Exhibit
4.6


 


 


FORM OF OMNIBUS INSTRUMENT


 


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


2

















 


SECTION
A


 


Trust Agreement


 


 


Section A-1.          Delaware Statutory Trust


 


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


 


STATUTORY
TRUST AGREEMENT 

by and among

AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator

and

Wilmington Trust Company, as Delaware Trustee 




 


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


 


W
I T N E S S E T H:


 


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


 


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


 


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


 


WHEREAS, the
parties hereto desire to incorporate by reference those certain Standard Statutory
Trust Terms, dated November 7, 2003 (the “Standard Statutory Trust Terms”),
filed as Exhibit 4.7 to Protective Life Insurance Company’s Registration


 


3

















 


Statement
on Form S-3 (Registration No. 333-100944) and all capitalized terms not
otherwise defined herein (including the recitals hereof) shall have the meaning
set forth in the Standard Statutory Trust Terms (the Standard Statutory Trust
Terms and this Statutory Trust Agreement, collectively, the “Trust Agreement”).


 


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


 


ARTICLE
1


 


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


 


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


 


ARTICLE
2


 


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


 


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


 


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


 


4

















 


Section 2.04  Additional
Terms.  Notwithstanding any
provision of the Standard Statutory Trust Terms to the contrary, “Pricing
Supplement” means the Pricing Supplement as defined in the recitals of the
Omnibus Instrument.


 


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


 


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


 


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


 


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


 


5

















 


Section A-2.          Delaware Common Law Trust


 


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


 


COMMON
LAW TRUST AGREEMENT 

by and among

AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator

and

Wilmington Trust Company, as Trustee


 


 


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


 


W
I T N E S S E T H:


 


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


 


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


 


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


 


WHEREAS, the
parties hereto desire to incorporate by reference those certain Standard Common
Law Trust Terms, dated November 7, 2003 (the “Standard Common Law Trust
Terms”), filed as Exhibit 4.9 to Protective Life Insurance Company’s
Registration Statement on Form S-3 (Registration No. 333-100944) and all
capitalized terms not otherwise defined herein (including the recitals hereof)
shall have the meaning set forth in the Standard Common Law Trust Terms (the
Standard Common Law Trust Terms and this Common Law Trust Agreement,
collectively, the “Trust Agreement”).


 


6

















 


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


 


ARTICLE
1


 


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


 


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


 


ARTICLE
2


 


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


 


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


 


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


 


Section 2.04  Additional
Terms.  Notwithstanding any
provision of the Standard Common Law Trust Terms to the contrary, “Pricing
Supplement” means the Pricing Supplement as defined in the recitals of the
Omnibus Instrument.


 


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


 


7

















 


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


 


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


 


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


 


8

















 


SECTION B


 


Administrative Services Agreement


 


 


ADMINISTRATIVE
SERVICES AGREEMENT 

by and among

The Protective Life Secured Trust 

specified in the Omnibus Instrument

and

AMACAR Pacific Corp.,
 as Administrator 




 


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


 


W
I T N E S S E T H:


 


 


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


 


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


 


WHEREAS, the
parties hereto desire to incorporate by reference those certain Standard
Administrative Services Terms, dated November 7, 2003 (the “Standard
Administrative Services Terms”), filed as Exhibit 4.12 to Protective Life
Insurance Company’s Registration Statement on Form S-3 (Registration No.
333-100944) and all capitalized terms not otherwise defined herein (including
the recitals hereof) shall have the meaning set forth in the Standard
Administrative Services Terms (the Standard Administrative Services Terms and
this Administrative Services Agreement, collectively, the “Administrative
Services Agreement”).


 


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


 


9

















 


ARTICLE
1


 


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


 


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


 


ARTICLE
2


 


Section 2.01  Additional Terms.  Notwithstanding any provision of the
Standard Administrative Services Terms to the contrary, “Pricing Supplement”
means the Pricing Supplement as defined in the recitals of the Omnibus
Instrument.


 


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


 


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


 


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


 


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


 


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


 


10

















 


SECTION C


 


Expense and Indemnity Agreement


 


 


EXPENSE
AND INDEMNITY AGREEMENT


 


 


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


 


WHEREAS, in
consideration of the Service Providers (as defined in the Standard Expense and
Indemnity Agreement Terms, dated November 7, 2003 (the “Standard Expense and
Indemnity Agreement Terms”), filed as Exhibit 10.1 to Protective Life
Insurance Company’s Registration Statement on Form S-3 (Registration No.
333-100944)) providing services to the Trust in connection with the Program and
pursuant to the Program Documents under which the Service Providers will have
certain duties and obligations, Protective Life hereby agrees to the following
compensation arrangements and terms of indemnity; and


 


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


 


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


 


ARTICLE
1


 


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


 


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


 


11

















 


ARTICLE
2


 


Section 2.01  Additional Terms.  Notwithstanding any provision of the
Standard Expense and Indemnity Agreement Terms to the contrary, “Pricing Supplement”
means the Pricing Supplement as defined in the recitals of the Omnibus
Instrument.


 


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


 


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


 


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


 


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


 


12

















 


SECTION D


 


License Agreement


 


 


LICENSE
AGREEMENT


 


 


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


 


W
I T N E S S E T H:


 


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


 


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


 


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


 


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


 


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


 


ARTICLE
1


 


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


 


13

















 


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


 


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


 


ARTICLE
2


 


Section 2.01  Additional
Terms.  None


 


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


 


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


 


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


 


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


 


14

















 


SECTION E


 


Indenture


 


 


INDENTURE


 


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


 


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


 


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


 


W
I T N E S S E T H:


 


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


 


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


 


WHEREAS, the
parties hereto desire to incorporate by reference those certain Amended and
Restated Standard Indenture Terms dated as of June 10, 2004 (the “Amended and
Restated Standard  Indenture Terms”), filed as Exhibit 4.1 to
Protective Life Insurance Company’s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 10, 2004 and all capitalized terms
not otherwise defined herein (including the recitals hereof) shall have the
meaning set forth in the Amended and Restated Standard Indenture Terms (the
Amended and Restated Standard Indenture Terms and this Indenture, collectively,
the “Indenture”);


 


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


 


15

















 


ARTICLE
1


 


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


 


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


 


ARTICLE
2


 


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


 


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


 


Section 2.03  Additional
Terms.  None.


 


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


 


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


 


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


 


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


 


16

















 


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


 


17

















 


SECTION F


 


Selling Agent Agreement


 


 


SELLING
AGENT AGREEMENT

by and among

The Protective Life Secured Trust

specified in the Omnibus Instrument

and

Protective Life Insurance Company

and

The Agents specified in the Pricing Supplement


 


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


 


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


 


ARTICLE
1


 


Section 1.01  Incorporation
by Reference.  All terms, provisions
and agreements set forth in the Standard Selling Agent Agreement Terms, dated
as of November 7, 2003 (the “Standard Selling Agent Agreement Terms”),
filed as Exhibit 1.1 to Protective Life Insurance Company’s Registration
Statement on Form S-3 (Registration No. 333-100944) (except to the extent
expressly modified herein) are hereby incorporated herein by reference with the
same force and effect as though fully set forth herein and all capitalized
terms not otherwise defined herein (including recitals hereof) shall have the
meanings set forth in the Standard Selling Agent Agreement Terms (the Standard
Selling Agent Agreement Terms and this Selling Agent Agreement, collectively,
the “Selling Agent Agreement”). 
To the extent that the terms set forth in Article 2 of this Agreement
are inconsistent with the terms of the Standard Selling Agent Agreement Terms,
the terms set forth in Article 2 herein shall apply.


 


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


 


18

















 


ARTICLE
2


 


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


 


ARTICLE
3


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


20

















 


SECTION G


 


Distribution Agreement


 


 


DISTRIBUTION
AGREEMENT

by and among

The Protective Life Secured Trust

specified in the Omnibus Instrument

and

Protective Life Insurance Company

and

The Dealers specified in the Pricing Supplement


 


 


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


 


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


 


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


 


WHEREAS, the
parties hereto desire to incorporate by reference those certain Standard
Distribution Agreement Terms, dated as of November 7, 2003 (the “Standard Distribution Agreement Terms”),
filed as Exhibit 1.3 to Protective Life Insurance Company’s Registration
Statement on Form S-3 (Registration No. 333-100944) and all capitalized terms
not otherwise defined herein (including the recitals hereof) shall have the
meaning set forth in the Standard Distribution Agreement Terms (the Standard
Distribution Agreement Terms and this Distribution Agreement, collectively, the
“Distribution Agreement”).


 


21

















 


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


 


ARTICLE 1


 


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


 


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


 


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


 


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


 


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


 


22

















 


shall be necessary, in the opinion of any such counsel, to amend or
supplement the Registration Statement or amend or supplement the Prospectus in
order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations, as applicable, the Company shall give prompt notice, confirmed in
writing, to the Dealer(s) to cease the solicitation of offers for the purchase
of Notes in their capacity as agent, if applicable, and to cease sales of any
Notes they may then own as principal, and the Company will promptly prepare and
file with the Commission such amendment or supplement as may be necessary to
correct such statement or omission or to make the Registration Statement and
Prospectus comply with such requirements, and the Company will furnish to the
Dealer(s), without charge, such number of copies of such amendment or
supplement as the Dealer(s) may reasonably request.


 


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


 


ARTICLE
2


 


Section 2.01  Purchase/Solicitation
of Purchases of Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


ARTICLE
3


 


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


 


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


 


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


 


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


 


24

















 


SECTION H


 


COORDINATION AGREEMENT


 


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


 


W
I T N E S S E T H:


 


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


 


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


 


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


 


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


 


ARTICLE
1


 


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


 


Section 1.02           Issuance and Purchase of the Notes.


 


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


 


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


 


25

















 


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


 


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


 


ARTICLE
2


 


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


 


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


 


ARTICLE
3


 


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


 


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


 


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


 


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


 


26

















 


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


 


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


 


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


 


ARTICLE
4


 


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


 


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


 


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


 


27

















 


SECTION I


 


Miscellaneous and Execution Pages


 


 


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


 


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


 


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


 


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


 


28

















 


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


 


 


	
   

  	
  PROTECTIVE LIFE
  CORPORATION (in

  executing below agrees and becomes a party

  to the License Agreement set forth in

  Section D herein).

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


Protective Life Secured Trust
20[   ]-[   ]

Omnibus Instrument


Execution Page 1
of 7

















 


	
   

  	
  PROTECTIVE LIFE
  INSURANCE

  COMPANY (in executing below agrees and

  becomes a party to (i) the Expense and

  Indemnity Agreement set forth in Section C

  herein, (ii) if the Trust is issuing InterNotes®

  to retail investors, the Selling Agent

  Agreement set forth in Section F herein, (iii) if

  the Trust is issuing secured medium-term

  notes to institutional investors, the

  Distribution Agreement set forth in Section G

  herein and (iv) the Coordination Agreement

  set forth in Section H herein).

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Protective Life Secured Trust 20[   ]-[   ]

Omnibus Instrument


Execution Page 2
of 7

















 


	
   

  	
  PROTECTIVE LIFE
  SECURED TRUST

  specified in the Omnibus Instrument (in

  executing below agreement and becomes a

  party to (i) the Administrative Services

  Agreement set forth in Section B herein,

  (ii) the Expense and Indemnity Agreement set

  forth in Section C herein, (iii) the License

  Agreement set forth in Section D herein,

  (iv) the Indenture set forth in Section E herein

  (v) if the Trust is issuing InterNotes® to retail

  investors, the Selling Agent Agreement set

  forth in Section F herein, (vi) if the Trust is

  issuing secured medium-term notes to

  institutional investors, the Distribution

  Agreement set forth in Section G herein and

  (vii) the Coordination Agreement set forth in

  Section H herein).

  
	
   

  	
   

  
	
   

  	
  By: Wilmington
  Trust Company, solely in its

  capacity as trustee of the Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Protective Life Secured Trust
20[   ]-[   ]

Omnibus Instrument


Execution Page 3
of 7

















 


	
   

  	
  WILMINGTON TRUST
  COMPANY (in

  executing below agrees and becomes a party

  to (i) (a) if the Trust is a Delaware statutory

  trust, the Statutory Trust Agreement set forth

  in Section A-1 herein as Delaware Trustee or

  (b) if the Trust is a Delaware common law

  trust, the Common Law Trust Agreement set

  forth in Section A-2 herein as trustee and

  (ii) the Expense and Indemnity Agreement set

  forth in Section C herein).

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


Protective Life Secured Trust 20[   ]-[   ]

Omnibus Instrument


Execution Page 4
of 7

















 


	
   

  	
  AMACAR PACIFIC
  CORP. (in executing

  below agrees and becomes a party to (i) the

  Statutory Trust Agreement or Common Law

  Trust Agreement set forth in Sections A-1 and

  A-2, respectively, as the case may be, as Trust

  Beneficial Owner and Administrator, (ii) the

  Administrative Services Agreement, set forth

  in Section B herein as Administrator and (iii)

  the Expense and Indemnity Agreement as set

  forth in Section C herein).

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Protective Life Secured Trust
20[   ]-[   ]

Omnibus Instrument


Execution Page 5
of 7

















 


	
   

  	
  THE BANK OF NEW
  YORK (in executing

  below agrees and becomes a party to (i) the

  Indenture set forth in Section E herein, not in

  its individual capacity but solely in its

  capacity as Indenture Trustee, Registrar,

  Transfer Agent, Paying Agent and Calculation

  Agent, (ii)  the Expense and Indemnity

  Agreement set forth in Section C herein, not in

  its individual capacity but solely in its

  capacity as Indenture Trustee and (iii) the

  Coordination Agreement set forth in Section

  H herein, not in its individual capacity but

  solely in its capacity as Indenture Trustee).

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Protective Life Secured Trust
20[   ]-[   ]

Omnibus Instrument


Execution Page 6
of 7

















 


	
   

  	
  LEHMAN BROTHERS
  INC.1 (in executing

  below agrees and becomes a party to the

  Distribution Agreement set forth in Section G

  herein).

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INCAPITAL LLC
  (in executing below agrees

  and becomes a party to the Selling Agent

  Agreement set forth in Section F herein on

  behalf of itself and each of the agents named

  in the Pricing Supplement).

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 












1               Insert name of the relevant
Dealer(s) if other than, or in addition to, Lehman Brothers Inc.


 


Protective Life Secured Trust
20[   ]-[   ]

Omnibus Instrument


Execution Page 7 of 7

















 


SCHEDULE
1


 


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


 


Selling Agent Agreement Specifications


 


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


 


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


 


[c/o Incapital LLC

One North LaSalle Street, Suite 3500

Chicago, Illinois 60602]]


 


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


 


Distribution Agreement Specifications


 


 


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


 


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


 


[Lehman Brothers Inc.

745 Seventh Avenue

New York, NY 10019

Attn: Medium Term Note Desk

Telecopy No.:  212 526 0943]]


 


1