SUPPLEMENTAL INDENTURE NO. 12

PROTECTIVE LIFE CORPORATION

SUPPLEMENTAL INDENTURE NO. 12

$400,000,000

7.375% Senior Notes due October 15, 2019

SUPPLEMENTAL INDENTURE NO. 12, dated as of October 9, 2009, from PROTECTIVE LIFE CORPORATION, a Delaware corporation (the “Company”), to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

The Company has heretofore executed and delivered to The Bank of New York a Senior Indenture, dated as of June 1, 1994 (the “Indenture”), providing for the issuance from time to time of series of the Company’s Securities.

The Company, The Bank of New York and the Trustee have heretofore entered into that certain Agreement of Resignation, Appointment and Acceptance effective as of August 25, 2006, providing for the resignation of The Bank of New York as Trustee under the Indenture and the appointment of the Trustee as successor to The Bank of New York as Trustee under the Indenture.

The Trustee changed its name to The Bank of New York Mellon Trust Company, N.A. effective October 1, 2006.

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

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

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

ARTICLE I

RELATION TO INDENTURE; DEFINITIONS

Section 1.1.    This Supplemental Indenture No. 12 constitutes an integral part of the Indenture.

Section 1.2.    For all purposes of this Supplemental Indenture No. 12:

Section 1.2.1.    Capitalized terms used herein without definition shall have the meanings specified in the Indenture;

Section 1.2.2.    All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 12; and

Section 1.2.3.    The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture No. 12.

ARTICLE II

THE SERIES 2009A SENIOR NOTES

Section 2.1.    TITLE OF THE SECURITIES.  There shall be a series of Securities designated the 7.375% Senior Notes due October 15, 2019 (the “Series 2009A Notes”).

Section 2.2.    LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES 2009A NOTES.  The aggregate principal amount of the Series 2009A Notes shall be limited to $400,000,000 or such higher principal amount as shall be outstanding as a result of the issuance of Additional Notes (as defined herein).  Each Series 2009A Note shall be dated the date of its authentication.

Section 2.3.    PRINCIPAL PAYMENT DATES.  The principal on the Series 2009A Notes Outstanding (together with any accrued and unpaid interest thereon) shall be payable in a single installment on October 15, 2019.

Section 2.4.    INTEREST AND INTEREST RATES.  The rate of interest on each Series 2009A Note shall be 7.375% per annum, accruing from October 9, 2009 or from the most recent Interest Payment Date to which interest on such Series 2009A Note has been paid or duly provided for.  Interest shall be payable in arrears on each Series 2009A Note semi-annually on April 15 and October 15 of each year (each an “Interest Payment Date”), commencing on April 15, 2010.  The interest so payable on any Series 2009A Note which is punctually paid or duly provided for on any Interest Payment Date shall be paid to the Person in whose name such Series 2009A Note is registered at the close of business on the April 1 or October 1, as the case may be, preceding such April 15 or October 15 (each a “Regular Record Date”).  The interest so payable on a Series 2009A Note which is not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Person in whose name such Series 2009A Note is registered on the relevant Regular Record Date, and such defaulted interest shall instead be payable to the Person in whose name such Series 2009A Note is registered on the Special Record Date or other specified date determined in accordance with the Indenture.

Section 2.5.    PLACE OF PAYMENT.  The Place of Payment where the Series 2009A Notes may be presented or surrendered for payment, where the Series 2009A Notes may be surrendered for registration of transfer or exchange and where notices and demands to and upon

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the Company in respect of the Series 2009A Notes and the Indenture may be served shall be in the Borough of Manhattan, The City of New York, New York, and the office or agency maintained by the Company for such purpose shall initially be the Corporate Trust Office of the Trustee.

Section 2.6.    ADDITIONAL COVENANTS.  For the benefit of the Holders from time to time of the Series 2009A Notes and in addition to the covenants set forth in Article 9 of the Indenture, the Company further covenants and agrees as follows:

Section 2.6.1.     Limitations on Disposition of Capital Stock of Restricted Subsidiaries. The Company will not, and will not permit any Subsidiary to, sell, assign, transfer or otherwise dispose of any shares of the capital stock of any Restricted Subsidiary unless the entire capital stock of such Restricted Subsidiary at the time owned directly or indirectly by the Company and its Subsidiaries shall be disposed of at the same time for a consideration consisting of cash or other property which the Board of Directors, as evidenced in a Board Resolution, has determined to be at least equal to the fair value thereof.  Notwithstanding the foregoing provision, (i) the Company shall be permitted to sell, assign, transfer or otherwise dispose of shares of the capital stock of a Restricted Subsidiary (A) to any director (or any individual nominated to become a director) of such Restricted Subsidiary but only to the extent ownership of such shares is required as directors’ qualifying shares for such director or individual and (B) to any Subsidiary; and (ii) any Restricted Subsidiary shall be permitted to sell, assign, transfer or otherwise dispose of shares of its capital stock or the capital stock of any other Restricted Subsidiary (A) to any director (or any individual nominated to become a director) of such Restricted Subsidiary but only to the extent ownership of such shares is required as directors’ qualifying shares for such director or individual, or (B) to the Company or any Subsidiary.

Section 2.6.2.     Limitations upon Creation of Liens on Capital Stock of Restricted Subsidiaries.

(a)           The Company will not, and will not permit any Restricted Subsidiary to, at any time directly or indirectly, issue, assume, guarantee or permit to exist any indebtedness secured by a Lien on the capital stock of any Restricted Subsidiary without making effective provision whereby the Series 2009A Notes then outstanding (and if the Company so elects, any other indebtedness ranking on a parity with the Series 2009A Notes) shall be equally and ratably secured with such indebtedness as to such property so long as such other indebtedness shall be so secured; provided, however, that the covenant set forth in this Section 2.6.2. will not be applicable to Liens (i) on the shares of stock of a subsidiary of a Person that is merged with or into the Company or a Subsidiary securing debt of such Person, which debt was outstanding prior to such merger, but only if such pledge and debt were not incurred in anticipation of such merger, (ii) in favor of the Company securing debt of a Restricted Subsidiary owed to the Company, (iii) for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which are being contested in good faith or which are less than $30,000,000, or (iv) created by or resulting from any litigation or legal proceeding being contested in good faith or which are less than $30,000,000.

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(b)           If the Company shall hereafter be required to secure the Series 2009A Notes equally and ratably with any other indebtedness pursuant to this Section 2.6.2., (i) the Company will promptly deliver to the Trustee an Officers’ Certificate stating that the foregoing covenant has been complied with and an Opinion of Counsel stating that in the opinion of such counsel the foregoing covenant has been complied with and that any instruments executed by the Company or any Restricted Subsidiary in the performance of the foregoing covenant comply with the requirements of the foregoing covenant and (ii) the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Holders of the Series 2009A Notes.

Section 2.6.3.    For purposes of this Section 2.6., “Restricted Subsidiary” shall mean any Subsidiary of the Company with assets greater than or equal to 20% of all assets of the Company and its Subsidiaries, computed and consolidated in accordance with generally accepted accounting principles.

Section 2.6.4.    For purposes of this Section 2.6., “Lien” shall mean any mortgage, pledge, lien, charge, security interest, conditional sale or other title retention agreement or other encumbrance of any nature whatsoever.

Section 2.7.    MODIFICATION OF EVENTS OF DEFAULT.  For the benefit of the Holders from time to time of the Series 2009A Notes, clause 4 of Section 5.1 of the Indenture is hereby modified by deleting such clause 4 in its entirety and replacing it with the following:

A default under any mortgage, agreement, indenture or instrument under which there may be issued, or by which there may be secured, guaranteed or evidenced any Debt of the Company (including this Indenture) whether such Debt now exists or shall hereafter be created, in an aggregate principal amount then outstanding of $25,000,000 or more, which default (a) shall constitute a failure to pay any portion of the principal of such Debt when due and payable or (b) shall result in such Debt becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not be rescinded or annulled, or such Debt shall not be paid in full, within a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of the Series 2009A Notes, a written notice specifying such event of default and requiring the Company to cause such acceleration to be rescinded or annulled or to pay in full such Debt and stating that such notice is a “Notice of Default” hereunder; (it being understood, however, that the Trustee shall not be deemed to have knowledge of such default under such agreement or instrument unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such default or (B) a Responsible Officer of the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such agreement or other instrument); PROVIDED, HOWEVER, that if such default under such mortgage, agreement, indenture or instrument is remedied or cured by the Company or waived by the holders of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of such Holders; PROVIDED, FURTHER, that the

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foregoing shall not apply to any secured Debt under which the obligee has recourse (exclusive of recourse for ancillary matters such as environmental indemnities, misapplication of funds, costs of enforcement and the like) only to the collateral pledged for repayment so long as the fair market value of such collateral does not exceed 2% of Total Assets at the time of the “default.”

Section 2.8.    REDEMPTION AT THE OPTION OF THE COMPANY.

Section 2.8.1.     Redemption Right at Company’s Option .  The Company has the right to redeem the Series 2009A Notes at its sole option, in whole or in part, at any time prior to October 15, 2019 at the Redemption Price (as defined below), together with accrued but unpaid interest on the principal amount to be redeemed to the redemption date, subject to the terms and conditions set forth in this Section 2.8.

Section 2.8.2.     Redemption Price.

(a)           The “Redemption Price” as to any date of redemption shall be equal to the greater of (i) 100% of the principal amount of the Series 2009A Notes to be redeemed on such redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Series 2009A Notes to be redeemed on such redemption date (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) calculated as of the third Business Day immediately preceding the applicable redemption date (the “Calculation Date”) plus 50 basis points. The Company shall give the Trustee notice of the amount of the applicable Redemption Price promptly after the calculation thereof, and the Trustee shall have no responsibility for such calculation.

(b)           The “Treasury Rate” with respect to any Calculation Date shall be (i) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (as defined below); provided that if no maturity is within three months before or after the Remaining Life (as defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month; or (ii) if such release (or any successor release) is not published during the week preceding the Calculation Date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Calculation Date.

(c)           “Calculation Agent” means one of the Reference Treasury Dealers (as defined below) appointed by the Senior Trustee after consultation with the Company, or if that firm is unwilling or unable to select the Comparable Treasury Issue, an investment

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banking institution of national standing appointed by the Trustee after consultation with the Company.

(d)           “Comparable Treasury Issue” means the U.S. Treasury security selected by the Calculation Agent as having a maturity comparable to the remaining term (“Remaining Life”) of the Series 2009A Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Series 2009A Notes.

(e)           “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations (as defined below) for such Calculation Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

(f)            “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer (as defined below) and any Calculation Date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent at 5:00 p.m., New York City time, on the Calculation Date.

(g)           “Reference Treasury Dealer” means each of Banc of America Securities LLC, Barclays Capital Inc., a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities, LLC and two Primary Treasury Dealers selected by the Company, and their respective successors; provided that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer.

Section 2.8.3.     Notice to Trustee.   If the Company wishes to redeem Series 2009A Notes pursuant to the terms hereof and of the Series 2009A Notes, it shall notify the Trustee of the redemption date and the principal amount of Series 2009A Notes to be redeemed.  The Company shall give the notice provided for in this Section not less than 45 nor more than 60 days prior to the redemption date.

Section 2.8.4.     Selection of Series 2009A Notes to be Redeemed.   If less than all the Series 2009A Notes are to be redeemed, the Trustee shall select the Series 2009A Notes to be redeemed by lot or by any other method the Trustee shall deem fair and reasonable.  The Trustee shall make the selection not more than 60 days before the redemption date from Series 2009A Notes then outstanding that have not been previously called for redemption.  The Trustee shall promptly notify the Company in writing of the Series 2009A Notes selected for redemption and, in the case of any Series 2009A Note selected for partial purchase or redemption, the principal amount thereof to be purchased or redeemed.  The Trustee may select for redemption portions of the principal of Series 2009A Notes that have denominations larger than $2,000.&