<Page>

                                                                    Exhibit 4.08

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                              PLC CAPITAL TRUST III






                          Dated as of __________, 2001


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                                TABLE OF CONTENTS
<Table>
<Caption>

                                                                                                 PAGE
<S>                                                                                              <C>
         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


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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
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 OFHOLDERS 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


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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

         ARTICLE XIII.REPRESENTATIONS OF INSTITUTIONAL TRUSTEEAND 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
 .....................................................................................................
</Table>

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


                                      iii
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<Table>
<Caption>

<S>                                                                   <C>
CROSS-REFERENCE TABLE*
Section of
Trust Indenture Act                                                   Section of
         of 1939, as amended                                               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)
 .................................................................  *
</Table>

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



                                       1
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                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                              PLC CAPITAL TRUST III

                             ________________, 2001

         AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration") dated
and effective as of __________, 2001, 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
III (the "Trust"), a trust under the Delaware Business Trust Act, pursuant to
a Declaration of Trust dated as of July 1, 1999 (the "Original Declaration")
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on July 1, 1999 (the "Certificate of Trust"), 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 business trust under the Business 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;



<Page>


                  (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
         and all references in this Declaration to the "terms of the Securities"
         are to the terms of the Securities as set forth in Annex I hereto;

                  (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 or Wilmington, Delaware are authorized or
required by law to close.

         "Business 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.


                                       2
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         "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 Common Securities Guarantee
Agreement, dated as of _________, 2001, 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.

         "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.



                                       3
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         "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 Business 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. 5, dated as of
August ___, 2001 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.


                                      4
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         "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

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

         "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.

         "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 Preferred Securities
Guarantee Agreement, dated as



                                       5
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of __________, 2001, 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.

         "Pricing Agreement" means the Pricing Agreement incorporated into
the Purchase Agreement for the sale and purchase of Preferred Securities.

         "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
with direct responsibility for the administration of the Trust, 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.

         "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.


                                       6
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         "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 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.

         "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.



                                       7
<Page>

                  (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 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



                                       8
<Page>

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.

                  (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


                                       9
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                  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 aggregate 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 written 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.


                                       10
<Page>


                  (a) The Institutional Trustee shall, within 90 days after a
         Responsible Officer of the Institutional Trustee obtains actual
         knowledge of 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 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 or Event of Default under Sections 5.1
                  or 5.3 of the Indenture; or

                           (ii) any default or Event of 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 III," 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 Business 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 Trustee and to the Holders of the Securities, the Regular
Trustees may designate another principal office.

         SECTION 3.3. PURPOSE. The exclusive purposes and functions of the Trust
are (i) to issue and sell the Preferred Securities and the Common Securities
representing undivided beneficial interests in the assets of the Trust, (ii) to
use the gross proceeds from the sale of the Securities to acquire the Debentures
and (iii) to engage 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.


                                       11
<Page>

         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 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


                                       12
<Page>

                  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 Special 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;



                                       13
<Page>

                  (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;

                  (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 Institutional Trustee
         and 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.


                                       14
<Page>

         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;

                           (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 conducting any proceeding with respect to
                  any remedy available to the Debenture Trustee or 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


                                       15
<Page>

                  be required unless the Trust shall have received an opinion of
                  nationally recognized tax counsel to the effect that such
                  amendment, modification or termination 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 held by 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


                                       16
<Page>

                  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 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
         or 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 or waiving 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


                                       17
<Page>

         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 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


                                       18
<Page>

                  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 in writing 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;

                           (iii) whenever, in the administration of this
                  Declaration, the Institutional Trustee


                                       19
<Page>

                  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 reregistration 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;


                                       20
<Page>

                           (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 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 fully
                  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.

                           (xii) the Institutional Trustee shall not be liable
                  for any action taken, suffered, or omitted to be taken by it
                  in good faith, without negligence, and reasonably believed by
                  it to be authorized or within the discretion or rights or
                  powers conferred upon it by this Declaration;

                           (xiii) when the Institutional Trustee incurs expenses
                  or renders services in connection with an Event of Default
                  under the Indenture, such expenses (including the fees and
                  expenses of its counsel) and the compensation for such
                  services are intended to constitute expenses of administration
                  under any bankruptcy law or law relating to creditors rights
                  generally;

                           (xiv) in no event shall the Institutional Trustee be
                  liable for the selection of investments or for investment
                  losses incurred thereon. The Institutional Trustee shall have
                  no liability in respect of losses incurred as a result of the
                  liquidation of any such investment prior to its stated
                  maturity or the failure of the party directing such investment
                  to provide timely written investment direction. The
                  Institutional Trustee shall have no obligation to invest or
                  reinvest any amounts held hereunder in the absence of such
                  written investment direction; and


                                       21
<Page>


                           (xv) in the event that the Institutional Trustee is
                  also acting as Paying Agent hereunder, the rights and
                  protections afforded to the Institutional Trustee pursuant to
                  this Article III shall also be afforded to such Paying Agent.

                  (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 Business Trust Act and taking such actions
as are required to be taken by the Delaware Trustee under the Business Trust
Act. In the event that the Delaware Trustee is required to take any action or
perform any duty hereunder, the Delaware Trustee shall be entitled to the
benefits of Section 3.9(b)(ii) through (viii) and Section 3.10 of this
Declaration.

         SECTION 3.12. EXECUTION OF DOCUMENTS. Unless otherwise determined by
the Regular Trustees, and except as otherwise required by the Business 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 Person, except


                                       22
<Page>


         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 appoints a
                  trustee of the Successor Entity that possesses the same powers
                  and duties as the Institutional Trustee as the Holder of the
                  Debentures;

                           (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


                                       23
<Page>


                  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 under the Investment Company
                           Act;

                                    (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;


                                       24
<Page>


                  (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 and
         Pricing 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 Business Trust Act,
one Trustee (the "Delaware Trustee") shall be:

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


                                       25
<Page>


                  (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

         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


                                       26
<Page>


         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, 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.


                                       27
<Page>


         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


                                       28
<Page>


                           (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
         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


                                       29
<Page>


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 Person 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 Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, shall be a party, or any Person 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 Person
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


                                       30
<Page>


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"), which terms are
         incorporated by reference in, and made a part of, this Declaration as
         if specifically set forth herein, 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"), which terms are incorporated by reference in, and made
         a part of, this Declaration as if specifically set forth herein. 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
         Certificate, 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.


                                       31
<Page>


                  (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, the
         Preferred Securities Guarantee and the Indenture.

         SECTION 7.2. PAYING AGENT. In the event that the Preferred Securities
are not in book-entry only form, the Trust shall maintain 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


                                       32
<Page>


                  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 satisfaction of all liabilities of the Trust in
         accordance with the Business Trust Act, 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.

                  (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,


                                       33
<Page>


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

                  (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


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<Page>


         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:

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

                       (ii) 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.


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<Page>


         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 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 Business Trust Act, the
         Holders of the Preferred


                                       36
<Page>


         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

                           (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


                                       37
<Page>


                  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.


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<Page>


                           (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 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)


                                       39
<Page>


                  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 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


                                       40
<Page>


                  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 resignation or removal of the
         Institutional Trustee or the Delaware Trustee and the satisfaction and
         discharge of this Declaration.

                  (c) The Sponsor agrees to pay the Institutional Trustee and
         the Delaware Trustee, from time to time, such compensation for all
         services rendered by the Institutional Trustee and the Delaware Trustee
         hereunder including reasonable compensation expenses and disbursements
         of its agents and counsel as may be mutually agreed upon in writing by
         the Sponsor and the Institutional Trustee or the Delaware Trustee, as
         the case may be, and, except as otherwise expressly provided herein, to
         reimburse the Institutional Trustee and the Delaware trustee upon its
         or their request for all reasonable expenses, disbursements and
         advances incurred or made by the Institutional Trustee or the Delaware
         Trustee, as the case may be, in accordance with the provisions of this
         Trust Agreement, except any such expense, disbursement or advance as
         may be attributable to its or their negligence or bad faith.

         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


                                       41
<Page>


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 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


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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;

                  (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);


                                       43
<Page>


                           (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 9.1(c), 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;


                                       44
<Page>


                           (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 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


                                       45
<Page>


                  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 Business 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.

                                  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:


                                       46
<Page>


                  (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);


                                       47
<Page>


                  (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 III
                           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):


                                       48
<Page>


                  (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.

         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


                                       49
<Page>


one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.

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

                                         ---------------------------------------
                                         Richard J. Bielen
                                         Regular Trustee

                                         ---------------------------------------
                                         Jerry W. DeFoor
                                         Regular Trustee



                                         WILMINGTON TRUST COMPANY
                                         as Institutional Trustee

                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                         WILMINGTON TRUST COMPANY
                                         as Delaware Trustee

                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:



                                         PROTECTIVE LIFE CORPORATION
                                         as Sponsor

                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                       50
<Page>


                                     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 August __, 2001 (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


                                       51
<Page>


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 __________, 2001, and will be payable quarterly in arrears, on March
31, June 30, September 30, and December 31 of each year, commencing on
__________, 2001, 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 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 August ___, 2001, 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


                                       52
<Page>


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.

         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.
                   (a) The Securities are subject to redemption in accordance
herewith at any time after __________, 2006 and, in certain circumstances,
following the occurrence of a Special Event (as defined below).


                                       53
<Page>


                   (b) 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 Special 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.

                   (c) 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(i)(ii) below.

                   (d) 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.

                   (e) If, at any time, a Tax Event or an Investment Company
Event (each as defined below, and each a "Special Event") has occurred and is
continuing, the Company shall

                                       54
<Page>


have the right, upon not less than 30 nor more than 60 days notice, to redeem
the Securities in whole or in part, for cash in the amount of the Redemption
Price, within 90 days following the occurrence of such Special Event, and,
following such redemption, Trust Securities with an aggregate liquidation
amount equal to the aggregate principal amount of the Securities so redeemed
shall be redeemed by PLC Capital at the Redemption Price on a PRO RATA basis;
PROVIDED, HOWEVER, that if at the time there is available to the Company or
the Trust the opportunity to eliminate, within such 90 day period, the Tax
Event by taking some ministerial action, such as filing a form or making an
election or pursuing some other similar reasonable measure that has no
adverse effect on PLC Capital, the Company or the holders of the Trust
Securities, the Company or PLC Capital will pursue such measure in lieu of a
redemption. If the Company does not elect either to distribute the Securities
to the holders of the Preferred Securities in liquidation of PLC Capital or
to redeem the Securities, the Trust Securities shall remain outstanding and,
in the event a Tax Event is continuing, Additional Interest (as defined in
Section 2.18) will be payable on the Securities.

         "Tax Event" means the receipt by the Company of an opinion of a
nationally recognized independent tax counsel experienced in such matters to the
effect that, as a result of (A) 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 of Trust, the laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (B) 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 of Trust, there is more than an
insubstantial increase in the risk that (x) PLC Capital is, or will be within 90
days of the date thereof, subject to U.S. federal income tax with respect to
income received or accrued on the Securities, (y) interest payable by the
Company on the Securities is not, or within 90 days of the date thereof, will
not be, deductible, in whole or in part, for U.S. federal income tax purposes,
or (z) PLC Capital 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.

         "Investment Company Event" means that the Regular Trustees shall have
received an opinion of a nationally recognized independent counsel experienced
in practice under the Investment Company Act (an "Investment Company Event
Opinion") that, as a result of the occurrence of a change in law or regulation
or a written change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority (a "Change
in 1940 Act Law"), there is a more than an insubstantial risk that the Trust is
or will be considered an Investment Company which is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of the Prospectus.

         "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.


                                       55
<Page>


                  (f) 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.

                  (g) 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.

                  (h) 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.

                  (i)  "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 on whose behalf such nominee holds such securities) in
         accordance with the procedures applied


                                       56
<Page>


         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.


                                       57
<Page>


                           (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.

                  (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


                                       58
<Page>


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 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


                                       59
<Page>


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 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


                                       60
<Page>


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.


                                       61
<Page>


         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.


                                       62
<Page>


                                   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 III

            __% Trust Originated Preferred Securities(SM) ("TOPrS"SM)
                 (liquidation amount $25 per Preferred Security)

         PLC CAPITAL TRUST III, 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


                                       63
<Page>


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 _______, 2001, 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.

         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 __________, 2001, 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


                                       64
<Page>


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.


                                       65
<Page>


         IN WITNESS WHEREOF, the Trust has executed this certificate this _____
day of __________, 2001.

                                        PLC CAPITAL TRUST III


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       66
<Page>


                                  -------------

                                   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)


                                       67
<Page>


                                   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 III

                     ___% Trust Originated Common Securities
                  (liquidation amount $25 per Common Security)


         PLC CAPITAL TRUST III, 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 __________, 2001, 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


                                       68
<Page>


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 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 __________, 2001, 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


                                       69
<Page>


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.


                                       70
<Page>


         IN WITNESS WHEREOF, the Trust has executed this certificate this _____
day of __________, 2001.

                                             PLC CAPITAL TRUST III

                                             By:
                                                ------------------------------
                                                Name:
                                                Title:


                                       71
<Page>


                                 ---------------

                                   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)


                                       72
<Page>


                                    EXHIBIT B

                              SPECIMEN OF DEBENTURE


                                       73
<Page>


                                    EXHIBIT C

                               PURCHASE AGREEMENT


                                       74