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EXHIBIT 4(ee)    
  


DECLARATION
OF TRUST 


PLC
CAPITAL TRUST V 


Dated
as of December 26, 2002 






  



 
 

TABLE OF CONTENTS    
  



	 
	 	Page

	 	ARTICLE I. INTERPRETATION AND DEFINITIONS	 	 
	SECTION 1.1. Definitions	 	1
	 	

ARTICLE II. ORGANIZATION	
 	

 
	SECTION 2.1. Name	 	3
	SECTION 2.2. Office	 	3
	SECTION 2.3. Purpose	 	3
	SECTION 2.4. Authority	 	3
	SECTION 2.5. Title to Property of the Trust	 	3
	SECTION 2.6. Powers of the Trustee	 	3
	SECTION 2.7. Filing of Certificate of Trust	 	4
	SECTION 2.8. Duration of Trust	 	4
	SECTION 2.9. Responsibilities of the Sponsor	 	4
	SECTION 2.10. Declaration Binding on Securities Holders	 	4
	 	

ARTICLE III. TRUSTEES	
 	

 
	SECTION 3.1. Trustees	 	5
	SECTION 3.2. Regular Trustees	 	5
	SECTION 3.3. Delaware Trustee	 	5
	SECTION 3.4. Institutional Trustee	 	6
	SECTION 3.5. Not Responsible for Recitals or Sufficiency of Declaration	 	6
	 	

ARTICLE IV. LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS	
 	

 
	SECTION 4.1. Exculpation	 	6
	SECTION 4.2. Fiduciary Duty	 	6
	SECTION 4.3 Indemnification	 	7
	SECTION 4.4 Outside Business	 	9
	 	

ARTICLE V. AMENDMENTS, TERMINATION, MISCELLANEOUS	
 	

 
	SECTION 5.1. Amendments	 	9
	SECTION 5.2. Termination of Trust	 	9
	SECTION 5.3. Governing Law	 	10
	SECTION 5.4. Headings	 	10
	SECTION 5.5. Successors and Assigns	 	10
	SECTION 5.6. Partial Enforceability	 	10
	SECTION 5.7. Counterparts	 	10




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DECLARATION OF TRUST

OF

PLC CAPITAL TRUST V 


December 26,
2002 


        DECLARATION
OF TRUST ("Declaration") dated and effective as of December 26, 2002 by the undersigned Trustees (together with all other persons from time to time duly appointed and
serving as trustees in accordance with the provisions of this Declaration, the "Trustees"), Protective Life Corporation, a Delaware corporation, as trust sponsor (the "Sponsor"), and the holders, from
time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to this Declaration; 


        WHEREAS,
the Trustees and the Sponsor desire to establish a trust (the "Trust") pursuant to the Delaware Statutory Trust Act 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 (each as hereinafter defined); and 



        NOW,
THEREFORE, it being the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Declaration constitute the governing
instrument of such statutory 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 are to Articles and Sections of this Declaration unless otherwise specified; 


        (e)  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. 


        "Business
Day" means any day other than a day on which banking institutions in New York, New York or Wilmington, Delaware 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. 


        "Commission"
means the Securities and Exchange Commission. 


        "Common
Security" means a security representing a common undivided beneficial interest in the assets of the Trust with such terms as may be set out in any amendment to this Declaration. 


        "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. 





 



        "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 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. 



        "Debentures"
means the series of Debentures to be issued by the Debenture Issuer and acquired by the Trust. 


        "Delaware
Trustee" has the meaning set forth in Section 3.1. 


        "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 4.3(b). 



        "Holder"
means the Person in whose name a Certificate representing a Security is registered. 


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


        "Indenture"
means the Subordinated Indenture dated as of June 1, 1994, from Protective Life Corporation to the Debenture Trustee, as Trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued. 


        "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
Security" means a security representing a preferred undivided beneficial interest in the assets of the Trust with such terms as may be set out in any amendment to this
Declaration. 


        "Regular
Trustee" has the meaning set forth in Section 3.1. 



        "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. 


        "Sponsor"
means Protective Life Corporation, a Delaware corporation, 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). 


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        "Trustee"
or "Trustees" means each Person who has signed this Declaration as a trustee, so long as such Person shall continue as a trustee of the Trust 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. 


ARTICLE
II.

ORGANIZATION 


        SECTION
2.1.    Name.    The Trust created by this Declaration is named "PLC Capital Trust V". The Trust's activities
may be conducted under the name of the Trust or any other name deemed advisable by the Regular Trustees. 



        SECTION
2.2.    Office.    The address of the principal office of the Trust is c/o Protective Life Corporation, 2801
Highway 280 South, Birmingham, Alabama 35223. At any time, the Regular Trustees may designate another principal office. 


        SECTION
2.3.    Purpose.    The exclusive purposes and functions of the Trust are (i) issuing the 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. 


        SECTION
2.4.    Authority.    Subject to the limitations provided in this Declaration, 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. In dealing with the Regular Trustees acting on behalf of the Trust, no person shall be required to inquire into the authority of the Regular Trustees to bind the Trust. Persons dealing with the
Trust are entitled to rely conclusively on the power and authority of the Regular Trustees as set forth in this Declaration. 


        SECTION
2.5.    Title to Property of the Trust.    Legal title to all assets of the Trust shall be vested in the
Trust. 


        SECTION
2.6.    Powers of the Regular Trustees.    The Regular Trustees shall have the exclusive power 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 limited to a one-time simultaneous issuance of both Preferred Securities and Common Securities; 


        (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 a registration statement on Form S-3 prepared by the Sponsor, including any amendments thereto, in relation 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 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; 




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        (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; 



        (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 an underwriting or purchase agreement providing for the sale of the Preferred Securities; 




        (c)  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; 


        (d)  to
incur expenses that are necessary or incidental to carry out any of the purposes of this Declaration; and 


        (e)  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. 




        SECTION
2.7.    Filing of Certificate of Trust.    On or after the date of execution of this Declaration, the Trustees
shall cause the filing of the certificate of trust for the Trust in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware. 


        SECTION
2.8.    Duration of Trust.    The Trust, absent termination pursuant to the provisions of Section 5.2,
shall have existence for fifty-five (55) years from the date thereof. 


        SECTION
2.9.    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; 


        (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, and 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 class of Preferred
Securities under Section 12(b)of the Exchange Act, including any amendments thereto; and 


        (e)  to
negotiate the terms of an underwriting or purchase agreement and pricing agreement providing for the sale of the Preferred Securities. 




        SECTION
2.10.    Declaration Binding on Securities Holders.    Every Person by virtue of having become a Holder of a
Security or any interest therein 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. 


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ARTICLE
III.

TRUSTEES 


        SECTION
3.1.    Trustees.    The number of Trustees initially shall be three (3), and thereafter the number of
Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Sponsor. The Sponsor is entitled to appoint or remove without cause any Trustee at any time;
provided, however, that the number of Trustees shall in no event to less than two (2); provided further that one Trustee, in the case of a natural person, shall be a person who is a resident of the
State of Delaware or that, if not a natural person, is an entity which has its principal place of business in the State of Delaware (the "Delaware Trustee"); provided further that there shall be at
lease one Trustee who is an employee or officer of, or is affiliated with, the Sponsor (a "regular Trustee"). 


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


        (b)  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 which the Regular Trustees have the power and authority to cause the Trust to execute pursuant to Section 2.6, provided that, the registration statement referred to
in Section 2.6(b)(I), including any amendments thereto, shall be signed by a majority of the Regular Trustees; and 



        (c)  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 2.6. 




        SECTION
3.3.    Delaware Trustee.    The initial Delaware Trustee shall be: 




Wilmington
Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration 





        Notwithstanding
any other provision of the Declaration, the Delaware Trustee shall not be entitled to exercise any of the powers of, nor shall the Delaware T'rustee have any of the
duties and responsibilities of the Regular Trustees described in this Declaration. 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. Notwithstanding anything herein to the contrary, the Delaware Trustee shall not be liable for the acts or omissions to act of the Trust, of the Sponsor
or of the Regular Trustees except such acts as the Delaware Trustee is expressly obligated or authorized to undertake under this Declaration or the Statutory Trust Act and except for the gross
negligence or willful misconduct of the Delaware Trustee. 


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        SECTION
3.4.    Institutional Trustee.    Prior to the issuance of the Preferred Securities and Common Securities, the
Sponsor shall appoint a trustee (the "Institutional Trustee") meeting the requirements of an eligible trustee under the Trust Indenture Act of 1939, as amended, by the execution of an amendment to
this Declaration executed by the Regular Trustees, the Sponsor, the Institutional Trustee and the Delaware Trustee. 


        SECTION
3.5.    Not Responsible for Recitals or Sufficiency of Declaration.    The recitals contained in this
Declaration 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. 


ARTICLE
IV.

LIMITATION OF LIABILITY OF

HOLDERS OF SECURITIES, TRUSTEES OR OTHERS 


        SECTION
4.1.    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 performed or omitted 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 willful misconduct with respect to such acts or omissions; and 


        (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
4.2.    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, 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 



        (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 older 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 



6





 


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
4.3.    Indemnification.    



        (a)  (i) The
Debenture Issuer 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
Debenture Issuer 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 admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 4.3(a), or in defense of any claim,
issue or matter 




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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 4.3(a) (unless ordered by a court) shall be made by the Debenture Issuer 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 4.3(a) shall be paid by the Debenture Issuer 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 Debenture Issuer
as authorized in this Section 4.3(a). Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer 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 4.3(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 Debenture Issuer 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 4.3(a) shall be deemed to be provided by a contract between the Debenture Issuer and each Company Indemnified Person who serves in such capacity at any time while this
Section 4.3(a) is in effect. Any repeal or modification of this Section 4.3(a) shall not affect any rights or obligations then existing. 


      (vii)  The
Debenture Issuer 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 Debenture Issuer would have the power to indemnify him against such liability under the
provisions of this Section 4.3(a). 


      (viii)  For
purposes of this Section 4.3(a), references to "the Trust" shall include, in addition to the resulting or surviving entity, any constituent entity
(including any constituent of 




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a 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 4.3(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 4.3(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
Debenture Issuer agrees to indemnify (i) the Delaware Trustee, (ii) any Affiliate of the Delaware Trustee, and (iii) any officers, directors,
shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Delaware Trustee (each of the Persons in (i) through (iii) 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 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 4.3(b) shall survive the termination of this Declaration. 




        SECTION
4.4.    Outside Businesses.    Any Covered Person, the Sponsor, and the Delaware 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. Neither any Covered Persons, the Sponsor, the Delaware 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 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 may engage or be interested in any financial or other transaction with 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
V.

AMENDMENTS, TERMINATION, MISCELLANEOUS 


        SECTION
5.1.    Amendments.    At any time before the issue of any Securities, this Declaration may be amended by, and
only by, a written instrument executed by all of the Regular Trustees and the Sponsor; provided, however, if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware
Trustee, the amendment shall also be approved by the Delaware Trustee. 


        SECTION
5.2    Termination of Trust.    



        (a)  The
Trust shall terminate and be of no further force or affect: 



          (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 or of the Trust's certificate
of trust; 




9





 





        (iii)  upon
the entry of a decree of judicial dissolution of the Sponsor, or the Trust; and 


        (iv)  before
the issue of any Securities, with the consent of all of the Regular Trustees and the Sponsor; and 




        (b)  as
soon as is practicable after the occurrence of an event referred to in Section 5.2(a), the Trustees shall file a certificate of cancellation with the
Secretary of State of the State of Delaware. 




        SECTION
5.3.    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. 



        SECTION
5.4.    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
5.5.    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
5.6.    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
5.7.    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. 


10





 

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



	 	 	/s/ Richard J. Bielen
 Richard J. Bielen

Regular Trustee
	

 	
 	

/s/ Jerry W. DeFoor
 Jerry W. DeFoor

Regular Trustee
	

 	
 	

WILMINGTON TRUST COMPANY

as Delaware Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	/s/ Kristin Long
 Name: Kristin Long

Title: Account Manager
	

 	
 	

PROTECTIVE LIFE CORPORATION

as Sponsor and Debenture Issuer
	

 	
 	

By:	
 	

/s/ Richard J. Bielen
 Name: Richard J. Bielen




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Exhibit A    
  


STATE of DELAWARE

CERTIFICATE of TRUST
  of PLC CAPITAL TRUST V,
  a Delaware
Statutory Trust  


        The undersigned, the trustees of PLC Capital Trust V, desiring to form a business trust pursuant to Delaware Statutory Trust Act, 12 Del. C.
Section 3810, hereby certify as follows: 



	(a)
	The
name of the Delaware statutory trust (herein, the "Trust") is PLC Capital Trust I.



	(b)
	The
name and business address of the trustee of the Trust which has its principal place of business in the State of Delaware is as follows: 





Wilmington
Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration 



	(c)
	This
Certificate of Trust shall be effective as of the date of filing. 




Dated:
December 26, 2002 



	 	 	Richard J. Bielen, as Trustee
	

 	
 	

 	
 	


	

 	
 	

Jerry W. DeFoor, as Trustee
	

 	
 	

 	
 	


	

 	
 	

WILMINGTON TRUST COMPANY, as Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:




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