0001047469-04-006397 Sample Contracts

OMNIBUS INSTRUMENT
Omnibus Instrument • March 3rd, 2004 • Protective Life Insurance Co • Life insurance • New York

WHEREAS, parties named herein desire to enter into certain Program Documents, each such document dated as of the date specified in this Omnibus Instrument, relating to the issuance by Protective Life Secured Trust 2004-8 (the "Trust") of Notes to investors under Protective Life Insurance Company's ("Protective Life") secured notes program;

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STANDARD LICENSE AGREEMENT TERMS
Standard License Agreement • March 3rd, 2004 • Protective Life Insurance Co • Life insurance • Delaware

This Standard License Agreement Terms, dated as of November 7, 2003, that may be incorporated by reference in one or more License Agreements (included in Section D of the Omnibus Instrument as defined below) between Protective Life Corporation (the "Licensor"), a Delaware corporation with its principal place of business at 2801 Highway 280 South, Birmingham, Alabama 35223, and the Protective Life Secured Trust specified in the Omnibus Instrument, (the "Licensee") a Delaware statutory trust with an address at c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

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