AMENDED AND RESTATED GUARANTY

THIS AMENDED AND RESTATED GUARANTY (this " Guaranty ") is made as of January 11, 2007, by PROTECTIVE LIFE CORPORATION, a Delaware corporation (the " Guarantor "), in favor of Wachovia Development Corporation (the "Lessor"), for the ratable benefit of the Lessor and the Lease Participants (as defined below).

WHEREAS, pursuant to the Original Ground Lease (as this and other terms used in these recitals are defined in accordance with Section 1 below), WCI acquired a ground lease of certain real property located in Jefferson County, Alabama, and, pursuant to the Original Lease Documents, constructed and installed on the Site an annex office building and a related parking deck and related enhancements and improvements, including furniture, fixtures and equipment, all of which comprise the Facility; and

WHEREAS, pursuant to the Original Lease Documents, Protective Life Insurance Company (together with any successor or permitted assign under the terms of the Operative Documents, the “ Company ”), as agent for WCI under the Original Agency Agreement, completed the construction and installation of all such enhancements and improvements on the Site and agreed to provide operations, maintenance and management support for the Facility; and

WHEREAS, in order to finance the acquisition of WCI’s ground lease of the Site and the construction of the Facility on the Site for the ultimate use and benefit of the Company in accordance with the Original Lease Agreement, the Company, WCI (as lessor) and certain “Lease Participants” entered into the Original Investment Agreement, whereby WCI, as lessor, made certain advances in an aggregate amount of $75,000,000 and the Lease Participants, among other things, made certain advances in exchange for Ownership Interests in the Facility; and

WHEREAS, to induce WCI and the Lease Participants to enter into the Original Investment Agreement and other Original Lease Documents, the Guarantor executed and delivered the Original Guaranty Agreement in favor of WCI (for the ratable benefit of the Lease Participants); and

WHEREAS, WCI has assigned 100% of its right, title, and interest in and to the Original Lease Documents to Lessor pursuant to the terms of the Lessor Assignment Agreement; and

WHEREAS, the Company has requested to refinance and extend the maturity of the Original Lease Agreement by, among other things, entering into that certain Amended and Restated Ground Lease dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “ Ground Lease ”), that certain Amended and Restated Investment and Participation Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “ Investment Agreement ”), and that certain Amended and Restated Lease Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “ Lease ”); and

WHEREAS, to induce the Lessor to enter into the Ground Lease, the Investment Agreement, and the Lease, among other things, the Guarantor has agreed to execute and deliver this Guaranty (as an amendment and restatement of the Original Guaranty Agreement), whereby the Guarantor amends and restates its agreement to guarantee the obligations of the Company to the Lessor (for itself and for the ratable benefit of the Lease Participants) under the Operative Documents (including, without limitation, the Investment Agreement and the Lease);

NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:

SECTION 1. Definitions . Terms defined in the Investment Agreement or in Schedule 1.02 to the Investment Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein.

SECTION 2. Incorporation of Representations, Warranties and Covenants . The representations, warranties and covenants of the Guarantor contained in Articles VII and VIII of the Investment Agreement are incorporated herein by reference, and the Guarantor shall be bound thereby as fully as if they were set forth herein.

SECTION 3. The Guaranty . The Guarantor, as primary obligor and not merely as surety, hereby irrevocably and unconditionally guarantees  the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) when due of all obligations of, and all amounts owing by, the Company (but not of the Lessor) under the Lease, the Investment Agreement, and all other Operative Documents, including, without limitation:

(a)   all obligations to pay Rent, Impositions, Taxes, Other Taxes, Support Expenses, the Termination Value where the Company has not elected to acquire the Facility by payment of the Purchase Price upon the occurrence of a Cancellation Event, the Purchase Price where the Company elects to acquire the Facility, increased costs and compensation for reduced returns under Section 5.03 of the Investment Agreement, compensation under Section 5.05 of the Investment Agreement, expenses and indemnities under Section 11.03 of the Investment Agreement and all other terms and provisions of the Operative Documents and otherwise, and Yield or interest at the Default Rate in respect of overdue Rent, Yield and all other amounts owing or payable of whatever nature, and

(b)   the full and punctual performance when due of all obligations and agreements of the Company to or in favor of the Lessor or the Lease Participants under the Lease, the Investment Agreement, and all other Operative Documents, including, without limitation, the Company's obligation to return the Facility to the Lessor in accordance with Section 16 of the Lease if the Company has not elected to acquire the Facility (all of the foregoing obligations in clauses (a) and (b) above being referred to collectively as the " Guaranteed Obligations "; provided , that notwithstanding anything herein to the contrary, if no Cancellation Event has occurred, and the Company has elected to pay the Final Rent Payment in accordance with Section 15(a)(ii)(B) of the Lease, the Company shall have no obligation to pay the Unrecovered Lessor Investments attributable to that portion of the B Percentage Lessor Investments which constitute the Non-Recourse Amount, which under such circumstances shall not constitute a part of the Guaranteed Obligations), and agrees to pay any and all expenses (including reasonable attorneys' fees and expenses) incurred by the Lessor, the Lease Participants and their respective successors, transferees and assigns in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Lessor or the Lease Participants but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar case or proceeding involving the Company. For purposes of determining when an obligation is " due " for purposes of this Guaranty, such term shall be interpreted to mean due in accordance with the terms of this Guaranty and without regard to the amendment, modification or rejection of any Guaranteed Obligation in any bankruptcy or other reorganization case or proceeding.

Unless otherwise directed in writing by Lessor, Guarantor acknowledges and agrees that, in accordance with Section 10.02 of the Investment Agreement, all payments to be made by Guarantor hereunder shall be made directly to the Administrative Agent, on behalf of the Lessor and the Lease Participants, and the Administrative Agent, in turn, will apply all of such payments so made in accordance with the applicable terms of the Operative Documents. All such payments actually received by the Administrative Agent shall constitute constructive receipt thereof by the Lessor.

SECTION 4. Guaranty Unconditional . The Guarantor guarantees that the Guaranteed Obligations will be paid and performed strictly in accordance with their terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Company with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Company or any of its Affiliates or whether the Company or an