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EXHIBIT 4(y)    
  


        PREFERRED SECURITIES GUARANTEE AGREEMENT  


 PLC CAPITAL TRUST V  


 Dated as of                         ,
20          






  



 
 

TABLE OF CONTENTS    
  



	 
	 	 
	 	 
	 	Page

	ARTICLE I.	 	 
	

 	
 	

DEFINITIONS AND INTERPRETATION	
 	

 
	 	 	SECTION 1.1.	 	Definitions and Interpretation	 	2
	

ARTICLE II.	
 	

 
	

 	
 	

TRUST INDENTURE ACT	
 	

 
	 	 	SECTION 2.1.	 	Trust Indenture Act; Application	 	5
	 	 	SECTION 2.2.	 	Lists of Holders of Securities	 	5
	 	 	SECTION 2.3.	 	Reports by the Preferred Guarantee Trustee	 	6
	 	 	SECTION 2.4.	 	Periodic Reports to Preferred Guarantee Trustee	 	6
	 	 	SECTION 2.5.	 	Evidence of Compliance with Conditions Precedent	 	6
	 	 	SECTION 2.6.	 	Events of Default; Waiver	 	6
	 	 	SECTION 2.7.	 	Event of Default; Notice	 	6
	 	 	SECTION 2.8.	 	Conflicting Interests	 	7
	

ARTICLE III.	
 	

 
	

 	
 	

POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE	
 	

 
	 	 	SECTION 3.1.	 	Powers and Duties of the Preferred Guarantee Trustee	 	7
	 	 	SECTION 3.2.	 	Certain Rights of Preferred Guarantee Trustee	 	9
	 	 	SECTION 3.3.	 	Not Responsible for Recitals or Issuance of Guarantee	 	11
	

ARTICLE IV.	
 	

 
	

 	
 	

PREFERRED GUARANTEE TRUSTEE	
 	

 
	 	 	SECTION 4.1.	 	Preferred Guarantee Trustee; Eligibility	 	11
	 	 	SECTION 4.2.	 	Appointment, Removal and Resignation of Preferred Guarantee Trustees	 	12
	

ARTICLE V.	
 	

 
	

 	
 	

GUARANTEE	
 	

 
	 	 	SECTION 5.1.	 	Guarantee	 	13
	 	 	SECTION 5.2.	 	Waiver of Notice and Demand	 	13
	 	 	SECTION 5.3.	 	Obligations Not Affected	 	13
	 	 	SECTION 5.4.	 	Rights of Holders	 	15
	 	 	SECTION 5.5.	 	Guarantee of Payment	 	15
	 	 	SECTION 5.6.	 	Subrogation	 	15
	 	 	SECTION 5.7.	 	Independent Obligations	 	15
	

ARTICLE VI.	
 	

 
	

 	
 	

LIMITATION OF TRANSACTIONS; SUBORDINATION	
 	

 
	 	 	SECTION 6.1.	 	Limitation of Transactions	 	16
	 	 	SECTION 6.2.	 	Ranking	 	16
	

ARTICLE VII.	
 	

 
	

 	
 	

TERMINATION	
 	

 
	 	 	SECTION 7.1.	 	Termination	 	17
	

ARTICLE VIII.	
 	

 



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INDEMNIFICATION	
 	

 
	 	 	SECTION 8.1.	 	Exculpation	 	17
	 	 	SECTION 8.2.	 	Indemnification	 	18
	

ARTICLE IX.	
 	

 
	

 	
 	

MISCELLANEOUS	
 	

 
	 	 	SECTION 9.1.	 	Successors and Assigns	 	18
	 	 	SECTION 9.2.	 	Amendments	 	18
	 	 	SECTION 9.3.	 	Notices	 	19
	 	 	SECTION 9.4.	 	Benefit	 	19
	 	 	SECTION 9.5.	 	Governing Law	 	19




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PREFERRED SECURITIES GUARANTEE AGREEMENT    
  



        This GUARANTEE AGREEMENT (the "Preferred Securities Guarantee"), dated as of
                        ,
20        , is executed and delivered by Protective Life Corporation, a Delaware corporation (the "Guarantor"), and Wilmington Trust Company, as trustee (the
"Preferred Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PLC Capital Trust V, a Delaware statutory
business trust (the "Issuer"). 



        WHEREAS,
pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), dated as of                         ,
20        , among the trustees of the Issuer named therein, the Guarantor, as sponsor, and the holders from time to time of undivided beneficial interests in the
assets of the Issuer, the Issuer is issuing on the date hereof                          preferred securities, having an
aggregate liquidation amount of
$                   , designated the       % Trust Originated Preferred Securities (the "Preferred Securities");



        WHEREAS,
as incentive for the Holders to purchase the Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Preferred
Securities Guarantee, to pay to the Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein; and 


        WHEREAS,
the Guarantor is also executing and delivering a guarantee agreement (the "Common Securities Guarantee") in substantially identical terms to this Preferred Securities Guarantee
for the benefit of the holders of the Common Securities (as defined herein), except that if an Event of Default (as defined in the Indenture), has occurred and is continuing, the rights of holders of
the Common Securities to receive Guarantee Payments under the Common Securities Guarantee are subordinated to the rights of Holders of Preferred Securities to receive Guarantee Payments under this
Preferred Securities Guarantee. 


        NOW,
THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes
and delivers this Preferred Securities Guarantee for the benefit of the Holders. 


ARTICLE I.

DEFINITIONS AND INTERPRETATION  


        SECTION 1.1. Definitions and Interpretation. In this Preferred Securities Guarantee, unless the context otherwise requires: 



        (a)  Capitalized
terms used in this Preferred Securities Guarantee 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 Preferred Securities Guarantee has the same meaning throughout; 



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


        (d)  all
references in this Preferred Securities Guarantee to Articles and Sections are to Articles and Sections of this Preferred Securities Guarantee, unless otherwise
specified; 


        (e)  a
term defined in the Trust Indenture Act has the same meaning when used in this Preferred Securities Guarantee, unless otherwise defined in this Preferred Securities
Guarantee 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 of 1933, as amended, or any successor rule thereunder. 





 

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


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


        "Common
Securities" means the securities representing common undivided beneficial interests in the assets of the Issuer. 


        "Corporate
Trust Office" means the office of the Preferred Guarantee 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 Agreement is located at Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890,
Attention: Corporate Trust Administration. 


        "Covered
Person" means any Holder or beneficial owner of Preferred Securities. 


        "Debentures"
means the series of junior subordinated debt securities of the Guarantor designated the       % Subordinated Debentures due
20            , Series              held by the Institutional Trustee (as defined in the Declaration) of the Issuer.




        "Event
of Default" means a default by the Guarantor on any of its payment or other obligations under this Preferred Securities Guarantee. 


        "Guarantee
Payments" means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by the Issuer: (i) any
accrued and unpaid Distributions (as defined in the Declaration) that are required to be paid on such Preferred Securities to the extent the Issuer shall have funds available therefor, (ii) the
redemption price, including all accrued and unpaid Distributions to the date of redemption (the "Redemption Price") to the extent the Issuer has funds available therefor, with respect to any Preferred
Securities called for redemption by the Issuer, and (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the Issuer (other than in connection with the distribution of
Debentures to the Holders in exchange for Preferred Securities as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid Distributions on
the Preferred Securities to the date of payment, to the extent the Issuer shall have funds available therefor, and (b) the amount of assets of the Issuer remaining available for distribution to
Holders in liquidation of the Issuer (in either case, the "Liquidation Distribution"). If an event of default under the Indenture has occurred and is continuing, the rights of holders of the Common
Securities to receive payments under the Common Securities Guarantee Agreement are subordinated to the rights of Holders of Preferred Securities to receive Guarantee Payments. 



        "Holder"
shall mean any holder, as registered on the books and records of the Issuer of any Preferred Securities; provided, however, that, in determining whether the holders of the
requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor or any Affiliate of the Guarantor. 


        "Indemnified
Person" means the Preferred Guarantee Trustee, any Affiliate of the Preferred Guarantee Trustee, or any officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents of the Preferred Guarantee Trustee. 



        "Indenture"
means the Indenture dated as of June 1, 1994, among the Guarantor (the "Debenture Issuer") and AmSouth Bank (as successor by merger to AmSouth Bank of Alabama, successor by
conversion of charter to AmSouth Bank N.A.), as trustee, and any indenture supplemental thereto pursuant to which certain subordinated debt securities of the Debenture Issuer are to be issued to the
Institutional Trustee of the Issuer. 


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        "Majority
in liquidation amount of the Securities" means, except as provided by the Trust Indenture Act, a vote by Holder(s) of Preferred Securities, voting separately as a class, of
more than 50% of the 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 Preferred Securities. 


        "Officers'
Certificate" means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers' Certificate delivered with respect to compliance
with a condition or covenant provided for in this Preferred Securities Guarantee shall include: 



        (a)  a
statement that each officer signing the Officers' Certificate has read the covenant or condition and the definition relating thereto; 


        (b)  a
brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' 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. 




        "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
Guarantee Trustee" means Wilmington Trust Company until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of
this Preferred Securities Guarantee and thereafter means each such Successor Preferred Guarantee Trustee. 


        "Responsible
Officer" means, with respect to the Preferred Guarantee Trustee, any officer within the Corporate Trust Office of the Preferred Guarantee 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 Preferred Guarantee 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. 


        "Successor
Preferred Guarantee Trustee" means a successor Preferred Guarantee Trustee possessing the qualifications to act as Preferred Guarantee Trustee under Section 4.1. 


        "Trust
Indenture Act" means the Trust Indenture Act of 1939, as amended. 


ARTICLE II.

TRUST INDENTURE ACT  


        SECTION 2.1. Trust Indenture Act; Application. (a) This Preferred Securities Guarantee is subject to the provisions of the Trust Indenture Act that are required
to be part of this Preferred Securities Guarantee and shall, to the extent applicable, be governed by such provisions; and (b) if and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control. 



        SECTION
2.2. Lists of Holders of Securities. (a) The Guarantor shall provide the Preferred Guarantee Trustee with a list, in such form as the Preferred Guarantee Trustee may reasonably
require, 


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of the names and addresses of the Holders of the Preferred Securities ("List of Holders") as of such date, (i) concurrently with the provision of such a list to the Institutional Trustee
pursuant to the Declaration, and (ii) at any time within 30 days of receipt by the Guarantor 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 Preferred Guarantee Trustee provided, that the Guarantor shall not 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 given to the Preferred Guarantee Trustee by the Guarantor. The Preferred Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders. 


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


        SECTION
2.3. Reports by the Preferred Guarantee Trustee. Within 60 days after May 15 of each year, the Preferred Guarantee 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 Preferred Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act. 


        SECTION
2.4. Periodic Reports to Preferred Guarantee Trustee. The Guarantor shall provide to the Preferred Guarantee Trustee such documents, reports and information as required by
Section 314 (if any) and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. 



        SECTION
2.5. Evidence of Compliance with Conditions Precedent. The Guarantor shall provide to the Preferred Guarantee Trustee such evidence of compliance with any conditions precedent,
if any, provided for in this Preferred Securities Guarantee 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. 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 and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Preferred Securities Guarantee, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 


        SECTION
2.7. Event of Default; Notice. (a) The Preferred Guarantee 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 Preferred Securities, notices of all Events of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee, unless such defaults have been cured
before the giving of such notice, provided, that, the Preferred Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Preferred Guarantee
Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Preferred Securities. 


        (b)  The
Preferred Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Preferred Guarantee Trustee shall have received written notice,
or unless a Responsible Officer of the Preferred Guarantee Trustee charged with the administration of the Declaration shall have obtained actual knowledge thereof. 



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


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ARTICLE III.

POWERS, DUTIES AND RIGHTS OF

PREFERRED GUARANTEE TRUSTEE  


        SECTION 3.1. Powers and Duties of the Preferred Guarantee Trustee. 



        (a)  This
Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders of the Preferred Securities, and the Preferred
Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any Person except a Holder of Preferred Securities exercising his or her rights pursuant to Section 5.4(b) or to a Successor
Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the
Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee. 



        (b)  If
an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall
enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities. 


        (c)  The
Preferred Guarantee 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 Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred
Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the Preferred Guarantee
Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 


        (d)  No
provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee 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 any 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 Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the
Preferred Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants
or obligations shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee; and 


        (B)  in
the absence of bad faith on the part of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Preferred Guarantee Trustee and conforming to the requirements of this Preferred Securities
Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Preferred Guarantee Trustee, the Preferred Guarantee
Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Preferred Securities Guarantee; 




        (ii)
the Preferred Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Preferred Guarantee Trustee, unless it shall be
proved 



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that the Preferred Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; 


        (iii)
the Preferred Guarantee 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 Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee
Trustee, or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; and 


        (iv)
no provision of this Preferred Securities Guarantee shall require the Preferred Guarantee 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 the Preferred Guarantee Trustee 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 Preferred Securities Guarantee or indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against such risk or
liability is not reasonably assured to it. 




        SECTION
3.2. Certain Rights of Preferred Guarantee Trustee. (a) Subject to the provisions of Section 3.1: 



        (i)
The Preferred Guarantee 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 Guarantor contemplated by this Preferred Securities Guarantee shall be sufficiently evidenced by a Direction (as defined in the Declaration) or an
Officers' Certificate. 


        (iii)
Whenever, in the administration of this Preferred Securities Guarantee, the Preferred Guarantee Trustee shall deem it desirable that a matter be proved or established before
taking, suffering or omitting any action hereunder, the Preferred Guarantee 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 Guarantor. 



        (iv)
The Preferred Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refiling or registration thereof). 


        (v)
The Preferred Guarantee Trustee may consult with counsel, and the written advice or opinion of such counsel with respect to legal matters 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. Such counsel may be counsel to the Guarantor or any of its
Affiliates and may
include any of its employees. The Preferred Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Preferred Securities Guarantee from any court
of competent jurisdiction. 


        (vi)
The Preferred Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Preferred Securities Guarantee at the request or direction
of any Holder, unless such Holder shall have provided to the Preferred Guarantee Trustee such security and indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against the costs,
expenses (including attorneys' fees and expenses and the expenses of the Preferred Guarantee Trustee's agents, nominees or custodians) and liabilities that might be incurred by it in complying 



6





 





with such request or direction, including such reasonable advances as may be requested by the Preferred Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(vi) shall be taken
to relieve the Preferred Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Preferred Securities Guarantee. 


        (vii)
The Preferred Guarantee 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 Preferred Guarantee Trustee, in its discretion, may make
such further inquiry or investigation into such facts or matters as it may see fit. 


        (viii)
The Preferred Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or
attorneys, and the Preferred Guarantee 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 Preferred Guarantee Trustee or its agents hereunder shall bind the Holders of the Preferred Securities, and the signature of the Preferred Guarantee Trustee
or its agents alone shall be sufficient and effective to perform any such action. No third party shall be required to inquire as to the authority of the Preferred Guarantee Trustee to so act or as to
its compliance with any of the terms and provisions of this Preferred Securities Guarantee, both of which shall be conclusively evidenced by the Preferred Guarantee Trustee's or its agent's taking
such action. 


        (x)
Whenever in the administration of this Preferred Securities Guarantee the Preferred Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any
remedy or right or taking any other action hereunder, the Preferred Guarantee Trustee (i) may request instructions from the Holders of a Majority in liquidation amount of the Preferred Securities,
(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. 




        (b)
No provision of this Preferred Securities Guarantee shall be deemed to impose any duty or obligation on the Preferred Guarantee 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 Preferred Guarantee 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 Preferred Guarantee Trustee
shall be construed to be a duty. 


        SECTION
3.3. Not Responsible for Recitals or Issuance of Guarantee. The recitals contained in this Guarantee shall be taken as the statements of the Guarantor, and the Preferred
Guarantee Trustee does not assume any responsibility for their correctness. The Preferred Guarantee Trustee makes no representation as to the validity or sufficiency of this Preferred Securities
Guarantee. 


ARTICLE IV.

PREFERRED GUARANTEE TRUSTEE  



        SECTION 4.1. Preferred Guarantee Trustee; Eligibility. (a) There shall at all times be a Preferred Guarantee Trustee which shall: 



        (i)
not be an Affiliate of the Guarantor; 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 Securities and Exchange Commission to act as an institutional trustee 



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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 4.1(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 Preferred Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2 (c). 


        (c)  If
the Preferred Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Preferred
Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. 



        SECTION
4.2. Appointment, Removal and Resignation of Preferred Guarantee Trustees. (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without
cause at any time by the Guarantor. 


        (b)  The
Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted
such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor. 


        (c)  The
Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or
resignation. The Preferred Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Preferred Guarantee Trustee and
delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed
by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee. 


        (d)  If
no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the
Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee. 


        (e)  No
Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee. 


        (f)    Upon
termination of this Preferred Securities Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this 



        Section
4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all amounts accrued to the date of such termination, removal or resignation. 


ARTICLE V.

GUARANTEE  


        SECTION 5.1. Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or 


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assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts
to the Holders. 


        SECTION
5.2. Waiver of Notice and Demand. The Guarantor hereby waives notice of acceptance of this Preferred Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands. 


        SECTION
5.3. Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following: 



        (a)  the
release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition
relating to the Preferred Securities to be performed or observed by the Issuer; 



        (b)  the
extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable
under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities (other than an
extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from the extension of any interest payment period on the Debentures or any
extension of the maturity date of the Debentures permitted by the Indenture); 


        (c)  any
failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the
Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; 


        (d)  the
voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; 


        (e)  any
invalidity of, or defect or deficiency in, the Preferred Securities; 


        (f)    the
settlement or compromise of any obligation guaranteed hereby or hereby incurred; or 


        (g)  any
other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that
the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. 




        There
shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing. 



        SECTION
5.4. Rights of Holders. (a) The Holders of a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting of any
proceeding for any remedy available to the Preferred Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Guarantee Trustee
under this Preferred Securities Guarantee. 


        (b)  If
the Preferred Guarantee Trustee fails to enforce this Preferred Securities Guarantee with respect to the right of any Holders to receive any Guarantee Payment in
accordance herewith, such Holder may directly institute a proceeding against the Guarantor for enforcement of the Preferred Security Guarantee for such payment. The Guarantor waives any right or
remedy to require that any 


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action be brought first against the Issuer or any other Person or entity before proceeding directly against the Guarantor. 


        SECTION
5.5. Guarantee of Payment. This Preferred Securities Guarantee creates a guarantee of payment and not of collection. 



        SECTION
5.6. Subrogation. The Guarantor shall be subrogated to all (if any) rights of the Holders of Preferred Securities against the Issuer in respect of any amounts paid to such
Holders by the Guarantor under this Preferred Securities Guarantee; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Preferred Securities Guarantee, if, at the time of any such payment, any amounts are due and unpaid under this Preferred Securities Guarantee.
If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders. 



        SECTION
5.7. Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Preferred Securities,
and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Preferred Securities Guarantee notwithstanding the occurrence of
any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof. 


ARTICLE VI.

LIMITATION OF TRANSACTIONS; SUBORDINATION  


        SECTION 6.1. Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of
Default or an event of default under the Declaration, then (a) the Guarantor shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor of its
obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its common
stock, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (iii) the
purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv)
redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of Alabama as Rights Agent), (b) the Guarantor shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari
passu with or junior to the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Agreement, the
Common Securities Guarantee, dated as of                         ,
20         (the "Common Guarantee") of the Guarantor with respect to the
      % Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee dated as of August 22, 2001 and the Common Securities Guarantee,
dated August 22, 2001 of the Company with respect to the 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Preferred Securities
Guarantee, dated as of September 25, 2002, the Common Securities Guarantee dated as of September 25, 2002 of the Company with respect to the 71/4% Trust Originated
Preferred Securities Series E of PLC Capital Trust IV. 


        SECTION
6.2. Ranking. This Preferred Securities Guarantee will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment to all
present and future Senior Indebtedness (as such term is defined in the Indenture), (ii) pari passu with the 


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Common Guarantee, the Debentures, the Company's Guarantee of PLC Capital Trust III's 71/2% Trust Originated Preferred Securities, having an aggregate liquidation amount of
$100.0 million, the Company's Guarantee of PLC Capital Trust III's 71/2% Trust Originated Common Securities, having an aggregate liquidation amount of $3.1 million, the
Company's 71/2% Subordinated Debentures due 2031, Series D, having an aggregate liquidation amount of $103.1 million, the Company's Guarantee of PLC Capital Trust IV's
71/4% Trust Originated Preferred Securities, having an aggregate liquidation amount of $115.0 million, the Company's Guarantee of PLC Capital Trust IV's 71/4%
Trust Originated Common Securities, having an aggregate liquidation amount of $3.6 million and the Company's 71/4% Subordinated Debentures due 2032, Series E, having an
aggregate liquidation amount of $118.6 million, and any other liabilities or obligations that may be pari passu by their terms and (iii) senior
to the Guarantor's common stock, the most senior preferred or preference stock now or hereafter issued by the Guarantor and with any guarantee now or hereafter entered into by the Guarantor in respect
of any preferred or preference stock of any affiliate of the Guarantor. 


ARTICLE VII.

TERMINATION  


        SECTION 7.1. Termination. This Preferred Securities Guarantee shall terminate upon (i) full payment of the Redemption Price of all Preferred Securities, (ii) upon
the distribution of the Debentures to the Holders of all of the Preferred Securities or (iii) upon full payment of the amounts payable in accordance with the Declaration upon liquidation of the
Issuer. Notwithstanding the foregoing, this Preferred Securities Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder of Preferred Securities
must restore payment of any sums paid under the Preferred Securities or under this Preferred Securities Guarantee. 


ARTICLE VIII.

INDEMNIFICATION  


        SECTION 8.1. Exculpation. (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Covered Person for
any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Preferred Securities Guarantee and in a manner
that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Preferred Securities Guarantee 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 negligence 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 Guarantor and upon such information, opinions, reports or statements
presented to the Guarantor 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 Guarantor, 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 Preferred Securities might properly be paid. 


        SECTION
8.2. Indemnification. (a) To the fullest extent permitted by applicable law, the Guarantor shall indemnify and hold harmless each Indemnified Person from and against any loss,
damage or claim incurred by such Indemnified Person by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee Agreement and in a
manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Guarantee Agreement, except that no Indemnified Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of negligence or willful misconduct with respect to such acts or omissions. 


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        (b)  To
the fullest extent permitted by applicable law, reasonable expenses (including legal fees) incurred by an Indemnified Person in defending any claim, demand, action,
suit or proceeding shall, from time to time, be advanced by the Guarantor prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Guarantor of an
undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in Section 8.2(a). 


        (c)  The
obligation to indemnify as set forth in this Section 8.2 shall survive the termination of the Preferred Securities Guarantee. 


ARTICLE IX.

MISCELLANEOUS  


        SECTION 9.1. Successors and Assigns. All guarantees and agreements contained in this Preferred Securities Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred Securities then outstanding. 


        SECTION
9.2. Amendments. Except with respect to any changes that do not adversely affect the rights of Holders (in which case no consent of Holders will be required), this Preferred
Securities Guarantee may only be amended with the prior approval of the Holders of at least a Majority in 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 the outstanding Preferred Securities. The provisions of Section 12.2 of the
Declaration with respect to meetings of Holders of the Securities apply to the giving of such approval. 



        SECTION
9.3. Notices. All notices provided for in this Preferred Securities Guarantee 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 Preferred Guarantee Trustee, at the Preferred Guarantee Trustee's mailing address set forth below (or such other address as the Preferred Guarantee
Trustee may give notice of to the Holders of the Preferred Securities): 


Wilmington
Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration 


        (b)  If
given to the Guarantor, at the Guarantor's mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders of the Preferred
Securities): 


Protective
Life Corporation

2801 Highway 280 South

Birmingham, Alabama 35223

Attention: Secretary 


        (c)  If
given to any Holder of Preferred Securities, at the address set forth on the books and records of the Issuer. 




        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. 


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        SECTION
9.4. Benefit. This Preferred Securities Guarantee is solely for the benefit of the Holders of the Preferred Securities and, subject to Section 3.1(a), is not separately
transferable from the Preferred Securities. 


        SECTION
9.5. Governing Law. THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 


        THIS
PREFERRED SECURITIES GUARANTEE is executed as of the day and year first above written. 



	 	 	PROTECTIVE LIFE CORPORATION, as Guarantor
	
 	
 	

By:	
 	

 
	 	 	 	 	

	

 	
 	

Name:	
 	

 
	 	 	Title:	 	 
	

 	
 	

WILMINGTON TRUST COMPANY, as Preferred

Guarantee Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	Title:	 	 




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PREFERRED SECURITIES GUARANTEE AGREEMENT