<PAGE>
As filed with the Securities and Exchange Commission on Page _1_ of _24_
January 13, 1994 Exhibit Index
on page 7
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROTECTIVE LIFE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-2492236
(State of Incorporation) (I.R.S. Employer Identification No.)
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(Address of principal executive offices) (Zip Code)
PROTECTIVE LIFE CORPORATION
DEFERRED COMPENSATION PLAN
FOR OFFICERS
(Full Title of the Plan)
JOHN K. WRIGHT
2801 HIGHWAY 280 SOUTH
BIRMINGHAM, ALABAMA 35223
(205) 879-9230
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of Registration
be Registered Registered Share(1) Price(1) Fee(1)
---------------------- ------------ ------------------ ------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.50 par value 400,000 $43.125 $17,250,000 $5,948.28
</TABLE>
(1) Estimated only for the purpose of calculating the registration fee.
Such estimates have been calculated in accordance with Rule 457(h) and
Rule 457(c) under the Securities Act of 1933 and are based upon the
average of the high and low prices per share of the Registrant's Common
Stock as reported by the New York Stock Exchange on January 7, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY
UPON FILING AS PROVIDED IN RULE 462 UNDER THE SECURITIES ACT OF 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Annual Report on Form 10-K for Protective Life
Corporation (the "Company") for the year ended December 31, 1992.
(b) All other reports filed by the Company pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report on Form 10-K referred to in (a)
above.
(c) The description of the Company's common stock (which is
registered under Section 12 of the Securities Exchange Act of 1934)
which is contained in the Company's Registration Statements on Form 10
and Form 8-A filed under such Act, and any amendment or report filed for
the purpose of updating such description.
All reports and other documents filed with the Securities and Exchange
Commission by the Company and the Protective Life Corporation Deferred
Compensation Plan for Officers (the "Plan") subsequent to the date of this
Prospectus pursuant to Sections 13, 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents. The Company will deliver without
charge, upon written or oral request, a copy of any and all information that
is incorporated by reference herein. Such requests should be directed to the
Secretary of the Company.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.5 of Article VI of the Certificate of Incorporation of the
Company, as amended, provides, in part, that each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the Company or is or
was serving at the request of the Company as a director, officer, employee, or
2
<PAGE>
agent of another corporation, partnership, joint venture, trust or other
enterprise, whether the basis of such action, suit or proceeding is alleged
action in an official capacity or any other capacity while in the service of
the Company, shall be indemnified by the Company to the fullest extent
authorized by law, against all expense, liability, and loss (including
attorneys' fees, judgments, fines, ERISA, excise taxes, or penalties and
amounts paid or to be paid in settlement) reasonably incurred by such person in
connection therewith. Indemnification will not be provided to any person who
initiates an action, suit or proceeding unless the filing of such action, suit
or proceeding is approved in advance by Company's Board of Directors. The
right to indemnification conferred herein shall be a contract right and shall
include the right, subject to all requirements of law, to be paid by the
Company the expenses incurred in defending any action, suit or proceeding in
advance of its final disposition. The Company may, by action of its Board of
Directors, extend similar rights of indemnification to its employees and
agents.
In addition, the executive officers and directors are insured by the
Company's Directors' and Officers' Liability Insurance Policy including
company reimbursement and are indemnified by a written contract with the
Company which supplements such coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See the Exhibit Index on page 7 of this Registration Statement.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement.
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
3
<PAGE>
filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
4
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Birmingham, Alabama on the 13th day of
January, 1994.
PROTECTIVE LIFE CORPORATION
By:/S/DRAYTON NABERS, JR.
--------------------------------------
Drayton Nabers, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
/s/Drayton Nabers, Jr. President and Chief Executive January 13, 1994
- ------------------------ Officer (Principal Executive
DRAYTON NABERS, JR. Officer) and Director
/s/ John D. Johns Executive Vice President and January 13, 1994
- ------------------------ Chief Financial Officer
JOHN D. JOHNS (Principal Financial Officer)
/s/ Jerry W. DeFoor Vice President and Controller, January 13, 1994
- ------------------------ and Chief Accounting Officer
JERRY W. DEFOOR (Principal Accounting Officer)
* Chairman of the Board and January 13, 1994
- ------------------------ Director
WILLIAM J. RUSHTON III
* Director January 13, 1994
- -----------------------
JOHN W. WOODS
* Director January 13, 1994
- -----------------------
CRAWFORD T. JOHNSON III
* Director January 13, 1994
- -----------------------
WILLIAM J. CABANISS, JR.
5
<PAGE>
* Director January 13, 1994
- -----------------------
H. G. PATTILLO
* Director January 13, 1994
- -----------------------
EDWARD L. ADDISON
* Director January 13, 1994
- -----------------------
JOHN J. MCMAHON, JR.
* Director January 13, 1994
- -----------------------
A. W. DAHLBERG
* Director January 13, 1994
- -----------------------
JOHN W. ROUSE, JR.
* Director January 13, 1994
- -----------------------
ROBERT T. DAVID
* Director January 13, 1994
- -----------------------
RONALD L. KUEHN, JR.
* Director January 13, 1994
- -----------------------
HERBERT A. SKLENAR
- -------------
*Drayton Nabers, Jr., by signing his name hereto, does sign this
document on behalf of each of the persons indicated above pursuant to powers
of attorney duly executed by such persons and filed with the Securities and
Exchange Commission.
By: /S/ Drayton Nabers, Jr.
---------------------------
DRAYTON NABERS, JR.
Attorney-in-fact
6
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
4 Protective Life Corporation Deferred Compensation Plan
for Officers............................................ 8
5 Opinion of General Counsel of Protective Life Corporation... 15
8 Opinion re Tax Matters...................................... 16
15 Letter re Unaudited Interim Financial Information........... 19
23(a) Consent of General Counsel of Protective Life Corporation... 20
23(b) Consent of Coopers & Lybrand................................ 21
23(c) Consent of KPMG Peat Marwick................................ 22
24 Power of Attorney........................................... 23
7
<PAGE>
EXHIBIT 4
PROTECTIVE LIFE CORPORATION
DEFERRED COMPENSATION PLAN
FOR OFFICERS
1. ELIGIBILITY AND PURPOSE
Officers of Protective Life Corporation and its affiliates (the
"Company") who participate in either the Annual Incentive Plan (including for
purposes of this Plan, any other eligible bonus plan designated by the
Compensation and Management Succession Committee) or Performance Share Plan,
or both shall be eligible to participate in the Protective Life Corporation
Deferred Compensation Plan for Officers (the "Plan"). Any Officer who elects
to participate in the Plan ("Officer") shall thereby defer the receipt of all
or any portion of such bonuses payable under the Annual Incentive Plan or
Performance Share Plan by the Company to such Officer (the "Deferrable
Compensation").
2. DEFERRAL OF COMPENSATION
An Officer may elect to defer all or any portion of the Deferrable
Compensation by executing a form prescribed by the Company and delivering such
election form to the Company seven days prior to the payable date of the
Deferrable Compensation as determined by the Compensation and Management
Succession Committee of Protective Life Corporation. The amount of Deferrable
Compensation deferred shall be paid or distributed to the Officer in
accordance with the provisions of Section 5 or Section 6, below.
3. DEFERRED COMPENSATION ACCOUNT
The Company shall establish a deferred compensation account (the
"Account") for the Officer. As of the date payments of Deferrable
Compensation otherwise would be made to the Officer, the Company shall credit
to the Account, in cash or stock equivalents, or a combination thereof, as
hereinafter provided, that amount of the Deferrable Compensation which the
Officer has elected to defer.
4. CASH OR STOCK ELECTION
(a) As of the date payments of Deferrable Compensation otherwise would
be made to the Officer, the amount due the Officer shall be credited to the
Account either as a cash allotment or as a stock allotment, or a portion to
each, as the Officer shall elect, except that any Performance Share Plan
bonuses will be credited as a stock allotment.
(b) If a cash allotment is elected in whole or in part, the Account
shall be credited with the dollar amount of the allotment. Interest (at the
rate described below) on the Average Daily Balance (computed as described
below) shall be credited to the Account as of the last day of each calendar
month before and after the termination of the Officer's service and after the
Officer's death or disability until the total balance in the Account has
8
<PAGE>
been paid out in accordance with the provisions of Section 5 or Section 6,
below. The interest rate for each calendar month shall be the 30-Day London
Interbank Offered Rate (LIBOR) plus 75 basis points for the last business day
of the immediately preceding calendar month as published in THE WALL STREET
JOURNAL. The "Average Daily Balance" shall be the quotient obtained by
dividing the sum of the closing balance in the Account at the end of each
calendar day in a calendar month by the number of days in such calendar month.
(c)(1) If a stock allotment is elected in whole or in part, the Account
shall be credited with a stock equivalent that shall be equal to the number of
full and fractional shares of the Company's Common Stock, par value $0.50 per
share (the "Common Stock"), that could be purchased with the dollar amount of
the allotment using the Average Closing Price (as defined below) of the Common
Stock for the twenty (20) trading days ending on the day preceding the date
the Account is so credited. The "Average Closing Price" of the Common Stock
means the average of the daily closing prices for a share of the Common Stock
for the applicable twenty (20) trading days on the Composite Tape for the New
York Stock Exchange D Listed Stocks, or, if the Common Stock is not listed on
such Exchange, on the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
which the Common Stock is listed, or, if the Common Stock is not listed on any
such Exchange, the average of the daily closing bid quotations with respect to
a share of the Common Stock for such twenty (20) trading days on the National
Association of Securities Dealers, Inc., Automated Quotations Systems or any
system then in use, or, if no such quotations are available, the fair market
value of a share of the Common Stock as determined by a majority of the Board;
provided, however, that if a Change in Control (as defined below) shall have
occurred, then such determination shall be made by a majority of the
Continuing Directors (as defined below).
(2) The Account also shall be credited as of the payment date for each
dividend on the Common Stock with additional stock equivalents computed as
follows: The dividend paid, either in cash or property (other than Common
Stock), upon a share of Common Stock to a shareholder of record shall be
multiplied by the number of stock equivalents in the Account and the product
thereof shall be divided by the Average Closing Price of the Common Stock for
the twenty (20) trading days ending on the day preceding the dividend payment
date. In the case of dividends payable in property, the amount paid shall be
based on the fair market value of the property at the time of distribution of
the dividend, as determined by a majority of the Board; provided, however,
that if a Change in Control shall have occurred, then such determination shall
be made by a majority of the Continuing Directors.
(3) In the event of any change in the Common Stock, upon which the
stock equivalency hereunder is based, by reason of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination or
exchange of shares, or any other change in corporate structure, the number of
shares credited to the Account shall be adjusted in such manner as a majority
of the Board shall determine to be fair under the circumstances; provided,
however, that if a Change in Control shall have occurred, then such
determination shall be made by a majority of the Continuing Directors.
9
<PAGE>
5. DISTRIBUTION
(a) Except as otherwise provided in the Plan, at the Officer's
election, the balance in the Account shall be paid out to the Officer
commencing on the date which the Officer has specified on the election form.
Except as otherwise provided in the Plan, the balance in the Account shall be
paid either in a lump sum or, at the Officer's election, made by executing an
election form prescribed by the Secretary of the Company and delivering such
form to the Secretary at least ninety (90) days prior to the date payments are
to begin, in monthly, quarterly, semiannual or annual installments, but such
installments shall be payable over a period of years not to exceed ten (10)
years (the "Payout Period"). The amount of each installment shall be
determined as of the first day of the period in which payment is to be made by
dividing the then balance in the Account by the then remaining number of
payment dates in the Payout Period. The lump sum or first periodic
installment shall be paid by the Company as promptly as is convenient, but not
more than sixty (60) days following the date specified by the Officer.
(b) In the event the Officer ceases to be an Officer of the Company,
other than after a Change in Control as defined in Section 6(a) below or upon
retirement, the entire current balance in the Account shall be immediately
payable in a lump sum.
(c) In the event of the death of the Officer prior to distribution of
the entire balance in the Officer's Account, the balance in the Account shall
be payable in a lump sum to:
(i) the surviving beneficiary (or surviving beneficiaries in
such proportions as) the Officer may have designated by notice in
writing to the Company unrevoked by a later notice in writing to the
Company or, in the absence of an unrevoked notice,
(ii) the beneficiary (or beneficiaries in such proportions as)
the Officer may have designated by will or, if no beneficiary is
designated,
(iii) the legal representative of the Officer's estate.
In the event an Officer becomes disabled or suffers a hardship, the
payment commencement date and/or payment schedule with respect to a balance in
an Officer's Account may be accelerated by the Compensation and Management
Succession Committee of Protective Life Corporation (or its designee) in its
sole discretion.
(d) The provisions of the Plan shall apply to and be binding upon the
beneficiaries, distributees and personal representatives and any other
successors in interest of the Officer.
(e) Distribution of the cash in the Account shall be made in cash.
Distribution of stock equivalents in the Account shall be made in whole shares
of the Company's Common Stock; fractional shares shall be paid in cash in an
amount equal to the number
10
<PAGE>
of fractional shares multiplied by the Average Closing Price of the Common
Stock for the twenty (20) trading days ending on the day preceding the date of
distribution.
(f) The Company shall deduct from all distributions hereunder any
taxes required to be withheld by the federal or any state or local government.
6. ACCELERATION OF DISTRIBUTION
(a) "Change in Control" means:
(1) The acquisition by any person, entity or "group", within the
meaning of Section 13(d)(3) or (14)(d)(2) of the Exchange Act (excluding for
this purpose, any employee benefit plan of the Company or any of its
subsidiaries which acquires beneficial ownership of voting securities of the
Company), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either the then
outstanding shares of Common Stock or the combined voting power of the
Company's then outstanding voting securities, in one transaction or a series
of transactions; provided, however, that, if prior to such an acquisition, a
majority of the Continuing Directors determines that such acquisition shall
not, for purposes of the Plan, be deemed a Change in Control, such acquisition
shall not constitute a Change in Control hereunder;
(2) Individuals who, as of the Effective Date (as defined
below), constitute the Board (the "Continuing Directors") cease for any reason
to constitute at least a majority of the Board, provided that any person
becoming a Director of the Company subsequent to the Effective Date whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the Continuing Directors (other
than an election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened solicitation with respect
to the election or removal of directors of the Company, as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be,
for purposes of the Plan, considered as though such person were a Continuing
Director; or
(3) Approval by the Board of (i) a merger, consolidation or
reorganization of the Company in which, as a consequence of the transaction,
either the Continuing Directors do not constitute a majority of the directors
of the continuing or surviving corporation or any person, entity or "group,"
within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act,
controls 20% or more of the combined voting power of the continuing or
surviving corporation; (ii) any sale, lease or other transfer, in one
transaction or a series of transactions, of all or substantially all of the
assets of the Company; or (iii) any plan or proposal for the liquidation or
dissolution of the Company; provided, however, that, if at the time of such
approval, a majority of the Continuing Directors determines that such merger,
consolidation, reorganization, sale, lease, other transfer, liquidation or
dissolution shall not, for purposes of the Plan, be deemed a Change in
Control, such transaction shall not constitute a Change in Control hereunder,
and, provided further, that, if a majority of the Continuing Directors so
determines, a Change in Control shall not be deemed to occur until the
consummation of any such transaction.
11
<PAGE>
(b) Notwithstanding any other provision of the Plan, if a Change in
Control occurs and at any time after the occurrence of such Change in Control
either of the following events occurs:
(1) the Officer ceases to be an Officer of the Company;
(2) the Plan is terminated; or
(3) The Company's capital structure is changed materially;
then the Officer shall complete a new election form which shall supersede any
prior elections made by such Officer. Upon a Change in Control, the Officer
may reallocate the Officer's Account (including Performance Share Plan bonuses
credited as a stock allotment) between cash and stock allotments.
(c) Distribution shall be in accordance with Sections 5(b), 5(c), 5(d)
and 5(e), above, except that distribution of stock equivalents in the Account
shall be made in cash in an amount equal to the number of stock equivalents to
be distributed multiplied by the greater of (i) the Average Closing Price of
the Common Stock for the twenty (20) trading days ending on the day preceding
the date on which the right to such distribution arose; (ii) the Average
Closing Price of the Common Stock for the twenty (20) trading days ending on
the day preceding the date of the Change in Control; or (iii) the highest
price per share of Common Stock in the transaction or series of transactions
constituting the Change in Control.
(d) Reallocation of deferred amounts in the Officer's Account in
accordance with Section 6(3)(b) between the stock allotment and cash
allotment, shall be valued at the greater of (i) the Average Closing Price of
the Common Stock for the twenty (20) trading days ending on the day preceding
the date on which the right to such reallocation arose; (ii) the Average
Closing Price of the Common Stock for the twenty (20) trading days ending on
the day preceding the date of the Change in Control; or (iii) the highest
price per share of Common Stock in the transaction or series of transactions
constituting the Change in Control.
(e) Any payments shall be made by the Company as promptly as
practicable, but not more than thirty (30) days following the date on which
the right to such payment arose. The Company shall promptly reimburse the
Officer for all legal fees and expenses reasonably incurred in successfully
seeking to obtain or enforce any right or benefit provided under this Section
6.
(f) This Section 6 may not be amended or modified after the occurrence
of a Change in Control.
7. MISCELLANEOUS
(a) The election to defer Deferrable Compensation, including, but not
limited to, the allocation of the amount deferred between the cash allotment
12
<PAGE>
or the stock allotment portion of the Account, or a combination thereof, and
the time and manner of distribution, shall be irrevocable as to amounts payable
following the time when the election is made and shall remain irrevocable until
a new election form reflecting a change or revocation with respect to amounts
payable in a subsequent time period is delivered to the Company not later than
seven (7) days preceding the payment date of subsequent Deferrable Compensation
to which such change or revocation is applicable.
(b) Neither the Officer nor any other person shall have any interest
in any fund or in any specific asset of the Company by reason of amounts
credited to the Account of a Officer hereunder, nor the right to exercise any
of the rights or privileges of a shareholder with respect to any stock
equivalents credited to the Account, nor the right to receive any distribution
under the Plan except as and to the extent expressly provided for in the Plan.
Distributions hereunder shall be made from the general funds of the Company,
and the rights of the Officer shall be those of an unsecured general creditor
of the Company.
(c) The interest of the Officer under the Plan shall not be assignable
by the Officer or the Officer's beneficiary or legal representative, either by
voluntary assignment or by operation of law, and any assignment of such
interest, whether voluntary or by operation of law, shall be ineffective to
transfer the Officer's interest; provided, however, that (i) the Officer may
designate a beneficiary to receive any benefit payable under the Plan upon
death, and (ii) the legal representative of the Officer's estate may assign
the Officer's interest under the Plan to the persons entitled to any benefit
payable under the Plan upon the Officer's death.
(d) Except as provided in Section 6, above, the Company may amend,
modify, terminate or discontinue the Plan at any time; provided, however, that
no such action shall reduce the amounts credited to the Account of the Officer
immediately prior to such action, nor change the time, method or manner of
distribution of such amount, including, without limitation, distribution in
accordance with Section 6, above.
(e) Nothing contained herein shall impose any obligation on the
Company to continue the tenure of the Officer beyond the term for which such
Officer may have been elected or appointed or shall prevent the removal of
such Officer.
(f) This Plan shall be interpreted by and all questions arising in
connection therewith shall be determined by the Compensation and Management
Succession Committee of Protective Life Corporation (or its designee) whose
interpretation or determination, when made in good faith, shall be conclusive
and binding, unless a Change in Control shall have occurred, in which case
such interpretation or determination shall be made by a majority of the
Continuing Directors.
(g) If any amounts deferred pursuant to the Plan are found in a
"determination" (within the meaning of Section 1313(a) of the Internal Revenue
Code of 1986, as amended) to have been includible in gross income by an
Officer prior to payment of such amounts from the Officer's Account, such
amounts shall be immediately paid to such Officer, notwithstanding the
Officer's elections pursuant to Section 2.
13
<PAGE>
(h) The Deferrable Compensation is still subject to Federal Insurance
Contributions Taxes at the rate required by Section 3101 of the Internal
Revenue Code, as amended. The Company will withhold such taxes from other
compensation which is not deferred.
14
<PAGE>
EXHIBIT 5
DEBORAH J. LONG
GENERAL COUNSEL
January 13, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Registration Statement on Form S-8
Relating to Protective Life Corporation Deferred
Compensation Plan for Officers
Ladies and Gentlemen:
As General Counsel of Protective Life Corporation, a Delaware corporation (the
"Corporation"), I am acting as counsel to the Corporation in connection with
the registration under the Securities Act of 1933, as amended (the "Act"), of
the shares of Common Stock, $0.50 par value per share ("Common Stock")
available under the Protective Life Corporation Deferred Compensation Plan for
Officers (the "Plan").
I am generally familiar with the properties and affairs of the Corporation
(including the Plan). I have also examined those records I deemed necessary
for the purpose of this opinion. On that basis, I am of the opinion that up
to 400,000 shares of Common Stock when issued pursuant to the terms of the
Plan, will be legally issued, fully paid and nonassessable shares of Common
Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Corporation's Form S-8 Registration Statement relating to the Plan.
Very truly yours,
/s/ Deborah J. Long
Deborah J. Long
General Counsel
15
<PAGE>
EXHIBIT 8
Opinion Regarding Tax Matters
Securities and Exchange Commission
500 North Capitol Street
Washington, D.C. 10549
Re: Protective Life Corporation
Registration on Form S-8
This letter renders our opinion on the federal income tax consequences of the
Protective Life Corporation Deferred Compensation Plan for Officers
(the "Plan") to its participating Officers.
Income is generally included in the gross income of a taxpayer in the year of
receipt unless the method of accounting used by the taxpayer prescribes that it
be included in another period(1). Therefore, for cash method taxpayers, income
is included in income in the year of receipt. "Receipt" means constructive, as
well as actual, receipt(2). Generally, income is not constructively received
when the taxpayer's control over the receipt is subject to substantial
restrictions(3).
The Internal Revenue Service ("IRS") has provided guidelines that deferred
compensation is generally not taxable to a cash-basis taxpayer until actually
received if:
the deferral is agreed to before the services are rendered;
the deferral amount is not unconditionally placed in trust or escrow
for the benefit of the taxpayer; and
the promise to pay the deferred compensation is a contractual obligation
not evidenced by notes or secured in any way(4).
- -------------------------------
(1) Internal Revenue Code (IRC) SECTION 451
(2) Reg. SECTION 1.451-1(a)
(3) Reg. SECTION 1.451-2(a)
(4) Revenue Ruling 60-31, 1960-1 C.B. 174
16
<PAGE>
Under the terms of the Plan all three of these conditions are generally
satisfied. However, we must consider whether the following provisions of the
Plan, which will result in the payment of the deferred amounts prior to the
date that distribution would otherwise be made under the deferred election,
will result in constructive receipt to the Officer.
1. DISTRIBUTION UPON DEATH, DISABILITY, OR CEASING TO BE AN EMPLOYEE.
There is significant authority providing that distributions
allowable by reason of death, disability, or ceasing to be an
employee will not cause the deferred compensation to be taxable
under the constructive receipt doctrine(5).
2. DISTRIBUTION UPON CHANGE IN CONTROL AND CERTAIN OTHER EVENTS.
Since the primary condition of a change in control is outside the
participants control, the deferred amounts should not be taxable
before such change in control occurs.(6) Additionally, it is
unlikely that the deferred amounts would be included in income at
the time of a change in control without the occurrence of one of the
certain other events.
There are three instances when an Officer may make a deferral that is after the
services have been performed:
1. upon a change in control and certain other events,
2. initial deferral prior to payment date, or
3. at least ninety (90) days before the deferred date payments are to
begin.
It is somewhat uncertain whether the deferral of income after the amounts are
earned under the above instances would be recognized for tax purposes. There is
case law which supports such additional deferral as long as the deferral is
made before the employee has the right to receive the deferred amounts.(7)
However, it should be noted that the IRS has indicated its position that a
deferral of income, once earned and ascertained, should not be allowed.
Deferred compensation is subject to FICA and FUTA taxes, as well as income
taxes. The deferred amounts will be subject to FICA or FUTA taxes on the later
of: 1)when services
- -------------------------------
(5) Revenue Ruling 60-31, 1960-1 C.B. 174, Revenue Ruling 69-650, 1969-2
C.B. 106, Revenue Ruling 71-419, 1971-2 C.B. 220 (with respect to Directors)
(6) Revenue Ruling 60-31, 1960-1 C.B. 174; PLR 8418095; Revenue Ruling
71-419, 1971-2 C.B. 220; PLR 9205033; PLR 9241023
(7) VEIT V. COMMISSIONER, 8 T.C. 809, 818 (1947); VIET V. COMMISSIONER,
8 T.C.M. 919 (1949), MARTIN V. COMMISSIONER, 96 T.C. 814 (1991)
17
<PAGE>
are performed, or 2) when there is no substantial risk of forfeiture of the
rights to such amounts.(8) The existence of substantial risk of forfeiture will
be determined by the standards used with regard to property transferred in
connection with the performance of services.(9) Substantial risk of forfeiture
is present when receipt is contingent on the performance of substantial future
services(10) or on the occurrence of certain conditions. Such conditions must
be related to a purpose to the transfer and the possibility of forfeiture must
be substantial.(11) Because the Plan contains no such conditions, the deferred
amounts will be subject to FICA and FUTA at the time services are performed.
It is our opinion that it is more likely than not that any amounts deferred
under the Plan, in accordance with its present terms, will not be included in
the Officers' taxable income until received by the Officer. The total amount
received (contribution plus earnings and appreciation during deferral) will be
treated as compensation income to the Officer and, therefore, subject to both
federal income taxes as well as any state or local taxes in the year of
receipt. Additionally, the deferred amounts will be subject to FICA and FUTA at
the time services are performed.
COOPERS & LYBRAND
Birmingham, Alabama
January 10, 1994
- -------------------------------
(8) SECTION 3121(v)(z)(A), SECTION 3306 (r)(z)(A)
(9) H.R. Report No. 98-47, 98th Cong. 1st Session. 147 1983-2 C.B.344
(10) SECTION 83(c)(1)
(11) Reg. 1.83-3(c)
18
<PAGE>
EXHIBIT 15
Securities and Exchange Commission
500 North Capital Street
Washington, D.C. 10549
Re: Protective Life Corporation
Registration on Form S-8
We are aware that our reports dated October 27, 1993; July 27, 1993, except for
Note G, as to which the date is August 6, 1993; and April 27, 1993, except for
Note G, as to which the date is May 5, 1993, on our reviews of interim
consolidated financial information of Protective Life Corporation and
subsidiaries for the periods ended September 30, 1993, June 30, 1993, and March
31, 1993, respectively, and included in the Company's quarterly reports on Form
10-Q for the quarters then ended, are incorporated by reference in the Company's
registration statement on Form S-8, Pursuant to Rule 436(c) under the Securities
Act of 1933, these reports should not be considered a part of the registration
statement prepared or certified by us within the meaning of Sections 7 and 11 of
that Act.
COOPERS & LYBRAND
Birmingham, Alabama
January 10, 1993
19
<PAGE>
EXHIBIT 23(a)
Consent of General Counsel of
Protective Life Corporation
[Refer to Exhibit 5]
20
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Protective Life Corporation (the Company) on Form S-8 of our report dated
February 16, 1993, except for Note N, as to which the date is March 8, 1993,
which includes an explanatory paragraph with respect to a change in the
Company's method of accounting for postretirement benefits other than pensions,
on our audits of the consolidated financial statements and financial statement
schedules of Protective Life Corporation as of December 31, 1992 and 1991, and
for the years ended December 31, 1992, 1991, and 1990, which report is included
in the Annual Report on Form 10-K.
COOPERS AND LYBRAND
Birmingham, Alabama
January 10, 1993
21
<PAGE>
EXHIBIT 23(c)
The Board of Directors
Protective Life Corporation
We consent to the use of our report to the Board of Directors of
Wisconsin National Life Insurance Company dated February 26, 1993,
except Note 11, which is as of May 4, 1993, incorporated herein by
reference.
KPMG PEAT MARWICK
Milwaukee, Wisconsin
January 7, 1994
22
<PAGE>
EXHIBIT 24
Power of Attorney
Directors'
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors
of Protective Life Corporation, a Delaware corporation, ("Company") by his
execution hereof or upon an identical counterpart hereof, does hereby
constitute and appoint William J. Rushton, III, Drayton Nabers, Jr., John D.
Johns, or Jerry W. DeFoor, and each or any of them, his true and lawful
attorneys-in-fact and agents, for him and in his name, place and stead, to
execute and sign the Form S-8 Registration Statement and the Protective Life
Corporation Deferred Compensation Plan for Officers (the "Plan") to be filed
by the Company with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 and, further, to execute and sign any
and all amendments to such Registration Statement and/or Plan, and to file
same, with all exhibits and schedules thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all the acts of said attorneys-in-fact and agents or any of them
which they may lawfully do in the premises or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
and seal this 31st day of December, 1993.
WITNESS TO ALL SIGNATURES:
/s/ William J. Rushton III
______________________________
William J. Rushton III
/s/ John K. Wright
____________________________
John K. Wright
/s/ John W. Woods
______________________________
John W. Woods
/s/ Crawford T. Johnson III
______________________________
Crawford T. Johnson III
/s/ William J. Cabaniss, Jr.
______________________________
William J. Cabaniss, Jr.
/s/ H. G. Pattillo
______________________________
H. G. Pattillo
/s/ Drayton Nabers, Jr.
______________________________
Drayton Nabers, Jr.
/s/ Edward L. Addison
______________________________
Edward L. Addison
/s/ John J. McMahon, Jr.
______________________________
John J. McMahon, Jr.
/s/ A. W. Dahlberg
______________________________
A. W. Dahlberg
/s/ John W. Rouse, Jr.
______________________________
John W. Rouse, Jr.
/s/ Robert T. David
______________________________
Robert T. David
/s/ Ronald L. Kuehn, Jr.
______________________________
Ronald L. Kuehn, Jr.
/s/ Herbert A. Sklenar
______________________________
Herbert A. Sklenar
23
