8-K

QuickLinks -- Click here to rapidly navigate through this document

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):    February 28, 2001

Protective Life Corporation
(Exact name of registrant as specified in its charter)

Delaware	1-12332	95-2492236
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

2801 Highway 280 South
Birmingham, Alabama 35223
(Address of Principal Executive Offices,
Including Zip Code)

Registrant's telephone number, including area code:    (205) 879-9230

Item 5. Other Events.

    Protective Life Corporation (the "Company") has registered various securities including debt securities (the "Debt Securities") pursuant to Registration Statement No. 333-80769, as amended (the "Registration Statement"). The securities, including the Debt Securities, were registered on Form S-3 to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. On February 23, 2001, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with the underwriter named therein, relating to the offering by the Company of a series of Debt Securities under the Registration Statement; $100,000,000 aggregate principal amount of Floating Rate Senior Notes due February 28, 2003 (the "Offered Securities"). The Offered Securities were issued on February 28, 2001 under the Senior Indenture, dated as of June 1, 1994, between the Company and The Bank of New York, as trustee (the "Trustee"), as supplemented by Supplemental Indenture No. 8, dated as of February 28, 2001 (the "Supplemental Indenture"). Each of (i) the Underwriting Agreement, (ii) the Pricing Agreement outlining the terms of the Offered Securities, and (iii) the form of Offered Securities are being filed as an exhibit to this report.

Item 7. Financial Statements and Exhibits.

(c)

Exhibits

Exhibit Number	Description of Document
1.1	Underwriting Agreement dated as of February 23, 2001 between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter.
1.2	Pricing Agreement dated as of February 23, 2001 between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated
4.1	Form of Floating Rate Senior Note due February 28, 2003 issued by the Company under the Supplemental Indenture.
4.2	Supplemental Indenture No. 8 dated as of February 28, 2001 between the Company and The Bank of New York, as trustee.

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: February 28, 2001	By:	/s/ DEBORAH J. LONG
	Name:	Deborah J. Long
	Title:	Senior Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit Number	Description	Page No.
1.1	Underwriting Agreement dated as of February 23, 2001 between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter.
1.2	Pricing Agreement dated as of February 23, 2001 between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated
4.1	Form of Floating Rate Senior Note due February 28, 2001 issued by the Company under the Supplemental Indenture.
4.2	Supplemental Indenture No. 8 dated as of February 28, 2001 between the Company and The Bank of New York, as trustee.

QuickLinks

SIGNATURES
EXHIBIT INDEX

EX-1.1

                                                                     Exhibit 1.1

                           PROTECTIVE LIFE CORPORATION
                                 DEBT SECURITIES

                             UNDERWRITING AGREEMENT

                                                               February 23, 2001

To the Representatives of the
several Underwriters to be named in
the respective Pricing Agreements
hereinafter described.

Dear Sirs or Madams:

From time to time Protective Life Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements in the form of
Annex I hereto, with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the firms named in Schedule I to the applicable Pricing
Agreement (such firms constituting the "Underwriters" with respect to such
Pricing Agreement and the securities specified therein) certain of its debt
securities (the "Securities") specified in Schedule II to such Pricing Agreement
(with respect to such Pricing Agreement, the "Designated Securities").

The terms and rights of any particular issuance of Designated Securities shall
be as specified in the Pricing Agreement relating thereto and in or pursuant to
the indenture (such indenture, including any supplement thereto relating to the
Designated Securities, the "Indenture") identified in such Pricing Agreement.

     1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Designated Securities, for whom the firms
designated as representatives of the Underwriters of such Designated
Securities in the Pricing Agreement relating thereto will act as
representatives (the "Representatives"). The term "Representatives" also
refers to a single firm acting as sole representative of the Underwriters and
to Underwriters who act without any firm being designated as their
representative. This Underwriting Agreement shall not be construed as an
obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of
the Underwriters to purchase any of the Securities shall be evidenced by the
Pricing Agreement with respect to the Designated Securities specified
therein. Each Pricing Agreement shall specify the aggregate principal amount
of such Designated Securities, the initial public offering price of such
Designated Securities, the purchase price to the Underwriters of such
Designated Securities, the names of the Underwriters of such Designated
Securities, the names of the Representatives of such Underwriters and the
principal amount of such Designated Securities to be purchased by



each Underwriter and shall set forth the date, time and manner of delivery of
such Designated Securities and payment therefor. The Pricing Agreement shall
also specify (to the extent not set forth in the Indenture and the registration
statement and prospectus with respect thereto) the terms of such Designated
Securities. A Pricing Agreement shall be in the form of an executed writing
(which may be in counterparts), and may be evidenced by an exchange of
telegraphic communications or any other rapid transmission device designed to
produce a written record of communications transmitted. The obligations of the
Underwriters under this Agreement and each Pricing Agreement shall be several
and not joint.

      2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

      (a) A registration statement on Form S-3 (File No. 333-80769), as amended
by Amendment No. 1 thereto, in respect of the Securities, Common Stock and
Preferred Stock of the Company and the Preferred Securities of PLC Capital Trust
III and PLC Capital Trust IV, limited liability companies formed under the laws
of the State of Delaware (collectively, the "Registered Securities"), has been
filed with the Securities and Exchange Commission (the "Commission") and, as so
amended, has been declared effective by the Commission; such registration
statement and any post-effective amendment thereto (including any registration
statement increasing the size of the offering (a "Rule 462(b) Registration
Statement") filed pursuant to Rule 462(b) of the Act, as defined below), each in
the form heretofore delivered or to be delivered to the Representatives and,
excluding exhibits to such registration statement, but including all documents
incorporated by reference in the prospectus contained therein, to the
Representatives for delivery to each of the other Underwriters, have been
declared effective by the Commission in such form; no other document with
respect to such registration statement or document incorporated by reference
therein has heretofore been filed or transmitted for filing with the Commission;
and no stop order suspending the effectiveness of such registration statement
has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus, together with the base
prospectus included in such registration statement, being hereinafter called a
"Preliminary Prospectus"; the various parts of such registration statement
(including any Rule 462(b) Registration Statement) including all exhibits
thereto and the documents incorporated by reference in the prospectus contained
in the registration statement at the time such part of the registration
statement becomes effective but excluding any Forms T-1 and, if applicable,
including the information contained in the form of final prospectus filed with
the Commission pursuant to Rule 424(b) under the Act in accordance with Section
5(a) hereof and deemed by virtue of Rule 430A or 434(d) under the Act to be a
part of such registration statement at effectiveness, each as amended at the
time such part of the registration statement become effective, being hereinafter
called the "Registration Statement"; the prospectus (including, if applicable,
any prospectus supplement) relating to the Registered Securities, in the form in
which it has most recently been filed, or transmitted for filing, with the
Commission on or prior to the date of this Agreement, being hereinafter called
the "Prospectus", provided, that if the


                                       2


Underwriters elect to rely on Rule 434 of the Securities Act of 1933, as amended
(the "Act"), then all references to "Prospectus" shall be deemed to include the
final or preliminary prospectus and the applicable term sheet or abbreviated
term sheet (the "Term Sheet"), as the case may be, in the form first furnished
to the Underwriters by the Company in reliance on Rule 434, and all references
herein to the date of the Prospectus shall mean the date of the Term Sheet; any
reference herein to any Preliminary Prospectus or the Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein pursuant
to the applicable form under the Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed with the Commission after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment to the Registration Statement shall
be deemed to refer to and include any annual report of the Company filed
pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date
of the Registration Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated Securities in the form in
which it is filed with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section 5(a) hereof, including any documents incorporated by
reference therein as of the date of such filing);

      (b) The documents incorporated or deemed to be incorporated by reference
in the Prospectus, when they became effective or were filed with the Commission,
as the case may be, conformed in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the Prospectus or
any further amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and will
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities;

      (c) The Company met, at the time of effectiveness of the Registration
Statement, and will meet as of the date of any Pricing Agreement and any Time of
Delivery, the requirements for use of Form S-3 under the Act. The Registration
Statement, as of the applicable effective date, and the Prospectus, as of the
applicable filing date, the date


                                       3


hereof, the date of any Pricing Agreement and any Time of Delivery, conform and
will conform, and any further amendments or supplements to the Registration
Statement or the Prospectus will conform, in all material respects to the
requirements of the Act and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date as to
the Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto as of
the date hereof, the date of any Pricing Agreement and as of any Time of
Delivery, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein (i) in the case of the Registration Statement, not misleading and (ii)
in the case of the Prospectus, in light of the circumstances under which they
were made, not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives expressly for
use in the Prospectus as amended or supplemented relating to such Securities;

      Each preliminary prospectus and prospectus delivered to the Underwriters
for use in connection with the offering of the Securities will, at the time of
such delivery, be identical in all material respects to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

      (d) The financial statements included or incorporated by reference in the
Registration Statement and the Prospectus, together with the related schedules
and notes, present fairly the financial position of the Company and its
consolidated subsidiaries at the dates indicated and the statements of income,
stockholders' equity and cash flows of the Company and its consolidated
subsidiaries for the periods specified; said financial statements have been
prepared in conformity with generally accepted accounting principles ("GAAP")
applied on a consistent basis throughout the periods involved. The supporting
schedules, if any, included or incorporated by reference in the Registration
Statement present fairly in accordance with GAAP the information required to be
started therein. The selected financial information and the summary financial
information included in the Prospectus present fairly the information shown
therein and have been compiled on a basis consistent with that of the audited
financial statements included in the Registration Statement. Since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, there has not been (i) any material change in the capital
stock or any increase in the long-term debt of the Company or any of its
subsidiaries in excess of $9 million, (ii) any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries taken as a whole or (iii) any
reduction in the statutory capital or surplus of the Company's subsidiaries
engaged in the business of insurance (each an "Insurance Subsidiary," and
collectively, the "Insurance Subsidiaries"), taken as a whole in excess of $9
million, in each case otherwise than as set forth or contemplated in the
Prospectus;


                                       4


      (e) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus and has been duly qualified as a foreign
corporation for the transaction of business under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any business, so
as to require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such jurisdiction;

      (f) Each of Protective Life Insurance Company ("Protective Life"), United
Dental Care, Inc. ("UDC") and West Coast Life Insurance Company ("West Coast"),
(each a "Material Subsidiary" and, collectively, the "Material Subsidiaries")
has been duly incorporated and is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation, with power and
authority (corporate and other) to own its properties and conduct its business
as described in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, in any case where it
could be reasonably expected that such failure to be so qualified would have a
material adverse effect on the business, financial position or results of the
Company and its subsidiaries considered as a whole;

      (g) Each of Protective Life and West Coast Life is duly organized and
licensed as an insurance company and UDC is otherwise licensed as required in
its state of incorporation and each Material Subsidiary is duly licensed or
authorized as an insurer or otherwise in each other jurisdiction where it is
required to be so licensed or authorized to conduct its business as described in
the Prospectus, except for any such jurisdiction in which the failure to be so
licensed or authorized would not have a material adverse effect on the business,
financial condition or results of operations of the Company and its
subsidiaries, considered as a whole; and except as otherwise specifically
described in the Prospectus, neither the Company nor any Material Subsidiary has
received any notification from any insurance or other regulatory authority to
the effect that any additional authorization, approval, order, consent, license,
certificate, permit, registration or qualification from such insurance or other
regulatory authority is needed to be obtained by either of the Company or any
Material Subsidiary in any case where it could be reasonably expected that the
failure to obtain any such additional authorization, approval, order, consent,
license, certificate, permit, registration or qualification would have a
material adverse effect on the business, financial position or results of
operations of the Company and its subsidiaries, considered as a whole;

      (h) The Company has an authorized capitalization as set forth in the
Prospectus, as amended or supplemented, and all of the issued shares of capital
stock of the Company have been duly and validly authorized and issued, are fully
paid and non-assessable and conform in all material respects to the descriptions
thereof contained in the Prospectus; and all of the issued shares of capital
stock of each of the Material Subsidiaries have been duly and validly authorized
and issued, are fully paid and non-assessable and (except for directors'
qualifying shares) are owned directly or indirectly by the Company, free and


                                       5


clear of any perfected security interests and, to the Company's best knowledge,
any other security interests, claims, liens, or encumbrances;

      (i) This Agreement has been duly authorized, executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles and except that no representation or warranty is made with respect to
the enforceability of Section 8 hereof. The Securities have been duly
authorized, and, when Designated Securities are issued and delivered pursuant to
this Agreement and the Pricing Agreement with respect to such Designated
Securities, such Designated Securities will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
Indenture, which will be substantially in the form filed as an exhibit to the
Registration Statement; the Indenture has been duly authorized and duly
qualified under the Trust Indenture Act and, at the Time of Delivery for such
Designated Securities (as defined in Section 4 hereof), the Indenture will
constitute a valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the Indenture conforms,
and the Designated Securities will conform, to the descriptions thereof
contained in the Prospectus as amended or supplemented with respect to such
Designated Securities;

      (j) The issue and sale of the Securities and the compliance by the Company
with all of the provisions of the Securities, the Indenture, this Agreement and
any Pricing Agreement, and the consummation of the transactions herein and
therein contemplated will not (1) conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any Material Subsidiary is a party or by
which the Company or any Material Subsidiary is bound or to which any of the
property or assets of the Company or any Material Subsidiary is subject, except,
in all such cases, for such conflicts, breaches, violations or defaults as would
not have a material adverse effect on the financial condition or results of
operations of the Company and its subsidiaries taken as a whole or would not
affect the validity of or otherwise have a material adverse effect on the
issuance or sale of the Designated Securities or (2) result in any violation of
the provisions of (A) the Certificate of Incorporation or By-laws of the Company
or any Material Subsidiary or (B) any statute or any order, rule or regulation
of any court or insurance regulatory authority or other governmental agency or
body having jurisdiction over the Company or any Material Subsidiary or any of
their properties; provided, however that in the case of clause (B) of this
paragraph 2(j), this representation and warranty shall not extend to such
violations as would not have a material adverse effect on the financial
condition or results of operations of the Company and its subsidiaries taken as
a whole or would not affect the validity of or otherwise have a material adverse
effect on the issuance or sale of the Designated Securities; provided further,
that insofar as this representation and warranty


                                       6


relates to the performance by the Company of its obligations under this
Agreement, the Pricing Agreement or the Indenture relating to the Designated
Securities, such performance is subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles, and
provided further that no representation or warranty is made with respect to the
enforceability of Section 8 hereof; and no consent, approval, authorization,
order, registration or qualification of or with any such court or insurance
regulatory authority or other governmental agency or body having jurisdiction
over the Company or any Material Subsidiary is required for the issue and sale
of the Securities or the consummation by the Company of the transactions
contemplated by this Agreement or any Pricing Agreement or the Indenture, except
such as have been, or will have been prior to the Time of Delivery, obtained
under the Act and the Trust Indenture Act and such consents, approvals,
authorizations, orders, registrations or qualifications as may be required under
state securities or Blue Sky laws or insurance securities laws in connection
with the purchase and distribution of the Securities by the Underwriters and
except those which, if not obtained, will not have a material adverse effect on
the financial condition or results of operations of the Company and its
subsidiaries taken as a whole or would not affect the validity of or otherwise
have a material adverse effect on the issuance or sale of the Designated
Securities;

      (k) Other than as set forth or contemplated in the Prospectus, there are
no actions, suits or proceedings before or by any government, governmental
instrumentality or court, domestic or foreign, now pending or to the knowledge
of the Company threatened to which the Company or any of its subsidiaries is a
party or of which any property of the Company or any of its subsidiaries is the
subject which, if determined adversely to the Company or any of its
subsidiaries, would reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the consolidated financial position,
stockholders' equity (if applicable), total surplus (if applicable) or results
of operations of the Company and its subsidiaries taken as a whole;

      (l) The Company is not and, upon the issuance or sale of the Securities
and the application of the net proceeds therefrom, will not be an "investment
company" or an entity "controlled" by an "investment company", as such terms are
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act");

      (m) The accountants who certified certain financial statements and
supporting schedules of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement and Prospectus, are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder;

      (n) The statements set forth in the Prospectus under the captions
"Description of Debt Securities of Protective" and "Description of the Senior
Notes", insofar as they purport to constitute a summary of the terms of the
Securities, and insofar as they purport to describe the provisions of the laws
and documents referred to therein, are accurate, complete and fair;


                                       7


      (o) Neither the Company nor any of its subsidiaries is in violation of its
Certificate of Incorporation or By-laws or other charter documents or in default
in the performance or observance of any material obligation, agreement, covenant
or condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound which would reasonably be
expected to have a material adverse effect on the financial position or results
of the Company and its subsidiaries taken as a whole or an adverse effect on the
offering, servicing or payment of the debt evidenced by the Designated
Securities;

      (p) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in any rating of
the Company or Protective Life Insurance or the rating accorded any of the
Company's debt securities by Moody's Investors Service, Inc., Standard & Poor's
Corporation, A.M. Best Company, Inc. or Fitch Inc. and (ii) no such organization
shall have publicly announced that it has under surveillance or review, with
possible negative implications, any such rating.

      Any certificate signed by any director or officer of the Company and
delivered to the Representatives or to counsel for the Representatives in
connection with a sale of any Designated Security to the Underwriters shall be
deemed a representation and warranty by the Company to the Underwriters as to
the matters covered thereby on the date of such certificate.

      3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

      4. Unless otherwise specified in the applicable Pricing Agreement, global
certificates for Designated Securities to be purchased by each Underwriter
pursuant to such Pricing Agreement, registered in the name Cede & Co., shall be
delivered by or on behalf of the Company to The Depository Trust Company, which
shall release such Designated Securities to the accounts of the Representatives
for the account of such Underwriter, against payment by such Underwriter or on
its behalf of the purchase price therefor by federal funds wire transfer of
immediately available funds to a bank account specified by the Company and
described in Schedule II to such Pricing Agreement, all at the place and time
and date specified in such Pricing Agreement or at such other place and time and
date as the Representatives and the Company may agree upon in writing, such time
and date being herein called the "Time of Delivery" for such Securities.

      5. The Company agrees with each of the Underwriters of any Designated
Securities:


                                       8


      (a) To prepare the Prospectus as amended and supplemented in relation to
the applicable Designated Securities in a form approved by the Representatives
(which approval will not be unreasonably withheld) and to file such Prospectus
pursuant to Rule 424(b) under the Act not later than such time as required by
Rule 424(b) and to comply with the requirements of Rule 430A and Rule 434 under
the Act, if and as applicable; to make no further amendment or any supplement to
the Registration Statement or Prospectus as amended or supplemented after the
date of the Pricing Agreement relating to such Securities and prior to the Time
of Delivery for such Securities which shall be reasonably disapproved by the
Representatives for such Securities promptly after reasonable notice thereof; to
advise the Representatives promptly of any such amendment or supplement after
such Time of Delivery and furnish the Representatives with copies thereof; to
comply with the Act and the Exchange Act so as to permit the completion of the
distribution of the Securities; and to file promptly all reports and any
definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Securities, and during such same
period to advise the Representatives, promptly after it receives notice thereof,
of the time when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended Prospectus
has been filed with the Commission, of the issuance by the Commission of any
stop order or of any order preventing or suspending the use of any prospectus
relating to the Securities, of the suspension of the qualification of such
Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement or
Prospectus or for additional information; and, in the event of the issuance of
any such stop order or of any such order preventing or suspending the use of any
prospectus relating to the Securities or suspending any such qualification, to
use promptly its best efforts to obtain its withdrawal;

      (b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify such Securities for offering and sale under
the securities laws of such United States jurisdictions as the Representatives
may reasonably request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of such Securities, provided that
in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction and provided further that in connection therewith the Company shall
not be required to qualify such Designated Securities for offering and sale
under the securities laws of any such jurisdiction for a period in excess of
nine months after the initial time of issue of the Prospectus as amended or
supplemented relating to such Designated Securities;

      (c) To furnish the Underwriters with copies of the Prospectus as amended
or supplemented and the documents incorporated by reference therein in such
quantities as the Representatives may from time to time reasonably request and,
if the delivery of a prospectus is required at any time in connection with the
offering or sale of the Securities


                                       9


and if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act, the Exchange Act or
the Trust Indenture Act, to notify the Representatives and upon their request to
file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities as many copies as the Representatives may from
time to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance, provided, however, that in case any Underwriter is required under
the Act to deliver a prospectus in connection with the offering or sale of the
Designated Securities at any time more than nine months after the date of the
Pricing Agreement relating to the Designated Securities, the costs of such
preparation and furnishing of such amended or supplemented Prospectus shall be
borne by the Underwriters of such Designated Securities;

      (d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c)), an earnings
statement of the Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including at the option of the Company Rule 158);

      (f) The Company will notify the Underwriters promptly of any change in (or
withdrawal of) the rating assigned by any nationally recognized statistical
rating organization to any debt securities of the Company or the public
announcement by any nationally recognized statistical rating organization that
it has under surveillance or review, with possible negative implications, its
rating of any debt securities of the Company;

      (g) The Company will use the net proceeds received by it from each sale of
the Designated Securities in the manner specified in the Prospectus under "Use
of Proceeds;"

      (h) The Company, during the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and including the
date which is 15 days from the Date of Delivery for such Designated Securities,
will not sell, offer to sell, grant any option for the sale of, or otherwise
dispose of any of the Designated Securities, any security convertible into or
exchangeable into or exercisable for the Designated Securities or any debt
securities of the Company which mature more than one year after any Time of
Delivery with respect to the Designated Securities and which are substantially
similar to the Designated Securities, without the prior written consent of the
Underwriters.


                                       10


      6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and, subject to the proviso to Section
5(c), the Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
producing and printing or duplicating any Agreement among Underwriters, this
Agreement, any Pricing Agreement, any Indenture, any Blue Sky and Legal
Investment Memoranda and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii) all expenses in connection
with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the reasonable
fees and disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the
cost of preparing the Securities; (vii) the cost of qualifying the Securities
with the Depository Trust Company (if applicable); (viii) the fees and expenses
of any Trustee and any agent of any Trustee and the fees and disbursements of
counsel for any Trustee in connection with any Indenture and the Securities; and
(ix) all other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section. It
is understood, however, that, except as provided in this Section, Section 8 and
Section 11 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on resale of any
of the Securities by them, and any advertising expenses connected with any
offers they may make.

      7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

      (a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities, including any Term Sheet, if applicable, shall
have been filed with the Commission pursuant to Rule 424(b) within the
applicable time period prescribed for such filing by the rules and regulations
under the Act and in accordance with Section 5(a) hereof; no stop order
suspending the effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for additional
information on


                                       11


the part of the Commission shall have been complied with to the Representatives'
reasonable satisfaction;

      (b) Skadden, Arps, Slate, Meagher & Flom LLP, or other counsel for the
Underwriters, shall have furnished to the Representatives such opinion or
opinions, dated the Time of Delivery for such Designated Securities, with
respect to such matters as the Representatives may reasonably request, and such
counsel shall have received such papers and information as they may reasonably
request to enable them to pass upon such matters;

      (c) Deborah J. Long, Esq., Senior Vice President and General Counsel of
the Company, or any successor having substantially equivalent responsibilities
with the Company, shall have furnished to the Representatives such counsel's
written opinion, dated each Time of Delivery for such Designated Securities,
respectively, in form and substance satisfactory to the Representatives, to the
effect that:

      (i) The Company has been duly incorporated and is validly existing as a
      corporation in good standing under the laws of the State of Delaware, with
      power and authority (corporate and other) to own its properties and
      conduct its business as described in the Prospectus as amended or
      supplemented, and has been duly qualified as a foreign corporation for the
      transaction of business and is in good standing under the laws of each
      other jurisdiction in which it owns or leases properties, or conducts any
      business, so as to require such qualification, or is subject to no
      material liability or disability by reason of the failure to be so
      qualified in any such jurisdiction;

      (ii) The Company has an authorized capitalization as set forth in the
      Prospectus as amended or supplemented, and all of the issued shares of
      capital stock of the Company have been duly and validly authorized and
      issued, are fully paid and non-assessable and conform in all material
      respects to the description thereof in the Prospectus as amended or
      supplemented; and all of the issued shares of capital stock of each of the
      Material Subsidiaries have been duly and validly authorized and issued,
      are fully paid and non-assessable and (except for directors' qualifying
      shares) are owned directly or indirectly by the Company, free and clear of
      any perfected security interests and, to such counsel's best knowledge,
      any other security interests, claims, liens or encumbrances;

      (iii) The documents incorporated by reference in the Registration
      Statement and the Prospectus as amended or supplemented (other than the
      financial statements and related notes, the financial statement schedules
      and other financial and statistical data included therein as to which such
      counsel need express no opinion), when they become effective or were filed
      with the Commission, as the case may be, complied as to form in all
      material respects with the requirements of the Act or the Exchange Act, as
      applicable, and the rules and regulations of the Commission thereunder;
      and such counsel has no reason to believe that any of such documents, when
      such documents became effective or were so filed, as the


                                       12


      case may be, contained an untrue statement of a material fact or omitted
      to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading;

      (iv) The issue and sale of the Designated Securities being delivered at
      such Time of Delivery and the compliance by the Company with all of the
      provisions of the Designated Securities, the Indenture, this Agreement,
      any Pricing Agreement, and the consummation of the transactions herein and
      therein contemplated will not (i) conflict with or result in a breach or
      violation of any of the terms or provisions of, or constitute a default
      under, any indenture, mortgage, deed of trust, loan agreement or other
      agreement or instrument known to such counsel to which the Company or any
      Material Subsidiary is a party or by which the Company or any Material
      Subsidiary is bound or to which any of the property or assets of the
      Company or any Material Subsidiary is subject, except, in all such cases,
      for such conflicts, breaches, violations or defaults as would not
      reasonably be expected to have a material adverse effect on the financial
      condition of the Company and its subsidiaries taken as a whole or would
      not have a material adverse effect on the issuance or sale of the
      Designated Securities, or (ii) result in any violation of the provisions
      of (A) the Certificate of Incorporation or By-Laws of the Company or any
      Material Subsidiary or (B) any statute known to such counsel to be
      applicable to the Company or any Material Subsidiary or any of their
      respective properties, or any order, rule or regulation known to such
      counsel of any court or insurance regulatory authority or other
      governmental agency or body having jurisdiction over the Company or any
      Material Subsidiary or any of their respective properties, except, with
      respect to clause (B) of this paragraph (iv), such violations as would not
      reasonably be expected to have a material adverse effect on the financial
      condition or results of operations of the Company and its subsidiaries
      taken as a whole or would not affect the validity of or otherwise have a
      material adverse effect on the issuance or sale of the Designated
      Securities; and except that for purposes of this paragraph (ii) such
      counsel need not express any opinion as to any violation of any federal or
      state securities laws or Blue Sky or insurance securities laws; provided
      further, that insofar as performance by the Company of its obligations
      under the Indenture, this Agreement and the Pricing Agreement relating to
      the Designated Securities is concerned, such counsel need not express any
      opinion as to bankruptcy, insolvency, reorganization, moratorium and
      similar laws relating to or affecting creditors' rights generally and as
      to general equity principles;

      (v) No consent, approval, authorization, order, registration or
      qualification of or with any court or insurance regulatory authority or
      other governmental agency or body having jurisdiction over the Company or
      any of its subsidiaries is required for the issue and sale of the
      Designated Securities being delivered at such Time of Delivery or the
      consummation by the Company of the transactions contemplated by this
      Agreement, any Pricing Agreement, the Designated Securities or the
      Indenture, except such as have been, or will have been prior to each Time
      of Delivery, obtained under the Act, the Trust Indenture Act and such
      consents,


                                       13


      approvals, authorizations, orders, registrations or qualifications as may
      be required under state securities or Blue Sky laws or insurance
      securities laws in connection with the purchase and distribution of the
      Designated Securities by the Underwriters, and except those which, if not
      obtained, would not have a material adverse effect on the financial
      condition or results of operation of the Company and its subsidiaries
      taken as a whole;

      (vi) There are no actions, suits or proceedings before or by any
      government, governmental instrumentality or court, domestic or foreign,
      now pending or, to the best of such counsel's knowledge, threatened, to
      which the Company or any of its subsidiaries is a party or of which any
      property of the Company or any of its subsidiaries is the subject of a
      character required under the Federal securities laws to be disclosed in
      the Registration Statement or Prospectus which are not adequately
      disclosed in the Registration Statement or Prospectus;

      In rendering the opinion required by subsection (c) of this Section, (i)
such counsel may state that she is admitted to the Bar of the State of Alabama
only, and (ii) such counsel may rely (A) as to any matter to which you consent
(which consent shall not be unreasonably withheld), to the extent specified in
such opinion, upon the opinions (copies of which shall have been provided to the
Representatives) of other counsel in good standing whom such counsel believes to
be reliable, provided that such counsel shall state that she believes that both
she and the Representatives are justified in relying on such opinions and (B) as
to matters of fact, upon certificates of officers and representatives of the
Company and of public officials (copies of which shall have been provided to the
Representatives), provided that such counsel shall state that she believes that
both she and the Representatives are justified in relying upon such
certificates.

      Such counsel shall also have stated that, while she has not herself
checked the accuracy or completeness of or otherwise verified, and is not
passing upon and assumes no responsibility for the accuracy or completeness of,
the statements contained in the Registration Statement or the Prospectus, in the
course of her review and discussion of the contents of the Registration
Statement and Prospectus and any amendment or supplement thereto with certain
officers and employees of the Company and its independent accountants, but
without independent check or verification, no facts have come to her attention
that would cause her to believe that the Registration Statement or the
Prospectus, as amended or supplemented, as of the date of the Pricing Agreement
with respect to the Designated Securities and the Time of Delivery for such
Designated Securities (other than the financial statements and related notes,
the financial statement schedules, other financial and statistical data included
therein and the Statement of Eligibility of the Trustee on Form T-1 under the
Trust Indenture Act as to which she need 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 the light of the circumstances under which they were made, not
misleading.


                                       14


      (d) Nancy Kane, Esq., Senior Associate Counsel of the Company, or other
counsel for the Company satisfactory to the Representatives, shall have
furnished to the Representatives her written opinion, dated the Time of Delivery
for such Designated Securities, in form and substance satisfactory to the
Representatives, to the effect that:

      (i) The Designated Securities have been duly authorized, issued, executed,
      authenticated and delivered and constitute valid and legally binding
      obligations of the Company entitled to the benefits provided by the
      Indenture, enforceable against the Company in accordance with their terms,
      subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
      moratorium and similar laws relating to or affecting creditors' rights
      generally and to general equity principles (regardless of whether
      considered in a proceeding at law or in equity); and the Designated
      Securities conform in all material respects to the description thereof
      contained in the Prospectus as amended or supplemented with respect to
      such Designated Securities;

      (ii) The Indenture has been duly authorized, executed and delivered by the
      Company and, assuming due authorization, execution and delivery by the
      Trustee, the Indenture constitutes a valid and legally binding instrument
      enforceable against the Company in accordance with its terms, subject to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
      and similar laws relating to or affecting creditors' rights generally and
      to general equity principles (regardless of whether considered in a
      proceeding at law or in equity); the Indenture has been duly qualified
      under the Trust Indenture Act; and the Indenture conforms in all material
      respects to the description thereof contained in the Prospectus as amended
      or supplemented with respect to such Designated Securities;

      (iii) This Agreement and the Pricing Agreement with respect to the
      Designated Securities being delivered at such Time of Delivery have been
      duly authorized, executed and delivered by the Company;

      (iv) The Registration Statement and the Prospectus as amended or
      supplemented and any further amendments and supplements thereto made by
      the Company prior to such Time of Delivery (other than the financial
      statements and related notes, the financial statement schedules and other
      financial and statistical data included therein, as to which such counsel
      need 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;

      (v) The Registration Statement has become effective under the Act; the
      Prospectus has been filed pursuant to Rule 424 under the Act, and no
      proceedings for a stop order have been instituted or are pending or, to
      the knowledge of such counsel, threatened under Section 8(d) of the Act;
      and no further approval of, authorization, consent, certificate or order
      of any governmental body, federal, state or other, is required in
      connection with the issuance and sale of the


                                       15


      Designated Securities to the Underwriters as provided in the Agreement,
      except as may be required by state securities laws;

      (vi) The Company meets the requirements for use of Form S-3 under the Act;

      (vii) The statements contained in the Prospectus under the caption
      "Description of Debt Securities of Protective" and the corresponding
      sections and any section describing tax matters in any prospectus
      supplement relating to the Designated Securities being delivered at such
      Time of Delivery, insofar as such statements constitute summaries of
      certain provisions of the documents or U.S. laws referred to therein,
      fairly summarize the material provisions of such documents or U.S. laws;
      and

      (viii) The Company is not, and following consummation of the transactions
      contemplated hereby and the application of the proceeds therefrom in the
      manner set forth in the Prospectus will not be, an "investment company" or
      under the "control" of an "investment company" as such terms are defined
      in the Investment Company Act.

      In rendering the foregoing opinion, such counsel may state that she
expresses no opinion as to the laws of any jurisdiction other than the Federal
laws of the United States, the laws of the State of New York and The General
Corporation Law of the State of Delaware.

      Such counsel shall also have stated that, while she has not herself
checked the accuracy or completeness of or otherwise verified, and is not
passing upon and assumes no responsibility for the accuracy or completeness of,
the statements contained in the Registration Statement or the Prospectus, except
to the limited extent stated in paragraphs (i), (ii) and (v) above, in the
course of her review and discussion of the contents of the Registration
Statement and the Prospectus with certain officers and employees of the Company
and its independent accountants, but without independent check or verification,
no facts have come to the attention of such counsel that would cause such
counsel to believe that the Registration Statement or the Prospectus, as amended
or supplemented, as of the date of the Pricing Agreement with respect to the
Designated Securities and the Time of Delivery for such Designated Securities
(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 which such counsel need 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 the light of the circumstances under which they were made, not
misleading.

      (e) On the date of the Pricing Agreement for such Designated Securities
and at the Time of Delivery for such Designated Securities, the independent
accountants of the Company who have certified the financial statements of the
Company and its subsidiaries included or incorporated by reference in the
Registration Statement shall have furnished


                                       16


to the Representatives a letter, dated the date of the Pricing Agreement in
substantially the form attached hereto as Exhibit 7(e), and a letter dated such
Time of Delivery, in customary form reasonably satisfactory to the
Representatives, and with respect to such letter dated such Time of Delivery, as
to such other matters as the Representatives may reasonably request and in form
and substance satisfactory to the Representatives;

      (f) Since the respective dates as of which information is given in the
Prospectus as amended or supplemented to the date of the Pricing Agreement there
shall not have been any change in the capital stock or any increase in the
long-term debt of the Company or any of its subsidiaries or any change, or any
development involving a prospective change, in or affecting the general affairs,
management, financial position, stockholders' equity, total surplus (if
applicable) or results of operations of the Company and its subsidiaries (in the
case of the Insurance Subsidiaries on either a GAAP or statutory basis),
otherwise than as set forth or contemplated in the Prospectus as amended or
supplemented to the date of the Pricing Agreement, the effect of which, in any
such case described above, is in the judgment of the Representatives so material
and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Designated Securities on the terms and in
the manner contemplated in the Prospectus as amended or supplemented to the date
of the Pricing Agreement;

      (g) At the Time of Delivery, (i) the Designated Securities shall be rated
in one of the four highest rating categories for debt securities ("Investment
Grade") by either Moody's Investors Service, Inc. or Standard & Poor's
Corporation, and the Company shall have delivered to the Underwriters a letter,
dated as of a recent date satisfactory to the Underwriters, from Moody's
Investors Service, Inc. or Standard & Poor's Corporation, as the case may be, or
other evidence satisfactory to the Underwriters, confirming that the Designated
Securities have Investment Grade ratings. On or after the date of the Pricing
Agreement relating to the Designated Securities (i) no downgrading shall have
occurred in any rating of the Company or Protective Life Insurance or the rating
accorded any of the Company's debt securities by Moody's Investors Service,
Inc., Standard & Poor's Corporation, A.M. Best Company, Inc. or Fitch Inc. and
(ii) no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, any such rating;

      (h) On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following: (i) a
suspension or material limitation in trading in any of the securities of the
Company or of securities generally on the New York Stock Exchange; (ii) a
general moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; or (iii) any material adverse
change, whether or not foreseeable at the date of this Agreement, in the
financial markets in the United States, or any outbreak or escalation of
hostilities involving the United States or the declaration by the United States
of a National Emergency or war, if the effect of any such event specified in
this clause (iii) in the judgment of the Representatives makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated by the
Prospectus as amended and supplemented;


                                       17


      (i) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities a
certificate or certificates of officers of the Company satisfactory to the
Representatives as to the accuracy of the representations and warranties of the
Company herein at and as of such Time of Delivery, as to the performance by the
Company of all of its obligations hereunder to be performed at or prior to such
Time of Delivery, as to the matters set forth in subsections (a) and (f) of this
Section and as to such other matters as the Representatives may reasonably
request; and

      (j) All proceedings taken by the Company in connection with the issuance
and sale of the Designated Securities as herein contemplated shall be reasonably
satisfactory in form and substance to the Underwriters and to counsel to the
Underwriters.

      8. (a) The Company will indemnify and hold harmless each Underwriter and
each person who controls such Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (i) in the case of the Registration Statement, not misleading and (ii)
in the case of the Prospectus, as amended or supplemented, or any other such
prospectus, in light of the circumstances in which they were made, not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any other
prospectus relating to the Securities, or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter of Designated Securities through the Representatives
expressly for use in the Prospectus as amended or supplemented relating to such
Securities and provided, further, that the Company shall not be liable to any
Underwriter under the indemnity agreement in this subsection (a) with respect to
any Preliminary Prospectus or any preliminary prospectus supplement to the
extent that any such loss, claim, damage or liability of such Underwriter
results from the fact such Underwriter sold Designated Shares to a person as to
whom it shall be established that there was not sent or given, at or prior to
the written confirmation of such sale, a copy of the Prospectus (excluding
documents incorporated


                                       18


by reference) in any case where such delivery is required by the Act if such
Underwriter failed to make reasonable efforts generally consistent with the then
prevailing industry practice to effect such delivery and the Company has
previously furnished copies thereof in sufficient quantities to such Underwriter
(or to the Representatives) and the loss, claim, damage or liability of such
Underwriter results from an untrue statement or omission of a material fact
contained in the Preliminary Prospectus or any preliminary prospectus supplement
which was corrected in the Prospectus (excluding incorporated documents) (or the
Prospectus as amended or supplemented (excluding incorporated documents)).

      (b) Each Underwriter, severally and not jointly, will indemnify and hold
harmless the Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (i) in the case of the
Registration Statement, not misleading and (ii) in the case of the Prospectus,
as amended or supplemented, or any such prospectus, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred.

      (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability hereunder to the extent it is not materially
prejudiced as a result thereof and in any event shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be


                                       19


liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. In no event, shall any indemnifying party be liable for
the fees and expenses of more than one counsel (in addition to local counsel)
separate from their own counsel for all indemnified parties in connection with
any one action or separate but related actions in the same jurisdiction arising
out of the same general allegations or circumstances. No indemnifying party
shall, without the prior written consent of the indemnified parties (which
consent shall not be unreasonably withheld), settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 8 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

      (d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for


                                       20


such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable Designated
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated Securities
in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations with respect to such Securities and not
joint.

      (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

      9. (a) If any Underwriter shall default in its obligation to purchase the
Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties reasonably satisfactory to the
Representatives to purchase such Designated Securities on such terms. In the
event that, within the respective prescribed period, the Representatives notify
the Company that they have so arranged for the purchase of such Designated
Securities, or the Company notifies the Representatives that it has so arranged
for the purchase of such Designated Securities, the Representatives or the
Company shall have the right to postpone the Time of Delivery for such
Designated Securities for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall


                                       21


include any person substituted under this Section with like effect as if such
person had originally been a party to the Pricing Agreement with respect to such
Designated Securities.

      (b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

      (c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

      10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

      11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Designated Securities are not


                                       22


delivered by or on behalf of the Company as provided herein, the Company will
reimburse the Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including reasonable fees
and disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Securities,
but the Company shall then be under no further liability to any Underwriter with
respect to such Designated Securities except as provided in Section 6 and
Section 8 hereof.

      12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement, with a copy to Skadden, Arps, Slate, Meagher & Flom LLP, Four
Times Square, New York, New York 10036 (telecopier no. (212) 735-2000,
Attention: John W. Osborn, Esq.; and if to the Company shall be delivered or
sent by mail, telex or facsimile transmission to Protective Life Corporation,
2801 Highway 280 South, Birmingham, Alabama 35223 (telecopier no. (205)
868-3597), attention of General Counsel; provided, however, that any notice to
an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in the applicable Pricing Agreement or, if none in its Underwriters'
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Company by the Representatives upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.

      13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Section 8 and Section 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

      14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.


                                       23


      15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

      16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.

Very truly yours,

PROTECTIVE LIFE CORPORATION


By: /s/ Richard J. Bielen
    ----------------------------
    Name: Richard J. Bielen
    Title: Senior Vice President, Investments


                                       24



                                     ANNEX I
                                PRICING AGREEMENT
                                February 23, 2001

Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

Ladies and Gentlemen:

      Protective Life Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated February 23, 2001 (the "Underwriting Agreement"),
to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriter") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, 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
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of the Underwriter of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.

      An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, 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
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, at the time and place and at the purchase price to the Underwriter
set forth in Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto.


                                       25


      If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding agreement
between the Underwriter and the Company.

Very truly yours,

PROTECTIVE LIFE CORPORATION

By:
    --------------------------------
    Name:
    Title:


Accepted as of the date hereof:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:
    --------------------------------
    Name:
    Title:


                                       26


                                   SCHEDULE I

                                           Principal Amount
                                           of Designated Securities
          Underwriter                      to be Purchased
          ---------------------------      -------------------------
          Merrill Lynch, Pierce, Fenner
          & Smith Incorporate                 $      100,000,000
              Total.                          $      100,000,000


                                       27


                                   SCHEDULE II

Title of Designated Securities:

Floating Rate Senior Notes due February 28, 2003

Aggregate Principal Amount:

$100,000,000

Price to Public:

Initially at 100% of the principal amount of the Designated Securities, and
thereafter at varying prices related to prevailing market prices at time of
resale

Purchase Price by Underwriters:

99.70% of the principal amount of the Designated Securities

Specified Funds for Payment of Purchase Price:

Immediately Available Funds payable to the Company's bank account at:
AmSouth Bank NA
Birmingham, Alabama
RT: 062000019
for: Protective Life Corporation

2801 Highway 280 South
Birmingham, Alabama
Account #: 224383
Attn: Charles Evers

Indenture:

Indenture dated June 1, 1994, between the Company and The Bank of New York, as
Trustee, as supplemented by Supplemental Indenture No. 8 dated February 28, 2001

Maturity:

February 28, 2003

Interest Rate:

LIBOR plus 0.375%

Interest Payment Dates:


                                       28


February 28, May 28, August 28 and November 28.

Redemption Provisions:

No redemption provisions.

Sinking Fund Provisions:

No sinking fund provisions

Defeasance Provisions:

The provisions of Section 4.4 of the Indenture shall apply to the Designated
Securities. The provisions of Section 4.5 of the Indenture shall apply to the
Designated Securities with respect of the covenants specified in said Section
4.5.

Time of Delivery:

9:00 am, eastern standard time, February 28, 2001

Closing Location:

The offices of:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York  10036

Names and Addresses of Representatives:

Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York  10281-1209


                                       29

EX-1.2

                                                                     Exhibit 1.2

                                     ANNEX I
                                PRICING AGREEMENT
                                February 23, 2001

Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York  10281-1209

Ladies and Gentlemen:

      Protective Life Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated February 23, 2001 (the "Underwriting Agreement"),
to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriter") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, 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
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of the Underwriter of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.

      An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, 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
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, at the time and place and at the purchase price to the Underwriter
set forth in Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto.


                                       25


      If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding agreement
between the Underwriter and the Company.

Very truly yours,

PROTECTIVE LIFE CORPORATION

By: /s/ Richard J. Bielen
    -----------------------------------------
    Name: Richard J. Bielen
    Title: Senior Vice President, Investments


Accepted as of the date hereof:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: /s/ Joseph E. (Jeff) Consolino
    -----------------------------------------
    Name: Joseph E. (Jeff) Consolino
    Title: Director


                                       26


                                   SCHEDULE I

                                           Principal Amount
                                           of Designated Securities
          Underwriter                      to be Purchased
          ---------------------------      -------------------------
          Merrill Lynch, Pierce, Fenner
          & Smith Incorporate                 $      100,000,000
              Total.                          $      100,000,000


                                       27


                                   SCHEDULE II

Title of Designated Securities:

Floating Rate Senior Notes due February 28, 2003

Aggregate Principal Amount:

$100,000,000

Price to Public:

Initially at 100% of the principal amount of the Designated Securities, and
thereafter at varying prices related to prevailing market prices at time of
resale

Purchase Price by Underwriters:

99.70% of the principal amount of the Designated Securities

Specified Funds for Payment of Purchase Price:

Immediately Available Funds payable to the Company's bank account at:
AmSouth Bank NA
Birmingham, Alabama
RT: 062000019
for: Protective Life Corporation

2801 Highway 280 South
Birmingham, Alabama
Account #: 224383
Attn: Charles Evers

Indenture:

Indenture dated June 1, 1994, between the Company and The Bank of New York, as
Trustee, as supplemented by Supplemental Indenture No. 8 dated February 28, 2001

Maturity:

February 28, 2003

Interest Rate:

LIBOR plus 0.375%

Interest Payment Dates:


                                       28


February 28, May 28, August 28 and November 28.

Redemption Provisions:

No redemption provisions.

Sinking Fund Provisions:

No sinking fund provisions

Defeasance Provisions:

The provisions of Section 4.4 of the Indenture shall apply to the Designated
Securities. The provisions of Section 4.5 of the Indenture shall apply to the
Designated Securities with respect of the covenants specified in said Section
4.5.

Time of Delivery:

9:00 am, eastern standard time, February 28, 2001

Closing Location:

The offices of:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York  10036

Names and Addresses of Representatives:

Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York  10281-1209


                                       29

EX-4.1

                                                                     Exhibit 4.1

                                    FORM OF
                 FLOATING RATE SENIOR NOTE DUE FEBRUARY 28, 2003

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESEN TATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORA TION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANS FER, 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 SENIOR 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 EX CHANGED IN WHOLE OR IN PART FOR SENIOR 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 TO 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
                 Floating Rate Senior Note Due February 28, 2003

No. 1                                                               $100,000,000
                                                              CUSIP: 743674 AN 3

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 $100,000,000 (One Hundred Million
Dollars) on February 28, 2003, and to pay interest thereon from February 28,
2001, 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 Floating
Rate Senior Note due February 28, 2003 ("Series 2001 Note")



quarterly on February 28, May 28, August 28 and November 28 of each year (each
an "Interest Payment Date"), commencing on May 28, 2001 at the rate of The
London Interbank Borrowing Rate ("LIBOR") plus 0.375% 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
LIBOR plus 0.375% 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. The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year for the actual number of days elapsed.
In the event that any date on which interest is payable on this Series 2001 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 Series 2001 Note is registered at the close of
business on the Regular Record Date for such Interest Payment Date, which shall
the 15th calendar day preceding February 28, May 28, August 28 or November 28
(each a "Regular Record 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
Series 2001 Note is registered on the relevant Regular Record Date, and such
defaulted interest shall instead be payable to the Person in whose name this
Series 2001 Note is registered on the Special Record Date or other specified
date determined in accordance with the Indenture and Supplemental Indenture No.
8, referred to on the reverse hereof.

      The interest rate on the floating rate notes will be a per annum rate
equal to (i) LIBOR (determined for the initial interest period and, quarterly,
for each subsequent interest period in the manner described below) plus (ii)
0.375%. The interest rate will be set for the initial interest period
(commencing February 28, 2001) and reset for each subsequent quarterly interest
period, effective the first day in such interest period. For each interest
period, the interest rate in effect will be based on LIBOR as determined on the
second London business day preceding the first day of such interest period (each
such date is referred to as an interest determination date). LIBOR will be
determined for each interest period in accordance with the following provisions:

      (a) On the initial interest determination date, February 26, 2001, the
Company will ascertain the offered rate based on a weighted average (based on
the actual number of days in the initial interest period) of the respective
offered rates for


                                        2


three-month and four-month deposits in U.S. dollars in the London interbank
market, which appear on the Telerate Page 3750 as of 11:00 a.m. (London time) on
such interest determination date.

      (b) On each interest determination date subsequent to the initial
determina tion date, the Company will ascertain the offered rate for three-month
deposits in U.S. dollars in the London interbank market, which appears on the
Telerate Page 3750 as of 11:00 a.m. (London time) on such interest determination
date.

      (c) If such rate does not appear on the Telerate Page 3750, or the
Telerate Page 3750 is unavailable, the Company will request four major banks in
the London interbank market (referred to as the reference banks) to provide the
Company with their offered quotation (expressed as a rate per annum) for
three-month deposits in U.S. dollars to leading banks in the London interbank
market, in a principal amount equal to an amount of not less than $1 million
that is representative for a single transaction in such market at such time, at
approximately 11:00 a.m. (London time) on the interest determination date. If at
least two such quotations are provided, LIBOR in respect of that interest
determination date will be the arithmetic mean of such quotations.

      (d) If less than two reference banks provide the Company with such offered
quotations, LIBOR in respect of that interest determination date will be the
arithmetic mean of the rates quoted by three major banks in The City of New York
selected by the Company at approximately 11:00 a.m., New York City time, on that
interest determina tion date for three-month loans in U.S. dollars to leading
European banks, in a principal amount equal to an amount of not less than $1
million that is representative for a single transaction in such market at such
time; provided, however, that if the selected banks are not quoting as mentioned
in this sentence, LIBOR will remain LIBOR in effect on such interest
determination date.

      As used in this Supplemental Indenture No. 8, "business day" means any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York and "London business day" means
any day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.

      Telerate Page 3750 means the display designated as page "3750" on Bridge
Telerate, Inc. (or such other page as may replace the 3750 page on that service
or such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).


                                        3


      Payment of the principal of and interest on this Series 2001 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 Series 2001 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 Series 2001
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 Series 2001
Note shall not be entitled to any benefit under the Indenture and Supplemental
Indenture No. 8 referred to on the reverse hereof or be valid or obligatory for
any purpose.


                                        4


      IN WITNESS WHEREOF, Protective Life Corporation has caused this instrument
to be executed under its corporate seal.

Dated: February 28, 2001
(Corporate Seal)              PROTECTIVE LIFE CORPORATION

                              By:
                                  ----------------------------------------------
                              Richard J. Bielen
                              Senior Vice President, Investments


                              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: February 28, 2001

                              THE BANK OF NEW YORK,
                              as Trustee

                              By: THE BANK OF NEW YORK TRUST
                                  COMPANY OF FLORIDA, N.A.,
                                  as Agent


                              By:
                                  ----------------------------------------------
                              Authorized Signatory



                          (REVERSE OF SERIES 2001 NOTE)

This Series 2001 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. 8,
dated as of February 28, 2001, 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 of 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 $100,000,000, and is issued pursuant to
Supplemental Indenture No. 8, dated as of February 28, 2001, from the Company to
the Trustee, relating to the securities of this series (herein called
"Supplemental Indenture No. 8").

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.

For purposes of this section, a "Beneficial Owner" means the Person who has the
right to sell, transfer or otherwise dispose of an interest in a Series 2001
Note and the right to receive the proceeds therefrom, as well as the interest
and principal payable to the holder thereof. In general, a determination of
beneficial ownership in the Series 2001 Notes will be subject to the rules,
regulations and procedures governing the Depositary and institutions that have
accounts with the Depositary or a nominee thereof ("Participants").

For purposes of this section, an interest in a Series 2001 Note held in tenancy
by the entirety, joint tenancy or by tenants in common will be deemed to be held
by a single Beneficial Owner.

During such time or times as the Series 2001 Notes are not represented by a
Global Security and are issued in definitive form, all references in this
section to Participants and the Depositary, including the Depositary's governing
rules, regulations and procedures shall be deemed deleted, all determinations
which under this section the Participants are required to make shall be made by
the Company.


                                        6


      EVENTS OF DEFAULT. 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 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 hereof
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. 8 and no provision of this Security or of the Indenture or of
Supplemental Indenture No. 8 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.

      TRANSFER OR EXCHANGE OF SERIES 2001 NOTES. As provided in the Indenture
and subject to certain limitations as set forth therein and in Supplemental
Indenture No. 8, 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.


                                        7


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.

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCOR DANCE 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.


                                        8

EX-4.2

                                                                     Exhibit 4.2

                           PROTECTIVE LIFE CORPORATION

                                       to

                        THE BANK OF NEW YORK, as Trustee

                          SUPPLEMENTAL INDENTURE NO. 8

                          Dated as of February 28, 2001

                Floating Rate Senior Notes Due February 28, 2003

                                 ($100,000,000)



                           PROTECTIVE LIFE CORPORATION

                          SUPPLEMENTAL INDENTURE NO. 8

                                  $100,000,000

                Floating Rate Senior Notes Due February 28, 2003

SUPPLEMENTAL INDENTURE NO. 8, dated as of February 28, 2001, from PROTECTIVE
LIFE CORPORATION, a Delaware corporation (the "Company"), to THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "Trustee").

      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 I

                       RELATION TO INDENTURE; DEFINITIONS

      Section 1.1. This Supplemental Indenture No. 8 constitutes an integral
part of the Indenture.

      Section 1.2. For all purposes of this Supplemental Indenture No. 8:


                                        2


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

      Section 1.2.2.All references herein to Articles and Sections, unless
      otherwise specified, refer to the corresponding Articles and Sections of
      this Supplemental Indenture No. 8; and

      Section 1.2.3.The terms "herein", "hereof", "hereunder" and other words of
      similar import refer to this Supplemental Indenture No. 8.

                                   ARTICLE II

                          THE SERIES 2001 SENIOR NOTES

      Section 2.1. TITLE OF THE SECURITIES. There shall be a series of
Securities designated the Floating Rate Senior Notes due February 28, 2003 (the
"Series 2001 Notes").

      Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES 2001
NOTES. The aggregate principal amount of the Series 2001 Notes shall be limited
to $100,000,000. Each Series 2001 Note shall be dated the date of its
authentication.

      Section 2.3. PRINCIPAL PAYMENT DATES. The principal on the Series 2001
Notes outstanding (together with any accrued and unpaid interest thereon) shall
be payable in a single installment on February 28, 2003.

      Section 2.4. INTEREST AND INTEREST RATES. The rate of interest on each
Series 2001 Note shall be The London Interbank Borrowing Rate ("LIBOR") plus
0.375% per annum, accruing from February 28, 2001 or from the most recent
Interest Payment Date to which interest on such Series 2001 Note has been paid
or duly provided for. Interest shall be payable on each Series 2001 Note
quarterly on February 28, May 28, August 28 and November 28 of each year (each
an "Interest Payment Date"), commencing on May 28, 2001, until the principal
thereof is paid or made available for payment. The interest so payable on any
Series 2001 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 2001 Note is
registered at the close of business on the fifteenth calendar day preceding
February 28, May 28, August 28 or November 28 (each a


                                        3


"Regular Record Date"). The interest so payable on a Series 2001 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 2001 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 2001 Note is
registered on the Special Record Date or other specified Date determined in
accordance with the Indenture.

      The interest rate on the floating rate notes will be a per annum rate
equal to (i) LIBOR (determined for the initial interest period and, quarterly,
for each subsequent interest period in the manner described below) plus (ii)
0.375%. The interest rate will be set for the initial interest period
(commencing February 28, 2001) and reset for each subsequent quarterly interest
period, effective the first day in such interest period. For each interest
period, the interest rate in effect will be based on LIBOR as determined on the
second London business day preceding the first day of such interest period (each
such date is referred to as an interest determination date). LIBOR will be
determined for each interest period in accordance with the following provisions:

      (a) On the initial interest determination date, February 26, 2001, the
Company will ascertain the offered rate based on a weighted average (based on
the actual number of days in the initial interest period) of the respective
offered rates for three-month and four-month deposits in U.S. dollars in the
London interbank market, which appear on the Telerate Page 3750 as of 11:00 a.m.
(London time) on such interest determination date.

      (b) On each interest determination date subsequent to the initial
determina tion date, the Company will ascertain the offered rate for three-month
deposits in U.S. dollars in the London interbank market, which appears on the
Telerate Page 3750 as of 11:00 a.m. (London time) on such interest determination
date.

      (c) If such rate does not appear on the Telerate Page 3750, or the
Telerate Page 3750 is unavailable, the Company will request four major banks in
the London interbank market (referred to as the reference banks) to provide the
Company with their offered quotation (expressed as a rate per annum) for
three-month deposits in U.S. dollars to leading banks in the London interbank
market, in a principal amount equal to an amount of not less than $1 million
that is representative for a single transaction in such market at such time, at
approximately 11:00 a.m. (London time) on the interest determination date. If at
least two such quotations are provided, LIBOR in respect of that interest
determination date will be the arithmetic mean of such quotations.


                                        4


      (d) If less than two reference banks provide the Company with such offered
quotations, LIBOR in respect of that interest determination date will be the
arithmetic mean of the rates quoted by three major banks in The City of New York
selected by the Company at approximately 11:00 a.m., New York City time, on that
interest determina tion date for three-month loans in U.S. dollars to leading
European banks, in a principal amount equal to an amount of not less than $1
million that is representative for a single transaction in such market at such
time; provided, however, that if the selected banks are not quoting as mentioned
in this sentence, LIBOR will remain LIBOR in effect on such interest
determination date.

      As used in this Supplemental Indenture No. 8, "business day" means any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York and "London business day" means
any day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.

      Telerate Page 3750 means the display designated as page "3750" on Bridge
Telerate, Inc. (or such other page as may replace the 3750 page on that service
or such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).

      Section 2.5. PLACE OF PAYMENT. The Place of Payment where the Series 2001
Notes may be presented or surrendered for payment, where the Series 2001 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 2001 Notes and the
Indenture may be served shall be in the Borough of Manhattan, The City of New
York, New York, and the office or agency maintained by the Company for such
purpose shall initially be the Corporate Trust Office of the Trustee.

      Section 2.6. ADDITIONAL COVENANTS. For the benefit of the Holders from
time to time of the Series 2001 Notes and in addition to the covenants set forth
in Article 9 of the Indenture, the Company further covenants and agrees as
follows:

      Section 2.6.1. LIMITATIONS ON DISPOSITION OF CAPITAL STOCK OF RESTRICTED
      SUBSIDIARIES. The Company will not, and will not permit any Subsidiary to,
      sell, assign, transfer or otherwise dispose of any shares of the capital
      stock of any Restricted Subsidiary unless the entire capital stock of such
      Restricted Subsidiary at the time owned by the Company and its
      Subsidiaries shall be disposed of at the same time for a consideration
      consisting of cash or other property which the Board of Directors, as
      evidenced in a Board Resolution, has


                                        5


      determined to be at least equal to the fair value thereof. Notwithstanding
      the foregoing provision, (i) the Company shall be permitted to sell,
      assign, transfer or otherwise dispose of shares of the capital stock of a
      Restricted Subsidiary (A) to any director (or any individual nominated to
      become a director) of such Restricted Subsidiary but only to the extent
      ownership of such shares is required as directors' qualifying shares for
      such director or individual and (B) to any Subsidiary; and (ii) any
      Restricted Subsidiary shall be permitted to sell, assign, transfer or
      otherwise dispose of shares of its capital stock or the capital stock of
      any other Restricted Subsidiary (A) to any director (or any individual
      nominated to become a director) of such Restricted Subsidiary but only to
      the extent ownership of such shares is required as directors' qualifying
      shares for such director or individual, or (B) to the Company or any
      Subsidiary.

      Section 2.6.2. LIMITATIONS UPON CREATION OF LIENS ON CAPITAL STOCK OF
      RESTRICTED SUBSIDIARIES.

            (a) The Company will not, and will not permit any Restricted
      Subsidiary to, at any time directly or indirectly, issue, assume,
      guarantee or permit to exist any indebtedness secured by a Lien on the
      capital stock of any Restricted Subsidiary without making effective
      provision whereby the Series 2001 Notes then outstanding (and if the
      Company so elects, any other indebted ness ranking on a parity with the
      Series 2001 Notes) shall be equally and ratably secured with such
      indebtedness as to such property so long as such other indebtedness shall
      be so secured; provided, however, that the covenant set forth in this
      Section 2.6.2. will not be applicable to Liens (i) on the shares of stock
      of a subsidiary of a Person that is merged with or into the Company or a
      Subsidiary securing debt of such Person, which debt was outstanding prior
      to such merger, but only if such pledge and debt were not incurred in
      anticipation of such merger, (ii) in favor of the Company securing debt of
      a Restricted Subsidiary owed to the Company, (iii) for taxes or
      assessments or governmental charges or levies not then due and delinquent
      or the validity of which are being contested in good faith or which are
      less than $5,000,000, or (iv) created by or resulting from any litigation
      or legal proceeding being contested in good faith or which are less than
      $5,000,000.

            (b) If the Company shall hereafter be required to secure the Series
      2001 Notes equally and ratably with any other indebtedness pursuant to
      this Section 2.6.2., (i) the Company will promptly deliver to the Trustee
      an Officers' Certificate stating that the foregoing covenant has been
      complied with and an Opinion of Counsel stating that in the opinion of
      such counsel the foregoing


                                        6


      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
      supplemen tal 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
      2001 Notes.

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

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

      Section 2.7. MODIFICATION OF EVENTS OF DEFAULT. For the benefit of the
Holders from time to time of the Series 2001 Notes, clause 4 of Section 5.1 of
the Indenture is hereby modified by deleting such clause 4 in its entirety and
replacing it with the following:

      A default under any mortgage, agreement, indenture or instrument under
      which there may be issued, or by which there may be secured, guaranteed or
      evidenced any Debt of the Company (including this Indenture) whether such
      Debt now exists or shall hereafter be created, in an aggregate principal
      amount then outstanding of $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 accelera tion shall not be rescinded or
      annulled, or such Debt shall not be paid in full, within a period of 30
      days after there has been given, by registered or certified mail, to the
      Company by the Trustee or to the Company and the Trustee by the Holders of
      at least 25% in aggregate principal amount of the Outstanding Securities
      of the Series 2001 Notes, a written notice specifying such event of
      default and requiring the Company to cause such acceleration to be
      rescinded or annulled or to pay in full such Debt and stating that such
      notice is a "Notice of Default" hereunder; (it being understood, however,
      that the Trustee shall not be deemed to have knowledge of such default
      under such agreement or instrument unless either (A) a Responsible Officer
      of the Trustee shall have actual knowledge of such default or (B) a
      Responsible Officer of the Trustee shall have


                                        7


      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 2.8. DENOMINATION. The Series 2001 Notes shall be issuable in
denominations of $1,000 and integral multiples thereof.

      Section 2.9. CURRENCY. Principal and interest on the Series 2001 Notes
shall be payable in U.S. Dollars.

      Section 2.10. REGISTERED SECURITIES IN GLOBAL FORM.

      Section 2.10.1. The Series 2001 Notes will be issued in the form of one or
      more fully registered global securities, representing the aggregate
      principal amount of the Series 2001 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.

      Section 2.10.2. Except as provided in Section 3.5 of the Indenture,
      Beneficial Owners of interests in the Series 2001 Notes may not exchange
      such interests for certificated Series 2001 Notes.

      Section 2.10.3. In addition to the legend specified in Section 2.4 of the
      Indenture, each certificate evidencing the Series 2001 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


                                        8


      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.

      Section 2.11. FORM OF SERIES 2001 SENIOR NOTES. The Series 2001 Notes
shall be substantially in the form attached as Exhibit A hereto.

      Section 2.12. DEFEASANCE AND COVENANT DEFEASANCE. The provisions of
Section 4.4 of the Indenture shall apply to the Series 2001 Notes. The
provisions of Section 4.5 of the Indenture shall apply to the Series 2001 Notes
with respect to the covenants specified in said Section 4.5 and the covenants
set forth in Section 2.6. of this Supplemental Indenture No. 8.

      Section 2.13. 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. 8, is in all respects hereby adopted, ratified and
confirmed.

      Section 3.2. This Supplemental Indenture No. 8 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. 8 AND EACH SERIES 2001 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.


                                        9


      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 8 to be duly executed, as of the day and year first written above.

                             PROTECTIVE LIFE CORPORATION

                             By:
                                 ----------------------------------------------
                             Name:  Richard J. Bielin
                             Title: Senior Vice President, Investments


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

Attest:
        -----------------------------------
Name:   Deborah J. Long
Title:  Senior Vice President,
        Secretary and General Counsel

                             THE BANK OF NEW YORK,
                             as Trustee

                             By: THE BANK OF NEW YORK TRUST
                                 COMPANY OF FLORIDA, N.A.,
                                 as Agent

(Seal)

                             By:
                                 ----------------------------------------------
                             Name: Charles S. Northen, IV
                             Title: Vice President

Attest:
        ------------------------------------
Name:
Title:


                                       10


                                  EXHIBIT A TO
                          SUPPLEMENTAL INDENTURE No. 8

                 (FORM OF FACE OF FLOATING RATE SENIOR NOTE DUE
                               FEBRUARY 28, 2003)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESEN TATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORA TION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANS FER, 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 SENIOR 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 EX CHANGED IN WHOLE OR IN PART FOR SENIOR 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 TO 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
                 Floating Rate Senior Note Due February 28, 2003

No. 1                                                               $100,000,000
                                                              CUSIP: 743674 AN 3

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


                                       11


received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $100,000,000 (One Hundred Million Dollars) on February 28,
2003, and to pay interest thereon from February 28, 2001, 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 Floating Rate Senior Note due
February 28, 2003 ("Series 2001 Note") quarterly on February 28, May 28, August
28 and November 28 of each year (each an "Interest Payment Date"), commencing on
May 28, 2001 at the rate of The London Interbank Borrowing Rate ("LIBOR") plus
0.375% 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 LIBOR plus 0.375% 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. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year for the
actual number of days elapsed. In the event that any date on which interest is
payable on this Series 2001 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
Series 2001 Note is registered at the close of business on the Regular Record
Date for such Interest Payment Date, which shall the 15th calendar day preceding
February 28, May 28, August 28 or November 28 (each a "Regular Record 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 Series 2001 Note is
registered on the relevant Regular Record Date, and such defaulted interest
shall instead be payable to the Person in whose name this Series 2001 Note is
registered on the Special Record Date or other specified date determined in
accordance with the Indenture and Supplemental Indenture No. 8, referred to on
the reverse hereof.

      The interest rate on the floating rate notes will be a per annum rate
equal to (i) LIBOR (determined for the initial interest period and, quarterly,
for each subsequent interest period in the manner described below) plus (ii)
0.375 %. The interest rate will be set for the initial interest period
(commencing February 28, 2001) and reset for each subsequent quarterly interest
period, effective the first day in such interest period. For each interest
period, the interest rate in effect will be based on LIBOR as determined on the
second London business day preceding the first day of such interest period (each


                                       12


such date is referred to as an interest determination date). LIBOR will be
determined for each interest period in accordance with the following provisions:

      (a) On the initial interest determination date, February 26, 2001, the
Company will ascertain the offered rate based on a weighted average (based on
the actual number of days in the initial interest period) of the respective
offered rates for three-month and four-month deposits in U.S. dollars in the
London interbank market, which appear on the Telerate Page 3750 as of 11:00 a.m.
(London time) on such interest determination date.

      (b) On each interest determination date subsequent to the initial
determina tion date, the Company will ascertain the offered rate for three-month
deposits in U.S. dollars in the London interbank market, which appears on the
Telerate Page 3750 as of 11:00 a.m. (London time) on such interest determination
date.

      (c) If such rate does not appear on the Telerate Page 3750, or the
Telerate Page 3750 is unavailable, the Company will request four major banks in
the London interbank market (referred to as the reference banks) to provide the
Company with their offered quotation (expressed as a rate per annum) for
three-month deposits in U.S. dollars to leading banks in the London interbank
market, in a principal amount equal to an amount of not less than $1 million
that is representative for a single transaction in such market at such time, at
approximately 11:00 a.m. (London time) on the interest determination date. If at
least two such quotations are provided, LIBOR in respect of that interest
determination date will be the arithmetic mean of such quotations.

      (d) If less than two reference banks provide the Company with such offered
quotations, LIBOR in respect of that interest determination date will be the
arithmetic mean of the rates quoted by three major banks in The City of New York
selected by the Company at approximately 11:00 a.m., New York City time, on that
interest determina tion date for three-month loans in U.S. dollars to leading
European banks, in a principal amount equal to an amount of not less than $1
million that is representative for a single transaction in such market at such
time; provided, however, that if the selected banks are not quoting as mentioned
in this sentence, LIBOR will remain LIBOR in effect on such interest
determination date.

      As used in this Supplemental Indenture No. 8, "business day" means any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York and "London business day" means
any day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.


                                       13


      Telerate Page 3750 means the display designated as page "3750" on Bridge
Telerate, Inc. (or such other page as may replace the 3750 page on that service
or such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).

      Payment of the principal of and interest on this Series 2001 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 Series 2001 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 Series 2001
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 Series 2001
Note shall not be entitled to any benefit under the Indenture and Supplemental
Indenture No. 8 referred to on the reverse hereof or be valid or obligatory for
any purpose.


                                       14


      IN WITNESS WHEREOF, Protective Life Corporation has caused this instrument
to be executed under its corporate seal.

Dated: February 28, 2001
(Corporate Seal)                    PROTECTIVE LIFE CORPORATION

                                    By:
                                        ----------------------------------------
                                    Richard J. Bielen
                                    Senior Vice President, Investments


                                    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: February 28, 2001

                                    THE BANK OF NEW YORK,
                                    as Trustee

                                    By: THE BANK OF NEW YORK TRUST
                                        COMPANY OF FLORIDA, N.A.,
                                        as Agent

                                    By:
                                        ----------------------------------------
                                    Authorized Signatory


                                       15


                      (FORM OF REVERSE OF SERIES 2001 NOTE)

This Series 2001 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. 8,
dated as of February 28, 2001, 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 of 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 $100,000,000, and is issued pursuant to
Supplemental Indenture No. 8, dated as of February 28, 2001, from the Company to
the Trustee, relating to the securities of this series (herein called
"Supplemental Indenture No. 8").

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.

For purposes of this section, a "Beneficial Owner" means the Person who has the
right to sell, transfer or otherwise dispose of an interest in a Series 2001
Note and the right to receive the proceeds therefrom, as well as the interest
and principal payable to the holder thereof. In general, a determination of
beneficial ownership in the Series 2001 Notes will be subject to the rules,
regulations and procedures governing the Depositary and institutions that have
accounts with the Depositary or a nominee thereof ("Participants").

For purposes of this section, an interest in a Series 2001 Note held in tenancy
by the entirety, joint tenancy or by tenants in common will be deemed to be held
by a single Beneficial Owner.

During such time or times as the Series 2001 Notes are not represented by a
Global Security and are issued in definitive form, all references in this
section to Participants and the Depositary, including the Depositary's governing
rules, regulations and procedures shall be deemed deleted, all determinations
which under this section the Participants are required to make shall be made by
the Company.


                                       16


      EVENTS OF DEFAULT. 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 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 hereof
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. 8 and no provision of this Security or of the Indenture or of
Supplemental Indenture No. 8 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.

      TRANSFER OR EXCHANGE OF SERIES 2001 NOTES. As provided in the Indenture
and subject to certain limitations as set forth therein and in Supplemental
Indenture No. 8, 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.


                                       17


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.

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCOR DANCE 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.


                                       18