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EXHIBIT 4(gg)    
  


Draft—                        , 2003  


 AMENDED AND RESTATED DECLARATION

OF TRUST

PLC CAPITAL TRUST V

Dated as of                         , 20      






  



 
 

TABLE OF CONTENTS    
  



	 
	 	 
	 	 
	 	Page

	ARTICLE I.	 	 
	

 	
 	

INTERPRETATION AND DEFINITIONS	
 	

 
	 	 	SECTION 1.1.	 	Definitions	 	2
	

ARTICLE II.	
 	

 
	

 	
 	

TRUST INDENTURE ACT	
 	

 
	 	 	SECTION 2.1.	 	Trust Indenture Act; Application	 	8
	 	 	SECTION 2.2.	 	Lists of Holders of Securities	 	9
	 	 	SECTION 2.3.	 	Reports by the Institutional Trustee	 	9
	 	 	SECTION 2.4.	 	Periodic Reports to Institutional Trustee	 	9
	 	 	SECTION 2.5.	 	Evidence of Compliance with Conditions Precedent	 	9
	 	 	SECTION 2.6.	 	Events of Default; Waiver	 	10
	 	 	SECTION 2.7.	 	Event of Default; Notice	 	11
	

ARTICLE III.	
 	

 
	

 	
 	

ORGANIZATION	
 	

 
	 	 	SECTION 3.1.	 	Name	 	12
	 	 	SECTION 3.2.	 	Office	 	12
	 	 	SECTION 3.3.	 	Purpose	 	12
	 	 	SECTION 3.4.	 	Authority	 	13
	 	 	SECTION 3.5.	 	Title to Property of the Trust	 	13
	 	 	SECTION 3.6.	 	Powers and Duties of the Regular Trustees	 	13
	 	 	SECTION 3.7.	 	Prohibition of Actions by the Trust and the Trustees	 	16
	 	 	SECTION 3.8.	 	Powers and Duties of the Institutional Trustee	 	17
	 	 	SECTION 3.9.	 	Certain Duties and Responsibilities of the Institutional Trustee	 	19
	 	 	SECTION 3.10.	 	Certain Rights of Institutional Trustee	 	21
	 	 	SECTION 3.11.	 	Delaware Trustee	 	23
	 	 	SECTION 3.12.	 	Execution of Documents	 	23
	 	 	SECTION 3.13.	 	Not Responsible for Recitals or Issuance of Securities	 	24
	 	 	SECTION 3.14.	 	Duration of Trust	 	24
	 	 	SECTION 3.15.	 	Mergers	 	24
	

ARTICLE IV.	
 	

 
	

 	
 	

SPONSOR	
 	

 
	 	 	SECTION 4.1.	 	Sponsor's Purchase of Common Securities	 	26
	 	 	SECTION 4.2.	 	Responsibilities of the Sponsor	 	26
	

ARTICLE V.	
 	

 
	

 	
 	

TRUSTEES	
 	

 
	 	 	SECTION 5.1.	 	Number of Trustees	 	27
	 	 	SECTION 5.2.	 	Delaware Trustee	 	27
	 	 	SECTION 5.3.	 	Institutional Trustee; Eligibility	 	28
	 	 	SECTION 5.4.	 	Certain Qualifications of Regular Trustees and Delaware Trustee Generally	 	29
	 	 	SECTION 5.5.	 	Regular Trustees	 	29
	 	 	SECTION 5.6.	 	Appointment, Removal and Resignation of Trustees	 	29
	 	 	SECTION 5.7.	 	Vacancies Among Trustees	 	31



i





 

	 	 	SECTION 5.8.	 	Effect of Vacancies	 	31
	 	 	SECTION 5.9.	 	Meetings	 	31
	 	 	SECTION 5.10.	 	Delegation of Power	 	32
	 	 	SECTION 5.11.	 	Merger, Conversion, Consolidation or Succession to Business	 	32
	

ARTICLE VI.	
 	

 
	

 	
 	

DISTRIBUTIONS	
 	

 
	 	 	SECTION 6.1. Distributions	 	33	 	 
	

ARTICLE VII.	
 	

 
	

 	
 	

ISSUANCE OF SECURITIES	
 	

 
	 	 	SECTION 7.1.	 	General Provisions Regarding Securities	 	33
	 	 	SECTION 7.2.	 	Paying Agent	 	34
	

ARTICLE VIII.	
 	

 
	

 	
 	

TERMINATION OF TRUST	
 	

 
	 	 	SECTION 8.1.	 	Termination of Trust	 	34
	

ARTICLE IX.	
 	

 
	

 	
 	

TRANSFER OF INTERESTS	
 	

 
	 	 	SECTION 9.1.	 	Transfer of Securities	 	35
	 	 	SECTION 9.2.	 	Transfer of Certificates	 	36
	 	 	SECTION 9.3.	 	Deemed Security Holders	 	36
	 	 	SECTION 9.4.	 	Book Entry Interests	 	36
	 	 	SECTION 9.5.	 	Notices to Clearing Agency	 	37
	 	 	SECTION 9.6.	 	Appointment of Successor Clearing Agency	 	37
	 	 	SECTION 9.7.	 	Definitive Preferred Security Certificates	 	38
	 	 	SECTION 9.8.	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	38
	

ARTICLE X.	
 	

 
	

 	
 	

LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS	
 	

 
	 	 	SECTION 10.1.	 	Liability	 	39
	 	 	SECTION 10.2.	 	Exculpation	 	39
	 	 	SECTION 10.3.	 	Fiduciary Duty	 	40
	 	 	SECTION 10.4.	 	Indemnification	 	41
	 	 	SECTION 10.5.	 	Outside Businesses	 	44
	

ARTICLE XI.	
 	

 
	

 	
 	

ACCOUNTING	
 	

 
	 	 	SECTION 11.1.	 	Fiscal Year	 	44
	 	 	SECTION 11.2.	 	Certain Accounting Matters	 	44
	 	 	SECTION 11.3.	 	Banking	 	45
	 	 	SECTION 11.4.	 	Withholding	 	45
	

ARTICLE XII.	
 	

 
	

 	
 	

AMENDMENTS AND MEETINGS	
 	

 
	 	 	SECTION 12.1.	 	Amendments	 	46
	 	 	SECTION 12.2.	 	Meetings of the Holders of Securities; Action by Written Consent	 	47



ii





 

	

ARTICLE XIII.	
 	

 
	

 	
 	

REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE	
 	

 
	 	 	SECTION 13.1.	 	Representations and Warranties of Institutional Trustee	 	49
	 	 	SECTION 13.2.	 	Representations and Warranties of Delaware Trustee	 	50
	

ARTICLE XIV.	
 	

 
	

 	
 	

MISCELLANEOUS	
 	

 
	 	 	SECTION 14.1.	 	Notices	 	51
	 	 	SECTION 14.2.	 	Governing Law	 	52
	 	 	SECTION 14.3.	 	Intention of the Parties	 	52
	 	 	SECTION 14.4.	 	Headings	 	52
	 	 	SECTION 14.5.	 	Successors and Assigns	 	52
	 	 	SECTION 14.6.	 	Partial Enforceability	 	52
	 	 	SECTION 14.7.	 	Counterparts	 	52





	

ANNEX I	
 	

TERMS OF SECURITIES	
 	

 
	EXHIBIT A-1	 	FORM OF PREFERRED SECURITY CERTIFICATE	 	 
	EXHIBIT A-2	 	FORM OF COMMON SECURITY CERTIFICATE	 	 
	EXHIBIT B	 	SPECIMEN OF DEBENTURE	 	 
	EXHIBIT C	 	PURCHASE AGREEMENT	 	 




 
 

CROSS-REFERENCE TABLE*    
  



	Section of

Trust Indenture Act

of 1939, as amended
	 	Section of

Declaration

	310 (a)	 	5.3(a)
	310 (c)	 	Inapplicable
	311 (c)	 	Inapplicable
	312 (a)	 	2.2(a)
	312 (b)	 	2.2(b)
	313	 	2.3
	314 (a)	 	2.4
	314 (b)	 	Inapplicable
	314 (c)	 	2.5
	314 (d)	 	Inapplicable
	314 (f)	 	Inapplicable
	315 (a)	 	3.9(b)
	315 (c)	 	3.9(a)
	315 (d)	 	3.9(a)
	316 (a)	 	Annex I
	316 (c)	 	3.6(e)






	*
	This
Cross-Reference Table does not constitute part of the Declaration and shall not affect the interpretation of any of its terms or provisions. 


iii







 
 

AMENDED AND RESTATED
  DECLARATION OF TRUST
  OF
  PLC CAPITAL TRUST V    
  


        
                        , 20     


AMENDED AND RESTATED DECLARATION OF TRUST (this  


"Declaration") dated and effective as of                         , 20    , by
the Trustees (as defined herein), the
Sponsor (as defined herein) and by the holders, from time to time, of undivided beneficial interests in the assets of the Trust (as defined herein) to be issued pursuant to this Declaration; 



        WHEREAS,
the Trustees and the Sponsor established PLC Capital Trust V (the "Trust"), a trust under the Delaware Statutory Trust Act, pursuant to a Declaration of Trust dated as of
December 26, 20     (the "Original Declaration") and a Certificate of Trust filed with the Secretary of State of the State of Delaware on
December 26, 20    , for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust
and investing the proceeds thereof in certain Debentures of the Debenture Issuer; 


        WHEREAS,
prior to the execution hereof, no interests in the Trust have been issued; 


        WHEREAS,
all of the Trustees and the Sponsor, by this Declaration, amend and restate each and every term and provision of the Original Declaration; and 


        NOW,
THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory trust under the Statutory Trust Act and that this Declaration constitute the governing
instrument of such business trust, the Trustees declare that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing
undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration. 


ARTICLE I.

INTERPRETATION AND DEFINITIONS  


        SECTION 1.1. Definitions. Unless the context otherwise requires: 



        (a)  Capitalized
terms used in this Declaration but not defined in the preamble above have the respective meanings assigned to them in this Section 1.1; 


        (b)  a
term defined anywhere in this Declaration has the same meaning throughout; 


        (c)  all
references to "the Declaration" or "this Declaration" are to this Declaration as modified, supplemented or amended from time to time; 


        (d)  all
references in this Declaration to Articles and Sections and Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to this Declaration unless
otherwise specified; 


        (e)  a
term defined in the Trust Indenture Act has the same meaning when used in this Declaration unless otherwise defined in this Declaration or unless the context otherwise
requires; and 


        (f)    a
reference to the singular includes the plural and vice versa. 




        "Affiliate"
has the same meaning as given to that term in Rule 405 of the Securities Act or any successor rule thereunder. 


        "Agent"
means any Paying Agent. 


        "Authorized
Officer" of a Person means any Person that is authorized to bind such Person. 





 



        "Book
Entry Interest" means a beneficial interest in a Global Certificate, ownership and transfers of which shall be maintained and made through book entries by a Clearing Agency as
described in Section 9.4. 


        "Business
Day" means any day other than a day on which banking institutions in New York, New York are authorized or required by law to close. 


        "Statutory
Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time, or any successor legislation. 



        "Certificate"
means a Common Security Certificate or a Preferred Security Certificate. 


        "Clearing
Agency" means an organization registered as a "Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary for the Preferred Securities and in
whose name or in the name of a nominee of that organization shall be registered a Global Certificate and which shall undertake to effect book entry transfers and pledges of the Preferred Securities. 


        "Clearing
Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time the Clearing Agency effects book entry transfers and
pledges of securities deposited with the Clearing Agency. 


        "Closing
Date" means the "Closing Time" under the Purchase Agreement. 


        "Code"
means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation. 


        "Commission"
means the Securities and Exchange Commission. 


        "Common
Security" has the meaning specified in Section 7.1. 


        "Common
Securities Guarantee" means the guarantee agreement, dated as of                         ,
20    , of the Sponsor in
respect of the Common Securities. 


        "Common
Security Certificate" means a definitive certificate in fully registered form, substantially in the form of Exhibit A-2, representing a Common Security. 


        "Company
Indemnified Person" means (a) any Regular Trustee; (b) any Affiliate of any Regular Trustee; (c) any officers, directors, shareholders, members, partners, employees,
representatives or agents of any Regular Trustee; or (d) any officer, employee or agent of the Trust or its Affiliates. 



        "Corporate
Trust Office" means the office of the Institutional Trustee at which the corporate trust business of the Preferred Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this Declaration located at 



Wilmington
Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration 




        "Covered
Person" means: (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust's Affiliates; and (b) any Holder of
Securities. 


        "Debenture
Issuer" means Protective Life Corporation, a Delaware corporation, in its capacity as issuer of the Debentures under the Indenture. 


        "Debenture
Trustee" means The Bank of New York (as successor to AmSouth Bank), as trustee under the Indenture until a successor is appointed thereunder, and thereafter such successor
trustee. 


2





 



        "Debentures"
means the series of Debentures to be issued by the Debenture Issuer under the Indenture and to be held by the Institutional Trustee, a specimen certificate for such series
of Debentures being substantially in the form of Exhibit B. 


        "Delaware
Trustee" has the meaning set forth in Section 5.2. 


        "Definitive
Preferred Security Certificates" has the meaning set forth in Section 9.4. 



        "Direction"
by a Person means a written direction signed: 



        (a)  if
the Person is a natural person, by that Person; or 


        (b)  in
any other case, in the name of such Person by one or more Authorized Officers of such Person. 




        "Distribution"
means a distribution payable to Holders of Securities in accordance with Section 6.1. 



        "DTC"
means The Depository Trust Company, the initial Clearing Agency. "Event of Default" in respect of the Securities means an Event of Default (as defined in the Indenture) has
occurred and is continuing in respect of the Debentures. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation. 


        "Fiduciary
Indemnified Person" has the meaning set forth in Section 10.4(b). 


        "Global
Certificate" has the meaning set forth in Section 9.4. 


        "Holder"
means a Person in whose name a Certificate representing a Security is registered, such Person being a beneficial owner within the meaning of the Statutory Trust Act. 


        "Indemnified
Person" means a Company Indemnified Person or a Fiduciary Indemnified Person. 


        "Indenture"
means the Subordinated Indenture dated as of June 1, 1994, from the Debenture Issuer to the Debenture Trustee, and any Subordinated Indenture supplemental thereto pursuant to
which the Debentures are to be issued (including, without limitation, the Supplemental Indenture No. 7, dated as of
                        ,
20     between the Debenture Issuer and the Debenture Trustee). 


        "Institutional
Trustee" means the Trustee meeting the eligibility requirements set forth in Section 5.3. 


        "Institutional
Trustee Account" has the meaning set forth in Section 3.8(c). 


        "Investment
Company" means an investment company as defined in the Investment Company Act. 


        "Investment
Company Act" means the Investment Company Act of 1940, as amended from time to time, or any successor legislation. 


        "Legal
Action" has the meaning set forth in Section 3.6(g). 


        "Majority
in liquidation amount of the Securities" means, except as provided in the terms of the Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities
voting together as a single class or, as the context may require, Holders of outstanding Preferred Securities or Holders of outstanding Common Securities voting separately as a class, who are the
record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the
date upon which the voting percentages are determined) of all outstanding Securities of the relevant class. 


        "Ministerial
Action" has the meaning set forth in Annex I. 


3





 



        "Officers'
Certificate" means, with respect to any Person, a certificate signed by two Authorized Officers of such Person; provided that any Officers' Certificate delivered with respect
to compliance with a condition or covenant provided for in this Declaration shall include: 



        (a)  a
statement that each officer signing such certificate has read the covenant or condition and the definitions relating thereto; 


        (b)  a
brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering such certificate; 



        (c)  a
statement that each such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed
opinion as to whether or not such covenant or condition has been complied with; and 


        (d)  a
statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with. 




        "Paying
Agent" has the meaning specified in Section 7.2. 


        "Person"
means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 


        "Preferred
Securities Guarantee" means the guarantee agreement, dated as of                         ,
20      , of the Sponsor in
respect of the Preferred Securities. 


        "Preferred
Security" has the meaning specified in Section 7.1. 


        "Preferred
Security Beneficial Owner" means, with respect to a Book Entry Interest, a Person who is the beneficial owner of such Book Entry Interest, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with
the rules of such Clearing Agency). 


        "Preferred
Security Certificate" means a certificate representing a Preferred Security substantially in the form of Exhibit A-1. 



        "Purchase
Agreement" means the Purchase Agreement for the offering and sale of Preferred Securities in the form of Exhibit C. 


        "Quorum"
means a majority of the Regular Trustees or, if there are only two Regular Trustees, both of them. 


        "Regular
Trustee" has the meaning set forth in Section 5.1. 


        "Related
Party" means, with respect to the Sponsor, any direct or indirect wholly owned subsidiary of the Sponsor or any other Person that owns, directly or indirectly, 100% of the
outstanding voting securities of the Sponsor. 


        "Responsible
Officer" means, with respect to the Institutional Trustee, any officer within the Corporate Trust Office of the Institutional Trustee, including any vice-president, any
assistant vice-president, any assistant secretary, the treasurer, any assistant treasurer or other officer of the Corporate Trust Office of the Institutional Trustee customarily performing functions
similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of
that officer's knowledge of and familiarity with the particular subject. 


        "Rule
3a-5" means Rule 3a-5 under the Investment Company Act. 


4





 



        "Securities"
means the Common Securities and the Preferred Securities. 


        "Securities
Act" means the Securities Act of 1933, as amended from time to time or any successor legislation. 


        "Special
Event" has the meaning set forth in Annex I hereto. 


        "Sponsor"
means Protective Life Corporation, a Delaware corporation, or any successor entity in a merger, consolidation or amalgamation, in its capacity as sponsor of the Trust. 


        "Super
Majority" has the meaning set forth in Section 2.6 (a) (ii). 


        "Tax
Event" has the meaning set forth in Annex I hereto. 


        "10%
in liquidation amount of the Securities" means, except as provided in the terms of the Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities voting
together as a single class or, as the context may require, Holders of outstanding Preferred Securities or Holders of outstanding Common Securities voting separately as a class, who are the record
owners of 10% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding Securities of the relevant class. 


        "Treasury
Regulations" means the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the United States Treasury, as such regulations may
be amended from time to time (including corresponding provisions of succeeding regulations). 



        "Trustee"
or "Trustees" means each Person who has signed this Declaration as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other
Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder. 


        "Trust
Indenture Act" means the Trust Indenture Act of 1939, as amended from time to time, or any successor legislation. 


ARTICLE II.

TRUST INDENTURE ACT  


        SECTION 2.1. Trust Indenture Act; Application. (a) This Declaration is subject to the provisions of the Trust Indenture Act that are required to be part of this
Declaration and shall, to the extent applicable, be governed by such provisions. 


        (b)  The
Institutional Trustee shall be the only Trustee which is a Trustee for the purposes of the Trust Indenture Act. 


        (c)  If
and to the extent that any provision of this Declaration limits, qualifies or conflicts with the duties imposed by Section 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control. 


        (d)  The
application of the Trust Indenture Act to this Declaration shall not affect the nature of the Securities as equity securities representing undivided beneficial
interests in the assets of the Trust. 


        SECTION
2.2. Lists of Holders of Securities. (a) The Sponsor and the Regular Trustees on behalf of the Trust shall provide the Institutional Trustee (i) within 14 days after each record
date for payment of Distributions, a list, in such form as the Institutional Trustee may reasonably require, of the names and addresses of the Holders of the Securities ("List of Holders") as of such
record date, provided that neither the Sponsor nor the Regular Trustees, on behalf of the Trust, shall be obligated to provide such List of Holders at any time the List of Holders does not differ from
the most recent List of Holders 


5





 




given to the Institutional Trustee by the Sponsor and the Regular Trustees on behalf of the Trust, and (ii) at any other time, within 30 days of receipt by the Trust of a written request for a List
of Holders as of a date no more than 14 days before such List of Holders is given to the Institutional Trustee. The Institutional Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders given to it or which it receives in the capacity as Paying Agent (if acting in such capacity); provided that the Institutional Trustee may
destroy any List of Holders previously given to it on receipt of a new List of Holders. 


        (b)  The
Institutional Trustee shall comply with its obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act. 


        SECTION
2.3. Reports by the Institutional Trustee. Within 60 days after May 15 of each year, the Institutional Trustee shall provide to the Holders of the Preferred Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Institutional Trustee shall also comply
with the requirements of Section 313(d) of the Trust Indenture Act. 


        SECTION
2.4. Periodic Reports to Institutional Trustee. Each of the Sponsor and the Regular Trustees, on behalf of the Trust, shall provide to the Institutional Trustee and the Holders
such documents, reports and information as required by Section 314 (if any) of the Trust Indenture Act and the compliance certificate required by such Section 314 of the Trust Indenture Act in the
form, in the manner and at the times required thereby. 


        SECTION
2.5. Evidence of Compliance with Conditions Precedent. Each of the Sponsor and the Regular Trustees, on behalf of the Trust, shall provide to the Institutional Trustee such
evidence of compliance with any conditions precedent, if any, provided for in this Declaration that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate. 


        SECTION
2.6. Events of Default; Waiver. (a) The Holders of a Majority in liquidation amount of Preferred Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred Securities and its consequences, provided that, if the underlying Event of Default under the Indenture: 



        (i)
is not waivable under the Indenture, the Event of Default under the Declaration shall also not be waivable; or 


        (ii)
requires the consent or vote of greater than a majority in principal amount of the holders of the Debentures (a "Super Majority") to be waived under the Indenture, the Event of
Default under the Declaration may only be waived by the vote of the Holders of at least the proportion in liquidation amount of the Preferred Securities that the relevant Super Majority represents of
the aggregate principal amount of the Debentures outstanding. 




        The
foregoing provisions of this Section 2.6(a) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such default shall cease to exist, and any Event of Default with respect to
the Preferred Securities arising therefrom shall be deemed to have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Event of
Default with respect to the Preferred Securities or impair any right consequent thereon. Any waiver by the Holders of the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the Common Securities of any such Event of Default with respect to the Common Securities for all purposes of this Declaration
without any further act, vote, or consent of the Holders of the Common Securities. 


6





 

        (b)  The
Holders of a Majority in liquidation amount of the Common Securities may, by vote, on behalf of the Holders of all of the Common Securities, waive any past Event of
Default with respect to the
Common Securities and its consequences, provided that, if the underlying Event of Default under the Indenture: 



        (i)
is not waivable under the Indenture, except where the Holders of the Common Securities are deemed to have waived such Event of Default under the Declaration as provided below in this
Section 2.6(b), the Event of Default under the Declaration shall also not be waivable; or 



        (ii)
requires the consent or vote of a Super Majority to be waived, except where the Holders of the Common Securities are deemed to have waived such Event of Default under the
Declaration as provided below in this Section 2.6(b), the Event of Default under the Declaration may only be waived by the vote of the Holders of at least the proportion in liquidation amount of the
Common Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding; provided further, that each Holder of Common Securities will be deemed to
have waived any such Event of Default and all Events of Default with respect to the Common Securities and its consequences until all Events of Default with respect to the Preferred Securities have
been cured, waived or otherwise eliminated, and until such Events of Default have been so cured, waived or otherwise eliminated, the Institutional Trustee will be deemed with respect to the Preferred
Securities to be acting solely on behalf of the Holders of the Preferred Securities and only the Holders of the Preferred Securities will have the right to direct the Institutional Trustee in
accordance with the terms of the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this Declaration and the Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such default shall cease to exist and any Event of Default with respect to the Common Securities arising therefrom shall be deemed to have been
cured for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Event of Default with respect to the Common Securities or impair any right consequent
thereon. 




        (c)  A
waiver of an Event of Default under the Indenture by the Institutional Trustee at the direction of the Holders of the Preferred Securities constitutes a waiver of the
corresponding Event of Default with respect to the Preferred Securities under this Declaration. Any waiver of an Event of Default under the Indenture by the Institutional Trustee at the direction of
the Holders of the Preferred Securities shall also be deemed to constitute a waiver by the Holders of the Common Securities of the corresponding Event of Default under this Declaration with respect to
the Common Securities for all purposes of this Declaration without further act, vote or consent of the Holders of the Common Securities. The foregoing provisions of this Section 2.6(c) shall be in
lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration and the Securities, as permitted by
the Trust Indenture Act. 


        SECTION
2.7. Event of Default; Notice. (a) The Institutional Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to
the Holders of the Securities, notices of all defaults with respect to the Securities actually known to a Responsible Officer of the Institutional Trustee, unless such defaults have been cured before
the giving of such notice (the term "defaults" for the purposes of this Section 2.7 being hereby defined to be an Event of Default as defined in the Indenture, not including any periods of grace
provided for therein and irrespective of the giving of any notice provided therein); provided that, except with respect to a default in the
payment of principal of (or premium, if any) or interest on any of the Debentures or in the payment of any sinking fund installment established for the Debentures, the Institutional Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of the Institutional 


7





 




Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities. 


        (b)  The
Institutional Trustee shall not be deemed to have knowledge of any default except: 



        (i)
a default under Sections 5.1 or 5.3 of the Indenture; or 


        (ii)
any default as to which the Institutional Trustee shall have received written notice or of which a Responsible Officer of the Institutional Trustee charged with the administration
of the Declaration shall have actual knowledge. 



ARTICLE III.

ORGANIZATION  


        SECTION 3.1. Name. The Trust is named "PLC Capital Trust V," as such name may be modified from time to time by the Regular Trustees following written notice to
the Holders of Securities and the filing of a certificate of amendment under the Statutory Trust Act. The Trust's activities may be conducted under the name of the Trust or any other name deemed
advisable by the Regular Trustees. 


        SECTION
3.2. Office. The address of the principal office of the Trust is 2801 Highway 280 South, Birmingham, Alabama 35223. On ten Business Days' written notice to the Holders of
Securities, the Regular Trustees may designate another principal office. 


        SECTION
3.3. Purpose. The exclusive purposes and functions of the Trust are (i) issuing the Preferred Securities and the Common Securities representing undivided beneficial interests in
the assets of the Trust, (ii) investing the gross proceeds of the Securities in the Debentures and (iii) engaging in only those other activities necessary or incidental thereto. The Trust shall not
borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal income tax purposes as a grantor trust. 


        The
Trustees, the Sponsor and the Holders of the Preferred Securities and Common Securities (by their acceptance of such Securities) agree not to take any position for United States
federal income tax purposes which is contrary to the classification of the Trust as a grantor trust. 


        SECTION
3.4. Authority. Subject to the limitations provided in this Declaration and to the specific duties of the Institutional Trustee, the Regular Trustees shall have exclusive and
complete authority to carry out the purposes of the Trust. An action taken by the Regular Trustees in accordance with their powers shall constitute the act of and serve to bind the Trust and an action
taken by the Institutional Trustee on behalf of the Trust in accordance with its powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the
Trust, no person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the
Trustees as set forth in this Declaration. 


        SECTION
3.5. Title to Property of the Trust. Except as provided in Section 3.8 with respect to the Debentures and the Institutional Trustee Account or as otherwise provided in this
Declaration, legal title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust. 


        SECTION
3.6. Powers and Duties of the Regular Trustees. The Regular Trustees shall have the exclusive power, duty and authority to cause the Trust to engage in the following activities: 



        (a)  to
issue and sell the Preferred Securities and the Common Securities in accordance with this Declaration; provided, however, that the Trust may issue no more than one
series of Preferred Securities and no more than one series of Common Securities, and, provided further, that there shall be no interests in the Trust other than the Securities, and the issuance of
Securities shall be 



8





 


limited to a simultaneous issuance of both Preferred Securities and Common Securities on the Closing Date; 


        (b)  in
connection with the issue and sale of the Preferred Securities, at the direction of the Sponsor, to: 



        (i)
execute and file with the Commission the registration statement on Form S-3 prepared by the Sponsor, including any amendments thereto, pertaining to the Preferred Securities; 


        (ii)
execute and file any documents prepared by the Sponsor, or take any acts as determined by the Sponsor to be necessary or advisable in order to qualify or register all or part of the
Preferred Securities in any State in which the Sponsor has determined to qualify or register such Preferred Securities for sale; 


        (iii)
execute and file an application, prepared by the Sponsor, to the New York Stock Exchange, Inc. or any other national stock exchange or the Nasdaq Stock Market's National Market for
listing upon notice of issuance of any Preferred Securities pursuant to Section 3.8; 


        (iv)
execute and file with the Commission a registration statement on Form 8-A, including any amendments thereto, prepared by the Sponsor, relating to the registration of the Preferred
Securities under Section 12(b) of the Exchange Act; and 


        (v)
execute and enter into the Purchase Agreement providing for the sale of the Preferred Securities; 




        (c)  to
acquire the Debentures with the proceeds of the sale of the Preferred Securities and the Common Securities; provided, however, that the Regular Trustees shall cause
legal title to the Debentures to be held of record in the name of the Institutional Trustee for the benefit of the Holders of the Preferred Securities and the Holders of Common Securities pursuant to
Section 3.8; 


        (d)  to
give the Sponsor and the Institutional Trustee prompt written notice of the occurrence of a Tax Event; provided that the Regular Trustees shall consult with the
Sponsor and the Institutional Trustee before taking or refraining from taking any Ministerial Action in relation to a Tax Event; 



        (e)  to
establish a record date with respect to all actions to be taken hereunder that require a record date to be established, including and with respect to, for the
purposes of Section 316(c) of the Trust Indenture Act, Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Preferred Securities and Holders of
Common Securities as to such actions and applicable record dates; 


        (f)    to
take all actions and perform such duties as may be required of the Regular Trustees pursuant to the terms of the Securities; 



        (g)  to
bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Trust ("Legal Action"), unless
pursuant to Section 3.8(e), the Institutional Trustee has the exclusive power to bring such Legal Action; 


        (h)  to
employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and consultants and pay
reasonable compensation for such services; 


        (i)    to
cause the Trust to comply with the Trust's obligations under the Trust Indenture Act; 



        (j)    to
give the certificate required by Section 314(a)(4) of the Trust Indenture Act to the Institutional Trustee, which certificate may be executed by any Regular Trustee; 



9





 




        (k)  to
incur expenses that are necessary, appropriate, convenient or incidental to carry out any of the purposes of the Trust; 



        (l)    to
act as, or appoint another Person to act as, registrar and transfer agent for the Securities; 


        (m)  to
give prompt written notice to the Holders of the Securities of any notice received from the Debenture Issuer of its election to defer payments of interest on the
Debentures by extending the interest payment period under the Indenture; 


        (n)  to
take all action that may be necessary or appropriate for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a
statutory business trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was created; 


        (o)  to
take any action, not inconsistent with this Declaration or with applicable law, that the Regular Trustees determine in their discretion to be necessary or desirable
in carrying out the activities of the Trust as set out in this Section 3.6, including, but not limited to: 



        (i)
causing the Trust not to be deemed to be an Investment Company required to be registered under the Investment Company Act; 


        (ii)
causing the Trust to continue to be classified for United States federal income tax purposes as a grantor trust; and 


        (iii)
cooperating with the Debenture Issuer to ensure that the Debentures will be treated as indebtedness of the Debenture Issuer for United States federal income tax purposes, 




provided
that such action does not adversely affect the interests of the Holders; 



        (p)  to
take all action necessary to cause all applicable tax returns and tax information reports that are required to be filed with respect to the Trust to be duly prepared
and filed by the Regular Trustees, on behalf of the Trust; and 


        (q)  to
execute all documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the
foregoing. 




        The
Regular Trustees must exercise the powers set forth in this Section 3.6 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and the
Regular Trustees shall not take any action that is inconsistent with the purposes and functions of the Trust set forth in Section 3.3. 


        Subject
to this Section 3.6, the Regular Trustees shall have none of the powers or the authority of the Institutional Trustee set forth in Section 3.8. 


        Any
expenses incurred by the Regular Trustees pursuant to this Section 3.6 shall be reimbursed by the Debenture Issuer. 


        SECTION
3.7. Prohibition of Actions by the Trust and the Trustees. 


        (a)  The
Trust shall not, and the Trustees (including the Institutional Trustee) shall not, engage in any activity other than as required or authorized by this Declaration.
In particular, the Trust shall not and the Trustees (including the Institutional Trustee) shall cause the Trust not to: 



        (i)
invest any proceeds received by the Trust from holding the Debentures, but shall distribute all such proceeds to Holders of Securities pursuant to the terms of this Declaration and
of the Securities; 



10





 

        (ii)
acquire any assets other than as expressly provided herein; 


        (iii)
possess Trust property for other than a Trust purpose as set forth in Section 3.3; 


        (iv)
make any loans or incur any indebtedness other than loans represented by the Debentures; 


        (v)
possess any power or otherwise act in such a way as to vary the Trust assets or the terms of the Securities in any way whatsoever; 


        (vi)
issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Securities; or 


        (vii)
other than as provided in this Declaration (including, without limitation, Annex I), (A) direct the time, method and place of exercising any trust or power conferred upon the
Debenture Trustee with respect to the Debentures, (B) waive any past default under the Indenture, (C) exercise any right to rescind or annul any declaration that the principal of all the Debentures
shall be due and payable, or (D) consent to any amendment, modification or termination of the Indenture or the Debentures where such consent shall be required unless the Trust shall have received an
opinion of nationally recognized tax counsel to the effect that such modification will not cause more than an insubstantial risk that for United States federal income tax purposes the Trust will be
classified as other than a grantor trust as a result of such action. 




        SECTION
3.8. Powers and Duties of the Institutional Trustee. (a) The legal title to the Debentures shall be owned by and held of record in the name of the Institutional Trustee in trust
for the benefit of the Holders of the Securities. The right, title and interest of the Institutional Trustee to the Debentures shall vest automatically in each Person who may hereafter be appointed as
Institutional Trustee in accordance with Section 5.6. Such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Debentures have been executed and
delivered. 


        (b)  The
Institutional Trustee shall not transfer its right, title and interest in the Debentures to the Regular Trustees or to the Delaware Trustee (if the Institutional
Trustee does not also act as Delaware Trustee). 


        (c)  The
Institutional Trustee shall: 



        (i)
establish and maintain a segregated non-interest bearing trust account (the "Institutional Trustee Account") in the name of and under the exclusive control of the Institutional
Trustee on behalf of the Holders of the Securities and, upon the receipt of payments of funds made in respect of the Debentures held by the Institutional Trustee, deposit such funds into the
Institutional Trustee Account and make payments to the Holders of the Preferred Securities and Holders of the Common Securities from the Institutional Trustee Account in accordance with Section 6.1.
Funds in the Institutional Trustee Account shall be held uninvested until disbursed in accordance with this Declaration. The Institutional Trustee Account shall be an account that is maintained with a
banking institution the rating on whose long-term unsecured indebtedness is at least equal to the rating assigned to the Preferred Securities by a "nationally recognized statistical rating
organization," as that term is defined for purposes of Rule 436(g)(2) under the Securities Act; 



        (ii)
engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Preferred Securities and the Common Securities pursuant to this
Declaration (including, without limitation, Annex I) to the extent the Debentures are redeemed or mature; and 


        (iii)
upon written notice of distribution issued by the Regular Trustees in accordance with the terms of the Securities, engage in such ministerial activities as shall be necessary or
appropriate to effect the distribution of the Debentures to Holders of Securities upon the occurrence of certain special events (as may be defined in the terms of the Securities) arising from a change
in law or a 



11





 





change in legal interpretation or other specified circumstances pursuant to the terms of the Securities. 




        (d)  The
Institutional Trustee shall take all actions and perform such duties as may be specifically required of the Institutional Trustee pursuant to the terms of the
Securities. 


        (e)  The
Institutional Trustee shall take any Legal Action which arises out of or in connection with an Event of Default of which a Responsible Officer of the Institutional
Trustee has actual knowledge of the Institutional Trustee's duties and obligations under this Declaration or the Trust Indenture Act. 


        (f)    The
Institutional Trustee shall not resign as a Trustee unless either: 



        (i)
the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of Securities pursuant to the terms of the Securities; or 



        (ii)
a Successor Institutional Trustee (as defined in Section 5.6) has been appointed and has accepted that appointment in accordance with Section 5.6. 




        (g)  The
Institutional Trustee shall have the legal power to exercise all of the rights, powers and privileges of a holder of Debentures under the Indenture and, if an Event
of Default actually known to a Responsible Officer of the Institutional Trustee occurs and is continuing, the Institutional Trustee shall, for the benefit of Holders of the Securities, enforce its
rights as holder of the Debentures subject to the rights of the Holders pursuant to the terms of such Securities. 



        (h)  Subject
to this Section 3.8, the Institutional Trustee shall have none of the duties, liabilities, powers or the authority of the Regular Trustees set forth in Section
3.6. 


        The
Institutional Trustee must exercise the powers set forth in this Section 3.8 in a manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and
the Institutional Trustee shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 3.3. 


        SECTION
3.9. Certain Duties and Responsibilities of the Institutional Trustee. (a) The Institutional Trustee, before the occurrence of any Event of Default and after the curing of all
Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Declaration and no implied covenants shall be read into this Declaration
against the Institutional Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) of which a Responsible Officer of the Institutional Trustee has
actual knowledge, the Institutional Trustee shall exercise such of the rights and powers vested in it by this Declaration, and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of his or her own affairs. 



        (b)  No
provision of this Declaration shall be construed to relieve the Institutional Trustee from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that: 



        (i)
prior to the occurrence of an Event of Default and after the curing or waiving of all such Events of Default that may have occurred: 



        (A)  the
duties and obligations of the Institutional Trustee shall be determined solely by the express provisions of this Declaration and the Institutional Trustee shall not
be liable except for the performance of such duties and obligations as are specifically set forth in this Declaration, and no implied covenants or obligations shall be read into this Declaration
against the Institutional Trustee; and 


        (B)  in
the absence of bad faith on the part of the Institutional Trustee, the Institutional Trustee may conclusively rely, as to the truth of the statements and the
correctness of the 




12





 






opinions expressed therein, upon any certificates or opinions furnished to the Institutional Trustee and conforming to the requirements of this Declaration; but in the case of any such certificates
or opinions that by any provision hereof are specifically required to be furnished to the Institutional Trustee, the Institutional Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Declaration; 




        (ii)
the Institutional Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Institutional Trustee, unless it shall be proved that the
Institutional Trustee was negligent in ascertaining the pertinent facts; 



        (iii)
the Institutional Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not
less than a Majority in liquidation amount of the Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising
any trust or power conferred upon the Institutional Trustee under this Declaration; 


        (iv)
no provision of this Declaration shall require the Institutional Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the
terms of this Declaration or indemnity reasonably satisfactory to the Institutional Trustee against such risk or liability is not reasonably assured to it; 


        (v)
the Institutional Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Institutional Trustee Account shall be to deal
with such property in a similar manner as the Institutional Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the
Institutional Trustee under this Declaration and the Trust Indenture Act; 



        (vi)
the Institutional Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Debentures or the payment of any taxes or
assessments levied thereon or in connection therewith; 


        (vii)
the Institutional Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Sponsor. Money held by the Institutional
Trustee need not be segregated from other funds held by it except in relation to the Institutional Trustee Account maintained by the Institutional Trustee pursuant to Section 3.8(c)(i) and except to
the extent otherwise required by law; and 


        (viii)
the Institutional Trustee shall not be responsible for monitoring the compliance by the Regular Trustees or the Sponsor with their respective duties under this Declaration, nor
shall the Institutional Trustee be liable for any default or misconduct of the Regular Trustees or the Sponsor. 




        SECTION
3.10. Certain Rights of Institutional Trustee. (a) Subject to the provisions of Section 3.9: 



        (i)
the Institutional Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties; 


        (ii)
any direction or act of the Sponsor or the Regular Trustees contemplated by this Declaration shall be sufficiently evidenced by a Direction or an Officers' Certificate; 



13





 




        (iii)
whenever, in the administration of this Declaration, the Institutional Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting
any action hereunder, the Institutional Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers'
Certificate which, upon receipt of such request, shall be promptly delivered by the Sponsor or the Regular Trustees; 


        (iv)
the Institutional Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under
tax or securities laws) or any rerecording, refiling or registration thereof; 



        (v)
the Institutional Trustee may consult with counsel or other experts and the advice or opinion of such counsel and experts with respect to legal matters or advice within the scope of
such experts' area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such
advice or opinion, it being understood that such counsel may be counsel to the Sponsor or any of its Affiliates, and may include any of its employees. The Institutional Trustee shall have the right at
any time to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction; 



        (vi)
the Institutional Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration at the request or direction of any Holder, unless
such Holder shall have provided to the Institutional Trustee security and indemnity, reasonably satisfactory to the Institutional Trustee, against the costs, expenses (including attorneys' fees and
expenses and the expenses of the Institutional Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Institutional Trustee provided, that, nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the Institutional Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Declaration; 



        (vii)
the Institutional Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Institutional Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit; 


        (viii)
the Institutional Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or
attorneys and the Institutional Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 



        (ix)
any action taken by the Institutional Trustee or its agents hereunder shall bind the Trust and the Holders of the Securities, and the signature of the Institutional Trustee or its
agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Institutional Trustee to so act or as to its
compliance with any of the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Institutional Trustee's or its agent's taking such action; 


        (x)
whenever in the administration of this Declaration the Institutional Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking
any other action hereunder, the Institutional Trustee (i) may request instructions from the Holders of the Securities which instructions may only be given by the Holders of the same proportion in
liquidation amount of the Securities as would be entitled to direct the Institutional Trustee under 



14





 





the terms of the Securities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and
(iii) shall be protected in conclusively relying on or acting in accordance with such instructions; and 



        (xi)
except as otherwise expressly provided by this Declaration, the Institutional Trustee shall not be under any obligation to take any action that is discretionary under the provisions
of this Declaration. 




        (b)  No
provision of this Declaration shall be deemed to impose any duty or obligation on the Institutional Trustee to perform any act or acts or exercise any right, power,
duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Institutional Trustee shall be unqualified or incompetent in accordance with applicable
law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Institutional Trustee shall be construed to be a duty. 


        SECTION
3.11. Delaware Trustee. Notwithstanding any other provision of this Declaration other than Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities of the Regular Trustees or the Institutional Trustee described in this Declaration. Except as set forth in Section 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Statutory Trust Act. 



        SECTION
3.12. Execution of Documents. Unless otherwise determined by the Regular Trustees, and except as otherwise required by the Statutory Trust Act, any Regular Trustee is authorized
to execute on behalf of the Trust any documents that the Regular Trustees have the power and authority to execute pursuant to Section 3.6; provided that, the registration statement referred to in
Section 3.6(b)(i), including any amendments thereto, shall be signed by all of the Regular Trustees. 


        SECTION
3.13. Not Responsible for Recitals or Issuance of Securities. The recitals contained in this Declaration and the Securities shall be taken as the statements of the Sponsor, and
the Trustees do not assume any responsibility for their correctness. The Trustees make no representations as to the value or condition of the property of the Trust or any part thereof. The Trustees
make no representations as to the validity or sufficiency of this Declaration or the Securities. 


        SECTION
3.14. Duration of Trust. The Trust, unless terminated earlier pursuant to the provisions of Article VIII hereof, shall have existence for fifty-five (55) years from the issuance
of the Debentures. 


        SECTION
3.15. Mergers. (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an
entirety to any corporation or other body, except as described in Sections 3.15(b) and (c). 



        (b)  The
Trust may, with the consent of the Regular Trustees (or, if there are more than two, a majority of the Regular Trustees) and without the consent of the Holders of
the Securities, the Delaware Trustee or the Institutional Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the laws of any State; provided that: 



        (i)
such successor entity (the "Successor Entity") either: 



        (A)  expressly
assumes all of the obligations of the Trust under the Securities; or 



        (B)  substitutes
for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Preferred Securities rank with respect to Distributions and payments upon liquidation, redemption and otherwise; 




        (ii)
the Debenture Issuer expressly acknowledges a trustee of the Successor Entity that possesses the same powers and duties as the Institutional Trustee as the Holder of the Debentures; 



15





 

        (iii)
the Preferred Securities or any Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or
with another organization on which the Preferred Securities are then listed or quoted; 


        (iv)
such merger, consolidation, amalgamation or replacement does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized
statistical rating organization; 


        (v)
such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor
Securities) in any material respect (other than with respect to any dilution of such Holders' interests in the Preferred Securities as a result of such merger, consolidation, amalgamation or
replacement); 


        (vi)
such Successor Entity has a purpose identical to that of the Trust; 



        (vii)
prior to such merger, consolidation, amalgamation or replacement, the Sponsor has received an opinion of a nationally recognized independent counsel to the Trust experienced in
such matters to the effect that: 



        (A)  such
merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any
Successor Securities) in any material respect (other than with respect to any dilution of the Holders' interest in the new entity); and 


        (B)  following
such merger, consolidation, amalgamation or replacement, neither the Trust nor the Successor Entity will be required to register as an Investment Company; 



        (C)  following
such merger, consolidation, amalgamation or replacement, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United
States federal income tax purposes; and 




        (viii)
the Sponsor guarantees the obligations of such Successor Entity under the Successor Securities at least to the extent provided by the Preferred Securities Guarantee. 




        (c)  Notwithstanding
Section 3.15(b), the Trust shall not, except with the consent of Holders of 100% in liquidation amount of the Securities, consolidate, amalgamate, merge
with or into, or be replaced by any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement
would cause the Trust or Successor Entity to be classified as other than a grantor trust for United States federal income tax purposes. 


ARTICLE IV.

SPONSOR  


        SECTION 4.1. Sponsor's Purchase of Common Securities. On the Closing Date at the same time as the Preferred Securities are sold, the Sponsor will purchase all of
the Common Securities issued by the Trust, in an amount at least equal to 3% of the aggregate capital of the Trust after giving effect to such sale of Preferred Securities. 



        SECTION
4.2. Responsibilities of the Sponsor. In connection with the issue and sale of the Preferred Securities, the Sponsor shall have the exclusive right and responsibility to engage
in the following activities: 



        (a)  to
prepare for filing by the Trust with the Commission a registration statement on Form S-3 in relation to the Preferred Securities, including any amendments thereto; 



16





 

        (b)  to
determine the States in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and to do any and all such acts,
other than actions which must be taken by the Trust, advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor
deems necessary or advisable in order to comply with the applicable laws of any such States; 


        (c)  to
prepare for filing by the Trust an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing upon
notice of issuance of any Preferred Securities; 


        (d)  to
prepare for filing by the Trust with the Commission a registration statement on Form 8-A relating to the registration of the Preferred Securities under Section 12(b)
of the Exchange Act, including any amendments thereto; and 


        (e)  to
negotiate the terms of the Purchase Agreement providing for the sale of the Preferred Securities. 



ARTICLE V.

TRUSTEES  


        SECTION 5.1. Number of Trustees. The number of Trustees initially shall be three (3), and: 



        (a)  at
any time before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the number of Trustees; and 


        (b)  after
the issuance of any Securities, the number of Trustees may be increased or decreased by vote of the Holders of a Majority in liquidation amount of the Common
Securities voting as a class at a meeting of the Holders of the Common Securities; provided, however, that the number of Trustees shall in no event be less than two (2); provided further that (1) one
Trustee meets the requirements of Sections 5.2(a) or 


        (b);  (2)
there shall be at least one Trustee who is an employee or officer of, or is affiliated with, the Sponsor (a "Regular Trustee"); and (3) one Trustee shall be the
Institutional Trustee for so long as this Declaration is required to qualify as an indenture under the Trust Indenture Act, and such Trustee may also serve as Delaware Trustee if it meets the
applicable requirements. 




        SECTION
5.2. Delaware Trustee. If required by the Statutory Trust Act, one Trustee (the "Delaware Trustee") shall be: 



        (a)  a
natural person who is a resident of the State of Delaware; or 


        (b)  if
not a natural person, an entity which has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable law, provided
that, if the Institutional Trustee has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable law, then the Institutional Trustee shall also be the
Delaware Trustee and Section 3.11 shall have no application. 


        (c)  The
initial Delaware Trustee shall be: 



Wilmington
Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration 




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        SECTION
5.3. Institutional Trustee; Eligibility. (a) There shall at all times be one Trustee which shall act as Institutional Trustee and which shall: 



        (i)
not be an Affiliate of the Sponsor; and 


        (ii)
be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or
Person permitted by the Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 5.3(a)(ii), the
combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 




        (b)  If
at any time the Institutional Trustee shall cease to be eligible to so act under Section 5.3(a), the Institutional Trustee shall immediately resign in the manner and
with the effect set forth in Section 5.6(c). 


        (c)  If
the Institutional Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Institutional Trustee
and the Holder of the Common Securities (as if it were the obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all respects comply with the provisions of Section 310(b) of the
Trust Indenture Act. 


        (d)  The
Preferred Securities Guarantee shall be deemed to be specifically described in this Declaration for purposes of clause (i) of the first provision contained in
Section 310(b) of the Trust Indenture Act. 


        (e)  The
initial Institutional Trustee shall be: 



Wilmington
Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration 




        SECTION
5.4. Certain Qualifications of Regular Trustees and Delaware Trustee Generally. Each Regular Trustee and the Delaware Trustee (unless the Institutional Trustee also acts as
Delaware Trustee) shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers. 


        SECTION
5.5. Regular Trustees. The initial Regular Trustees shall be: 



Richard
J. Bielen

c/o Protective Life Corporation

2801 Highway 280 South

Birmingham, Alabama 35223 


Jerry
W. DeFoor

c/o Protective Life Corporation

2801 Highway 280 South

Birmingham, Alabama 35223 



        (a)  Except
as expressly set forth in this Declaration and except if a meeting of the Regular Trustees is called with respect to any matter over which the Regular Trustees
have power to act, 



18





 





any power of the Regular Trustees may be exercised by, or with the consent of, any one such Regular Trustee. 


        (b)  As
more specifically provided in Section 5.10, a Regular Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the Regular Trustees have power and authority to cause the Trust to execute pursuant to Section 3.6. 




        SECTION
5.6. Appointment, Removal and Resignation of Trustees. (a) subject to Section 5.6(b), Trustees may be appointed or removed without cause at any time: 



        (i)
until the issuance of any Securities, by written instrument executed by the Sponsor; and 



        (ii)
after the issuance of any Securities, by vote of the Holders of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holders of the Common
Securities. 




        (b)  (i)
The Trustee that acts as Institutional Trustee shall not be removed in accordance with Section 5.6(a) until a Successor Institutional Trustee (a "Successor
Institutional Trustee") has been appointed and has accepted such appointment by written instrument executed by such Successor Institutional Trustee and delivered to the Regular Trustees and the
Sponsor; and 



        (ii)
the Trustee that acts as Delaware Trustee shall not be removed in accordance with this Section 5.6(a) until a successor Trustee possessing the qualifications to act as Delaware
Trustee under Sections 5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered
to the Regular Trustees and the Sponsor. 




        (c)  A
Trustee appointed to office shall hold office until his successor shall have been appointed or until his death, removal or resignation. Any Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered to the
Sponsor and the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that: 



        (i)
No such resignation of the Trustee that acts as the Institutional Trustee shall be effective: 



        (A)  until
a Successor Institutional Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Institutional Trustee and delivered
to the Trust, the Sponsor and the resigning Institutional Trustee; or 


        (B)  until
the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the holders of the Securities; and 




        (ii)
no such resignation of the Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the resigning Delaware Trustee. 




        (d)  The
Holders of the Common Securities shall use their best efforts to promptly appoint a Successor Delaware Trustee or Successor Institutional Trustee, as the case may
be, if the Institutional Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this Section 5.6. 


        (e)  If
no Successor Institutional Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 5.6 within 60 days
after delivery to the Sponsor and the Trust of an instrument of resignation, the resigning Institutional Trustee or Delaware Trustee, as applicable, may petition any court of competent jurisdiction
for appointment of a Successor 


19





 




Institutional Trustee or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper and prescribe, appoint a Successor Institutional Trustee or
Successor Delaware Trustee, as the case may be. 


        (f)    No
Institutional Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Institutional Trustee or Successor Delaware Trustee, as
the case may be. 


        SECTION
5.7. Vacancies Among Trustees. If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees
is increased pursuant to Section 5.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by
the Regular Trustees (or, if there are more than two, a majority of the Regular Trustees) shall be conclusive evidence of the existence of such vacancy. Any such vacancy shall be filled with a Trustee
appointed in accordance with Section 5.6. 


        SECTION
5.8. Effect of Vacancies. The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to annul the Trust. Whenever a vacancy in the number of Regular Trustees shall occur, until such vacancy is filled by the appointment of a Regular Trustee in accordance with Section 5.6,
the Regular Trustees in office, regardless of their number, shall have all the powers granted to the Regular Trustees and shall discharge all the duties imposed upon the Regular Trustees by this
Declaration. 


        SECTION
5.9. Meetings. If there is more than one Regular Trustee, meetings of the Regular Trustees shall be held from time to time upon the call of any Regular Trustee. Regular meetings
of the Regular Trustees may be held at a time and place fixed by resolution of the Regular Trustees. Notice of any in-person meetings of the Regular Trustees shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Regular Trustees or any
committee thereof shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before such meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of a Regular Trustee at a meeting shall constitute a waiver of
notice of such meeting except where a Regular Trustee attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any action of the Regular Trustees may be taken at a meeting by vote of a majority of the Regular Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided that a Quorum is present, or without a meeting by the unanimous written consent of the Regular Trustees. In the event there
is only one Regular Trustee, any and all action of such Regular Trustee shall be evidenced by a written consent of such Regular Trustee. 


        SECTION
5.10. Delegation of Power. (a) Any Regular Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her
power for the purpose of executing any documents contemplated in Section 3.6, including any registration statement or amendment thereto filed with the Commission, or making any other governmental
filing; and 


        (b)  the
Regular Trustees shall have power to delegate from time to time to such of their number or to officers of the Trust the doing of such things and the execution of
such instruments either in the name of the Trust or the names of the Regular Trustees or otherwise as the Regular Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein. 


        SECTION
5.11. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Institutional Trustee or the Delaware Trustee, as the case may be, may be merged
or converted or with which either may be consolidated, or any corporation resulting from any merger, 


20





 




conversion or consolidation to which the Institutional Trustee or the Delaware Trustee, as the case may be, shall be a party, or any corporation succeeding to all or substantially all the corporate
trust business of the Institutional Trustee or the Delaware Trustee, as the case may be, shall be the successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder,
provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. 


ARTICLE VI.

DISTRIBUTIONS  


        SECTION 6.1. Distributions. Holders shall receive Distributions (as defined herein) in accordance with the applicable terms of the relevant Holder's Securities.
Distributions shall be made on the Preferred Securities and the Common Securities in accordance with the preferences set forth in their respective terms. If and to the extent that the Debenture Issuer
makes a payment of interest (including Compounded Interest (as defined in the Indenture) and Additional Interest (as defined in the Indenture)), premium and/or principal on the Debentures held by the
Institutional Trustee (the amount of any such payment being a "Payment Amount"), the Institutional Trustee shall and is directed, to the extent funds are available for that purpose, to make a
distribution (a "Distribution") of such Payment Amount to Holders. 


ARTICLE VII.

ISSUANCE OF SECURITIES  


        SECTION 7.1. General Provisions Regarding Securities. (a) The Regular Trustees shall, on behalf of the Trust, issue one class of preferred securities representing
undivided beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the "Preferred Securities") and one class of common securities representing undivided
beneficial interests in the assets of the Trust having such terms as are set forth in Annex I (the "Common Securities"). The Trust shall issue no securities or other interests in the assets of the
Trust other than the Preferred Securities and the Common Securities. 


        (b)  The
Certificates shall be signed on behalf of the Trust by a Regular Trustee. Such signature shall be the manual signature of any present or any future Regular Trustee.
In case any Regular Trustee of the Trust who shall have signed any of the Securities shall cease to be such Regular Trustee before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Regular Trustee; and any Certificate may be signed on behalf of the Trust by such
persons who, at the actual date of execution of such Security, shall be the Regular Trustees of the Trust, although at the date of the execution and delivery of the Declaration any such person was not
such a Regular Trustee. Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Regular Trustees, as evidenced by their
execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements as the Regular Trustees may deem appropriate, or as may be required to comply with any law or with any rule or regulation
of any stock exchange on which Securities may be listed, or to conform to usage. 



        (c)  The
consideration received by the Trust for the issuance of the Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to
the Trust. 


        (d)  Upon
issuance of the Securities as provided in this Declaration, the Securities so issued shall be deemed to be validly issued, fully paid and (subject to Section 10.1)
non-assessable. 


        (e)  Every
Person, by virtue of having become a Holder or a Preferred Security Beneficial Owner in accordance with the terms of this Declaration, shall be deemed to have
expressly assented and agreed to the terms of, and shall be bound by, this Declaration. 


21





 



        SECTION
7.2. Paying Agent. In the event that the Preferred Securities are not in book-entry only form, the Trust shall maintain in the borough of Manhattan, The City of New York, State
of New York, an office or agency where the Preferred Securities may be presented for payment ("Paying Agent"), and any such Paying Agent shall comply with Section 317(b) of the Trust Indenture Act.
The Trust may appoint the Paying Agent and may appoint one or more additional paying agents in such other locations as it shall determine. The term "Paying Agent" includes any such additional paying
agent. The Trust may change any Paying Agent without prior notice to any Holder. The Trust shall notify the Institutional Trustee of the name and address of any Agent not a party to this Declaration.
If the Trust fails to appoint or maintain another entity as Paying Agent, the Institutional Trustee shall act as such. The Trust or any of its Affiliates may act as Paying Agent. The Institutional
Trustee shall initially act as Paying Agent for the Preferred Securities and the Common Securities. 


ARTICLE VIII.

TERMINATION OF TRUST  



        SECTION 8.1. Termination of Trust. (a) The Trust shall dissolve in the earlier to occur of 55 years after the issuance of the Debentures or: 



        (i)
upon the bankruptcy of the Sponsor; 


        (ii)
upon the filing of a certificate of dissolution or its equivalent with respect to the Sponsor or the revocation of the Sponsor's charter and the expiration of 90 days after the date
of revocation without a reinstatement thereof; 


        (iii)
upon the consent of a Majority in liquidation amount of the Securities affected thereby voting together as a single class to dissolve the Trust; 



        (iv)
upon the entry of a decree of judicial dissolution of the Holder of the Common Securities, the Sponsor or the Trust; 


        (v)
when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders, in each case in accordance with
the terms of the Securities; 


        (vi)
at the election of the Sponsor (which is wholly within its sole discretion) at any time pursuant to which the Trust shall have been dissolved in accordance with the terms of the
Securities as set forth in Annex I and all of the Debentures endorsed thereon shall have been distributed to the Holders of Securities in exchange for all of the Securities; or 



        (vii)
before the issuance of any Securities, with the consent of all of the Regular Trustees and the Sponsor. 




        (b)  As
soon as is practicable after the occurrence of an event referred to in Section 8.1(a) and upon completion of the winding-up of the Trust and payment of all
liabilities of the Trust, the Trustees shall file a certificate of cancellation with the Secretary of State of the State of Delaware and the Trust shall terminate. 


        (c)  The
provisions of Article X shall survive the termination of the Trust. 


ARTICLE IX.

TRANSFER OF INTERESTS  


        SECTION 9.1. Transfer of Securities. (a) Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this
Declaration and in the terms of the Securities. Any transfer or purported transfer of any Security not made in accordance with this Declaration shall be null and void. 


22





 



        (b)  Subject
to this Article IX, Preferred Securities shall be freely transferable. 



        (c)  Subject
to this Article IX, the Sponsor and any Related Party may only transfer Common Securities to the Sponsor or a Related Party of the Sponsor; provided that, any
such transfer is subject to the condition precedent that the transferor obtain the written opinion of nationally recognized independent counsel experienced in such matters that such transfer would not
cause more than an insubstantial risk that: 



        (i)
the Trust would not continue to be classified for United States federal income tax purposes as a grantor trust; and 


        (ii)
the Trust would be an Investment Company or the transferee would become an Investment Company. 




        SECTION
9.2. Transfer of Certificates. The Regular Trustees shall provide for the registration of Certificates and of transfers of Certificates, which will be effected without charge but
only upon payment (with such indemnity as the Regular Trustees may require) in respect of any tax or other government charges that may be imposed in relation to it. Upon surrender for registration of
transfer of any Certificate, the Regular Trustees shall cause one or more new Certificates to be issued in the name of the designated transferee or transferees. Every Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Regular Trustees duly executed by the Holder or such Holder's attorney duly authorized in
writing. Each Certificate surrendered for registration of transfer shall be canceled by the Regular Trustees. A transferee of a Certificate shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the receipt by such transferee of a Certificate. By acceptance of a Certificate, each transferee shall be deemed to have agreed to be bound by this Declaration. 


        SECTION
9.3. Deemed Security Holders. The Trustees may treat the Person in whose name any Certificate shall be registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes of receiving Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Certificate or in the Securities represented by such Certificate on the part of any Person, whether or not the Trust shall have actual or other notice
thereof. 


        SECTION
9.4. Book Entry Interests. Unless otherwise specified in the terms of the Preferred Securities, the Preferred Securities Certificates, on original issuance, will be issued in the
form of one or more fully registered, global Preferred Security Certificates (each a "Global Certificate"), to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such
Global Certificate(s) shall initially be registered on the books and records of the Trust in the name of Cede & Co., the nominee of DTC, and no Preferred Security Beneficial Owner will receive a
definitive Preferred Security Certificate representing such Preferred Security Beneficial Owner's interests in such Global Certificate(s), except as provided in Section 9.7. Unless and until
definitive, fully registered Preferred Security Certificates (the "Definitive Preferred Security Certificates") have been issued to the Preferred Security Beneficial Owners pursuant to Section 9.7: 



        (a)  the
provisions of this Section 9.4 shall be in full force and effect; 


        (b)  the
Trust and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Declaration (including the payment of Distributions on the Global
Certificate(s) and receiving approvals, votes or consents hereunder) as the Holder of the Preferred Securities and the sole holder of the Global Certificate(s) and shall have no obligation to the
Preferred Security Beneficial Owners; 


        (c)  to
the extent that the provisions of this Section 9.4 conflict with any other provisions of this Declaration, the provisions of this Section 9.4 shall control; and 



23





 




        (d)  the
rights of the Preferred Security Beneficial Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and
agreements between such Preferred Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants and the Clearing Agency shall receive and transmit payments of
Distributions on the Global Certificates to such Clearing Agency Participants. DTC will make book entry transfers among the Clearing Agency Participants. 




        SECTION
9.5. Notices to Clearing Agency. Whenever a notice or other communication to the Preferred Security Holders is required under this Declaration, unless and until Definitive
Preferred Security Certificates shall have been issued to the Preferred Security Beneficial Owners pursuant to Section 9.7, the Regular Trustees shall give all such notices and communications
specified herein to be given to the Preferred Security Holders to the Clearing Agency, and shall have no notice obligations to the Preferred Security Beneficial Owners. 


        SECTION
9.6. Appointment of Successor Clearing Agency. If any Clearing Agency elects to discontinue its services as securities depositary with respect to the Preferred Securities, the
Regular
Trustees may, in their sole discretion, appoint a successor Clearing Agency with respect to such Preferred Securities. 


        SECTION
9.7. Definitive Preferred Security Certificates. If: 



        (a)  a
Clearing Agency elects to discontinue its services as securities depositary with respect to the Preferred Securities and a successor Clearing Agency is not appointed
within 90 days after such discontinuance pursuant to Section 9.6; or 


        (b)  the
Regular Trustees elect after consultation with the Sponsor to terminate the book entry system through the Clearing Agency with respect to the Preferred Securities,
then: 


        (c)  Definitive
Preferred Security Certificates shall be prepared by the Regular Trustees on behalf of the Trust with respect to such Preferred Securities; and 



        (d)  upon
surrender of the Global Certificate(s) by the Clearing Agency, accompanied by registration instructions, the Regular Trustees shall cause Definitive Preferred
Security Certificates to be delivered to Preferred Security Beneficial Owners in accordance with the instructions of the Clearing Agency. Neither the Trustees nor the Trust shall be liable for any
delay in delivery of such instructions and each of them may conclusively rely on and shall be protected in relying on, said instructions of the Clearing Agency. The Definitive Preferred Security
Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Regular Trustees, as evidenced by their execution thereof, and may
have such letters, numbers or other marks of identification or designation and such legends or endorsements as the Regular Trustees may deem appropriate, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Preferred Securities may be listed, or to conform to usage. 




        SECTION
9.8. Mutilated, Destroyed, Lost or Stolen Certificates. If: 



        (a)  any
mutilated Certificates should be surrendered to the Regular Trustees, or if the Regular Trustees shall receive evidence to their satisfaction of the destruction,
loss or theft of any Certificate; and 


        (b)  there
shall be delivered to the Regular Trustees such security or indemnity as may be required by them to keep each of them harmless; 




then,
in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, any Regular Trustee on behalf of the Trust shall execute and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like denomination. In 


24





 


connection with the issuance of any new Certificate under this Section 9.8, the Regular Trustees may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. 


ARTICLE X.

LIMITATION OF LIABILITY OF

HOLDERS OF SECURITIES, TRUSTEES OR OTHERS  



        SECTION 10.1. Liability. (a) Except as expressly set forth in this Declaration, the Debentures, the Preferred Securities Guarantee, the Common Securities
Guarantee and the terms of the Securities, the Sponsor shall not be: 



        (i)
personally liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Securities which shall be made solely from assets of the
Trust; or 


        (ii)
required to pay to the Trust or to any Holder of Securities any deficit upon dissolution of the Trust or otherwise. 




        (b)  The
Holder of the Common Securities shall be liable for all of the debts and obligations of the Trust (other than with respect to the Securities) to the extent not
satisfied out of the Trust's assets. 


        (c)  Pursuant
to Section 3803(a) of the Statutory Trust Act, the Holders of the Preferred Securities shall be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. 


        SECTION
10.2. Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any Covered Person for any loss, damage or claim
incurred by reason of any act performed or omission made by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by this Declaration or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of
such
Indemnified Person's gross negligence (or ordinary negligence in the case of the Institutional Trustee) or willful misconduct with respect to such acts or omissions. 


        (b)  An
Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements
presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable
care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the
existence and amount of assets from which Distributions to Holders of Securities might properly be paid. 


        SECTION
10.3. Fiduciary Duty. (a) To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or
to any other Covered Person, an Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this
Declaration. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties
imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 


        (b)  Unless
otherwise expressly provided herein: 



        (i)
whenever a conflict of interest exists or arises between any Covered Persons; or 



25





 

        (ii)
whenever this Declaration or any other agreement contemplated herein provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair and
reasonable to the Trust or any Holder of Securities, the Indemnified Person shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative
interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or provided by
the Indemnified Person shall not constitute a breach of this Declaration or any other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law or in equity or
otherwise. 




        (c)  Whenever
in this Declaration an Indemnified Person is permitted or required to make a decision: 



        (i)
in its "discretion" or under a grant of similar authority, the Indemnified Person shall be entitled to consider such interests and factors as it desires, including its own interests,
and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust or any other Person; or 


        (ii)
in its "good faith" or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standard
imposed by this Declaration or by applicable law. 




        SECTION
10.4. Indemnification. (a) (i) The Sponsor shall indemnify, to the full extent permitted by law, any Company Indemnified 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 the Trust) by reason of
the fact that he is or was a Company Indemnified Person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him 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 the Trust, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Company Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. 



        (ii)
The Sponsor shall indemnify, to the full extent permitted by law, any Company Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that he is or was a Company Indemnified Person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Company Indemnified Person shall have
been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper. 



        (iii)
To the extent that a Company Indemnified Person shall be successful on the merits or otherwise (including dismissal of an action without prejudice or the settlement of an action
without 



26





 





admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any claim, issue or matter therein, he shall be
indemnified, to
the full extent permitted by law, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. 



        (iv)
Any indemnification under paragraphs (i) and (ii) of this Section 10.4(a) (unless ordered by a court) shall be made by the Sponsor only as authorized in the specific case upon a
determination that indemnification of the Company Indemnified Person is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (i) and (ii). Such
determination shall be made (1) by the Regular Trustees by a majority vote of a quorum consisting of such Regular Trustees who were not parties to such action, suit or proceeding, (2) if such a quorum
is not obtainable, or, even if obtainable, if a quorum of disinterested Regular Trustees so directs, by independent legal counsel in a written opinion, or (3) by the Common Security Holder of the
Trust. 


        (v)
Expenses (including attorneys' fees) incurred by a Company Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding referred to
in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Sponsor in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of
such Company Indemnified Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Sponsor as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Sponsor if a determination is reasonably and promptly made (i) by the Regular Trustees by a majority vote of a quorum of disinterested
Regular Trustees, (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Regular Trustees so directs, by independent legal counsel in a written opinion or (iii)
the Common Security Holder of the Trust, that, based upon the facts known to the Regular Trustees, counsel or the Common Security Holder at the time such determination is made, such Company
Indemnified Person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Trust, or, with respect to any criminal proceeding, that such
Company Indemnified Person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advance be made in instances where the Regular Trustees, independent legal
counsel or Common Security Holder reasonably determine that such person deliberately breached his duty to the Trust or its Common or Preferred Security Holders. 



        (vi)
The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be deemed exclusive of any other rights
to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors of the Sponsor or Preferred Security Holders of
the Trust or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. All rights to indemnification under this Section 10.4(a) shall be
deemed to be provided by a contract between the Sponsor and each Company Indemnified Person who serves in such capacity at any time while this Section 10.4(a) is in effect. Any repeal or modification
of this Section 10.4(a) shall not affect any rights or obligations then existing. 



        (vii)
The Sponsor or the Trust may purchase and maintain insurance on behalf of any person who is or was a Company Indemnified Person against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such, whether or not the Sponsor would have the power to indemnify him against such liability under the provisions of this Section
10.4(a). 


        (viii)
For purposes of this Section 10.4(a), references to "the Trust" shall include, in addition to the resulting or surviving entity, any constituent entity (including any constituent
of a 



27





 





constituent) absorbed in a consolidation or merger, so that any person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 10.4(a) with respect to the resulting or
surviving entity as he would have with respect to such constituent entity if its separate existence had continued. 



        (ix)
The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a Company Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a person. 




        (b)  The
Sponsor agrees to indemnify (i) the Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Institutional Trustee and the Delaware Trustee, and
(iv) any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee and the Delaware Trustee (each of the Persons in
(i) through (iv) being referred to as a "Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified Person harmless against, any loss, liability or expense incurred without gross
negligence (or, in the case of the Institutional Trustee, pursuant to Section 3.9, negligence) or bad faith on its part, arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 10.4(b) shall survive the satisfaction and discharge of this Declaration. 



        SECTION
10.5. Outside Businesses. Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee may engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this
Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed
wrongful or improper. No Covered Persons, the Sponsor, the Delaware Trustee, or the Institutional Trustee shall be obligated to present any particular investment or other opportunity to the Trust even
if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall have
the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware
Trustee and the Institutional Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent
for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates. 


ARTICLE XI.

ACCOUNTING  


        SECTION 11.1. Fiscal Year. The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or such other year as is required by the Code. 


        SECTION
11.2. Certain Accounting Matters. (a) At all times during the existence of the Trust, the Regular Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with
generally accepted accounting principles, consistently applied. The Trust shall use the accrual method of accounting for United States federal income tax purposes. The books of account and the records
of the Trust shall be 


28





 




examined by and reported upon as of the end of each Fiscal Year of the Trust by a firm of independent certified public accountants selected by the Regular Trustees. 


        (b)  The
Regular Trustees shall cause to be duly prepared and delivered to each of the Holders of Securities, any annual United States federal income tax information
statement, required by the Code, containing such information with regard to the Securities held by each Holder as is required by the Code and the Treasury Regulations. The Regular Trustees shall
endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust. 


        (c)  The
Regular Trustees shall cause to be duly prepared and filed with the appropriate taxing authority, an annual United States federal income tax return, on a Form 1041
or such other form required by United States federal income tax law, and any other annual income tax returns required to be filed by the Regular Trustees on behalf of the Trust with any state or local
taxing authority. 


        SECTION
11.3. Banking. The Trust shall maintain one or more bank accounts in the name and for the sole benefit of the Trust; provided, however, that all payments of funds in respect of
the Debentures held by the Institutional Trustee shall be made directly to the Institutional Trustee Account and no other funds of the Trust shall be deposited in the Institutional Trustee Account.
The sole signatories for such accounts shall be designated by the Regular Trustees; provided, however, that the Institutional Trustee shall designate the signatories for the Institutional Trustee
Account. 


        SECTION
11.4. Withholding. The Trust and the Regular Trustees shall comply with all withholding requirements under United States federal, state and local law. The Trust shall request,
and the Holders shall provide to the Trust, such forms or certificates as are necessary to establish an exemption from withholding with respect to each Holder or beneficial owner, and any
representations and forms as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations. The Regular Trustees shall file required forms with applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder or beneficial owner,
shall remit amounts withheld with respect to the Holder or beneficial owner to applicable jurisdictions. To the extent that the Trust is required to withhold and pay over any amounts to any authority
with respect to distributions or allocations to any Holder or beneficial owner, the amount withheld shall be deemed to be a distribution in the amount of the withholding to the Holder or beneficial
owner. In the event of any claimed over withholding, Holders shall be limited to an action against the applicable jurisdiction. If the amount required to be withheld was not withheld from actual
Distributions made, the Trust may reduce subsequent Distributions by the amount of such withholding. 


ARTICLE XII.

AMENDMENTS AND MEETINGS  


        SECTION 12.1. Amendments. (a) Except as otherwise provided in this Declaration or by any applicable terms of the Securities, this Declaration may only be amended
by a written instrument approved and executed by: 



        (i)
the Sponsor and the Regular Trustees (or, if there are more than two Regular Trustees, a majority of the Regular Trustees); 


        (ii)
if the amendment affects the rights, powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee; and 


        (iii)
if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, the Delaware Trustee; 



29





 





        (b)  no
amendment shall be made, and any such purported amendment shall be void and ineffective: 



        (i)
unless, in the case of any proposed amendment, the Institutional Trustee shall have first received an Officers' Certificate from each of the Trust and the Sponsor that such amendment
is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); 



        (ii)
unless, in the case of any proposed amendment which affects the rights, powers, duties, obligations or immunities of the Institutional Trustee, the Institutional Trustee shall have
also first received an
opinion of counsel (who may be counsel to the Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Securities); and 


        (iii)
to the extent the result of such amendment would be to: 



        (A)  cause
the trust to fail to continue to be classified for purposes of United States federal income taxation as a grantor trust; 



        (B)  reduce
or otherwise adversely affect the powers of the Institutional Trustee in contravention of the Trust Indenture Act; or 


        (C)  cause
the Trust to be deemed to be an Investment Company required to be registered under the Investment Company Act; 





        (c)  at
such time after the Trust has issued any Securities that remain outstanding, any amendment that would adversely affect the rights, privileges or preferences of any
Holder of Securities may be effected only with such additional requirements as may be set forth in the terms of such Securities; 



        (d)  Section
10.1(c) and this Section 12.1 shall not be amended without the consent of all of the Holders of the Securities; 


        (e)  Article
IV shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common Securities; 


        (f)    the
rights of the holders of the Common Securities under Article V to increase or decrease the number of, and appoint and remove, Trustees shall not be amended without
the consent of the Holders of a Majority in liquidation amount of the Common Securities; and 


        (g)  notwithstanding
Section 12.1(c), this Declaration may be amended without the consent of the Holders of the Securities to: 



        (i)
cure any ambiguity; 


        (ii)
correct or supplement any provision in this Declaration that may be defective or inconsistent with any other provision of this Declaration; 


        (iii)
add to the covenants, restrictions or obligations of the Sponsor; 



        (iv)
conform to any change in Rule 3a-5 or written change in interpretation or application of Rule 3a-5 by any legislative body, court, government agency or regulatory authority, which
change does not have a material adverse effect on the right, preferences or privileges of the Holders; and 


        (v)
modify, eliminate and add to any provision of this Declaration to such extent as may be necessary, provided such modification, elimination or addition would not adversely affect the
rights, privileges or preference of any Holder of the Securities. 




        SECTION
12.2. Meetings of the Holders of Securities; Action by Written Consent. (a) Meetings of the Holders of any class of Securities may be called at any time by the Regular Trustees
(or as 


30





 


provided in the terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are entitled to act under the terms of this Declaration, the terms of the
Securities or the rules of any stock exchange on which the Preferred Securities are listed or admitted for trading. The Regular Trustees shall call a meeting of the Holders of such class if directed
to do so by the Holders of at least 10% in liquidation amount of such class of Securities. Such direction shall be given by delivering to the Regular Trustees one or more calls in a writing stating
that the signing Holders of Securities wish to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holders of Securities calling a meeting shall
specify in writing the Security Certificates held by the Holders of Securities exercising the right to call a meeting and only those Securities evidenced by Securities Certificates so specified shall
be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. 



        (b)  Except
to the extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of Holders of Securities: 



        (i)
notice of any such meeting shall be given to all the Holders of Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting.
Whenever a vote, consent or approval of the Holders of Securities is permitted or required under this Declaration or the rules of any stock exchange on which the Preferred Securities are listed or
admitted for trading, such vote, consent or approval may be given at a meeting of the Holders of Securities. Any action that may be taken at a meeting of the Holders of Securities may be taken without
a meeting if a consent in writing setting forth the action so taken is signed by the Holders of Securities owning not less than the
minimum amount of Securities in liquidation amount that would be necessary to authorize or take such action at a meeting at which all Holders of Securities having a right to vote thereon were present
and voting. Prompt notice of the taking of action without a meeting shall be given to the Holders of Securities entitled to vote who have not consented in writing. The Regular Trustees may specify
that any written ballot submitted to the Security Holder for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Regular Trustees; 


        (ii)
each Holder of a Security may authorize any Person to act for it by proxy on all matters in which a Holder of Securities is entitled to participate, including waiving notice of any
meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the Holder of Securities executing it. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Securities were stockholders
of a Delaware corporation; 


        (iii)
each meeting of the Holders of the Securities shall be conducted by the Regular Trustees or by such other Person that the Regular Trustees may designate; and 



        (iv)
unless the Statutory Trust Act, this Declaration, the terms of the Securities, the Trust Indenture Act or the listing rules of any stock exchange on which the Preferred Securities
are then listed or trading, otherwise provides, the Regular Trustees, in their sole discretion, shall establish all other provisions relating to meetings of Holders of Securities, including notice of
the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of Securities, waiver of any such notice, action by consent without a meeting, the establishment of a
record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote. 



31





 




ARTICLE XIII.

REPRESENTATIONS OF INSTITUTIONAL TRUSTEE

AND DELAWARE TRUSTEE  


        SECTION 13.1. Representations and Warranties of Institutional Trustee. The Trustee that acts as initial Institutional Trustee represents and warrants to the Trust
and to the Sponsor at the date of this Declaration, and each Successor Institutional Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Institutional Trustee's
acceptance of its appointment as Institutional Trustee that: 



        (a)  (i)
in the case of the initial Institutional Trustee, it is a Delaware banking corporation with trust powers, duly organized, validly existing and in good standing under
the laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Declaration and (ii) in the case of any
Successor Institutional Trustee, it satisfies the requirements of Section 5.3(a) herein; 



        (b)  the
execution, delivery and performance by the Institutional Trustee of the Declaration has been duly authorized by all necessary corporate action on the part of the
Institutional Trustee. The Declaration has been duly executed and delivered by the Institutional Trustee, and it constitutes a legal, valid and binding obligation of the Institutional Trustee,
enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law); 



        (c)  the
execution, delivery and performance of the Declaration by the Institutional Trustee does not conflict with or constitute a breach of the Articles of Organization or
By-laws of the Institutional Trustee; and 


        (d)  no
consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or
performance by the Institutional Trustee, of the Declaration. 




        SECTION
13.2. Representations and Warranties of Delaware Trustee. The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at the date of
this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware
Trustee that: 



        (a)  (i)
in the case of the initial Delaware Trustee, it is a Delaware banking corporation with trust powers, duly organized, validly existing and in good standing under the
laws of the State of Delaware, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, the Declaration and (ii) in the case of any
Successor Delaware Trustee, it satisfies the requirements of Section 5.2 herein; 



        (b)  the
Delaware Trustee has been authorized to perform its obligations under the Certificate of Trust and the Declaration. The Declaration under Delaware law constitutes a
legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors' rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law); 



32





 




        (c)  no
consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or
performance by the Delaware Trustee, of the Declaration; and 


        (d)  the
Delaware Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in
the State of Delaware. 



ARTICLE XIV.

MISCELLANEOUS  


        SECTION 14.1. Notices. All notices provided for in this Declaration shall be in writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows: 



        (a)  if
given to the Trust, in care of the Regular Trustees at the Trust's mailing address set forth below (or such other address as the Trust may give notice of to the
Holders of the Securities): 



PLC
Capital Trust V

c/o Protective Life Corporation

2801 Highway 280 South

Birmingham, Alabama 35223 




        (b)  if
given to the Delaware Trustee, at the mailing address set forth below (or such other address as Delaware Trustee may give notice of to the Holders of the Securities): 



Wilmington
Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration 




        (c)  if
given to the Institutional Trustee, at its Corporate Trust Office to the attention of Corporate Trust Administration (or such other address as the Institutional
Trustee may give notice of to the Holders of the Securities): 



        (d)  if
given to the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address as the Holder of the Common Securities may
give notice to the Trust): 



Protective
Life Corporation

2801 Highway 280 South

Birmingham, Alabama 35223 




        (e)  if
given to any other Holder, at the address set forth on the books and records of the Trust. 




        All
such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid except that if a notice or
other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of
such refusal or inability to deliver. 


        SECTION
14.2. Governing Law. This Declaration and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to principles of conflict of laws. 


33





 



        SECTION
14.3. Intention of the Parties. It is the intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention of the parties. 


        SECTION
14.4. Headings. Headings contained in this Declaration are inserted for convenience of reference only and do not affect the interpretation of this Declaration or any provision
hereof. 


        SECTION
14.5. Successors and Assigns. Whenever in this Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the benefit of their respective successors and assigns, whether or not so
expressed. 


        SECTION
14.6. Partial Enforceability. If any provision of this Declaration, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby. 


        SECTION
14.7. Counterparts. This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of
the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers
had signed a single signature page. 


34





 

        IN
WITNESS WHEREOF, the undersigned has caused these presents to be executed as of the day and year first above written. 



	Richard J. Bielen Trustee	 	 	 	 
	

Jerry W. DeFoor Trustee	
 	

 	
 	

 
	

 	
 	
WILMINGTON TRUST COMPANY

Trustee
	
 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	Title:	 	 
	

 	
 	
PROTECTIVE LIFE CORPORATION

as Sponsor
	
 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	Title:	 	 




35






  



 
 

ANNEX I    
  


TERMS OF

      % TRUST ORIGINATED PREFERRED SECURITIES

      % TRUST ORIGINATED COMMON SECURITIES  


        Pursuant to Section 7.1 of the Amended and Restated Declaration of Trust, dated as of
                        ,
20       (as amended from time to time, the "Declaration"), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities and the Common Securities are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration or, if not defined in such Declaration,
as defined in the Prospectus referred to below): 



        1.    Designation
and Number. (a) Preferred Securities.              Preferred Securities of the Trust with an aggregate liquidation amount with
respect to the assets of the Trust of                          dollars
($            ) and a liquidation amount with respect to the assets of the
Trust of $25 per preferred security, are hereby designated for the purposes of identification only as "            % Trust Originated Preferred Securities(SM)
("TOPrS'(SM))" (the "Preferred Securities"). The Preferred Security Certificates evidencing the Preferred Securities shall be substantially in the form of Exhibit A-1 to the Declaration, with such
changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Preferred Securities are
listed. 


        (b)  Common
Securities.              Common Securities of the Trust with an aggregate liquidation amount with respect to the assets of the
Trust of              dollars ($            ) and a liquidation amount with respect to the assets of the Trust of
$25 per common
security, are hereby designated for the purposes of identification only as "            % Trust Originated Common Securities" (the "Common Securities"). The Common
Security Certificates evidencing the Common Securities shall be substantially in the form of Exhibit A-2 to the Declaration, with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice. 




        2.    Distributions.
(a) Distributions payable on each Security will be fixed at a rate per annum of       % (the "Coupon Rate") of the
stated liquidation amount of $25 per Security, such rate being the rate of
interest payable on the Debentures to be held by the Institutional Trustee. Distributions in arrears for more than three consecutive months will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term "Distributions" as used herein includes such cash distributions and any such interest payable unless otherwise stated. A Distribution
is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds available therefor. The amount
of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full
quarterly Distribution period for which Distributions are computed, Distributions will be computed on the basis of the actual number of days elapsed per 90-day quarter. 



        (b)  Distributions
on the Securities will be cumulative, will accrue from                         ,
20      , and
will be payable quarterly in arrears, on March 31, June 30, September 30, and December 31 of each year, commencing on
                        ,
20      , except as otherwise described below. The Debenture Issuer has the right under the Indenture to defer payments of interest by extending the interest
payment period from time to time on the Debentures for a period not exceeding 20 consecutive quarters (each such period, an "Extension Period"), during which Extension Period no interest shall be due
and payable on the Debentures, provided that no Extension Period shall last beyond the date of maturity of the Debentures. As a consequence of any such deferral, Distributions will also be deferred.
Despite any such deferral, quarterly Distributions will continue to accrue with interest thereon (to the extent permitted by applicable law) at the Coupon Rate 



I-1





 


compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Debenture Issuer may further extend such Extension Period; provided that such
Extension Period together with all such previous and further extensions thereof may not exceed 20 consecutive quarters. Upon the termination of any Extension Period, payments of accrued Distributions
will be payable to Holders as they appeared on the books and records of the Trust on the record date immediately preceding the end of the applicable Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer may commence a new Extension Period, subject to the above requirements. 


        (c)  Distributions
on the Securities will be payable to the Holders thereof as they appear on the books and records of the Trust on the relevant record dates. While the
Preferred Securities remain in book-entry only form, the relevant record dates shall be one Business Day prior to the relevant payment dates, which payment dates shall correspond to the interest
payment dates on the Debentures. Subject to any applicable laws and regulations and the provisions of the Declaration, each such payment in respect of the Preferred Securities will be made as
described under the heading "Description of the Preferred Securities—Book-Entry Only Issuance—The Depository Trust Company" in the Prospectus Supplement dated
                        , 20      , of the Trust included in the Registration
Statement on Form S-3 of the Sponsor and the Trust. The relevant
record dates for the Common Securities shall be the same record dates as for the Preferred Securities. If the Preferred Securities shall cease to be in book-entry only form, the relevant record dates
for the Preferred Securities shall conform to the rules of any securities exchange on which the securities are listed and, if none, shall be the March 15, June 15, September 15, December 15, as the
case may be, before the relevant payment dates, which payment dates correspond to the interest payment dates on the Debentures. Distributions payable on any Securities that are not punctually paid on
any Distribution payment date, as a result of the Debenture Issuer having failed to make a payment under the Debentures, will cease to be payable to the Person in whose name such Securities are
registered on the relevant record date, and such defaulted Distribution will instead be
payable to the Person in whose name such Securities are registered on the special record date or other specified date determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the Distribution payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date. 


        (d)  In
the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed Pro Rata (as
defined herein) among the Holders of the Securities. 




        3.    Liquidation
Distribution upon Dissolution. In the event of any voluntary or involuntary dissolution, winding-up or termination of the Trust, the Holders of the Securities
on the date of such dissolution, winding-up or termination, as the case may be, will be entitled to receive out of the assets of the Trust available for distribution to Holders of Securities after
satisfaction of liabilities of creditors of the Trust an amount equal to the aggregate of the stated liquidation amount of $25 per Security plus accrued and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"), unless, in connection with such dissolution, winding-up or termination, Debentures in an aggregate principal amount equal to the aggregate
stated liquidation amount of such Securities, with an interest rate equal to the Coupon Rate of, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on,
such Securities, shall be distributed on a Pro Rata basis to the Holders of the Securities in exchange for such Securities. 


I-2





 

        If,
upon any such dissolution, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on the Securities shall be paid on a Pro Rata basis. 


        4.    Redemption
and Distribution. The Securities are subject to redemption in accordance herewith at any time after
                        ,
20             and, in certain circumstances, following the occurrence of a Tax Event (as defined below). 


        (a)  Upon
the repayment of the Debentures in whole or in part, whether at maturity or upon redemption (either at the option of the Debenture Issuer or pursuant to a Tax Event
in each case as described below), the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Debentures so repaid or redeemed at a redemption price of $25 per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption,
payable in cash (the "Redemption Price"). Holders will be given not less than 30 nor more than 60 days' notice of any such redemption. 


        (b)  If
fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata and the Preferred
Securities to be redeemed will be redeemed as described in Section 4(f)(ii) below. 


        (c)  The
Sponsor shall have the right at any time, upon notice to the Regular Trustees, to elect to terminate the Trust, and upon receipt of such notice, the Regular Trustees
shall dissolve the Trust and, after satisfaction of creditors of the Trust, cause Debentures held by the Institutional Trustee, having an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the Coupon Rate of, and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment
as, the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests in the Securities within 90 days following receipt of the Sponsor's notice of election. 


        (d)  If
a Tax Event shall occur and be continuing, the Debenture Issuer shall have the right at any time, upon not less than 30 nor more than 60 days' notice, to redeem the
Debentures in whole or in part for cash within 90 days following the occurrence of such Tax Event, and, following such redemption, Securities with an aggregate liquidation amount equal to the
aggregate principal amount of the Debentures so redeemed shall be redeemed by the Trust at the Redemption Price on a Pro Rata basis; provided, however, that, if at the time there is available to the
Debenture Issuer or the Trust the opportunity to eliminate, within such 90 day period, the Tax Event by taking some Ministerial Action, the Trust or the Debenture Issuer will pursue such Ministerial
Action in lieu of redemption. 


        "Tax
Event" means the receipt by the Debenture Issuer of an opinion of nationally recognized independent tax counsel experienced in such matters to the effect that, as a result of (i)
any amendment to, or change (including any announced prospective change) in, on or after the day before the date of issuance of the Preferred Securities under the Declaration, the laws (or any
regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (ii) any interpretation or application of, or pronouncement with respect to, such
laws or regulations by any legislative body, court, governmental agency or regulatory authority, which amendment or change is effective or which interpretation, application or pronouncement is
announced on or after the day before the date of issuance of the Preferred Securities under the Declaration, there is more than an insubstantial increase in the risk (x) that the Trust is, or will be
within 90 days of the date thereof, subject to United States federal income tax with respect to income received or accrued on the Debentures and that the Trust would be subject to United States
federal income tax if the Debentures were distributed to the holders of the Securities in liquidation of such holders' interests in the Trust pursuant to the exercise by the Debenture Issuer of its
right to dissolve the Trust, (y) that interest payable by the Debenture Issuer on the Debentures is not, or within 90 days of the date thereof, will 


I-3





 




not be, deductible, in whole or in part, for United States federal income tax purposes, even if the Debentures were distributed to the holders of the Securities in liquidation of such holders'
interests in the Trust pursuant to the exercise by the Debenture Issuer of its right to dissolve the Trust or (z) that the Trust is, or will be within 90 days of the date thereof, subject to more than
a de minimis amount of other taxes, duties or other governmental charges and that the Trust would be subject to more than a de minimis amount of taxes,
duties or other governmental charges if the Debentures were distributed
to the holders of the Securities in liquidation of such holders' interests in the Trust pursuant to the exercise by the Debenture Issuer of its right to dissolve the Trust. 


        "Ministerial
Action" means the filing of a form, making an election, or pursuing some other similar reasonable measure that has no adverse effect on the Trust, the Debenture Issuer, the
Sponsor or the Holders. 


        After
the date for any distribution of Debentures upon dissolution of the Trust: (i) the Securities will no longer be deemed to be outstanding, (ii) The Depository Trust Company (the
"Depository") or its nominee (or any successor Clearing Agency or its nominee), as the record Holder of the Preferred Securities, will receive a registered global certificate or certificates
representing the Debentures to be delivered upon such distribution and (iii) any certificates representing Securities, except for certificates representing Preferred Securities held by the Depository
or its nominee (or any successor Clearing Agency or its nominee), will be deemed to represent beneficial interests in the Debentures having an aggregate principal amount equal to the aggregate stated
liquidation amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accrued and unpaid Distributions on such Securities until such certificates
are presented to the Debenture Issuer or its agent for transfer or reissue. 


        (d)  The
Trust may not redeem fewer than all the outstanding Securities unless all accrued and unpaid Distributions have been paid on all Securities for all quarterly
Distribution periods terminating on or before the date of redemption. 


        (e)  If
the Debentures are distributed to holders of the Securities, pursuant to the terms of the Indenture, the Debenture Issuer will use its best efforts to have the
Debentures listed on the New York Stock Exchange or on such other exchange as the Preferred Securities were listed immediately prior to the distribution of the Debentures. 


        (f)    "Redemption
or Distribution Procedures." 



        (i)
Notice of any redemption of, or notice of distribution of Debentures in exchange for, the Securities (a "Redemption/Distribution Notice") will be given by the Trust by mail to each
Holder of Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date
fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(f)(i), a
Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to Holders of Securities. Each Redemption/Distribution Notice
shall be addressed to the Holders of Securities at the address of each such Holder appearing in the books and records of the Trust. No defect in the Redemption/Distribution Notice or in the mailing of
either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder. 


        (ii)
In the event that fewer than all the outstanding Securities are to be redeemed, the Securities to be redeemed shall be redeemed Pro Rata from each Holder of Securities, it being
understood that, in respect of Preferred Securities registered in the name of and held of record by the Depository or its nominee (or any successor Clearing Agency or its nominee), the distribution of
the proceeds of such redemption will be made to each Clearing Agency Participant (or Person 



I-4





 





on whose behalf such nominee holds such securities) in accordance with the procedures applied by such agency or nominee. 


        (iii)
If Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures are redeemed as set out in this Section 4
(which notice will be irrevocable), then (A) while the Preferred Securities are in book-entry only form, with respect to the Preferred Securities, by 12:00 noon, New York City time, on the redemption
date, provided that the Debenture Issuer has paid the Institutional Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Debentures, the Institutional
Trustee will deposit irrevocably with the Depository or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Preferred
Securities and will give the Depository irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities, and (B) with respect to Preferred Securities
issued in definitive form and Common Securities, provided that the Debenture Issuer has paid the Institutional Trustee a sufficient amount of cash in connection with the related redemption or maturity
of the Debentures, the Institutional Trustee will pay the relevant Redemption Price to the Holders of such Securities by check mailed to the address of the relevant Holder appearing on the books and
records of the Trust on the redemption date. If a Redemption/Distribution Notice shall have been given and funds deposited as required, if applicable, then immediately prior to the close of business
on the date of such deposit, or on the redemption date, as applicable, distributions will cease to accrue and all rights of Holders of such Securities so called for redemption will cease, except the
right of the Holders of such Securities to receive the Redemption Price, but without interest on such Redemption Price. Neither the Regular Trustees nor the Trust shall be required to register or
cause to be registered the transfer of any Securities that have been so called for redemption. If any date fixed for redemption of Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of any such delay) except that, if such Business Day falls
in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of
the Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Institutional Trustee or by the Sponsor as guarantor pursuant to the relevant Securities
Guarantee, Distributions on such Securities will continue to accrue from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date
fixed for redemption for purposes of calculating the Redemption Price. 


        (iv)
Redemption/Distribution Notices shall be sent by the Regular Trustees on behalf of the Trust to (A) in respect of the Preferred Securities, the Depository or its nominee (or any
successor Clearing Agency or its nominee) if Global Certificates have been issued or, if Definitive Preferred Security Certificates have been issued, to the Holder thereof, and (B) in respect of the
Common Securities to the Holder thereof. 


        (v)
Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), provided the acquiror is not the Holder of the Common Securities
or the obligor under the Indenture, the Sponsor or any of its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the open market or by private
agreement. 




        5.    Voting
Rights—Preferred Securities. (a) Except as provided under Sections 5(b) and 7 of this Annex I and as otherwise required by law and the Declaration, the
Holders of the Preferred Securities will have no voting rights. 


I-5





 

        (b)  Subject
to the requirements set forth in this paragraph, the Holders of a Majority in liquidation amount of the Preferred Securities, voting separately as a class may
direct the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under
the Declaration, including (i) directing the time, method, place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power conferred on the
Debenture Trustee with respect to the Debentures, (ii) waive any past default and its consequences that is waivable under Section 5.7 of the Indenture, or (iii) exercise any right to rescind or annul
a declaration that the principal of all the Debentures shall be due and payable, provided, however, that, where a consent or action under the Indenture would require the consent or act of the Holders
of greater than a majority of the Holders in principal amount of Debentures affected thereby (a "Super Majority"), the Institutional Trustee may only give such consent or take such action at the
written direction of the Holders of at least the proportion in liquidation amount of the Preferred Securities which the relevant Super Majority represents of the aggregate principal amount of the
Debentures outstanding. The Institutional Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities. Other than with respect to
directing the time, method and place of conducting any remedy available to the Institutional Trustee or the Debenture Trustee as set forth above, the Institutional Trustee shall not take any action in
accordance with the directions of the Holders of the Preferred Securities under this paragraph unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that for the
purposes of United States federal income tax the Trust will not be classified as other than a grantor trust on account of such action. If a Declaration Event of Default has occurred and is continuing
and such event is attributable to the failure of the Debenture Issuer to pay interest or principal on the Debentures on the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Preferred Securities may directly institute a proceeding for enforcement of payment to such Holder of the principal of or interest on the
Debentures having a principal amount equal to the aggregate liquidation amount of the Preferred Securities of such Holder on or after the respective due date specified in the Debentures.
Notwithstanding any payments made to such Holder by the Debenture Issuer in connection with such proceeding, the Debenture Issuer shall remain obligated to pay the principal of or interest on the
Debentures held by the Trust or the Institutional Trustee, and the Debenture Issuer shall be subrogated to the rights of the Holders of Preferred Securities with respect to payments on the Preferred
Securities to the extent of any payments made by the Debenture Issuer to such Holder in any such proceeding. Except as provided in the second preceding sentence, the Holders of Preferred Securities
will not be able to exercise directly any other remedy available to the holders of the Debentures. 


        Any
approval or direction of Holders of Preferred Securities may be given at a separate meeting of Holders of Preferred Securities convened for such purpose, at a meeting of all of the
Holders of Securities in the Trust or pursuant to written consent. The Regular Trustees will cause a notice of any meeting at which Holders of Preferred Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is to be taken, to be mailed to each Holder of record of Preferred Securities. Each such notice will include a statement setting forth (i)
the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. 



        No
vote or consent of the Holders of the Preferred Securities will be required for the Trust to redeem and cancel Preferred Securities or to distribute the Debentures in accordance with
the Declaration and the terms of the Securities. 


        Notwithstanding
that Holders of Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Preferred Securities that are owned by the
Sponsor or 


I-6





 




any Affiliate of the Sponsor shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be treated as if they were not outstanding. 


        6.    Voting
Rights—Common Securities. (a) Except as provided under Sections 6(b) and (c) of this Annex I and as otherwise required by law and the Declaration, the
Holders of the Common Securities will have no voting rights. 


        (b)  The
Holders of the Common Securities are entitled, in accordance with Article V of the Declaration, to vote to appoint, remove or replace any Trustee or to increase or
decrease the number of Trustees. 


        (c)  Subject
to Section 2.6 of the Declaration and only after the Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise eliminated
and subject to the requirements of the second to last sentence of this paragraph, the Holders of a Majority in liquidation amount of the Common Securities, voting separately as a class, may direct the
time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under the
Declaration, including (i) directing the time, method, place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its consequences that is waivable under Section 5.7 of the Indenture, or (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable, provided that, where a consent or action under the Indenture would require the consent or act of the Holders of greater
than a majority in principal amount of Debentures affected thereby (a
"Super Majority"), the Institutional Trustee may only give such consent or take such action at the written direction of the Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. Pursuant to this Section 6(c), the Institutional Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the Preferred Securities. Other than with respect to directing the time, method and place of conducting any remedy available to the
Institutional Trustee or the Debenture Trustee as set forth above, the Institutional Trustee shall not take any action in accordance with the directions of the Holders of the Common Securities under
this paragraph unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that for the purposes of United States federal income tax the Trust will not be classified as other
than a grantor trust on account of such action. 


        Any
approval or direction of Holders of Common Securities may be given at a separate meeting of Holders of Common Securities convened for such purpose, at a meeting of all of the Holders
of Securities in the Trust or pursuant to written consent. The Regular Trustees will cause a notice of any meeting at which Holders of Common Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to be mailed to each Holder of record of Common Securities. Each such notice will include a statement setting forth (i) the date of such
meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter upon
which written consent is sought and (iii) instructions for the delivery of proxies or consents. 



        No
vote or consent of the Holders of the Common Securities will be required for the Trust to redeem and cancel Common Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities. 


        7.    Amendments
to Declaration and Indenture. (a) In addition to any requirements under Section 12.1 of the Declaration, if any proposed amendment to the Declaration provides
for, or the Regular Trustees otherwise propose to effect, (i) any action that would adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the
Declaration or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than as described in Section 8.1 of the 


I-7





 




Declaration, then the Holders of outstanding Securities as a class, will be entitled to vote on such amendment or proposal (but not on any other amendment or proposal) and such amendment or proposal
shall not be effective except with the approval of the Holders of at least a Majority in liquidation amount of the Securities, voting together as a single class; provided, however, if any amendment or
proposal referred to in clause (i) above would adversely affect only the Preferred Securities or only the Common Securities, then only the affected class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the approval of a Majority in liquidation amount of such class of Securities. 


        (b)  In
the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or
termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall vote with respect to such amendment, modification or termination as directed by a Majority in liquidation amount of the
Securities voting together as a single class; provided, however, that where a consent under the Indenture would require the consent of the holders of greater than a majority in aggregate principal
amount of the Debentures (a "Super Majority"), the Institutional Trustee may only give such consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities
which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding; provided, further, that the Institutional Trustee shall not take any action in accordance
with the directions of the Holders of the Securities under this Section 7(b) unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a grantor trust on account of such action. 


        8.    Pro
Rata. A reference in this Annex I to any payment, distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder of Securities according to the
aggregate liquidation amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all Securities outstanding unless, in relation to a payment, an Event of
Default under the Declaration has occurred and is continuing, in which case any funds available to make such payment shall be paid first to each Holder of the Preferred Securities pro rata according
to the aggregate liquidation amount of Preferred Securities held by the relevant Holder relative to the aggregate liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to each Holder of Common Securities pro rata according to the aggregate liquidation amount of Common Securities held by the
relevant Holder relative to the aggregate liquidation amount of all Common Securities outstanding. 



        9.    Ranking.
The Preferred Securities rank pari passu with, and payment thereon shall be made Pro Rata with, the Common
Securities except that, where an Event of Default occurs and is continuing under the Indenture in respect of the Debentures held by the Institutional Trustee, the rights of Holders of the Common
Securities to payment in respect of Distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights to payment of the Holders of the Preferred Securities. 


        10.  Listing.
The Regular Trustees shall use their best efforts to cause the Preferred Securities to be listed for quotation on the New York Stock Exchange, Inc. 



        11.  Acceptance
of Securities Guarantee and Indenture. Each Holder of Preferred Securities and Common Securities, by the acceptance thereof, agrees to the provisions of the
Preferred Securities Guarantee and the Common Securities Guarantee, respectively, including the subordination provisions therein, and to the provisions of the Indenture. 


        12.  No
Preemptive Rights. The Holders of the Securities shall have no preemptive rights to subscribe for any additional securities. 


I-8






 



        13.  Miscellaneous.
The foregoing terms set forth in this Annex I constitute a part of the Declaration. 


        The
Sponsor will provide a copy of the Declaration, the Preferred Securities Guarantee or the Common Securities Guarantee (as may be appropriate), and the Indenture to any Holder without
charge on written request to the Sponsor at its principal place of business. 


I-9






  



 
 

EXHIBIT A-1
  FORM OF PREFERRED SECURITY CERTIFICATE    
  


        
[IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT— 


This
Preferred Security is a Global Certificate within the meaning of the Declaration hereinafter referred to and is registered in the name of The Depository Trust Company (the "Depositary") or a
nominee of the Depositary. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depositary to a nominee of the Depositary or
by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. 


        Unless
this Preferred Security is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC") to the Trust or its agent for registration of
transfer, exchange or payment, and any Preferred Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment hereon
is made to Cede & Co.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest
herein.] 


Certificate
Number:

Number of Preferred Securities:                          


CUSIP
NO.:                            Certificate Evidencing Preferred Securities  


of 


PLC CAPITAL TRUST V  


        % Trust Originated Preferred Securities(SM) ("TOPrS"(SM)) 


(liquidation
amount $25 per Preferred Security) 


PLC
CAPITAL TRUST V, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that
                         (the "Holder") is the
registered owner of preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the       % Trust
Originated Preferred Securities(SM) (liquidation amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Preferred Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of                         , 20      , as the same may be amended from time
to time (the "Declaration"), including the designation of
the terms of the Preferred Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Preferred Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Preferred Securities Guarantee and the Indenture
to the Holder without charge upon written request to the Trust at its principal place of business. 


        Upon
receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. 


A1-1





 



        By
acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Preferred Securities as evidence of indirect beneficial
ownership in the Debentures. 


        Distributions
payable on each Preferred Security will be fixed at a rate per annum of       % (the "Coupon Rate") of the stated liquidation amount of
$25 per Preferred Security, such rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee. Distributions in arrears for more than one quarter will bear
interest thereon compounded quarterly at the Coupon Rate (to the extent permitted by applicable law). The term "Distributions" as used herein includes such cash distributions and any such interest
payable unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional
Trustee has funds available therefor. The amount of Distributions payable
for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarterly Distribution period
for which Distributions are computed, Distributions will be computed on the basis of the actual number of days elapsed per 90-day quarter. 



        Except
as otherwise described below, Distributions on the Preferred Securities will be cumulative, will accrue from the date of original issuance and will be payable quarterly in
arrears, on March 31, June 30, September 30 and December 31 of each year, commencing on                         ,
20      , to Holders of
record one (1) Business Day prior to such payment dates, which payment dates shall correspond to the interest payment dates on the Debentures; provided however, that if the Preferred Securities are
not then in book-entry only form, such Distributions shall be paid to the Holders of record on the March 15, June 15, September 15 or December 15, as the case may be, prior to such payment dates. The
Debenture Issuer has the right under the Indenture to defer payments of interest by extending the interest payment period from time to time on the Debentures for a period not exceeding 20 consecutive
quarters (each an "Extension Period") and, as a consequence of such deferral, Distributions will also be deferred. Despite such deferral, quarterly Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the Coupon Rate compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further extend such Extension Period; provided that such Extension Period together with all such previous and further extensions thereof may not exceed 20 consecutive quarters. Payments of
accrued Distributions will be payable to Holders as they appear on the books and records of the Trust on the record date immediately preceding the end of the Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Debenture Issuer may commence a new Extension Period, subject to the above requirements. 


        The
Preferred Securities shall be redeemable as provided in the Declaration. 


A1-2





 

        IN
WITNESS WHEREOF, the Trust has executed this certificate this          day of
                        ,
20      . 



	 	 	PLC CAPITAL TRUST V
	
 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	Title:	 	 




A1-3





 
ASSIGNMENT  


FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security Certificate to: 


(Insert
assignee's social security or tax identification number) 


(Insert
address and zip code of assignee) 


and
irrevocably appoints
                                        
agent to transfer this Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him
or her. 


Date:                        



Signature:

(Sign exactly as your name appears on the other side of this Preferred Security Certificate) 


A1-4






  



 
 

EXHIBIT A-2
  FORM OF COMMON SECURITY CERTIFICATE    
  



        The
Common Securities may only be transferred by the Debenture Issuer and any Related Party to the Debenture Issuer or a Related Party of the Debenture Issuer; provided that, any such
transfer is subject to the condition precedent that the transferor obtain the written opinion of nationally recognized independent counsel experienced in such matters that such transfer would not
cause more than an insubstantial risk that: 



        (i)
the Trust would not be classified for United States federal income tax purposes as a grantor Trust; and 



        (ii)
the Trust would be an Investment Company or the transferee would become an Investment Company. 




Certificate
Number

Number of Common Securities 


Certificate Evidencing Common Securities  


of 


PLC CAPITAL TRUST V  


      % Trust Originated Common Securities

(liquidation amount $25 per Common Security) 


        PLC
CAPITAL TRUST V, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that
                         (the
"Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the       %
Trust Originated Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by
a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of
                        , 20    , as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of
the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the
benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without
charge upon written request to the Sponsor at its principal place of business. 


        Upon
receipt of this certificate, the Sponsor is bound by the Declaration and is entitled to the benefits thereunder. 


        By
acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial
ownership in the Debentures. 


        Distributions
payable on each Common Security will be fixed at a rate per annum of       % (the "Coupon Rate") of the stated liquidation amount of
$25 per Common Security, such rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee. Distributions in arrears for more than one quarter will bear interest
thereon compounded quarterly at the Coupon Rate (to the extent permitted by applicable law). The term "Distributions" as used herein includes such cash distributions and any such interest payable
unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and 


A2-1





 




to the extent the Institutional Trustee has funds available therefor. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a
360-day year of twelve 30-day months, and for any period shorter than a full quarterly Distribution period for which Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 90-day quarter. 


        Except
as otherwise described below, Distributions on the Common Securities will be cumulative, will accrue from the date of original issuance and will be payable quarterly in arrears,
on March 31, June 30, September 30 and December 31 of each year, commencing on                         ,
20    , to Holders of record one (1)
Business Day prior to such payment dates, which payment dates shall correspond to the interest
payment dates on the Debentures; provided, however, that if the Preferred Securities are not then in book-entry only form, such Distributions shall be paid to the Holders of record on the March 15,
June 15, September 15 or December 15, as the case may be, prior to such payment dates. The Debenture Issuer has the right under the Indenture to defer payments of interest by extending the interest
payment period from time to time on the Debentures for a period not exceeding 20 consecutive quarters (each an "Extension Period") and, as a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, quarterly Distributions will continue to accrue with interest thereon (to the extent permitted by applicable law) at the Coupon Rate compounded quarterly during any
such Extension Period. Prior to the termination of any such Extension Period, the Debenture Issuer may further extend such Extension Period; provided that such Extension Period together with all such
previous and further extensions thereof may not exceed 20 consecutive quarters. Payments of accrued Distributions will be payable to Holders as they appear on the books and records of the Trust on the
record date immediately preceding the end of the Extension Period. Upon the termination of any Extension Period and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements. 


        The
Common Securities shall be redeemable as provided in the Declaration. 


A2-2





 

        IN
WITNESS WHEREOF, the Trust has executed this certificate this            day of
                        ,
20    . 



	 	 	PLC CAPITAL TRUST V
	
 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	Title:	 	 




A2-3





 
ASSIGNMENT  


FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to: 


(Insert
assignee's social security or tax identification number) 


(Insert
address and zip code of assignee) 


and
irrevocably appoints
                                        
agent to transfer this Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or
her. 


Date:
                         


Signature:
                                        


(Sign exactly as your name appears on the other side of this Common Security Certificate) 


A2-4






  



 
 

EXHIBIT B    
  


SPECIMEN OF DEBENTURE  


B-1






  



 
 

EXHIBIT C    
  


PURCHASE AGREEMENT  


C-1









QuickLinks



EXHIBIT 4(gg)



TABLE OF CONTENTS

CROSS-REFERENCE TABLE


AMENDED AND RESTATED DECLARATION OF TRUST OF PLC CAPITAL TRUST V


ANNEX I


EXHIBIT A-1 FORM OF PREFERRED SECURITY CERTIFICATE


EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE


EXHIBIT B


EXHIBIT C