-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvolTOZIrnZomVEV6Jc7TwuLygs3OQr7fjyLdwE9M9OLz0ahJiNgVsFzY+qKpADx Mmo3Rq93jw8UUyPoXexfwQ== 0000355429-96-000024.txt : 19960923 0000355429-96-000024.hdr.sgml : 19960923 ACCESSION NUMBER: 0000355429-96-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960915 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960920 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTECTIVE LIFE CORP CENTRAL INDEX KEY: 0000355429 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 952492236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12332 FILM NUMBER: 96632656 BUSINESS ADDRESS: STREET 1: 2801 HGWY 280 S CITY: BIRMINGHAM STATE: AL ZIP: 35223 BUSINESS PHONE: 2058799230 MAIL ADDRESS: STREET 1: PO BOX 2606 CITY: BIRMINGHAM STATE: AL ZIP: 35202 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 15, 1996 PROTECTIVE LIFE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12332 95-2492236 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2801 HIGHWAY 280 SOUTH, BIRMINGHAM, ALABAMA 35223 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code (205) 879-9230 N/A (former name or former address, if changed since last report.) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following exhibits are filed with reference to the Registration Statements on Form S-3 (Registration Nos.333-3435, 33-55063 and 33-52831) of Protective Life Corporation and PLC Capital L.L.C.: 1(e)(2) Terms Agreement, dated as of September 16, 1996, by and between Protective Life Corporation and Edward D.Jones & Co. 4(g)(3) Supplemental Indenture No. 3, dated as of September 15, 1996, to Senior Indenture, dated as of July 1, 1994, from Protective Life Corporation to The Bank of New York. 4(n) Specimen 7.45% Medium-Term Note due October 1, 2011 (included as Exhibit A to Exhibit 4(g)(3)). 5(d) Opinion of Sutherland, Asbill & Brennan as to the Legality of the securities. 8(c) Opinion of Sutherland, Asbill & Brennan as to tax matters (included in Exhibit 5(d)). 23(f) Consent of Sutherland, Asbill & Brennan (included in Exhibit 5(d)). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PROTECTIVE LIFE CORPORATION Date: September 20, 1996 By: /s/ Jerry W. DeFoor -------------------- Jerry W. DeFoor Vice President and Controller EX-1 2 EXHIBIT 1(e)(2) TERMS AGREEMENT Edward D. Jones & Co. 12555 Manchester Road St. Louis, Missouri 63131-3729 September 16, 1996 Ladies and Gentlemen: Protective Life Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated July 31, 1996 (the "Distribution Agreement"), to issue and sell to you (the "Agent") the Securities specified in Schedule I hereto (the "Designated Securities"). The Distribution Agreement incorporates by reference certain provisions of the Underwriting Agreement, dated June 23, 1994 filed as Exhibit 1(a) to the Company's Current Report on Form 8-K dated July 1, 1994 and filed with the Commission July 5, 1994 (the "Underwriting Agreement"). Each of the provisions of the Distribution Agreement is incorporated herein by reference in its entirety, including such provisions of the Underwriting Agreement, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth or incorporated therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 2 of the Underwriting Agreement (as incorporated into the Distribution Agreement) which refers to the Prospectus (as defined in the Underwriting Agreement) shall be deemed to be a representation or warranty as of the date of the Distribution Agreement in relation to the Prospectus as amended or supplemented relating to the Notes, and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Terms Agreement. Each reference to the Representatives in the Distribution Agreement, including the provisions of the Underwriting Agreement so incorporated by reference therein and herein, shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Distribution Agreement are used herein as therein defined. A pricing supplement to the Prospectus, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to the Agent, and the Agent agrees to purchase from the Company, at the time and place and at the 1 purchase price to the Agent set forth in Schedule I hereto, the principal amount of Designated Securities set forth in Schedule I. If the foregoing is in accordance with your understanding, please sign and return to us five (5) counterparts hereof, and upon acceptance hereof by you, on behalf of the Agent, this letter and such acceptance hereof, including the provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Agent and the Company. Very truly yours, PROTECTIVE LIFE CORPORATION By: /s/ John D. Johns Name: John D. Johns Title: President and Chief Operating Officer Accepted as of the date hereof: EDWARD D. JONES & CO. By: /s/ Victoria R. Westall Name: Victoria R. Westall Title: Principal 2 SCHEDULE I TITLE OF DESIGNATED SECURITIES: 7.45% Medium-Term Notes, due October 1, 2011 AGGREGATE PRINCIPAL AMOUNT: $10,000,000.00 PRICE TO PUBLIC: At varying prices related to prevailing market prices at the time of resale PURCHASE PRICE BY AGENT: 96.75% of the principal amount of the Designated Securities SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately Available Funds INDENTURE: Senior Indenture dated June 1, 1994, between the Company and The Bank of New York, as Trustee, as supplemented by Supplemental Indenture No. 3, dated as of September 15, 1996 between the Company and The Bank of New York MATURITY: October 1, 2011 INTEREST RATE: 7.45% per annum, payable semi-annually INTEREST PAYMENT DATES: April 1 and October 1 of each year commencing April 1, 1997 RECORD DATES: March 15 and September 15 of each year 1 CALCULATION OF INTEREST: Interest will be calculated on the basis of a 360-day year of twelve 30-day months and, for any period that is shorter than a full calendar month, on the basis of the actual number of days elapsed in such month. REDEMPTION PROVISIONS: Right of redemption at option of the Company at any time on or after October 1, 2001, as described in Supplemental Indenture No. 3 Limited right of redemption at the option of the holder, at certain times on or after September 20, 1998, as described in Supplemental Indenture No. 3 SINKING FUND PROVISIONS: No sinking fund provisions DEFEASANCE PROVISIONS: Sections 4.4 and 4.5 of the Indenture shall apply to the Designated Securities as and to the extent specified in Supplemental Indenture No. 3 TIME OF DELIVERY: 9:00 a.m., September 20, 1996 (St. Louis time) CLOSING LOCATION: Bryan Cave LLP One Metropolitan Square, Suite 3600 St. Louis, Missouri 63102 NAME AND ADDRESS OF AGENT: Edward D. Jones & Co. 12555 Manchester Road St. Louis, Missouri 63131-3729 OTHER TERMS: Not applicable 2 EX-4 3 EXHIBIT 4(g)(3) PROTECTIVE LIFE CORPORATION to THE BANK OF NEW YORK, as Trustee SUPPLEMENTAL INDENTURE NO. 3 Dated as of September 15, 1996 7.45% Medium-Term Notes Due October 1, 2011 ($10,000,000) PROTECTIVE LIFE CORPORATION SUPPLEMENTAL INDENTURE NO. 3 $10,000,000 7.45% Medium-Term Notes Due October 1, 2011 SUPPLEMENTAL INDENTURE NO. 3, dated as of September 15, 1996, from PROTECTIVE LIFE CORPORATION, a Delaware corporation (the "Company"), to THE BANK OF NEW YORK, a New York banking corporation, as trustee (the "Trustee"). RECITALS The Company has heretofore executed and delivered to the Trustee 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. 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. 3 constitutes an integral part of the Indenture. Section 1.2. For all purposes of this Supplemental Indenture No. 3: (1) Capitalized terms used herein without definition shall have the meanings specified in the Indenture; 1 (2) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 3; and (3) The terms "herein", "hereof", "hereunder" and other words of similar import refer to this Supplemental Indenture No. 3. ARTICLE 2 THE SERIES OF MEDIUM-TERM NOTES Section 2.1. TITLE OF THE SECURITIES. There shall be a series of Securities designated the "7.45% Medium-Term Notes due October 1, 2011" (the "Series B Medium-Term Notes"). Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES B MEDIUM-TERM NOTES. The aggregate principal amount of the Series B Medium- Term Notes shall be limited to $10,000,000. Each Series B Medium-Term Note shall be dated the date of its authentication. Section 2.3. PRINCIPAL PAYMENT DATES. The principal on the Series B Medium- Term Notes Outstanding (together with any accrued and unpaid interest thereon) shall be payable in a single installment on October 1, 2011. Section 2.4. INTEREST AND INTEREST RATES. The rate of interest on each Series B Medium-Term Note shall be 7.45% per annum, accruing from September 20, 1996 or from the most recent Interest Payment Date to which interest on such Series B Medium-Term Note has been paid or duly provided for. Interest shall be payable on each Series B Medium-Term Note semiannually on April 1 and October 1 of each year (each an "Interest Payment Date"), commencing on April 1, 1997. The interest so payable on any Series B Medium-Term 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 B Medium-Term Note is registered at the close of business on the March 15 or September 15, as the case may be, preceding such April 1 or October 1 (each a "Regular Record Date"). The interest so payable on any Series B Medium-Term 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 B Medium-Term 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 B Medium-Term 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 B Medium- Term Notes may be presented or surrendered for payment, where the Series B Medium-Term Notes may be surrendered for registration of transfer or exchange and where notices and demands to and upon the Company in respect of the Series B Medium-Term 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. REDEMPTION AT THE OPTION OF THE COMPANY. (a) Redemption Right at Company's Option. The Company has the right to redeem the Series B Medium-Term Notes at its sole option, in whole or in part, at any time and from time to time on or after October 1, 2001, at a redemption price equal to one hundred percent (100%) of the aggregate principal amount of the Series B Medium-Term Notes Outstanding and to be redeemed, 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 2.6. The election of the Company to redeem any Series B Medium- Term Note shall be evidenced by a Board Resolution. (b) Notice to Trustee. If the Company wishes to redeem Series B Medium-Term Notes pursuant to the terms hereof and of the Series B Medium-Term Notes, it shall notify the Trustee of the redemption date and the principal amount of Series B Medium-Term 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. (c) Selection of Series B Medium-Term Notes to be Redeemed. If less than all the Series B Medium-Term Notes are to be redeemed, the Trustee shall select the Series B Medium- Term 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 B Medium-Term Notes then outstanding that have not been previously called for redemption. The Trustee shall promptly notify the Company in writing of the Series B Medium-Term Notes selected for redemption and, in the case of any Series B Medium-Term 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 B Medium-Term Notes that have denominations larger than $1,000. Series B Medium-Term Notes and portions of Series B Medium-Term Notes that the Trustee selects shall be in amounts of $1,000 or integral multiples of $1,000. Provisions of this Indenture that apply to Series B Medium-Term Notes called for redemption also apply to portions of Series B Medium-Term Notes called for redemption. (d) Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Series B Medium-Term Notes are to be redeemed at its registered address. The notice shall identify the Series B Medium-Term Notes to be redeemed and shall state: 3 (i) the redemption date; (ii) the redemption price; (iii) if any Series B Medium-Term Note is being redeemed in part, the portion of the principal amount of such Series B Medium-Term Note to be redeemed; (iv) the name and address of the Paying Agent; (v) that the Series B Medium-Term Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (vi) that, unless the Company defaults in making such redemption payment, interest on Series B Medium-Term Notes called for redemption ceases to accrue on and after the redemption date; and (vii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Series B Medium-Term Notes. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at their expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph (which request may be revoked by so notifying the Trustee in writing on or before the Business Day immediately preceding the date requested for the mailing of such notice). (e) Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with the provisions hereof, Series B Medium-Term Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. (f) Deposit of Redemption Price. One Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of, and accrued interest, if any, on all Series B Medium-Term Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Series B Medium-Term Notes to be redeemed. If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Series B Medium-Term 4 Notes or the portions of Series B Medium-Term Notes called for redemption. If a Series B Medium-Term Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Series B Medium-Term Note was registered at the close of business on such record date. If any Series B Medium-Term Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Series B Medium-Term Notes and in Section 2.4 hereof. (g) Series B Medium-Term Notes Redeemed in Part. Upon surrender of a Series B Medium-Term Note that is redeemed in part, the Company shall issue and, upon the Company's written request, the Trustee shall authenticate for the Holder at the expense of the Company, a new Series B Medium-Term Note equal in principal amount to the unredeemed portion of the Series B Medium-Term Note surrendered; provided, however that so long as the Series B Medium Term Notes are issued in the form of global securities as provided in Section 2.12 hereof, then, in lieu of surrendering the Series B Medium- Term Note being redeemed in part, the principal amount of the applicable global Series B Medium-Term Note shall be reduced as and to the extent provided in Section 2.12(d) hereof. SECTION 2.7. LIMITED RIGHT OF REDEMPTION AT OPTION OF BENEFICIAL OWNER. (a) Unless the Series B Medium-Term Notes have become due and payable prior to their Stated Maturity by reason of an Event of Default, commencing September 20, 1998 the Representative (as defined below) of a deceased holder of an interest in the Series B Medium Term Notes (each such holder, whether by purchase or transfer from a purchaser or other transferee, a "Beneficial Owner") has the right to request redemption of all or part of his or her interest in the Series B Medium-Term Notes, in integral multiples of $1,000, for payment prior to Stated Maturity, and the Company will redeem the same subject to the limitations that the Company will not be obligated to redeem during any twelve-month period beginning September 20, 1998 or any September 20 thereafter and ending on any September 19 thereafter, (i) on behalf of any given deceased Beneficial Owner any interest in the Series B Medium-Term Notes which exceeds an aggregate principal amount of $25,000 or (ii) interests in the Series B Medium-Term Notes in an aggregate principal amount exceeding two percent of the aggregate principal amount of Series B Medium- Term Notes originally issued (i.e., $200,000). In the case of interests in the Series B Medium-Term Notes owned by a deceased Beneficial Owner, a request for redemption may be presented to the Trustee at any time and in any principal amount. If the Company, although not obligated to do so, chooses to redeem interests of a deceased Beneficial Owner in the Series B Medium-Term Notes in any such period in excess of the $25,000 5 limitation, such redemption, to the extent that it exceeds the $25,000 limitation for any Beneficial Owner, shall not be included in the computation of the two percent limitation for such period or any succeeding period. (b) Subject to the $25,000 and the two percent limitations, the Company will upon the death of any Beneficial Owner redeem the interest of the Beneficial Owner in the Series B Medium-Term Notes within 60 days following receipt by the Trustee of a validly completed Redemption Request (as defined below), including all supporting documentation, from such Beneficial Owner's personal representative, or surviving joint tenant(s), tenant(s) by the entirety or tenant(s) in common, or other persons entitled to effect such a Redemption Request (each, a "Representative"). If a Redemption Request on behalf of a deceased Beneficial Owner exceeds the $25,000 per prepayment period limitation, or if Redemption Requests in the aggregate exceed the two percent per prepayment period limitation, then such excess Redemption Request(s) (subject in the case of the $25,000 limitation to the provisions of the last sentence of paragraph (a)) will be applied to successive periods in the order of receipt for prepayment, regardless of the number of periods required to redeem such interest, unless sooner withdrawn as described below. (c) A request for redemption of an interest in the Series B Medium-Term Notes may be made by delivering a request to the direct or indirect participant in the Depository (each, a "Participant") through whom the Beneficial Owner owns such interest, in form satisfactory to the Participant, together with evidence of death of the Beneficial Owner and authority of the Representative satisfactory to the Participant and the Trustee. A Representative of a deceased Beneficial Owner may make the request for redemption and shall submit such other evidence of the right to such redemption as the Participant or Trustee shall require. The request shall specify the principal amount of the Series B Medium-Term Notes to be redeemed. A request for redemption in form satisfactory to the Participant and accompanied by the documents relevant to the request as described above, together with a certification by the Participant that it holds the interest on behalf of the deceased Beneficial Owner with respect to whom the request for redemption is being made (the "Redemption Request"), shall be provided to the Depository by a Participant and the Depository will forward the request to the Trustee. Redemption Requests, including all supporting documentation, shall be in form satisfactory to the Trustee and no request for redemption shall be considered validly made until the Redemption Request and all supporting documentation, in form satisfactory to the Trustee, shall have been received by the Trustee. (d) The price to be paid by the Company for an interest in the Series B Medium-Term Notes to be redeemed pursuant to a Redemption Request from a deceased Beneficial Owner's Representative is one hundred percent (100%) of the principal amount thereof plus accrued but unpaid interest on the principal amount redeemed to the date of payment to the Depository of the redemption price of such interest in the Series B Medium-Term 6 Notes. Subject to arrangements with the Depository, payment of the redemption price for an interest in the Series B Medium-Term Notes which is to be redeemed shall be made to the Depository within 60 days following receipt by the Trustee of the Redemption Request, including all supporting documentation, and the Series B Medium-Term Notes to be redeemed in the aggregate principal amount specified in the Redemption Request submitted to the Trustee by the Depository which is to be fulfilled in connection with such payment. An acquisition of Series B Medium-Term Notes by the Company or its subsidiaries other than by redemption at the option of any Representative of a deceased Beneficial Owner shall not be included in the computation of either the $25,000 or two percent limitations for any period. (e) Interests in the Series B Medium-Term Notes held by tenants by the entirety, joint tenants or tenants in common will be deemed to be held by a single Beneficial Owner and the death of a tenant in common, tenant by the entirety or joint tenant will be deemed the death of a Beneficial Owner. The death of a person who, during such person's lifetime, was entitled to substantially all of the rights of a Beneficial Owner will be deemed the death of the Beneficial Owner, regardless of the recordation of such interest on the records of the Participant, if such rights can be established to the satisfaction of the Participant and the Trustee. Such interests shall be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, community property or other joint ownership arrangements between a husband and wife (including individual retirement accounts or Keogh plans maintained solely by or for the decedent or by or for the decedent and any spouse), and trust and certain other arrangements where one person has substantially all of the rights of a Beneficial Owner during such person's lifetime. (f) Any Redemption Request may be withdrawn upon delivery of a written request for such withdrawal given to the Trustee by the Depository prior to payment to the Depository of the redemption price of the interest in the Series B Medium-Term Notes. Section 2.8. ADDITIONAL COVENANTS. For the benefit of the Holders from time to time of the Series B Medium-Term Notes, and in addition to the covenants set forth in Article 9 of the Indenture, the Company further covenants and agrees as follows: (a) LIMITATIONS ON DISPOSITION OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES. The Company will not, and will not permit any Restricted 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 by the Company and its Restricted Subsidiaries shall be disposed of at the same time for a consideration consisting of cash or other property which the Board of Directors 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 7 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. (b) LIMITATIONS UPON CREATION OF LIENS ON CAPITAL STOCK OF RESTRICTED SUBSIDIARIES. 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 B Medium-Term Notes then outstanding (and if the Company so elects, any other indebtedness ranking on a parity with the Series B Medium-Term 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 2.8(b) 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 $5,000,000, or (iv) created by or resulting from any litigation or legal proceeding being contested in good faith. If the Company shall hereafter be required to secure the Series B Medium-Term Notes equally and ratably with any other indebtedness pursuant to this Section 2.8(b), (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 B Medium-Term Notes. For purposes of this Section 2.8, "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. 8 For purposes of this Section 2.8, "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 2.9. MODIFICATION OF EVENTS OF DEFAULT. For the benefit of the Holders from time to time of the Series B Medium-Term 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: "(4) 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 $15,000,000 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 that series 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 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 2.10. DENOMINATION. The Series B Medium-Term Notes shall be issuable in denominations of $1,000 and integral multiples thereof. 9 Section 2.11. CURRENCY. Principal and interest on the Series B Medium-Term Notes shall be payable in Dollars. Section 2.12. REGISTERED SECURITIES IN GLOBAL FORM. (a) The Series B Medium-Term Notes will be issued in the form of one or more fully registered global securities, representing the aggregate principal amount of the Series B Medium-Term Notes, that will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and registered in the name of Cede & Co., the nominee of DTC. (b) Except as provided in Section 3.5 of the Indenture, Beneficial Owners of interests in the Series B Medium-Term Notes may not exchange such interests for certificated Series B Medium-Term Notes. (c) In addition to the legend specified in Section 2.4 of the Indenture, each certificate evidencing the Series B Medium-Term Notes shall bear the following legend: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (d) If the Series B Medium-Term Notes are redeemed pursuant to Sections 2.6 or 2.7 hereof in whole or in part, the principal amount of the applicable global Series B Medium-Term Note shall be reduced by the amount of the interest, or portion thereof, so redeemed and an endorsement shall be made on such Series B Medium-Term Note by the Trustee to reflect such reduction. Section 2.13. FORM OF SERIES B MEDIUM-TERM NOTES. The Series B Medium- Term Notes shall be substantially in the form attached as Exhibit A hereto. Section 2.14. DEFEASANCE AND COVENANT DEFEASANCE. The provisions of Section 4.4 of the Indenture shall apply to the Series B Medium-Term Notes. The provisions of Section 4.5 of the Indenture shall apply to the Series B Medium-Term Notes with respect to the covenants specified in said Section 4.5 and the covenants set forth in Section 2.8 of this Supplemental Indenture No. 3. 10 Section 2.15. REGISTRAR AND PAYING AGENT. The Trustee shall initially serve as Registrar and Paying Agent. ARTICLE 3 MISCELLANEOUS PROVISIONS Section 3.1. The Indenture, as supplemented and amended by this Supplemental Indenture No. 3, is in all respects hereby adopted, ratified and confirmed. Section 3.2. This Supplemental Indenture No. 3 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. 3 AND EACH SERIES B MEDIUM-TERM NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 11 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 3 to be duly executed, as of the day and year first written above. PROTECTIVE LIFE CORPORATION By: /s/ John D. Johns Name: John D. Johns Title: President and Chief Operating Officer By: /s/ Jerry W. DeFoor Name: Jerry W. DeFoor Title: Vice President, Controller and Chief Accounting Officer (Seal) Attest: /s/ John K. Wright Name: John K. Wright Title: Secretary THE BANK OF NEW YORK, Trustee By: /s/ Walter N. Gitlin Name: Wlater N. Gitlin Title: Vice-President (Seal) Attest: /s/ Marie E. Trimboli Name: Marie E. Trimboli Title: Assistant Treasurer 12 EXHIBIT A TO SUPPLEMENTAL INDENTURE NO. 3 (FORM OF FACE OF MEDIUM-TERM NOTE) UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS MEDIUM-TERM NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR MEDIUM-TERM NOTES IN CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. PROTECTIVE LIFE CORPORATION 7.45% Medium-Term Note Due October 1, 2011 No. 1 $10,000,000 CUSIP: 743674 AD 5 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 Cede & Co., or registered assigns, the principal sum of $10,000,000 (Ten Million Dollars) on October 1, 2011, and to pay interest thereon from September 20, 1996, or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest shall be payable on the Company's 7.45% Medium-Term Note due October 1, 2011 ("Medium-Term Note") semiannually on April 1 and October 1 of each year (each an "Interest Payment Date"), commencing on April 1, 1997 at the rate of 7.45% 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 7.45% per annum (to the extent that the payment of such 1 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. 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 calendar month, 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 Medium-Term Note 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 to 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 Medium-Term Note is registered at the close of business on the Regular Record Date for such Interest Payment Date, which shall be the March 15 or September 15, as the case may be, 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 Medium-Term Note is registered on the relevant Regular Record Date, and such defaulted interest shall instead by payable to the Person in whose name this Medium- Term Note is registered on the Special Record Date or other specified date determined in accordance with the Indenture and Supplemental Indenture No. 3, referred to on the reverse hereof. Payment of the principal of and interest on this Medium-Term Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York (which shall initially be the Corporate Trust Office of the Trustee), in same day funds by wire transfer to an account maintained by the Person entitled thereto as specified in the Register of Holders of the Medium-Term Notes, 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. Reference is hereby made to the further provisions of this Medium-Term Note 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 Medium-Term Note shall not be entitled to any benefit under the Indenture and Supplemental Indenture No. 3 referred to on the reverse hereof or be valid or obligatory for any purpose. 2 IN WITNESS WHEREOF, Protective Life Corporation has caused this instrument to be executed under its corporate seal. Dated: September 20, 1996 (Corporate Seal) PROTECTIVE LIFE CORPORATION By: John D. Johns President and Chief Operating Officer By: Jerry W. DeFoor Vice President, Controller and Chief Accounting Officer This is one of the Securities of the series described in the within-mentioned Indenture. Dated: September 20, 1996 THE BANK OF NEW YORK, as Trustee By:____________________________ Authorized Signatory 3 (FORM OF REVERSE OF MEDIUM-TERM NOTE) This Medium-Term Note 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 Senior Indenture, dated as of June 1, 1994 (herein, together with all indentures supplemental thereto, including Supplemental Indenture No. 3, dated as of September 15, 1996, called the "Indenture"), from the Company to The Bank of New York (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 or rights, duties and immunities thereunder of the Company, the Trustee 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 $10,000,000, and is issued pursuant to Supplemental Indenture No. 3, dated as of September 15, 1996, from the Company to the Trustee, relating to the Securities of this series (herein called "Supplemental Indenture No. 3"). The Securities of this series shall not be subject to redemption at the option of the Company at any time and the Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund, except in each instance as follows: Optional Redemption. On or after October 1, 2001, the Company may, at its option, redeem the Medium-Term Notes in whole or in part, from time to time at a redemption price equal to 100% of the principal amount to be redeemed, together with accrued but unpaid interest, if any, on the principal amount to be redeemed to the date of the redemption. In the event that less than all of the Medium-Term Notes are to be redeemed at any time, selection of the Medium-Term Notes or portions thereof for redemption will be made by the Trustee by lot or by any other method the Trustee shall deem fair and reasonable; provided, however, that Medium-Term Notes and portions of the Medium-Term Notes that the Trustee selects shall be in amounts of $1,000 or integral multiples of $1,000. Notice of redemption to the Holders of the Medium-Term Notes to be redeemed shall be given by mailing notice of such redemption by first-class mail, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of the Medium-Term Notes at their registered address. Unless the Company defaults in making such redemption payment, interest on the Medium-Term Notes called for redemption ceases to accrue on and after the redemption date. Redemption at the Option of the Holder. Unless the Medium-Term Notes have become due and payable prior to their Stated Maturity by reason of an Event of Default or by reason of redemption at the option of the Company, commencing September 20, 1998 the Representative (as defined below) of a deceased Beneficial Owner of an interest in the Medium-Term Notes has the right to request redemption of all or part of his or her interest in the Medium-Term Notes, in integral multiples of $1,000, for payment prior to Stated Maturity, and the Company will redeem the same subject to the limitations that the Company will not be obligated to redeem during any twelve-month period beginning September 20, 1998 or any September 20 thereafter and ending 1 on any September 19 thereafter, (i) on behalf of any given deceased Beneficial Owner any interest in the Medium-Term Notes which exceeds an aggregate principal amount of $25,000 or (ii) interests in the Medium-Term Notes in an aggregate principal amount exceeding two percent of the aggregate principal amount of Medium-Term Notes originally issued (i.e., $200,000). In the case of interests in the Medium-Term Notes owned by a deceased Beneficial Owner, a request for redemption may be presented to the Trustee at any time and in any principal amount. If the Company, although not obligated to do so, chooses to redeem interests of a deceased Beneficial Owner in the Medium-Term Notes in any such period in excess of the $25,000 limitation, such redemption, to the extent that it exceeds the $25,000 limitation for any Beneficial Owner, shall not be included in the computation of the two percent limitation for such period or any succeeding period. Subject to the $25,000 and the two percent limitations, the Company will upon the death of any Beneficial Owner redeem the interest of the Beneficial Owner in the Medium-Term Notes within 60 days following receipt by the Trustee of a validly completed Redemption Request (as defined below), including all supporting documentation, from such Beneficial Owner's personal representative, or surviving joint tenant(s), tenant(s) by the entirety or tenant(s) in common, or other persons entitled to effect such a Redemption Request (each, a "Representative"). If a Redemption Request on behalf of a deceased Beneficial Owner exceeds the $25,000 per prepayment period limitation, or if Redemption Requests in the aggregate exceed the two percent per prepayment period limitation, then such excess Redemption Request(s) (subject in the case of the $25,000 limitation to the provisions of the last sentence of the preceding paragraph) will be applied to successive periods in the order of receipt for prepayment, regardless of the number of periods required to redeem such interest unless sooner withdrawn as described below. A request for redemption of an interest in the Medium-Term Notes may be made by delivering a request to the Participant through whom the Beneficial Owner owns such interest, in form satisfactory to the Participant, together with evidence of death of the Beneficial Owner and authority of the Representative satisfactory to the Participant and the Trustee. A Representative of a deceased Beneficial Owner may make the request for redemption and shall submit such other evidence of the right to such redemption as the Participant or Trustee shall require. The request shall specify the principal amount of the Medium-Term Notes to be redeemed. A request for redemption in form satisfactory to the Participant and accompanied by the documents relevant to the request as described above, together with a certification by the Participant that it holds the interest on behalf of the deceased Beneficial Owner with respect to whom the request for redemption is being made (the "Redemption Request"), shall be provided to the Depository by a Participant and the Depository will forward the request to the Trustee. Redemption Requests, including all supporting documentation, shall be in form satisfactory to the Trustee and no request for redemption shall be considered validly made until the Redemption Request and all supporting documentation, in form satisfactory to the Trustee, shall have been received by the Trustee. The price to be paid by the Company for an interest in the Medium-Term Notes to be redeemed pursuant to a Redemption Request from a deceased Beneficial Owner's Representative is one 2 hundred percent (100%) of the principal amount thereof plus accrued but unpaid interest on the principal amount redeemed to the date of payment to the Depository of the redemption price of such interest in the Medium-Term Notes. Subject to arrangements with the Depository, payment of the redemption price for an interest in the Medium-Term Notes which is to be redeemed shall be made to the Depository within 60 days following receipt by the Trustee of the Redemption Request, including all supporting documentation, and the Medium-Term Notes to be redeemed in the aggregate principal amount specified in the Redemption Request submitted to the Trustee by the Depository which is to be fulfilled in connection with such payment. An acquisition of Medium-Term Notes by the Company or its subsidiaries other than by redemption at the option of any Representative of a deceased Beneficial Owner shall not be included in the computation of either the $25,000 or two percent limitations for any period. Interests in the Medium-Term Notes held by tenants by the entirety, joint tenants or tenants in common will be deemed to be held by a single Beneficial Owner and the death of a tenant in common, tenant by the entirety or joint tenant will be deemed the death of a Beneficial Owner. The death of a person who, during such person's lifetime, was entitled to substantially all of the rights of a Beneficial Owner will be deemed the death of the Beneficial Owner, regardless of the recordation of such interest on the records of the Participant, if such rights can be established to the satisfaction of the Participant and the Trustee. Such interests shall be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, community property or other joint ownership arrangements between a husband and wife (including individual retirement accounts or Keogh plans maintained solely by or for the decedent or by or for the decedent and any spouse), and trust and certain other arrangements where one person has substantially all of the rights of a Beneficial Owner during such person's lifetime. Any Redemption Request may be withdrawn upon delivery of a written request for such withdrawal given to the Trustee by the Depository prior to payment to the Depository of the redemption price of the interest in the Medium-Term Notes. The Indenture contains provisions for defeasance at any time of the indebtedness on 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. 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 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 3 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 aggregate 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 this 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. 3 and no provision of this Security or of the Indenture or of Supplemental Indenture No. 3 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 set forth therein and in Supplemental Indenture No. 3, the transfer of this Security is registrable on 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. 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 a 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 of the Company or the Trustee shall be affected by notice to the contrary. 4 THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 5 SCHEDULE OF REDEMPTIONS The following redemptions of interests in this Global Note have been made: Amount of Decrease Principal Amount of the Signature of Date of in Principal Amount Global Note Authorized Officer Redemption of this Global Note Following Such Decrease of Trustee EX-5 4 1 EXHIBIT 5(d) Edward D. Jones & Co. September 20, 1996 Page 1 September 20, 1996 Edward D. Jones & Co. 12555 Manchester Road St. Louis, Missouri 63131-3729 Re: Protective Life Corporation -- 7.45% Medium-Term Notes Due October 1, 2011 Ladies and Gentlemen: We have acted as special counsel to Protective Life Corporation, a Delaware corporation (the "Company"), in connection with (i) the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Prospectus Supplement, dated July 24, 1996, as supplemented by Pricing Supplement No. 2, dated September 16, 1996, each in the form filed pursuant to Rule 424(b) of the General Rules and Regulations under the Act (the "Prospectus Supplement" and "Pricing Supplement," respectively), relating to the Company's 7.45% Medium-Term Notes due October 1, 2011 (the "Notes") in an aggregate principal amount of $10,000,000, to be sold to you today, (ii) the preparation, execution and delivery of Supplemental Indenture No. 3, dated as of September 15, 1996, from the Company to The Bank of New York, as trustee (the "Trustee"), to the Senior Indenture, dated as of June 1, 1994, from the Company to the Trustee (as so supplemented, the "Indenture"), and (iii) the preparation, execution and delivery of the Distribution Agreement, dated July 31, 1996 (the "Distribution Agreement") and the Terms Agreement, dated September 16, 1996, between you and the Company (the "Terms Agreement"). Capitalized terms used in this opinion letter and not defined herein have the respective meanings assigned to those terms in the Distribution Agreement. In our capacity described above, we have reviewed such documents, records, agreements and certificates, and we have considered such matters of law and of fact, as we deemed appropriate. We have relied upon certificates or statements or both of various governmental officials, and as to factual matters material to the opinions expressed herein, certificates of officers of the Company and of the Trustee and upon the representations and warranties made by the Company in the Distribution Agreement. In our examination, we have assumed the genuineness of signatures on original documents and the conformity to the originals of all copies submitted to us as certified, conformed or Edward D. Jones & Co. September 20, 1996 Page 2 photographic copies, and the legal competence of natural persons. As to certificates or statements or both of public officials, we have assumed that they have been properly given and are accurate. Based upon the foregoing and subject to the qualifications, assumptions and limitations set forth herein, we are of the following opinions: 1. The Notes have been duly authorized, executed, issued, authenticated and delivered by the Company and constitute valid and binding obligations of the Company entitled to the benefits provided by the Indenture, enforceable against the Company in accordance with their terms; and the Notes conform in all material respects to the description thereof contained in the Prospectus, dated October 12, 1994, included in the Registration Statement (the "Prospectus"), as supplemented by the Prospectus Supplement and the Pricing Supplement. 2. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and conforms in all material respects to the description thereof contained in the Prospectus, as supplemented by the Prospectus Supplement and the Pricing Supplement. 3. The Distribution Agreement and the Terms Agreement have been duly authorized, executed and delivered by the Company. 4. The Registration Statement and the Prospectus, as supplemented by the Prospectus Supplement and the Pricing Supplement, (other than the financial statements and related notes, the financial statement schedules and other financial and statistical data included therein, as to which we express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder. 5. The statements contained in the Prospectus under the caption "Description of Debt Securities of Protective Life," as amended or supplemented by the statements contained in the Prospectus Supplement under the caption "Description of the Notes" and by the statements contained in the Pricing Supplement, insofar as such statements constitute summaries of certain provisions of the documents referred to therein, fairly summarize the material provisions of such documents. Edward D. Jones & Co. September 20, 1996 Page 3 6. The statements contained in the Prospectus Supplement under the caption "Certain United States Income Tax Considerations," insofar as such statements constitute summaries of certain provisions of United States tax laws referred to therein, fairly summarize the material provisions of such United States tax laws. While we have not checked the accuracy or completeness of or otherwise verified, and are not passing upon, and assume no responsibility for, the accuracy or completeness of, the statements contained in the Registration Statement, the Prospectus, the Prospectus Supplement or the Pricing Supplement, except to the limited extent stated in paragraphs 1, 2, 5 and 6 above, in the course of our review and discussion of the contents of the Registration Statement, the Prospectus, the Prospectus Supplement and the Pricing Supplement with certain officers and employees of the Company and its independent accountants, but without independent check or verification, no facts have come to our attention that have caused us to believe that the Registration Statement, the Prospectus, the Prospectus Supplement or the Pricing Supplement, as of the date of the Terms Agreement and the date hereof (other than the financial statements and related notes, the financial statement schedules and other financial and statistical data included therein, and except for the Statement of Eligibility of the Trustee on Form T-1 under the Trust Indenture Act, as to each of which we express no opinion), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing opinions are subject to the following qualifications, assumptions and limitations: a. Our opinions expressed above are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States. No opinion is expressed as to any other laws, nor to any ordinances, regulations or rules of any county, city or other political subdivision of the State of Delaware or the State of New York. b. Any opinion as to enforceability is limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect related to creditors' rights (including, without limitation, fraudulent conveyance and other laws of similar import) and by equitable principles and defenses affecting creditors' rights generally, and by the discretion of the courts in granting equitable remedies, including specific performance (regardless of whether such enforceability is considered in a proceeding at law or in equity and regardless of whether such limitations are derived from constitutions, statutes, judicial decisions or otherwise). Edward D. Jones & Co. September 20, 1996 Page 4 This opinion letter is provided to you for your exclusive use solely in connection with the consummation by the Company of the transactions contemplated in the Distribution Agreement and the Terms Agreement, and may be relied upon by you only in connection therewith, may not be relied upon by you for any other purpose or by anyone else for any purpose, and may not be quoted, published or otherwise disseminated without our prior written consent; provided, however, that (i) we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement with respect to the opinions expressed in paragraphs 1 and 6 above, and to the reference to our firm under the caption "Legal Opinions" in the Prospectus Supplement, and (ii) the Trustee may rely, solely in connection with the consummation of the transactions contemplated in the Distribution Agreement and the Terms Agreement, on our opinion contained in the first sentence of paragraph 2 above, subject to the qualifications, exemptions and limitations set forth in this opinion letter. Very truly yours, /s/ Sutherland, Asbill & Brennan -----END PRIVACY-ENHANCED MESSAGE-----