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Exhibit 4.08    
    


       



 
 

PROTECTIVE LIFE CORPORATION
  
    to
  
    THE BANK OF NEW YORK
  (as successor to AmSouth Bank)
  as Trustee    



      





 
 

SUPPLEMENTAL INDENTURE No. 7
  Dated as of January    , 2004    






       



          % Subordinated Debentures

Due 2034, Series F

$103,125,000  









 
 

PROTECTIVE LIFE CORPORATION
  SUPPLEMENTAL INDENTURE No. 7
  $103,125,000
       % Subordinated Debentures
  Due 2034, Series F    
    



        SUPPLEMENTAL INDENTURE No. 7, dated as of January     , 2004 from PROTECTIVE LIFE CORPORATION, a Delaware corporation (the "Company"), to
THE BANK OF NEW YORK (as successor to AmSouth Bank), as trustee (the "Trustee"). 


Recitals


        The
Company has heretofore executed and delivered to the Trustee a Subordinated Indenture, dated as of June 1, 1994 as supplemented and amended by Supplemental Indenture
No. 1, dated as of June 9, 1994, Supplemental Indenture No. 2, dated as of August 1, 1994, Supplemental Indenture No. 3, dated as of April 29, 1997,
Supplemental Indenture No. 4, dated as of November 20, 1997, Supplemental Indenture No. 5, dated as of August 22, 2001, Supplemental Indenture No. 6, dated
September 25, 2002 and Supplemental Indenture No. 7, dated January    , 2004 (as so supplemented and amended, the "Indenture"), providing for the issuance from time to time of
series of the Company's Securities. 


        Section 3.1
of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the
Indenture. 



        Section 8.1(7)
of the Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Indenture to establish the form or terms of Securities of
any series as provided by Sections 2.1 and 3.1 of the Indenture. 


        For
and in consideration of the premises and the issuance of the series of Securities provided for herein, it is mutually covenanted and agreed as follows for the equal and ratable
benefit of the Holders of the Securities of such series: 


ARTICLE 1

Relation to Indenture; Definitions  


        Section 1.1.    This Supplemental Indenture No. 7 constitutes an integral part of the Indenture. 


        Section 1.2.    For
all purposes of this Supplemental Indenture No. 7: 


        (1)   Capitalized
terms used herein without definition shall have the meanings specified in the Indenture; 


        (2)   All
references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture No. 7;
and 


        (3)   The
terms "herein", "hereof", "hereunder" and other words of similar import refer to this Supplemental Indenture No. 7. 


ARTICLE 2

The Series of Securities  


        Section 2.1.    Title of the Securities.    There shall be a series of Securities
designated the "            % Subordinated Debentures Due 2034, Series F" (hereinafter, the "Securities"). 



        Section 2.2.    Limitation on Aggregate Principal Amount; Date of Securities.    The aggregate principal amount
of the Securities shall be limited to $103,125,000. Each Security shall be dated the date of its authentication. 





 



        Section 2.3.    Principal Payment Dates.    The principal amount of the Securities Outstanding (together with
any accrued and unpaid interest thereon) shall be payable in a single installment on January    , 2034. 


        Section 2.4.    Interest and Interest Rates.    The rate of interest on each Security shall be            %
per annum, accruing from January    , 2004 and, subject to Section 2.5, interest shall be payable, in arrears, on March 30, June 30, September 30 and
December 30 of each year (each an "Interest Payment Date"), commencing March 30, 2004. The amount of interest payable on any Interest Payment Date shall be computed on the basis of
twelve 30-day months and a 360-day year and, for any period that is shorter than a full 90-day quarter, will be calculated on the basis of the actual number of days
elapsed in such period. In the event that any date on which interest is payable on a Security is not a Business Day, then payment of the interest payable on such date will be made on the next
succeeding day which 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. The interest so payable on any Security which is punctually paid or duly
provided for on any Interest Payment Date shall be paid to the Person in whose name such Security is registered at the close of business on the Regular Record Date for such Interest Payment Date,
which, for purposes of this Supplemental Indenture No. 7, shall be the Business Day preceding such Interest Payment Date; provided, that in the event the Securities shall not continue to remain
in book-entry only form, the record dates shall be the March 15, June 15, September 15 and December 15 prior to the applicable Interest Payment Date. The
interest so payable on any Security which is not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Person in whose name such Security is
registered on the relevant Regular Record Date, and such defaulted interest shall instead be payable to the Person in whose name such Security is registered on the special record date or other
specified date determined in accordance with the Indenture. 



        Section 2.5.    Extension of Interest Payment Period.    Notwithstanding anything contained herein or in the
Indenture to the contrary, the Company shall have the right at any time, and from time to time, during the term of the Securities to defer payments of interest by extending the interest payment period
to the next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarters (each such period, an "Extension Period"), but no such Extension Period may extend beyond
January    , 2034. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid (including any Additional Interest, as hereinafter defined) together
with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compound Interest");  provided, that during any such Extension Period,
(a) the Company shall not declare or pay dividends on, make any distribution with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's common stock in connection
with the satisfaction by the Company of its obligations under any employee benefit plans or the satisfaction by the Company of its obligation pursuant to any contract or security requiring it to
purchase shares of its common stock, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock
for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange
provisions of such capital stock or the security being converted or exchanged, and (iv) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between
the Company and The Bank of New York (as successor to AmSouth Bank) as Rights Agent), (b) the Company shall not make any payment of principal, premium, if any, or interest on or repay,
repurchase or redeem any debt securities issued by the Company that rank pari passu with or junior to the Securities and (c) the Company shall
not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee Agreement, dated as of January     , 2004 of the Company (the
"Guarantee") with respect to 


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the             %
Trust Originated Preferred Securities (the "Preferred Securities") issued by PLC Capital Trust V ("PLC Capital"), the Common Securities Guarantee Agreement,
dated as of January    , 2004 of the Company (the "Common Guarantee," and together with the Guarantee, the "Guarantees") with respect to the            % Trust Originated
Common
Securities (the "Common Securities," and together with the Preferred Securities, the "Trust Securities") issued by PLC Capital and the Preferred Securities Guarantee Agreement dated as of
August 22, 2001 of the Company (the "Series D Preferred Guarantee") with respect to the 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust
III and the Common Securities Guarantee Agreement, dated as of August 22, 2001 of the Company (the "Series D Common Guarantee") with respect to the 71/2% Trust Originated
Common Securities (together with the Series D Preferred Guarantee, the "Series D Guarantee") and the Preferred Securities Guarantee Agreement dated as of September 25, 2002 of the
Company (the "Series E Preferred Guarantee") with respect to the 71/4% Trust Originated Preferred Securities Series E of PLC Capital Trust IV and the Common Securities
Guarantee Agreement, dated as of September 25, 2002 of the Company (the "Series E Common Guarantee") with respect to the 71/4% Trust Originated Common Securities (together
with the Series E Preferred Guarantee, the "Series E Guarantees"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by extending
the interest payment period; provided, however, that, such Extension Period, including all such previous and further extensions, may not exceed 20
consecutive quarters or beyond the Stated Maturity. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to
the terms set forth in this section. No interest shall be due and payable during any Extension Period, except at the end thereof, but the Company may prepay at any time all or any portion of the
interest accrued during an Extension Period. If the Institutional Trustee (as defined in the Amended and Restated Declaration of Trust of PLC Capital Trust V, dated as of January    , 2004
(the "Declaration of Trust")) shall be the sole holder of the Securities, the Company shall give the Regular Trustees (as defined in the Declaration of Trust), the
Institutional Trustee (as defined in the Declaration of Trust) and the Indenture Trustee, notice of its selection of such Extension Period one Business Day prior to the earlier of (i) the date
distributions on the Preferred Securities are payable or (ii) the date the Regular Trustees are required to give notice of the record date or the date such distribution is payable to the New
York Stock Exchange (or other applicable self-regulatory organization) or to holders of the Preferred Securities, but in any event at least one Business Day before such record date. If the
Institutional Trustee shall not be the sole holder of the Securities, the Company shall give the holders of the Securities notice of its selection of such Extension Period at least 10 Business Days
prior to the earlier of (i) the Interest Payment Date or (ii) the date upon which the Company is required to give notice of the record or payment date of such interest payment to the New
York Stock Exchange (or other applicable self-regulatory organization) or to holders of the Securities. The quarter in which any notice is given pursuant to this Section 2.5 shall
be counted as one of the 20 quarters permitted in the maximum Extension Period permitted hereunder. 


        Section 2.6.    Place of Payment.    The Place of Payment where the Securities issued in certificated form may
be presented or surrendered for payment, where such Securities may be surrendered for registration of transfer or exchange and where notices and demands to and upon the Company in respect of such
Securities and the Indenture may be served shall be the Corporate Trust Office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by checks mailed to
the Holders at such addresses as shall appear in the Register. Notwithstanding the foregoing, so long as the Holder of any Securities is the Institutional Trustee, the payment of the principal of and
interest (including Compound Interest and Additional Interest, if any) on such Securities held by the Institutional Trustee will be made at such place and to such account as may be designated by the
Institutional Trustee. 


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        Section 2.7.    Redemption.    Subject to the terms and conditions of Article 10 of the Indenture: 


        (1)   Optional Redemption.    The Company may redeem the Securities in whole at any time or in part from time to
time, in each case on or after January    , 2009, but prior to the Stated Maturity, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the
principal amount of the Securities to be redeemed plus any accrued and unpaid interest, including Additional Interest, if any, to the date fixed for redemption (the "Redemption Price"). 


        (2)   The
Company will have the right at any time to dissolve PLC Capital and cause the Securities to be distributed to the holders of the Trust Securities in accordance with
the Declaration of Trust. 


        (3)   Special Event Redemption.



        (i)    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 have
the right, upon not less than 30 nor more than 60 days notice, to redeem the Securities in whole but not 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; 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 Special Event is continuing, Additional Interest (as defined in Section 2.18) will be payable on the Securities. 


        (ii)   "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. 


        (iii)  "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 



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Prospectus
Supplement dated January    , 2004 relating to the offer and sale of the Preferred Securities (the "Prospectus Supplement"). 




        (4)   The
Securities are not entitled to the benefit of any sinking fund. 


        (5)   If
Securities are distributed to the holders of the Preferred Securities, (i) the Company will use its best efforts to cause the Securities to be listed on the
New York Stock Exchange or on such other exchange as the Preferred Securities are then listed, and (ii) the Indenture, this Supplemental Indenture No. 7 and the terms of the Securities
may, thereafter, be modified or amended with the consent of not less than 662/3% in principal amount of the Securities at any time outstanding, provided,
however, that no such modification or amendment may, without the consent of the Holder of each Security affected thereby, (A) extend the stated maturity of the principal
of any Security, or reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon (other than as provided in Section 2.5 or this Supplemental
Indenture No. 7), or reduce any amount payable on redemption thereof or change the currency in which the principal thereof or interest thereon is payable or impair the right to institute suit
for the enforcement of any payment on any Security when due, or (B) reduce the aforesaid principal amount of Securities, the consent of the Holders of which is required for any such
modification. 


        Section 2.8.    Preferred Security Holders' Rights.    If an Event of Default constituting the failure to pay
interest or principal on the Securities on the date such interest or principal is otherwise payable has occurred and is continuing, then a holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such holder directly of the principal of or interest on the Securities 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 Securities. The holders of Preferred Securities will not be able to exercise directly any other remedy available to the
holders of the Securities under this Supplemental Indenture No. 7 or under the Indenture unless the Institutional Trustee fails to do so. 


        Section 2.9.    Additional Covenants.    The Company agrees that if (i) there shall have occurred any
event that would constitute an Event of Default (as defined herein) or (ii) the Company shall be in default with respect to its payment of any obligations under the Guarantee or Common
Guarantee, or (iii) the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in this
Supplemental Indenture No. 7 and such period, or any extension thereof, shall be continuing, then (a) the Company shall not declare or pay any dividend on, make any distribution with
respect to, or redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's common stock
in connection with the satisfaction by the Company of its obligations under any employee benefit plans or the satisfaction by the Company of its obligation pursuant to any contract or security
requiring it to purchase shares of its common stock, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's
capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion
or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7,
1995, between the Company and The Bank of New York (as successor to AmSouth Bank) as Rights Agent), (b) the Company shall not make any payment of principal, premium, if any, or interest on or
repay, repurchase or redeem any debt securities issued by the Company that rank pari passu with or junior to the Securities, and (c) the Company
shall not make any guarantee payments with respect to the foregoing (other than pursuant to either of the Guarantees, the Series D Guarantees or the Series E Guarantees). 


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        The
Company agrees (i) to directly or indirectly maintain 100% ownership of the Common Securities; provided,  however, that any permitted successor of the
Company under the Indenture may succeed to the Company's ownership of such Common Securities,
(ii) not to voluntarily terminate, wind-up or liquidate PLC Capital, except (a) in connection with a distribution of Securities to the holders of the Preferred Securities in
liquidation of PLC Capital, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Declaration of Trust and (iii) to use its reasonable efforts,
consistent with the terms and provisions of the Declaration of Trust, to cause PLC Capital to remain a grantor trust and not to be classified as an association taxable as a corporation for United
States federal income tax purposes. 


        Section 2.10.    Denomination.    The Securities shall be issuable in denominations of $1,000 and integral
multiples thereof. 


        Section 2.11.    Currency.    Principal and interest on the Securities shall be payable in Dollars. 



        Section 2.12.    Registered Securities; Form.    Except as provided in Section 2.13, the Securities
shall be issued as Registered Securities, without coupons and shall be registered in the name of Wilmington Trust Company, as Institutional Trustee, and its permitted registered assigns. The
Securities shall be substantially in the form attached as Exhibit A hereto. 


        Section 2.13.    Global Securities Upon Liquidation of Trust.


        (1)   If,
in accordance with the Declaration of Trust, PLC Capital is to be dissolved and the Securities held by the Institutional Trustee are to be distributed to the holders
of the Trust Securities: 



        (a)   the
Securities in certificated form shall be presented to the Trustee by the Institutional Trustee in exchange for a global Security in an aggregate principal amount
equal to the aggregate principal amount of all outstanding Securities (a "Global Security") to be registered in the name of the Depository (as defined in the Declaration of Trust), or its nominee, and
delivered by the Trustee to the Depository for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees (as defined in the Declaration of Trust). The Company
upon any such presentation shall execute a Global Security in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with the Indenture and
this Supplemental Indenture No. 7. Payments on Securities issued as Global Securities will be made to the Depository; and 


        (b)   if
any Preferred Securities are held in non book-entry certificated form, the Securities in certificated form may be presented to the Trustee by the
Institutional Trustee and any Preferred Security Certificate (as defined in the Declaration of Trust) which represents Preferred Securities other than Preferred Securities held by the Clearing Agency
(as defined in the Declaration of Trust) or its nominee ("Non Book-Entry Preferred Securities") will be deemed to represent beneficial interests in Securities presented to the Trustee by
the Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security
Certificates are presented to the Registrar for transfer or reissuance at which time such Preferred Security Certificates will be canceled and a Security, registered in the name of the holder of the
Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount
of the Preferred Security Certificate canceled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with the Indenture and this Supplemental
Indenture No. 7. On issue of such Securities, Securities with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have
been canceled. 



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        (2)   Unless
and until it is exchanged for the Securities in registered form, a Global Security may be transferred, in whole but not in part, only to another nominee of the
Depository, or to a successor Depository selected or approved by the Company or to a nominee of such successor Depository. 



        (3)   If
at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no
longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article III of the
Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Securities in definitive registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. In addition, the Company may at any time determine that the Securities shall no
longer be represented by a Global Security. In such event the Company will execute, and subject to Section 3.3 of the Indenture, the Trustee, upon receipt of an Officer's Certificate evidencing
such determination by the Company, will authenticate and deliver the Securities in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in
authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security shall be registered in such
names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Securities to the Depository for delivery to the Persons in whose names such Securities are so registered. 


        Section 2.14.    Defeasance and Covenant Defeasance.    The provisions of Sections 4.4 and 4.5 of the Indenture
shall apply to the Securities. 


        Section 2.15.    Registrar and Paying Agent.    The Trustee shall initially serve as Registrar and Paying
Agent. 


        Section 2.16.    Additional Provisions Regarding Amendments.    So long as the Holder of the Securities is PLC
Capital, the terms of the Securities may be amended by mutual consent of the Company and PLC Capital in the manner they shall agree; provided,  however,
 that, so long as any of the Preferred Securities remain outstanding, no such amendment shall be made that adversely affects the holders of the
Preferred Securities, no termination of the Securities shall occur, and no Event of Default or compliance with any covenant under the Securities may be waived by PLC Capital, without the prior
approval of the holders of at least 662/3% in liquidation preference of all Preferred Securities then outstanding, in writing or at a duly constituted meeting of such holders. 


        Section 2.17.    Additional Provisions Regarding Assignment.    The Company shall have the right at all times
to assign any of its rights or obligations under the Securities to a direct or indirect wholly-owned subsidiary of the Company; provided, however, that,
in the event of any such assignment, the Company shall remain jointly and severally liable for all such obligations. So long as PLC Capital is the Holder of the Securities, PLC Capital
may not assign any of its rights under the Securities, other than in connection with a merger or consolidation or sale of assets or exchange permitted under the terms of the Preferred Securities.
Subject to the foregoing, the Securities shall be binding upon and inure to the benefit of the Company and PLC Capital and their respective permitted successors and assigns. Any assignment by
the Company or PLC Capital in contravention of such provisions will be null and void. 


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        Section 2.18.    Miscellaneous Expenses.


        (1)   In
connection with the offering, sale and issuance of the Securities to the Institutional Trustee and in connection with the sale of the Trust Securities by PLC Capital,
the Company, in its capacity as borrower with respect to the Securities, shall pay (a) all costs and expenses relating to the offering, sale and issuance of the Trust Securities and the
Securities, including commissions to the underwriters payable pursuant to the Purchase Agreement and compensation of the Trustee under the Indenture, (b) all costs and expenses of PLC Capital
(including, but not limited to, costs and expenses relating to the organization of PLC Capital, the offering sale and issuance of the Trust Securities (including commissions to the underwriters in
connection therewith), the fees and expenses of the Institutional Trustee and the Delaware Trustee, the costs and expenses relating to the operation of PLC Capital, including, without limitation,
costs and expenses of accountants, attorneys, statistical or bookkeeping services, expenses for printing and engraving and computing or accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, travel and telephone and other telecommunications expenses and costs and expenses incurred in connection with the acquisition, financing, and disposition of PLC Capital's
assets), and (c) the enforcement by the Institutional Trustee (as defined in the Declaration of Trust) of the rights of the holders of the Preferred Securities. The Company fully and
unconditionally guarantees the payment of such expenses. 


        (2)   If
at any time PLC Capital shall be required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by
the United States, or any other domestic taxing authority, then, in any such case, the Company agrees to pay, as additional interest ("Additional Interest") such additional amounts as shall be
required so that the net amounts received and retained by PLC Capital with respect to the Securities after paying any such taxes, duties, assessments or other governmental charges, as well as all
liabilities, costs and expenses of PLC Capital with respect to any such items, will be not less than the amounts PLC Capital would have received had no such taxes, duties, assessments or other
governmental charges been imposed and no such liabilities, costs and expenses with respect thereto been incurred. 


ARTICLE 3

Miscellaneous Provisions  


        Section 3.1.    The
Indenture, as supplemented and amended by this Supplemental Indenture No. 7, is in all respects hereby adopted, ratified and confirmed. 



        Section 3.2.    This
Supplemental Indenture No. 7 may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument. 


        SECTION 3.3.    THIS SUPPLEMENTAL INDENTURE NO. 7 AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


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        IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 7 to be duly executed, as of the day and year first written above. 



	 	 	PROTECTIVE LIFE CORPORATION
	

 	
 	
By:	

 
	 	 	 	

	 	 	Name:	Richard J. Bielen
	 	 	Title:	Senior Vice President, Chief Investment Officer and Treasurer
	

    	 	 	 
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	Steven G. Walker
	 	 	Title:	Vice President and Controller and Chief Accounting Officer





[Seal]




	

Attest:	

 	
 	

 
	 	
	 	 
	 	Name:	Nancy Kane	 	 
	 	Title:	Senior Associate Counsel	 	 





       

    



	 	 	THE BANK OF NEW YORK, as Trustee
	

 	
 	
By:    The Bank of New York Trust Company of

            Florida, N.A., as Agent





       

    



	

 	
 	

By:	

 
	 	 	 	

	 	 	 	Authorized Signatory





[Seal]




	

Attest:	

 	
 	

 
	 	
	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 




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[FORM OF FACE OF SERIES F SUBORDINATED DEBENTURE]    
    


THIS
SERIES F SUBORDINATED DEBENTURE IS REGISTERED IN THE NAME OF WILMINGTON TRUST COMPANY, AS INSTITUTIONAL TRUSTEE, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF OTHER THAN AS PERMITTED
IN THE SUPPLEMENTAL INDENTURE NO. 7 DATED AS OF JANUARY     , 2004, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 


[IF
THE DEBENTURE IS TO BE A GLOBAL SECURITY INSERT—This Subordinated Debenture is Global Security within the meaning of the Indenture hereinafter referred to and is registered
in the name of a Depository or a nominee of a Depository. This Subordinated Debenture is exchangeable for Subordinated Debentures registered in the name of a person other than the Depository or its
nominee only in the limited circumstances described in the Indenture, and no transfer of this Subordinated Debenture (other than a transfer of this Subordinated Debenture as a whole by the Depository
to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. 


Unless
this Subordinated Debenture is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any Subordinated Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depository
Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.] 


PROTECTIVE LIFE CORPORATION  


CUSIP # 743674 AS 2


% Subordinated Debentures

Due January    , 2034, Series F  



	 
	 	 

	No. 1	 	$103,125,000





        PROTECTIVE
LIFE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company", which term includes any successor corporation
under the Indenture (as defined on the reverse hereof)), for value received, hereby promises to pay to                        ,
the principal sum of $                        Dollars on January     ,
2034 (such date is hereinafter referred to as the "Stated Maturity") and to pay interest thereon from January     , 2004. Interest shall be payable on this Subordinated Debenture, in
arrears, on March 30, June 30, September 30 and December 30 of each year (each an "Interest Payment Date") commencing March 30, 2004, at the rate of            %
per annum, until the principal hereof is paid or made available for payment; provided that any such installment of interest, which is overdue shall bear
interest at the rate of            % per annum (to the extent that the payment of such interest shall be legally enforceable) from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand; provided further that, notwithstanding anything contained in the Indenture and
Supplemental Indenture No. 7 (as defined on the reverse hereof) to the contrary, the Company shall have the right at any time, and from time to time, during the term of this Subordinated
Debenture to defer payments of interest by extending the interest payment period to the next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarters (each such
period, an "Extension Period"), but no such Extension Period may extend beyond January     , 2034, or such other date to which the Stated Maturity may have been shortened or 


10





 



extended
as described below. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid (including any Additional Interest, as defined in Supplement Indenture
No. 7), together with interest thereon compounded quarterly at the rate specified for this Subordinated Debenture to the extent permitted by applicable law;  provided, that during any such Extension
Period, (a) the Company shall not declare or pay dividends on, make any distribution with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's common stock in connection
with the satisfaction by the Company of its obligations under any employee benefit plans or the satisfaction by the Company of its obligation pursuant to any contract or security requiring it to
purchase shares of its common stock, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock
for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange
provisions of such capital stock or the security being converted or exchanged, and (iv) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between
the Company and The Bank of New York (as successor to AmSouth Bank) as Rights Agent), (b) the Company shall not make any payment of principal, premium, if any, or interest on or repay,
repurchase or redeem any debt securities issued by the Company that rank pari passu with or junior to the Securities (as defined in Supplemental
Indenture No. 7) and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee Agreement, dated as of
January     , 2004 of the Company (the "Guarantee") with respect to the            % Trust Originated Preferred Securities (the "Preferred Securities") issued by
PLC Capital Trust V ("PLC Capital"), the Common Securities Guarantee Agreement, dated as of January     , 2004 of the Company (the "Common Guarantee," and
together with the Guarantee, the "Guarantees") with respect to the 71/4% Trust Originated Common Securities (the "Common Securities," and together with the Preferred Securities, the
"Trust Securities") issued by PLC Capital and the Preferred Securities Guarantee Agreement dated as of August 22, 2001 of the Company (the "Series D Preferred Guarantee") with
respect to the 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Common Securities Guarantee Agreement, dated as of
August 22, 2001 of the Company (the "Series D Common Guarantee") with respect to the 71/2% Trust Originated Common Securities (together with the Series D Preferred
Guarantee, the "Series D Guarantees") and the Preferred Securities Guarantee Agreement dated as of September 25, 2002 of the Company (the "Series E Preferred Guarantee") with
respect to the 71/4% Trust Originated Preferred
Securities Series E of PLC Capital Trust IV and the Common Securities Guarantee Agreement, dated as of September 25, 2002 of the Company (the "Series E Common
Guarantee") with respect to the 71/4% Trust Originated Common Securities (together with the Series E Preferred Guarantee, the Series E Guarantees"). Prior to the
termination of any such Extension Period, the Company may further defer payments of interest by extending the interest payment period; provided,
however, that, such Extension Period, including all such previous and further extensions, may not exceed 20 consecutive quarters or beyond the Stated Maturity. Upon the
termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the terms set forth below. No interest shall be due and payable
during any Extension Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during any Extension Period. If the Institutional Trustee (as
defined in the Amended and Restated Declaration of Trust of PLC Capital (the "Declaration of Trust") shall be the sole holder of the Securities, the Company shall give the Regular Trustees (as defined
in the Declaration of Trust) and the Institutional Trustee (as defined in the Declaration of Trust), notice of its selection of such Extension Period one Business Day prior to the earlier of
(i) the date distributions on the Preferred Securities are payable or (ii) the date the Regular Trustees are required to give notice of the record date or the date such distribution is
payable to the New York Stock Exchange (or other applicable self-regulatory organization) or to holders of the Preferred Securities, but in any event at least one Business Day before such
record date. If the Institutional 


11





 

Trustee
shall not be the sole holder of the Securities, the Company shall give the holders of the Securities notice of its selection of such Extension Period at least 10 Business Days prior to
the earlier of (i) the Interest Payment Date or (ii) the date upon which the Company is required to give notice of the record or payment date of such interest payment to the New York
Stock Exchange (or other applicable self-regulatory organization) or to holders of the Securities. The quarter in which any notice is given in accordance with the foregoing provisions
shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted hereunder. 


        The
amount of interest payable on any Interest Payment Date shall be computed on the basis of twelve 30-day months and a 360-day year and, for any period that is
shorter than a full 90-day quarter, will be calculated on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on this
Security is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which 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. The interest so payable on any Interest Payment Date which is punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this Subordinated Debenture is registered at the close of business on the Regular Record Date for such Interest Payment Date,
which shall be the Business Day next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name
this Security is registered on the relevant Regular Record Date, and such defaulted interest shall instead be payable to the person in whose name this Subordinated Debenture is registered on the
special record date for such defaulted interest or other specified date determined in accordance with the Indenture and the Supplemental Indenture No. 7 referred to on the reverse hereof. 


        Payment
of the principal of and any such interest on this Subordinated Debenture will be made at the Corporate Trust Office of the Trustee, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts, provided, however, that at the option of the Company
payment of interest may be paid (i) by check mailed to the address of the person entitled thereto as such address shall appear in the Register of Holders of the Subordinated Debentures or
(ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Register of Holders of the Securities. 


        Reference
is hereby made to the further provisions of this Subordinated Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place. 


        Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Subordinated Debenture shall not be entitled
to any benefit under the Indenture and Supplemental Indenture No. 7 referred to on the reverse hereof or be valid or obligatory for any purpose. 


12







   
        IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 


Dated:




	 	 	PROTECTIVE LIFE CORPORATION
	

 	
 	
By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:





[CORPORATE
SEAL] 


        This
is one of the Securities of the series described in the within-mentioned Indenture. 



	 	 	THE BANK OF NEW YORK, as Trustee
	
 	
 	

By:	

The Bank of New York Trust Company of

Florida, N.A., as Agent
	

 	
 	

 	

By:	

 
	 	 	 	 	
 Authorized Signatory




13






  



 
 

[FORM OF REVERSE OF SERIES F SUBORDINATED DEBENTURE]    
    



        This Subordinated Debenture is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or
more series under a Subordinated Indenture, dated as of June 1, 1994 (herein, together with all indentures supplemental thereto, including Supplemental Indenture No. 1, dated as of
June 9, 1994, Supplemental Indenture No. 2, dated August 1, 1994, Supplemental Indenture No. 3, dated April 29, 1997, Supplemental Indenture No. 4, dated
November 20, 1997, Supplemental Indenture No. 5, dated August 22, 2001, Supplemental Indenture No. 6, dated September 25, 2002 and Supplemental Indenture
No. 7, dated January     , 2004 called the "Indenture"), from the Company to The Bank of New York (as successor to AmSouth Bank) (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the face hereof, limited in aggregate principal amount to $103,125,000 and is issued pursuant to Supplemental Indenture No. 7, dated as of
January     , 2004 from the Company to the Trustee, relating to the Securities of this series (herein called "Supplemental Indenture No. 7"). 



        The
indebtedness evidenced by this Security is to the extent provided in the Indenture, subordinate and junior in right of payment to all Senior Indebtedness, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 


        The
Securities of this series are subject to redemption at any time in whole or from time to time in part, on or after January     , 2009, but prior to their stated
maturity, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus any accrued and unpaid interest,
including Additional Interest (as defined in Supplemental Indenture No. 7), if any, to the date fixed for redemption (the "Redemption Price"). 



        The
Company will have the right at any time to dissolve PLC Capital and cause the Securities to be distributed to the holders of the Trust Securities in accordance with the
Declaration of Trust. 


        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 have the right, upon not
less than 30 nor more than 60 days notice, to redeem the Securities in whole but not 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; 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 


14





 



a
Special Event is continuing, Additional Interest (as defined in Section 2.18 of Supplemental Indenture No. 7) 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 Supplement (as defined in
Supplemental Indenture No. 7). 


        In
the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof. 


        If
an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. 


        The
Indenture contains provisions for defeasance at any time of the indebtedness of this Security or of certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 


        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of
the Securities at the time outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of the Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 


15





 



        No
reference herein to the Indenture or to Supplemental Indenture No. 7 and no provision of this Security or of the Indenture or of Supplemental Indenture No. 7 shall alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Security at the times, place and rate, and in the coin or currency, herein
prescribed. 


        As
provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security is registrable in the Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company, the Trustee and the Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 


        The
Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. 


        No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. 


        Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this
Security is registered as the owner hereof for all purposes, whether or not the Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 


        The
Company and the Holder of this Security agree (i) that for United States federal, state and local tax purposes it is intended that this Security constitute indebtedness and
(ii) to file all United States federal, state and local tax returns and reports on such basis (unless the Company or such Holder, as the case may be, shall have received an opinion of
independent nationally recognized tax counsel to the effect that as a result of a change in law after the date of the issuance of this Security the Company or such Holder, as the case may be, is
prohibited from filing on such basis). 


        All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 


16









QuickLinks



Exhibit 4.08


PROTECTIVE LIFE CORPORATION to THE BANK OF NEW YORK (as successor to AmSouth Bank) as Trustee

SUPPLEMENTAL INDENTURE No. 7 Dated as of January , 2004



PROTECTIVE LIFE CORPORATION SUPPLEMENTAL INDENTURE No. 7 $103,125,000 % Subordinated Debentures Due 2034, Series F


[FORM OF FACE OF SERIES F SUBORDINATED DEBENTURE]


[FORM OF REVERSE OF SERIES F SUBORDINATED DEBENTURE]