Escrow Agreement dated as of December 30, 1985, among Protective Life Corporation and National Westminster Bank USA

with respect to each Bond, certification is made by Haskell Slaughter Young & Lewis, as counsel for NatWest, that the transfer documents executed by Seller or Subsidiaries, as appropriate transferring of record those Bond Documents which have heretofore been recorded, respecting such Bond, have been filed of record in the appropriate form in the appropriate public recordation depositories (where the recorded Bond Documents corresponding to each Bond have heretofore been recorded), and

The Escrow Agent is not a party to and is not bound by any agreement between any one or more of the parties hereto, except this Agreement, unless otherwise expressly stated herein.

The duties of the Escrow Agent hereunder are only such as are herein specifically provided, being purely ministerial in nature, and it shall have no responsibility in respect of any of the cash, property or items deposited with it in the Escrow Fund other than faithfully to follow the instructions herein contained.

The Escrow Agent acts hereunder as a depositary. All deposits are warranted by the party making the deposit to be valid deposits. The Escrow Agent is not responsible for or liable in any manner whatever for the sufficiency, correctness, genuineness and validity of any security, document, or other item, which is a part of the Escrow Fund or for any claim or action by any person, firm, corporation or trustee concerning the right or power of any depositor to make any transfer or the validity of the transfer of any part of the Escrow Fund to the Escrow Agent.

The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document which the Escrow Agent in good faith believes to be genuine.

The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own negligence or misconduct.

The Escrow Agent is authorized to and may consult with, and obtain advice from, legal counsel in the event any dispute, conflict or question arises as to the construction of any of the provisions hereof or its duties hereunder. The Escrow Agent shall be reimbursed from the Escrow Fund held by it for all costs so incurred and shall incur no liability and shall be fully protected for acting in good faith in accordance with the written opinion and instructions of such counsel. Copies of all such opinions shall be made available to the other parties hereto upon request.

The Escrow Agent may, but shall not be required to, defend itself in any legal proceedings which may be instituted against it or it may, but shall not be required to, institute legal proceedings in respect of the Escrow Fund, or any part thereof. The Escrow Agent shall be indemnified and held harmless against the cost and expense of any such defense or action.

The Escrow Agent shall make payment to or for, or deliver documents to, any party only if in its judgment such payment or delivery may be made under the terms of this Agreement without its incurring any liability. If conflicting demands not expressly provided for in this Agreement are made or notices served upon the Escrow Agent with respect to its action or omission under this Agreement, the parties hereto agree that the Escrow Agent shall have the absolute right to elect to do either or both of the following: (i) withhold and stop all future actions or omissions on its part under this Agreement, or (ii) file a suit in interpleader or for instructions or for a declaratory judgment for other relief and obtain an order from the proper court requiring the parties to litigate in such court their conflicting claims and demands. In the event any such action is taken, the Escrow Agent shall be fully released and discharged from all obligations to perform any duties or obligations imposed upon it by this Agreement unless and until otherwise ordered by the court; and the parties jointly and severally agree that the Escrow Fund may be used to pay all costs, expenses, and reasonable attorney’s fees expended or incurred by the Escrow Agent in connection therewith and promise to pay all such amounts and agree that the costs in fact incurred shall be fixed by the Escrow Agent and a judgment thereof shall be rendered by the Court in such suit. If suit is filed, the prevailing party will be entitled to recover its reasonable attorneys fees and costs in connection with the same. All parties hereby consent, in event of any interpleading of any Escrow Fund, to the investing of such funds in one or more Authorized Investments.