<PAGE>
As filed with the Securities and Exchange Commission on September 1, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PROTECTIVE LIFE CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware 95-2492236
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2801 Highway 280 South, Birmingham, Alabama 35223
(205) 879-9230
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)
c/o DEBORAH J. LONG, ESQ.
Senior Vice President, Secretary and General Counsel
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
(205) 879-9230
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement in
accordance with the terms of the Protective Producer Deferred Compensation Plan.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
|-|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Security Amount to Offering Price Aggregate Offering Registration
to be Registered be Registered(2) Per Unit (3) Price(3) Fee
<S> <C> <C> <C> <C>
Protective Life 85,000 $32.90625 $2,797,031.25 $778
Corporation
Common Stock
(par value $.50 per share)(1)
</TABLE>
(1) To be issued in accordance with the terms of the Protective Producer
Deferred Compensation Plan. Includes rights to purchase Series A Junior
Participating Cumulative Preferred Stock of Protective Life Corporation.
Prior to the occurrence of certain events, the rights will not be
exercisable or evidenced separately from the Protective Life Corporation
common stock . Also includes the payment of cash in lieu of the
distribution of common stock.
(2) Estimated maximum number of shares of common stock of Protective Life
Corporation issuable during the next five years of operation of the
Plan.
(3) The price stated above is estimated solely for the purpose of
determining the registration fee and is calculated in accordance with
Rule 457(c) under the Securities Act of 1933 based upon the average of
the high and low market prices per share of the stock as reported by the
New York Stock Exchange on August 26, 1999.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS
[GRAPHIC OMITTED]
Protective Life Corporation
Securities Offered Under the
Protective Producer Deferred Compensation Plan
Protective Life Corporation may offer up to 85,000 shares of common
stock from time to time in accordance with the terms of the Protective Producer
Deferred Compensation Plan. The prospectus contains general information about
these securities and the terms of participation in the plan. The full text of
the plan is attached as Appendix A.
You should read this prospectus and the plan document carefully before
you invest.
Investing in these securities involves risks. Consider carefully the
risk factors beginning on page 4 of this prospectus.
Protective's common stock is listed on the New York Stock Exchange under
the trading symbol "PL".
Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
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The date of this prospectus is , 1999
<PAGE>
WHAT YOU SHOULD KNOW ABOUT THE PROSPECTUS
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus is accurate as
of the date of the prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.
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TABLE OF CONTENTS
Prospectus
<TABLE>
<S> <C>
Where You Can Find More Information........................................................................................... 2
Incorporation of Information We File With the SEC............................................................................. 2
Forward-Looking Statements.................................................................................................... 3
Risk Factors.................................................................................................................. 4
Protective Life Corporation................................................................................................... 7
The Plan...................................................................................................................... 7
Description of Capital Stock of Protective....................................................................................10
Description of Common Stock of Protective.....................................................................................11
Plan of Distribution..........................................................................................................18
Legal Matters.................................................................................................................18
Independent Accountants.......................................................................................................18
Protective Producer Deferred Compensation Plan................................................................................A-1
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
Protective files reports, proxy statements and other information with
the Securities and Exchange Commission. Our SEC filings are available over the
Internet at the SEC's website at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, DC, New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
more information on the public reference rooms and their copy charges. You may
also inspect our SEC reports and other information at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
Protective has filed a registration statement on Form S-3 with the SEC
covering these securities. For more information on Protective and the
securities, you should refer to our registration statement which includes this
prospectus and its exhibits. This prospectus summarizes material provisions of
the plan and other documents that we refer you to. Because the prospectus may
not contain all the information that you may find important, you should review
the full text of these documents. We have included or incorporated by reference
copies of these documents as exhibits to our registration statement.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows Protective to "incorporate by reference" the information
we file with them, which means:
o incorporated documents are considered part of the prospectus;
o we can disclose important information to you by referring you
to these documents; and
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<PAGE>
o information that we file with the SEC will automatically
update and supersede the prospectus and any previously
incorporated information.
We incorporate by reference the documents or portions of documents
listed below which were filed with the SEC under the Securities Exchange Act of
1934 (the "Exchange Act"):
o quarterly report on Form 10-Q for the quarter ended
June 30, 1999;
o quarterly report on Form 10-Q for the quarter ended
March 31, 1999;
o annual report on Form 10-K for the fiscal year ended
December 31, 1998;
o amended annual report on Form 10-K/A for the fiscal year
ended December 31, 1998;
o current reports on Form 8-K dated February 16, 1999,
April 23, 1999 and July 27, 1999;
o description of Protective's common stock contained in its
Registration Statement on Form 10 on September 4, 1981 as
amended by an amendment filed on Form 8 on October 27, 1981;
and
o description of Protective's Rights to Purchase Series A Junior
Participating Cumulative Preferred Stock contained in its Form
8-A filed on August 7, 1995.
We also incorporate by reference each of the following documents or
portions of documents that we will file with the SEC after the date of the
prospectus until the offering is completed or after the date of the initial
registration statement and prior to the effectiveness of the registration
statement:
o reports filed under Sections 13(a) and (c) of the Exchange
Act;
o definitive proxy or information statements filed under
Section 14 of the Exchange Act in connection with
any subsequent share owners' meeting; and
o reports filed under Section 15(d) of the Exchange Act.
You may also request a copy of any filings referred to above, excluding
exhibits, at no cost by contacting us at: Stockholder Relations, Protective Life
Corporation, P.O. Box 2606, Birmingham, Alabama 35202; telephone: (205) 868-
3573; facsimile (205) 868-3541.
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated in it by reference
include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
that reflect Protective's current view with respect to future events and
financial performance. These forward-looking statements are subject to certain
risks and uncertainties, including those identified in "Risk Factors," as well
as those noted in the documents incorporated by reference which could cause
actual results to differ materially from historical results or those
anticipated. Forward-looking statements can be identified by use of words such
as "expect," "estimate," "project," "budget," "forecast," "anticipated," "plan,"
and similar expressions. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. Protective
undertakes no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events, or changes
to projections over time.
In this prospectus, "we", "us", "our" and "Protective" refer to
Protective Life Corporation and "Protective Life" refers to Protective Life
Insurance Company, a wholly-owned subsidiary of Protective Life Corporation.
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<PAGE>
RISK FACTORS
Investing in securities offered by this prospectus involves certain
risks. Any of the following risks could materially adversely affect our business
operating results and financial condition and could result in a loss of your
investment.
We operate in a mature, highly competitive industry, which could limit our
ability to gain or maintain our position in the industry.
Life and health insurance is a mature industry. In recent years, the
industry has experienced virtually no growth in life insurance sales, though the
aging population has increased the demand for retirement savings products.
Insurance is a highly competitive industry and Protective encounters significant
competition in all lines of business from other insurance companies, many of
which have greater financial resources than Protective, as well as competition
from other providers of financial services.
The life and health insurance industry is consolidating, with larger,
more efficient organizations emerging from consolidation. Also, mutual insurance
companies are converting to stock ownership which will give them greater access
to capital markets. Additionally, the United States Congress is considering
legislation that would permit commercial banks, insurance companies and
investment banks to combine.
Protective's ability to compete is dependent upon, among other things,
its ability to attract and retain distribution channels to market its insurance
and investment products, its ability to develop competitive and profitable
products, its ability to maintain low unit costs, and its maintenance of strong
financial strength ratings from rating agencies.
Protective competes against other insurance companies and financial
institutions in the origination of commercial mortgage loans.
A ratings downgrade could adversely affect our ability to compete.
Ratings are an important factor in Protective's competitive position.
Rating organizations periodically review the financial performance and condition
of insurers, including Protective's insurance subsidiaries. A downgrade in the
ratings of Protective's life insurance subsidiaries could adversely affect its
ability to sell its products and its ability to compete for attractive
acquisition opportunities.
Rating organizations assign ratings based upon several factors. While
most of the considered factors relate to the rated company, some of the factors
relate to general economic conditions and circumstances outside the rated
company's control.
For the past several years rating downgrades in the industry have exceeded
upgrades.
Our policy claims fluctuate from year to year.
Protective's results may fluctuate from year to year on account of
fluctuations in policy claims received by Protective.
We could be forced to sell illiquid investments at a loss to cover policyholder
withdrawals.
Many of the products offered by Protective's insurance subsidiaries
allow policyholders and contract holders to withdraw their funds under defined
circumstances. Protective's insurance subsidiaries design products and configure
investment portfolios to provide and maintain sufficient liquidity to support
anticipated withdrawal demands and contract benefits and maturities. Formal
asset/liability management programs and procedures are used to monitor the
relative duration of Protective's assets and liabilities. While Protective's
insurance subsidiaries own a significant amount of liquid assets, many of their
assets are relatively illiquid. Significant unanticipated withdrawal or
surrender activity could, under some circumstances, compel Protective's
insurance subsidiaries to dispose of illiquid assets on unfavorable terms, which
could have a material adverse effect on Protective. Interest-rate fluctuations
could negatively affect our spread income.
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Significant changes in interest rates expose insurance companies to the
risk of not earning anticipated spreads between the interest rate earned on
investments and the credited rates paid on outstanding policies. Both rising and
declining interest rates can negatively affect Protective's spread income. For
example, certain of Protective's insurance and investment products guarantee a
minimum credited interest rate. While Protective develops and maintains
asset/liability management programs and procedures designed to preserve spread
income in rising or falling interest rate environments, no assurance can be
given that significant changes in interest rates will not materially affect such
spreads.
Lower interest rates may result in lower sales of Protective's
insurance and investment products.
Our insurance subsidiaries are highly regulated.
Protective's insurance subsidiaries are subject to government
regulation in each of the states in which they conduct business. Such regulation
is vested in state agencies having broad administrative power dealing with many
aspects of the insurance business, which may include premium rates, marketing
practices, advertising, policy forms, and capital adequacy, and is concerned
primarily with the protection of policyholders rather than share owners.
Protective cannot predict the form of any future regulatory initiatives.
A tax law change could adversely affect our ability to compete with
non-insurance products.
Under the Internal Revenue Code of 1986, as amended, income tax payable
by policyholders on investment earnings is deferred during the accumulation
period of certain life insurance and annuity products. This favorable tax
treatment may give certain of Protective's products a competitive advantage over
other non-insurance products. To the extent that the internal revenue code is
revised to reduce the tax-deferred status of life insurance and annuity
products, or to increase the tax-deferred status of competing products, all life
insurance companies, including Protective's subsidiaries, would be adversely
affected with respect to their ability to sell such products, and, depending on
grandfathering provisions, the surrenders of existing annuity contracts and life
insurance policies. In addition, life insurance products are often used to fund
estate tax obligations. If the estate tax is eliminated, the demand for certain
life insurance products would be adversely affected. Protective cannot predict
what future tax initiatives may be proposed which may affect Protective.
Industrywide litigation concerning sales practices, agent misconduct, failure to
supervise agents, and other matters could result in substantial judgments
against us.
A number of civil jury verdicts have been returned against insurers in
the jurisdictions in which Protective does business involving the insurers'
sales practices, alleged agent misconduct, failure to properly supervise agents,
and other matters. Increasingly these lawsuits have resulted in the award of
substantial judgments against the insurer that are disproportionate to the
actual damages, including material amounts of punitive damages. In some states,
including Alabama, juries have substantial discretion in awarding punitive
damages which creates the potential for unpredictable material adverse judgments
in any given punitive damages suit. Protective and its subsidiaries, like other
insurers, in the ordinary course of business, are involved in such litigation or
alternatively in arbitration. The outcome of any such litigation or arbitration
cannot be predicted with certainty. In addition, in some class action and other
lawsuits involving insurers' sales practices, insurers have made material
settlement payments.
Our investments are subject to risks.
Protective's invested assets are subject to customary risks of defaults
and changes in market values. The value of Protective's commercial mortgage
portfolio depends in part on the financial condition of the tenants occupying
the properties which Protective has financed. Factors that may affect the
overall default rate on, and market value of, Protective's invested assets
include interest rate levels, financial market performance, and general economic
conditions, as well as particular circumstances affecting the businesses of
individual borrowers and tenants.
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Our acquisition strategy involves risks.
Protective has actively pursued a strategy of acquiring blocks of
insurance policies. This acquisition strategy has increased Protective's
earnings in part by allowing Protective to position itself to realize certain
operating efficiencies associated with economies of scale. There can be no
assurance, however, that suitable acquisitions, presenting opportunities for
continued growth and operating efficiencies, will continue to be available to
Protective, or that Protective will realize the anticipated financial results
from its acquisitions.
We are dependent on the performance of others.
Protective's results may be affected by the performance of others
because Protective has entered into various ventures involving other parties.
Examples include, but are not limited to: many of Protective's products are sold
through independent distribution channels; the Investment Products Division's
variable annuity deposits are invested in funds managed by unaffiliated
investment managers; and a portion of the sales in the Individual Life, West
Coast, Dental, and Financial Institutions Divisions comes from arrangements with
unrelated marketing organizations.
Year 2000 computer compliance issues may adversely affect us.
Computer hardware and software often denote the year using two digits
rather than four; for example, the year 1999 often is denoted by such hardware
and software as "99." It is probable that such hardware and software will
malfunction when calculations involving the year 2000 are attempted because the
hardware and/or software will interpret "00" as representing the year 1900
rather that the year 2000. This "Year 2000" issue potentially affects all
individuals and companies (including Protective, its customers, business
partners, suppliers, banks, custodians and administrators). The problem is most
prevalent in older mainframe systems, but personal computers and equipment
containing computer chips could also be affected.
Due to the fact that Protective does not control all of the factors
that could impact its Year 2000 readiness, there can be no assurances that
Protective's Year 2000 efforts will be successful, that interactions with other
service providers with Year 2000 issues will not impair Protective's operations,
or that the Year 2000 issue will not otherwise adversely affect Protective.
Should some of Protective's systems not be available due to Year 2000
problems, in a reasonably likely worst case scenario, Protective may experience
significant delays in its ability to perform certain functions, but does not
expect an inability to perform critical functions or to otherwise conduct
business. However, other worst case scenarios, depending upon their duration,
could have a material adverse effect on Protective and its operations.
Our reinsurance program involves risks.
Protective's insurance subsidiaries cede insurance to other insurance
companies. However, Protective remains liable with respect to ceded insurance
should any reinsurer fail to meet the obligations assumed by it. The cost of
reinsurance is, in some cases, reflected in the premium rates charged by
Protective. Under certain reinsurance agreements, the reinsurer may increase the
rate it charges Protective for the reinsurance, though Protective does not
anticipate increases to occur. Therefore, if the cost of reinsurance were to
increase with respect to policies where the rates have been guaranteed by
Protective, Protective could be adversely affected.
Additionally, Protective assumes policies of other insurers. Any
regulatory or other adverse development affecting the ceding insurer could also
have an adverse effect on Protective.
The plan is unfunded and participants are unsecured creditors of Protective
Life.
The plan is an unfunded plan. Accounts established for a participant
electing to defer compensation under the plan are not considered trusts. If
Protective or Protective Life Insurance Company establishes a grantor trust or
purchases
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securities to assist in meeting obligations under the plan, participants will
have no interest in the trust or other property. Participants' interests under
the plan or in such property are as unsecured general creditors of Protective
Life, as plan sponsor.
PROTECTIVE LIFE CORPORATION
Protective is a Delaware corporation incorporated in 1981. We are a
holding company, whose subsidiaries provide financial services through the
production, distribution, and administration of insurance and investment
products. The plan sponsor, Protective Life Insurance Company, founded in 1907,
is our principal operating subsidiary. Our principal executive offices are
located at 2801 Highway 280 South, Birmingham, Alabama 35223, and its telephone
number is (205) 879-9230.
THE PLAN
The following is intended to be only a summary of the plan and is
qualified in its entirety by reference to the more detailed information provided
in the plan document, attached as Appendix A.
General
The Protective Producer Deferred Compensation Plan is a non-funded
plan, sponsored by Protective Life, a wholly-owned subsidiary of Protective.
Each full-time independent producer who has an Independent Producer Agreement
with Protective Life is eligible to participate in the plan. Employees of
Protective, Protective Life and their affiliates are not eligible to
participate. The plan is administered by a Committee appointed by the Executive
Vice President responsible for the Individual Life Division of Protective Life.
In order to participate in the plan during a plan year, a producer must submit a
deferral election on or prior to the preceding December 31. A new producer may
begin participation in the plan during a plan year, provided that he or she
submits a deferral election within 30 days of the effective date of his or her
Producer Agreement. The Committee, in its sole discretion, may also determine
that independent producers contracted with affiliates of Protective or
Protective Life will be eligible to participate in the plan.
Any eligible producer who elects to participate in the plan may defer
the receipt of all or a portion of his or her eligible compensation.
Eligible compensation includes all commissions, overrides and bonuses due from
the sale of one of the products specified by Protective Life, or, if
applicable, an affiliate of Protective Life. The list of specified products,as
amended from time to time, will be provided to all participants. The Committee
may from time to time establish a minimum dollar amount or a minimum
percentage of compensation that may be deferred by a participant. If the
aggregate amount deferred in any year is less than that minimum, the participant
will not be entitled to defer compensation in the next year. Unless the producer
otherwise specifies in his or her election form, the election to participate and
level of deferral will continue in effect for subsequent years until it is
revoked or modified by the producer. If a participant wishes to revoke a
deferral election or to modify the level of deferral, the change will become
effective with respect to compensation payable in the year following the year in
which the change is requested. No changes in the level of deferral may be made
for the current calendar year.
Deferrals
Protective Life will establish a book entry account ("deferral
account") to record the amounts credited to a participant as a result of a
deferral election.
The Committee will select the mutual funds or other investment vehicles
including Protective common stock (the "phantom funds"), which may be used to
determine the hypothetical investment experience of participants' deferral
accounts. Each participant will from time to time select those phantom funds
that shall determine the investment experience of his or her deferral account.
If a participant fails to make a valid election with respect to any portion of
his or her account, the amount credited will be deemed to be invested in the
phantom fund which the Committee determines to have the least risk of loss of
principal.
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No amount credited to a participant's deferral account will be set
aside or invested in any actual fund on behalf of that participant. However,
either Protective or Protective Life may make investments for its own account to
assist in meeting obligations to participants under the plan.
Matching Contributions
In addition to the deferral account, Protective will establish a
matching account for any participant eligible to receive a matching contribution
under the plan. Contributions to the matching account with respect to plan years
ending on or after December 31, 1998 will be deemed to be invested in Protective
common stock.
Eligibility to receive a matching contribution will generally be
determined based on factors such as the persistency of business,
production and a minimum deferral into the plan. The level of matching
contribution may be based on such factors as production level and the number
of years the participant has had a deferral election under the plan.
The specific criteria for matching contribution for a plan year shall be
determined by the Committee and communicated to participants prior to
December 1 of the year preceding the year in which such criteria apply.
The Committee may amend the criteria for eligibility or level of the matching
contribution at any time, however, no such change may negatively impact a
participant's eligibility or level of matching for the current plan year.
Any matching contribution earned under the plan will be credited to the
participant's matching account as soon as practicable after the end of the
related plan year.
Crediting of Stock Equivalents
A participant's matching account as well as the portion of the
participant's deferral account to which the Protective common stock phantom fund
applies shall be credited with stock equivalents. The number of stock
equivalents credited will be equal to the number of full and fractional shares
of Protective common stock that could be purchased with the dollar amount of the
matching contribution and/or the relevant deferral using the fair market value
of such stock on the day the amounts are credited to the Plan.
In the event that dividends are paid on Protective common stock, a
participant's accounts will be credited with additional stock equivalents as of
the payment date for such dividend.
Vesting of Accounts
Participants are always fully vested in the amount credited to their
deferral account. A participant will become vested (subject to forfeiture as
described below) in the balance of their matching account at a rate of twenty
percent (20%) for each year in which such participant qualifies for a matching
contribution. If a participant dies or becomes disabled (as defined in the
plan), his or her matching account will become fully vested.
Forfeiture
If a participant's producer agreement is terminated other than by
reason of the participant's death or disability, any unvested portion of his or
her matching account will be forfeited.
In the event a participant's producer agreement is terminated for
cause, the producer will forfeit both the vested and unvested amounts credited
to his or her matching account.
Distribution
Amounts credited to a participant's accounts are payable in either cash
or of shares of Protective common stock at the discretion of Protective. Each
participant will file a written election selecting how and when payment for the
amount credited to his accounts will be made. However, a participant may not
receive a distribution until the earlier of:
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(1) his or her 65th birthday, or
(2) the first day in which he or she has attained age 55 and is
fully vested in the matching account.
A participant may elect to receive his or her distribution:
(1) in a lump sum,
(2) in a number of monthly, quarterly or annual installments, not to
exceed a period of 20 years, or (3) in a number of monthly, quarterly
or annual fixed payments, until the balance credited to his or her
accounts is exhausted.
If no distribution election is made, payment will be made in one lump
sum as soon as possible after the participant reaches age 65. Participants may
amend their distribution elections, provided however, that the amendment must
comply with the timing requirements of the plan.
The amount of any cash payments made in respect of the stock
equivalents credited to a participant's accounts under the plan will be
determined based on the fair market value of Protective common stock on the
payment date. If payment is made in shares of common stock, a participant will
be entitled to one share of Protective common stock for each full stock
equivalent credited to his or her account. Payment for fractional stock
equivalents will be made in cash based on the fair market value of Protective
common stock on the payment date.
Hardship Distribution
In the event a participant suffers a hardship as determined by the
rules as established by the Committee, a participant may apply for a
distribution of all or a portion of his or her deferral account and the vested
portion of his or her matching account. A participant may not receive a hardship
distribution from the non-vested portion of his or her matching account. If the
Committee, in its sole discretion, determines that the requirements of the plan
have been met, a distribution may be made not to exceed the amount reasonably
necessary to meet the emergency need. A hardship distribution will automatically
revoke any standing deferral election and the participant will not be eligible
to defer compensation during the remainder of the plan year or the following
year.
Amendment and Termination of Plan
The Committee may, at any time, amend or terminate the plan, however no
such action may impair the rights of a participant with respect to amounts then
credited to his or her accounts under the plan.
Unfunded Plan
Since the plan is unfunded, participants will have no claim against
Protective, Protective Life, or any trust or property purchased by either
company to assist in meeting obligations under the plan. Distributions under the
plan will be made from the general funds of Protective Life and the rights of
participants will be as an unsecured general creditor of Protective Life.
No Rights as a Shareholder
Participants will not have any rights as shareholders of Protective as
a result of participation in the plan unless and until certificates evidencing
Protective common stock are distributed to them.
No Assignment
A participant may not assign his or her right to receive a distribution
under the plan.
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Tax Implications of Plan Distribution
Under present laws, regulations, rulings, and case law, if certain
requirements are met, deferrals under the plan will not be subject to federal
income taxes at the time the deferred amounts are credited to the participant's
account. The plan has been designed to comply with these requirements, although
there can be no guarantee that the Internal Revenue Service will not challenge
the status of deferrals. If these requirements are not deemed to have been met,
a participant may be subject to penalties and may be required to pay interest on
taxes that would otherwise be payable. If any amounts deferred pursuant to the
plan are found to have been includible in the taxable income of a
participant prior to payment of such amounts, such amounts shall be immediately
paid to such participant, notwithstanding his or her elections under the plan.
The participant will be subject to federal income and self employment
taxes on his or her deferred amounts and any earnings or appreciation thereon,
at the time the funds are received (actually or constructively) by the
participant. Other income taxes, state taxes, estate and inheritance taxes may
be applicable depending upon a participant's particular circumstances. A
participant should consult a qualified tax advisor before making any election
permitted by the plan.
Protective Life is not entitled to a tax deduction for any participant
contributions until such participant contributions and appreciation of the
contributions are taxable to the participant.
DESCRIPTION OF CAPITAL STOCK OF PROTECTIVE
Authorized and Outstanding Capital Stock
The authorized capital stock of Protective is 164,000,000 shares,
consisting of:
o 3,600,000 shares of preferred stock, par value $1.00 per
share, of which no shares were outstanding as of
June 30, 1999;
o 400,000 shares of Series A Junior Participating Cumulative
Preferred Stock, par value $1.00 per share (the "Junior
Preferred Stock"), of which no shares were outstanding as of
June 30, 1999; and
o 160,000,000 shares of common stock, par value $.50 per share,
of which 64,502,092 shares, as well as the same number of
rights ("Rights") to purchase shares of Junior Preferred Stock
pursuant to the Rights Agreement, dated August 7, 1995 (the
"Rights Agreement"), between Protective and The Bank of New
York, as successor to AmSouth Bank, as Rights Agent, were
outstanding as of June 30, 1999.
No holders of any class of Protective's capital stock are entitled to
preemptive rights. In general, the classes of authorized capital stock are
afforded preferences with respect to dividends and liquidation rights in the
order listed above. The Board of Directors of Protective may, without approval
of the stockholders, issue preferred stock in one or more series, with the
numbers of shares of each series and the rights, preferences and limitations of
each series to be determined by it. The specific matters that may be determined
by the Board of Directors include the dividend rights, conversion rights,
redemption rights and liquidation preferences, if any, of any wholly unissued
series of preferred stock, or of the entire class of preferred stock if none of
such shares have been issued, the number of shares constituting any such series
and the terms and conditions of the issue thereof. The descriptions set forth
below do not purport to be complete and are qualified in their entirety by
reference to:
o the 1998 Restated Certificate of Incorporation of Protective;
o the 1998 Restated By-laws of Protective; and
o the Rights Agreement.
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Copies of each of these documents are incorporated by reference as exhibits to
the registration statement which includes this prospectus.
DESCRIPTION OF COMMON STOCK OF PROTECTIVE
General
Subject to the rights of the holders of any shares of preferred stock
which may at the time be outstanding, holders of common stock are entitled to
such dividends as the Board of Directors may declare out of legally available
funds. The holders of common stock will possess exclusive voting rights in
Protective, except to the extent the Board of Directors specifies voting power
with respect to any preferred stock issued. Except as hereinafter described,
holders of common stock are entitled to one vote for each share of common stock,
but will not have any right to cumulate votes in the election of directors. In
the event of liquidation, dissolution or winding up of Protective, the holders
of common stock are entitled to receive, after payment of all of Protective's
debts and liabilities and of all sums to which holders of any preferred stock
may be entitled, the distribution of any remaining assets of Protective. Holders
of common stock will not be entitled to preemptive rights with respect to any
shares which may be issued. Any shares of common stock sold hereunder will be
fully paid and nonassessable. The Bank of New York is the registrar and transfer
agent for the common stock. The common stock is listed on the New York Stock
Exchange under the symbol "PL."
Potential Anti-takeover Effect of Protective's Restated Certificate of
Incorporation
The provisions of Protective's certificate of incorporation that are
summarized below may have an anti-takeover effect and may delay, defer or
prevent a tender offer or takeover attempt that a stockholder might consider to
be in such stockholder's best interests, including those attempts that might
result in a premium over the market price for the shares held by stockholders.
Issuance of Preferred Stock. Pursuant to the certificate of incorporation, the
Board of Directors by resolution may establish one or more series of preferred
stock having such number of shares, designation, relative voting rights,
dividend rights, dividend rates, liquidation and other rights, preferences and
limitations as may be fixed by the Board of Directors without any further
stockholder approval. Such rights, preferences, privileges and limitations as
may be established could have the effect of impeding or discouraging the
acquisition of control of Protective.
Business Combinations. Protective's certificate of incorporation contains a
"fair price" provision which generally requires that certain "business
combinations" with a "related person" (generally the beneficial owner of at
least 20 percent of Protective's voting stock) be approved by the holders of at
least 80 percent of Protective's voting stock and the holders of at least 67
percent of the voting stock held by stockholders other than such related person,
unless:
(1) at least a majority of the "continuing directors" of Protective
o has expressly approved in advance the acquisition of
Protective's voting stock that caused the related person
involved in the business combination to become a related
person; or
o has approved the business combination; or
(2) the business combination is either a "reorganization" or a business
combination in which Protective is the surviving corporation and, in either
event, the cash or fair market value of the property, securities or other
consideration to be received per share as a result of the business combination
by holders of the common stock of Protective other than the related person is
not less than the highest per share price, with appropriate adjustments for
recapitalizations and for stock splits, stock
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dividends and like distributions,
paid by such related person in acquiring any holdings of Protective's common
stock either in or subsequent to the transaction or series of transactions by
reason of which the related person became a related person.
Protective's certificate of incorporation contains the following
definitions:
"Business combination" means:
o any reorganization of Protective or a subsidiary of
Protective with or into a related person;
o any sale, lease, exchange, transfer or other disposition,
including without limitation a pledge, mortgage or any other
security device, of all or any "substantial part" of the
assets either of Protective or of a subsidiary of Protective,
or both, to a related person;
o any reorganization of a related person with or into Protective
or a subsidiary of Protective;
o any sale, lease, exchange, transfer or other disposition of
all or any substantial part of the assets of a related
person to Protective or a subsidiary of Protective;
o the issuance of any securities of Protective or any subsidiary
of Protective to a related person except if such issuance were
a stock split, stock dividend or other distribution pro rata
to all holders of the same class of voting stock;
o any reclassification of Protective's securities, including any
reverse stock split, or any other recapitalization that would
have the effect of increasing the voting power of a related
person; and
o any agreement, contract, plan or other arrangement providing
for any of the transactions described in the
definition of business combination.
For purposes of Protective's certificate of incorporation, "continuing
director" means a director who was a member of the Board of Directors of
Protective immediately prior to the time such related person became a related
person.
"Substantial part" means more than 20 percent of the fair market value
of the total assets of the corporation in question, as determined in good faith
by a majority of the continuing directors as of the end of its most recent
fiscal year ending prior to the time the determination is being made.
"Reorganization" is defined to mean a merger, consolidation, plan of
exchange, sale of all or substantially all of the assets (including, in the case
of a subsidiary of Protective, bulk reinsurance or cession of substantially all
of its policies and contracts) or other form of corporate reorganization
pursuant to which shares of voting stock, or other securities of the subject
corporation, are to be converted or exchanged into cash or other property,
securities or other consideration.
Under the certificate of incorporation, the amendment of, repeal of or
adoption of any provision inconsistent with provisions of the certificate of
incorporation relating to business combinations with a related person requires
the affirmative vote of the holders of at least 80 percent of Protective's
voting stock and the holders of at least 67 percent of Protective's voting stock
held by holders other than such related person.
Share Purchase Rights Plan
On August 7, 1995, the Board of Directors of Protective declared a
dividend distribution of one Right for each outstanding share of common stock.
The distribution was payable on August 18, 1995 to the shareholders of record on
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that date. Each Right currently entitles the registered holder to purchase from
Protective one two-hundredth of a share of Junior Preferred Stock at a purchase
price of $55 per one two-hundredth of a share of Junior Preferred Stock, subject
to adjustment.
The Rights will be evidenced, with respect to any of the common stock
certificates outstanding as of August 18, 1995, by such common stock certificate
with a copy of a "Summary of Rights" attached thereto until the earlier to occur
of:
o ten days following the time of a public announcement or notice
to Protective that a person or group of affiliated or
associated persons (an "acquiring person") acquired, or
obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding Common Stock of Protective (the "stock
acquisition time"); or
o ten days following the commencement or announcement of an
intention to make a tender offer or exchange offer which, if
successful, would cause the bidder to own 15% or more of the
outstanding common stock.
The earlier of these dates is referred to as the "distribution date".
The Rights Agreement provides that, until the distribution date, the
Rights will be transferred with and only with the common stock. Until the
distribution date, or earlier redemption or expiration of the Rights, new common
stock certificates issued after August 18, 1995, upon transfer or new issuance
of the common stock, will contain a notation incorporating the Rights Agreement
by reference. Until the distribution date, or earlier redemption or expiration
of the Rights, the surrender for transfer of any of the common stock
certificates outstanding as of August 18, 1995, even without a copy of a
"Summary of Rights" attached thereto, will also constitute the transfer of the
Rights associated with the common shares represented by such certificate. As
soon as practicable following the distribution date, separate certificates
evidencing the Rights will be mailed to holders of record of the common stock as
of the close of business on the distribution date and such separate right
certificates alone will evidence the Rights.
The Rights are not exercisable until the distribution date. The Rights
will expire on August 18, 2005, unless earlier redeemed by Protective as
described below or extended.
To prevent dilution, the purchase price payable and the number of
shares of Junior Preferred Stock or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time in connection
with the following events:
o in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Junior Preferred
Stock;
o upon the fixing of a record date for the issuance to holders
of Junior Preferred Stock of certain rights, options or
warrants to subscribe for or purchase Junior Preferred Stock
or convertible securities at less than the current market
price of Junior Preferred Stock; or
o upon the fixing of a record date for the making of a
distribution to holders of Junior Preferred Stock of evidences
of indebtedness or assets, excluding regular periodic cash
dividends not exceeding 125% of the last regular periodic cash
dividend or dividends payable in Junior Preferred Stock, or of
subscription rights or warrants, other than those referred to
above.
The number of Rights and number of shares of Junior Preferred Stock issuable
upon the exercise of each Right are also subject to adjustment in the event of a
stock split, combination or stock dividend on the common stock prior to the
distribution date.
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With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of common stock will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market value of
the common stock on the last trading date prior to the date of exercise.
In the event that after the stock acquisition time, Protective is
acquired in a merger or other business combination transaction or 50% or more of
its assets, cash flow or earning power are sold or otherwise transferred, the
Rights Agreement provides that proper provision shall be made so that each
holder of a Right, other than the acquiring person, upon the exercise thereof at
the then-current exercise price of the Right, shall thereafter be entitled to
receive that number of shares of common stock of the acquiring company which at
the time of such transaction would have a market value of two times the exercise
price of the Right. In the event that Protective were the surviving corporation
in a merger and its common stock was changed or exchanged, proper provision
shall be made so that each holder of a Right, other than the acquiring person,
will thereafter have the right to receive upon exercise, that number of shares
of the common stock having a market value of two times the exercise price of the
Right.
In the event that a person or group becomes an acquiring person
(otherwise than pursuant to a tender offer or exchange offer for all outstanding
shares of common stock at a price and on terms which are determined to be fair
and in the best interests of Protective and its stockholders by a majority of
the members of the Board of Directors of Protective who are not acquiring
persons or representatives or nominees of or affiliated or associated with an
acquiring person), proper provision shall be made so that each holder of a
Right, other than Rights that were beneficially owned by the acquiring person,
which will thereafter be void, will thereafter have the right to receive upon
exercise that number of shares of common stock having a market value, as defined
in the Rights Agreement, of two times the exercise price of the Right. A person
or group will not be deemed to be an acquiring person if the Board of Directors
of Protective determines that such person or group became an acquiring person
inadvertently and such person or group promptly divests itself of a sufficient
number of shares of common stock so that such person or group is no longer an
acquiring person.
At any time prior to the earlier of (1) the stock acquisition time and
(2) August 18, 2005, Protective, by resolution of its Board of Directors, may
redeem the Rights in whole, but not in part, at a redemption price of $.01 per
Right. Immediately upon the action of the Board of Directors electing to redeem
the Rights or at such time subsequent to such action as the Board of Directors
may determine, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive this redemption price.
At any time after a person becomes an acquiring person and prior to the
acquisition by such person of 50% or more of the outstanding common stock of
Protective, the Board of Directors of Protective may exchange the Rights, other
than Rights beneficially owned by such person which have become void, in whole
or in part, for common stock of Protective at an exchange ratio of one share of
common stock per Right, subject to adjustment. Protective may at its option
substitute shares of Junior Preferred Stock, or other series of substantially
similar preferred stock of Protective, for some or all of the shares of common
stock exchangeable for Rights, at an exchange ratio of one two-hundredth of a
share of Junior Preferred Stock, or such other series of preferred stock, for
each share of common stock to be exchanged.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of Protective, other than rights resulting from such
holder's ownership of shares of common stock, including, without limitation, the
right to vote or to receive dividends. Stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for common stock, or other consideration, of Protective or for
common stock of the acquiring company as set forth above.
The Rights and the Rights Agreement can be amended by Protective's
Board of Directors in any respect, including, without limitation, any extension
of the period in which the Right certificates may be redeemed, at any time prior
to the stock
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acquisition time. From and after such time, without the approval of
the stockholders of Protective or the holders of the Rights, the Board of
Directors may only supplement or amend the Rights Agreement in order to:
o cure any ambiguity;
o correct or supplement any provision contained in the Rights
Agreement which may be defective or
inconsistent with any other provision in the Rights Agreement;
o shorten or lengthen any time period under the Rights
Agreement; or
o make any changes or supplements which Protective may deem
necessary or desirable which shall not adversely affect the
interests of the holders of Right certificates, other than an
acquiring person or an affiliate or associate of any such
person.
Any such action by the Board of Directors must have the concurrence of
a majority of the continuing directors and the continuing directors must
constitute a majority of directors then in office. However, the Rights Agreement
may not be supplemented or amended to lengthen:
o a time period relating to when the Rights may be redeemed or
to modify the ability (or inability) of Protective's Board of
Directors to redeem the Rights, in either case at such time as
the Rights are not then redeemable; or
o any other time period unless such lengthening is for a purpose
of protecting, enhancing or clarifying the Rights of or the
benefits to the holders of Rights, other than an acquiring
person or an affiliate or associate of any such person.
For purposes of the Rights Agreement, the term "continuing director"
means any member of the Board of Directors of Protective who was a member of the
Board prior to the Stock Acquisition Time, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the continuing directors, but shall not include an acquiring person, or an
affiliate or associate of an acquiring person, or any representative of the
foregoing entities.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire Protective in
a manner which causes the Rights to become exercisable unless the offer is
conditioned on the Rights being redeemed. This potential dilution may have the
effect of delaying, deferring or discouraging attempts to acquire control of
Protective which are not approved by Protective's Board of Directors. However,
the Rights should not interfere with any merger or other business combination
approved by Protective's Board of Directors.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the complete terms of the Rights as set forth in the
Rights Agreement. The Rights Agreement is incorporated by reference as an
exhibit to the registration statement which includes this prospectus. A copy of
the Rights Agreement can be obtained as described under "Where You Can Find More
Information."
Description of Junior Preferred Stock
General. In connection with the Rights Agreement, 400,000 shares of Junior
Preferred Stock have been reserved and authorized for issuance by Protective's
Board of Directors. No shares of Junior Preferred Stock are outstanding as of
the date of this prospectus. The following statements with respect to the Junior
Preferred Stock do not purport to be complete and are subject to the detailed
provisions of the Protective's certificate of incorporation and the certificate
of designation relating to the Junior Preferred Stock which are filed as
exhibits to the registration statement which includes this prospectus.
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Ranking. The Junior Preferred Stock shall rank junior to all other series of
Protective's preferred stock as to the payment of dividends and the distribution
of assets, unless the terms of any such series shall provide otherwise.
Dividends and Distributions. Subject to the prior and superior rights of the
holders of any share of any series of preferred stock ranking prior to and
superior to the shares of Junior Preferred Stock with respect to dividends, the
holders of shares of Junior Preferred Stock, in preference to the holders of
common stock and of any other junior stock which may be outstanding, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for that purpose, quarterly dividends payable in cash on
the first day of January, April, July and October in each year commencing on the
first quarterly dividend payment date after the first issuance of a share or
fraction of a share of Junior Preferred Stock, in an amount per share, rounded
to the nearest cent, equal to the greater of (1) $2.50 per share ($10.00 per
annum) or (2) subject to adjustment upon certain dilutive events, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of common stock or a
subdivision of the outstanding shares of common stock (by reclassification or
otherwise), declared on the common stock, since the immediately preceding
quarterly dividend payment date, or, with respect to the first quarterly
dividend payment date, since the first issuance of any share or fraction of a
share of Junior Preferred Stock.
Protective shall declare a dividend or distribution on the Junior
Preferred Stock immediately after it declares a dividend or distribution on the
common stock (other than a dividend payable in shares of common stock); provided
that, in the event no dividend or distribution shall have been declared on the
common stock during the period between any quarterly dividend payment date and
the next subsequent quarterly dividend payment date, a dividend of $2.50 per
share ($10.00 per annum) on the Junior Preferred Stock shall nevertheless be
payable on such subsequent quarterly dividend payment date.
Voting Rights. The holders of shares of Junior Preferred Stock shall have the
following voting rights:
o subject to adjustment upon certain dilutive events, each share
of Junior Preferred Stock shall entitle the holder thereof to
100 votes (and each one one-hundredth of a share of Junior
Preferred Stock shall entitle the holder thereof to one vote)
on all matters submitted to a vote of the stockholders of
Protective;
o except as otherwise provided by the certificate of
designation, the certificate of incorporation, any other
certificate of designation creating a series of preferred
stock or any similar stock or by law, the holders of shares of
Junior Preferred Stock and the holders of shares of common
stock shall vote together as one class on all matters
submitted to a vote of stockholders of Protective; and
o except as provided in the certificate of designation or by
applicable law, holders of Junior Preferred Stock shall have
no special voting rights and their consent shall not be
required for authorizing or taking any corporate action.
Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or
otherwise), dissolution or winding up of Protective, no distribution shall be
made to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Junior Preferred Stock
unless, prior thereto, the holders of shares of Junior Preferred Stock shall
have received the higher of (1) $10 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (2) an aggregate amount per share, subject to
adjustment upon certain dilutive events, equal to 100 times the aggregate amount
to be distributed per share to holders of common stock; nor shall any
distribution be made to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding-up) with the Junior
Preferred Stock, except distributions made ratably on the Junior Preferred Stock
and all other such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding-up.
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Consolidation, Merger, etc. In case Protective shall enter into any
consolidation, merger, combination or other transaction in which the shares of
common stock are exchanged for or changed into other stock or securities, cash
and/or any other property, or otherwise changed, then in any such case, each
share of Junior Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share (subject to adjustment upon
certain dilutive events) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of common stock is changed or exchanged.
Certain Restrictions. Whenever quarterly dividends or other dividends or
distributions payable on the Junior Preferred Stock are in arrears, thereafter
and until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Junior Preferred Stock outstanding shall have been paid
in full, Protective shall not:
o declare or pay dividends, or make any other distributions on
any shares or stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding-up) to the Junior
Preferred Stock;
o declare or pay dividends, or make any other distributions, on
any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding-up) with
the Junior Preferred Stock except dividends paid ratably on
the Junior Preferred Stock, and all such parity stock on which
the dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then
entitled;
o redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding-up) with
the Junior Preferred Stock, provided that Protective may at
any time redeem, purchase or otherwise acquire shares of any
such parity stock in exchange for shares of any stock of
Protective ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Junior
Preferred Stock; or
o purchase or otherwise acquire for consideration any shares of
Junior Preferred Stock, or any shares of stock ranking on a
parity (either as to dividends or upon liquidation,
dissolution or winding-up) with the Junior Preferred Stock,
except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of
the respective series or classes, shall determine in good
faith will result in fair and equitable treatment among the
respective series or classes.
Protective shall not permit any subsidiary of Protective to purchase or
otherwise acquire for consideration any shares of stock of Protective unless
Protective could, in accordance with the foregoing restrictions, purchase or
otherwise acquire such shares at such time and in such manner.
Redemption. The shares of Junior Preferred Stock are not redeemable.
Certain Limitations on Dividends
Under the terms of Protective's outstanding 8 1/4% Subordinated
Debentures, Series B and 6 1/2% Subordinated Debentures, Series C, Protective
has the right to extend the interest payment period. During any such extended
interest period, or at any time during which there is an uncured default or
event of default (as defined in the subordinated indenture, under these
debentures) Protective is prohibited from paying any dividends on, or redeeming,
purchasing, acquiring or making a liquidation payment with respect to, any of
its shares of capital stock, with certain limited exceptions.
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PLAN OF DISTRIBUTION
Protective will offer the Protective common stock from time to time
pursuant to the terms of the plan.
LEGAL MATTERS
The validity of any securities offered hereby will be passed upon for
Protective by Deborah J. Long, Senior Vice President and General Counsel for the
Company.
INDEPENDENT ACCOUNTANTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1998, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited consolidated financial information for
Protective and subsidiaries for the six-month periods ended June 30, 1999 and
1998 and the three-month periods ended March 31, 1999 and 1998, incorporated by
reference in this prospectus, PricewaterhouseCoopers LLP reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports dated July 27, 1999
and April 23, 1999, respectively, incorporated by reference herein states that
they did not audit and they do not express an opinion on that unaudited
consolidated financial information. Accordingly, the degree of reliance on their
report on such information should be restricted in light of the limited nature
of the review procedures applied. PricewaterhouseCoopers LLP is not subject to
the liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited consolidated financial information because that report
is not a "report" or a "part" of the registration statement prepared or
certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11
of the Securities Act.
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APPENDIX A
Protective Producer
Deferred Compensation Plan
(As Amended and Restated as of October 1, 1999)
Section 1. Eligibility and Purpose
The purpose of the Protective Producer Deferred Compensation Plan (the
"Plan") is to provide a benefit to reward long-term, quality producers through a
plan that builds additional financial security. Each full-time independent
producer who has executed an Independent Producer Agreement with Protective Life
Insurance Company ("Producer") who is not an employee of Protective Life
Insurance Company (the "Company") or its affiliates shall be eligible to
participate in the Plan. The Committee (as defined below), in its sole
discretion, may determine that independent producers contracted with an
affiliate of the Company shall also be eligible to participate in the Plan. Any
such eligible Producer who elects to participate in the Plan may thereby defer
the receipt of all or a portion of his or her eligible compensation.
Section 2. Definitions
a. "Accounts" shall mean a Participant's Deferral Account and
Matching Account under the Plan.
b. "Board" shall mean the Board of Directors of Protective Life
Insurance Company.
c. "Committee" shall mean the committee appointed by the Executive Vice
President responsible for the Individual Life Division of the Company to
administer the Plan.
d. "Common Stock" shall mean common stock of Protective Life
Corporation, par value $0.50 per share.
e. "Company Matching Contribution" shall mean that entry on the books
and records of the Company which is a general contingent obligation of the
Company to a particular Participant unfunded and unsecured, and which is
determined pursuant to the provisions of Section 5.
f. "Compensation" shall mean all commissions, overrides, bonuses, and
other income due a Producer from the Company on products identified on Schedule
A hereto, as such shall be amended from time to time.
g. "Deferral Account" shall mean a book entry account established by
the Company to record the amounts credited to a Participant in respect of his
Deferral Election pursuant to Section 4 of the Plan.
h. "Deferral Election" shall mean the election by a Producer to defer
receipt of Compensation pursuant to Section 4 of the Plan.
i. "Disability" shall mean the Participant's inability to perform the
duties of a Producer due to total or permanent disability as determined by the
Committee based upon the opinion of a physician chosen by the Committee in its
sole discretion.
j. "Fair Market Value" of the Common Stock on any date shall mean (i)
the closing price of a share of Common Stock, as reported for such day on a
national exchange, or the mean between the closing bid and asked prices for a
share of Common Stock on such date, as reported on a nationally recognized
system of price quotation, provided that, in the event that there are no Common
Stock transactions reported on such exchange or system on such date, Fair Market
Value shall mean the closing price on the immediately preceding date on which
Common Stock transactions were so reported or (ii) if no such
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quotations are available, the fair market value of a share of the Common Stock
as determined by a majority of the Board of Directors of Protective Life
Corporation.
k. "Matching Account" shall mean a book entry account established by
the Company to record a Producer's Company Matching Contributions and any
additions thereto pursuant to Section 5 hereof.
l. "Matching Non-Stock Sub-Account" shall mean a sub-account of the
Matching Account as provided in Section 5(d).
m. "Matching Stock Sub-Account" shall mean a sub-account of the
Matching Account as provided in Section 5(d).
n. "Participant" shall mean any Producer who is eligible to make and
does make a Deferral Election.
o. "Phantom Fund" shall mean one or more mutual funds or other
investment vehicles which shall be designated by a Participant to determine the
hypothetical investment experience of his or her Deferral Account under the Plan
as provided in Section 4(c).
p. "Plan Year" shall mean each period beginning on January 1 and
ending on December 31 of the same year.
q. "Producer Agreement" shall mean the Independent Producer Agreement
between a Producer and the Company, or the relevant agreement between a Producer
and an affiliate of the Company, if applicable.
Section 3. Participation
a. Election to Participate. On or before December 31 of each calendar
year or within the 30 day period immediately following the effective date of his
or her Producer Agreement (or such other date or dates as may be specified by
the Committee) a Producer may elect to defer receipt of up to that amount of
Compensation otherwise payable to such Producer in the future as the Committee
shall permit to be deferred hereunder. The Committee may from time to time
establish a minimum amount (which may be stated as a percentage of Compensation
eligible for deferral hereunder) that may be deferred by an Producer.
Notwithstanding anything else to the contrary herein, if the aggregate amount
deferred during any year is less than such amount, then the Producer shall not
be entitled to defer Compensation into the Plan in the next succeeding Plan
Year.
b. Form and Duration of Election to Participate. A Deferral Election
shall be made by written notice on a form acceptable to the Company (the
"Deferral Election Form") and shall be effective only when filed with the
Company. Unless otherwise specified in the Deferral Election Form, a Deferral
Election made by a Producer shall continue in effect (including with respect to
Compensation payable in subsequent calendar years) unless and until the Producer
revokes or modifies such election by written notice on a designated form filed
with the Company. Any such revocation or modification of a Deferral Election
shall become effective only with respect to Compensation payable in the calendar
year following receipt of such revocation or modification by the Company.
c. Renewal. A Producer who has revoked a Deferral Election may file a
new Deferral Election to defer Compensation payable in the calendar year
following the year in which such election is filed.
Section 4. Deferral Account
a. Establishment of Account. The Corporation shall maintain a separate
Deferral Account for each Participant, and shall make additions to such Account
as provided in this Section 4.
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b. Additions to Account. Deferred amounts allocated to a Participant's
Deferral Account pursuant to this Section 4 shall be credited to such Account as
soon as practicable following the end of the month in which such Compensation
would otherwise have been paid to the Participant. The number of stock
equivalents credited to a Participant's Deferral Account in respect of any
investment election in the Common Stock Phantom Fund shall be determined as
provided in Section 6(a).
c. Designation of Phantom Investment Funds. The Committee may select
Phantom Funds which shall be used to determine the hypothetical investment
experience of each Participant's Deferral Account under the Plan; provided,
however, that in the event the Committee has not specified any such Phantom
Funds, the Company shall credit interest to a Producer's Deferral Account as
provided in Section 4(h) hereof.
d. Investment Election. In the event the Committee shall designate
Phantom Funds as provided in Section 4(c) above, Participant shall from time to
time designate, on a form approved by the Company, the Phantom Fund or Funds
that shall determine the investment experience with respect to such
Participant's Deferral Account and Matching Non-Stock Sub- Account. The
Committee may, in its discretion, (i) establish minimum amounts (in terms of
dollar amounts or a percentage of a Participant's Deferral Account or Matching
Non-Stock Sub-Account), which may be allocated to any Phantom Fund, (ii)
establish rules regarding the time at which any such election (or any change in
such election permitted under Section 4(e) shall become effective, and (iv)
permit different designations with respect to a Participant's existing Deferral
and Matching Non-Stock Sub-Account balances and amounts to be credited to such
Accounts under Section 4(b) after the date the election form is filed with the
Committee. If a Participant fails to make a valid election with respect to any
portion of his Accounts (or if any such election ceases to be effective for any
reason), such Participant shall be deemed to have elected to have his or her
entire Account deemed invested in the Phantom Fund which the Committee
determines generally to have the least risk of loss of principal.
e. Change in Designation of Phantom Fund. Any change in the Phantom
Funds designated with respect to all or any portion of a Participant's Deferral
Account and Matching Non-Stock Sub-Account shall comply with the currently
applicable rules established by the Committee and all rules applicable with
respect to any initial designation of such Phantom Funds.
f. Crediting of Phantom Investment Experience. In the event the
Committee shall designate Phantom Funds as provided for in Section 4(c) above,
as of the last day of each calendar quarter (or such other time as the Committee
shall establish from time to time), each Deferral Account and Matching Non-Stock
Sub-Account shall be credited or debited, as the case may be, with an amount
equal to the net investment gain or loss which such Participant would have
realized had he actually invested in each Phantom Fund an amount equal to the
portion of his or her Deferral Account or Matching Non-Stock Sub-Account
designated as deemed invested in such Phantom Fund during that calendar quarter
(or such other period as may have been established by the Committee). Additional
stock equivalents shall be credited to the Deferral Account in the event a
dividend is paid with respect to the Common Stock. The number of stock
equivalents so credited to any Participant's account shall be determined in
accordance with Section 6(b).
g. No Actual Investment. Notwithstanding anything else in this Section
4 to the contrary, no amount standing to the credit of any Participant's
Deferral Account or Matching Non-Stock Sub-Account shall be set aside or
invested in any actual fund on behalf of such Participant; provided, however,
that, nothing in this Section 4 (g) shall be deemed to preclude the Company from
making investments for its own account (whether directly or through a grantor
trust) to assist it in meeting its obligations to the Participants hereunder.
h. Interest on Deferral Accounts. In the event that the Committee has
not designated Phantom Funds as provided in Section 4(c) above (or such
designation is not yet effective), each Plan Year (or any portion thereof as may
be determined by the Committee) the Company will credit a Participant's Deferral
Account with interest at a rate calculated at the end of such Plan Year (or such
other period as provided for by the Committee) equal to the difference between
(i) the gross rate on fixed income paid for investments of the Company during
the Plan Year and (ii) the sum of (x) the Company's investment
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expenses and Plan administrative expenses during such Plan Year and (y) the
marginal income taxes incurred by the Company with respect to that portion of
the Company's investment earnings in such Plan Year equal to the aggregate
amount of all Participants' Accounts under the Plan.
Section 5. Company Matching Contribution and Matching Account
a. Eligibility for Company Matching Contribution. The Committee, in its
sole discretion, shall establish the criteria for the Company Matching
Contribution in no event later than December 1 of the year preceding the Plan
Year to which such criteria will apply. The criteria as adopted will be attached
as Schedule B to the Plan and shall remain in effect until subsequently amended
by the Committee. Subject to the vesting requirements of Section 7, if, as of
the end of any Plan Year, a Participant has met the criteria established by the
Committee for such plan year and he or she shall be entitled to a Company
Matching Contribution with respect to such Plan Year calculated according to
Section 5(b) below.
b. Determination of Company Matching Contribution
The Company Matching Contribution for a Participant for any Plan Year
shall be determined by multiplying the Compensation deferred by such Participant
during such Plan Year by the Matching Percentage as determined by the formula
established by the Committee prior to the Plan Year. The basis for calculating
the Matching Percentage, as the same shall be amended from time to time, shall
be set forth in Schedule B. Schedule B shall also contain the maximum annual
Company Matching Contribution per participant as established by the Committee.
c. Form of Matching Contribution. For Plan Years ending on or prior to
December 31, 1997 the Company Matching Contribution shall be made in accordance
with the terms of the Plan (or a predecessor plan) in effect at such time. For
Plan Years ending on or after December 31, 1998 the Company Matching
Contribution shall be made in stock equivalents representing a deemed investment
in Common Stock, as provided in Section 5(e) hereof.
d. Establishment of Matching Account. The Company shall establish a
book entry Matching Account consisting of (i) a Matching Non-Stock Sub-Account
in respect of all Company Matching Contributions made pursuant to the Plan for
Plan Years ending on or prior to December 31, 1997 and any interest credited
thereon and (ii) a Matching Stock Sub-Account in respect of all Company Matching
Contributions made pursuant to the Plan for Plan Years ending on or after
December 31, 1998.
e. Crediting Sub-Accounts.
(1) With respect to the Matching Non-Stock Sub-Account, the
Company Matching Contribution shall be credited as soon as
practicable after the end of the Plan Year for which it
applies.
(2) With respect to the Matching Stock Sub-Account, the Company
Matching Contribution shall be credited as stock equivalents
as soon as practicable after the end of the Plan Year to which
such Contribution relates. The number of stock equivalents so
credited shall be determined as provided in Section 6(a).
f. Interest on a Matching Non-Stock Sub-Account. In the event that the
Committee has not designated Phantom Funds as provided in Section 4(c) above (or
such designation is not yet effective), the Company shall credit interest to a
Participant's Matching Non-Stock Sub-Account of the Matching Account at the same
rate as provided for in Section 4(h) hereof. Notwithstanding the foregoing, the
balance (after giving effect to Sections 7(c) and (d) hereof) of Matching Non-
Stock Sub-Account of a Participant who no longer has an effective Producer
Agreement as a result of a termination of such Agreement for other than death or
Disability or because such individual is receiving a distribution from the Plan
shall be credited with an interest rate of 3% per annum (or such higher rate as
may be determined from time to time by the Committee in its sole discretion).
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In the event that the Committee has designated Phantom Funds as provided in
Section 4(c) above, the Participant shall designate, on a form approved by the
Company, the Phantom Fund or Funds that shall determine the investment
experience with respect to his or her Matching Non-Stock Sub-Account as provided
for in Section 4 above. In the event that a Participant fails to make a valid
election with respect to any portion of his or her Matching Non-Stock
Sub-Account (or if such election ceases to be effective for any reason), such
Participant shall be deemed to have elected to have his or her entire Matching
Non-Stock Sub-Account deemed invested in the Phantom Fund which the Committee
determines generally to have the least risk of loss of principal.
Section 6. Stock Equivalents
a. Crediting Accounts. The number of stock equivalents credited to a
Participant's Deferral Account or Matching Stock Sub-Account shall be equal to
the number of full and fractional shares of Common Stock that could be purchased
with the dollar amount of the deferral or the Company Matching Contribution
using the Fair Market Value on day funds are credited to the Account.
b. Dividends. In the event that dividends are paid on the Common Stock,
a Participant's Deferral Account and Matching Stock Sub-Account shall be
credited as of the payment date for each dividend on the Common Stock with
additional stock equivalents. In the event of a cash dividend, the number of
stock equivalents to be credited will be determined based on the Fair Market
Value of the Common Stock on the payment date.
c. Change in Common Stock. 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 stock equivalents credited to a Participant's Deferral
Account and Matching Stock Sub-Account shall be adjusted in such manner as a
majority of the Board shall determine to be fair under the circumstances.
Section 7. Vesting of Accounts
a. Deferral Account. Each Participant shall be fully vested
in his or her Deferral Account at all times.
b. Matching Account. A Participant shall become vested in the balance
in his or her Matching Account at the rate of twenty percent (20%) for each Plan
Year in which such Participant has qualified for the Company Matching
Contribution under Section 5. In the event a Participant's Producer Agreement
terminates as a result of the death of such Participant, the Participant's
Matching Account shall be deemed to be fully vested. Notwithstanding the
foregoing, for purposes of this Section 7, in the event a Participant whose
Producer Agreement previously terminated enters into a new Producer Agreement,
any prior vesting credit received by the Participant shall apply to any Company
Matching Contributions made under such new Producer Agreement provided, however,
that any additional vesting credit so earned shall not apply to any prior
unvested amounts which were forfeited pursuant to Section 7(c) or (d) below.
c. Forfeiture of Vested Amount. A Producer shall forfeit the balance of
his or her Matching Account, whether or not vested, in the event his or her
Producer Agreement is terminated by the Company for cause; provided, however ,
that the provisions shall only be applied with respect to the additions to the
Matching Account which were made on or after July 1, 1992.
d. Other Termination. If a Participant's Producer Agreement is
terminated other than by reason of such Participant's death or Disability, any
unvested portion of his or her Matching Account shall be forfeited.
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Section 8. Distribution from Accounts
a. Form of Distribution. Distribution of any amount credited to a
Participant's Accounts shall be payable either in cash or in shares of Common
Stock at the discretion of the Committee.
b. Distribution Election. Each Participant shall file with the Company
a written election (as part of the Deferral Election) with respect to the timing
and manner of distribution of the amount, if any, credited to his Deferral
Account and the vested amount, if any, of his Matching Account at any time,
provided, however, that a Participant may not receive a distribution until the
earlier to occur of (i) his or her 65th birthday or (ii)(a) his or her 55th
birthday and (b) full vesting in the Matching Account. A Participant may elect
to receive a distribution from his Accounts (i) in one lump-sum payment, (ii) in
such number of monthly, quarterly or annual installments (not to exceed a period
of 20 years) or (iii) in a number of monthly, quarterly or annual fixed payments
until the balance in his or her Account is exhausted, as the Participant may
designate. If a distribution election is not made (or if such election does not
apply to the entire balance in such Accounts) the balance in the Participant's
Accounts shall be distributed in a single lump-sum payment as soon as
administratively possible after the first business day of the calendar year
immediately following the year in which such Participant attains the age of 65.
c. Lump Sum Payment from the Stock Sub-Account.
(1) Where the Participant receives the balance of his or her
Matching Stock Sub-Account or the portion of his or her
Deferral Account deemed invested in the Common Stock Phantom
Fund in a lump sum payment and the Company determines to make
such distribution in the form of cash, the amount of payment
in respect of such Accounts shall be equal to the product of
the number of full and fractional share equivalents credited
to the Matching Stock Sub-Account and Deferral Account on the
date of such payment multiplied by the Fair Market Value of
the Common Stock in the day of payment.
(2) In the event the Committee determines to make the lump sum
distribution from a Participant's Matching Stock Sub-Account
and the portion of his or her Deferral Account deemed invested
in the Common Stock Phantom Fund in the form of Common Stock,
the Participant shall receive one share of Common Stock for
each full stock equivalent credited to his or her Matching
Stock Sub-Account and Deferral Account as of the date of such
payment. Payment in respect of any fractional stock
equivalents shall be made in cash based on Fair Market Value
of Common Stock on the payment date.
d. Installment Payments.
(1) Where the Participant receives the balance of his or her
Deferral Account and Matching Account in installments, the
amount of each installment shall be equal to the sum of (i)
the payment in respect of such Participant's Matching Stock
Sub-Account and the portion of his or her Deferral Account
deemed invested in the Common Stock Phantom Fund as determined
in Section 8(d)(2) below and (ii) the payment in respect of
the balance of such Participant's Deferral Account and
Matching Non-Stock Sub-Account as determined in Section
8(d)(3) below.
(2) (a) In the event the Committee determines to make an
installment payment from a Participant's Matching Stock
Sub-Account or the portion of the Deferral Account deemed
invested in the Common Stock Phantom Fund payable in the form
of cash, the amount of payment in respect of such installment
payment shall be equal to the product of (i) the number of
full and fractional stock equivalents credited to such
Participant's Matching Stock Sub-Account and Deferral Account
on the date of such payment multiplied by a fraction, the
numerator of which is one and the denominator of which is the
total number of installments remaining to be paid at the time
and (ii) the Fair Market Value of the Common Stock on the day
of such payment.
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(b) In the event the Committee determines to make an
installment payment from a Participant's Matching Stock
Sub-Account or the portion of the Deferral Account deemed
invested in the Common Stock Phantom Fund payable in the form
of Common Stock, such installment payment shall consist of one
share of Common Stock for every full stock equivalent subject
to such installment payment as determined below. Payment in
respect of each fractional stock equivalent subject to such
installment (as determined below) shall be made in cash based
on the Fair Market Value of Common Stock on the payment date.
The number of full and fractional stock equivalents subject to
an installment payment shall be equal to the product of (i)
the number of full and fractional stock equivalents credited
to such Participant's Matching Stock Sub-Account and Deferral
Account on the date of such payment and (ii) a fraction, the
numerator of which is one and the denominator of which is the
total number of installments remaining to be paid at the time.
(3) The amount of the installment payment in respect of the
portion of a Participant's Deferral Account not deemed to be
invested in the Common Stock Phantom Fund and such
Participant's Matching Non-Stock Sub- Account shall be equal
to the product of the (i) sum of the balance credited to the
Participant's Deferral Account, excluding stock equivalents,
and the Matching Non-Stock Sub-Account on the date of such
payment and (ii) a fraction, the numerator of which is one and
the denominator of which is the total number of installments
remaining to be paid at that time.
e. Amendment of Distribution Election. A Participant may, at any time
during which he or she has a Producer Agreement in effect, elect to change the
time at which distributions from his Accounts will commence; provided, however,
that no such election shall be effective unless at least one full calendar year
elapses between (i) the date as of which such election is filed and (ii) each of
(a) the date as of which a distribution would otherwise have commenced and (b)
the date as of which such distribution will commence under such election. If a
Participant receives any distribution from his Accounts while still eligible to
make deferrals hereunder, the Company may suspend the Participant's right to
defer additional amounts during such calendar year.
f. Distribution on Death. Notwithstanding anything else to the contrary
contained herein, unless otherwise specified pursuant to a Participant's
Deferral Election Form, if a Participant shall die before payment of all amounts
credited to the Participant's Accounts has been completed, the total unpaid
balance then credited to such Participant's Accounts shall be paid to the
Participant's designated beneficiaries or estate in the manner specified in such
Participant's Deferral Election Form, provided however, that if a distribution
election in the event of death is not made, the total unpaid balance of such
Accounts shall be paid to the Participant's designated beneficiaries or estate
in a single lump-sum payment as of the first business day of the first calendar
month commencing after the date of the Participant's death, or as soon as
administratively possible thereafter.
g. Distribution on Disability. In the event that a Participant's
Producer Agreement terminates due to the Participant's Disability, the balance
of the Participant's Deferral Account and Matching Account shall be distributed
to the Participant in the manner specified in such Participant's Deferral
Election Form, provided however, that if a distribution election in the event of
disability is not made, the total unpaid balance of such Accounts shall be paid
to such Participant in a single lump-sum payment as of the first business day of
the first calendar month commencing after the date such Participant is
determined to be Disabled or as soon as administratively possible thereafter.
h. Fixed Payments.
(1) In the event a Participant elects to have the balance of his
Accounts distributed in payments of a fixed amount, a pro-rata
amount of each such payment shall be subtracted from the
balance of such Participant's Accounts based on existing
balance of such Accounts.
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(2) The value of stock equivalents in the Matching Stock
Sub-Account or Deferral Account to be withdrawn in connection
with a fixed payment distribution shall be determined based on
the Fair Market Value of the Common Stock on the day of such
payment.
Section 9. Hardship Distribution
If a Participant applies to the Company for a distribution of all or a
portion of his or her Deferral Account and the vested portion of his or her
Matching Account, and the Committee determines, in good faith upon reasonable
investigation and in its sole discretion, that such Participant has experienced
an unforeseeable emergency, then the Company may make a distribution to or for
the benefit of Participant from his or her Deferral Account and the vested
portion of his or her Matching Account. Any standing Deferral Election shall be
thereupon revoked automatically and the Participant shall not, for the balance
of the Plan Year in which such Hardship Distribution is received and the Plan
Year immediately following, be entitled to make any further Deferral Election
nor shall the Company be required to recognize or implement any such Deferral
Election with respect to such Participant. "Unforeseeable emergency" means
severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a dependent of the
Participant, loss of the Participant's property due to casualty or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the Participant's control. The circumstances that will constitute an
unforeseeable emergency will depend upon the facts of each case, but, in any
case, no distribution will be made to the extent that such hardship is or may be
relieved (1) through reimbursement or compensation by insurance or otherwise;
(2) by liquidation of the Participant's assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship; or (3) by
cessation of deferrals under the Plan. Examples of events that are not
considered to be unforeseeable emergencies include the need to send a child to
college or the desire to purchase a home. The amount of any hardship
distribution shall not exceed the amount reasonably necessary to meet the
emergency need. For purposes of Section 4(c) and Section 5(f), in calculating
interest on the balance, if any, left in the Deferral Account or Matching
Account after a hardship distribution, it will be assumed that the funds
withdrawn related to Plan Years using a first-in, first-out method.
Section 10. Designation of a Beneficiary
A Participant may designate a beneficiary or beneficiaries (which may
be an entity other than a natural person) to receive any payments to be made
upon the Participant's death pursuant to Section 8(f) hereof. At any time, and
from time to time, any such designation may be changed or cancelled by the
Participant without the consent of any beneficiary. Any such designation, change
or cancellation must be made by written notice filed with the Company. If a
Participant designates more than one beneficiary, any payments to such
beneficiaries made pursuant to Section 8(f) shall be made in equal shares unless
the Participant has designated otherwise, in which case the payments shall be
made in the shares designated by the Participant. If no beneficiary has been
named by a Participant, payment shall be made to the Participant's spouse or, if
the Participant has no spouse at the time of his death, to the Participant's
estate.
Section 11. Amendment and Termination
The Committee may, at any time, amend or terminate the Plan; provided
no such amendment or termination shall impair the rights of a Participant with
respect to amounts then credited to his or her Accounts under the Plan.
Section 12. Miscellaneous
a. Unfunded Plan. The Company shall not be obligated to fund its
liabilities under the Plan, the Accounts established for each Participant
electing deferment shall not constitute trusts, and a Participant shall have no
claim against the Company or its assets other than as an unsecured general
creditor. Without limiting the generality of the foregoing, the Participant's
claim at any time shall be for the amount credited to such Participant's
Accounts at such time. Notwithstanding the forgoing, the Company may establish a
grantor trust or purchase securities to assist it in meeting its obligations
hereunder;
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provided, however, that in no event shall any Participant have any interest in
such trust or property other than as an unsecured general creditor.
b. No Rights as a Shareholder. Neither the Participant nor any other
person shall have any right to exercise any of the rights or privileges of a
shareholder with respect to any stock equitably credited to his or her Matching
Account.
c. Non-alienation. The right of a Participant to receive a distribution
of the value of such Participant's Accounts payable pursuant to the Plan shall
not be subject to assignment or alienation.
d. No Right to Producer Status. Nothing in this Plan shall be construed
to give any Participant the right to continue as an Independent Producer of the
Company or any of its subsidiaries.
e. Tax Withholding. The Company shall have the right to deduct from all
distributions hereunder any taxes required to be withheld by the federal or any
state or local governments.
f. Interpretation. This Plan shall be interpreted by and all questions
arising in connection therewith shall be determined by the Committee whose
interpretation or determination, when made in good faith, shall be conclusive
and binding.
g. Indebtedness. The Company is hereby given a first lien upon any
amounts due a Participant under this Plan as security for payment of any
indebtedness to the Company. Any commission or other amounts advanced to
Participant before actually earned on premiums paid to the Company shall be
considered an indebtedness under this provision.
h. Immunity from Liability. Neither the Company nor any person acting
for the Company in the administration of the Plan shall incur any liability for
anything done or omitted to be done in administering the Plan or making any
determination required by the Plan, except in the case of willful misconduct or
gross negligence.
i. Prior Agreements. This Plan shall supersede and replace the Deferred
Compensation Plan for Producers Addendum to all Independent Producer Agreements
to the extent not prohibited by the terms of such Addendum.
j. Acceleration of Payments. 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 a Participant prior to payment of such amounts, such amount shall be
immediately paid to such Participant, notwithstanding his or her election under
Section 8.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth those expenses to be incurred by
Protective in connection with the issuance and distribution of the securities
being registered. Except for the Securities and Exchange Commission filing fee,
all amounts shown are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee.................................................. $ 778
Blue Sky fees and expenses..................................................................... 4,000
Printing and engraving expenses................................................................ 7,500
Accountant's fees and expenses................................................................. 4,000
Legal fees and expenses........................................................................ 6,000
Miscellaneous expenses......................................................................... 1,500
---------
Total.................................................................................... $23,778
=======
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 6.5 of Article VI of Protective's certificate of incorporation
provides that Protective shall indemnify to the fullest extent permitted by law
any person who is made or is threatened to be made a party or is involved in any
action, suit, or proceeding whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director, officer,
employee or agent of Protective or was serving at the request of Protective as
an officer, director, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise including service with respect to
employee benefit plans.
Protective is empowered by Section 145 of the Delaware General
Corporation Law, subject to the proceedings and limitations stated therein, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of Protective) by reason of the fact that such person is or was an
officer, employee, agent or director of Protective, or is or was serving at the
request of Protective as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of Protective,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Protective may indemnify any such person
against expenses (including attorneys' fees) in an action by or in the right of
Protective under the same conditions, except that no indemnification is
permitted without judicial approval if such person is adjudged to be liable to
Protective. To the extent such person is successful on the merits or otherwise
in the defense of any action referred to above, Protective must indemnify him
against the expenses which he actually and reasonably incurred in connection
therewith.
Policies of insurance are maintained by Protective under which
directors and officers of Protective are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
As permitted by Section 102 (b)(7) of the Delaware General Corporation
Law, Protective's certificate of incorporation also provides that no director
shall be personally liable to Protective or its stockholders for monetary
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damages for any breach of fiduciary duty by such director as a director, except
(i) for breach of the director's duty of loyalty to Protective or its
stockholders, (ii) for acts or omissions not in good faith which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
Protective has entered into indemnity agreements with each of its
directors which provide insurance protection in excess of the directors' and
officers' liability insurance maintained by Protective and in force at the time
up to $20 million and against certain liabilities excluded from such liability
insurance. The agreements provide generally that, upon the happening of certain
events constituting a change in control of Protective, Protective must obtain a
$20 million letter of credit upon which the directors may draw for defense or
settlement of any claim relating to performance of their duties as directors.
Protective has similar agreements with certain of its executive officers under
which Protective is required to provide up to $10 million in indemnification,
although this obligation is not secured by a commitment to obtain a letter of
credit.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
Number
<S> <C>
4(a)(1) 1998 Restated Certificate of Incorporation of Protective
(incorporated by reference to Exhibit 3(a) to Protective's
Form 10-K Annual Report for the year ended December 31,
1998).
4(a)(2) Certificate of Designation of Junior Participating
Cumulative Preferred Stock of Protective filed with the
Secretary of State of Delaware on August 9, 1995
(incorporated by reference to Exhibit A to Exhibit 1 to the
Company's Form 8-A Report filed on August 7, 1995).
4(a)(3) Certificate of Decrease of Shares Designated as Junior
Participating Cumulative Preferred Stock of Protective filed
with the Secretary of State of Delaware on August 8, 1995
(incorporated by reference to Exhibit 3(a)(4) to
Protective's Form 10-K Annual Report for the year ended
December 31, 1995).
4(b) 1998 Amended and Restated By-Laws of Protective
(incorporated by reference to Exhibit 3(b) to Protective's
Form 10-K Annual Report for the period ended December 31,
1998).
4(c) Senior Indenture, dated as of June 1, 1994, between
Protective and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(g) to Protective's
Registration Statement on Form S-3 (No.
33-52831)).
4(d) Supplemental Indenture No. 1, dated as of July 1, 1994,
between Protective and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(g) to Protective's
Current Report on Form 8-K filed July 5, 1994).
4(e) Supplemental Indenture No. 2, dated as of August 1, 1996,
between Protective and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(g)(2) to
Protective's Current Report on Form 8-K filed August 8,
1996).
4(f) Supplemental Indenture No. 3, dated as of September 15,
1996, between Protective and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4(g)(3) to
Protective's Current Report on Form 8-K filed September 21,
1996).
4(g) Supplemental Indenture No. 4, dated as of November 15, 1996,
between Protective and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(g)(3) to
Protective's Current Report on Form 8-K filed November 22,
1996).
4(h) Supplemental Indenture No. 5, dated as of December 1, 1996,
between Protective and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4(g)(3) to
Protective's Current Report on Form 8-K filed December 6,
1996).
4(i) Subordinated Indenture, dated as of June 1, 1994, between
Protective and AmSouth Bank, as Trustee (incorporated by
reference to Exhibit 4(h) to Protective's Current Report on
Form 8-K filed June 17, 1994).
II-2
<PAGE>
4(j) Supplemental Indenture No. 1, dated as of June 9, 1994, to
the Subordinated Indenture between Protective and AmSouth
Bank, as Trustee (incorporated by reference to Exhibit
4(h)(1) to Protective's Current Report on Form 8-K filed
June 17, 1994).
4(k) Supplemental Indenture No. 2, dated as of August 1, 1994, to
the Subordinated Indenture between Protective and AmSouth
Bank, as Trustee (incorporated by reference to Exhibit 4(l)
to Protective's Registration Statement on Form S-3
(No. 33-55063)).
4(l) Supplemental Indenture No. 3 dated as of April 29, 1997 to
the Subordinated Indenture between Protective and AmSouth
Bank, as Trustee (incorporated by reference to Exhibit 4(g)
to Protective's Registration Statement on Form S-3
(No. 333-25027)).
4(m) Supplemental Indenture No. 4 dated as of November 20, 1997,
to the Subordinated Indenture between Protective and AmSouth
Bank, as Trustee (incorporated by reference to Exhibit 4(m)
to Protective's Current Report on Form 8-K filed December 5,
1997).
4(n) Rights Agreement, dated as of August 7, 1995 among
Protective and The Bank of New York, as Successor Rights
Agent to AmSouth Bank, as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Form 8-A filed
August 7, 1995).
4(o) Rights Certificate (incorporated by reference to Exhibit 1
to the Company's Form 8-A filed August 7,1995).
5 Opinion of Deborah J. Long, Esq., Senior Vice President,
Secretary and General Counsel, as counsel to Protective and
the PLC Capital Trusts, as to the legality of certain of the
Offered Securities.*
15 Letter re unaudited interim financial information.*
23(a) Consent of PricewaterhouseCoopers LLP.*
23(b) Consent of Deborah J. Long, Esq. (included in Exhibit 5).
24 Powers of Attorney of Board of Directors and Officers.*
- -----------
</TABLE>
* Indicates document filed herewith.
Item 17. Undertakings.
(a) Rule 415 Offering.
The undersigned registrants hereby undertake:
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
II-3
<PAGE>
(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 information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by Protective pursuant to Section 13 or Section 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) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Protective's annual report pursuant to Section 13(a) or 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.
(c) Acceleration of Effectiveness.
Insofar as indemnifications for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons, if any, of the registrants pursuant to the foregoing provisions, or
otherwise, the registrants have 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 a
registrant of expenses incurred or paid by a director, officer or controlling
person, if any, of such 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, such 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Protective
Life Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Birmingham, State of Alabama, on August 31,
1999.
PROTECTIVE LIFE CORPORATION
(Registrant)
By:
/s/ John D. Johns
Name: John D. Johns
Title: President, Chief Operating
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities with Protective Life Corporation and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
<C> <S> <C>
Chairman of the Board, Chief Executive Officer and August 31, 1999
/s/ Drayton Nabers, Jr. Director (Principal Executive Officer)
Drayton Nabers, Jr.
President, Chief Operating Officer and Director August 31, 1999
/s/ John D. Johns (Principal Financial Officer)
John D. Johns
Vice President and Controller and Chief Accounting
* Officer (Principal Accounting Officer)
Jerry W. DeFoor
Director
*
William J. Cabaniss, Jr.
Director
*
John J. McMahon, Jr.
Director
*
A.W. Dahlberg
Director
*
Ronald L. Kuehn, Jr.
Director
*
James S. M. French
Director
*
Robert A. Yellowlees
Director
*
Elaine L. Chao
<PAGE>
Director
*
Donald M. James
Director
*
J. Gary Cooper
</TABLE>
<TABLE>
<S> <C> <C>
*By: August 31, 1999
/s/ Nancy Kane
Name: Nancy Kane
Title: Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
Number
<C> <S>
5 Opinion of Deborah J. Long, Esq., Senior Vice President, Secretary and General Counsel
15 Letter re unaudited interim financial information
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Deborah J.Long (included in Exhibit 5)
24 Powers of Attorney of Board of Directors and Officers
</TABLE>
<PAGE>
Exhibit 5
[PROTECTIVE LIFE CORPORATION LETTERHEAD]
Deborah J. Long
Senior Vice President,
Secretary and General Counsel
Direct No.: (205) 868-3885
Facsimile: (205) 868-3597
Toll-Free No.: (800) 627-0220
August 30, 1999
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
Protective Life Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
As General Counsel at Protective Life Corporation, a Delaware
corporation ("Protective"), I have acted as counsel to Protective in connection
with the preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"), of
a Registration Statement on Form S-3 (the "Registration Statement"), covering
the issuance of up to 85,000 shares of common stock of Protective, par value
$0.50 per share (the "Common Stock") which may be offered from time to time in
accordance with the terms of the Protective Producer Deferred Compensation Plan
(the "Plan").
In so acting, I have examined and relied upon the originals, or copies
certified or otherwise identified to my satisfaction, of such records,
documents, certificates and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below.
Based upon the foregoing, I am of the following opinion:
1. Protective is validly existing as a corporation in good standing
under the laws of the State of Delaware.
2. The terms of the issuance and sale of the Common Stock have been
duly authorized by all necessary corporate action and Protective has reserved
for issuance the requisite number of shares of Common Stock. When the shares of
Common Stock shall have been issued as contemplated by the Registration
Statement and if issued pursuant to the terms of the Plan and of the agreements
relating thereto, the Common Stock will be duly authorized, validly issued,
fully paid and nonassessable.
My opinion expressed above is limited to the laws of the State of
Alabama, the Delaware General Corporation Law, and the federal laws of the
United States of America.
<PAGE>
Protective Life Corporation
August 30, 1999
Page 2
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus. In giving such consent, I do not thereby concede
that I am within the category of persons whose consent is required under Section
7 of the 1933 Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Deborah J. Long
Deborah J. Long
Senior Vice President,
Secretary and General Counsel
` Protective Life Corporation
<PAGE>
Exhibit 15
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated July 27, 1999 and April 23, 1999 on our
review of consolidated financial information of Protective Life Corporation (the
Company) for the periods ended June 30, 1999 and 1998 and March 31, 1999 and
1998 and included in the Company's quarterly reports on Form 10-Q for the
quarters then ended are incorporated by reference in its Registration Statement
dated August 30, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Birmingham, Alabama
August 30, 1999
<PAGE>
Exhibit 23(a)
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 11, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to the Share
Owners of Protective Life Corporation and subsidiaries (the Company), which is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998. We also consent to the incorporation by reference
of our report dated February 11, 1999 relating to the financial statement
schedules, which appears in such Annual Report on Form 10-K. We also consent to
the reference to us under the heading "Independent Accountants" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Birmingham, Alabama
August 30, 1999
<PAGE>
Exhibit 24
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ Drayton Nabers, Jr.
Drayton Nabers, Jr.
(Chairman of the Board,
Chief Executive Officer
and Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ John D. Johns
John D. Johns
(President, Chief Operating Officer
and Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ Jerry W. DeFoor
Jerry W. DeFoor
(Vice President, Controller
and Chief Accounting Officer)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ William J. Cabaniss, Jr.
William J. Cabaniss, Jr.
(Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ John J. McMahon, Jr.
John J. McMahon, Jr.
(Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ A. W. Dahlberg
A. W. Dahlberg
(Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ Ronald L. Kuehn, Jr.
Ronald L. Kuehn, Jr.
(Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ James S. M. French
James S. M. French
(Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ Robert A. Yellowlees
Robert A. Yellowlees
(Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ Elaine L. Chao
Elaine L. Chao
(Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ Donald M. James
Donald M. James
(Director)
<PAGE>
PROTECTIVE LIFE CORPORATION
2801 Highway 280 South
Birmingham, Alabama 35223
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Officer and/or
Director of Protective Life Corporation, a Delaware corporation (the
"Corporation"), hereby constitutes and appoints John D. Johns, Deborah J. Long,
Jerry W. DeFoor and Nancy Kane, and each of them, the true and lawful agents and
attorneys-in-fact of the undersigned with full power and authority in said
agents and attorneys-in-fact, and any one or more of them, to sign for the
undersigned and in his respective name as Officer and/or Director of the
Corporation (both in such capacity and in capacities necessary for the execution
of documents in his name on behalf of the Corporation in connection with or for
the purpose of facilitating the offering or issuance of securities) one or more
Registration Statements on Form S-3 of the Corporation to be filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, any subsequent registration statements which may be filed
under Rule 462(b), and any amendment or amendments to such registration
statements (including, without limitation, post-effective amendments) relating
to the common stock of the Corporation and/or other interests to be offered
under the Protective Producer Deferred Compensation Plan and the undersigned
hereby ratifies and confirms all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this second day of August, 1999.
WITNESS:
/s/ Deborah J. Long
Deborah J. Long
/s/ J. Gary Cooper
J. Gary Cooper
(Director)
