<PAGE>
FILED PURSUANT TO RULE 424(B)(5)
REGISTRATION NOS. 333-03435, 33-55063 AND 33-52831
PRICING SUPPLEMENT NO. 2
DATED SEPTEMBER 16, 1996
TO PROSPECTUS DATED OCTOBER 12, 1994 AND
PROSPECTUS SUPPLEMENT DATED JULY 24, 1996
PROTECTIVE LIFE CORPORATION
MEDIUM-TERM NOTES
DUE 15 YEARS OR MORE FROM DATE OF ISSUE
Designation: 7.45% Medium-Term Notes due October 1, 2011
<TABLE>
<S> <C>
Principal Amount: $10,000,000
Price to Public: At varying prices related to prevailing market
prices at the time of resale
Original Issue Date (Settlement Date): September 20, 1996
Stated Maturity Date: October 1, 2011
Interest Rate: 7.45%
Net Proceeds to Company: $9,675,000
Agent: Edward D. Jones & Co.
Agent's Capacity: / / As agent /X/ As principal
Agent's Underwriting Discount: $325,000
Interest Payment Dates: April 1 and October 1 of each year commencing
April 1, 1997
Record Dates: March 15 and September 15 of each year
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.
Form: Book Entry
Specified Currency: United States Dollars
Sinking Fund: None
Redemption at Company Option: (See below)
Redemption at Option of Holder: As described in Prospectus Supplement, with
initial redemption date of September 20, 1998
</TABLE>
Redemption at the Option of the Company:
The Notes are redeemable at the option of the Company, in whole or in part,
at any time on or after October 1, 2001 at a redemption price equal to 100% of
the aggregate principal amount of the Notes to be redeemed, together with
accrued but unpaid interest, if any, to the date of redemption on the principal
amount to be redeemed, upon notice given not more than 60 nor less than 30 days
prior to the date of redemption and in accordance with the provisions of the
Indenture. So long as the Notes are in the form of Global Notes, redemption
notices will be sent to Cede & Co. The Depository has advised the Company that,
if less than all of the Notes are to be redeemed, the Depository's practice is
to determine by lot the amount of the interest of each Direct Participant in the
Notes to be redeemed.
Unless the Company defaults in making the redemption payment, on the
redemption date interest will cease to accrue on the Notes or the portions of
the Notes called for redemption.
------------------------
EDWARD D. JONES & CO.
