  Trustee in writing on or
         before the Business Day  immediately  preceding the date  requested for
         the mailing of such notice).

         (e) Effect of Notice of Redemption. Once notice of redemption is mailed
         in accordance  with the  provisions  hereof,  Series A Notes called for
         redemption become irrevocably due and payable on the redemption date at
         the redemption price. A notice of redemption may not be conditional.

         (f)  Deposit  of  Redemption  Price.  One  Business  Day  prior  to the
         redemption date, the Company shall deposit with the Trustee or with the
         Paying  Agent  money  sufficient  to pay the  redemption  price of, and
         accrued interest,  if any, on all Series A Notes to be redeemed on that
         date.  The  Trustee or the Paying  Agent shall  promptly  return to the
         Company any money deposited with the Trustee or the Paying Agent by the
         Company in excess of the amounts  necessary to pay the redemption price
         of, and accrued interest on, all Series A Notes to be redeemed.

                  If the Company  complies with the  provisions of the preceding
         paragraph,  on and after the redemption  date,  interest shall cease to
         accrue on the Series A Notes or the  portions of Series A Notes  called
         for redemption.  If a Series A Note is redeemed on or after an interest
         record date but on or prior to the related  interest payment date, then
         any  accrued and unpaid  interest  shall be paid to the Person in whose
         name such Series A Note was registered at the close of business on such
         record date. If any Series A Notes called for  redemption  shall not be
         so paid upon  surrender  for  redemption  because of the failure of the
         Company to comply with the preceding paragraph,  interest shall be paid
         on the unpaid principal,  from the redemption date until such principal
         is paid,  and to the  extent  lawful on any  interest  not paid on such
         unpaid  principal,  in each case at the rate  provided  in the Series A
         Notes and in Section 2.1.4. hereof.

         (g) Series A Notes Redeemed in Part.  Upon surrender of a Series A Note
         that is  redeemed  in part,  the  Company  shall  issue  and,  upon the
         Company's  written  request,  the Trustee  shall  authenticate  for the
         Holder at the  expense  of the  Company,  a new  Series A Note equal in
         principal  amount  to the  unredeemed  portion  of the  Series  A Notes
         surrendered;  provided, however, that so long as the Series A Notes are
         issued in the form of global

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         securities  as  provided  in  Section  2.9  hereof,  then,  in  lieu of
         surrendering  the Series A Note being  redeemed in part,  the principal
         amount of the  applicable  global Series A Note shall be reduced as and
         to the extent provided in Section 2.9.4 hereof.

         Section 2.2.      8.10% SENIOR NOTES DUE AUGUST 1, 2015.

         Section 2.2.1.    TITLE OF THE SECURITIES.  There shall be a series of
Securities designated the 8.10% Senior Notes due August 1, 2015 (the "Series
B Notes").

         Section 2.2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES
B NOTES.  The aggregate  principal amount of the Series B Notes shall be limited
to   $40,000,000.   Each   Series  B  Note  shall  be  dated  the  date  of  its
authentication.

         Section 2.2.3.  PRINCIPAL  PAYMENT DATES. The principal on the Series B
Notes Outstanding  (together with any accrued and unpaid interest thereon) shall
be payable in a single installment on August 1, 2015.

         Section  2.2.4.  INTEREST AND INTEREST  RATES.  The rate of interest on
each  Series B Note shall be 8.10% per annum,  accruing  from March 23,  2000 or
from the most recent  Interest  Payment Date to which  interest on such Series B
Note has been paid or duly  provided  for.  Interest  shall be  payable  on each
Series B Note  semi-annually  on  February  1 and August 1 of each year (each an
"Interest Payment Date"),  commencing on August 1, 2000. The interest so payable
on any  Series  B Note  which is  punctually  paid or duly  provided  for on any
Interest  Payment  Date shall be paid to the Person in whose name such  Series B
Note is  registered  at the close of  business  on January 15 or July 15, as the
case may be,  preceding  such  February  1 or August 1 (each a  "Regular  Record
Date").  The interest so payable on a Series B Note which is not punctually paid
or duly provided for on any Interest  Payment Date shall  forthwith  cease to be
payable  to the  Person in whose name such  Series B Note is  registered  on the
relevant  Regular  Record Date,  and such  defaulted  interest  shall instead be
payable  to the  Person in whose name such  Series B Note is  registered  on the
Special Record Date or other  specified Date  determined in accordance  with the
Indenture.

         Section 2.2.5. PLACE OF PAYMENT.  The Place of Payment where the Series
B Notes may be presented or  surrendered  for payment,  where the Series B Notes
may be surrendered  for  registration  of transfer or exchange and where notices
and  demands  to and upon the  Company  in respect of the Series B Notes and the
Indenture  may be served shall be in the Borough of  Manhattan,  The City of New
York,  New York,  and the office or agency  maintained  by the  Company for such
purpose shall initially be the Corporate Trust Office of the Trustee.

         Section 2.2.6.    REDEMPTION AT THE OPTION OF THE COMPANY.

         (a) Redemption Right at Company's Option.  The Company has the right to
         redeem the Series B Notes at its sole option,  in whole or in part,  at
         any  time  and  from  time to time on or  after  April  1,  2003,  at a
         redemption  price equal to one hundred  percent (100%) of the aggregate
         principal amount of the Series B Notes  Outstanding and to be redeemed,
         together with accrued but unpaid interest on the principal amount to be
         redeemed to the redemption

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         date,  subject to the terms and  conditions  set forth in this  Section
         2.2.6.  The  election of the Company to redeem any Series B Notes shall
         be evidenced by a Board Resolution.

         (b) Notice to Trustee.  If the Company  wishes to redeem Series B Notes
         pursuant to the terms hereof and of the Series B Notes, it shall notify
         the Trustee of the redemption date and the principal amount of Series B
         Notes to be redeemed. The Company shall give the notice provided for in
         this  Section  not  less  than 45 nor  more  than 60 days  prior to the
         redemption date.

         (c)  Selection of Series B Notes to be  Redeemed.  If less than all the
         Series B Notes are to be redeemed,  the Trustee shall select the Series
         B Notes to be redeemed by lot or by any other method the Trustee  shall
         deem fair and reasonable. The Trustee shall make the selection not more
         than 60 days  before  the  redemption  date  from  Series B Notes  then
         outstanding  that have not been previously  called for redemption.  The
         Trustee  shall  promptly  notify the Company in writing of the Series B
         Notes  selected  for  redemption  and, in the case of any Series B Note
         selected  for partial  purchase or  redemption,  the  principal  amount
         thereof  to be  purchased  or  redeemed.  The  Trustee  may  select for
         redemption  portions  of the  principal  of  Series B Notes  that  have
         denominations larger than $1,000. Series B Notes and portions of Series
         B Notes  that the  Trustee  selects  shall be in  amounts  of $1,000 or
         integral  multiples of $1,000.  Provisions of this Indenture that apply
         to Series B Notes  called  for  redemption  also apply to  portions  of
         Series B Notes called for redemption.

         (d)  Notice of  Redemption.  At least 30 days but not more than 60 days
         before a redemption date, the Company shall mail or cause to be mailed,
         by first class mail, a notice of redemption to each Holder whose Series
         B Notes are to be redeemed at its registered address.

                  The notice  shall  identify  the Series B Notes to be redeemed
and shall state:

                           (i)      the redemption date;

                           (ii)     the redemption price;

                           (iii) if any Series B Note is being redeemed in part,
         the  portion  of the  principal  amount  of  such  Series  B Note to be
         redeemed;

                           (iv)     the name and address of the Paying Agent;

                           (v)      that the Series B Notes called for
        redemption must be surrendered to the Paying Agent to collect the
        redemption price;

                           (vi) that, unless the Company defaults in making such
         redemption  payment,  interest on Series B Notes called for  redemption
         ceases to accrue on and after the redemption date; and

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                           (vii)  that  no  representation  is  made  as to  the
         correctness  or accuracy of the CUSIP  number,  if any,  listed in such
         notice or printed on the Series B Notes.

                  At the Company's request, the Trustee shall give the notice of
         redemption in the Company's name and at its expense; provided, however,
         that the Company shall have delivered to the Trustee,  at least 45 days
         prior to the redemption date, an Officers' Certificate  requesting that
         the Trustee give such notice and setting  forth the  information  to be
         stated in such  notice as provided in the  preceding  paragraph  (which
         request  may be revoked by so  notifying  the  Trustee in writing on or
         before the Business Day  immediately  preceding the date  requested for
         the mailing of such notice).

         (e) Effect of Notice of Redemption. Once notice of redemption is mailed
         in accordance  with the  provisions  hereof,  Series B Notes called for
         redemption become irrevocably due and payable on the redemption date at
         the redemption price. A notice of redemption may not be conditional.

         (f)  Deposit  of  Redemption  Price.  One  Business  Day  prior  to the
         redemption date, the Company shall deposit with the Trustee or with the
         Paying  Agent  money  sufficient  to pay the  redemption  price of, and
         accrued interest,  if any, on all Series B Notes to be redeemed on that
         date.  The  Trustee or the Paying  Agent shall  promptly  return to the
         Company any money deposited with the Trustee or the Paying Agent by the
         Company in excess of the amounts  necessary to pay the redemption price
         of, and accrued interest on, all Series B Notes to be redeemed.

                  If the Company  complies with the  provisions of the preceding
         paragraph,  on and after the redemption  date,  interest shall cease to
         accrue on the Series B Notes or the  portions of Series B Notes  called
         for redemption.  If a Series B Note is redeemed on or after an interest
         record date but on or prior to the related  interest payment date, then
         any  accrued and unpaid  interest  shall be paid to the Person in whose
         name such Series B Note was registered at the close of business on such
         record date. If any Series B Notes called for  redemption  shall not be
         so paid upon  surrender  for  redemption  because of the failure of the
         Company to comply with the preceding paragraph,  interest shall be paid
         on the unpaid principal,  from the redemption date until such principal
         is paid,  and to the  extent  lawful on any  interest  not paid on such
         unpaid  principal,  in each case at the rate  provided  in the Series B
         Notes and in Section 2.2.4 hereof.

         (g) Series B Notes Redeemed in Part.  Upon surrender of a Series B Note
         that is  redeemed  in part,  the  Company  shall  issue  and,  upon the
         Company's  written  request,  the Trustee  shall  authenticate  for the
         Holder at the  expense  of the  Company,  a new  Series B Note equal in
         principal  amount  to the  unredeemed  portion  of the  Series  B Notes
         surrendered;  provided, however, that so long as the Series B Notes are
         issued in the form of global  securities  as  provided  in Section  2.9
         hereof,  then, in lieu of surrendering the Series B Note being redeemed
         in part, the principal  amount of the  applicable  global Series B Note
         shall be reduced as and to the extent provided in Section 2.9.4 hereof.

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         Section 2.3.      8.25% SENIOR NOTES DUE OCTOBER 1, 2030.

         Section 2.3.1.    TITLE OF THE SECURITIES.  There shall be a series of
Securities designated the 8.25% Senior Notes due October 1, 2030 (the "Series C
Notes").

         Section 2.3.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES
C NOTES.  The aggregate  principal amount of the Series C Notes shall be limited
to   $35,000,000.   Each   Series  C  Note  shall  be  dated  the  date  of  its
authentication.

         Section 2.3.3.  PRINCIPAL  PAYMENT DATES. The principal on the Series C
Notes Outstanding  (together with any accrued and unpaid interest thereon) shall
be payable in a single installment on October 1, 2030.

         Section  2.3.4.  INTEREST AND INTEREST  RATES.  The rate of interest on
each  Series C Note shall be 8.25% per annum,  accruing  from March 23,  2000 or
from the most recent  Interest  Payment Date to which  interest on such Series C
Note has been paid or duly  provided  for.  Interest  shall be  payable  on each
Series C Note  semi-annually  on April 1 and  October  1 of each  year  (each an
"Interest Payment Date"), commencing on October 1, 2000. The interest so payable
on any  Series  C Note  which is  punctually  paid or duly  provided  for on any
Interest  Payment  Date shall be paid to the Person in whose name such  Series C
Note is  registered at the close of business on March 15 or September 15, as the
case may be, preceding such April 1 or October 1 (each a "Regular Record Date").
The interest so payable on a Series C Note which is not punctually  paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable to
the  Person  in whose  name such  Series C Note is  registered  on the  relevant
Regular Record Date, and such defaulted interest shall instead be payable to the
Person in whose name such Series C Note is registered on the Special Record Date
or other specified Date determined in accordance with the Indenture.

         Section 2.3.5. PLACE OF PAYMENT.  The Place of Payment where the Series
C Notes may be presented or  surrendered  for payment,  where the Series C Notes
may be surrendered  for  registration  of transfer or exchange and where notices
and  demands  to and upon the  Company  in respect of the Series C Notes and the
Indenture  may be served shall be in the Borough of  Manhattan,  The City of New
York,  New York,  and the office or agency  maintained  by the  Company for such
purpose shall initially be the Corporate Trust Office of the Trustee.

         Section 2.3.6.    REDEMPTION AT THE OPTION OF THE COMPANY.

         (a) Redemption Right at Company's Option.  The Company has the right to
         redeem the Series C Notes at its sole option,  in whole or in part,  at
         any  time  and  from  time to time on or  after  April  1,  2005,  at a
         redemption  price equal to one hundred  percent (100%) of the aggregate
         principal amount of the Series C Notes  Outstanding and to be redeemed,
         together with accrued but unpaid interest on the principal amount to be
         redeemed to the  redemption  date,  subject to the terms and conditions
         set forth in this Section 2.3.6.  The election of the Company to redeem
         any Series C Notes shall be evidenced by a Board Resolution.

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         (b) Notice to Trustee.  If the Company  wishes to redeem Series C Notes
         pursuant to the terms hereof and of the Series C Notes, it shall notify
         the Trustee of the redemption date and the principal amount of Series C
         Notes to be redeemed. The Company shall give the notice provided for in
         this  Section  not  less  than 45 nor  more  than 60 days  prior to the
         redemption date.

         (c)  Selection of Series C Notes to be  Redeemed.  If less than all the
         Series C Notes are to be redeemed,  the Trustee shall select the Series
         C Notes to be redeemed by lot or by any other method the Trustee  shall
         deem fair and reasonable. The Trustee shall make the selection not more
         than 60 days  before  the  redemption  date  from  Series C Notes  then
         outstanding  that have not been previously  called for redemption.  The
         Trustee  shall  promptly  notify the Company in writing of the Series C
         Notes  selected  for  redemption  and, in the case of any Series C Note
         selected  for partial  purchase or  redemption,  the  principal  amount
         thereof  to be  purchased  or  redeemed.  The  Trustee  may  select for
         redemption  portions  of the  principal  of  Series C Notes  that  have
         denominations larger than $1,000. Series C Notes and portions of Series
         C Notes  that the  Trustee  selects  shall be in  amounts  of $1,000 or
         integral  multiples of $1,000.  Provisions of this Indenture that apply
         to Series C Notes  called  for  redemption  also apply to  portions  of
         Series C Notes called for redemption.

         (d)  Notice of  Redemption.  At least 30 days but not more than 60 days
         before a redemption date, the Company shall mail or cause to be mailed,
         by first class mail, a notice of redemption to each Holder whose Series
         C Notes are to be redeemed at its registered address.

                  The notice  shall  identify  the Series C Notes to be redeemed
and shall state:

                           (i)      the redemption date;

                           (ii)     the redemption price;

                           (iii) if any Series C Note is being redeemed in part,
         the  portion  of the  principal  amount  of  such  Series  C Note to be
         redeemed;

                           (iv)     the name and address of the Paying Agent;

                           (v)      that the Series C Notes called for
         redemption must be surrendered to the Paying Agent to collect the
         redemption price;

                           (vi) that, unless the Company defaults in making such
         redemption  payment,  interest on Series C Notes called for  redemption
         ceases to accrue on and after the redemption date; and

                           (vii)  that  no  representation  is  made  as to  the
         correctness  or accuracy of the CUSIP  number,  if any,  listed in such
         notice or printed on the Series C Notes.

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                  At the Company's request, the Trustee shall give the notice of
         redemption in the Company's name and at its expense; provided, however,
         that the Company shall have delivered to the Trustee,  at least 45 days
         prior to the redemption date, an Officers' Certificate  requesting that
         the Trustee give such notice and setting  forth the  information  to be
         stated in such  notice as provided in the  preceding  paragraph  (which
         request  may be revoked by so  notifying  the  Trustee in writing on or
         before the Business Day  immediately  preceding the date  requested for
         the mailing of such notice).

         (e) Effect of Notice of Redemption. Once notice of redemption is mailed
         in accordance  with the  provisions  hereof,  Series C Notes called for
         redemption become irrevocably due and payable on the redemption date at
         the redemption price. A notice of redemption may not be conditional.

         (f)  Deposit  of  Redemption  Price.  One  Business  Day  prior  to the
         redemption date, the Company shall deposit with the Trustee or with the
         Paying  Agent  money  sufficient  to pay the  redemption  price of, and
         accrued interest,  if any, on all Series C Notes to be redeemed on that
         date.  The  Trustee or the Paying  Agent shall  promptly  return to the
         Company any money deposited with the Trustee or the Paying Agent by the
         Company in excess of the amounts  necessary to pay the redemption price
         of, and accrued interest on, all Series C Notes to be redeemed.

                  If the Company  complies with the  provisions of the preceding
         paragraph,  on and after the redemption  date,  interest shall cease to
         accrue on the Series C Notes or the  portions of Series C Notes  called
         for redemption.  If a Series C Note is redeemed on or after an interest
         record date but on or prior to the related  interest payment date, then
         any  accrued and unpaid  interest  shall be paid to the Person in whose
         name such Series C Note was registered at the close of business on such
         record date. If any Series C Notes called for  redemption  shall not be
         so paid upon  surrender  for  redemption  because of the failure of the
         Company to comply with the preceding paragraph,  interest shall be paid
         on the unpaid principal,  from the redemption date until such principal
         is paid,  and to the  extent  lawful on any  interest  not paid on such
         unpaid  principal,  in each case at the rate  provided  in the Series C
         Notes and in Section 2.3.4 hereof.

         (g) Series C Notes Redeemed in Part.  Upon surrender of a Series C Note
         that is  redeemed  in part,  the  Company  shall  issue  and,  upon the
         Company's  written  request,  the Trustee  shall  authenticate  for the
         Holder at the  expense  of the  Company,  a new  Series C Note equal in
         principal  amount  to the  unredeemed  portion  of the  Series  C Notes
         surrendered;  provided, however, that so long as the Series C Notes are
         issued in the form of global  securities  as  provided  in Section  2.9
         hereof,  then, in lieu of surrendering the Series C Note being redeemed
         in part, the principal  amount of the  applicable  global Series C Note
         shall be reduced as and to the extent provided in Section 2.9.4 hereof.

                                                        10


<PAGE>




         Section 2.4.      LIMITED RIGHT OF REDEMPTION AT OPTION OF BENEFICIAL
OWNER.

         Section  2.4.1.  Unless the Series A Notes,  Series B Notes or Series C
Notes have become due and payable  prior to the Stated  Maturity by reason of an
Event of Default,  commencing the date of original issuance,  the Representative
(as  defined  below) of a deceased  holder of an interest in the Series A Notes,
Series B Notes or Series C Notes  (each  such  holder,  whether by  purchase  or
transfer from a purchaser or other  transferee,  a  "Beneficial  Owner") has the
right to request  redemption of all or part of his or her interest in the Series
A Notes,  Series B Notes or Series C Notes, in integral multiples of $1,000, for
payment prior to Stated  Maturity,  and the Company will redeem the same subject
to the  limitations  that the Company will not be obligated to redeem during any
twelve-month  period  beginning  the date of  original  issuance  or any April 1
thereafter  and  ending on any March 31  thereafter,  (i) on behalf of any given
deceased Beneficial Owner any interest in the Series A Notes, Series B Notes and
Series C Notes which  exceeds an aggregate  principal  amount of $25,000 or (ii)
interests  in the  Series  A  Notes,  Series  B Notes  and  Series C Notes in an
aggregate  principal  amount  exceeding two percent of the  aggregate  principal
amount of Series A Notes,  Series B Notes and Series C Notes  originally  issued
(i.e.,  $2,500,000).  In the case of interests  in the Series A Notes,  Series B
Notes or Series C Notes  owned by a deceased  Beneficiary  Owner,  a request for
redemption  may be  presented  to the  Trustee at any time and in any  principal
amount in integral  multiples of $1,000. If the Company,  although not obligated
to do so,  chooses to redeem  interests  of a deceased  Beneficial  Owner in the
Series A Notes, Series B Notes or Series C Notes in any such period in excess of
the  $25,000  limitation,  such  redemption,  to the extent  that it exceeds the
$25,000  limitation  for any  Beneficial  Owner,  shall not be  included  in the
computation  of the two percent  limitation  for such  period or any  succeeding
period.

         Section 2.4.2.  Subject to the $25,000 and the two percent limitations,
the Company will after the death of any Beneficial  Owner redeem the interest of
the  Beneficial  Owner in the  Series A Notes,  Series B Notes or Series C Notes
within  60  days  following  receipt  by  the  Trustee  of a  validly  completed
Redemption Request (as defined below),  including all supporting  documentation,
from  such  Beneficial  Owner's  personal  representative,  or  surviving  joint
tenant(s),  tenant(s) by the entirety or tenant(s) in common,  or other  persons
entitled to effect such  Redemption  Request  (each, a  "Representative").  If a
Redemption Request on behalf of a deceased  Beneficial Owner exceeds the $25,000
per prepayment period limitation, or if the Redemption Requests in the aggregate
exceed the two  percent  per  prepayment  period  limitation,  then such  excess
unredeemed  Redemption Request(s) (subject in the case of the $25,000 limitation
to the  provisions of the last  sentence of paragraph  2.4.1) will be applied to
successive  periods  in the order of  receipt  by the  Trustee  for  prepayment,
regardless  of the number of periods  required to redeem such  interest,  unless
sooner withdrawn as described below. An acquisition of Series A Notes,  Series B
Notes  or  Series C Notes  by the  Company  or its  subsidiaries  other  than by
redemption at the option of any  Representative  of a deceased  Beneficial Owner
shall not be  included in the  computation  of either the $25,000 or two percent
limitations for any period.

         Section  2.4.3. A request for redemption of an interest in the Series A
Notes,  Series B Notes or Series C Notes may be made by  delivering a request to
the direct or indirect  participant  in the Depository  (each, a  "Participant")
through whom the Beneficial Owner owned such interest, in form

                                                        11


<PAGE>




satisfactory  to  the  Participant,  together  with  evidence  of  death  of the
Beneficial  Owner  and  authority  of  the  Representative  satisfactory  to the
Participant  and the Trustee,  such waivers,  notices or  certificates as may be
required  under  applicable  state or federal law and such other evidence of the
right of such redemption as the Participant  shall require.  The written request
for repayment must be signed by the  Representative,  and such signature must be
guaranteed by a member firm of a registered national securities exchange bank or
trust  company  having an office or  correspondent  in the  United  States.  The
request shall specify the principal amount of the Series A Notes, Series B Notes
or Series C Notes to be redeemed.  A request for redemption in form satisfactory
to the Participant  and accompanied by the documents  relevant to the request as
described above,  together with a certification by the Participant that it holds
the interest on behalf of a deceased  Beneficial  Owner with respect to whom the
request  for  redemption  is being  made (the  "Redemption  Request"),  shall be
provided to the Depository by a Participant  and the Depository will forward the
request  to  the  Trustee.   Redemption   Requests,   including  all  supporting
documentation,  shall be in form  satisfactory to the Trustee and no request for
redemption shall be considered validly made until the Redemption Request and all
supporting  documentation,  in form satisfactory to the Trustee, shall have been
received by the Trustee.

         Section  2.4.4.  The price to be paid by the Company for an interest in
the Series A Notes,  Series B Notes or Series C Notes to be redeemed pursuant to
a Redemption Request from a deceased  Beneficial  Owner's  Representative is one
hundred  percent (100%) of the principal  amount thereof plus accrued but unpaid
interest  on the  principal  amount  redeemed  to the  date  of  payment  to the
Depository  of the  redemption  price of such  interest  in the  Series A Notes,
Series B Notes or Series C Notes.  Subject to arrangements  with the Depository,
payment of the redemption price for an interest in the Series A Notes,  Series B
Notes or Series C Notes which is to be redeemed  shall be made to the Depository
upon  presentation of the Notes to the Trustee within 60 days following  receipt
by  the  Trustee  of  the   Redemption   Request,   including   all   supporting
documentation,  and the  Series A Notes,  Series B Notes or Series C Notes to be
redeemed in the aggregate  principal amount specified in the Redemption  Request
submitted  to  the  Trustee  by  the  Depository  which  is to be  fulfilled  in
connection with such payment.

         Section  2.4.5.  Interests  in the  Series A  Notes,  Series B Notes or
Series C Notes  held by  tenants by the  entirety,  joint  tenants or tenants in
common will be deemed to be held by a single Beneficial Owner and the death of a
tenant in common,  tenant by the  entirety  or joint  tenant  will be deemed the
death of a Beneficial  Owner.  The death of a person who,  during such  person's
lifetime,  was entitled to substantially all of the rights of a Beneficial Owner
will be deemed the death of the Beneficial Owner,  regardless of the recordation
of such  interest  on the  records  of the  Participant,  if such  rights can be
established  to the  satisfaction  of the  Participant  and  the  Trustee.  Such
interests  shall be  deemed  to exist in  typical  cases of  nominee  ownership,
ownership  under the  Uniform  Gifts to Minors Act or the Uniform  Transfers  to
Minors Act, community property or other joint ownership  arrangements  between a
husband and wife  (including  individual  retirement  accounts or Keogh [H.R.10]
plans maintained solely by or for the decedent or by or for the decedent and any
spouse),  and  trust  and  certain  other  arrangements  where  one  person  has
substantially  all of the rights of a  Beneficial  Owner  during  such  person's
lifetime.

                                                        12


<PAGE>




         Section 2.4.6. Any Redemption Request may be withdrawn upon delivery of
a written  request for such  withdrawal  given to the Trustee by the  Depository
prior to payment to the  Depository of the  redemption  price of the interest in
the Series A Notes, Series B Notes or Series C Notes.

         Section 2.5. ADDITIONAL COVENANTS.  For the benefit of the Holders from
time to time of the  Series A Notes,  Series B Notes or  Series C Notes,  and in
addition to the covenants set forth in Article 9 of the  Indenture,  the Company
further covenants and agrees as follows:

         Section   2.5.1.   LIMITATIONS  ON  DISPOSITION  OF  CAPITAL  STOCK  OF
RESTRICTED  SUBSIDIARIES.  The  Company  will  not,  and  will  not  permit  any
Subsidiary to, sell, assign,  transfer or otherwise dispose of any shares of the
capital stock of any  Restricted  Subsidiary  unless the entire capital stock of
such Restricted Subsidiary at the time owned by the Company and its Subsidiaries
shall be disposed of at the same time for a consideration  consisting of cash or
other property which the Board of Directors, as evidenced in a Board Resolution,
has determined to be at least equal to the fair value  thereof.  Notwithstanding
the foregoing  provision,  (i) the Company  shall be permitted to sell,  assign,
transfer or  otherwise  dispose of shares of the capital  stock of a  Restricted
Subsidiary  (A) to any  director  (or  any  individual  nominated  to  become  a
director) of such Restricted Subsidiary but only to the extent ownership of such
shares  is  required  as  directors'  qualifying  shares  for such  director  or
individual and (B) to any Subsidiary;  and (ii) any Restricted  Subsidiary shall
be permitted  to sell,  assign,  transfer or otherwise  dispose of shares of its
capital stock or the capital stock of any other Restricted Subsidiary (A) to any
director (or any individual  nominated to become a director) of such  Restricted
Subsidiary  but only to the  extent  ownership  of such  shares is  required  as
directors'  qualifying  shares for such  director or  individual,  or (B) to the
Company or any Subsidiary.

         Section 2.5.2.     LIMITATIONS UPON CREATION OF LIENS ON CAPITAL STOCK
OF RESTRICTED SUBSIDIARIES.

         (a) The Company will not, and will not permit any Restricted Subsidiary
         to, at any time directly or  indirectly,  issue,  assume,  guarantee or
         permit to exist any indebtedness secured by a Lien on the capital stock
         of any Restricted Subsidiary without making effective provision whereby
         the Series A Notes,  Series B Notes or Series C Notes then  outstanding
         (and if the  Company so  elects,  any other  indebtedness  ranking on a
         parity with the Series A Notes, Series B Notes or Series C Notes) shall
         be  equally  and  ratably  secured  with such  indebtedness  as to such
         property  so long as  such  other  indebtedness  shall  be so  secured;
         provided,  however,  that the covenant set forth in this Section  2.5.2
         will  not be  applicable  to  Liens  (i) on the  shares  of  stock of a
         subsidiary  of a Person  that is merged  with or into the  Company or a
         Subsidiary  securing  debt of such Person,  which debt was  outstanding
         prior  to such  merger,  but  only if such  pledge  and  debt  were not
         incurred in anticipation  of such merger,  (ii) in favor of the Company
         securing debt of a Restricted Subsidiary owed to the Company, (iii) for
         taxes or assessments or governmental charges or levies not then due and
         delinquent  or the validity of which are being  contested in good faith
         or which are less than $5,000,000, or (iv) created by or resulting from
         any  litigation or legal  proceeding  being  contested in good faith or
         which are less than $5,000,000.

                                                        13


<PAGE>




         (b) If the Company  shall  hereafter be required to secure the Series A
         Notes,  Series B Notes or Series C Notes  equally and ratably  with any
         other  indebtedness  pursuant to this Section  2.5.2.,  (i) the Company
         will promptly deliver to the Trustee an Officers'  Certificate  stating
         that the  foregoing  covenant has been  complied with and an Opinion of
         Counsel  stating  that in the  opinion of such  counsel  the  foregoing
         covenant has been  complied with and that any  instruments  executed by
         the Company or any  Restricted  Subsidiary  in the  performance  of the
         foregoing  covenant  comply  with  the  requirements  of the  foregoing
         covenant  and (ii) the  Trustee is hereby  authorized  to enter into an
         indenture or agreement  supplemental hereto and to take such action, if
         any, as it may deem advisable to enable it to enforce the rights of the
         Holders of the Series A Notes, Series B Notes or Series C Notes.

         Section 2.5.3. For purposes of this Section 2.5, Restricted  Subsidiary
shall mean any  Subsidiary  of the Company with assets  greater than or equal to
20% of all assets of the Company and its Subsidiaries, computed and consolidated
in accordance with generally accepted accounting principles.

         Section 2.5.4.  For purposes of this Section 2.5, "Lien" shall mean any
mortgage,  pledge,  lien, charge,  security interest,  conditional sale or other
title retention agreement or other encumbrance of any nature whatsoever.

         Section 2.6.  MODIFICATION OF EVENTS OF DEFAULT. For the benefit of the
Holders  from  time to time of the  Series A Notes,  Series B Notes or  Series C
Notes,  clause 4 of Section 5.1 of the Indenture is hereby  modified by deleting
such clause 4 in its entirety and replacing it with the following:

         A default under any mortgage, agreement,  indenture or instrument under
         which there may be issued, or by which there may be secured, guaranteed
         or evidenced any Debt of the Company (including this Indenture) whether
         such Debt now exists or shall  hereafter  be created,  in an  aggregate
         principal amount then outstanding of $15,000,000 or more, which default
         (a) shall  constitute a failure to pay any portion of the  principal of
         such  Debt  when due and  payable  or (b)  shall  result  in such  Debt
         becoming or being  declared due and payable  prior to the date on which
         it would otherwise become due and payable,  and such acceleration shall
         not be rescinded  or annulled,  or such Debt shall not be paid in full,
         within a period of 30 days after there has been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in aggregate principal amount of
         the  Outstanding  Securities of the Series A Notes,  the Series B Notes
         and the  Series  C Notes a  written  notice  specifying  such  event of
         default  and  requiring  the Company to cause such  acceleration  to be
         rescinded or annulled or to pay in full such Debt and stating that such
         notice is a  "Notice  of  Default"  hereunder;  (it  being  understood,
         however, that the Trustee shall not be deemed to have knowledge of such
         default  under  such  agreement  or  instrument  unless  either  (A)  a
         Responsible  Officer of the Trustee shall have actual knowledge of such
         default or (B) a Responsible Officer of the Trustee shall have received
         written  notice  thereof  from the Company,  from any Holder,  from the
         holder  of any such  indebtedness  or from the  trustee  under any such
         agreement or other instrument); PROVIDED, HOWEVER, that if such default
         under such mortgage, agreement,  indenture or instrument is remedied or
         cured

                                                        14


<PAGE>




         by the Company or waived by the holders of such indebtedness,  then the
         Event of Default  hereunder by reason thereof shall be deemed  likewise
         to have been thereupon remedied, cured or waived without further action
         upon the part of either the Trustee or any of such  Holders;  PROVIDED,
         FURTHER,  that the foregoing  shall not apply to any secured Debt under
         which the obligee has recourse  (exclusive  of recourse  for  ancillary
         matters such as  environmental  indemnities,  misapplication  of funds,
         costs of enforcement  and the like) only to the collateral  pledged for
         repayment so long as the fair market value of such  collateral does not
         exceed 2% of Total Assets at the time of the "default;"

         Section 2.7. DENOMINATION.  The Series A Notes, Series B Notes and
Series C Notes shall be issuable in denominations of $1,000 and integral
multiples thereof.

         Section 2.8.  CURRENCY.  Principal and interest on the Series A Notes,
Series B Notes and Series C Notes shall be payable in U.S. Dollars.

         Section 2.9. REGISTERED SECURITIES IN GLOBAL FORM.

         Section  2.9.1.  The Series A Notes,  Series B Notes and Series C Notes
will be issued in the form of one or more fully  registered  global  securities,
representing  the  aggregate  principal  amount of the Series A Notes,  Series B
Notes and  Series C Notes,  that will be  deposited  with,  or on behalf of, The
Depository Trust Company ("DTC"),  and registered in the name of Cede & Co., the
nominee of DTC.

         Section  2.9.2.  Except as provided  in Section  3.5 of the  Indenture,
Beneficial Owners of interests in the Series A Notes, Series B Notes or Series C
Notes may not exchange such interests for certificated  Series A Notes, Series B
Notes or Series C Notes.

         Section  2.9.3.  In addition to the legend  specified in Section 2.4 of
the Indenture,  each certificate  evidencing the Series A Notes,  Series B Notes
and Series C Notes shall bear the following legend:

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
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.

         Section 2.9.4. If the Series A Notes,  Series B Notes or Series C Notes
are redeemed pursuant to Sections 2.1.6,  2.2.6, 2.3.6 or 2.4 hereof in whole or
in part, the principal amount of the applicable  global Series A Note,  Series B
Note or Series C Note shall be reduced by the amount of the interest,

                                                        15


<PAGE>




or portion thereof,  so redeemed and an endorsement shall be made on such Series
A Note, Series B Note or Series C Note by the Trustee to reflect such reduction.

         Section 2.10.     FORM OF SENIOR NOTES.

         Section 2.10.1.  FORM OF SERIES A NOTES.  The Series A Notes shall be
substantially in the form attached as Exhibit A hereto.

         Section 2.10.2.  FORM OF SERIES B NOTES.  The Series B Notes shall be
substantially in the form attached as Exhibit B hereto.

         Section 2.10.3.  FORM OF SERIES C NOTES.  The Series C Notes shall be
substantially in the form attached as Exhibit C hereto.

         Section 2.11.  DEFEASANCE  AND COVENANT  DEFEASANCE.  The provisions of
Section 4.4 of the Indenture  shall apply to the Series A Notes,  Series B Notes
and Series C Notes.  The provisions of Section 4.5 of the Indenture  shall apply
to the Series A Notes,  Series B Notes and  Series C Notes  with  respect to the
covenants  specified in said Section 4.5 and the  covenants set forth in Section
2.5 of this Supplemental Indenture No. 6.

         Section 2.12.  REGISTRAR AND PAYING AGENT.  The Trustee shall
initially serve as Registrar and Paying Agent.

                                    ARTICLE 3

                            MISCELLANEOUS PROVISIONS

         Section 3.1.  The Indenture, as supplemented and amended by this
Supplemental Indenture No. 6, is in all respects hereby adopted, ratified and
confirmed.

         Section 3.2.  This Supplemental Indenture No. 6 may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

         SECTION 3.3. THIS SUPPLEMENTAL  INDENTURE NO. 6 AND EACH SERIES A NOTE,
SERIES B NOTE AND SERIES C NOTE SHALL BE DEEMED TO BE A CONTRACT  MADE UNDER THE
LAWS OF THE  STATE  OF NEW  YORK  AND  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT  REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Supplemental  Indenture No. 6 to be duly executed,  as of the day and year first
written above.

                                                        16


<PAGE>





                                                     PROTECTIVE LIFE CORPORATION

                                                       By: /s/ Richard J. Bielen
                                                         Name: Richard J. Bielen
                                       Title: Senior Vice President, Investments

                                                  (Seal) By: /s/ Jerry W. DeFoor
                                                           Name: Jerry W. DeFoor
                                               Title: Vice President, Controller
                                                    and Chief Accounting Officer

Attest: /s/ Deborah J. Long
Name:    Deborah J. Long
Title:   Senior Vice President,

         Secretary and General Counsel

                                                           THE BANK OF NEW YORK,
                                                                      as Trustee

                                                  By: THE BANK OF NEW YORK TRUST
                                                       COMPANY OF FLORIDA, N.A.,
                                                                        as Agent

(Seal)

                                                      By: /s/ Charles S. Northen
                                                    Name: Charles S. Northen, IV
                                                           Title: Vice President



Attest: /s/ Kara Lee Partin
Name:      Kara Lee Partin
Title:     Assistant Vice President

37063v7

                                                        17