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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) December 2, 1996
PROTECTIVE LIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-12332 95-2492236
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2801 Highway 280 South, Birmingham, Alabama 35223
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 879-9230
N/A
(Former name or former address, if changed since last report.)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibits are filed with reference to the
Registration Statements on Form S-3 (Registration Nos.
333-03435, 33-55063 and 33-52831) of Protective Life
Corporation and PLC Capital L.L.C.:
1(e)(2) Terms Agreement, dated as of December 2,
1996, by and between Protective Life
Corporation and Edward D. Jones & Co., L.P.
4(g)(3) Supplemental Indenture No. 5, dated as of
December 1, 1996, to Senior Indenture,
dated as of July 1, 1994, from Protective
Life Corporation to The Bank of New York.
4(n) Specimen 7.00% Medium-Term Note due
December 15, 2011 (included as Exhibit A to
Exhibit 4(g)(3)).
5(d) Opinion of Sutherland, Asbill & Brennan,
L.L.P. as to the legality of the securities.
8(c) Opinion of Sutherland, Asbill & Brennan,
L.L.P. as to tax matters (included in
Exhibit 5(d)).
23(f) Consent of Sutherland, Asbill & Brennan,
L.L.P. (included in Exhibit 5(d)).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PROTECTIVE LIFE CORPORATION
Date: December 6, 1996 By: /s/ Jerry W. DeFoor
--------------------
Jerry W. DeFoor
Vice President, Controller and
Chief Accounting Officer
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INDEX TO EXHIBITS
1(e)(2) Terms Agreement, dated as of December 2, 1996, by and between
Protective Life Corporation and Edward D. Jones & Co., L.P.
4(g)(3) Supplemental Indenture No. 5, dated as of December 1, 1996, to Senior
Indenture, dated as of July 1, 1994, from Protective Life Corporation
to The Bank of New York.
4(n) Specimen 7.00% Medium-Term Note due December 15, 2011 (included as
Exhibit A to Exhibit 4(g)(3)).
5(d) Opinion of Sutherland, Asbill & Brennan, L.L.P. as to the legality of
the securities.
8(c) Opinion of Sutherland, Asbill & Brennan, L.L.P. as to tax matters
(included in Exhibit 5(d)).
23(f) Consent of Sutherland, Asbill & Brennan, L.L.P. (included in
Exhibit 5(d)).
<PAGE>
Exhibit 1(e)(2)
TERMS AGREEMENT
Edward D. Jones & Co., L.P.
12555 Manchester Road
St. Louis, Missouri 63131-3729
December 2, 1996
Ladies and Gentlemen:
Protective Life Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Distribution Agreement, dated July 31, 1996 (the "Distribution Agreement"),
to issue and sell to you (the "Agent") the Securities specified in Schedule I
hereto (the "Designated Securities"). The Distribution Agreement incorporates by
reference certain provisions of the Underwriting Agreement, dated June 23, 1994
filed as Exhibit 1(a) to the Company's Current Report on Form 8-K dated July 1,
1994 and filed with the Commission July 5, 1994 (the "Underwriting Agreement").
Each of the provisions of the Distribution Agreement is incorporated herein by
reference in its entirety, including such provisions of the Underwriting
Agreement, and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth or incorporated therein shall be deemed
to have been made at and as of the date of this Terms Agreement, except that
each representation and warranty in Section 2 of the Underwriting Agreement (as
incorporated into the Distribution Agreement) which refers to the Prospectus (as
defined in the Underwriting Agreement) shall be deemed to be a representation or
warranty as of the date of the Distribution Agreement in relation to the
Prospectus as amended or supplemented relating to the Notes, and also a
representation and warranty as of the date of this Terms Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Terms Agreement. Each reference to the
Representatives in the Distribution Agreement, including the provisions of the
Underwriting Agreement so incorporated by reference therein and herein, shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Distribution Agreement are used herein as therein defined.
A pricing supplement to the Prospectus, relating to the
Designated Securities, in the form heretofore delivered to you is now proposed
to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Distribution Agreement incorporated herein by reference, the Company agrees
to issue and sell to the Agent, and the Agent agrees to purchase from the
Company, at the time and place and at the
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purchase price to the Agent set forth in Schedule I hereto, the principal amount
of Designated Securities set forth in Schedule I.
If the foregoing is in accordance with your understanding,
please sign and return to us five (5) counterparts hereof, and upon acceptance
hereof by you, on behalf of the Agent, this letter and such acceptance hereof,
including the provisions of the Distribution Agreement incorporated herein by
reference, shall constitute a binding agreement between the Agent and the
Company.
Very truly yours,
PROTECTIVE LIFE CORPORATION
By: /s/ Carl S. Thigpen
--------------------
Carl S. Thigpen
Vice President, Investments
Accepted as of the date hereof:
EDWARD D. JONES & CO., L.P.
By: /s/ Victoria Westall
---------------------
Victoria Westall
Principal
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SCHEDULE I
TITLE OF DESIGNATED SECURITIES:
7.00% Medium-Term Notes, due December 15, 2011
AGGREGATE PRINCIPAL AMOUNT:
$12,500,000.00
PRICE TO PUBLIC:
At varying prices related to prevailing market prices at the time of resale
PURCHASE PRICE BY AGENT:
97.625% of the principal amount of the Designated Securities
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Immediately Available Funds
INDENTURE:
Senior Indenture dated June 1, 1994, between the Company and The Bank
of New York, as Trustee, as supplemented by Supplemental Indenture No.
5, dated as of December 1, 1996 between the Company and The Bank of New
York
MATURITY:
December 15, 2011
INTEREST RATE:
7% per annum, payable semi-annually
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INTEREST PAYMENT DATES:
June 15 and December 15 of each year commencing June 15, 1997
RECORD DATES:
June 1 and December 1 of each year
CALCULATION OF INTEREST:
Interest will be calculated on the basis of a 360-day year of twelve
30-day months and, for any period that is shorter than a full calendar
month, on the basis of the actual number of days elapsed in such month.
REDEMPTION PROVISIONS:
Right of redemption at option of the Company at any time on or after
December 15, 2001, as described in Supplemental Indenture No. 5
Limited right of redemption at the option of the holder, at certain times
on or after December 6, 1998, as described in Supplemental Indenture No. 5
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
Sections 4.4 and 4.5 of the Indenture shall apply to the Designated
Securities as and to the extent specified in Supplemental Indenture No. 5
TIME OF DELIVERY:
9:00 a.m., December 6, 1996 (St. Louis time)
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CLOSING LOCATION:
Bryan Cave LLP
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
NAME AND ADDRESS OF AGENT:
Edward D. Jones & Co., L.P.
12555 Manchester Road
St. Louis, Missouri 63131-3729
OTHER TERMS:
Not applicable
<PAGE>
Exhibit 4(g)(3)
PROTECTIVE LIFE CORPORATION
to
THE BANK OF NEW YORK, as Trustee
SUPPLEMENTAL INDENTURE NO. 5
Dated as of December 1, 1996
7.00% Medium-Term Notes Due December 15, 2011
($12,500,000)
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PROTECTIVE LIFE CORPORATION
SUPPLEMENTAL INDENTURE NO. 5
$12,500,000
7.00% Medium-Term Notes Due December 15, 2011
SUPPLEMENTAL INDENTURE NO. 5, dated as of December 1, 1996, from PROTECTIVE
LIFE CORPORATION, a Delaware corporation (the "Company"), to THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "Trustee").
The Company has heretofore executed and delivered to the Trustee a
Senior Indenture, dated as of June 1, 1994 (the "Indenture"), providing for the
issuance from time to time of series of the Company's Securities.
Section 3.1 of the Indenture provides for various matters with respect
to any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.
Section 8.1(7) of the Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Indenture to establish
the form or terms of Securities of any series as provided by Sections 2.1 and
3.1 of the Indenture.
For and in consideration of the premises and the issuance of the series
of Securities provided for herein, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities of
such series:
ARTICLE 1
RELATION TO INDENTURE; DEFINITIONS
Section 1.1. This Supplemental Indenture No. 5 constitutes an integral part of
the Indenture.
Section 1.2. For all purposes of this Supplemental Indenture No. 5:
(1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
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(2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of
this Supplemental Indenture No. 5; and
(3) The terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Supplemental Indenture No. 5.
ARTICLE 2
THE SERIES OF MEDIUM-TERM NOTES
Section 2.1. TITLE OF THE SECURITIES. There shall be a series of
Securities designated the 7.00% Medium-Term Notes due December 15, 2011 (the
"Series D Medium-Term Notes").
Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF SERIES D
MEDIUM-TERM NOTES. The aggregate principal amount of the Series D Medium-Term
Notes shall be limited to $12,500,000. Each Series D Medium-Term Note shall be
dated the date of its authentication.
Section 2.3. PRINCIPAL PAYMENT DATES. The principal on the Series D
Medium- Term Notes Outstanding (together with any accrued and unpaid interest
thereon) shall be payable in a single installment on December 15, 2011.
Section 2.4. INTEREST AND INTEREST RATES. The rate of interest on each
Series D Medium-Term Note shall be 7.00% per annum, accruing from December 6,
1996 or from the most recent Interest Payment Date to which interest on such
Series D Medium-Term Note has been paid or duly provided for. Interest shall be
payable on each Series D Medium-Term Note semiannually on June 15 and December
15 of each year (each an "Interest Payment Date"), commencing on June 15, 1997.
The interest so payable on any Series D Medium-Term Note which is punctually
paid or duly provided for on any Interest Payment Date shall be paid to the
Person in whose name such Series D Medium-Term Note is registered at the close
of business on the June 1 or December 1, as the case may be, preceding such June
15 or December 15 (each a "Regular Record Date"). The interest so payable on any
Series D Medium-Term Note which is not punctually paid or duly provided for on
any Interest Payment Date shall forthwith cease to be payable to the Person in
whose name such Series D Medium-Term Note is registered on the relevant Regular
Record Date, and such defaulted interest shall instead be payable to the Person
in whose name such Series D Medium-Term Note is registered on the Special Record
Date or other specified date determined in accordance with the Indenture.
Section 2.5. PLACE OF PAYMENT. The Place of Payment where the Series D
Medium- Term Notes may be presented or surrendered for payment, where the Series
D Medium-Term Notes may be surrendered for registration of transfer or exchange
and where notices and demands to and upon the Company in respect of the Series D
Medium-Term Notes and the Indenture may be served
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shall be in the Borough of Manhattan, The City of New York, New York, and the
office or agency maintained by the Company for such purpose shall initially be
the Corporate Trust Office of the Trustee.
Section 2.6. REDEMPTION AT THE OPTION OF THE COMPANY.
(a) Redemption Right at Company's Option. The Company has the right to redeem
the Series D Medium-Term Notes at its sole option, in whole or in part, at any
time and from time to time on or after December 15, 2001, at a redemption price
equal to one hundred percent (100%) of the aggregate principal amount of the
Series D Medium-Term Notes Outstanding and to be redeemed, together with accrued
but unpaid interest on the principal amount to be redeemed to the redemption
date, subject to the terms and conditions set forth in this Section 2.6. The
election of the Company to redeem any Series D Medium-Term Note shall be
evidenced by a Board Resolution.
(b) Notice to Trustee. If the Company wishes to redeem Series D Medium-Term
Notes pursuant to the terms hereof and of the Series D Medium-Term Notes, it
shall notify the Trustee of the redemption date and the principal amount of
Series D Medium-Term Notes to be redeemed. The Company shall give the notice
provided for in this Section not less than 45 nor more than 60 days prior to the
redemption date.
(c) Selection of Series D Medium-Term Notes to be Redeemed. If less than all the
Series D Medium- Term Notes are to be redeemed, the Trustee shall select the
Series D Medium-Term Notes to be redeemed by lot or by any other method the
Trustee shall deem fair and reasonable. The Trustee shall make the selection not
more than 60 days before the redemption date from Series D Medium- Term Notes
then outstanding that have not been previously called for redemption. The
Trustee shall promptly notify the Company in writing of the Series D Medium-Term
Notes selected for redemption and, in the case of any Series D Medium-Term Note
selected for partial purchase or redemption, the principal amount thereof to be
purchased or redeemed. The Trustee may select for redemption portions of the
principal of Series D Medium-Term Notes that have denominations larger than
$1,000. Series D Medium-Term Notes and portions of Series D Medium-Term Notes
that the Trustee selects shall be in amounts of $1,000 or integral multiples of
$1,000. Provisions of this Indenture that apply to Series D Medium-Term Notes
called for redemption also apply to portions of Series D Medium-Term Notes
called for redemption.
(d) Notice of Redemption. At least 30 days but not more than 60 days before a
redemption date, the Company shall mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Series D Medium-Term Notes are
to be redeemed at its registered address.
The notice shall identify the Series D Medium-Term Notes to be redeemed
and shall state:
(i) the redemption date;
(ii) the redemption price;
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(iii) if any Series D Medium-Term Note is being redeemed in part,
the portion of the principal amount of such Series D
Medium-Term Note to be redeemed;
(iv) the name and address of the Paying Agent;
(v) that the Series D Medium-Term Notes called for redemption must
be surrendered to the Paying Agent to collect the redemption
price;
(vi) that, unless the Company defaults in making such redemption
payment, interest on Series D Medium-Term Notes called for
redemption ceases to accrue on and after the redemption date;
and
(vii) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or
printed on the Series D Medium-Term Notes.
At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at their expense; provided, however, that
the Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph (which request may be revoked by so notifying the
Trustee in writing on or before the Business Day immediately preceding the date
requested for the mailing of such notice).
(e) Effect of Notice of Redemption. Once notice of redemption is mailed in
accordance with the provisions hereof, Series D Medium-Term Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.
(f) Deposit of Redemption Price. One Business Day prior to the redemption date,
the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of, and accrued interest, if any, on all
Series D Medium-Term Notes to be redeemed on that date. The Trustee or the
Paying Agent shall promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay the redemption price of, and accrued interest on, all Series D Medium-Term
Notes to be redeemed.
If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Series D
Medium-Term Notes or the portions of Series D Medium-Term Notes called for
redemption. If a Series D Medium-Term Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then any
accrued and unpaid interest shall be paid to the Person in whose name such
Series D Medium- Term Note was registered at the close of business on such
record date. If any Series D Medium- Term Note called for redemption shall not
be so paid upon surrender for redemption because of the failure of the Company
to comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption date until such principal is paid, and to the
extent lawful on any
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interest not paid on such unpaid principal, in each case at the rate provided in
the Series D Medium- Term Notes and in Section 2.4 hereof.
(g) Series D Medium-Term Notes Redeemed in Part. Upon surrender of a Series D
Medium-Term Note that is redeemed in part, the Company shall issue and, upon the
Company's written request, the Trustee shall authenticate for the Holder at the
expense of the Company, a new Series D Medium-Term Note equal in principal
amount to the unredeemed portion of the Series D Medium- Term Note surrendered;
provided, however, that so long as the Series D Medium Term Notes are issued in
the form of global securities as provided in Section 2.12 hereof, then, in lieu
of surrendering the Series D Medium-Term Note being redeemed in part, the
principal amount of the applicable global Series D Medium-Term Note shall be
reduced as and to the extent provided in Section 2.12(d) hereof.
SECTION 2.7. LIMITED RIGHT OF REDEMPTION AT OPTION OF BENEFICIAL
OWNER.
(a) Unless the Series D Medium-Term Notes have become due and payable prior to
their Stated Maturity by reason of an Event of Default, commencing December 6,
1998 the Representative (as defined below) of a deceased holder of an interest
in the Series D Medium Term Notes (each such holder, whether by purchase or
transfer from a purchaser or other transferee, a "Beneficial Owner") has the
right to request redemption of all or part of his or her interest in the Series
D Medium-Term Notes, in integral multiples of $1,000, for payment prior to
Stated Maturity, and the Company will redeem the same subject to the limitations
that the Company will not be obligated to redeem during any twelve-month period
beginning December 6, 1998 or any December 6 thereafter and ending on any
December 5 thereafter, (i) on behalf of any given deceased Beneficial Owner any
interest in the Series D Medium-Term Notes which exceeds an aggregate principal
amount of $25,000 or (ii) interests in the Series D Medium-Term Notes in an
aggregate principal amount exceeding two percent of the aggregate principal
amount of Series D Medium-Term Notes originally issued (i.e., $250,000). In the
case of interests in the Series D Medium-Term Notes owned by a deceased
Beneficial Owner, a request for redemption may be presented to the Trustee at
any time and in any principal amount. If the Company, although not obligated to
do so, chooses to redeem interests of a deceased Beneficial Owner in the Series
D Medium-Term Notes in any such period in excess of the $25,000 limitation, such
redemption, to the extent that it exceeds the $25,000 limitation for any
Beneficial Owner, shall not be included in the computation of the two percent
limitation for such period or any succeeding period.
(b) Subject to the $25,000 and the two percent limitations, the Company will
upon the death of any Beneficial Owner redeem the interest of the Beneficial
Owner in the Series D Medium-Term Notes within 60 days following receipt by the
Trustee of a validly completed Redemption Request (as defined below), including
all supporting documentation, from such Beneficial Owner's personal
representative, or surviving joint tenant(s), tenant(s) by the entirety or
tenant(s) in common, or other persons entitled to effect such a Redemption
Request (each, a "Representative"). If a Redemption Request on behalf of a
deceased Beneficial Owner exceeds the $25,000 per prepayment period limitation,
or if Redemption Requests in the aggregate exceed the two percent per prepayment
period limitation, then such excess Redemption Request(s) (subject in the case
of the $25,000 limitation to the provisions of the last sentence of paragraph
(a)) will be applied to successive periods in the order of receipt for
prepayment, regardless of the number of periods required to redeem such
interest, unless sooner withdrawn as described below.
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(c) A request for redemption of an interest in the Series D Medium-Term Notes
may be made by delivering a request to the direct or indirect participant in the
Depository (each, a "Participant") through whom the Beneficial Owner owns such
interest, in form satisfactory to the Participant, together with evidence of
death of the Beneficial Owner and authority of the Representative satisfactory
to the Participant and the Trustee. A Representative of a deceased Beneficial
Owner may make the request for redemption and shall submit such other evidence
of the right to such redemption as the Participant or Trustee shall require. The
request shall specify the principal amount of the Series D Medium-Term Notes to
be redeemed. A request for redemption in form satisfactory to the Participant
and accompanied by the documents relevant to the request as described above,
together with a certification by the Participant that it holds the interest on
behalf of the deceased Beneficial Owner with respect to whom the request for
redemption is being made (the "Redemption Request"), shall be provided to the
Depository by a Participant and the Depository will forward the request to the
Trustee. Redemption Requests, including all supporting documentation, shall be
in form satisfactory to the Trustee and no request for redemption shall be
considered validly made until the Redemption Request and all supporting
documentation, in form satisfactory to the Trustee, shall have been received by
the Trustee.
(d) The price to be paid by the Company for an interest in the Series D
Medium-Term Notes to be redeemed pursuant to a Redemption Request from a
deceased Beneficial Owner's Representative is one hundred percent (100%) of the
principal amount thereof plus accrued but unpaid interest on the principal
amount redeemed to the date of payment to the Depository of the redemption price
of such interest in the Series D Medium-Term Notes. Subject to arrangements with
the Depository, payment of the redemption price for an interest in the Series D
Medium-Term Notes which is to be redeemed shall be made to the Depository within
60 days following receipt by the Trustee of the Redemption Request, including
all supporting documentation, and the Series D Medium-Term Notes to be redeemed
in the aggregate principal amount specified in the Redemption Request submitted
to the Trustee by the Depository which is to be fulfilled in connection with
such payment. An acquisition of Series D Medium-Term Notes by the Company or its
subsidiaries other than by redemption at the option of any Representative of a
deceased Beneficial Owner shall not be included in the computation of either the
$25,000 or two percent limitations for any period.
(e) Interests in the Series D Medium-Term Notes held by tenants by the entirety,
joint tenants or tenants in common will be deemed to be held by a single
Beneficial Owner and the death of a tenant in common, tenant by the entirety or
joint tenant will be deemed the death of a Beneficial Owner. The death of a
person who, during such person's lifetime, was entitled to substantially all of
the rights of a Beneficial Owner will be deemed the death of the Beneficial
Owner, regardless of the recordation of such interest on the records of the
Participant, if such rights can be established to the satisfaction of the
Participant and the Trustee. Such interests shall be deemed to exist in typical
cases of nominee ownership, ownership under the Uniform Gifts to Minors Act or
the Uniform Transfers to Minors Act, community property or other joint ownership
arrangements between a husband and wife (including individual retirement
accounts or Keogh plans maintained solely by or for the decedent or by or for
the decedent and any spouse), and trust and certain other arrangements where one
person has substantially all of the rights of a Beneficial Owner during such
person's lifetime.
(f) Any Redemption Request may be withdrawn upon delivery of a written request
for such withdrawal given to the Trustee by the Depository prior to payment to
the Depository of the redemption price of the interest in the Series D
Medium-Term Notes.
<PAGE>
Section 2.8. ADDITIONAL COVENANTS. For the benefit of the Holders from
time to time of the Series D Medium-Term Notes, and in addition to the covenants
set forth in Article 9 of the Indenture, the Company further covenants and
agrees as follows:
(a) LIMITATIONS ON DISPOSITION OF CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES. The Company will not, and will not permit any Restricted
Subsidiary to, sell, assign, transfer or otherwise dispose of any
shares of the capital stock of any Restricted Subsidiary unless the
entire capital stock of such Restricted Subsidiary at the time owned by
the Company and its Restricted Subsidiaries shall be disposed of at the
same time for a consideration consisting of cash or other property
which the Board of Directors has determined to be at least equal to the
fair value thereof. Notwithstanding the foregoing provision, (i) the
Company shall be permitted to sell, assign, transfer or otherwise
dispose of shares of the capital stock of a Restricted Subsidiary (a)
to any director (or any individual nominated to become a director) of
such Restricted Subsidiary but only to the extent ownership of such
shares is required as directors' qualifying shares for such director or
individual and (b) to any Subsidiary; and (ii) any Restricted
Subsidiary shall be permitted to sell, assign, transfer or otherwise
dispose of shares of its capital stock or the capital stock of any
other Restricted Subsidiary (a) to any director (or any individual
nominated to become a director) of such Restricted Subsidiary but only
to the extent ownership of such shares is required as directors'
qualifying shares for such director or individual, or (b) to the
Company or any Subsidiary.
(b) LIMITATIONS UPON CREATION OF LIENS ON CAPITAL STOCK OF
RESTRICTED SUBSIDIARIES. The Company will not, and will not permit any
Restricted Subsidiary to, at any time directly or indirectly, issue,
assume, guarantee or permit to exist any indebtedness secured by a Lien
on the capital stock of any Restricted Subsidiary without making
effective provision whereby the Series D Medium-Term Notes then
outstanding (and if the Company so elects, any other indebtedness
ranking on a parity with the Series D Medium-Term Notes) shall be
equally and ratably secured with such indebtedness as to such property
so long as such other indebtedness shall be so secured; provided,
however, that the covenant set forth in this Section 2.8(b) will not be
applicable to Liens (i) on the shares of stock of a subsidiary of a
Person that is merged with or into the Company or a Subsidiary securing
debt of such Person, which debt was outstanding prior to such merger,
but only if such pledge and debt were not incurred in anticipation of
such merger, (ii) in favor of the Company securing debt of a Restricted
Subsidiary owed to the Company, (iii) for taxes or assessments or
governmental charges or levies not then due and delinquent or the
validity of which are being contested in good faith or which are less
than $5,000,000, or (iv) created by or resulting from any litigation or
legal proceeding being contested in good faith.
If the Company shall hereafter be required to secure the Series D
Medium-Term Notes equally and ratably with any other indebtedness
pursuant to this Section 2.8(b), (i) the Company will promptly deliver
to the Trustee an Officers' Certificate stating that the foregoing
covenant has been complied with and an Opinion of Counsel stating that
in the opinion of such counsel the foregoing covenant has been complied
with and that any instruments executed by the Company or any Restricted
Subsidiary in the performance of the foregoing covenant comply with the
requirements of the foregoing covenant and (ii) the Trustee is hereby
authorized to enter into an indenture or agreement supplemental hereto
and to take such action, if any, as it may deem advisable to enable it
to enforce the rights of the Holders of the Series D Medium-Term Notes.
<PAGE>
For purposes of this Section 2.8, Restricted Subsidiary shall mean any
Subsidiary of the Company with assets greater than or equal to 20% of all assets
of the Company and its Subsidiaries, computed and consolidated in accordance
with generally accepted accounting principles.
For purposes of this Section 2.8, "Lien" shall mean any mortgage,
pledge, lien, charge, security interest, conditional sale or other title
retention agreement or other encumbrance of any nature whatsoever.
Section 2.9. MODIFICATION OF EVENTS OF DEFAULT. For the benefit of the
Holders from time to time of the Series D Medium-Term Notes, clause 4 of Section
5.1 of the Indenture is hereby modified by deleting such clause 4 in its
entirety and replacing it with the following:
A(4) a default under any mortgage, agreement, indenture or instrument
under which there may be issued, or by which there may be secured,
guaranteed or evidenced any Debt of the Company (including this
Indenture) whether such Debt now exists or shall hereafter be created,
in an aggregate principal amount then outstanding of $15,000,000 or
more, which default (a) shall constitute a failure to pay any portion
of the principal of such Debt when due and payable or (b) shall result
in such Debt becoming or being declared due and payable prior to the
date on which it would otherwise become due and payable, and such
acceleration shall not be rescinded or annulled, or such Debt shall not
be paid in full, within a period of 30 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Outstanding Securities of that series a written
notice specifying such event of default and requiring the Company to
cause such acceleration to be rescinded or annulled or to pay in full
such Debt and stating that such notice is a "Notice of Default"
hereunder; (it being understood however, that the Trustee shall not be
deemed to have knowledge of such default under such agreement or
instrument unless either (A) a Responsible Officer of the Trustee shall
have actual knowledge of such default or (B) a Responsible Officer of
the Trustee shall have received written notice thereof from the
Company, from any Holder, from the holder of any such indebtedness or
from the trustee under any such agreement or other instrument);
PROVIDED, HOWEVER, that if such default under such mortgage, agreement,
indenture or instrument is remedied or cured by the Company or waived
by the holders of such indebtedness, then the Event of Default
hereunder by reason thereof shall be deemed likewise to have been
thereupon remedied, cured or waived without further action upon the
part of either the Trustee or any of such Holders; PROVIDED, FURTHER,
that the foregoing shall not apply to any secured Debt under which the
obligee has recourse (exclusive of recourse for ancillary matters such
as environmental indemnities, misapplication of funds, costs of
enforcement and the like) only to the collateral pledged for repayment
so long as the fair market value of such collateral does not exceed 2%
of Total Assets at the time of the "default;"
Section 2.10. DENOMINATION. The Series D Medium-Term Notes shall be
issuable in denominations of $1,000 and integral multiples thereof.
Section 2.11. CURRENCY. Principal and interest on the Series D
Medium-Term Notes shall be payable in Dollars.
<PAGE>
Section 2.12. REGISTERED SECURITIES IN GLOBAL FORM. (a) The Series D
Medium-Term Notes will be issued in the form of one or more fully registered
global securities, representing the aggregate principal amount of the Series D
Medium-Term Notes, that will be deposited with, or on behalf of, The Depository
Trust Company ("DTC"), and registered in the name of Cede & Co., the nominee of
DTC.
(b) Except as provided in Section 3.5 of the Indenture, Beneficial
Owners of interests in the Series D Medium-Term Notes may not exchange such
interests for certificated Series D Medium- Term Notes.
(c) In addition to the legend specified in Section 2.4 of the
Indenture, each certificate evidencing the Series D Medium-Term Notes shall bear
the following legend:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
(d) If the Series D Medium-Term Notes are redeemed pursuant to Sections
2.6 or 2.7 hereof in whole or in part, the principal amount of the applicable
global Series D Medium-Term Note shall be reduced by the amount of the interest,
or portion thereof, so redeemed and an endorsement shall be made on such Series
D Medium-Term Note by the Trustee to reflect such reduction.
Section 2.13. FORM OF SERIES D MEDIUM-TERM NOTES. The Series D Medium-
Term Notes shall be substantially in the form attached as Exhibit A hereto.
Section 2.14. DEFEASANCE AND COVENANT DEFEASANCE. The provisions of
Section 4.4 of the Indenture shall apply to the Series D Medium-Term Notes. The
provisions of Section 4.5 of the Indenture shall apply to the Series D
Medium-Term Notes with respect to the covenants specified in said Section 4.5
and the covenants set forth in Section 2.8 of this Supplemental Indenture No. 5.
Section 2.15. REGISTRAR AND PAYING AGENT. The Trustee shall initially
serve as Registrar and Paying Agent.
<PAGE>
ARTICLE 3
MISCELLANEOUS PROVISIONS
Section 3.1. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 5, is in all respects hereby adopted, ratified and
confirmed.
Section 3.2. This Supplemental Indenture No. 5 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. 5 AND EACH SERIES D
MEDIUM-TERM NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 5 to be duly executed, as of the day and year first
written above.
PROTECTIVE LIFE CORPORATION
By: /s/ Jerry W. DeFoor
--------------------
Jerry W. DeFoor
Vice President, Controller and
Chief Accounting Officer
By: /s/ Carl S. Thigpen
--------------------
Carl S. Thigpen
Vice President, Investments
(Seal)
Attest: /s/ Deborah J. Long
--------------------
Deborah J. Long
Senior Vice President,
Secretary and
General Counsel
THE BANK OF NEW YORK,
Trustee
By: /s/ Walter N. Gitlin
---------------------
Walter N. Gitlin
Vice President
(Seal)
Attest: /s/ Stephen Giurlando
----------------------
Stephen Giurlando
Vice President
<PAGE>
EXHIBIT A TO
SUPPLEMENTAL INDENTURE NO. 5
(FORM OF FACE OF MEDIUM-TERM NOTE)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS MEDIUM-TERM NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR MEDIUM-TERM NOTES
IN CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR
BY A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
PROTECTIVE LIFE CORPORATION
7.00% Medium-Term Note Due December 15, 2011
No. 1 $12,500,000
CUSIP: 743674 AG8
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 $12,500,000 (Twelve Million Five
Hundred Thousand Dollars) on December 15, 2011, and to pay interest thereon from
December 6, 1996, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for. Interest shall be payable on the
Company's 7.00% Medium-Term Note due December 15, 2011 ("Medium-Term Note")
semiannually on June 15 and December 15 of each year (each an "Interest Payment
Date"), commencing on June 15, 1997 at the rate of 7.00% per annum, until the
principal hereof is paid or made available for payment; PROVIDED that any such
installment of interest, which is overdue shall bear interest at the rate of
7.00% 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
<PAGE>
or made available for payment, and such interest shall be payable on demand. The
amount of interest payable on any Interest Payment Date shall be computed on the
basis of twelve 30-day months and a 360-day year and, for any period that is
shorter than a full calendar month, will be calculated on the basis of the
actual number of days elapsed in such period. In the event that any date on
which interest is payable on this Medium-Term Note is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect to any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date. The interest so payable on any Interest Payment Date which is
punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture referred to on the reverse hereof, be paid to the
Person in whose name this Medium-Term Note is registered at the close of
business on the Regular Record Date for such Interest Payment Date, which shall
be the June 1 or December 1, as the case may be, preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Person in whose name this Medium-Term Note
is registered on the relevant Regular Record Date, and such defaulted interest
shall instead by payable to the Person in whose name this Medium-Term Note is
registered on the Special Record Date or other specified date determined in
accordance with the Indenture and Supplemental Indenture No. 5, referred to on
the reverse hereof.
Payment of the principal of and interest on this Medium-Term Note will
be made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York (which shall initially be the
Corporate Trust Office of the Trustee), in same day funds by wire transfer to an
account maintained by the Person entitled thereto as specified in the Register
of Holders of the Medium-Term Notes, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.
Reference is hereby made to the further provisions of this Medium-Term
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Medium-Term Note shall not be entitled to any benefit under the Indenture and
Supplemental Indenture No. 5 referred to on the reverse hereof or be valid or
obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, Protective Life Corporation has caused this
instrument to be executed under its corporate seal.
Dated: December 6, 1996
(Corporate Seal) PROTECTIVE LIFE CORPORATION
By:
----------------------------
Carl S. Thigpen
Vice President, Investment
By:
----------------------------
Jerry W. DeFoor
Vice President, and Controller and
Chief Accounting Officer
This is one of the Securities of the series described in the within-mentioned
Indenture.
Dated: December 6, 1996 THE BANK OF NEW YORK,
as Trustee
By:
-----------------------------
Walter N. Gitlin
Vice President
<PAGE>
(FORM OF REVERSE OF MEDIUM-TERM NOTE)
This Medium-Term Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Senior Indenture, dated as of June 1, 1994 (herein, together with
all indentures supplemental thereto, including Supplemental Indenture No. 5,
dated as of December 1, 1996, called the "Indenture"), from the Company to The
Bank of New York (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations or rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $12,500,000, and is issued pursuant to
Supplemental Indenture No. 5, dated as of December 1, 1996, from the Company to
the Trustee, relating to the Securities of this series (herein called
"Supplemental Indenture No. 5").
The Securities of this series shall not be subject to redemption at the option
of the Company at any time and the Company shall have no obligation to redeem or
purchase the Securities pursuant to any sinking fund, except in each instance as
follows:
Optional Redemption. On or after December 15, 2001, the Company may, at
its option, redeem the Medium-Term Notes in whole or in part, from time to time
at a redemption price equal to 100% of the principal amount to be redeemed,
together with accrued but unpaid interest, if any, on the principal amount to be
redeemed to the date of the redemption.
In the event that less than all of the Medium-Term Notes are to be redeemed at
any time, selection of the Medium-Term Notes or portions thereof for redemption
will be made by the Trustee by lot or by any other method the Trustee shall deem
fair and reasonable; provided, however, that Medium- Term Notes and portions of
the Medium-Term Notes that the Trustee selects shall be in amounts of $1,000 or
integral multiples of $1,000. Notice of redemption to the Holders of the
Medium-Term Notes to be redeemed shall be given by mailing notice of such
redemption by first-class mail, at least 30 days and not more than 60 days prior
to the date fixed for redemption to such Holders of the Medium-Term Notes at
their registered address. Unless the Company defaults in making such redemption
payment, interest on the Medium-Term Notes called for redemption ceases to
accrue on and after the redemption date.
Redemption at the Option of the Holder. Unless the Medium-Term Notes
have become due and payable prior to their Stated Maturity by reason of an Event
of Default or by reason of redemption at the option of the Company, commencing
December 6, 1998 the Representative (as defined below) of a deceased Beneficial
Owner of an interest in the Medium-Term Notes has the right to request
redemption of all or part of his or her interest in the Medium-Term Notes, in
integral multiples of $1,000, for payment prior to Stated Maturity, and the
Company will redeem the same subject to the limitations that the Company will
not be obligated to redeem during any twelve-month period beginning December 6,
1998 or any December 6 thereafter and ending on any December 5 thereafter, (i)
on behalf of any given deceased Beneficial Owner any interest in the Medium-Term
Notes which exceeds an aggregate principal amount of $25,000 or (ii) interests
in the Medium-Term
<PAGE>
Notes in an aggregate principal amount exceeding two percent of the aggregate
principal amount of Medium-Term Notes originally issued (i.e., $250,000). In the
case of interests in the Medium-Term Notes owned by a deceased Beneficial Owner,
a request for redemption may be presented to the Trustee at any time and in any
principal amount. If the Company, although not obligated to do so, chooses to
redeem interests of a deceased Beneficial Owner in the Medium-Term Notes in any
such period in excess of the $25,000 limitation, such redemption, to the extent
that it exceeds the $25,000 limitation for any Beneficial Owner, shall not be
included in the computation of the two percent limitation for such period or any
succeeding period.
Subject to the $25,000 and the two percent limitations, the Company will upon
the death of any Beneficial Owner redeem the interest of the Beneficial Owner in
the Medium-Term Notes within 60 days following receipt by the Trustee of a
validly completed Redemption Request (as defined below), including all
supporting documentation, from such Beneficial Owner's personal representative,
or surviving joint tenant(s), tenant(s) by the entirety or tenant(s) in common,
or other persons entitled to effect such a Redemption Request (each, a
"Representative"). If a Redemption Request on behalf of a deceased Beneficial
Owner exceeds the $25,000 per prepayment period limitation, or if Redemption
Requests in the aggregate exceed the two percent per prepayment period
limitation, then such excess Redemption Request(s) (subject in the case of the
$25,000 limitation to the provisions of the last sentence of the preceding
paragraph) will be applied to successive periods in the order of receipt for
prepayment, regardless of the number of periods required to redeem such interest
unless sooner withdrawn as described below.
A request for redemption of an interest in the Medium-Term Notes may be made by
delivering a request to the Participant through whom the Beneficial Owner owns
such interest, in form satisfactory to the Participant, together with evidence
of death of the Beneficial Owner and authority of the Representative
satisfactory to the Participant and the Trustee. A Representative of a deceased
Beneficial Owner may make the request for redemption and shall submit such other
evidence of the right to such redemption as the Participant or Trustee shall
require. The request shall specify the principal amount of the Medium-Term Notes
to be redeemed. A request for redemption in form satisfactory to the Participant
and accompanied by the documents relevant to the request as described above,
together with a certification by the Participant that it holds the interest on
behalf of the deceased Beneficial Owner with respect to whom the request for
redemption is being made (the "Redemption Request"), shall be provided to the
Depository by a Participant and the Depository will forward the request to the
Trustee. Redemption Requests, including all supporting documentation, shall be
in form satisfactory to the Trustee and no request for redemption shall be
considered validly made until the Redemption Request and all supporting
documentation, in form satisfactory to the Trustee, shall have been received by
the Trustee.
The price to be paid by the Company for an interest in the Medium-Term Notes to
be redeemed pursuant to a Redemption Request from a deceased Beneficial Owner's
Representative is one hundred percent (100%) of the principal amount thereof
plus accrued but unpaid interest on the principal amount redeemed to the date of
payment to the Depository of the redemption price of such interest in the
Medium-Term Notes. Subject to arrangements with the Depository, payment of the
redemption price for an interest in the Medium-Term Notes which is to be
redeemed shall be made to the Depository within 60 days following receipt by the
Trustee of the Redemption Request, including all supporting documentation, and
the Medium-Term Notes to be redeemed in the aggregate principal amount specified
in the Redemption Request submitted to the Trustee by the
<PAGE>
Depository which is to be fulfilled in connection with such payment. An
acquisition of Medium- Term Notes by the Company or its subsidiaries other than
by redemption at the option of any Representative of a deceased Beneficial Owner
shall not be included in the computation of either the $25,000 or two percent
limitations for any period.
Interests in the Medium-Term Notes held by tenants by the entirety, joint
tenants or tenants in common will be deemed to be held by a single Beneficial
Owner and the death of a tenant in common, tenant by the entirety or joint
tenant will be deemed the death of a Beneficial Owner. The death of a person
who, during such person's lifetime, was entitled to substantially all of the
rights of a Beneficial Owner will be deemed the death of the Beneficial Owner,
regardless of the recordation of such interest on the records of the
Participant, if such rights can be established to the satisfaction of the
Participant and the Trustee. Such interests shall be deemed to exist in typical
cases of nominee ownership, ownership under the Uniform Gifts to Minors Act or
the Uniform Transfers to Minors Act, community property or other joint ownership
arrangements between a husband and wife (including individual retirement
accounts or Keogh plans maintained solely by or for the decedent or by or for
the decedent and any spouse), and trust and certain other arrangements where one
person has substantially all of the rights of a Beneficial Owner during such
person's lifetime.
Any Redemption Request may be withdrawn upon delivery of a written request for
such withdrawal given to the Trustee by the Depository prior to payment to the
Depository of the redemption price of the interest in the Medium-Term Notes.
The Indenture contains provisions for defeasance at any time of the indebtedness
on this Security or of certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security.
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security. No reference herein to the Indenture or to Supplemental
Indenture No. 5 and no provision of this
<PAGE>
Security or of the Indenture or of Supplemental Indenture No. 5 shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of, and interest on, this Security at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations as set forth
therein and in Supplemental Indenture No. 5, the transfer of this Security is
registrable on the Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and interest on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company, the
Trustee and the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Security is registered as the owner hereof for all
purposes, whether or not the Security be overdue, and neither the Company, the
Trustee nor any such agent of the Company or the Trustee shall be affected by
notice to the contrary.
THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.
All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
<PAGE>
SCHEDULE OF REDEMPTIONS
The following redemptions of interests in this Global Note have been made:
Amount of Decrease Principal Amount of the Signature of
Date of in Principal Amount Global Note Authorized Officer
Redemption of this Global Note Following Such Decrease of Trustee
- ---------- ------------------- ----------------------- ------------------
<PAGE>
Exhibit 5(d)
S u t h e r l a n d, A s b i l l & B r e n n a n, L. L. P.
ATLANTA O AUSTIN O NEW YORK o WASHINGTON
999 PEACHTREE STREET, N.E. TEL: (404) 853-8000
ATLANTA, GEORGIA 30309-3996 FAX: (404) 853-8806
December 6, 1996
Edward D. Jones & Co., L.P.
12555 Manchester Road
St. Louis, Missouri 63131-3729
Re: Protective Life Corporation--7.00% Medium-Term Notes Due December 15, 2011
Ladies and Gentlemen:
We have acted as special counsel to Protective Life Corporation, a
Delaware corporation (the "Company"), in connection with (i) the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), of a Prospectus Supplement, dated November 15,
1996, as supplemented by Pricing Supplement No. 4, dated December 2, 1996, each
in the form filed pursuant to Rule 424(b) of the General Rules and Regulations
under the Act (the "Prospectus Supplement" and "Pricing Supplement,"
respectively), relating to the Company's 7.00% Medium-Term Notes due December
15, 2011 (the "Notes") in an aggregate principal amount of $12,500,000, to be
sold to you today, (ii) the preparation, execution and delivery of Supplemental
Indenture No. 5, dated as of December 1, 1996, from the Company to The Bank of
New York, as trustee (the "Trustee"), to the Senior Indenture, dated as of June
1, 1994, from the Company to the Trustee (as so supplemented, the "Indenture"),
and (iii) the preparation, execution and delivery of the Distribution Agreement,
dated July 31, 1996 (the "Distribution Agreement") and the Terms Agreement,
dated December 2, 1996, between you and the Company (the "Terms Agreement").
Capitalized terms used in this opinion letter and not defined herein have the
respective meanings assigned to those terms in the Distribution Agreement.
In our capacity described above, we have reviewed such documents,
records, agreements and certificates, and we have considered such matters of law
and of fact, as we deemed appropriate. We have relied upon certificates or
statements or both of various governmental officials, and, as to factual matters
material to the opinions expressed herein, certificates of officers of the
Company and of the Trustee and upon the representations and warranties made by
the Company in the Distribution Agreement.
<PAGE>
In our examination, we have assumed the genuineness of signatures on
original documents and the conformity to the originals of all copies submitted
to us as certified, conformed or photographic copies, and the legal competence
of natural persons. As to certificates or statements or both of public
officials, we have assumed that they have been properly given and are accurate.
Based upon the foregoing and subject to the qualifications, assumptions
and limitations set forth herein, we are of the following opinions:
1. The Notes have been duly authorized, executed, issued, authenticated
and delivered by the Company and constitute valid and binding obligations of the
Company entitled to the benefits provided by the Indenture, enforceable against
the Company in accordance with their terms. The Notes conform in all material
respects to the description thereof contained in the Prospectus, dated October
12, 1994, included in the Registration Statement (the "Prospectus"), as
supplemented by the Prospectus Supplement and the Pricing Supplement.
2. The Indenture has been duly authorized, executed and delivered by
the Company and, assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and binding instrument, enforceable against the
Company in accordance with its terms. The Indenture has been duly qualified
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and conforms in all material respects to the description thereof contained in
the Prospectus, as supplemented by the Prospectus Supplement and the Pricing
Supplement.
3. The Distribution Agreement and the Terms Agreement have been duly
authorized, executed and delivered by the Company.
4. The Registration Statement and the Prospectus, as supplemented by
the Prospectus Supplement and the Pricing Supplement, (other than the financial
statements and related notes, the financial statement schedules and other
financial and statistical data included therein, as to which we express no
opinion) comply as to form in all material respects with the requirements of the
Act and the Trust Indenture Act and the rules and regulations thereunder.
5. The statements contained in the Prospectus under the caption
"Description of Debt Securities of Protective Life," as amended or supplemented
by the statements contained in the Prospectus Supplement under the caption
"Description of the Notes" and by the statements contained in the Pricing
Supplement, insofar as such statements constitute summaries of certain
provisions of the documents referred to therein, fairly summarize the material
provisions of such documents.
6. The statements contained in the Prospectus Supplement under the
caption "Certain United States Income Tax Considerations," insofar as such
statements constitute summaries of certain provisions of United States tax laws
referred to therein, fairly summarize the material provisions of such United
States tax laws.
While we have not checked the accuracy or completeness of or otherwise
verified, and are not passing upon, and assume no responsibility for, the
accuracy or completeness of, the statements contained in the Registration
Statement, the Prospectus, the Prospectus Supplement or the Pricing Supplement,
except to the limited extent stated in paragraphs 1, 2, 5 and 6 above, in the
course of our review and discussion of the contents of the Registration
Statement, the Prospectus, the Prospectus Supplement and the Pricing Supplement
with certain officers and employees of the
<PAGE>
Company and its independent accountants, but without independent check or
verification, no facts have come to our attention that have caused us to believe
that the Registration Statement, the Prospectus, the Prospectus Supplement or
the Pricing Supplement, as of the date of the Terms Agreement and the date
hereof (other than the financial statements and related notes, the financial
statement schedules and other financial and statistical data included therein,
and except for the Statement of Eligibility of the Trustee on Form T-1 under the
Trust Indenture Act, as to each of which we express no opinion), contained or
contains an untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
The foregoing opinions are subject to the following qualifications,
assumptions and limitations:
a. Our opinions expressed above are limited to the laws of the
State of New York, the General Corporation Law of the State of
Delaware and the Federal laws of the United States. No opinion
is expressed as to any other laws, nor to any ordinances,
regulations or rules of any county, city or other political
subdivision of the State of Delaware or the State of New York.
b. Any opinion as to enforceability is limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect related to creditors' rights
(including, without limitation, fraudulent conveyance and other
laws of similar import) and by equitable principles and defenses
affecting creditors' rights generally, and by the discretion of the
courts in granting equitable remedies, including specific
performance (regardless of whether such enforceability is
considered in a proceeding at law or in equity and regardless of
whether such limitations are derived from constitutions, statutes,
judicial decisions or otherwise).
This opinion letter is provided to you for your exclusive use solely in
connection with the consummation by the Company of the transactions contemplated
in the Distribution Agreement and the Terms Agreement, and may be relied upon by
you only in connection therewith, may not be relied upon by you for any other
purpose or by anyone else for any purpose, and may not be quoted, published or
otherwise disseminated without our prior written consent; provided, however,
that (i) we hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement with respect to the opinions expressed in paragraphs
1 and 6 above, and to the reference to our firm under the caption "Legal
Opinions" in the Prospectus Supplement, and (ii) the Trustee may rely, solely in
connection with the consummation of the transactions contemplated in the
Distribution Agreement and the Terms Agreement, on our opinions contained in the
first sentence of paragraph 1 above and in the first sentence of paragraph 2
above, subject to the qualifications, assumptions and limitations set forth
above in this opinion letter and upon the additional assumption that the Notes
have been duly authenticated by the Trustee.
Very truly yours,
/s/ Sutherland, Asbill & Brennan, L.L.P.
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