Exhibit 4.5


 


[EXECUTION COPY]


 


 


COMMON 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 Common Guarantee
  Trustee

  	
   

  
	
  SECTION
  2.4.  Periodic Reports to Common
  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 COMMON GUARANTEE TRUSTEE

  	
   

  
	
  SECTION
  3.1.  Powers and Duties of the Common
  Guarantee Trustee

  	
   

  
	
  SECTION
  3.2.  Certain Rights of Common
  Guarantee Trustee

  	
   

  
	
  SECTION
  3.3.  Not Responsible for Recitals or
  Issuance of Guarantee

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  IV. COMMON GUARANTEE TRUSTEE

  	
   

  
	
  SECTION
  4.1.  Common Guarantee Trustee;
  Eligibility

  	
   

  
	
  SECTION
  4.2.  Appointment, Removal and
  Resignation of Common 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

  	
   

  



 


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  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

  	
   

  



 


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COMMON SECURITIES GUARANTEE AGREEMENT


 


This GUARANTEE
AGREEMENT (the “Common 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 “Common
Guarantee Trustee”), for the benefit of the Holders (as defined herein) from
time to time of the Common 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 Common Securities, the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth in
this Common Securities Guarantee, to pay to the Holders of the Common
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
“Preferred Securities Guarantee”) in substantially identical terms to this
Common Securities Guarantee for the benefit of the holders of the Preferred
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 this Common Securities
Guarantee are subordinated to the rights of Holders of Preferred Securities to
receive Guarantee Payments under the Preferred Securities Guarantee.


 


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


 


ARTICLE I.


 


DEFINITIONS AND INTERPRETATION


 


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


 


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


 

















 


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


 


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


 


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


 


(e)  a term defined in the Trust Indenture Act
has the same meaning when used in this Common Securities Guarantee, unless
otherwise defined in this Common 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
Guarantee Trustee” means Wilmington Trust Company until a Successor Common
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Common Securities Guarantee and thereafter means each such
Successor Common Guarantee Trustee.


 


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


 


“Corporate
Trust Office” means the office of the Common Guarantee Trustee at which the
corporate trust business of the Common 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 Common Securities.


 


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“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 Common Securities Guarantee.


 


“Guarantee
Payments” means the following payments or distributions, without duplication,
with respect to the Common 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 Common Securities to the
extent the Issuer shall have funds available therefor, (ii) the redemption
price, including all accrued and unpaid Distributions to the date of redemption
(the “Redemption Price”) to the extent the Issuer has funds available therefor,
with respect to any Common 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 Common Securities as provided in the
Declaration), the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid Distributions on the Common 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 hereunder are subordinated to the
rights of Holders of Preferred Securities to receive Guarantee Payments under
the Preferred Securities Guarantee Agreement.


 


“Holder” shall
mean any holder, as registered on the books and records of the Issuer of any
Common Securities; provided, however, that, in determining whether the holders
of the requisite percentage of Common 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 Common Guarantee Trustee, any Affiliate of the Common
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Common
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 Common 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 Common Securities.


 


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“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 Common 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.


 


“Responsible
Officer” means, with respect to the Common Guarantee Trustee, any officer
within the Corporate Trust Office of the Common 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 Common 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
Common Guarantee Trustee” means a successor Common Guarantee Trustee possessing
the qualifications to act as Common 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 Common Securities Guarantee is subject to the provisions of the
Trust Indenture Act that are required to be part of this Common Securities
Guarantee and shall, to the extent applicable, be governed by such provisions;
and


 


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(b)  if and to the extent that any provision of
this Common 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 Common Guarantee Trustee with a list, in
such form as the Common Guarantee Trustee may reasonably require, of the names
and addresses of the Holders of the Common 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 Common 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 Common Guarantee Trustee by the
Guarantor.  The Common Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.


 


(b)  The Common 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 Common Guarantee Trustee.  Within 60 days after May 15 of each
year, the Common Guarantee Trustee shall provide to the Holders of the Common
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 Common Guarantee
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.


 


SECTION 2.4.  Periodic Reports to Common Guarantee
Trustee.   The Guarantor shall
provide to the Common 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 Common Guarantee Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Common 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 Common Securities may, by vote, on behalf of the Holders of all of
the Common 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 Common Securities
Guarantee, but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


 


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


 


(b)  The Common Guarantee Trustee shall not be
deemed to have knowledge of any Event of Default unless the Common Guarantee
Trustee shall have received written notice, or unless a Responsible Officer of
the Common 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 Common 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

COMMON GUARANTEE TRUSTEE


 


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


 


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


 


(c)  The Common 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 Common Securities Guarantee, and no implied
covenants


 


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shall be read into this Common
Securities Guarantee against the Common 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 Common Guarantee Trustee, the Common
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Common 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 Common Securities
Guarantee shall be construed to relieve the Common 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 Common Guarantee Trustee shall be determined solely by the express
provisions of this Common Securities Guarantee, and the Common Guarantee
Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Common Securities Guarantee,
and no implied covenants or obligations shall be read into this Common
Securities Guarantee against the Common Guarantee Trustee; and


 


(B)  in the absence of bad faith
on the part of the Common Guarantee Trustee, the Common 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
Common Guarantee Trustee and conforming to the requirements of this Common
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 Common
Guarantee Trustee, the Common Guarantee Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements
of this Common Securities Guarantee;


 


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


 


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


 


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


 


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


 


(i)  The Common 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 Common 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 Common Securities Guarantee, the Common Guarantee
Trustee shall deem it desirable that a matter be proved or established before
taking, suffering or omitting any action hereunder, the Common 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 Common 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 Common 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 Common Guarantee Trustee shall have the
right at any time to seek instructions concerning the administration of this
Common Securities Guarantee from any court of competent jurisdiction.


 


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(vi)  The Common Guarantee
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Common Securities Guarantee at the request or direction of
any Holder, unless such Holder shall have provided to the Common Guarantee
Trustee such security and indemnity, reasonably satisfactory to the Common
Guarantee Trustee, against the costs, expenses (including attorneys’ fees and
expenses and the expenses of the Common 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 Common Guarantee Trustee; provided that, nothing contained in this Section
3.2(a)(vi) shall be taken to relieve the Common Guarantee Trustee, upon the
occurrence of an Event of Default, of its obligation to exercise the rights and
powers vested in it by this Common Securities Guarantee.


 


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


 


(viii)  The Common 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 Common 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
Common Guarantee Trustee or its agents hereunder shall bind the Holders of the
Common Securities, and the signature of the Common 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 Common Guarantee Trustee to so act or as to its
compliance with any of the terms and provisions of this Common Securities
Guarantee, both of which shall be conclusively evidenced by the Common
Guarantee Trustee’s or its agent’s taking such action.


 


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


 


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(b)  No provision of this Common Securities
Guarantee shall be deemed to impose any duty or obligation on the Common
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 Common 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 Common 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
Common Guarantee Trustee does not assume any responsibility for their
correctness.  The Common Guarantee
Trustee makes no representation as to the validity or sufficiency of this
Common Securities Guarantee.


 


ARTICLE IV.


 


COMMON GUARANTEE TRUSTEE


 


SECTION 4.1.  Common Guarantee Trustee; Eligibility.  (a) 
There shall at all times be a Common 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 Common Guarantee Trustee
shall cease to be eligible to so act under Section 4.1(a), the Common Guarantee
Trustee shall immediately resign in the manner and with the effect set out in
Section 4.2 (c).


 


(c)  If the Common Guarantee Trustee has or shall
acquire any “conflicting interest” within the meaning of Section 310(b) of the
Trust Indenture Act, the Common Guarantee Trustee and


 


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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
Common Guarantee Trustees.


 


(a)  Subject to Section 4.2(b), the Common Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor.


 


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


 


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


 


(d)  If no Successor Common 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 Common Guarantee Trustee may petition any court of
competent jurisdiction for appointment of a Successor Common Guarantee Trustee.  Such court may thereupon, after prescribing
such notice, if any, as it may deem proper, appoint a Successor Common
Guarantee Trustee.


 


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


 


(f)  Upon termination of this Common Securities
Guarantee or removal or resignation of the Common Guarantee Trustee pursuant to
this Section 4.2, the Guarantor shall pay to the Common 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


 


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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 Common 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 Common 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 Common
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
Common Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Common 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 Common 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 Common Securities;


 


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


 


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(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 Common Securities
have the right to direct the time, method and place of conducting of any
proceeding for any remedy available to the Common Guarantee Trustee in respect
of this Common Securities Guarantee or exercising any trust or power conferred
upon the Common Guarantee Trustee under this Common Securities Guarantee.


 


(b)  If the Common Guarantee Trustee fails to
enforce this Common 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 Common Security Guarantee for such payment.  The Guarantor waves 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 Common 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 Common Securities against the Issuer in respect
of any amounts paid to such Holders by the Guarantor under this Common
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 Common Securities Guarantee, if, at the time of any such
payment, any amounts are due and unpaid under this Common 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 Common Securities, and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Common Securities Guarantee notwithstanding the occurrence of any
event referred to in subsections (a) through (g), inclusive, of Section 5.3
hereof.


 


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ARTICLE VI.


 


LIMITATION OF TRANSACTIONS; SUBORDINATION


 


SECTION 6.1.  Limitation of Transactions.  So long as any Common Securities remain
outstanding, if there shall have occurred 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 an acquisition,
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 the Preferred Securities Guarantee, dated as
of January 27, 2004 of the Guarantor with respect to the 6-1/8% Trust
Originated Preferred Securities, this Agreement, 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 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 Common 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.


 


If an Event of
Default has occurred and is continuing under the Declaration, the rights of the
Holders of the Common Securities to receive Guarantee Payments under this
Common Securities Guarantee shall be subordinated to the rights of the holders
of the Preferred Securities to receive payment of all amounts due and owing
under the terms of the Preferred Securities Guarantee.


 


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ARTICLE VII.


 


TERMINATION


 


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


 


15

















 


(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 Common Securities
Guarantee.


 


ARTICLE IX.


 


MISCELLANEOUS


 


SECTION 9.1.  Successors and Assigns.  All guarantees and agreements contained in
this Common 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 Common 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 Common 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 Common 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 Common 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 Common Guarantee Trustee, at
the Common Guarantee Trustee’s mailing address set forth below (or such other
address as the Common Guarantee Trustee may give notice of to the Holders of
the Common Securities):


 


Wilmington
Trust Company


Rodney Square
North


1100 North
Market Street


Wilmington,
Delaware 19890


Attention:
Corporate Trust Administration


 


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(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 Common Securities):


 


Protective
Life Corporation


2801 Highway
280 South


Birmingham,
Alabama 35223


Attention:  Secretary


 


(c)  If given to any Holder of Common 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 Common Securities Guarantee is solely for the benefit of the
Holders of the Common Securities and, subject to Section 3.1(a), is not
separately transferable from the Common Securities.


 


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


 


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THIS COMMON
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

  
					



 


18

















 


	
   

  	
  WILMINGTON
  TRUST COMPANY, as Common

  Guarantee Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


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