Exhibit 4.1


 


AMENDED AND RESTATED


 


STANDARD INDENTURE TERMS


 


with respect to


 


PROTECTIVE LIFE SECURED TRUSTS


 


Secured Medium-Term Notes and InterNotes®


 


 


Dated as of June 10, 2004


 

















 


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

  
	
  SECTION
  7.19. Trust Beneficial Owner Account

  
	
   

  
	
  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

















 


AMENDED AND RESTATED STANDARD INDENTURE TERMS


 


This document
constitutes the Amended and Restated Standard Indenture Terms dated as of
June 10, 2004, 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 Amended and
Restated Standard Indenture Terms amend and restate the Standard Indenture
Terms dated as of November 7, 2003, which were filed as Exhibit 4.1 to Protective
Life Insurance Company’s Registration Statement on Form S-3 (Registration
No. 333-100944).


 


These
Amended and Restated 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 Amended and Restated
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.


 


“Amended and Restated Standard Indenture Terms”
means this document, the Amended and Restated Standard Indenture Terms.


 


“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 Amended and Restated 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, or in such other form agreed to by the Trust
and the Indenture Trustee, 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 as defined in the recitals of the Omnibus Instrument.


 


“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).


 


“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.


 


“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, or in such other form as may be agreed to by
the Trust and the Indenture Trustee, 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.


 


24

















 


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
  Signatory

  



 


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.


 


46

















 


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.


 


52

















 


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.


 


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(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


 


61

















 


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 


 


62

















 


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


 


63

















 


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;


 


64

















 


(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


 


65

















 


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.


 


66

















 


(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.


 


SECTION 7.19. Trust
Beneficial Owner Account.  The Indenture Trustee may
establish an account with the Indenture Trustee in the name of the Trust
Beneficial Owner or may use an existing account with the Indenture Trustee
established in the name of the Trust Beneficial Owner for the purpose of
facilitating payments between the Trust Beneficial Owner and the Trust, which
account shall be segregated from other accounts held by the Indenture Trustee.


 


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:


 


69

















 


(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.


 


70

















 


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 AMENDED AND RESTATED STANDARD INDENTURE TERMS


FORM OF RETAIL GLOBAL NOTE


 


CUSIP NO.
                 




PROTECTIVE LIFE SECURED TRUST
[     ]-[   ]

INTERNOTE®


 


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:
$             


Original Issue Date:


Price to Public:


Stated Maturity Date:


Settlement Date and Time:


Securities Exchange Listing:  o
Yes  o
No.  If yes, 

indicate name(s) of Securities Exchange(s) 

                                  .


 


Depositary:


Authorized Denominations (if
other than $1,000):


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


 


Interest Rate or Formula:


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


Interest Rate:


Interest
Payment Frequency:


o
Monthly               o
Quarterly


o
Semi-annually      o
Annually


Interest
Payment Dates, if other than as specified on the reverse hereof:


Additional/Other
Terms:


 


Amortizing Note: o
Yes o No. 
If yes,


Amortization
schedule or formula:


Additional/Other
Terms:


 


Discount Note: o
Yes o No. 
If yes,


Registered
Face Amount:


Total Amount
of Discount:


Yield to
Maturity:


Additional/Other
Terms:


 


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


Initial
Redemption Percentage:


Annual
Redemption Percentage Reduction, if any:


Additional/Other
Terms:


 


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


Additional/Other
Terms:


 


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


Trust Put
Limitation:            


 


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


Interest Rate:


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


CD Rate o


Commercial
Paper Rate o


Federal Funds
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:


 


Inflation
Protected Note o
(See Annex A for terms)


Inverse
Floating Rate Note o


Fixed Interest
Rate:


Floating
Rate/Fixed Rate o


Fixed Interest
Rate:


Fixed Rate
Commencement Date:


Index
Maturity:


Spread and/or
Spread Multiplier, if any:


Initial
Interest Rate, if any:


Initial
Interest Reset Date:


Interest Reset
Dates:


Rate
Determination Date(s):


Interest
Payment Frequency:


o
Monthly               o
Quarterly


o
Semi-Annually    o
Annually


Maximum
Interest Rate, if any:


Minimum
Interest Rate, if any:


Additional/Other
Terms:


 


Regular Record Date(s):


Sinking Fund:


Day Count Convention:


o 30 over 360                o
Actual over Actual


o Actual over 360        o
Other (See attached)


Specified Currency:  U.S. Dollars


Calculation Agent:


Additional/Other Terms:


 


A-1-2

















 


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


 


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


 


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


 


Except as provided
in the following paragraph, the Trust will pay interest on each Interest
Payment Date specified herein, commencing with the first (1st) Interest Payment
Date next succeeding the Original Issue Date, and on the Maturity Date; provided that any payment of principal, premium, if any, or interest to
be made on any Interest Payment Date or on a Maturity Date that is not a Business
Day (or, if this Note is a LIBOR Note (as defined in Section 2(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


 


A-1-3

















 


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


 


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


 


A-1-4

















 


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-1-5

















 


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-1-6

















 


[REVERSE
OF NOTE]


 


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


 


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


 


(a)           Fixed Rate Notes.


 


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


 


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


 


(b)           Discount Notes.


 


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


 


A-1-7

















 


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


 


(c)           Amortizing Notes.


 


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


 


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


 


A-1-8

















 


(d)           Floating Rate Notes.


 


(i)            If this Note is specified on the
face hereof as a “Floating Rate Note,” interest on this Note shall accrue and
be payable in accordance with this Section 2(d).  A Floating Rate Note may be a CD Rate Note,
Commercial Paper Rate Note, Federal Funds Rate Note, LIBOR Note, Treasury Rate
Note, Constant Maturity Treasury Rate Note, a Prime Rate Note, an Inflation
Protected Note, an Inverse Floating Rate Note, a Floating Rate/Fixed Rate Note
or any other type of Floating Rate Note with the terms specified herein.  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) 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


 


A-1-9

















 


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 2(d)(i)(E)
below, the Interest Factor will be expressed as a decimal calculated to seven
decimal places without rounding.  For
purposes of making the foregoing calculation, the interest rate in effect on
any Interest Reset Date will be the applicable rate as reset on that date.  Unless otherwise specified on the face
hereof, the interest rate that is effective on the applicable Interest Reset
Date will be determined on the applicable Rate Determination Date and
calculated on the applicable Calculation Date. 
Unless otherwise specified on the face hereof, the interest rate in
effect for each day to and excluding the next Interest Reset Date will be the
interest rate that was in effect on the preceding Interest Reset Date.  “Calculation Date” means the date by which
the Calculation Agent specified on the face hereof, is to calculate the interest
rate which 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


 


A-1-10

















 


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


 


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


 


A-1-11

















 


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


 


A-1-12

















 


Calculation Date
pertaining to such CD Rate Determination Date, the CD Rate for the Interest
Reset Period will be the rate on such date for negotiable certificates of
deposit of the applicable Index Maturity as published in the H.15 Daily Update
under the heading “CDs (Secondary Market).” 
If such rate is not yet published in either H.15(519) or the H.15 Daily
Update by 3:00 p.m., New York City time, on such Calculation Date, then the CD
Rate will be the arithmetic mean of the secondary market offered rates as of
3:00 p.m., New York City time, on such date, of three (3) leading nonbank
dealers in negotiable U.S. Dollar certificates of deposit in New York City
selected by the Calculation Agent after consultation with the Trust for
negotiable certificates of deposit of major United States money center banks of
the highest credit standing (in the market for negotiable certificates of
deposit) with a remaining maturity closest to the applicable Index Maturity in
a denomination of $5,000,000; provided, however, that if the dealers
selected as aforesaid by the 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


 


A-1-13

















 


Paper Rate
Determination Date, then the Commercial Paper Rate for the Interest Reset
Period shall be the Money Market Yield of the rate on such date for commercial
paper having the applicable Index Maturity as published in the H.15 Daily
Update or such other recognized electronic source used for the purpose of
displaying such rate, under the heading “Commercial Paper — Nonfinancial.”  If such rate is not yet published in either
H.15(519) or H.15 Daily Update or such other recognized electronic source used
for the purpose of displaying this rate, by 3:00 p.m., New York City time, on
such Calculation Date, then the Commercial Paper Rate for the Interest Reset
Period shall be the Money Market Yield of the 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


 


A-1-14

















 


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 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:


 


A-1-15

















 


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 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


 


A-1-16

















 


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 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


 


A-1-17

















 


not published by
3:00 p.m., New York City time, on the Calculation Date, the rate on the
Treasury Rate Determination Date of treasury securities as published in H.15
Daily Update, or another recognized electronic source used for the purpose of
displaying that rate, under the heading “U.S. Government Securities—Treasury
Bills (Secondary Market).”  If none of
the above rates is published by 3:00 p.m., New York City time on the Calculation
Date, then the Treasury Rate shall be calculated as a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30 p.m., New York City time,
on such Treasury Rate Determination Date, of three (3) leading primary United
States government securities dealers selected by the Calculation Agent for the
issue of treasury securities with a remaining maturity closest to the Index
Maturity specified on the face hereof, provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting bid rates as mentioned above, then the Treasury Rate for the Interest
Reset Period will be the same as the Treasury Rate for the immediately
preceding Interest Reset Period.  If
there was no such Interest Reset Period, the Treasury Rate will be the Initial
Interest Rate.


 


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


 


A-1-18

















 


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 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


 


A-1-19

















 


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


 


A-1-20

















 


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 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


 


A-1-21

















 


(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)          Inflation Protected Notes.  If this Note is designated as an Inflation
Protected Note on the face hereof, certain terms of this Note, including the
means by which the interest rate will be calculated, will be set forth in Annex
A hereto.


 


(I)            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.


 


(J)            Floating Rate/Fixed Rate Notes.  If this Note is designated as a “Floating Rate/Fixed
Rate Note” on the face hereof, this Note will be a Floating Rate Note for a
specified portion of its term and a Fixed Rate Note for the remainder of its
term, commencing on the Fixed Rate Commencement Date specified on the face
hereof, in which event the


 


A-1-22

















 


interest rate on
this Note will be determined as provided herein as if it were a Floating Rate
Note and a Fixed Rate Note hereunder for each such respective period.


 


Section 3.              Optional
Redemption.  If no
redemption right is set forth on the face hereof, this Note may not be redeemed
prior to the Stated Maturity Date, except as set forth in the Indenture.  If a Redemption Right is set forth on the
face of this Note, the Trust shall elect to redeem this Note on the Initial
Redemption Date set forth on the face hereof or on any other Interest Payment
Date thereafter on which the Funding Agreement is to be redeemed in whole or in
part by Protective Life Insurance Company (“Protective Life”) (each, a
“Redemption Date”), in which case this Note must be redeemed on such Redemption
Date in whole or in part, as applicable, in increments of $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 4.              Sinking
Funds and Amortizing Notes.  Unless this Note is specified as an Amortizing Note on the face
hereof, this Note will not be subject to any sinking fund.


 


Section 5.              Optional
Repayment.  If no
repayment right is set forth on the face hereof, this Note may not be repaid at
the option of the Holder hereof prior to the Stated Maturity Date.  If a Repayment Right is granted on the face
of this Note, this Note may be subject to repayment at the option of the Holder
on any Interest Payment Date on and after the date, if any, indicated on the
face hereof (each, a “Repayment Date”). 
On any Repayment Date, unless otherwise specified on the face hereof,
this Note shall be repayable in whole or in part in increments of $1,000 at the
option of the Holder hereof at


 


A-1-23

















 


a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the date of
repayment.  For this Note to be repaid
in whole or in part at the option of the Holder hereof, this Note must be
received by the Indenture Trustee, with the form entitled “Option to Elect
Repayment,” below, duly completed. 
Exercise of such repayment option by the Holder hereof shall be
irrevocable.


 


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


 


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


 


Section 8.              Events
of Default.  If an
Event of Default with respect to Notes of this Series shall occur and be
continuing, the principal of the Notes of this Series may be declared due and
payable, or may be automatically accelerated, as the case may be, in the manner
and with the effect provided in the Indenture. 
In the event that this Note is a Discount Note, the amount of principal
of this Note that becomes due and payable upon such acceleration shall be equal
to the amount calculated as set forth in Section 2(b) hereof.


 


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


 


If (1) a Tax Event
(defined below) as to the relevant Funding Agreement(s) occurs and (2)
Protective Life redeems the Funding Agreement in whole or in part, the Trust
will redeem the Notes, subject to the terms and conditions of Section 2.04
of the 


 


A-1-24

















 


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


 


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


 


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


 


Section
12.            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)           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


 


A-1-25

















 


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.


 


(c)           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.


 


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


 


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


 


(f)            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.


 


A-1-26

















 


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


 


A-1-27

















 


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-1-28

















 


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-1-29

















 


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”).


 


A-1-30

















 


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 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


 


A-1-31

















 


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.


 


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-1-32

















 


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 attach 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):


 


 


 


A-1-33

















 


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-1-34

















 


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: 


 


A-1-35

















 


Address: 


(Include Zip Code)


 


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


 


Dated:
                ,
20    


 


A-1-36

















 


[Annex A


 


Terms of Inflation Protected Note


 


 


Insert terms of Inflation Protected Note if the Note
is designated an Inflation Protected Note on the face hereof.]


 


A-1-37

















 


EXHIBIT A-2

TO AMENDED AND RESTATED 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 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 AMENDED AND RESTATED 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


 


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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


 


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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


 


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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.


 


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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:                                                  


 


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SCHEDULE I TO FORM OF INSTITUTIONAL DEFINITIVE NOTE


 


Amortization Table or Formula


 


A-3-27