Exhibit
4.4


 


[EXECUTION COPY]


 


 


PREFERRED
SECURITIES GUARANTEE AGREEMENT


 


 


PLC CAPITAL TRUST
V


 


 


Dated as of
January 27, 2004


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I. DEFINITIONS AND INTERPRETATION

  	
   

  
	
  SECTION 1.1.

  	
  Definitions and Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. TRUST INDENTURE ACT

  	
   

  
	
  SECTION 2.1.

  	
  Trust Indenture Act; Application

  	
   

  
	
  SECTION 2.2.

  	
  Lists of Holders of Securities

  	
   

  
	
  SECTION 2.3.

  	
  Reports by the Preferred Guarantee Trustee

  	
   

  
	
  SECTION 2.4.

  	
  Periodic Reports to Preferred Guarantee
  Trustee

  	
   

  
	
  SECTION 2.5.

  	
  Evidence of Compliance with Conditions
  Precedent

  	
   

  
	
  SECTION 2.6.

  	
  Events of Default; Waiver

  	
   

  
	
  SECTION 2.7.

  	
  Event of Default; Notice

  	
   

  
	
  SECTION 2.8.

  	
  Conflicting Interests

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. POWERS, DUTIES AND RIGHTS OF
  PREFERRED GUARANTEE TRUSTEE

  	
   

  
	
  SECTION 3.1.

  	
  Powers and Duties of the Preferred
  Guarantee Trustee

  	
   

  
	
  SECTION 3.2.

  	
  Certain Rights of Preferred Guarantee
  Trustee

  	
   

  
	
  SECTION 3.3.

  	
  Not Responsible for Recitals or Issuance of
  Guarantee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV. PREFERRED GUARANTEE TRUSTEE

  	
   

  
	
  SECTION 4.1.

  	
  Preferred Guarantee Trustee; Eligibility

  	
   

  
	
  SECTION 4.2.

  	
  Appointment, Removal and Resignation of
  Preferred Guarantee Trustees

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V. GUARANTEE

  	
   

  
	
  SECTION 5.1.

  	
  Guarantee

  	
   

  
	
  SECTION 5.2.

  	
  Waiver of Notice and Demand

  	
   

  
	
  SECTION 5.3.

  	
  Obligations Not Affected

  	
   

  
	
  SECTION 5.4.

  	
  Rights of Holders

  	
   

  
	
  SECTION 5.5.

  	
  Guarantee of Payment

  	
   

  
	
  SECTION 5.6.

  	
  Subrogation

  	
   

  
	
  SECTION 5.7.

  	
  Independent Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI. LIMITATION OF TRANSACTIONS;
  SUBORDINATION

  	
   

  
	
  SECTION 6.1.

  	
  Limitation of Transactions

  	
   

  
	
  SECTION 6.2.

  	
  Ranking

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII. TERMINATION

  	
   

  
	
  SECTION 7.1.

  	
  Termination

  	
   

  



 

















 


	
  ARTICLE VIII. INDEMNIFICATION

  	
   

  
	
  SECTION 8.1.

  	
  Exculpation

  	
   

  
	
  SECTION 8.2.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX. MISCELLANEOUS

  	
   

  
	
  SECTION 9.1.

  	
  Successors and Assigns

  	
   

  
	
  SECTION 9.2.

  	
  Amendments

  	
   

  
	
  SECTION 9.3.

  	
  Notices

  	
   

  
	
  SECTION 9.4.

  	
  Benefit

  	
   

  
	
  SECTION 9.5.

  	
  Governing Law

  	
   

  



 

















 


PREFERRED SECURITIES
GUARANTEE AGREEMENT


 


This GUARANTEE AGREEMENT (the “Preferred Securities
Guarantee”), dated as of January 27, 2004, is executed and delivered by
Protective Life Corporation, a Delaware corporation (the “Guarantor”), and
Wilmington Trust Company,  as trustee (the
“Preferred Guarantee Trustee”), for the benefit of the Holders (as defined
herein) from time to time of the Preferred Securities (as defined herein) of
PLC Capital Trust V, a Delaware statutory trust (the “Issuer”).


 


WHEREAS, pursuant to an Amended and Restated
Declaration of Trust (the “Declaration”), dated as of January 27, 2004, among
the trustees of the Issuer named therein, the Guarantor, as sponsor, and the
holders from time to time of undivided beneficial interests in the assets of
the Issuer, the Issuer is issuing on the date hereof 4,000,000 preferred
securities, having an aggregate liquidation amount of $100,000,000, designated
the 6-1/8% Trust Originated Preferred Securities (the “Preferred Securities”)
and 123,720 common securities, having an aggregate liquidation amount of $3,093,000
designated the 6-1/8% Trust Originated Common Securities (the “Common
Securities”);


 


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


 


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


 


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


 


ARTICLE I.


 


DEFINITIONS AND
INTERPRETATION


 


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


 


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


 


1

















 


(b)  a term
defined anywhere in this Preferred Securities Guarantee has the same meaning
throughout;


 


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


 


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


 


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


 


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


 


“Affiliate” has the same meaning as given to that term
in Rule 405 of the Securities Act of 1933, as amended, or any successor rule
thereunder.


 


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


 


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


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


 


“Corporate Trust Office” means the office of the
Preferred Guarantee Trustee at which the corporate trust business of the
Preferred Guarantee Trustee shall, at any particular time, be principally
administered, which office at the date of execution of this Agreement is
located at Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: 
Corporate Trust Administration.


 


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


 


“Debentures” means the series of junior subordinated
debt securities of the Guarantor designated the 6-1/8% Subordinated Debentures
due 2034, Series F held by the Institutional Trustee (as defined in the
Declaration) of the Issuer.


 


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


 


“Guarantee Payments” means the following payments or
distributions, without duplication, with respect to the Preferred Securities,
to the extent not paid or made by the Issuer: (i) any accrued and unpaid
Distributions (as defined in the Declaration) that are required to be paid on
such Preferred Securities to the extent the Issuer shall have funds available
therefor, (ii) the redemption price, 


 


2

















 


including all accrued and
unpaid Distributions to the date of redemption (the “Redemption Price”) to the
extent the Issuer has funds available therefor, with respect to any Preferred
Securities called for redemption by the Issuer, and (iii) upon a voluntary or
involuntary dissolution, winding-up or termination of the Issuer (other than in
connection with the distribution of Debentures to the Holders in exchange for
Preferred Securities as provided in the Declaration), the lesser of (a) the
aggregate of the liquidation amount and all accrued and unpaid Distributions on
the Preferred Securities to the date of payment, to the extent the Issuer shall
have funds available therefor, and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer (in either
case, the “Liquidation Distribution”). 
If an event of default under the Indenture has occurred and is
continuing, the rights of holders of the Common Securities to receive payments
under the Common Securities Guarantee Agreement are subordinated to the rights
of Holders of Preferred Securities to receive Guarantee Payments.


 


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


 


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


 


“Indenture” means the Subordinated Indenture dated as
of June 1, 1994, among the Guarantor (the “Debenture Issuer”) and The Bank of
New York (as successor to AmSouth Bank), as trustee, and any indenture
supplemental thereto pursuant to which certain subordinated debt securities of
the Debenture Issuer are to be issued to the Institutional Trustee of the
Issuer.


 


“Majority in liquidation amount of the Securities”
means, except as provided by the Trust Indenture Act, a vote by Holder(s) of
Preferred Securities, voting separately as a class, of more than 50% of the
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all Preferred
Securities.


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


“Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended.


 


ARTICLE II.


 


TRUST INDENTURE
ACT


 


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


 


(b)  if and to
the extent that any provision of this Preferred Securities Guarantee limits,
qualifies or conflicts with the duties imposed by Section 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.


 


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


 

















 


of such date, (i)
concurrently with the provision of such a list to the Institutional Trustee
pursuant to the Declaration, and (ii) at any time within 30 days of receipt by
the Guarantor of a written request for a List of Holders as of a date no more
than 14 days before such List of Holders is given to the Preferred Guarantee
Trustee provided, that the Guarantor shall not be obligated to provide such
List of Holders at any time the List of Holders does not differ from the most
recent List of Holders given to the Preferred Guarantee Trustee by the
Guarantor.  The Preferred Guarantee
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.


 


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


 


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


 


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


 


SECTION 2.5.  Evidence
of Compliance with Conditions Precedent. 
The Guarantor shall provide to the Preferred Guarantee Trustee such
evidence of compliance with any conditions precedent, if any, provided for in
this Preferred Securities Guarantee that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. 
Any certificate or opinion required to be given by an officer pursuant
to Section 314(c)(1) may be given in the form of an Officers’ Certificate.


 


SECTION 2.6.  Events
of Default; Waiver.  The Holders of
a Majority in liquidation amount of Preferred Securities may, by vote, on
behalf of the Holders of all of the Preferred Securities, waive any past Event
of Default and its consequences.  Upon
such waiver, any such Event of Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Preferred Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.


 


SECTION 2.7.  Event
of Default; Notice.   (a)  The Preferred Guarantee Trustee shall,
within 90 days after the occurrence of an Event of Default, transmit by mail,
first class postage prepaid, to the Holders of the Preferred Securities,
notices of all Events of Default actually known to a Responsible Officer of the
Preferred Guarantee Trustee, unless such defaults have been cured before the
giving of such notice, provided, that, the Preferred Guarantee Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Preferred Guarantee Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders of the Preferred Securities.


 

















 


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


 


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


 


ARTICLE III.


 


POWERS, DUTIES AND
RIGHTS OF


PREFERRED
GUARANTEE TRUSTEE


 


SECTION 3.1.  Powers
and Duties of the Preferred Guarantee Trustee.  (a)  This Preferred Securities Guarantee shall be held
by the Preferred Guarantee Trustee for the benefit of the Holders of the
Preferred Securities, and the Preferred Guarantee Trustee shall not transfer
this Preferred Securities Guarantee to any Person except a Holder of Preferred
Securities exercising his or her rights pursuant to Section 5.4(b) or to a
Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred
Guarantee Trustee of its appointment to act as Successor Preferred Guarantee
Trustee.  The right, title and interest
of the Preferred Guarantee Trustee shall automatically vest in any Successor
Preferred Guarantee Trustee, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and
delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee.


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


(ii)  Any direction or act of the Guarantor
contemplated by this Preferred Securities Guarantee shall be sufficiently
evidenced by a Direction (as defined in the Declaration) or an Officers’
Certificate.


 


(iii)  Whenever, in the administration of this
Preferred Securities Guarantee, the Preferred Guarantee Trustee shall deem it
desirable that a matter be proved or established before taking, suffering or
omitting any action hereunder, the Preferred Guarantee Trustee (unless other
evidence is herein specifically prescribed) may, in the absence of bad faith on
its part, request and conclusively rely upon an Officers’ Certificate which,
upon receipt of such request, shall be promptly delivered by the Guarantor.


 


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


 


(v)  The Preferred Guarantee Trustee may consult
with counsel, and the written advice or opinion of such counsel with respect to
legal matters shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with such advice or opinion. 
Such counsel may be counsel to the Guarantor or any of its Affiliates
and may include any of its employees. 
The Preferred Guarantee Trustee shall have the right at any time to seek
instructions concerning the administration of this Preferred Securities
Guarantee from any court of competent jurisdiction.


 


(vi)  The Preferred Guarantee Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by
this Preferred Securities Guarantee at the request or direction of any Holder,
unless such Holder shall have provided to the Preferred Guarantee Trustee such
security and indemnity, reasonably satisfactory to the Preferred Guarantee
Trustee, against the costs, expenses (including attorneys’ fees and expenses
and the expenses of the Preferred Guarantee Trustee’s agents, nominees or
custodians) and liabilities that might be incurred by it in complying with such
request or direction, including such reasonable advances as may be requested by
the Preferred Guarantee Trustee; provided that, nothing contained in this
Section 3.2(a)(vi) shall be taken to relieve the Preferred Guarantee Trustee,
upon the occurrence of an Event of Default, of its obligation to exercise the
rights and powers vested in it by this Preferred Securities Guarantee.


 


(vii)  The Preferred Guarantee Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of


 

















 


indebtedness or other paper or document, but the
Preferred Guarantee Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit.


 


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


 


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


 


(x)  Whenever in the administration of this
Preferred Securities Guarantee the Preferred Guarantee Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right
or taking any other action hereunder, the Preferred Guarantee Trustee (i) may
request instructions from the Holders of a Majority in liquidation amount of
the Preferred Securities, (ii) may refrain from enforcing such remedy or right
or taking such other action until such instructions are received, and (iii)
shall be protected in conclusively relying on or acting in accordance with such
instructions.


 


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


 


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


 

















 


ARTICLE IV.


 


PREFERRED
GUARANTEE TRUSTEE


 


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


 


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


 


(ii)  be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or Person
permitted by the Securities and Exchange Commission to act as an institutional
trustee under the Trust Indenture Act, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least 50
million U.S. dollars ($50,000,000), and subject to supervision or examination
by Federal, State, Territorial or District of Columbia authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
supervising or examining authority referred to above, then, for the purposes of
this Section 4.1(a)(ii), the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


(f)  Upon
termination of this Preferred Securities Guarantee or removal or resignation of
the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor
shall pay to the Preferred Guarantee Trustee all amounts accrued to the date of
such termination, removal or resignation.


 


ARTICLE V.


 


GUARANTEE


 


SECTION 5.1.  Guarantee.  The Guarantor irrevocably and
unconditionally agrees to pay in full to the Holders the Guarantee Payments
(without duplication of amounts theretofore paid by the Issuer), as and when
due, regardless of any defense, right of set-off or counterclaim that the
Issuer may have or assert.  The
Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.


 


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


 


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


 


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


 


(b)  the
extension of time for the payment by the Issuer of all or any portion of the
Distributions, Redemption Price, Liquidation Distribution or any other sums
payable under the terms of the Preferred Securities or the extension of time
for the performance of any other obligation under, arising out of, or in
connection with, the Preferred Securities (other than an extension of time for


 

















 


payment of Distributions,
Redemption Price, Liquidation Distribution or other sum payable that results
from the extension of any interest payment period on the Debentures or any
extension of the maturity date of the Debentures permitted by the Indenture);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.6.  Subrogation.  The Guarantor shall be subrogated to all (if
any) rights of the Holders of Preferred Securities against the Issuer in
respect of any amounts paid to such Holders by the Guarantor under this
Preferred Securities Guarantee; provided, however, that the
Guarantor shall


 

















 


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


 


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


 


ARTICLE VI.


 


LIMITATION OF
TRANSACTIONS; SUBORDINATION


 


SECTION 6.1.  Limitation
of Transactions.  So long as any
Preferred Securities remain outstanding, if there shall have occurred and be
continuing an Event of Default or an event of default under the Declaration,
then (a) the Guarantor shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (i)
purchases or acquisitions of shares of its common stock in connection with the
satisfaction by the Guarantor of its obligations under any employee benefit
plans or the satisfaction by the Guarantor of its obligations pursuant to any
contract or security requiring the Guarantor to purchase shares of its common
stock, (ii) as a result of a reclassification of its capital stock or the
exchange or conversion of one class or series of its capital stock for another
class or series of its capital stock, (iii) the purchase of fractional
interests in shares of its capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
and (iv) redemptions or purchases pursuant to the Guarantor’s Rights Agreement,
dated August 7, 1995, between the Guarantor and The Bank of New York (as
successor to AmSouth Bank) as Rights Agent, (b) the Guarantor shall not make
any payment of interest, principal or premium, if any, on or repay, repurchase
or redeem any debt securities (including guarantees) issued by the Guarantor
which rank pari passu with or junior to the Debentures and (c) the Guarantor
shall not make any guarantee payments with respect to the foregoing (other than
pursuant to this Agreement, the Common Securities Guarantee, dated as of
January 27, 2004 of the Guarantor with respect to the 6-1/8% Trust Originated
Common Securities of the Trust, and the Preferred Securities Guarantee, dated
August 22, 2001 and the Common Securities Guarantee dated as of August 22, 2001
of the Company with respect to the 7-1/2% Trust Originated Preferred Securities
Series D of PLC Capital Trust III, and the Preferred Securities Guarantee dated
as of September 25, 2002 and the Common Securities Guarantee dated as of
September 25, 2002 of the Company with respect to the 7-1/4% Trust Originated
Preferred Securities Series E of PLC Capital Trust IV.)


 

















 


SECTION 6.2.  Ranking.  This Preferred Securities Guarantee will
constitute an unsecured obligation of the Guarantor and will rank (i)
subordinate and junior in right of payment to all Senior Indebtedness (as such
term is defined in the Indenture), (ii) pari passu with the Debentures and the
Guarantor’s Preferred Securities Guarantee of PLC Capital Trust’s 6-1/8% Trust
Originated Preferred Securities, Series F and any other liabilities or
obligations that may be pari  passu by their terms and (iii) senior to
the Guarantor’s common stock, the most senior preferred or preference stock now
or hereafter issued by the Guarantor and with any guarantee now or hereafter
entered into by the Guarantor in respect of any preferred or preference stock
of any affiliate of the Guarantor.


 


ARTICLE VII.


 


TERMINATION


 


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


 


ARTICLE VIII.


 


INDEMNIFICATION


 


SECTION 8.1.  Exculpation.  (a) 
No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith in accordance with this Preferred
Securities Guarantee and in a manner that such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by this Preferred Securities Guarantee or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person’s negligence or willful misconduct with
respect to such acts or omissions.


 


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


 

















 


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


 


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


 


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


 


ARTICLE IX.


 


MISCELLANEOUS


 


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


 


SECTION 9.2.  Amendments.  Except with respect to any changes that do
not adversely affect the rights of Holders (in which case no consent of Holders
will be required), this Preferred Securities Guarantee may only be amended with
the prior approval of the Holders of at least a Majority in liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all the outstanding Preferred
Securities.  The provisions of Section
12.2 of the Declaration with respect to meetings of Holders of the Securities
apply to the giving of such approval.


 


SECTION 9.3.  Notices.  All notices provided for in this Preferred
Securities Guarantee shall be in writing, duly signed by the party giving such
notice, and shall be delivered, telecopied or mailed by registered or certified
mail, as follows:


 

















 


(a)  if given
to the Preferred Guarantee Trustee, at the Preferred Guarantee Trustee’s
mailing address set forth below (or such other address as the Preferred
Guarantee Trustee may give notice of to the Holders of the Preferred
Securities):


 


Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware
19890


Attention: 
Corporate Trust Administration


 


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


 


Protective Life
Corporation


2801 Highway 280 South


Birmingham, Alabama 35223


Attention:  Secretary


 


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


 


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


 


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


 


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


 

















 


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


 


	
   

  	
  PROTECTIVE LIFE CORPORATION, as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard J. Bielen

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Chief Investment

  
	
   

  	
   

  	
   

  	
  Officer and Treasurer

  
						



 

















 


	
   

  	
  WILMINGTON TRUST COMPANY, as Preferred

  
	
   

  	
  Guarantee Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: