Common use of Notes in Foreign Currencies Clause in Contracts

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. EXHIBIT A-1 TO STANDARD INDENTURE TERMS FORM OF RETAIL GLOBAL NOTE THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (AS DEFINED ON THE REVERSE OF THIS NOTE) HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the trust or its agent for registration of transfer, exchange or payment, and unless any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. PROTECTIVE LIFE SECURED TRUST [ ]-[ ] INTERNOTE® REGISTERED NUMBER: CUSIP ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: $ INTEREST RATE: % STATED MATURITY DATE: ISSUE PRICE (as a percentage of the Principal Amount): INTEREST PAYMENT FREQUENCY (check applicable): o Monthly o Quarterly % o Semi-annual o Annual Collateral Held in the Trust: Protective Life Insurance Company Funding Agreement No. •, all proceeds, rights and books and records related thereto. Specified Currency: U.S. Dollars

Notes in Foreign Currencies. In the absence of any provision to the contrary in the form of Notes, whenever this the 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. EXHIBIT A-1 TO STANDARD INDENTURE TERMS FORM OF RETAIL GLOBAL NOTE THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (AS DEFINED ON THE REVERSE OF THIS NOTEHEREINAFTER DEFINED) HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Unless this certificate is presented by an authorized representative of The Depository Trust CompanyUNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, a New York corporation A NEW YORK CORPORATION (“"DTC”"), to the trust or its agent for registration of transferTO THE TRUST (HEREINAFTER DEFINED) OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and unless any certificate issued is registered in the name of Cede AND UNLESS ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as is requested by an authorized representative of 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 hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest hereinHAS AN INTEREST HEREIN. PROTECTIVE LIFE SECURED TRUST [ ]-[ ] INTERNOTE® REGISTERED NUMBERNO.: CUSIP ORIGINAL ISSUE DATENO.: PRINCIPAL AMOUNT: U.S. $ INTEREST RATE: % STATED MATURITY DATE: ISSUE PRICE (as a percentage of the Principal Amount): INTEREST PAYMENT FREQUENCY (check applicable): o Monthly o Quarterly % o SemiPRINCIPAL LIFE INCOME FUNDINGS TRUST [_____]-annual o Annual Collateral Held in the Trust: Protective Life Insurance Company Funding Agreement No. •, all proceeds, rights and books and records related thereto. Specified Currency: U.S. Dollars[___] PRINCIPAL(R) LIFE CORENOTES(SM)

Notes in Foreign Currencies. In the absence of any provision to the contrary in the form of Notes, whenever this the 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. EXHIBIT A-1 TO STANDARD INDENTURE TERMS FORM OF RETAIL GLOBAL NOTE THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (AS DEFINED ON THE REVERSE OF THIS NOTEHEREINAFTER DEFINED) HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Unless this certificate is presented by an authorized representative of The Depository Trust CompanyUNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, a New York corporation A NEW YORK CORPORATION (“"DTC”"), to the trust or its agent for registration of transferTO THE TRUST (HEREINAFTER DEFINED) OR ITS AGENT FOR REGISTRATION OF TRANSFER, exchange or paymentEXCHANGE OR PAYMENT, and unless any certificate issued is registered in the name of Cede AND UNLESS ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & Co. or such other name as requested by an authorized representative of CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (and any payment is made to Cede AND ANY PAYMENT IS MADE TO CEDE & Co. or such other entity as is requested by an authorized representative of 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 hereofINASMUCH AS THE REGISTERED OWNER HEREOF, Cede CEDE & Co.CO., has an interest hereinHAS AN INTEREST HEREIN. PROTECTIVE LIFE SECURED TRUST [ ]-[ ] INTERNOTE® REGISTERED NUMBERNO.: CUSIP ORIGINAL ISSUE DATENO.: PRINCIPAL AMOUNT: U.S. $ INTEREST RATE: % STATED MATURITY DATE: ISSUE PRICE (as a percentage of the Principal Amount): INTEREST PAYMENT FREQUENCY (check applicable): PRINCIPAL LIFE INCOME FUNDINGS TRUST o Monthly o Quarterly % o Semi-annual o Annual Collateral Held in the Trust: Protective Life Insurance Company Funding Agreement No. •, all proceeds, rights and books and records related thereto. Specified Currency: U.S. DollarsPRINCIPAL(R) LIFE CORENOTES(R)

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. EXHIBIT A-1 TO STANDARD INDENTURE TERMS FORM OF RETAIL GLOBAL NOTE THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (AS DEFINED ON THE REVERSE OF THIS NOTE) HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the trust or its agent for registration of transfer, exchange or payment, and unless any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. PROTECTIVE LIFE SECURED TRUST [ ]-[ ] INTERNOTE® REGISTERED NUMBER: CUSIP ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: $ INTEREST RATE: % STATED MATURITY DATE: ISSUE PRICE (as a percentage of the Principal Amount): INTEREST PAYMENT FREQUENCY (check applicable): o Monthly o Quarterly % o Semi-annual o Annual Collateral Held in the Trust: Protective Life Insurance Company Funding Agreement No. •, all proceeds, rights and books and records related thereto. Specified Currency: U.S. Dollars