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                                                                  EXHIBIT 4.3
                                                             [EXECUTION COPY]

                           PROTECTIVE LIFE CORPORATION

                                       to

                              THE BANK OF NEW YORK
                         (as successor to AmSouth Bank)
                                   as Trustee

                                ----------------

                          SUPPLEMENTAL INDENTURE No. 6
                         Dated as of September 25, 2002

                                ----------------

                         7-1/4% Subordinated Debentures
                               Due 2032, Series E
                                  $118,557,000

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                           PROTECTIVE LIFE CORPORATION
                          SUPPLEMENTAL INDENTURE No. 6
                                  $118,557,000
                         7-1/4% Subordinated Debentures
                               Due 2032, Series E

          SUPPLEMENTAL INDENTURE No. 6, dated as of September 25, 2002 from
PROTECTIVE LIFE CORPORATION, a Delaware corporation (the "Company"), to THE BANK
OF NEW YORK (as successor to AmSouth Bank), as trustee (the "Trustee").

                                    RECITALS

          The Company has heretofore executed and delivered to the Trustee a
Subordinated Indenture, dated as of June 1, 1994 as supplemented and amended by
Supplemental Indenture No. 1, dated as of June 9, 1994, Supplemental Indenture
No. 2, dated as of August 1, 1994, Supplemental Indenture No. 3, dated as of
April 29, 1997, Supplemental Indenture No. 4, dated as of November 20, 1997 and
Supplemental Indenture No. 5, dated as of August 22, 2001 (as so supplemented
and amended, the "Indenture"), providing for the issuance from time to time of
series of the Company's Securities.

          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 1

                       Relation to Indenture; Definitions

          Section 1.1. This Supplemental Indenture No. 6 constitutes an integral
part of the Indenture.

          Section 1.2. For all purposes of this Supplemental Indenture No. 6:

          (1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;

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          (2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture No. 6; and

          (3) The terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Supplemental Indenture No. 6.

                                    ARTICLE 2

                            The Series of Securities

          Section 2.1. TITLE OF THE SECURITIES. There shall be a series of
Securities designated the "7-1/4% Subordinated Debentures Due 2032, Series E"
(hereinafter, the "Securities").

          Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF
SECURITIES. The aggregate principal amount of the Securities shall be limited to
$118,557,000. Each Security shall be dated the date of its authentication.

          Section 2.3. PRINCIPAL PAYMENT DATES. The principal amount of the
Securities Outstanding (together with any accrued and unpaid interest thereon)
shall be payable in a single installment on September 25, 2032.

          Section 2.4. INTEREST AND INTEREST RATES. The rate of interest on each
Security shall be 7-1/4% per annum, accruing from September 25, 2002 and,
subject to Section 2.5, interest shall be payable, in arrears, on March 30, June
30, September 30 and December 30 of each year (each an "Interest Payment Date"),
commencing December 30, 2002. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of twelve 30-day months and a
360-day year and, for any period that is shorter than a full 90-day quarter,
will be calculated on the basis of the actual number of days elapsed in such
period. In the event that any date on which interest is payable on a Security is
not a Business Day, then payment of the interest payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date. The interest so payable on any Security which is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Security is registered at the close of business
on the Regular Record Date for such Interest Payment Date, which, for purposes
of this Supplemental Indenture No. 6, shall be the Business Day preceding such
Interest Payment Date; provided, that in the event the Securities shall not
continue to remain in book-entry only form, the record dates shall be the March
15, June 15, September 15 and December 15 prior to the applicable Interest
Payment Date. The interest so payable on any Security 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 Security is registered on the
relevant Regular Record Date, and such defaulted interest shall instead be
payable to the Person in whose

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name such Security is registered on the special record date or other specified
date determined in accordance with the Indenture.

          Section 2.5. EXTENSION OF INTEREST PAYMENT PERIOD. Notwithstanding
anything contained herein or in the Indenture to the contrary, the Company shall
have the right at any time, and from time to time, during the term of the
Securities to defer payments of interest by extending the interest payment
period to the next Interest Payment Date by one or more quarterly periods not
exceeding 20 consecutive quarters (each such period, an "Extension Period"), but
no such Extension Period may extend beyond September 25, 2032. At the end of any
such Extension Period, the Company shall pay all interest then accrued and
unpaid (including any Additional Interest, as hereinafter defined) together with
interest thereon compounded quarterly at the rate specified for the Securities
to the extent permitted by applicable law ("Compound Interest"); PROVIDED, that
during any such Extension Period, (a) the Company shall not declare or pay
dividends on, make any distribution with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to any of its capital stock
(other than (i) purchases or acquisitions of shares of the Company's common
stock in connection with the satisfaction by the Company of its obligations
under any employee benefit plans or the satisfaction by the Company of its
obligation pursuant to any contract or security requiring it to purchase shares
of its common stock, (ii) as a result of a reclassification of the Company's
capital stock or the exchange or conversion of one class or series of the
Company's capital stock for another class or series of its capital stock, (iii)
the purchase of fractional interests in shares of the Company's capital stock
pursuant to an acquisition or the conversion or exchange provisions of such
capital stock or the security being converted or exchanged, and (iv) redemptions
or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995,
between the Company and The Bank of New York (as successor to AmSouth Bank) as
Rights Agent), (b) the Company shall not make any payment of principal, premium,
if any, or interest on or repay, repurchase or redeem any debt securities issued
by the Company that rank PARI PASSU with or junior to the Securities and (c) the
Company shall not make any guarantee payments with respect to the foregoing
(other than pursuant to the Preferred Securities Guarantee Agreement, dated as
of September 25, 2002 of the Company (the "Guarantee") with respect to the
7-1/4% Trust Originated Preferred Securities (the "Preferred Securities") issued
by PLC Capital Trust IV ("PLC Capital"), the Common Securities Guarantee
Agreement, dated as of September 25, 2002 of the Company (the "Common
Guarantee," and together with the Guarantee, the "Guarantees") with respect to
the 7-1/4% Trust Originated Common Securities (the "Common Securities," and
together with the Preferred Securities, the "Trust Securities") issued by PLC
Capital and the Preferred Securities Guarantee Agreement, dated as of April 29,
1997 of the Company (the "Series B Preferred Guarantee") with respect to the
8-1/4% Trust Originated Preferred Securities, Series B of PLC Capital Trust I
and the Common Securities Guarantee Agreement, dated as of April 29, 1997 of the
Company (the "Series B Common Guarantee") with respect to the 8-1/4% Trust
Originated Common Securities and the Preferred Securities Guarantee Agreement
dated as of August 22, 2001 of the Company (the "Series D Preferred Guarantee")
with respect to the 7-1/2% Trust Originated Preferred Securities Series D of PLC
Capital Trust III and the Common Securities Guarantee Agreement, dated as of
August 22, 2001 of the Company (the "Series D Common Guarantee") with respect to
the 7-1/2% Trust Originated Common Securities. Prior to the termination of any
such Extension Period,

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the Company may further defer payments of interest by extending the interest
payment period; PROVIDED, HOWEVER, that, such Extension Period, including all
such previous and further extensions, may not exceed 20 consecutive quarters or
beyond the Stated Maturity. Upon the termination of any Extension Period and the
payment of all amounts then due, the Company may commence a new Extension
Period, subject to the terms set forth in this section. No interest shall be due
and payable during any Extension Period, except at the end thereof, but the
Company may prepay at any time all or any portion of the interest accrued during
an Extension Period. If the Institutional Trustee (as defined in the Amended and
Restated Declaration of Trust of PLC Capital Trust IV, dated as of September 25,
2002 (the "Declaration of Trust")) shall be the sole holder of the Securities,
the Company shall give the Regular Trustees (as defined in the Declaration of
Trust), the Institutional Trustee (as defined in the Declaration of Trust) and
the Indenture Trustee, notice of its selection of such Extension Period one
Business Day prior to the earlier of (i) the date distributions on the Preferred
Securities are payable or (ii) the date the Regular Trustees are required to
give notice of the record date or the date such distribution is payable to the
New York Stock Exchange (or other applicable self-regulatory organization) or to
holders of the Preferred Securities, but in any event at least one Business Day
before such record date. If the Institutional Trustee shall not be the sole
holder of the Securities, the Company shall give the holders of the Securities
notice of its selection of such Extension Period at least 10 Business Days prior
to the earlier of (i) the Interest Payment Date or (ii) the date upon which the
Company is required to give notice of the record or payment date of such
interest payment to the New York Stock Exchange (or other applicable
self-regulatory organization) or to holders of the Securities. The quarter in
which any notice is given pursuant to this Section 2.5 shall be counted as one
of the 20 quarters permitted in the maximum Extension Period permitted
hereunder.

          Section 2.6. PLACE OF PAYMENT. The Place of Payment where the
Securities issued in certificated form may be presented or surrendered for
payment, where such Securities may be surrendered for registration of transfer
or exchange and where notices and demands to and upon the Company in respect of
such Securities and the Indenture may be served shall be the Corporate Trust
Office of the Trustee; provided, however, that payment of interest may be made
at the option of the Company by checks mailed to the Holders at such addresses
as shall appear in the Register. Notwithstanding the foregoing, so long as the
Holder of any Securities is the Institutional Trustee, the payment of the
principal of and interest (including Compound Interest and Additional Interest,
if any) on such Securities held by the Institutional Trustee will be made at
such place and to such account as may be designated by the Institutional
Trustee.

          Section 2.7. REDEMPTION. Subject to the terms and conditions of
Article 10 of the Indenture:

          (1) OPTIONAL REDEMPTION. The Company may redeem the Securities in
whole at any time or in part from time to time, in each case on or after
September 25, 2007, but prior to the Stated Maturity, upon not less than 30 nor
more than 60 days' notice, at a redemption price equal to 100% of the principal
amount of the Securities to be redeemed plus any accrued and unpaid interest,
including Additional Interest, if any, to the date fixed for redemption (the
"Redemption Price").

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          (2) The Company will have the right at any time to dissolve PLC
Capital and cause the Securities to be distributed to the holders of the Trust
Securities in accordance with the Declaration of Trust.

          (3) SPECIAL EVENT REDEMPTION.

              (i) If, at any time, a Tax Event or an Investment Company Event
(each as defined below, and each a "Special Event") has occurred and is
continuing, the Company shall have the right, upon not less than 30 nor more
than 60 days notice, to redeem the Securities in whole but not in part, for cash
in the amount of the Redemption Price, within 90 days following the occurrence
of such Special Event, and, following such redemption, Trust Securities with an
aggregate liquidation amount equal to the aggregate principal amount of the
Securities so redeemed shall be redeemed by PLC Capital at the Redemption Price;
PROVIDED, HOWEVER, that if at the time there is available to the Company or the
Trust the opportunity to eliminate, within such 90 day period, the Tax Event by
taking some ministerial action, such as filing a form or making an election or
pursuing some other similar reasonable measure that has no adverse effect on PLC
Capital, the Company or the holders of the Trust Securities, the Company or PLC
Capital will pursue such measure in lieu of a redemption. If the Company does
not elect either to distribute the Securities to the holders of the Preferred
Securities in liquidation of PLC Capital or to redeem the Securities, the Trust
Securities shall remain outstanding and, in the event a Special Event is
continuing, Additional Interest (as defined in Section 2.18) will be payable on
the Securities.

              (ii) "Tax Event" means the receipt by the Company of an opinion
of a nationally recognized independent tax counsel experienced in such matters
to the effect that, as a result of (A) any amendment to, or change (including
any announced prospective change) in, on or after the day before the date of
issuance of the Preferred Securities under the Declaration of Trust, the laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (B) any interpretation or
application of, or pronouncement with respect to, such laws or regulations by
any legislative body, court, governmental agency or regulatory authority, which
amendment or change is effective or which interpretation, application or
pronouncement is announced on or after the day before the date of issuance of
the Preferred Securities under the Declaration of Trust, there is more than an
insubstantial increase in the risk that (x) PLC Capital is, or will be within 90
days of the date thereof, subject to U.S. federal income tax with respect to
income received or accrued on the Securities, (y) interest payable by the
Company on the Securities is not, or within 90 days of the date thereof, will
not be, deductible, in whole or in part, for U.S. federal income tax purposes,
or (z) PLC Capital is, or will be within 90 days of the date thereof, subject to
more than a de minimis amount of other taxes, duties or other governmental
charges.

              (iii) "Investment Company Event" means that the Regular Trustees
shall have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act (an "Investment Company
Event Opinion") that, as a result of the

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occurrence of a change in law or regulation or a written change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is a more than an insubstantial risk that the Trust is or will be
considered an Investment Company which is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after the date of the Prospectus Supplement dated September 25, 2002 relating to
the offer and sale of the Preferred Securities (the "Prospectus Supplement").

          (4) The Securities are not entitled to the benefit of any sinking
fund.

          (5) If Securities are distributed to the holders of the Preferred
Securities, (i) the Company will use its best efforts to cause the Securities to
be listed on the New York Stock Exchange or on such other exchange as the
Preferred Securities are then listed, and (ii) the Indenture, this Supplemental
Indenture No. 6 and the terms of the Securities may, thereafter, be modified or
amended with the consent of not less than 66-2/3% in principal amount of the
Securities at any time outstanding, PROVIDED, HOWEVER, that no such modification
or amendment may, without the consent of the Holder of each Security affected
thereby, (A) extend the stated maturity of the principal of any Security, or
reduce the principal amount thereof or reduce the rate or extend the time of
payment of interest thereon (other than as provided in Section 2.5 or this
Supplemental Indenture No. 6), or reduce any amount payable on redemption
thereof or change the currency in which the principal thereof or interest
thereon is payable or impair the right to institute suit for the enforcement of
any payment on any Security when due, or (B) reduce the aforesaid principal
amount of Securities, the consent of the Holders of which is required for any
such modification.

          Section 2.8. PREFERRED SECURITY HOLDERS' RIGHTS. If an Event of
Default constituting the failure to pay interest or principal on the Securities
on the date such interest or principal is otherwise payable has occurred and is
continuing, then a holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such holder directly of the principal
of or interest on the Securities having a principal amount equal to the
aggregate liquidation amount of the Preferred Securities of such holder on or
after the respective due date specified in the Securities. The holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Securities under this Supplemental Indenture No.
6 or under the Indenture unless the Institutional Trustee fails to do so.

          Section 2.9. ADDITIONAL COVENANTS. The Company agrees that if (i)
there shall have occurred any event that would constitute an Event of Default
(as defined herein) or (ii) the Company shall be in default with respect to its
payment of any obligations under the Guarantee or Common Guarantee, or (iii) the
Company shall have given notice of its election to defer payments of interest on
such Securities by extending the interest payment period as provided in this
Supplemental Indenture No. 6 and such period, or any extension thereof, shall be
continuing, then (a) the Company shall not declare or pay any dividend on, make
any distribution with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to any of its capital stock (other than (i)
purchases or acquisitions of shares of the Company's common stock in connection
with the

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satisfaction by the Company of its obligations under any employee benefit plans
or the satisfaction by the Company of its obligation pursuant to any contract or
security requiring it to purchase shares of its common stock, (ii) as a result
of a reclassification of the Company's capital stock or the exchange or
conversion of one class or series of the Company's capital stock for another
class or series of its capital stock, (iii) the purchase of fractional interests
in shares of the Company's capital stock pursuant to an acquisition or the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, and (iv) redemptions or purchases pursuant to the
Company's Rights Agreement, dated August 7, 1995, between the Company and The
Bank of New York (as successor to AmSouth Bank) as Rights Agent), (b) the
Company shall not make any payment of principal, premium, if any, or interest on
or repay, repurchase or redeem any debt securities issued by the Company that
rank PARI PASSU with or junior to the Securities, and (c) the Company shall not
make any guarantee payments with respect to the foregoing (other than pursuant
to either of the Guarantees or the Series A Guarantee).

          The Company agrees (i) to directly or indirectly maintain 100%
ownership of the Common Securities; PROVIDED, HOWEVER, that any permitted
successor of the Company under the Indenture may succeed to the Company's
ownership of such Common Securities, (ii) not to voluntarily terminate, wind-up
or liquidate PLC Capital, except (a) in connection with a distribution of
Securities to the holders of the Preferred Securities in liquidation of PLC
Capital, or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the Declaration of Trust and (iii) to use its
reasonable efforts, consistent with the terms and provisions of the Declaration
of Trust, to cause PLC Capital to remain a grantor trust and not to be
classified as an association taxable as a corporation for United States federal
income tax purposes.

          Section 2.10. DENOMINATION. The Securities shall be issuable in
denominations of $1,000 and integral multiples thereof.

          Section 2.11. CURRENCY. Principal and interest on the Securities shall
be payable in Dollars.

          Section 2.12. REGISTERED SECURITIES; FORM. Except as provided in
Section 2.13, the Securities shall be issued as Registered Securities, without
coupons and shall be registered in the name of Wilmington Trust Company, as
Institutional Trustee, and its permitted registered assigns. The Securities
shall be substantially in the form attached as Exhibit A hereto.

          Section 2.13. GLOBAL SECURITIES UPON LIQUIDATION OF TRUST.

          (1) If, in accordance with the Declaration of Trust, PLC Capital is to
be dissolved and the Securities held by the Institutional Trustee are to be
distributed to the holders of the Trust Securities:

               (a) the Securities in certificated form shall be presented to the
Trustee by the Institutional Trustee in exchange for a global Security in an
aggregate principal amount equal to the

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aggregate principal amount of all outstanding Securities (a "Global Security")
to be registered in the name of the Depository (as defined in the Declaration of
Trust), or its nominee, and delivered by the Trustee to the Depository for
crediting to the accounts of its participants pursuant to the instructions of
the Regular Trustees (as defined in the Declaration of Trust). The Company upon
any such presentation shall execute a Global Security in such aggregate
principal amount and deliver the same to the Trustee for authentication and
delivery in accordance with the Indenture and this Supplemental Indenture No. 6.
Payments on Securities issued as Global Securities will be made to the
Depository; and

               (b) if any Preferred Securities are held in non book-entry
certificated form, the Securities in certificated form may be presented to the
Trustee by the Institutional Trustee and any Preferred Security Certificate (as
defined in the Declaration of Trust) which represents Preferred Securities other
than Preferred Securities held by the Clearing Agency (as defined in the
Declaration of Trust) or its nominee ("Non Book-Entry Preferred Securities")
will be deemed to represent beneficial interests in Securities presented to the
Trustee by the Institutional Trustee having an aggregate principal amount equal
to the aggregate liquidation amount of the Non Book-Entry Preferred Securities
until such Preferred Security Certificates are presented to the Registrar for
transfer or reissuance at which time such Preferred Security Certificates will
be canceled and a Security, registered in the name of the holder of the
Preferred Security Certificate or the transferee of the holder of such Preferred
Security Certificate, as the case may be, with an aggregate principal amount
equal to the aggregate liquidation amount of the Preferred Security Certificate
canceled, will be executed by the Company and delivered to the Trustee for
authentication and delivery in accordance with the Indenture and this
Supplemental Indenture No. 6. On issue of such Securities, Securities with an
equivalent aggregate principal amount that were presented by the Institutional
Trustee to the Trustee will be deemed to have been canceled.

          (2) Unless and until it is exchanged for the Securities in registered
form, a Global Security may be transferred, in whole but not in part, only to
another nominee of the Depository, or to a successor Depository selected or
approved by the Company or to a nominee of such successor Depository.

          (3) If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository or if at any time the Depository
for such series shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and a successor Depository for such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, as the case may be, the Company will execute, and, subject to
Article III of the Indenture, the Trustee, upon written notice from the Company,
will authenticate and deliver the Securities in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities shall no longer be represented by a Global Security. In such event
the Company will execute, and subject to Section 3.3 of the Indenture, the
Trustee, upon receipt of an Officer's Certificate evidencing such determination
by the Company, will

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authenticate and deliver the Securities in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security shall be registered
in such names and in such authorized denominations as the Depository, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depository for delivery to the Persons in whose names such Securities are so
registered.

          Section 2.14. DEFEASANCE AND COVENANT DEFEASANCE. The provisions of
Sections 4.4 and 4.5 of the Indenture shall apply to the Securities.

          Section 2.15. REGISTRAR AND PAYING AGENT. The Trustee shall initially
serve as Registrar and Paying Agent.

          Section 2.16. ADDITIONAL PROVISIONS REGARDING AMENDMENTS. So long as
the Holder of the Securities is PLC Capital, the terms of the Securities may be
amended by mutual consent of the Company and PLC Capital in the manner they
shall agree; PROVIDED, HOWEVER, that, so long as any of the Preferred Securities
remain outstanding, no such amendment shall be made that adversely affects the
holders of the Preferred Securities, no termination of the Securities shall
occur, and no Event of Default or compliance with any covenant under the
Securities may be waived by PLC Capital, without the prior approval of the
holders of at least 66-2/3% in liquidation preference of all Preferred
Securities then outstanding, in writing or at a duly constituted meeting of such
holders.

          Section 2.17. ADDITIONAL PROVISIONS REGARDING ASSIGNMENT. The Company
shall have the right at all times to assign any of its rights or obligations
under the Securities to a direct or indirect wholly-owned subsidiary of the
Company; PROVIDED, HOWEVER, that, in the event of any such assignment, the
Company shall remain jointly and severally liable for all such obligations. So
long as PLC Capital is the Holder of the Securities, PLC Capital may not assign
any of its rights under the Securities, other than in connection with a merger
or consolidation or sale of assets or exchange permitted under the terms of the
Preferred Securities. Subject to the foregoing, the Securities shall be binding
upon and inure to the benefit of the Company and PLC Capital and their
respective permitted successors and assigns. Any assignment by the Company or
PLC Capital in contravention of such provisions will be null and void.

          Section 2.18. MISCELLANEOUS EXPENSES.

          (1) In connection with the offering, sale and issuance of the
Securities to the Institutional Trustee and in connection with the sale of the
Trust Securities by PLC Capital, the Company, in its capacity as borrower with
respect to the Securities, shall pay (a) all costs and expenses relating to the
offering, sale and issuance of the Trust Securities and the Securities,
including commissions to the underwriters payable pursuant to the Purchase
Agreement and

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compensation of the Trustee under the Indenture, (b) all costs and expenses of
PLC Capital (including, but not limited to, costs and expenses relating to the
organization of PLC Capital, the offering sale and issuance of the Trust
Securities (including commissions to the underwriters in connection therewith),
the fees and expenses of the Institutional Trustee and the Delaware Trustee, the
costs and expenses relating to the operation of PLC Capital, including, without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing, and
disposition of PLC Capital's assets), and (c) the enforcement by the
Institutional Trustee (as defined in the Declaration of Trust) of the rights of
the holders of the Preferred Securities. The Company fully and unconditionally
guarantees the payment of such expenses.

          (2) If at any time PLC Capital shall be required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other domestic taxing
authority, then, in any such case, the Company agrees to pay, as additional
interest ("Additional Interest") such additional amounts as shall be required so
that the net amounts received and retained by PLC Capital with respect to the
Securities after paying any such taxes, duties, assessments or other
governmental charges, as well as all liabilities, costs and expenses of PLC
Capital with respect to any such items, will be not less than the amounts PLC
Capital would have received had no such taxes, duties, assessments or other
governmental charges been imposed and no such liabilities, costs and expenses
with respect thereto been incurred.

                                    ARTICLE 3

                            Miscellaneous Provisions

          Section 3.1. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 6, is in all respects hereby adopted, ratified and
confirmed.

          Section 3.2. This Supplemental Indenture No. 6 may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

          SECTION 3.3. THIS SUPPLEMENTAL INDENTURE NO. 6 AND EACH SECURITY SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 6 to be duly executed, as of the day and year first written above.

                                  PROTECTIVE LIFE CORPORATION

                                  By:
                                      -----------------------------------------
                                  Name:  Richard J. Bielen
                                  Title: Senior Vice President, Chief Investment
                                            Officer and Treasurer

                                  By:
                                      -----------------------------------------
                                  Name:  Jerry W. DeFoor
                                  Title: Vice President and Controller and
                                            Chief Accounting Officer

[Seal]

Attest: _______________________________
        Name:  Nancy Kane
        Title:    Senior Associate Counsel

                                  THE BANK OF NEW YORK, AS TRUSTEE

                                  By:  The Bank of New York Trust Company of
                                         Florida, N.A., as Agent

                                       By: __________________________
                                           Authorized Signatory
[Seal]

Attest: _______________________
        Name:
        Title:

                                       11

<Page>

                [FORM OF FACE OF SERIES E SUBORDINATED DEBENTURE]

THIS SERIES E SUBORDINATED DEBENTURE IS REGISTERED IN THE NAME OF WILMINGTON
TRUST COMPANY, AS INSTITUTIONAL TRUSTEE, AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF OTHER THAN AS PERMITTED IN THE SUPPLEMENTAL INDENTURE NO.
6 DATED AS OF SEPTEMBER 25, 2002, A COPY OF WHICH IS ON FILE WITH THE SECRETARY
OF THE COMPANY.

[IF THE DEBENTURE IS TO BE A GLOBAL SECURITY INSERT - This Subordinated
Debenture is Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depository or a nominee of a
Depository. This Subordinated Debenture is exchangeable for Subordinated
Debentures registered in the name of a person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Subordinated Debenture (other than a transfer of this
Subordinated Debenture as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in limited circumstances.

Unless this Subordinated Debenture is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
Subordinated Debenture issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of the Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.]

                                       12
<Page>

                          PROTECTIVE LIFE CORPORATION

CUSIP #743674  AQ  6
                         7-1/4% Subordinated Debentures
                        Due September 25, 2032, Series E

No. 1                                                             $118,557,000

          PROTECTIVE LIFE CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture (as defined on the
reverse hereof)), for value received, hereby promises to pay to
______________________, the principal sum of $______________ Dollars on
September 25, 2032 (such date is hereinafter referred to as the "Stated
Maturity") and to pay interest thereon from September 25, 2002. Interest shall
be payable on this Subordinated Debenture, in arrears, on March 30, June 30,
September 30 and December 30 of each year (each an "Interest Payment Date")
commencing December 30, 2002, at the rate of 7-1/4% per annum, until the
principal hereof is paid or made available for payment; PROVIDED that any such
installment of interest, which is overdue shall bear interest at the rate of
7-1/4% per annum (to the extent that the payment of such interest shall be
legally enforceable) from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand;
PROVIDED FURTHER that, notwithstanding anything contained in the Indenture and
Supplemental Indenture No. 6 (as defined on the reverse hereof) to the contrary,
the Company shall have the right at any time, and from time to time, during the
term of this Subordinated Debenture to defer payments of interest by extending
the interest payment period to the next Interest Payment Date by one or more
quarterly periods not exceeding 20 consecutive quarters (each such period, an
"Extension Period"), but no such Extension Period may extend beyond September
25, 2032, or such other date to which the Stated Maturity may have been
shortened or extended as described below. At the end of any such Extension
Period, the Company shall pay all interest then accrued and unpaid (including
any Additional Interest, as defined in Supplement Indenture No. 6), together
with interest thereon compounded quarterly at the rate specified for this
Subordinated Debenture to the extent permitted by applicable law; PROVIDED, that
during any such Extension Period, (a) the Company shall not declare or pay
dividends on, make any distribution with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to any of its capital stock
(other than (i) purchases or acquisitions of shares of the Company's common
stock in connection with the satisfaction by the Company of its obligations
under any employee benefit plans or the satisfaction by the Company of its
obligation pursuant to any contract or security requiring it to purchase shares
of its common stock, (ii) as a result of a reclassification of the Company's
capital stock or the exchange or conversion of one class or series of the
Company's capital stock for another class or series of its capital stock, (iii)
the purchase of fractional interests in shares of the Company's capital stock
pursuant to an acquisition or the conversion or exchange provisions of such
capital stock or the security being converted or exchanged, and (iv) redemptions
or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995,

                                       13

<Page>

between the Company and The Bank of New York (as successor to AmSouth Bank) as
Rights Agent), (b) the Company shall not make any payment of principal, premium,
if any, or interest on or repay, repurchase or redeem any debt securities issued
by the Company that rank PARI PASSU with or junior to the Securities (as defined
in Supplemental Indenture No. 6) and (c) the Company shall not make any
guarantee payments with respect to the foregoing (other than pursuant to the
Preferred Securities Guarantee Agreement, dated as of September 25, 2002 of the
Company (the "Guarantee") with respect to the 7-1/4% Trust Originated Preferred
Securities (the "Preferred Securities") issued by PLC Capital Trust IV ("PLC
Capital"), the Common Securities Guarantee Agreement, dated as of September 25,
2002 of the Company (the "Common Guarantee," and together with the Guarantee,
the "Guarantees") with respect to the 7-1/4% Trust Originated Common Securities
(the "Common Securities," and together with the Preferred Securities, the "Trust
Securities") issued by PLC Capital and the Preferred Securities Guarantee
Agreement, dated as of April 29, 1997 of the Company (the "Series B Preferred
Guarantee") with respect to the 8-1/4% Trust Originated Preferred Securities,
Series B of PLC Capital Trust I and the Common Securities Guarantee Agreement,
dated as of April 29, 1997 of the Company (the "Series B Common Guarantee" with
respect to the 8-1/4% Trust Originated Common Securities) and the Preferred
Securities Guarantee Agreement dated as of August 22, 2001 of the Company (the
"Series D Preferred Guarantee") with respect to the 7-1/2% Trust Originated
Preferred Securities, Series D of PLC Capital Trust III and the Common
Securities Guarantee Agreement, dated as of August 22, 2001 of the Company (the
"Series D Common Guarantee") with respect to the 7-1/2% Trust Originated Common
Securities. Prior to the termination of any such Extension Period, the Company
may further defer payments of interest by extending the interest payment period;
PROVIDED, HOWEVER, that, such Extension Period, including all such previous and
further extensions, may not exceed 20 consecutive quarters or beyond the Stated
Maturity. Upon the termination of any Extension Period and the payment of all
amounts then due, the Company may commence a new Extension Period, subject to
the terms set forth below. No interest shall be due and payable during any
Extension Period, except at the end thereof, but the Company may prepay at any
time all or any portion of the interest accrued during any Extension Period. If
the Institutional Trustee (as defined in the Amended and Restated Declaration of
Trust of PLC Capital (the "Declaration of Trust") shall be the sole holder of
the Securities, the Company shall give the Regular Trustees (as defined in the
Declaration of Trust) and the Institutional Trustee (as defined in the
Declaration of Trust), notice of its selection of such Extension Period one
Business Day prior to the earlier of (i) the date distributions on the Preferred
Securities are payable or (ii) the date the Regular Trustees are required to
give notice of the record date or the date such distribution is payable to the
New York Stock Exchange (or other applicable self-regulatory organization) or to
holders of the Preferred Securities, but in any event at least one Business Day
before such record date. If the Institutional Trustee shall not be the sole
holder of the Securities, the Company shall give the holders of the Securities
notice of its selection of such Extension Period at least 10 Business Days prior
to the earlier of (i) the Interest Payment Date or (ii) the date upon which the
Company is required to give notice of the record or payment date of such
interest payment to the New York Stock Exchange (or other applicable
self-regulatory organization) or to holders of the Securities. The quarter in
which any notice is given in accordance with the foregoing provisions shall be
counted as one of the 20 quarters permitted in the maximum Extension Period
permitted hereunder.

                                       14

<Page>

          The amount of interest payable on any Interest Payment Date shall be
computed on the basis of twelve 30-day months and a 360-day year and, for any
period that is shorter than a full 90-day quarter, will be calculated on the
basis of the actual number of days elapsed in such period. In the event that any
date on which interest is payable on this Security is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The interest so payable on any Interest Payment Date which is
punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture referred to on the reverse hereof, be paid to the
Person in whose name this Subordinated Debenture is registered at the close of
business on the Regular Record Date for such Interest Payment Date, which shall
be the Business Day next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Person in whose name this Security is registered on the relevant Regular
Record Date, and such defaulted interest shall instead be payable to the person
in whose name this Subordinated Debenture is registered on the special record
date for such defaulted interest or other specified date determined in
accordance with the Indenture and the Supplemental Indenture No. 6 referred to
on the reverse hereof.

          Payment of the principal of and any such interest on this Subordinated
Debenture will be made at the Corporate Trust Office of the Trustee, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, PROVIDED, HOWEVER, that at
the option of the Company payment of interest may be paid (i) by check mailed to
the address of the person entitled thereto as such address shall appear in the
Register of Holders of the Subordinated Debentures or (ii) by wire transfer to
an account maintained by the Person entitled thereto as specified in the
Register of Holders of the Securities.

          Reference is hereby made to the further provisions of this
Subordinated Debenture set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Subordinated Debenture shall not be entitled to any benefit under the Indenture
and Supplemental Indenture No. 6 referred to on the reverse hereof or be valid
or obligatory for any purpose.

                                       15

<Page>

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:
                                       PROTECTIVE LIFE CORPORATION

                                       By:_______________________________
                                          Name:
                                          Title:

                                       By:_______________________________
                                          Name:
                                          Title:



CORPORATE SEAL]

          This is one of the Securities of the series described in the
within-mentioned Indenture.

                                       THE BANK OF NEW YORK, AS TRUSTEE

                                       By: The Bank of New York Trust Company of
                                             Florida, N.A., as Agent

                                             By: _____________________________
                                                 Authorized Signatory

                                       16

<Page>

              [FORM OF REVERSE OF SERIES E SUBORDINATED DEBENTURE]

          This Subordinated Debenture is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under a Subordinated Indenture, dated as of June 1,
1994 (herein, together with all indentures supplemental thereto, including
Supplemental Indenture No. 1, dated as of June 9, 1994, Supplemental Indenture
No. 2, dated August 1, 1994, Supplemental Indenture No. 3, dated April 29, 1997,
Supplemental Indenture No. 4, dated November 20, 1997, Supplemental Indenture
No. 5, dated August 22, 2001 and Supplemental Indenture No. 6 dated September
25, 2002 called the "Indenture"), from the Company to The Bank of New York (as
successor to AmSouth Bank) (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the holders of Senior
Indebtedness and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $118,557,000 and is issued pursuant to Supplemental Indenture No. 6,
dated as of September 25, 2002 from the Company to the Trustee, relating to the
Securities of this series (herein called "Supplemental Indenture No. 6").

          The indebtedness evidenced by this Security is to the extent provided
in the Indenture, subordinate and junior in right of payment to all Senior
Indebtedness, and this Security is issued subject to the provisions of the
Indenture with respect thereto. Each holder of this Security, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

          The Securities of this series are subject to redemption at any time in
whole or from time to time in part, on or after September 25, 2007, but prior to
their stated maturity, upon not less than 30 nor more than 60 days' notice, at a
redemption price equal to 100% of the principal amount of the Securities to be
redeemed plus any accrued and unpaid interest, including Additional Interest (as
defined in Supplemental Indenture No. 6), if any, to the date fixed for
redemption (the "Redemption Price").

                                       17

<Page>

          The Company will have the right at any time to dissolve PLC Capital
and cause the Securities to be distributed to the holders of the Trust
Securities in accordance with the Declaration of Trust.

          If, at any time, a Tax Event or an Investment Company Event (each as
defined below, and each a "Special Event") has occurred and is continuing, the
Company shall have the right, upon not less than 30 nor more than 60 days
notice, to redeem the Securities in whole but not in part, for cash in the
amount of the Redemption Price, within 90 days following the occurrence of such
Special Event, and, following such redemption, Trust Securities with an
aggregate liquidation amount equal to the aggregate principal amount of the
Securities so redeemed shall be redeemed by PLC Capital at the Redemption Price;
PROVIDED, HOWEVER, that if at the time there is available to the Company or the
Trust the opportunity to eliminate, within such 90 day period, the Tax Event by
taking some ministerial action, such as filing a form or making an election or
pursuing some other similar reasonable measure that has no adverse effect on PLC
Capital, the Company or the holders of the Trust Securities, the Company or PLC
Capital will pursue such measure in lieu of a redemption. If the Company does
not elect either to distribute the Securities to the holders of the Preferred
Securities in liquidation of PLC Capital or to redeem the Securities, the Trust
Securities shall remain outstanding and, in the event a Special Event is
continuing, Additional Interest (as defined in Section 2.18 of Supplemental
Indenture No. 6) will be payable on the Securities.

          "Tax Event" means the receipt by the Company of an opinion of a
nationally recognized independent tax counsel experienced in such matters to the
effect that, as a result of (A) any amendment to, or change (including any
announced prospective change) in, on or after the day before the date of
issuance of the Preferred Securities under the Declaration of Trust, the laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (B) any interpretation or
application of, or pronouncement with respect to, such laws or regulations by
any legislative body, court, governmental agency or regulatory authority, which
amendment or change is effective or which interpretation, application or
pronouncement is announced on or after the day before the date of issuance of
the Preferred Securities under the Declaration of Trust, there is more than an
insubstantial increase in the risk that (x) PLC Capital is, or will be within 90
days of the date thereof, subject to U.S. federal income tax with respect to
income received or accrued on the Securities, (y) interest payable by the
Company on the Securities is not, or within 90 days of the date thereof, will
not be, deductible, in whole or in part, for U.S. federal income tax purposes,
or (z) PLC Capital is, or will be within 90 days of the date thereof, subject to
more than a de minimis amount of other taxes, duties or other governmental
charges.

          "Investment Company Event" means that the Regular Trustees shall have
received an opinion of a nationally recognized independent counsel experienced
in practice under the Investment Company Act (an "Investment Company Event
Opinion") that, as a result of the occurrence of a change in law or regulation
or a written change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority (a "Change
in 1940 Act Law"), there is a more than an insubstantial risk that the Trust is
or will be considered an Investment Company which is required to be registered
under the Investment Company Act,

                                       18

<Page>

which Change in 1940 Act Law becomes effective on or after the date of the
Prospectus Supplement (as defined in Supplemental Indenture No. 6).

          In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

          If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

          The Indenture contains provisions for defeasance at any time of the
indebtedness of this Security or of certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Security.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of
the Securities at the time outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of the Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

          No reference herein to the Indenture or to Supplemental Indenture No.
6 and no provision of this Security or of the Indenture or of Supplemental
Indenture No. 6 shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and interest on, this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

          As provided in the Indenture and subject to certain limitations as
therein set forth, the transfer of this Security is registrable in the Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company, the Trustee and the Registrar
duly executed by the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                                       19

<Page>

          The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this Security is registered as the owner
hereof for all purposes, whether or not the Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

          The Company and the Holder of this Security agree (i) that for United
States federal, state and local tax purposes it is intended that this Security
constitute indebtedness and (ii) to file all United States federal, state and
local tax returns and reports on such basis (unless the Company or such Holder,
as the case may be, shall have received an opinion of independent nationally
recognized tax counsel to the effect that as a result of a change in law after
the date of the issuance of this Security the Company or such Holder, as the
case may be, is prohibited from filing on such basis).

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                       20