Exhibit
4.2


 


[EXECUTION COPY]


 


 


AMENDED AND
RESTATED DECLARATION


 


 


OF TRUST


 


 


PLC CAPITAL TRUST
V


 


 


Dated as of
January 27, 2004


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I.
  INTERPRETATION AND DEFINITIONS

  	
   

  
	
  SECTION 1.1.  Definitions

  	
   

  
	
   

  	
   

  
	
  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 Institutional Trustee

  	
   

  
	
  SECTION 2.4.  Periodic Reports to Institutional Trustee

  	
   

  
	
  SECTION 2.5.  Evidence of Compliance with Conditions Precedent

  	
   

  
	
  SECTION 2.6.  Events of Default; Waiver

  	
   

  
	
  SECTION 2.7.  Event of Default; Notice

  	
   

  
	
   

  	
   

  
	
  ARTICLE III.
  ORGANIZATION

  	
   

  
	
  SECTION 3.1.  Name

  	
   

  
	
  SECTION 3.2.  Office

  	
   

  
	
  SECTION 3.3.  Purpose

  	
   

  
	
  SECTION 3.4.  Authority

  	
   

  
	
  SECTION 3.5.  Title to Property of the Trust

  	
   

  
	
  SECTION 3.6.  Powers and Duties of the Regular Trustees

  	
   

  
	
  SECTION 3.7.  Prohibition of Actions by the Trust and the Trustees

  	
   

  
	
  SECTION 3.8.  Powers and Duties of the Institutional Trustee

  	
   

  
	
  SECTION 3.9.  Certain Duties and Responsibilities of the Institutional
  Trustee.

  	
   

  
	
  SECTION 3.10.  Certain Rights of Institutional Trustee

  	
   

  
	
  SECTION 3.11.  Delaware Trustee

  	
   

  
	
  SECTION 3.12.  Execution of Documents

  	
   

  
	
  SECTION 3.13.  Not Responsible for Recitals or Issuance
  of Securities

  	
   

  
	
  SECTION 3.14.  Duration of Trust

  	
   

  
	
  SECTION 3.15.  Mergers

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV. SPONSOR

  	
   

  
	
  SECTION 4.1.  Sponsor s Purchase of Common Securities

  	
   

  
	
  SECTION 4.2.  Responsibilities of the Sponsor

  	
   

  
	
   

  	
   

  
	
  ARTICLE V. TRUSTEES

  	
   

  
	
  SECTION 5.1.  Number of Trustees

  	
   

  
	
  SECTION 5.2.  Delaware Trustee

  	
   

  
	
  SECTION 5.3.  Institutional Trustee; Eligibility

  	
   

  
	
  SECTION 5.4.  Certain Qualifications of Regular Trustees and Delaware Trustee
  Generally

  	
   

  



 


i

















 


	
  SECTION 5.5.  Regular Trustees

  	
   

  
	
  SECTION 5.6.  Appointment, Removal and Resignation of Trustees

  	
   

  
	
  SECTION 5.7.  Vacancies Among Trustees

  	
   

  
	
  SECTION 5.8.  Effect of Vacancies

  	
   

  
	
  SECTION 5.9.  Meetings

  	
   

  
	
  SECTION 5.10.  Delegation of Power

  	
   

  
	
  SECTION 5.11.  Merger, Conversion, Consolidation or
  Succession to Business

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI.
  DISTRIBUTIONS

  	
   

  
	
  SECTION 6.1.  Distributions

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII.
  ISSUANCE OF SECURITIES

  	
   

  
	
  SECTION 7.1.  General Provisions Regarding Securities

  	
   

  
	
  SECTION 7.2.  Paying Agent

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII.
  TERMINATION OF TRUST

  	
   

  
	
  SECTION 8.1.  Termination of Trust

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX.
  TRANSFER OF INTERESTS

  	
   

  
	
  SECTION 9.1.  Transfer of Securities

  	
   

  
	
  SECTION 9.2.  Transfer of Certificates

  	
   

  
	
  SECTION 9.3.  Deemed Security Holders

  	
   

  
	
  SECTION 9.4.  Book Entry Interests

  	
   

  
	
  SECTION 9.5.  Notices to Clearing Agency

  	
   

  
	
  SECTION 9.6.  Appointment of Successor Clearing Agency

  	
   

  
	
  SECTION 9.7.  Definitive Preferred Security Certificates

  	
   

  
	
  SECTION 9.8.  Mutilated, Destroyed, Lost or Stolen Certificates

  	
   

  
	
   

  	
   

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

  	
   

  
	
  SECTION 10.1.  Liability

  	
   

  
	
  SECTION 10.2.  Exculpation

  	
   

  
	
  SECTION 10.3.  Fiduciary Duty

  	
   

  
	
  SECTION 10.4.  Indemnification

  	
   

  
	
  SECTION 10.5.  Outside Businesses

  	
   

  
	
   

  	
   

  
	
  ARTICLE XI.
  ACCOUNTING

  	
   

  
	
  SECTION 11.1.  Fiscal Year

  	
   

  
	
  SECTION 11.2.  Certain Accounting Matters

  	
   

  
	
  SECTION 11.3.  Banking

  	
   

  
	
  SECTION 11.4.  Withholding

  	
   

  



 


ii

















 


	
  ARTICLE XII.
  AMENDMENTS AND MEETINGS

  	
   

  
	
  SECTION 12.1.  Amendments

  	
   

  
	
  SECTION 12.2.  Meetings of the Holders of Securities;
  Action by Written Consent

  	
   

  
	
   

  	
   

  
	
  ARTICLE XIII.
  REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

  	
   

  
	
  SECTION 13.1.  Representations and Warranties of
  Institutional Trustee

  	
   

  
	
  SECTION 13.2.  Representations and Warranties of Delaware
  Trustee

  	
   

  
	
   

  	
   

  
	
  ARTICLE XIV.
  MISCELLANEOUS

  	
   

  
	
  SECTION 14.1.  Notices

  	
   

  
	
  SECTION 14.2.  Governing Law

  	
   

  
	
  SECTION 14.3.  Intention of the Parties

  	
   

  
	
  SECTION 14.4.  Headings

  	
   

  
	
  SECTION 14.5.  Successors and Assigns

  	
   

  
	
  SECTION 14.6.  Partial Enforceability

  	
   

  
	
  SECTION 14.7.  Counterparts

  	
   

  
	
   

  	
   

  
	
  ANNEX I

  	
  TERMS OF SECURITIES

  	
   

  
	
  EXHIBIT A-1

  	
  FORM OF PREFERRED SECURITY CERTIFICATE

  	
   

  
	
  EXHIBIT A-2

  	
  FORM OF COMMON SECURITY CERTIFICATE

  	
   

  
	
  EXHIBIT B

  	
  SPECIMEN OF DEBENTURE

  	
   

  
	
  EXHIBIT C

  	
  PURCHASE AGREEMENT

  	
   

  



 


iii

















 


CROSS-REFERENCE
TABLE*


 


	
  Section of

  Trust Indenture Act

  of 1939, as amended

  	
   

  	
  Section of

  Declaration

  
	
   

  	
   

  	
   

  
	
  310 (a)

  	
   

  	
  5.3(a)

  
	
  310 (c)

  	
   

  	
  Inapplicable

  
	
  311 (c)

  	
   

  	
  Inapplicable

  
	
  312 (a)

  	
   

  	
  2.2(a)

  
	
  312 (b)

  	
   

  	
  2.2(b)

  
	
  313

  	
   

  	
  2.3

  
	
  314 (a)

  	
   

  	
  2.4

  
	
  314 (b)

  	
   

  	
  Inapplicable

  
	
  314 (c)

  	
   

  	
  2.5

  
	
  314 (d)

  	
   

  	
  Inapplicable

  
	
  314 (f)

  	
   

  	
  Inapplicable

  
	
  315 (a)

  	
   

  	
  3.9(b)

  
	
  315 (c)

  	
   

  	
  3.9(a)

  
	
  315 (d)

  	
   

  	
  3.9(a)

  
	
  316 (a)

  	
   

  	
  Annex I

  
	
  316 (c)

  	
   

  	
  3.6(e)

  



 












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


 


iv

















 


AMENDED AND
RESTATED


DECLARATION OF
TRUST


OF


PLC CAPITAL TRUST
V


 


January 27,
2004


 


AMENDED AND RESTATED DECLARATION
OF TRUST (this “Declaration”) dated and effective as of January 27, 2004,
by the Trustees (as defined herein), the Sponsor (as defined herein) and by the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust (as defined herein) to be issued pursuant to this Declaration;


 


WHEREAS, the Trustees and
the Sponsor established PLC Capital Trust V (the “Trust”), a trust under the
Delaware Statutory Trust Act, pursuant to a Declaration of Trust dated as of
December 26, 2002 (the “Original Declaration”) and a Certificate of Trust
filed with the Secretary of State of the State of Delaware on December 26,
2002 (the “Certificate of Trust”), for the sole purpose of issuing and selling
certain securities representing undivided beneficial interests in the assets of
the Trust and investing the proceeds thereof in certain Debentures of the
Debenture Issuer;


 


WHEREAS, prior to the
execution hereof, no interests in the Trust have been issued;


 


WHEREAS, all of the
Trustees and the Sponsor, by this Declaration, amend and restate each and every
term and provision of the Original Declaration; and


 


NOW, THEREFORE, it being
the intention of the parties hereto to continue the Trust as a statutory trust
under the Statutory Trust Act and that this Declaration constitute the
governing instrument of such statutory trust, the Trustees declare that all
assets contributed to the Trust will be held in trust for the benefit of the
holders, from time to time, of the securities representing undivided beneficial
interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration.


 


ARTICLE I.


 


INTERPRETATION AND
DEFINITIONS


 


SECTION 1.1.  Definitions.  Unless the context otherwise requires:


 


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


 


(b)                                 a
term defined anywhere in this Declaration has the same meaning throughout;


 


1

















 


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


 


(d)                                 all
references in this Declaration to Articles and Sections and Annexes and
Exhibits are to Articles and Sections of and Annexes and Exhibits to this
Declaration unless otherwise specified and all references in this Declaration
to the “terms of the Securities” are to the terms of the Securities as set
forth in Annex I hereto;


 


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


 


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


 


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


 


“Agent” means any Paying
Agent.


 


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


 


“Book Entry Interest”
means a beneficial interest in a Global Certificate, ownership and transfers of
which shall be maintained and made through book entries by a Clearing Agency as
described in Section 9.4.


 


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


 


“Statutory Trust Act”
means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
Section 3801 et seq., as it may be amended from time to time, or any
successor legislation.


 


“Certificate” means a
Common Security Certificate or a Preferred Security Certificate.


 


“Clearing Agency” means
an organization registered as a “Clearing Agency” pursuant to Section 17A
of the Exchange Act that is acting as depositary for the Preferred Securities
and in whose name or in the name of a nominee of that organization shall be
registered a Global Certificate and which shall undertake to effect book entry
transfers and pledges of the Preferred Securities.


 


“Clearing Agency
Participant” means a broker, dealer, bank, other financial institution or other
Person for whom from time to time the Clearing Agency effects book entry
transfers and pledges of securities deposited with the Clearing Agency.


 


“Closing Date” means the
“Closing Time” under the Purchase Agreement.


 


2

















 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, or any successor
legislation.


 


“Commission” means the
Securities and Exchange Commission.


 


“Common Security” has the
meaning specified in Section 7.1.


 


“Common Securities
Guarantee” means the Common Securities Guarantee Agreement, dated as of
January 27, 2004, of the Sponsor in respect of the Common Securities.


 


“Common Security
Certificate” means a definitive certificate in fully registered form,
substantially in the form of Exhibit A-2, representing a Common Security.


 


“Company Indemnified
Person” means (a) any Regular Trustee; (b) any Affiliate of any Regular
Trustee; (c) any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Regular Trustee; or (d) any
officer, employee or agent of the Trust or its Affiliates.


 


“Corporate Trust Office”
means the office of the Institutional Trustee at which the corporate trust business
of the Preferred Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this
Declaration located at


 


Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware
19890


Attention:  Corporate Trust Administration


 


“Covered Person” means:
(a) any officer, director, shareholder, partner, member, representative,
employee or agent of (i) the Trust or (ii) the Trust’s Affiliates; and (b) any
Holder of Securities.


 


“Debenture Issuer” means
Protective Life Corporation, a Delaware corporation, in its capacity as issuer
of the Debentures under the Indenture.


 


“Debenture Trustee” means
The Bank of New York (as successor to AmSouth Bank), as trustee under the
Indenture until a successor is appointed thereunder, and thereafter such
successor trustee.


 


“Debentures” means the
series of Debentures to be issued by the Debenture Issuer under the Indenture
and to be held by the Institutional Trustee, a specimen certificate for such
series of Debentures being substantially in the form of Exhibit B.


 


3

















 


“Delaware Trustee” has
the meaning set forth in Section 5.2.


 


“Definitive Preferred
Security Certificates” has the meaning set forth in Section 9.4.


 


“Direction” by a Person
means a written direction signed:


 


(a)  if the Person is a natural person, by that
Person; or


 


(b)  in any other case, in the name of such
Person by one or more Authorized Officers of such Person.


 


“Distribution” means a
distribution payable to Holders of Securities in accordance with
Section 6.1.


 


“DTC” means The
Depository Trust Company, the initial Clearing Agency.


 


“Event of Default” in
respect of the Securities means an Event of Default (as defined in the Indenture)
has occurred and is continuing in respect of the Debentures.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, or any successor
legislation.


 


“Fiduciary Indemnified
Person” has the meaning set forth in Section 10.4(b).


 


“Global Certificate” has
the meaning set forth in Section 9.4.


 


“Holder” means a Person
in whose name a Certificate representing a Security is registered, such Person
being a beneficial owner within the meaning of the Statutory Trust Act.


 


“Indemnified Person”
means a Company Indemnified Person or a Fiduciary Indemnified Person.


 


“Indenture” means the
Subordinated Indenture dated as of June 1, 1994, from the Debenture Issuer
to the Debenture Trustee, and any Subordinated Indenture supplemental thereto
pursuant to which the Debentures are to be issued (including, without
limitation, the Supplemental Indenture No. 7, dated as of January 27,
2004 between the Debenture Issuer and the Debenture Trustee).


 


“Institutional Trustee”
means the Trustee meeting the eligibility requirements set forth in
Section 5.3.


 


“Institutional Trustee
Account” has the meaning set forth in Section 3.8(c).


 


4

















 


“Investment Company”
means an investment company as defined in the Investment Company Act.


 


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


 


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


 


“Legal Action” has the
meaning set forth in Section 3.6(g).


 


“Majority in liquidation
amount of the Securities” means, except as provided in the terms of the
Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.


 


“Ministerial Action” has
the meaning set forth in Annex I.


 


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


 


(a)  a statement that each officer signing such
certificate has read the covenant or condition and the definitions relating
thereto;


 


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


 


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


 


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


 


“Paying Agent” has the
meaning specified in Section 7.2.


 


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


 


5

















 


“Preferred Securities
Guarantee” means the Preferred Securities Guarantee Agreement, dated as of
January 27, 2004, of the Sponsor in respect of the Preferred Securities.


 


“Preferred Security” has
the meaning specified in Section 7.1.


 


“Preferred Security
Beneficial Owner” means, with respect to a Book Entry Interest, a Person who is
the beneficial owner of such Book Entry Interest, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such
Clearing Agency).


 


“Preferred Security
Certificate” means a certificate representing a Preferred Security
substantially in the form of Exhibit A-1.


 


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


 


“Purchase Agreement”
means the Purchase Agreement for the offering and sale of Preferred Securities
in the form of Exhibit C.


 


“Quorum” means a majority
of the Regular Trustees or, if there are only two Regular Trustees, both of
them.


 


“Regular Trustee” has the
meaning set forth in Section 5.1.


 


“Related Party” means,
with respect to the Sponsor, any direct or indirect wholly owned subsidiary of
the Sponsor or any other Person that owns, directly or indirectly, 100% of the
outstanding voting securities of the Sponsor.


 


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


 


“Rule 3a-5” means Rule
3a-5 under the Investment Company Act.


 


“Securities” means the
Common Securities and the Preferred Securities.


 


6

















 


“Securities Act” means
the Securities Act of 1933, as amended from time to time or any successor
legislation.


 


“Special Event” has the
meaning set forth in Annex I hereto.


 


“Sponsor” means
Protective Life Corporation, a Delaware corporation, or any successor entity in
a merger, consolidation or amalgamation, in its capacity as sponsor of the
Trust.


 


“Super Majority” has the
meaning set forth in Section 2.6 (a) (ii).


 


“Tax Event” has the
meaning set forth in Annex I hereto.


 


“10% in liquidation
amount of the Securities” means, except as provided in the terms of the
Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Preferred Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of 10% or
more of the aggregate liquidation amount (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.


 


“Treasury Regulations”
means the income tax regulations, including temporary and proposed regulations,
promulgated under the Code by the United States Treasury, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).


 


“Trustee” or “Trustees”
means each Person who has signed this Declaration as a trustee, so long as such
Person shall continue as a trustee of the Trust in accordance with the terms
hereof, and all other Persons who may from time to time be duly appointed,
qualified and serving as Trustees in accordance with the provisions hereof, and
references herein to a Trustee or the Trustees shall refer to such Person or
Persons solely in their capacity as trustees hereunder.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended from time to time, or any
successor legislation.


 


ARTICLE II.


 


TRUST INDENTURE
ACT


 


SECTION 2.1.  Trust Indenture Act; Application.


 


(a)  This Declaration is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Declaration and shall, to the extent applicable, be governed by such
provisions.


 


7

















 


(b)  The Institutional Trustee shall be the only
Trustee which is a Trustee for the purposes of the Trust Indenture Act.


 


(c)  If and to the extent that any provision of
this Declaration limits, qualifies or conflicts with the duties imposed by
Section 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.


 


(d)  The application of the Trust Indenture Act
to this Declaration shall not affect the nature of the Securities as equity
securities representing undivided beneficial interests in the assets of the
Trust.


 


SECTION 2.2.  Lists of Holders of Securities.


 


(a)  The Sponsor and the Regular Trustees on
behalf of the Trust shall provide the Institutional Trustee (i) within
14 days after each record date for payment of Distributions, a list, in
such form as the Institutional Trustee may reasonably require, of the names and
addresses of the Holders of the Securities (“List of Holders”) as of such
record date, provided that neither the Sponsor nor the Regular Trustees, on
behalf of the Trust, shall be obligated to provide such List of Holders at any
time the List of Holders does not differ from the most recent List of Holders
given to the Institutional Trustee by the Sponsor and the Regular Trustees on
behalf of the Trust, and (ii) at any other time, within 30 days of receipt
by the Trust of a written request for a List of Holders as of a date no more
than 14 days before such List of Holders is given to the Institutional
Trustee.  The Institutional Trustee
shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity); provided that the
Institutional Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.


 


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


 


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


 


SECTION 2.4.  Periodic Reports to Institutional Trustee.  Each of the Sponsor and the Regular
Trustees, on behalf of the Trust, shall provide to the Institutional Trustee
and the Holders such documents, reports and information as required by
Section 314 (if any) of the Trust Indenture Act and the compliance
certificate required by such Section 314 of the Trust Indenture Act in the
form, in the manner and at the times required thereby.


 


8

















 


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


 


SECTION 2.6.  Events of Default; Waiver.


 


(a)  The
Holders of a Majority in liquidation amount of Preferred Securities may, by
vote, on behalf of the Holders of all of the Preferred Securities, waive any
past Event of Default in respect of the Preferred Securities and its
consequences, provided that, if the underlying Event of Default under the
Indenture:


 


(i)  is not waivable under the Indenture, the
Event of Default under the Declaration shall also not be waivable; or


 


(ii)  requires the consent or vote of greater than
a majority in principal amount of the holders of the Debentures (a “Super
Majority”) to be waived under the Indenture, the Event of Default under the
Declaration may only be waived by the vote of the Holders of at least the
proportion in liquidation amount of the Preferred Securities that the relevant
Super Majority represents of the aggregate principal amount of the Debentures
outstanding.


 


The foregoing provisions
of this Section 2.6(a) shall be in lieu of Section 316(a)(1)(B) of
the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.  Upon such waiver, any such default shall cease to exist, and any
Event of Default with respect to the Preferred Securities arising therefrom
shall be deemed to have been cured, for every purpose of this Declaration, but
no such waiver shall extend to any subsequent or other default or Event of
Default with respect to the Preferred Securities or impair any right consequent
thereon.  Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote,
or consent of the Holders of the Common Securities.


 


(b)  The Holders of a Majority in liquidation
amount of the Common Securities may, by vote, on behalf of the Holders of all
of the Common Securities, waive any past Event of Default with respect to the
Common Securities and its consequences, provided that, if the underlying Event
of Default under the Indenture:


 


9

















 


(i)  is not waivable under the Indenture, except
where the Holders of the Common Securities are deemed to have waived such Event
of Default under the Declaration as provided below in this Section 2.6(b),
the Event of Default under the Declaration shall also not be waivable; or


 


(ii)  requires the consent or vote of a Super
Majority to be waived, except where the Holders of the Common Securities are
deemed to have waived such Event of Default under the Declaration as provided
below in this Section 2.6(b), the Event of Default under the Declaration
may only be waived by the vote of the Holders of at least the proportion in
aggregate liquidation amount of the Common Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding;


 


provided further,
that each Holder of Common Securities will be deemed to have waived any such
Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Institutional Trustee will be deemed with respect to the Preferred Securities
to be acting solely on behalf of the Holders of the Preferred Securities and
only the Holders of the Preferred Securities will have the right to direct the
Institutional Trustee in accordance with the terms of the Securities.  The foregoing provisions of this
Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B)
of the Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of
the Trust Indenture Act are hereby expressly excluded from this Declaration and
the Securities, as permitted by the Trust Indenture Act.  Subject to the foregoing provisions of this
Section 2.6(b), upon such waiver, any such default shall cease to exist
and any Event of Default with respect to the Common Securities arising
therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.


 


(c)  A waiver of an Event of Default under the
Indenture by the Institutional Trustee at the written direction of the Holders
of the Preferred Securities constitutes a waiver of the corresponding Event of
Default with respect to the Preferred Securities under this Declaration.  Any waiver of an Event of Default under the
Indenture by the Institutional Trustee at the direction of the Holders of the
Preferred Securities shall also be deemed to constitute a waiver by the Holders
of the Common Securities of the corresponding Event of Default under this
Declaration with respect to the Common Securities for all purposes of this
Declaration without further act, vote or consent of the Holders of the Common Securities.  The foregoing provisions of this
Section 2.6(c) shall be in lieu of Section 316(a)(1)(B) of the Trust
Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is
hereby expressly excluded from this Declaration and the Securities, as
permitted by the Trust Indenture Act.


 


10

















 


SECTION 2.7.  Event of Default; Notice.


 


(a)  The Institutional Trustee shall, within 90
days after a Responsible Officer of the Institutional Trustee obtains actual
knowledge of the occurrence of an Event of Default, transmit by mail, first
class postage prepaid, to the Holders of the Securities, notices of all
defaults with respect to the Securities actually known to a Responsible Officer
of the Institutional Trustee, unless such defaults have been cured before the
giving of such notice (the term “defaults” for the purposes of this
Section 2.7 being hereby defined to be an Event of Default as defined in
the Indenture, not including any periods of grace provided for therein and
irrespective of the giving of any notice provided therein); provided that,
except with respect to a default in the payment of principal of (or premium, if
any) or interest on any of the Debentures or in the payment of any sinking fund
installment established for the Debentures, the Institutional Trustee shall be
protected in withholding such notice if and so long as a Responsible Officer of
the Institutional Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.


 


(b)  The Institutional Trustee shall not be
deemed to have knowledge of any default except:


 


(i)  a default or Event of Default under Sections
5.1 or 5.3 of the Indenture; or


 


(ii)  any default or Event of Default as to which
the Institutional Trustee shall have received written notice or of which a
Responsible Officer of the Institutional Trustee charged with the
administration of the Declaration shall have actual knowledge.


 


ARTICLE III.


 


ORGANIZATION


 


SECTION 3.1.  Name.  The Trust is named “PLC Capital Trust V,” as such name may be
modified from time to time by the Regular Trustees following written notice to
the Holders of Securities and the filing of a certificate of amendment under
the Statutory Trust Act.  The Trust’s
activities may be conducted under the name of the Trust or any other name
deemed advisable by the Regular Trustees.


 


SECTION 3.2.  Office.  The address of the principal office of the Trust is 2801 Highway
280 South, Birmingham, Alabama 35223. 
On ten Business Days’ written notice to the Trustee and to the Holders
of the Securities, the Regular Trustees may designate another principal office.


 


SECTION 3.3.  Purpose.  The exclusive purposes and functions of the Trust are (i) to
issue and sell the Preferred Securities and the Common Securities representing
undivided beneficial


 


11

















 


interests in the assets
of the Trust, (ii) to use the gross proceeds from the sale of the Securities to
acquire the Debentures and (iii) to engage in only those other activities
necessary or incidental thereto.  The
Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets, or otherwise undertake (or permit to be
undertaken) any activity that would cause the Trust not to be classified for
United States federal income tax purposes as a grantor trust.


 


The Trustees, the Sponsor
and the Holders of the Preferred Securities and Common Securities (by their
acceptance of such Securities) agree not to take any position for United States
federal income tax purposes which is contrary to the classification of the
Trust as a grantor trust.


 


SECTION 3.4.  Authority.  Subject to the limitations provided in this Declaration and to
the specific duties of the Institutional Trustee, the Regular Trustees shall
have exclusive and complete authority to carry out the purposes of the
Trust.  An action taken by the Regular
Trustees in accordance with their powers shall constitute the act of and serve
to bind the Trust and an action taken by the Institutional Trustee on behalf of
the Trust in accordance with its powers shall constitute the act of and serve
to bind the Trust.  In dealing with the
Trustees acting on behalf of the Trust, no person shall be required to inquire
into the authority of the Trustees to bind the Trust.  Persons dealing with the Trust are entitled to rely conclusively
on the power and authority of the Trustees as set forth in this Declaration.


 


SECTION 3.5.  Title to Property of the Trust.  Except as provided in Section 3.8 with
respect to the Debentures and the Institutional Trustee Account or as otherwise
provided in this Declaration, legal title to all assets of the Trust shall be
vested in the Trust.  The Holders shall
not have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.


 


SECTION 3.6.  Powers and Duties of the Regular Trustees.  The Regular Trustees shall have the
exclusive power, duty and authority to cause the Trust to engage in the
following activities:


 


(a)  to issue and sell the Preferred Securities
and the Common Securities in accordance with this Declaration; provided,
however, that the Trust may issue no more than one series of Preferred Securities
and no more than one series of Common Securities, and, provided further, that
there shall be no interests in the Trust other than the Securities, and the
issuance of Securities shall be limited to a simultaneous issuance of both
Preferred Securities and Common Securities on the Closing Date;


 


(b)  in connection with the issue and sale of the
Preferred Securities, at the direction of the Sponsor, to:


 


(i)  execute and file with the Commission the
registration statement on Form S-3 prepared by the Sponsor, including any
amendments thereto, pertaining to the Preferred Securities;


 


12

















 


(ii)  execute and file any documents prepared by
the Sponsor, or take any acts as determined by the Sponsor to be necessary or
advisable in order to qualify or register all or part of the Preferred
Securities in any State in which the Sponsor has determined to qualify or
register such Preferred Securities for sale;


 


(iii)  execute and file an application, prepared by
the Sponsor, to the New York Stock Exchange, Inc. or any other national stock
exchange or the Nasdaq Stock Market’s National Market for listing upon notice
of issuance of any Preferred Securities pursuant to Section 3.8;


 


(iv)  execute and file with the Commission a
registration statement on Form 8-A, including any amendments thereto, prepared
by the Sponsor, relating to the registration of the Preferred Securities under
Section 12(b) of the Exchange Act; and


 


(v)  execute and enter into the Purchase
Agreement providing for the sale of the Preferred Securities;


 


(c)  to acquire the Debentures with the proceeds
of the sale of the Preferred Securities and the Common Securities; provided,
however, that the Regular Trustees shall cause legal title to the Debentures to
be held of record in the name of the Institutional Trustee for the benefit of
the Holders of the Preferred Securities and the Holders of Common Securities
pursuant to Section 3.8;


 


(d)  to give the Sponsor and the Institutional
Trustee prompt written notice of the occurrence of a Special Event; provided
that the Regular Trustees shall consult with the Sponsor and the Institutional
Trustee before taking or refraining from taking any Ministerial Action in
relation to a Tax Event;


 


(e)  to establish a record date with respect to
all actions to be taken hereunder that require a record date to be established,
including and with respect to, for the purposes of Section 316(c) of the
Trust Indenture Act, Distributions, voting rights, redemptions and exchanges, and
to issue relevant notices to the Holders of Preferred Securities and Holders of
Common Securities as to such actions and applicable record dates;


 


(f)  to take all actions and perform such duties
as may be required of the Regular Trustees pursuant to the terms of the
Securities;


 


(g)  to bring or defend, pay, collect,
compromise, arbitrate, resort to legal action, or otherwise adjust claims or
demands of or against the Trust (“Legal Action”), unless pursuant to
Section 3.8(e), the Institutional Trustee has the exclusive power to bring
such Legal Action;


 


13

















 


(h)  to employ or otherwise engage employees and
agents (who may be designated as officers with titles) and managers,
contractors, advisors, and consultants and pay reasonable compensation for such
services;


 


(i)  to cause the Trust to comply with the
Trust’s obligations under the Trust Indenture Act;


 


(j)  to give the certificate required by
Section 314(a)(4) of the Trust Indenture Act to the Institutional Trustee,
which certificate may be executed by any Regular Trustee;


 


(k)  to incur expenses that are necessary,
appropriate, convenient or incidental to carry out any of the purposes of the
Trust;


 


(l)  to act as, or appoint another Person to act
as, registrar and transfer agent for the Securities;


 


(m)  to give prompt written notice to the
Institutional Trustee and to the Holders of the Securities of any notice
received from the Debenture Issuer of its election to defer payments of
interest on the Debentures by extending the interest payment period under the
Indenture;


 


(n)  to take all action that may be necessary or
appropriate for the preservation and the continuation of the Trust’s valid
existence, rights, franchises and privileges as a statutory trust under the
laws of the State of Delaware and of each other jurisdiction in which such
existence is necessary to protect the limited liability of the Holders of the
Preferred Securities or to enable the Trust to effect the purposes for which
the Trust was created;


 


(o)  to take any action, not inconsistent with
this Declaration or with applicable law, that the Regular Trustees determine in
their discretion to be necessary or desirable in carrying out the activities of
the Trust as set out in this Section 3.6, including, but not limited to:


 


(i)  causing the Trust not to be deemed to be an
Investment Company required to be registered under the Investment Company Act;


 


(ii)  causing the Trust to continue to be
classified for United States federal income tax purposes as a grantor trust;
and


 


(iii)  cooperating with the Debenture Issuer to
ensure that the Debentures will be treated as indebtedness of the Debenture
Issuer for United States federal income tax purposes,


 


provided that such action
does not adversely affect the interests of the Holders;


 


14

















 


(p)  to take all action necessary to cause all
applicable tax returns and tax information reports that are required to be
filed with respect to the Trust to be duly prepared and filed by the Regular
Trustees, on behalf of the Trust; and


 


(q)  to execute all documents or instruments,
perform all duties and powers, and do all things for and on behalf of the Trust
in all matters necessary or incidental to the foregoing.


 


The Regular Trustees must
exercise the powers set forth in this Section 3.6 in a manner that is
consistent with the purposes and functions of the Trust set out in
Section 3.3, and the Regular Trustees shall not take any action that is
inconsistent with the purposes and functions of the Trust set forth in
Section 3.3.


 


Subject to this
Section 3.6, the Regular Trustees shall have none of the powers or the
authority of the Institutional Trustee set forth in Section 3.8.


 


Any expenses incurred by
the Regular Trustees pursuant to this Section 3.6 shall be reimbursed by
the Debenture Issuer.


 


SECTION 3.7.  Prohibition of Actions by the Trust and
the Trustees.


 


(a)  The Trust shall not, and the Trustees
(including the Institutional Trustee) shall not, engage in any activity other
than as required or authorized by this Declaration.  In particular, the Trust shall not and the Trustees (including
the Institutional Trustee) shall cause the Trust not to:


 


(i)  invest any proceeds received by the Trust
from holding the Debentures, but shall distribute all such proceeds to Holders
of Securities pursuant to the terms of this Declaration and of the Securities;


 


(ii)  acquire any assets other than as expressly
provided herein;


 


(iii)  possess Trust property for other than a
Trust purpose as set forth in Section 3.3;


 


(iv)  make any loans or incur any indebtedness
other than loans represented by the Debentures;


 


(v)  possess any power or otherwise act in such a
way as to vary the Trust assets or the terms of the Securities in any way
whatsoever;


 


(vi)  issue any securities or other evidences of
beneficial ownership of, or beneficial interest in, the Trust other than the
Securities; or


 


15

















 


(vii)  other than as provided in this Declaration
(including, without limitation, Annex I), (A) direct the time, method and place
of conducting any proceeding with respect to any remedy available to the
Debenture Trustee or exercising any trust or power conferred upon the Debenture
Trustee with respect to the Debentures, (B) waive any past default under the
Indenture, (C) exercise any right to rescind or annul any declaration that the
principal of all the Debentures shall be due and payable, or (D) consent to any
amendment, modification or termination of the Indenture or the Debentures where
such consent shall be required unless the Trust shall have received an opinion
of nationally recognized tax counsel to the effect that such amendment,
modification or termination will not cause more than an insubstantial risk that
for United States federal income tax purposes the Trust will be classified as
other than a grantor trust as a result of such action.


 


SECTION 3.8.  Powers and Duties of the Institutional
Trustee.


 


(a)  The legal title to the Debentures shall be
held by the Institutional Trustee in trust for the benefit of the Holders of
the Securities.  The right, title and
interest of the Institutional Trustee to the Debentures shall vest
automatically in each Person who may hereafter be appointed as Institutional
Trustee in accordance with Section 5.6. Such vesting and cessation of
title shall be effective whether or not conveyancing documents with regard to
the Debentures have been executed and delivered.


 


(b)  The Institutional Trustee shall not transfer
its right, title and interest in the Debentures to the Regular Trustees or to
the Delaware Trustee (if the Institutional Trustee does not also act as
Delaware Trustee).


 


(c)  The Institutional Trustee shall:


 


(i)  establish and maintain a segregated non-interest
bearing trust account (the “Institutional Trustee Account”) in the name of and
under the exclusive control of the Institutional Trustee on behalf of the
Holders of the Securities and, upon the receipt of payments of funds made in
respect of the Debentures held by the Institutional Trustee, deposit such funds
into the Institutional Trustee Account and make payments to the Holders of the
Preferred Securities and Holders of the Common Securities from the
Institutional Trustee Account in accordance with Section 6.1. Funds in the
Institutional Trustee Account shall be held uninvested until disbursed in
accordance with this Declaration.  The
Institutional Trustee Account shall be an account that is maintained with a
banking institution the rating on whose long-term unsecured indebtedness is at
least equal to the rating assigned to the Preferred Securities by a “nationally
recognized statistical rating organization,” as that term is defined for
purposes of Rule 436(g)(2) under the Securities Act;


 


16

















 


(ii)  engage in such ministerial activities as
shall be necessary or appropriate to effect the redemption of the Preferred
Securities and the Common Securities pursuant to this Declaration (including,
without limitation, Annex I) to the extent the Debentures are redeemed or
mature; and


 


(iii)  upon written notice of distribution issued
by the Regular Trustees in accordance with the terms of the Securities, engage
in such ministerial activities as shall be necessary or appropriate to effect
the distribution of the Debentures to Holders of Securities upon the occurrence
of certain special events (as may be defined in the terms of the Securities)
arising from a change in law or a change in legal interpretation or other specified
circumstances pursuant to the terms of the Securities.


 


(d)  The Institutional Trustee shall take all
actions and perform such duties as may be specifically required of the
Institutional Trustee pursuant to the terms of the Securities.


 


(e)  The Institutional Trustee shall take any
Legal Action which arises out of or in connection with an Event of Default of
which a Responsible Officer of the Institutional Trustee has actual knowledge
or the Institutional Trustee’s duties and obligations under this Declaration or
the Trust Indenture Act.


 


(f)  The Institutional Trustee shall not resign
as a Trustee unless either:


 


(i)  the Trust has been completely liquidated and
the proceeds of the liquidation distributed to the Holders of Securities
pursuant to the terms of the Securities; or


 


(ii)  a Successor Institutional Trustee (as
defined in Section 5.6) has been appointed and has accepted that
appointment in accordance with Section 5.6.


 


(g)  The Institutional Trustee shall have the
legal power to exercise all of the rights, powers and privileges of a holder of
Debentures under the Indenture and, if an Event of Default actually known to a
Responsible Officer of the Institutional Trustee occurs and is continuing, the
Institutional Trustee shall, for the benefit of Holders of the Securities,
enforce its rights as holder of the Debentures subject to the rights of the
Holders pursuant to the terms of such Securities.


 


(h)  Subject to this Section 3.8, the
Institutional Trustee shall have none of the duties, liabilities, powers or the
authority of the Regular Trustees set forth in Section 3.6.


 


The Institutional Trustee
must exercise the powers set forth in this Section 3.8 in a manner that is
consistent with the purposes and functions of the Trust set out in Section 3.3,
and the


 


17

















 


Institutional Trustee
shall not take any action that is inconsistent with the purposes and functions
of the Trust set out in Section 3.3.


 


SECTION 3.9.  Certain Duties and Responsibilities of
the Institutional Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


18

















 


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


 


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


 


(v)  the Institutional Trustee’s sole duty with
respect to the custody, safe keeping and physical preservation of the
Debentures and the Institutional Trustee Account shall be to deal with such
property in a similar manner as the Institutional Trustee deals with similar
property for its own account, subject to the protections and limitations on
liability afforded to the Institutional Trustee under this Declaration and the
Trust Indenture Act;


 


(vi)  the Institutional Trustee shall have no duty
or liability for or with respect to the value, genuineness, existence or
sufficiency of the Debentures or the payment of any taxes or assessments levied
thereon or in connection therewith;


 


(vii)  the Institutional Trustee shall not be
liable for any interest on any money received by it except as it may otherwise
agree in writing with the Sponsor. 
Money held by the Institutional Trustee need not be segregated from
other funds held by it except in relation to the Institutional Trustee Account
maintained by the Institutional Trustee pursuant to Section 3.8(c)(i) and
except to the extent otherwise required by law; and


 


(viii)  the Institutional Trustee shall not be
responsible for monitoring the compliance by the Regular Trustees or the
Sponsor with their respective duties under this Declaration, nor shall the
Institutional Trustee be liable for any default or misconduct of the Regular
Trustees or the Sponsor.


 


SECTION 3.10.  Certain Rights of Institutional Trustee.


 


(a)  Subject to the provisions of
Section 3.9:


 


19

















 


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


 


(ii)  any direction or act of the Sponsor or the Regular
Trustees contemplated by this Declaration shall be sufficiently evidenced by a
Direction or an Officers’ Certificate;


 


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


 


(iv)  the Institutional Trustee shall have no duty
to see to any recording, filing or registration of any instrument (including
any financing or continuation statement or any filing under tax or securities
laws) or any rerecording, refiling or reregistration thereof;


 


(v)  the Institutional Trustee may consult with
counsel or other experts and the advice or opinion of such counsel and experts
with respect to legal matters or advice within the scope of such experts’ area
of expertise shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion, it being understood that such counsel
may be counsel to the Sponsor or any of its Affiliates, and may include any of
its employees.  The Institutional
Trustee shall have the right at any time to seek instructions concerning the
administration of this Declaration from any court of competent jurisdiction;


 


(vi)  the Institutional Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Declaration at the request or direction of any Holder, unless such Holder shall
have provided to the Institutional Trustee security and indemnity, reasonably
satisfactory to the Institutional Trustee, against the costs, expenses
(including attorneys’ fees and expenses and the expenses of the Institutional
Trustee’s agents, nominees or custodians) and liabilities that might be
incurred by it in complying with such request or direction, including such
reasonable advances as may be requested by the Institutional Trustee provided,
that, nothing contained in this Section 3.10(a)(vi) shall be taken to
relieve the Institutional Trustee, upon the


 


20

















 


occurrence of an Event of
Default, of its obligation to exercise the rights and powers vested in it by
this Declaration;


 


(vii)  the Institutional Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Institutional Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit;


 


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


 


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


 


(x)  whenever in the administration of this
Declaration the Institutional Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking any other
action hereunder, the Institutional Trustee (i) may request instructions from
the Holders of the Securities which instructions may only be given by the
Holders of the same proportion in liquidation amount of the Securities as would
be entitled to direct the Institutional Trustee under the terms of the
Securities in respect of such remedy, right or action, (ii) may refrain from
enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be fully protected in conclusively
relying on or acting in accordance with such instructions; and


 


(xi)  except as otherwise expressly provided by
this Declaration, the Institutional Trustee shall not be under any obligation
to take any action that is discretionary under the provisions of this
Declaration.


 


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


 


21

















 


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


 


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


 


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


 


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


 


SECTION 3.11.  Delaware Trustee.  Notwithstanding any other provision of this
Declaration other than Section 5.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Regular Trustees or the Institutional
Trustee described in this Declaration. 
Except as set forth in Section 5.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Statutory Trust Act and taking such actions as are
required to be taken by the Delaware Trustee under the Statutory Trust
Act.  In the event that the Delaware
Trustee is required to take any action or perform any duty hereunder, the
Delaware Trustee shall be entitled to the benefits of Section 3.9(b)(ii)
through (viii) and Section 3.10 of this Declaration.


 


SECTION 3.12.  Execution of Documents.  Unless otherwise determined by the Regular
Trustees, and except as otherwise required by the Statutory Trust Act, any
Regular Trustee is authorized to execute on behalf of the Trust any documents
that the Regular Trustees have the power and authority to execute pursuant to
Section 3.6; provided that, the registration statement referred to in
Section 3.6(b)(i), including any amendments thereto, shall be signed by
all of the Regular Trustees.


 


22

















 


SECTION 3.13.  Not Responsible for Recitals or Issuance
of Securities.  The recitals
contained in this Declaration and the Securities shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness.  The Trustees
make no representations as to the value or condition of the property of the
Trust or any part thereof.  The Trustees
make no representations as to the validity or sufficiency of this Declaration
or the Securities.


 


SECTION 3.14.  Duration of Trust.  The Trust, unless terminated earlier pursuant
to the provisions of Article VIII hereof, shall have existence for
fifty-five (55) years from the issuance of the Debentures.


 


SECTION 3.15.  Mergers.


 


(a)  The Trust may not consolidate, amalgamate,
merge with or into, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, except as
described in Sections 3.15(b) and (c).


 


(b)  The Trust may, with the consent of the
Regular Trustees (or, if there are more than two, a majority of the Regular Trustees)
and without the consent of the Holders of the Securities, the Delaware Trustee
or the Institutional Trustee, consolidate, amalgamate, merge with or into, or
be replaced by a trust organized as such under the laws of any State; provided
that:


 


(i)  such successor entity (the “Successor
Entity”) either:


 


(A)  expressly assumes all of the obligations of
the Trust under the Securities; or


 


(B)  substitutes for the Preferred Securities
other securities having substantially the same terms as the Preferred
Securities (the “Successor Securities”) so long as the Successor Securities
rank the same as the Preferred Securities rank with respect to Distributions
and payments upon liquidation, redemption and otherwise;


 


(ii)  the Debenture Issuer expressly appoints a
trustee of the Successor Entity that possesses the same powers and duties as
the Institutional Trustee as the Holder of the Debentures;


 


(iii)  the Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or with another
organization on which the Preferred Securities are then listed or quoted;


 


23

















 


(iv)  such merger, consolidation, amalgamation or
replacement does not cause the Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization;


 


(v)  such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and privileges of
the Holders of the Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of such Holders’
interests in the Preferred Securities as a result of such merger,
consolidation, amalgamation or replacement);


 


(vi)  such Successor Entity has a purpose
identical to that of the Trust;


 


(vii)  prior to such merger, consolidation,
amalgamation or replacement, the Sponsor has received an opinion of a
nationally recognized independent counsel to the Trust experienced in such
matters to the effect that:


 


(A)  such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and privileges of
the Holders of the Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of the Holders’
interest in the new entity); and


 


(B)  following such merger, consolidation,
amalgamation or replacement, neither the Trust nor the Successor Entity will be
required to register as an Investment Company under the Investment Company Act;


 


(C)  following such merger, consolidation,
amalgamation or replacement, the Trust (or the Successor Entity) will continue
to be classified as a grantor trust for United States federal income tax
purposes; and


 


(viii)  the Sponsor guarantees the obligations of
such Successor Entity under the Successor Securities at least to the extent
provided by the Preferred Securities Guarantee.


 


(c)  Notwithstanding Section 3.15(b), the
Trust shall not, except with the consent of Holders of 100% in liquidation
amount of the Securities, consolidate, amalgamate, merge with or into, or be
replaced by any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger or replacement would cause the Trust or Successor Entity
to be classified as other than a grantor trust for United States federal income
tax purposes.


 


24

















 


ARTICLE IV.


 


SPONSOR


 


SECTION 4.1.  Sponsor’s Purchase of Common Securities.  On the Closing Date at the same time as the
Preferred Securities are sold, the Sponsor will purchase all of the Common
Securities issued by the Trust, in an amount at least equal to 3%  of
the aggregate capital of the Trust after giving effect to such sale of
Preferred Securities.


 


SECTION 4.2.  Responsibilities of the Sponsor.  In connection with the issue and sale of the
Preferred Securities, the Sponsor shall have the exclusive right and
responsibility to engage in the following activities:


 


(a)  to prepare for filing by the Trust with the
Commission a registration statement on Form S-3 in relation to the Preferred
Securities, including any amendments thereto;


 


(b)  to determine the States in which to take
appropriate action to qualify or register for sale all or part of the Preferred
Securities and to do any and all such acts, other than actions which must be
taken by the Trust, advise the Trust of actions it must take, and prepare for
execution and filing any documents to be executed and filed by the Trust, as
the Sponsor deems necessary or advisable in order to comply with the applicable
laws of any such States;


 


(c)  to prepare for filing by the Trust an
application to the New York Stock Exchange or any other national stock exchange
or the Nasdaq National Market for listing upon notice of issuance of any
Preferred Securities;


 


(d)  to prepare for filing by the Trust with the
Commission a registration statement on Form 8-A relating to the registration of
the Preferred Securities under Section 12(b) of the Exchange Act,
including any amendments thereto; and


 


(e)  to negotiate the terms of the Purchase
Agreement and Pricing Agreement providing for the sale of the Preferred
Securities.


 


ARTICLE V.


 


TRUSTEES


 


SECTION 5.1.  Number of Trustees.  The number of Trustees initially shall be
three (3), and:


 


(a)  at any time before the issuance of any
Securities, the Sponsor may, by written instrument, increase or decrease the number
of Trustees; and


 


25

















 


(b)  after the issuance of any Securities, the
number of Trustees may be increased or decreased by vote of the Holders of a
Majority in liquidation amount of the Common Securities voting as a class at a
meeting of the Holders of the Common Securities; provided, however, that the
number of Trustees shall in no event be less than two (2); provided further
that (1) one Trustee meets the requirements of Sections 5.2(a) or (b); (2) there
shall be at least one Trustee who is an employee or officer of, or is
affiliated with, the Sponsor (a “Regular Trustee”); and (3) one Trustee shall
be the Institutional Trustee for so long as this Declaration is required to
qualify as an indenture under the Trust Indenture Act, and such Trustee may
also serve as Delaware Trustee if it meets the applicable requirements.


 


SECTION 5.2.  Delaware Trustee.  If required by the Statutory Trust Act, one
Trustee (the “Delaware Trustee”) shall be:


 


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


 


(b)  if not a natural person, an entity which has
its principal place of business in the State of Delaware, and otherwise meets
the requirements of applicable law, provided that, if the Institutional Trustee
has its principal place of business in the State of Delaware and otherwise
meets the requirements of applicable law, then the Institutional Trustee shall
also be the Delaware Trustee and Section 3.11 shall have no application.


 


(c)  The initial Delaware Trustee shall be:


 


Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware
19890


Attention:  Corporate Trust Administration


 


SECTION 5.3.  Institutional Trustee; Eligibility.


 


(a)  There shall at all times be one Trustee
which shall act as Institutional Trustee and which shall:


 


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


 


(ii)  be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or Person
permitted by the Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
Territorial or District of Columbia authority. 
If such corporation


 


26

















 


publishes reports of
condition at least annually, pursuant to law or to the requirements of the
supervising or examining authority referred to above, then for the purposes of
this Section 5.3(a)(ii), the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.


 


(b)  If at any time the Institutional Trustee
shall cease to be eligible to so act under Section 5.3(a), the
Institutional Trustee shall immediately resign in the manner and with the
effect set forth in Section 5.6(c).


 


(c)  If the Institutional Trustee has or shall
acquire any “conflicting interest” within the meaning of Section 310(b) of
the Trust Indenture Act, the Institutional Trustee and the Holder of the Common
Securities (as if it were the obligor referred to in Section 310(b) of the
Trust Indenture Act) shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.


 


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


 


(e)  The initial Institutional Trustee shall be:


 


Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware
19890


Attention:  Corporate Trust Administration


 


SECTION 5.4.  Certain Qualifications of Regular Trustees
and Delaware Trustee Generally.  Each
Regular Trustee and the Delaware Trustee (unless the Institutional Trustee also
acts as Delaware Trustee) shall be either a natural person who is at least 21
years of age or a legal entity that shall act through one or more Authorized
Officers.


 


SECTION 5.5.  Regular Trustees.  The initial Regular Trustees shall be:


 


Richard J. Bielen


c/o Protective Life
Corporation


2801 Highway 280 South


Birmingham, Alabama 35223


 


Steven G. Walker


c/o Protective Life
Corporation


2801 Highway 280 South


 


27

















 


Birmingham, Alabama 35223


 


(a)  Except as expressly set forth in this
Declaration and except if a meeting of the Regular Trustees is called with
respect to any matter over which the Regular Trustees have power to act, any
power of the Regular Trustees may be exercised by, or with the consent of, any
one such Regular Trustee.


 


 


(b)  As more specifically provided in
Section 5.10, a Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to
Section 3.6.


 


SECTION 5.6.  Appointment, Removal and Resignation of
Trustees.


 


(a)  Subject
to Section 5.6(b), Trustees may be appointed or removed without cause at
any time:


 


(i)  until the issuance of any Securities, by
written instrument executed by the Sponsor; and


 


(ii)  after the issuance of any Securities, by
vote of the Holders of a Majority in liquidation amount of the Common
Securities voting as a class at a meeting of the Holders of the Common
Securities.


 


(b)                                 (i)  The Trustee that acts as Institutional
Trustee shall not be removed in accordance with Section 5.6(a) until a
Successor Institutional Trustee (a “Successor Institutional Trustee”) has been
appointed and has accepted such appointment by written instrument executed by
such Successor Institutional Trustee and delivered to the Regular Trustees and
the Sponsor; and


 


(ii)  the Trustee that acts as Delaware Trustee
shall not be removed in accordance with this Section 5.6(a) until a
successor Trustee possessing the qualifications to act as Delaware Trustee
under Sections 5.2 and 5.4 (a “Successor Delaware Trustee”) has been appointed
and has accepted such appointment by written instrument executed by such
Successor Delaware Trustee and delivered to the Regular Trustees and the
Sponsor.


 


(c)  A Trustee appointed to office shall hold
office until his successor shall have been appointed or until his death,
removal or resignation.  Any Trustee may
resign from office (without need for prior or subsequent accounting) by an
instrument in writing signed by such Trustee and delivered to the Sponsor and
the Trust, which resignation shall take effect upon such delivery or upon such
later date as is specified therein; provided, however, that:


 


28

















 


(i)  No such resignation of the Trustee that acts
as the Institutional Trustee shall be effective:


 


(A)  until a Successor Institutional Trustee has
been appointed and has accepted such appointment by instrument executed by such
Successor Institutional Trustee and delivered to the Trust, the Sponsor and the
resigning Institutional Trustee; or


 


(B)  until the assets of the Trust have been
completely liquidated and the proceeds thereof distributed to the holders of
the Securities; and


 


(ii)  no such resignation of the Trustee that acts
as the Delaware Trustee shall be effective until a Successor Delaware Trustee
has been appointed and has accepted such appointment by instrument executed by
such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
resigning Delaware Trustee.


 


(d)  The Holders of the Common Securities shall
use their best efforts to promptly appoint a Successor Delaware Trustee or
Successor Institutional Trustee, as the case may be, if the Institutional
Trustee or the Delaware Trustee delivers an instrument of resignation in
accordance with this Section 5.6.


 


(e)  If no Successor Institutional Trustee or
Successor Delaware Trustee shall have been appointed and accepted appointment
as provided in this Section 5.6 within 60 days after delivery to the
Sponsor and the Trust of an instrument of resignation, the resigning
Institutional Trustee or Delaware Trustee, as applicable, may petition any court
of competent jurisdiction for appointment of a Successor Institutional Trustee
or Successor Delaware Trustee.  Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper and prescribe, appoint a Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be.


 


(f)  No Institutional Trustee or Delaware Trustee
shall be liable for the acts or omissions to act of any Successor Institutional
Trustee or Successor Delaware Trustee, as the case may be.


 


SECTION 5.7.  Vacancies Among Trustees.  If a Trustee ceases to hold office for any
reason and the number of Trustees is not reduced pursuant to Section 5.1,
or if the number of Trustees is increased pursuant to Section 5.1, a
vacancy shall occur.  A resolution certifying
the existence of such vacancy by the Regular Trustees (or, if there are more
than two, a majority of the Regular Trustees) shall be conclusive evidence of
the existence of such vacancy.  Any such
vacancy shall be filled with a Trustee appointed in accordance with
Section 5.6.


 


SECTION 5.8.  Effect of Vacancies.  The death, resignation, retirement, removal,
bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the
duties of a Trustee shall not


 


29

















 


operate to annul the
Trust.  Whenever a vacancy in the number
of Regular Trustees shall occur, until such vacancy is filled by the
appointment of a Regular Trustee in accordance with Section 5.6, the
Regular Trustees in office, regardless of their number, shall have all the
powers granted to the Regular Trustees and shall discharge all the duties
imposed upon the Regular Trustees by this Declaration.


 


SECTION 5.9.  Meetings.  If there is more than one Regular Trustee, meetings of the Regular
Trustees shall be held from time to time upon the call of any Regular
Trustee.  Regular meetings of the
Regular Trustees may be held at a time and place fixed by resolution of the
Regular Trustees.  Notice of any
in-person meetings of the Regular Trustees shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 48 hours before such meeting.  Notice of any telephonic meetings of the Regular Trustees or any
committee thereof shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than
24 hours before such meeting.  Notices
shall contain a brief statement of the time, place and anticipated purposes of
the meeting.  The presence (whether in
person or by telephone) of a Regular Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Regular Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened.  Unless provided otherwise in this
Declaration, any action of the Regular Trustees may be taken at a meeting by
vote of a majority of the Regular Trustees present (whether in person or by
telephone) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting by the unanimous written consent of the
Regular Trustees.  In the event there is
only one Regular Trustee, any and all action of such Regular Trustee shall be
evidenced by a written consent of such Regular Trustee.


 


SECTION 5.10.  Delegation of Power.


 


(a)  Any Regular Trustee may, by power of
attorney consistent with applicable law, delegate to any other natural person
over the age of 21 his or her power for the purpose of executing any documents
contemplated in Section 3.6, including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing; and


 


(b)  the Regular Trustees shall have power to
delegate from time to time to such of their number or to officers of the Trust
the doing of such things and the execution of such instruments either in the
name of the Trust or the names of the Regular Trustees or otherwise as the Regular
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of the Trust, as set forth herein.


 


SECTION 5.11.  Merger, Conversion, Consolidation or
Succession to Business.  Any Person
into which the Institutional Trustee or the Delaware Trustee, as the case may
be, may be merged or converted or with which either may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Institutional Trustee or the Delaware Trustee, as the case


 


30

















 


may be, shall be a party,
or any Person succeeding to all or substantially all the corporate trust
business of the Institutional Trustee or the Delaware Trustee, as the case may
be, shall be the successor of the Institutional Trustee or the Delaware
Trustee, as the case may be, hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.


 


ARTICLE VI.


 


DISTRIBUTIONS


 


SECTION 6.1.  Distributions.  Holders shall receive Distributions (as
defined herein) in accordance with the applicable terms of the relevant
Holder’s Securities.  Distributions
shall be made on the Preferred Securities and the Common Securities in
accordance with the preferences set forth in their respective terms.  If and to the extent that the Debenture
Issuer makes a payment of interest (including Compounded Interest (as defined
in the Indenture) and Additional Interest (as defined in the Indenture)),
premium and/or principal on the Debentures held by the Institutional Trustee
(the amount of any such payment being a “Payment Amount”), the Institutional
Trustee shall and is directed, to the extent funds are available for that
purpose, to make a distribution (a “Distribution”) of such Payment Amount to
Holders.


 


ARTICLE VII.


 


ISSUANCE OF
SECURITIES


 


SECTION 7.1.  General Provisions Regarding Securities.


 


(a)  The Regular Trustees shall, on behalf of the
Trust, issue one class of preferred securities representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the “Preferred Securities”), 
which terms are incorporated by reference in, and made a part of, this
Declaration as if specifically set forth herein, and one class of common
securities representing undivided beneficial interests in the assets of the
Trust having such terms as are set forth in Annex I (the “Common Securities”),
which terms are incorporated by reference in, and made a part of, this
Declaration as if specifically set forth herein.  The Trust shall issue no securities or other interests in the
assets of the Trust other than the Preferred Securities and the Common
Securities.


 


(b)  The Certificates shall be signed on behalf
of the Trust by a Regular Trustee.  Such
signature shall be the manual signature of any present or any future Regular
Trustee.  In case any Regular Trustee of
the Trust who shall have signed any of the Securities shall cease to be such
Regular Trustee before the Certificates so signed shall be delivered by the
Trust, such Certificates nevertheless may be delivered as though the person who
signed such Certificates had not ceased to be such Regular Trustee; and any
Certificate may be signed on behalf of the Trust by such persons who, at the
actual date of execution of such Certificate,


 


31

















 


shall be the Regular
Trustees of the Trust, although at the date of the execution and delivery of
the Declaration any such person was not such a Regular Trustee.  Certificates shall be printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to the Regular Trustees, as evidenced by their execution thereof, and may have
such letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.


 


(c)  The consideration received by the Trust for
the issuance of the Securities shall constitute a contribution to the capital
of the Trust and shall not constitute a loan to the Trust.


 


(d)  Upon issuance of the Securities as provided
in this Declaration, the Securities so issued shall be deemed to be validly
issued, fully paid and (subject to Section 10.1) non-assessable.


 


(e)  Every Person, by virtue of having become a
Holder or a Preferred Security Beneficial Owner in accordance with the terms of
this Declaration, shall be deemed to have expressly assented and agreed to the
terms of, and shall be bound by, this Declaration and the Preferred Securities
Guarantee.


 


SECTION 7.2.  Paying Agent.  In the event that the Preferred Securities
are not in book-entry only form, the Trust shall maintain an office or agency
where the Preferred Securities may be presented for payment (“Paying Agent”),
and any such Paying Agent shall comply with Section 317(b) of the Trust
Indenture Act.  The Trust may appoint
the Paying Agent and may appoint one or more additional paying agents in such
other locations as it shall determine. 
The term “Paying Agent” includes any such additional paying agent.  The Trust may change any Paying Agent
without prior notice to any Holder.  The
Trust shall notify the Institutional Trustee of the name and address of any
Agent not a party to this Declaration. 
If the Trust fails to appoint or maintain another entity as Paying
Agent, the Institutional Trustee shall act as such.  The Trust or any of its Affiliates may act as Paying Agent.  The Institutional Trustee shall initially
act as Paying Agent for the Preferred Securities and the Common Securities.


 


ARTICLE VIII.


 


TERMINATION OF
TRUST


 


SECTION 8.1.  Termination of Trust.  (a) 
The Trust shall dissolve in the earlier to occur of 55 years after the
issuance of the Debentures or:


 


(i)  upon the bankruptcy of the Sponsor;


 


32

















 


(ii)  upon the filing of a certificate of
dissolution or its equivalent with respect to the Sponsor or the revocation of
the Sponsor’s charter and the expiration of 90 days after the date of
revocation without a reinstatement thereof;


 


(iii)  upon the consent of a Majority in
liquidation amount of the Securities affected thereby voting together as a
single class to dissolve the Trust;


 


(iv)  upon the entry of a decree of judicial
dissolution of the Holder of the Common Securities, the Sponsor or the Trust;


 


(v)  when all of the Securities shall have been
called for redemption and the amounts necessary for redemption thereof shall
have been paid to the Holders, in each case in accordance with the terms of the
Securities;


 


(vi)  at the election of the Sponsor (which is
wholly within its sole discretion) at any time pursuant to which the Trust
shall have been dissolved in accordance with the terms of the Securities as set
forth in Annex I and all of the Debentures endorsed thereon shall have been
distributed to the Holders of Securities in exchange for all of the Securities;
or


 


(vii)  before the issuance of any Securities, with
the consent of all of the Regular Trustees and the Sponsor.


 


(b)  As soon as is practicable after the occurrence
of an event referred to in Section 8.1(a) and upon completion of the
winding-up of the Trust and satisfaction of all liabilities of the Trust in
accordance with the Statutory Trust Act, the Trustees shall file a certificate
of cancellation with the Secretary of State of the State of Delaware and the
Trust shall terminate.


 


(c)  The provisions of Article X shall
survive the termination of the Trust.


 


ARTICLE IX.


 


TRANSFER OF
INTERESTS


 


SECTION 9.1.  Transfer of Securities.


 


(a)  Securities may only be transferred, in whole
or in part, in accordance with the terms and conditions set forth in this
Declaration and in the terms of the Securities.  Any transfer or purported transfer of any Security not made in
accordance with this Declaration shall be null and void.


 


(b)  Subject to this Article IX, Preferred
Securities shall be freely transferable.


 


33

















 


(c)  Subject to this Article IX, the Sponsor
and any Related Party may only transfer Common Securities to the Sponsor or a
Related Party of the Sponsor; provided that, any such transfer is subject to
the condition precedent that the transferor obtain the written opinion of
nationally recognized independent counsel experienced in such matters that such
transfer would not cause more than an insubstantial risk that:


 


(i)  the Trust would not continue to be
classified for United States federal income tax purposes as a grantor trust;
and


 


(ii)  the Trust would be an Investment Company or
the transferee would become an Investment Company.


 


SECTION 9.2.  Transfer of Certificates.  The Regular Trustees shall provide for the
registration of Certificates and of transfers of Certificates, which will be
effected without charge but only upon payment (with such indemnity as the
Regular Trustees may require) in respect of any tax or other government charges
that may be imposed in relation to it. 
Upon surrender for registration of transfer of any Certificate, the
Regular Trustees shall cause one or more new Certificates to be issued in the
name of the designated transferee or transferees.  Every Certificate surrendered for registration of transfer shall
be accompanied by a written instrument of transfer in form satisfactory to the
Regular Trustees duly executed by the Holder or such Holder’s attorney duly
authorized in writing.  Each Certificate
surrendered for registration of transfer shall be canceled by the Regular
Trustees.  A transferee of a Certificate
shall be entitled to the rights and subject to the obligations of a Holder
hereunder upon the receipt by such transferee of a Certificate.  By acceptance of a Certificate, each
transferee shall be deemed to have agreed to be bound by this Declaration.


 


SECTION 9.3.  Deemed Security Holders.  The Trustees may treat the Person in whose
name any Certificate shall be registered on the books and records of the Trust
as the sole holder of such Certificate and of the Securities represented by
such Certificate for purposes of receiving Distributions and for all other
purposes whatsoever and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Certificate or in the
Securities represented by such Certificate on the part of any Person, whether
or not the Trust shall have actual or other notice thereof.


 


SECTION 9.4.  Book Entry Interests.  Unless otherwise specified in the terms of
the Preferred Securities, the Preferred Securities Certificates, on original
issuance, will be issued in the form of one or more fully registered, global
Preferred Security Certificates (each a “Global Certificate”), to be delivered
to DTC, the initial Clearing Agency, by, or on behalf of, the Trust.  Such Global Certificate(s) shall initially
be registered on the books and records of the Trust in the name of Cede &
Co., the nominee of DTC, and no Preferred Security Beneficial Owner will
receive a definitive Preferred Security Certificate representing such Preferred
Security Beneficial Owner’s interests in such Global Certificate(s), except as
provided in Section 9.7. Unless and until definitive,


 


34

















 


fully registered
Preferred Security Certificates (the “Definitive Preferred Security
Certificates”) have been issued to the Preferred Security Beneficial Owners
pursuant to Section 9.7:


 


(a)  the provisions of this Section 9.4
shall be in full force and effect;


 


(b)  the Trust and the Trustees shall be entitled
to deal with the Clearing Agency for all purposes of this Declaration
(including the payment of Distributions on the Global Certificate(s) and
receiving approvals, votes or consents hereunder) as the Holder of the
Preferred Securities and the sole holder of the Global Certificate(s) and shall
have no obligation to the Preferred Security Beneficial Owners;


 


(c)  to the extent that the provisions of this
Section 9.4 conflict with any other provisions of this Declaration, the
provisions of this Section 9.4 shall control; and


 


(d)  the rights of the Preferred Security
Beneficial Owners shall be exercised only through the Clearing Agency and shall
be limited to those established by law and agreements between such Preferred
Security Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants and the Clearing Agency shall receive and transmit payments of Distributions
on the Global Certificates to such Clearing Agency Participants.  DTC will make book entry transfers among the
Clearing Agency Participants.


 


SECTION 9.5.  Notices to Clearing Agency.  Whenever a notice or other communication to
the Preferred Security Holders is required under this Declaration, unless and
until Definitive Preferred Security Certificates shall have been issued to the
Preferred Security Beneficial Owners pursuant to Section 9.7, the Regular
Trustees shall give all such notices and communications specified herein to be
given to the Preferred Security Holders to the Clearing Agency, and shall have
no notice obligations to the Preferred Security Beneficial Owners.


 


SECTION 9.6.  Appointment of Successor Clearing Agency.  If any Clearing Agency elects to discontinue
its services as securities depositary with respect to the Preferred Securities,
the Regular Trustees may, in their sole discretion, appoint a successor
Clearing Agency with respect to such Preferred Securities.


 


SECTION 9.7.  Definitive Preferred Security
Certificates.  If:


 


(a)  a Clearing Agency elects to discontinue its
services as securities depositary with respect to the Preferred Securities and
a successor Clearing Agency is not appointed within 90 days after such discontinuance
pursuant to Section 9.6; or


 


(b)  the Regular Trustees elect after
consultation with the Sponsor to terminate the book entry system through the
Clearing Agency with respect to the Preferred Securities, then:


 


35

















 


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


 


(ii)  upon surrender of the Global Certificate(s)
by the Clearing Agency, accompanied by registration instructions, the Regular
Trustees shall cause Definitive Preferred Security Certificates to be delivered
to Preferred Security Beneficial Owners in accordance with the instructions of
the Clearing Agency.  Neither the
Trustees nor the Trust shall be liable for any delay in delivery of such
instructions and each of them may conclusively rely on and shall be protected
in relying on, said instructions of the Clearing Agency.  The Definitive Preferred Security
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Regular Trustees, as
evidenced by their execution thereof, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
as the Regular Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which Preferred Securities may be listed,
or to conform to usage.


 


SECTION 9.8.  Mutilated, Destroyed, Lost or Stolen
Certificates.  If:


 


(a)  any mutilated Certificates should be
surrendered to the Regular Trustees, or if the Regular Trustees shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate; and


 


(b)  there shall be delivered to the Regular
Trustees such security or indemnity as may be required by them to keep each of
them harmless;


 


then, in the absence of
notice that such Certificate shall have been acquired by a bona fide purchaser,
any Regular Trustee on behalf of the Trust shall execute and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like denomination.  In connection with the issuance of any new Certificate under this
Section 9.8, the Regular Trustees may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.  Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive
evidence of an ownership interest in the relevant Securities, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.


 


36

















 


ARTICLE X.


 


LIMITATION OF
LIABILITY OF


HOLDERS OF
SECURITIES, TRUSTEES OR OTHERS


 


SECTION 10.1.  Liability.


 


(a)  Except as expressly set forth in this
Declaration, the Debentures, the Preferred Securities Guarantee, the Common
Securities Guarantee and the terms of the Securities, the Sponsor shall not be:


 


(i)  personally liable for the return of any
portion of the capital contributions (or any return thereon) of the Holders of
the Securities which shall be made solely from assets of the Trust; or


 


(ii)  required to pay to the Trust or to any
Holder of Securities any deficit upon dissolution of the Trust or otherwise.


 


(b)  The Holder of the Common Securities shall be
liable for all of the debts and obligations of the Trust (other than with
respect to the Securities) to the extent not satisfied out of the Trust’s
assets.


 


(c)  Pursuant to Section 3803(a) of the
Statutory Trust Act, the Holders of the Preferred Securities shall be entitled
to the same limitation of personal liability extended to stockholders of
private corporations for profit organized under the General Corporation Law of
the State of Delaware.


 


SECTION 10.2.  Exculpation.


 


(a)  No Indemnified Person shall be liable,
responsible or accountable in damages or otherwise to the Trust or any Covered
Person for any loss, damage or claim incurred by reason of any act performed or
omission made by such Indemnified Person in good faith on behalf of the Trust
and in a manner such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by this Declaration
or by law, except that an Indemnified Person shall be liable for any such loss,
damage or claim incurred by reason of such Indemnified Person’s gross
negligence (or ordinary negligence in the case of the Institutional Trustee) or
willful misconduct with respect to such acts or omissions.


 


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


 


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SECTION 10.3.  Fiduciary Duty.


 


(a)  To the
extent that, at law or in equity, an Indemnified Person has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to any other
Covered Person, an Indemnified Person acting under this Declaration shall not
be liable to the Trust or to any other Covered Person for its good faith
reliance on the provisions of this Declaration.  The provisions of this Declaration, to the extent that they
restrict the duties and liabilities of an Indemnified Person otherwise existing
at law or in equity (other than the duties imposed on the Institutional Trustee
under the Trust Indenture Act), are agreed by the parties hereto to replace
such other duties and liabilities of such Indemnified Person.


 


(b)  Unless otherwise expressly provided herein:


 


(i)  whenever a conflict of interest exists or
arises between any Covered Persons; or


 


(ii)  whenever this Declaration or any other
agreement contemplated herein provides that an Indemnified Person shall act in
a manner that is, or provides terms that are, fair and reasonable to the Trust
or any Holder of Securities,


 


the Indemnified Person
shall resolve such conflict of interest, take such action or provide such
terms, considering in each case the relative interest of each party (including
its own interest) to such conflict, agreement, transaction or situation and the
benefits and burdens relating to such interests, any customary or accepted
industry practices, and any applicable generally accepted accounting practices
or principles.  In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration or any other agreement contemplated herein or of any duty or
obligation of the Indemnified Person at law or in equity or otherwise.


 


(c)  Whenever in this Declaration an Indemnified
Person is permitted or required to make a decision:


 


(i)  in its “discretion” or under a grant of
similar authority, the Indemnified Person shall be entitled to consider such
interests and factors as it desires, including its own interests, and shall
have no duty or obligation to give any consideration to any interest of or
factors affecting the Trust or any other Person; or


 


(ii)  in its “good faith” or under another express
standard, the Indemnified Person shall act under such express standard and
shall not be subject to any other or different standard imposed by this
Declaration or by applicable law.


 


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SECTION 10.4.  Indemnification.


 


(a)                                  (i)
The Debenture Issuer shall indemnify, to the full extent permitted by law, any
Company Indemnified Person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Trust) by reason of the fact that he is or was a
Company Indemnified Person against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Trust, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Company Indemnified Person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.


 


(ii)  The Debenture Issuer shall indemnify, to the
full extent permitted by law, any Company Indemnified Person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Trust to procure a judgment
in its favor by reason of the fact that he is or was a Company Indemnified
Person against expenses (including attorneys’ fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Company Indemnified Person shall have been adjudged to be liable to
the Trust unless and only to the extent that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.


 


(iii)  To the extent that a Company Indemnified
Person shall be successful on the merits or otherwise (including dismissal of
an action without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a), or in defense of any
claim, issue or matter therein, he shall be indemnified, to the full extent
permitted by law, against expenses (including attorneys’ fees) actually and
reasonably incurred by him in connection therewith.


 


39

















 


(iv)  Any indemnification under paragraphs (i) and
(ii) of this Section 10.4(a) (unless ordered by a court) shall be made by
the Debenture Issuer only as authorized in the specific case upon a
determination that indemnification of the Company Indemnified Person is proper
in the circumstances because he has met the applicable standard of conduct set
forth in paragraphs (i) and (ii).  Such
determination shall be made (1) by the Regular Trustees by a majority vote of a
quorum consisting of such Regular Trustees who were not parties to such action,
suit or proceeding, (2) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Regular Trustees so directs, by
independent legal counsel in a written opinion, or (3) by the Common Security
Holder of the Trust.


 


(v)  Expenses (including attorneys’ fees) incurred
by a Company Indemnified Person in defending a civil, criminal, administrative
or investigative action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 10.4(a) shall be paid by the Sponsor in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Company Indemnified Person to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Debenture Issuer as authorized in this Section 10.4(a).
Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer
if a determination is reasonably and promptly made (i) by the Regular Trustees
by a majority vote of a quorum of disinterested Regular Trustees, (ii) if such
a quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested Regular Trustees so directs, by independent legal counsel in a
written opinion or (iii) the Common Security Holder of the Trust, that, based
upon the facts known to the Regular Trustees, counsel or the Common Security
Holder at the time such determination is made, such Company Indemnified Person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the Trust, or, with respect to any
criminal proceeding, that such Company Indemnified Person believed or had
reasonable cause to believe his conduct was unlawful.  In no event shall any advance be made in instances where the Regular
Trustees, independent legal counsel or Common Security Holder reasonably
determine that such person deliberately breached his duty to the Trust or its
Common or Preferred Security Holders.


 


(vi)  The indemnification and advancement of
expenses provided by, or granted pursuant to, the other paragraphs of this
Section 10.4(a) shall not be deemed exclusive of any other rights to which
those seeking indemnification and advancement of expenses may be entitled under
any agreement, vote of stockholders or disinterested directors of the Debenture
Issuer or Preferred Security Holders of the Trust or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.  All rights to
indemnification under this Section 10.4(a) shall be deemed to be provided
by a contract between the Debenture Issuer and each Company Indemnified Person
who serves in such capacity at any time while


 


40

















 


this Section 10.4(a)
is in effect.  Any repeal or
modification of this Section 10.4(a) shall not affect any rights or
obligations then existing.


 


(vii)  The Debenture Issuer or the Trust may
purchase and maintain insurance on behalf of any person who is or was a Company
Indemnified Person against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Debenture Issuer would have the power to indemnify him against such
liability under the provisions of this Section 10.4(a).


 


(viii)  For purposes of this Section 10.4(a),
references to “the Trust” shall include, in addition to the resulting or
surviving entity, any constituent entity (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any person who is
or was a director, trustee, officer or employee of such constituent entity, or
is or was serving at the request of such constituent entity as a director,
trustee, officer, employee or agent of another entity, shall stand in the same
position under the provisions of this Section 10.4(a) with respect to the
resulting or surviving entity as he would have with respect to such constituent
entity if its separate existence had continued.


 


(ix)  The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 10.4(a) shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a Company Indemnified Person and shall inure to the benefit of the
heirs, executors and administrators of such a person.


 


(b)  The Sponsor agrees to indemnify (i) the
Institutional Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the
Institutional Trustee and the Delaware Trustee, and (iv) any officers,
directors, shareholders, members, partners, employees, representatives,
custodians, nominees or agents of the Institutional Trustee and the Delaware
Trustee (each of the Persons in (i) through (iv) being referred to as a
“Fiduciary Indemnified Person”) for, and to hold each Fiduciary Indemnified
Person harmless against, any loss, liability or expense incurred without gross
negligence (or, in the case of the Institutional Trustee, pursuant to
Section 3.9, negligence) or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees
and expenses) of defending itself against or investigating any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.  The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the
resignation or removal of the Institutional Trustee or the Delaware Trustee and
the satisfaction and discharge of this Declaration.


 


(c)  The Sponsor agrees to pay the Institutional
Trustee and the Delaware Trustee, from time to time, such compensation for all
services rendered by the Institutional Trustee and the Delaware Trustee
hereunder including reasonable compensation expenses and


 


41

















 


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


 


SECTION 10.5.  Outside Businesses.  Any Covered Person, the Sponsor, the Delaware
Trustee and the Institutional Trustee may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Securities shall have no rights by virtue of this Declaration in
and to such independent ventures or the income or profits derived therefrom,
and the pursuit of any such venture, even if competitive with the business of
the Trust, shall not be deemed wrongful or improper.  No Covered Persons, the Sponsor, the Delaware Trustee, or the
Institutional Trustee shall be obligated to present any particular investment
or other opportunity to the Trust even if such opportunity is of a character
that, if presented to the Trust, could be taken by the Trust, and any Covered
Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity.  Any Covered Person, the
Delaware Trustee and the Institutional Trustee may engage or be interested in
any financial or other transaction with the Sponsor or any Affiliate of the
Sponsor, or may act as depositary for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the Sponsor
or its Affiliates.


 


ARTICLE XI.


 


ACCOUNTING


 


SECTION 11.1.  Fiscal Year.  The fiscal year (“Fiscal Year”) of the Trust
shall be the calendar year, or such other year as is required by the Code.


 


SECTION 11.2.  Certain Accounting Matters.


 


(a)  At all times during the existence of the
Trust, the Regular Trustees shall keep, or cause to be kept, full books of
account, records and supporting documents, which shall reflect in reasonable
detail, each transaction of the Trust. 
The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied.  The Trust shall
use the accrual method of accounting for United States federal income tax
purposes.  The books of account and the
records of the Trust shall be examined by and reported upon as of the end of
each Fiscal Year of the Trust by a firm of independent certified public
accountants selected by the Regular Trustees.


 


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(b)  The Regular Trustees shall cause to be duly
prepared and delivered to each of the Holders of Securities, any annual United
States federal income tax information statement, required by the Code,
containing such information with regard to the Securities held by each Holder
as is required by the Code and the Treasury Regulations. The Regular Trustees
shall endeavor to deliver all such statements within 30 days after the end of
each Fiscal Year of the Trust.


 


(c)  The Regular Trustees shall cause to be duly
prepared and filed with the appropriate taxing authority, an annual United
States federal income tax return, on a Form 1041 or such other form required by
United States federal income tax law, and any other annual income tax returns
required to be filed by the Regular Trustees on behalf of the Trust with any
state or local taxing authority.


 


SECTION 11.3.  Banking.  The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Debentures held by the Institutional Trustee shall be
made directly to the Institutional Trustee Account and no other funds of the
Trust shall be deposited in the Institutional Trustee Account.  The sole signatories for such accounts shall
be designated by the Regular Trustees; provided, however, that the
Institutional Trustee shall designate the signatories for the Institutional
Trustee Account.


 


SECTION 11.4.  Withholding.  The Trust and the Regular Trustees shall
comply with all withholding requirements under United States federal, state and
local law.  The Trust shall request, and
the Holders shall provide to the Trust, such forms or certificates as are
necessary to establish an exemption from withholding with respect to each
Holder or beneficial owner, and any representations and forms as shall
reasonably be requested by the Trust to assist it in determining the extent of,
and in fulfilling, its withholding obligations.  The Regular Trustees shall file required forms with applicable
jurisdictions and, unless an exemption from withholding is properly established
by a Holder or beneficial owner, shall remit amounts withheld with respect to
the Holder or beneficial owner to applicable jurisdictions.  To the extent that the Trust is required to
withhold and pay over any amounts to any authority with respect to
Distributions or allocations to any Holder or beneficial owner, the amount
withheld shall be deemed to be a Distribution in the amount of the withholding
to the Holder or beneficial owner.  In
the event of any claimed over withholding, Holders shall be limited to an
action against the applicable jurisdiction. 
If the amount required to be withheld was not withheld from actual
Distributions made, the Trust may reduce subsequent Distributions by the amount
of such withholding.


 


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ARTICLE XII.


 


AMENDMENTS AND
MEETINGS


 


SECTION 12.1.  Amendments.


 


(a)  Except as otherwise provided in this
Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed by:


 


(i)  the Sponsor and the Regular Trustees (or, if
there are more than two Regular Trustees, a majority of the Regular Trustees);


 


(ii)  if the amendment affects the rights, powers,
duties, obligations or immunities of the Institutional Trustee, the
Institutional Trustee; and


 


(iii)  if the amendment affects the rights, powers,
duties, obligations or immunities of the Delaware Trustee, the Delaware
Trustee;


 


(b)  no amendment shall be made, and any such
purported amendment shall be void and ineffective:


 


(i)  unless, in the case of any proposed amendment,
the Institutional Trustee shall have first received an Officers’ Certificate
from each of the Trust and the Sponsor that such amendment is permitted by, and
conforms to, the terms of this Declaration (including the terms of the
Securities);


 


(ii)  unless, in the case of any proposed
amendment which affects the rights, powers, duties, obligations or immunities
of the Institutional Trustee, the Institutional Trustee shall have also first
received an opinion of counsel (who may be counsel to the Sponsor or the Trust)
that such amendment is permitted by, and conforms to, the terms of this
Declaration (including the terms of the Securities); and


 


(iii)  to the extent the result of such amendment
would be to:


 


(A)  cause the trust to fail to continue to be classified
for purposes of United States federal income taxation as a grantor trust;


 


(B)  reduce or otherwise adversely affect the
powers of the Institutional Trustee in contravention of the Trust Indenture
Act; or


 


(C)  cause the Trust to be deemed to be an
Investment Company required to be registered under the Investment Company Act;


 


(c)  at such time after the Trust has issued any
Securities that remain outstanding, any amendment that would adversely affect
the rights, privileges or preferences of any Holder of Securities may be
effected only with such additional requirements as may be set forth in the
terms of such Securities;


 


44

















 


(d)  Section 9.1(c), Section 10.1(c)
and this Section 12.1 shall not be amended without the consent of all of
the Holders of the Securities;


 


(e)  Article IV shall not be amended without
the consent of the Holders of a Majority in liquidation amount of the Common
Securities;


 


(f)  the rights of the holders of the Common
Securities under Article V to increase or decrease the number of, and
appoint and remove, Trustees shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities; and


 


(g)  notwithstanding Section 12.1(c), this
Declaration may be amended without the consent of the Holders of the Securities
to:


 


(i)  cure any ambiguity;


 


(ii)  correct or supplement any provision in this
Declaration that may be defective or inconsistent with any other provision of
this Declaration;


 


(iii)  add to the covenants, restrictions or
obligations of the Sponsor;


 


(iv)  conform to any change in Rule 3a-5 or
written change in interpretation or application of Rule 3a-5 by any legislative
body, court, government agency or regulatory authority, which change does not
have a material adverse effect on the right, preferences or privileges of the
Holders; and


 


(v)  modify, eliminate and add to any provision
of this Declaration to such extent as may be necessary, provided such
modification, elimination or addition would not adversely affect the rights,
privileges or preference of any Holder of the Securities.


 


SECTION 12.2.  Meetings of the Holders of Securities;
Action by Written Consent.


 


(a)  Meetings of the Holders of any class of
Securities may be called at any time by the Regular Trustees (or as provided in
the terms of the Securities) to consider and act on any matter on which Holders
of such class of Securities are entitled to act under the terms of this
Declaration, the terms of the Securities or the rules of any stock exchange on
which the Preferred Securities are listed or admitted for trading.  The Regular Trustees shall call a meeting of
the Holders of such class if directed to do so by the Holders of at least 10%
in liquidation amount of such class of Securities.  Such direction shall be given by delivering to the Regular
Trustees one or more calls in a writing stating that the signing Holders of
Securities wish to call a meeting and indicating the general or specific
purpose for which the meeting is to be called. 
Any Holders of Securities calling a meeting shall specify in writing the
Security Certificates held by the Holders of Securities exercising the right to
call a


 


45

















 


meeting and only those
Securities evidenced by Securities Certificates so specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.


 


(b)  Except to the extent otherwise provided in
the terms of the Securities, the following provisions shall apply to meetings
of Holders of Securities:


 


(i)  notice of any such meeting shall be given to
all the Holders of Securities having a right to vote thereat at least 7 days
and not more than 60 days before the date of such meeting.  Whenever a vote, consent or approval of the
Holders of Securities is permitted or required under this Declaration or the
rules of any stock exchange on which the Preferred Securities are listed or
admitted for trading, such vote, consent or approval may be given at a meeting
of the Holders of Securities.  Any
action that may be taken at a meeting of the Holders of Securities may be taken
without a meeting if a consent in writing setting forth the action so taken is
signed by the Holders of Securities owning not less than the minimum amount of
Securities in liquidation amount that would be necessary to authorize or take
such action at a meeting at which all Holders of Securities having a right to
vote thereon were present and voting. 
Prompt notice of the taking of action without a meeting shall be given
to the Holders of Securities entitled to vote who have not consented in
writing.  The Regular Trustees may
specify that any written ballot submitted to the Security Holder for the
purpose of taking any action without a meeting shall be returned to the Trust
within the time specified by the Regular Trustees;


 


(ii)  each Holder of a Security may authorize any
Person to act for it by proxy on all matters in which a Holder of Securities is
entitled to participate, including waiving notice of any meeting, or voting or
participating at a meeting.  No proxy
shall be valid after the expiration of 11 months from the date thereof unless
otherwise provided in the proxy.  Every
proxy shall be revocable at the pleasure of the Holder of Securities executing
it.  Except as otherwise provided
herein, all matters relating to the giving, voting or validity of proxies shall
be governed by the General Corporation Law of the State of Delaware relating to
proxies, and judicial interpretations thereunder, as if the Trust were a
Delaware corporation and the Holders of the Securities were stockholders of a
Delaware corporation;


 


(iii)  each meeting of the Holders of the
Securities shall be conducted by the Regular Trustees or by such other Person
that the Regular Trustees may designate; and


 


(iv)  unless the Statutory Trust Act, this
Declaration, the terms of the Securities, the Trust Indenture Act or the
listing rules of any stock exchange on which the Preferred Securities are then
listed or trading, otherwise provides, the Regular Trustees, in their sole
discretion, shall establish all other provisions relating


 


46

















 


to meetings of Holders of
Securities, including notice of the time, place or purpose of any meeting at
which any matter is to be voted on by any Holders of Securities, waiver of any
such notice, action by consent without a meeting, the establishment of a record
date, quorum requirements, voting in person or by proxy or any other matter
with respect to the exercise of any such right to vote.


 


ARTICLE XIII.


 


REPRESENTATIONS OF
INSTITUTIONAL TRUSTEE


AND DELAWARE
TRUSTEE


 


SECTION 13.1.  Representations and Warranties of
Institutional Trustee.  The Trustee
that acts as initial Institutional Trustee represents and warrants to the Trust
and to the Sponsor at the date of this Declaration, and each Successor
Institutional Trustee represents and warrants to the Trust and the Sponsor at
the time of the Successor Institutional Trustee’s acceptance of its appointment
as Institutional Trustee that:


 


(a)(i)  in the case of the initial Institutional
Trustee, it is a Delaware banking corporation with trust powers, duly
organized, validly existing and in good standing under the laws of the State of
Delaware, with trust power and authority to execute and deliver, and to carry
out and perform its obligations under the terms of, the Declaration and (ii) in
the case of any Successor Institutional Trustee, it satisfies the requirements
of Section 5.3(a) herein;


 


(b)  the execution, delivery and performance by
the Institutional Trustee of the Declaration has been duly authorized by all
necessary corporate action on the part of the Institutional Trustee.  The Declaration has been duly executed and
delivered by the Institutional Trustee, and it constitutes a legal, valid and
binding obligation of the Institutional Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors’ rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law);


 


(c)  the execution, delivery and performance of
the Declaration by the Institutional Trustee does not conflict with or
constitute a breach of the Articles of Organization or By-laws of the
Institutional Trustee; and


 


(d)  no consent, approval or authorization of, or
registration with or notice to, any State or Federal banking authority is
required for the execution, delivery or performance by the Institutional
Trustee, of the Declaration.


 


SECTION 13.2.  Representations and Warranties of
Delaware Trustee.  The Trustee that
acts as initial Delaware Trustee represents and warrants to the Trust and to
the Sponsor at the date of this


 


47

















 


Declaration, and each
Successor Delaware Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Delaware Trustee’s acceptance of its appointment
as Delaware Trustee that:


 


(a)(i)  in the case of the initial Delaware Trustee,
it is a Delaware banking corporation with trust powers, duly organized, validly
existing and in good standing under the laws of the State of Delaware, with
trust power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, the Declaration and (ii) in the case of  any Successor Delaware Trustee, it satisfies
the requirements of Section 5.2 herein;


 


(b)  the Delaware Trustee has been authorized to
perform its obligations under the Certificate of Trust and the
Declaration.  The Declaration under
Delaware law constitutes a legal, valid and binding obligation of the Delaware
Trustee, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency, and other
similar laws affecting creditors’ rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement
of such remedies is considered in a proceeding in equity or at law);


 


(c)  no consent, approval or authorization of, or
registration with or notice to, any State or Federal banking authority is
required for the execution, delivery or performance by the Delaware Trustee, of
the Declaration; and


 


(d)  the Delaware Trustee is a natural person who
is a resident of the State of Delaware or, if not a natural person, an entity
which has its principal place of business in the State of Delaware.


 


ARTICLE XIV.


 


MISCELLANEOUS


 


SECTION 14.1.  Notices.  All notices provided for in this Declaration shall be in writing,
duly signed by the party giving such notice, and shall be delivered, telecopied
or mailed by registered or certified mail, as follows:


 


(a)  if given to the Trust, in care of the
Regular Trustees at the Trust’s mailing address set forth below (or such other
address as the Trust may give notice of to the Holders of the Securities):


 


PLC Capital Trust V


c/o Protective Life
Corporation


2801 Highway 280 South


Birmingham, Alabama 35223


 


48

















 


(b)  if given to the Delaware Trustee, at the
mailing address set forth below (or such other address as Delaware Trustee may
give notice of to the Holders of the Securities):


 


Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware  19890


Attention: Corporate
Trust Administration


 


(c)  if given to the Institutional Trustee, at
its Corporate Trust Office to the attention of Corporate Trust Administration
(or such other address as the Institutional Trustee may give notice of to the
Holders of the Securities):


 


(d)  if given to the Holder of the Common Securities,
at the mailing address of the Sponsor set forth below (or such other address as
the Holder of the Common Securities may give notice to the Trust):


 


Protective Life
Corporation


2801 Highway 280 South


Birmingham, Alabama 35223


 


(e)  if given to any other Holder, at the address
set forth on the books and records of the Trust.


 


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


 


SECTION 14.2.  Governing Law.  This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to principles of conflict of laws.


 


SECTION 14.3.  Intention of the Parties.  It is the intention of the parties hereto
that the Trust be classified for United States federal income tax purposes as a
grantor trust.  The provisions of this
Declaration shall be interpreted to further this intention of the parties.


 


SECTION 14.4.  Headings.  Headings contained in this Declaration are inserted for
convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.


 


49

















 


SECTION 14.5.  Successors and Assigns.  Whenever in this Declaration any of the
parties hereto is named or referred to, the successors and assigns of such
party shall be deemed to be included, and all covenants and agreements in this
Declaration by the Sponsor and the Trustees shall bind and inure to the benefit
of their respective successors and assigns, whether or not so expressed.


 


SECTION 14.6.  Partial Enforceability.  If any provision of this Declaration, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Declaration, or the application of such
provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.


 


SECTION 14.7.  Counterparts.  This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees to one of such counterpart
signature pages.  All of such
counterpart signature pages shall be read as though one, and they shall have
the same force and effect as though all of the signers had signed a single
signature page.


 


50

















 


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


 


 


	
   

  	
   

  
	
   

  	
  Richard J. Bielen

  
	
   

  	
  Regular Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Steven G. Walker

  
	
   

  	
  Regular Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY

  
	
   

  	
  as Institutional
  Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY

  
	
   

  	
  as Delaware Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PROTECTIVE LIFE
  CORPORATION

  
	
   

  	
  as Sponsor and
  Debenture Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Richard J. Bielen

  
	
   

  	
   

  	
  Title: Senior Vice
  President, Chief

  
	
   

  	
   

  	
   

  	
  Investment Officer and
  Treasurer

  



 


51

















 


ANNEX I


 


TERMS OF

6-1/8% TRUST ORIGINATED PREFERRED SECURITIES

6-1/8% TRUST ORIGINATED COMMON SECURITIES


 


Pursuant to
Section 7.1 of the Amended and Restated Declaration of Trust, dated as of
January 27, 2004 (as amended from time to time, the “Declaration”), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities and the Common Securities are set out
below (each capitalized term used but not defined herein has the meaning set
forth in the Declaration or, if not defined in such Declaration, as defined in
the Prospectus Supplement referred to below or the Prospectus, dated May 9,
2003, which it supplements):


 


1.   Designation and Number.  (a)  Preferred
Securities.  4,000,000 Preferred
Securities of the Trust with an aggregate liquidation amount with respect to
the assets of the Trust of one hundred million dollars ($100,000,000) and a
liquidation amount with respect to the assets of the Trust of $25 per preferred
security, are hereby designated for the purposes of identification only as
6-1/8% Trust Originated Preferred SecuritiesSM (‘TOPrSSM’)”
(the “Preferred Securities”).  The
Preferred Security Certificates evidencing the Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange on
which the Preferred Securities are listed.


 


(b)  Common Securities. 123,720 Common
Securities of the Trust with an aggregate liquidation amount with respect to
the assets of the Trust of three million five hundred fifty-seven thousand  dollars ($3,093,000) and a liquidation
amount with respect to the assets of the Trust of $25 per common security, are
hereby designated for the purposes of identification only as 6-1/8% Trust
Originated Common Securities” (the “Common Securities”).  The Common Security Certificates evidencing
the Common Securities shall be substantially in the form of Exhibit A-2 to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.


 


2.  Distributions.  (a) 
Distributions payable on each Security will be fixed at a rate per annum
of 6-1/8% (the “Coupon Rate”) of the stated liquidation amount of $25 per
Security, such rate being the rate of interest payable on the Debentures to be
held by the Institutional Trustee. 
Distributions in arrears for more than three consecutive months will
bear interest thereon compounded quarterly at the Coupon Rate (to the extent
permitted by applicable law).  The term
“Distributions” as used herein includes such cash distributions and any such
interest payable unless otherwise stated. 
A Distribution is payable only to the extent that payments are made in
respect of the Debentures held


 


52

















 


by the Institutional
Trustee and to the extent the Institutional Trustee has funds available
therefor.  The amount of Distributions
payable for any period will be computed for any full quarterly Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any period
shorter than a full quarterly Distribution period for which Distributions are
computed, Distributions will be computed on the basis of the actual number of
days elapsed per 90-day quarter.


 


(b)                                 Distributions
on the Securities will be cumulative, will accrue from January 27, 2004,
and will be payable quarterly in arrears, on March 30, June 30,
September 30 and December 30 of each year, commencing on
March 30, 2004, except as otherwise described below.  The Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding 20
consecutive quarters (each such period, an “Extension Period”), during which
Extension Period no interest shall be due and payable on the Debentures,
provided that no Extension Period shall last beyond the date of maturity of the
Debentures.  As a consequence of any
such deferral, Distributions will also be deferred.  Despite any such deferral, quarterly Distributions will continue
to accrue with interest thereon (to the extent permitted by applicable law) at
the Coupon Rate compounded quarterly during any such Extension Period.  Prior to the termination of any such
Extension Period, the Debenture Issuer may further extend such Extension
Period; provided that such Extension Period together with all such previous and
further extensions thereof may not exceed 20 consecutive quarters.  Upon the termination of any Extension
Period, payments of accrued Distributions will be payable to Holders as they
appeared on the books and records of the Trust on the record date immediately
preceding the end of the applicable Extension Period.  Upon the termination of any Extension Period and the payment of
all amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.


 


(c)  Distributions on the Securities will be
payable to the Holders thereof as they appear on the books and records of the
Trust on the relevant record dates. 
While the Preferred Securities remain in book-entry only form, the
relevant record dates shall be one Business Day prior to the relevant payment
dates, which payment dates shall correspond to the interest payment dates on
the Debentures.  Subject to any
applicable laws and regulations and the provisions of the Declaration, each
such payment in respect of the Preferred Securities will be made as described
under the heading “Description of the Securities — Certain terms of the trust
preferred securities — Book-entry only issuance — DTC” in the Prospectus
Supplement dated January 20, 2004, of the Trust included in the
Registration Statement on Form S-3 of the Sponsor and the Trust.  The relevant record dates for the Common
Securities shall be the same record dates as for the Preferred Securities.  If the Preferred Securities shall cease to
be in book-entry only form, the relevant record dates for the Preferred
Securities shall conform to the rules of any securities exchange on which the
securities are listed and, if none, shall be the March 15, June 15,
September 15 and December 15, as the case may be, before the relevant
payment dates, which payment dates correspond to the interest payment dates on
the Debentures.  Distributions payable
on any Securities that are not punctually paid on any Distribution payment
date, as a result of the Debenture Issuer having failed to make a payment under
the Debentures, will cease to be payable to the Person in whose name such
Securities are registered on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in


 


53

















 


whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. 
If any date on which Distributions are payable on the Securities is not
a Business Day, then payment of the Distribution payable on such date will be
made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date.


 


(d)  In the event that there is any money or
other property held by or for the Trust that is not accounted for hereunder,
such property shall be distributed Pro Rata (as defined herein) among the
Holders of the Securities.


 


3.  Liquidation Distribution upon Dissolution.  In the event of any voluntary or involuntary
dissolution, winding-up or termination of the Trust, the Holders of the
Securities on the date of such dissolution, winding-up or termination, as the
case may be, will be entitled to receive out of the assets of the Trust
available for distribution to Holders of Securities after satisfaction of
liabilities of creditors of the Trust an amount equal to the aggregate of the
stated liquidation amount of $25 per Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the
“Liquidation Distribution”), unless, in connection with such dissolution,
winding-up or termination, Debentures in an aggregate principal amount equal to
the aggregate stated liquidation amount of such Securities, with an interest
rate equal to the Coupon Rate of, and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on, such Securities, shall
be distributed on a Pro Rata basis to the Holders of the Securities in exchange
for such Securities.


 


If, upon any such
dissolution, the Liquidation Distribution can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on the
Securities shall be paid on a Pro Rata basis.


 


4.  Redemption and Distribution.  (a) 
The Securities are subject to redemption in accordance herewith at any
time after January 27, 2009 and, in certain circumstances, following the
occurrence of a Special Event (as defined below).


 


(b)  Upon the repayment of the Debentures in
whole or in part, whether at maturity or upon redemption (either at the option
of the Debenture Issuer or pursuant to a Special Event in each case as
described below), the proceeds from such repayment or payment shall be
simultaneously applied to redeem Securities having an aggregate liquidation
amount equal to the aggregate principal amount of the Debentures so repaid or
redeemed at a redemption price of $25 per Security plus an amount equal to
accrued and unpaid Distributions thereon at the date of the redemption, payable
in cash (the “Redemption Price”). 
Holders will be given not less than 30 nor more than 60 days’ notice of
any such redemption.


 


54

















 


(c)  If fewer than all the outstanding Securities
are to be so redeemed, the Common Securities and the Preferred Securities will
be redeemed Pro Rata and the Preferred Securities to be redeemed will be
redeemed as described in Section 4(h)(ii) below.


 


(d)  The Sponsor shall have the right at any
time, upon notice to the Regular Trustees, to elect to terminate the Trust, and
upon receipt of such notice, the Regular Trustees shall dissolve the Trust and,
after satisfaction of creditors of the Trust, cause Debentures held by the
Institutional Trustee, having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
Coupon Rate of, and accrued and  unpaid
interest equal to accrued and unpaid Distributions on, and having the same
record date for payment as, the Securities, to be distributed to the Holders of
the Securities in liquidation of such Holders’ interests in the Securities
within 90 days following receipt of the Sponsor’s notice of election.


 


(e)  If, at any time, a Tax Event or an
Investment Company Event (each as defined below, and each a “Special Event”)
has occurred and is continuing, the Company shall have the right, upon not less
than 30 nor more than 60 days notice, to redeem the Securities in whole but not
in part, for cash in the amount of the Redemption Price, within 90 days
following the occurrence of such Special Event, and, following such redemption,
Trust Securities with an aggregate liquidation amount equal to the aggregate
principal amount of the Securities so redeemed shall be redeemed by PLC Capital
at the Redemption Price; provided, however, that if at the time
there is available to the Company or the Trust the opportunity to eliminate,
within such 90 day period, the Tax Event by taking some Ministerial Action,
such as filing a form or making an election or pursuing some other similar
reasonable measure that has no adverse effect on PLC Capital, the Company or
the holders of the Trust Securities, the Company or PLC Capital will pursue
such measure in lieu of a 
redemption.  If the Company does
not elect either to distribute the Securities to the holders of the Preferred
Securities in liquidation of PLC Capital or to redeem the Securities, the Trust
Securities shall remain outstanding and, in the event a Special Event is
continuing, Additional Interest (as defined in Section 2.18 of
Supplemental Indenture No. 7, dated as of January 27, 2004, to the
Indenture) will be payable on the Securities.


 


“Tax Event” means the
receipt by the Company of an opinion of a nationally recognized independent tax
counsel experienced in such matters to the effect that, as a result of (A) any
amendment to, or change (including any announced prospective change) in, on or
after the day before the date of issuance of the Preferred Securities under the
Declaration of Trust, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein or
(B) any interpretation or application of, or pronouncement with respect to,
such laws or regulations by any legislative body, court, governmental agency or
regulatory authority, which amendment or change is effective or which
interpretation, application or pronouncement is announced on or after the day
before the date of issuance of the Preferred Securities under the Declaration
of Trust, there is more than an insubstantial increase in the risk that (x) PLC
Capital is, or will be within 90 days of the date thereof, subject to U.S. federal
income tax with respect to income received or accrued on the Securities, (y)
interest payable by the Company on the Securities is not, or within 90 days of
the date thereof, will not be, deductible, in whole or in part, for U.S.


 


55

















 


federal income tax
purposes, or (z) PLC Capital is, or will be within 90 days of the date thereof,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.


 


“Investment Company
Event” means that the Regular Trustees shall have received an opinion of a
nationally recognized independent counsel experienced in practice under the
Investment Company Act (an “Investment Company Event Opinion”) that, as a
result of the occurrence of a change in law or regulation or a written change
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a “Change in 1940 Act
Law”), there is a more than an insubstantial risk that the Trust is or will be
considered an Investment Company which is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after the date of the Prospectus Supplement dated September 25, 2002
relating to the offer and sale of the Preferred Securities.


 


“Ministerial Action”
means the filing of a form, making an election, or pursuing some other similar
reasonable measure that has no adverse effect on the Trust, the Debenture
Issuer, the Sponsor or the Holders.


 


After the date for any
distribution of Debentures upon dissolution of the Trust: (i) the
Securities will no longer be deemed to be outstanding, (ii) The Depository
Trust Company (the “Depository”) or its nominee (or any successor Clearing
Agency or its nominee), as the record Holder of the Preferred Securities, will
receive a registered global certificate or certificates representing the
Debentures to be delivered upon such distribution and (iii) any
certificates representing Securities, except for certificates representing
Preferred Securities held by the Depository or its nominee (or any successor
Clearing Agency or its nominee), will be deemed to represent beneficial
interests in the Debentures having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accrued and
unpaid Distributions on such Securities until such certificates are presented
to the Debenture Issuer or its agent for transfer or reissue.


 


(f)  The Trust may not redeem fewer than all the
outstanding Securities unless all accrued and unpaid Distributions have been
paid on all Securities for all quarterly Distribution periods terminating on or
before the date of redemption.


 


(g)  If the Debentures are distributed to holders
of the Securities, pursuant to the terms of the Indenture, the Debenture Issuer
will use its best efforts to have the Debentures listed on the New York Stock
Exchange or on such other exchange as the Preferred Securities were listed
immediately prior to the distribution of the Debentures.


 


(h)  “Redemption or Distribution Procedures.”


 


(i)   Notice of any redemption of, or notice of
distribution of Debentures in exchange for, the Securities (a “Redemption/Distribution
Notice”) will be given by the Trust by mail to each Holder of Securities to be
redeemed or exchanged not fewer than 30 nor more than 60 days before the date
fixed for redemption or exchange thereof which, in the


 


56

















 


case of a redemption,
will be the date fixed for redemption of the Debentures.   For purposes of the calculation of the date
of redemption or exchange and the dates on which notices are given pursuant to
this Section 4(f)(i), a Redemption/Distribution Notice shall be deemed to
be given on the day such notice is first mailed by first-class mail, postage
prepaid, to Holders of Securities.  Each
Redemption/Distribution Notice shall be addressed to the Holders of Securities
at the address of each such Holder appearing in the books and records of the
Trust.  No defect in the
Redemption/Distribution Notice or in the mailing of either thereof with respect
to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.


 


(ii)  In the event that fewer than all the
outstanding Securities are to be redeemed, the Securities to be redeemed shall
be redeemed Pro Rata from each Holder of Securities, it being understood that,
in respect of Preferred Securities registered in the name of and held of record
by the Depository or its nominee (or any successor Clearing Agency or its
nominee), the distribution of the proceeds of such redemption will be made to
each Clearing Agency Participant (or Person on whose behalf such nominee holds
such securities) in accordance with the procedures applied by such agency or
nominee.


 


(iii)  If Securities are to be redeemed and the
Trust gives a Redemption/Distribution Notice, which notice may only be issued
if the Debentures are redeemed as set out in this Section 4 (which notice
will be irrevocable), then (A) while the Preferred Securities are in book-entry
only form, with respect to the Preferred Securities, by 12:00 noon, New York
City time, on the redemption date, provided that the Debenture Issuer has paid
the Institutional Trustee a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures, the Institutional Trustee
will deposit irrevocably with the Depository or its nominee (or successor
Clearing Agency or its nominee) funds sufficient to pay the applicable
Redemption Price with respect to the Preferred Securities and will give the
Depository irrevocable instructions and authority to pay the Redemption Price
to the Holders of the Preferred Securities, and (B) with respect to Preferred
Securities issued in definitive form and Common Securities, provided that the
Debenture Issuer has paid the Institutional Trustee a sufficient amount of cash
in connection with the related redemption or maturity of the Debentures, the
Institutional Trustee will pay the relevant Redemption Price to the Holders of
such Securities by check mailed to the address of the relevant Holder appearing
on the books and records of the Trust on the redemption date.  If a Redemption/Distribution Notice shall
have been given and funds deposited as required, if applicable, then
immediately prior to the close of business on the date of such deposit, or on
the redemption date, as applicable, distributions will cease to accrue and all
rights of Holders of such Securities so called for redemption will cease,
except the right of the Holders of such Securities to receive the Redemption
Price, but without interest on such Redemption Price.  Neither the Regular Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Securities that have
been so called for redemption.  If any
date fixed for redemption of Securities is not a Business Day, then payment of
the Redemption Price payable on such date will be made on the next succeeding
day that is a Business Day


 


57

















 


(without any interest or
other payment in respect of any such delay) except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date fixed for redemption.  If
payment of the Redemption Price in respect of any Securities is improperly
withheld or refused and not paid either by the Institutional Trustee or by the
Sponsor as guarantor pursuant to the relevant Securities Guarantee,
Distributions on such Securities will continue to accrue from the original
redemption date to the actual date of payment, in which case the actual payment
date will be considered the date fixed for redemption for purposes of
calculating the Redemption Price.


 


(iv)  Redemption/Distribution Notices shall be
sent by the Regular Trustees on behalf of the Trust to (A) in respect of the
Preferred Securities, the Depository or its nominee (or any successor Clearing
Agency or its nominee) if Global Certificates have been issued or, if
Definitive Preferred Security Certificates have been issued, to the Holder
thereof, and (B) in respect of the Common Securities to the Holder thereof.


 


(v)  Subject to the foregoing and applicable law
(including, without limitation, United States federal securities laws),
provided the acquiror is not the Holder of the Common Securities or the obligor
under the Indenture, the Sponsor or any of its subsidiaries may at any time and
from time to time purchase outstanding Preferred Securities by tender, in the
open market or by private agreement.


 


5.  Voting Rights - Preferred Securities.  (a) 
Except as provided under Sections 5(b) and 7 of this Annex I and as
otherwise required by law and the Declaration, the Holders of the Preferred
Securities will have no voting rights.


 


(b)  Subject to the requirements set forth in
this paragraph, the Holders of a Majority in liquidation amount of the
Preferred Securities, voting separately as a class may direct the time, method,
and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including (i) directing the time,
method, place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred on the Debenture
Trustee with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under Section 5.7 of the Indenture, or
(iii) exercise any right to rescind or annul a declaration that the
principal of all the Debentures shall be due and payable, provided, however,
that, where a consent or action under the Indenture would require the consent
or act of the Holders of greater than a majority of the Holders in principal
amount of Debentures affected thereby (a “Super Majority”), the Institutional
Trustee may only give such consent or take such action at the written direction
of the Holders of at least the proportion in liquidation amount of the
Preferred Securities which the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding.  The Institutional Trustee shall not revoke
any action previously authorized or approved by a vote of the Holders of the
Preferred Securities.  Other than with
respect to directing the time, method and place of conducting any remedy available
to the Institutional Trustee or the Debenture


 


58

















 


Trustee as set forth
above, the Institutional Trustee shall not take any action in accordance with
the directions of the Holders of the Preferred Securities under this paragraph
unless the Institutional Trustee has obtained an opinion of tax counsel to the
effect that for the purposes of United States federal income tax the Trust will
not be classified as other than a grantor trust on account of such action. If a
Declaration Event of Default has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay interest or
principal on the Debentures on the date such interest or principal is otherwise
payable (or in the case of redemption, on the redemption date), then a Holder
of Preferred Securities may directly institute a proceeding for enforcement of
payment to such Holder of the principal of or interest on the Debentures having
a principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such Holder on or after the respective due date specified in the
Debentures.  Notwithstanding any
payments made to such Holder by the Debenture Issuer in connection with such
proceeding, the Debenture Issuer shall remain obligated to pay the principal of
or interest on the Debentures held by the Trust or the Institutional Trustee,
and the Debenture Issuer shall be subrogated to the rights of the Holders of
Preferred Securities with respect to payments on the Preferred Securities to
the extent of any payments made by the Debenture Issuer to such Holder in any
such proceeding.  Except as provided in
the second preceding sentence, the Holders of Preferred Securities will not be
able to exercise directly any other remedy available to the holders of the
Debentures.


 


Any approval or direction
of Holders of Preferred Securities may be given at a separate meeting of
Holders of Preferred Securities convened for such purpose, at a meeting of all
of the Holders of Securities in the Trust or pursuant to written consent.  The Regular Trustees will cause a notice of
any meeting at which Holders of Preferred Securities are entitled to vote, or
of any matter upon which action by written consent of such Holders is to be
taken, to be mailed to each Holder of record of Preferred Securities.  Each such notice will include a statement
setting forth (i) the date of such meeting or the date by which such action is
to be taken, (ii) a description of any resolution proposed for adoption at such
meeting on which such Holders are entitled to vote or of such matter upon which
written consent is sought and (iii) instructions for the delivery of proxies or
consents.


 


No vote or consent of the
Holders of the Preferred Securities will be required for the Trust to redeem
and cancel Preferred Securities or to distribute the Debentures in accordance
with the Declaration and the terms of the Securities.


 


Notwithstanding that
Holders of Preferred Securities are entitled to vote or consent under any of
the circumstances described above, any of the Preferred Securities that are
owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled to
vote or consent and shall, for purposes of such vote or consent, be treated as
if they were not outstanding.


 


6.  Voting Rights - Common Securities.  (a) 
Except as provided under Sections 6(b) and (c) of this Annex I and as
otherwise required by law and the Declaration, the Holders of the Common
Securities will have no voting rights.


 


59

















 


(b)  The Holders of the Common Securities are
entitled, in accordance with Article V of the Declaration, to vote to
appoint, remove or replace any Trustee or to increase or decrease the number of
Trustees.


 


(c)  Subject to Section 2.6 of the
Declaration and only after the Event of Default with respect to the Preferred
Securities has been cured, waived, or otherwise eliminated and subject to the
requirements of the second to last sentence of this paragraph, the Holders of a
Majority in liquidation amount of the Common Securities, voting separately as a
class, may direct the time, method, and place of conducting any proceeding for
any remedy available to the Institutional Trustee, or exercising any trust or
power conferred upon the Institutional Trustee under the Declaration, including
(i) directing the time, method, place of conducting any proceeding for any
remedy available to the Debenture Trustee, or exercising any trust or power
conferred on the Debenture Trustee with respect to the Debentures, (ii) waive
any past default and its consequences that is waivable under Section 5.7
of the Indenture, or (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable,
provided that, where a consent or action under the Indenture would require the
consent or act of the Holders of greater than a majority in principal amount of
Debentures affected thereby (a “Super Majority”), the Institutional Trustee may
only give such consent or take such action at the written direction of the
Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding.  Pursuant to this Section 6(c), the Institutional Trustee
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Preferred Securities. 
Other than with respect to directing the time, method and place of
conducting any remedy available to the Institutional Trustee or the Debenture
Trustee as set forth above, the Institutional Trustee shall not take any action
in accordance with the directions of the Holders of the Common Securities under
this paragraph unless the Institutional Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal income tax
the Trust will not be classified as other than a grantor trust on account of
such action.


 


Any approval or direction
of Holders of Common Securities may be given at a separate meeting of Holders
of Common Securities convened for such purpose, at a meeting of all of the
Holders of Securities in the Trust or pursuant to written consent.  The Regular Trustees will cause a notice of
any meeting at which Holders of Common Securities are entitled to vote, or of
any matter upon which action by written consent of such Holders is to be taken,
to be mailed to each Holder of record of Common Securities.  Each such notice will include a statement
setting forth (i) the date of such meeting or the date by which such action is
to be taken, (ii) a description of any resolution proposed for adoption at such
meeting on which such Holders are entitled to vote or of such matter upon which
written consent is sought and (iii) instructions for the delivery of proxies or
consents.


 


No vote or consent of the
Holders of the Common Securities will be required for the Trust to redeem and
cancel Common Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.


 


60

















 


7.  Amendments to Declaration and Indenture.  (a) 
In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities
as a class, will be entitled to vote on such amendment or proposal (but not on
any other amendment or proposal) and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
liquidation amount of the Securities, voting together as a single class;
provided, however, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Preferred Securities or only the Common
Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective except
with the approval of a Majority in liquidation amount of such class of
Securities.


 


(b)  In the event the consent of the
Institutional Trustee as the holder of the Debentures is required under the
Indenture with respect to any amendment, modification or termination of the
Indenture or the Debentures, the Institutional Trustee shall request the
written direction of the Holders of the Securities with respect to such
amendment, modification or termination and shall vote with respect to such
amendment, modification or termination as directed by a Majority in liquidation
amount of the Securities voting together as a single class; provided, however,
that where a consent under the Indenture would require the consent of the
holders of greater than a majority in aggregate principal amount of the
Debentures (a “Super Majority”), the Institutional Trustee may only give such
consent at the direction of the Holders of at least the proportion in
liquidation amount of the Securities which the relevant Super Majority represents
of the aggregate principal amount of the Debentures outstanding; provided,
further, that the Institutional Trustee shall not take any action in accordance
with the directions of the Holders of the Securities under this
Section 7(b) unless the Institutional Trustee has obtained an opinion of
tax counsel to the effect that for the purposes of United States federal income
tax the Trust will not be classified as other than a grantor trust on account
of such action.


 


8.  Pro Rata.  A reference in this Annex I to any payment, distribution or
treatment as being “Pro Rata” shall mean pro rata to each Holder of Securities
according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate
liquidation amount of Common Securities held by the relevant Holder relative to
the aggregate liquidation amount of all Common Securities outstanding.


 


61

















 


9.  Ranking.  The Preferred Securities rank pari passu with, and payment
thereon shall be made Pro Rata with, the Common Securities except that, where
an Event of Default occurs and is continuing under the Indenture in respect of
the Debentures held by the Institutional Trustee, the rights of Holders of the
Common Securities to payment in respect of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights to payment
of the Holders of the Preferred Securities.


 


10.  Listing.  The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed for quotation on the New York Stock Exchange,
Inc.


 


11.  Acceptance of Securities Guarantee and
Indenture.  Each Holder of Preferred
Securities and Common Securities, by the acceptance thereof, agrees to the
provisions of the Preferred Securities Guarantee and the Common Securities
Guarantee, respectively, including the subordination provisions therein, and to
the provisions of the Indenture.


 


12.  No Preemptive Rights.  The Holders of the Securities shall have no
preemptive rights to subscribe for any additional securities.


 


13.  Miscellaneous.  The foregoing terms set forth in this Annex
I constitute a part of the Declaration.


 


The Sponsor will provide
a copy of the Declaration, the Preferred Securities Guarantee or the Common
Securities Guarantee (as may be appropriate), and the Indenture to any Holder
without charge on written request to the Sponsor at its principal place of
business.


 


62

















 


EXHIBIT A-1


 


FORM OF PREFERRED
SECURITY CERTIFICATE


 


[IF THE PREFERRED
SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT - This Preferred Security is a
Global Certificate within the meaning of the Declaration hereinafter referred
to and is registered in the name of The Depository Trust Company (the
“Depositary”) or a nominee of the Depositary. 
This Preferred Security is exchangeable for Preferred Securities
registered in the name of a person other than the Depositary or its nominee
only in the limited circumstances described in the Declaration and no transfer
of this Preferred Security (other than a transfer of this Preferred Security as
a whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary) may be
registered except in limited circumstances.


 


Unless this Preferred
Security is presented by an authorized representative of The Depository Trust
Company, a New York Corporation (“DTC”) to the Trust or its agent for
registration of transfer, exchange or payment, and any Preferred Security
issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment hereon is
made to Cede & Co.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner
hereof, Cede & Co., has an interest herein.]


 


Certificate Number:


Number of Preferred
Securities:  4,000,000


CUSIP NO.:  69340Y 20 8


Certificate
Evidencing Preferred Securities


 


of


 


PLC CAPITAL TRUST
V


 


61/8% Trust
Originated Preferred Securities(SM) (“TOPrS”SM)


(liquidation
amount $25 per Preferred Security)


 


PLC CAPITAL TRUST V, a
statutory trust formed under the laws of the State of Delaware (the “Trust”),
hereby certifies that
                        
(the “Holder”) is the registered owner of preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 6-1/8% Trust Originated Preferred Securities(SM)
(liquidation amount $25 per Preferred Security) (the “Preferred
Securities”).  The Preferred Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer.  The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities represented hereby are issued and shall
in all


 


63

















 


respects be subject to
the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of January 27, 2004, as the same may be amended from time to time
(the “Declaration”), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration.  Capitalized terms used herein but not
defined shall have the meaning given them in the Declaration.  The Holder is entitled to the benefits of
the Preferred Securities Guarantee to the extent provided therein.  The Sponsor will provide a copy of the
Declaration, the Preferred Securities Guarantee and the Indenture to the Holder
without charge upon written request to the Trust at its principal place of
business.


 


Upon receipt of this
certificate, the Holder is bound by the Declaration and is entitled to the
benefits thereunder.


 


By acceptance, the Holder
agrees to treat, for United States federal income tax purposes, the Debentures
as indebtedness and the Preferred Securities as evidence of indirect beneficial
ownership in the Debentures.


 


Distributions payable on
each Preferred Security will be fixed at a rate per annum of 6-1/8% (the
“Coupon Rate”) of the stated liquidation amount of $25 per Preferred Security,
such rate being the rate of interest payable on the Debentures to be held by
the Institutional Trustee. 
Distributions in arrears for more than one quarter will bear interest
thereon compounded quarterly at the Coupon Rate (to the extent permitted by
applicable law).  The term
“Distributions” as used herein includes such cash distributions and any such
interest payable unless otherwise stated. 
A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Institutional Trustee and to the extent
the Institutional Trustee has funds available therefor.  The amount of Distributions payable for any
period will be computed for any full quarterly Distribution period on the basis
of a 360-day year of twelve 30-day months, and for any period shorter than a
full quarterly Distribution period for which Distributions are computed,
Distributions will be computed on the basis of the actual number of days
elapsed per 90-day quarter.


 


Except as otherwise
described below, Distributions on the Preferred Securities will be cumulative,
will accrue from the date of original issuance and will be payable quarterly in
arrears, on March 30, June 30, September 30 and December 30
of each year, commencing on March 30, 2004, to Holders of record one (1)
Business Day prior to such payment dates, which payment dates shall correspond
to the interest payment dates on the Debentures; provided however, that if the
Preferred Securities are not then in book-entry only form, such Distributions
shall be paid to the Holders of record on the March 15, June 15,
September 15 and December 15, as the case may be, prior to such
payment dates.  The Debenture Issuer has
the right under the Indenture to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not
exceeding 20 consecutive quarters (each an “Extension Period”) and, as a
consequence of such deferral, Distributions will also be deferred.  Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded quarterly during any
such Extension Period.  Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that


 


64

















 


such Extension Period
together with all such previous and further extensions thereof may not exceed
20 consecutive quarters.  Payments of
accrued Distributions will be payable to Holders as they appear on the books
and records of the Trust on the record date immediately preceding the end of
the Extension Period.  Upon the
termination of any Extension Period and the payment of all amounts then due,
the Debenture Issuer may commence a new Extension Period, subject to the above
requirements.


 


The Preferred Securities
shall be redeemable as provided in the Declaration.


 


IN WITNESS WHEREOF, the
Trust has executed this certificate this 27 day of January, 2004.


 


	
   

  	
  PLC CAPITAL TRUST V

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


65

















 


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Preferred Security Certificate to:


 


(Insert assignee’s
social security or tax identification number)


 


(Insert address
and zip code of assignee)


 


and irrevocably
appoints                                                                                  agent
to transfer this Preferred Security Certificate on the books of the Trust.  The agent may substitute another to act for
him or her.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature:

  
	
  (Sign exactly as your
  name appears on the other side of this Preferred Security Certificate)

  



 


66

















 


EXHIBIT A-2


 


FORM OF COMMON
SECURITY CERTIFICATE


 


The Common Securities may
only be transferred by the Debenture Issuer and any Related Party to the
Debenture Issuer or a Related Party of the Debenture Issuer; provided that, any
such transfer is subject to the condition precedent that the transferor obtain
the written opinion of nationally recognized independent counsel experienced in
such matters that such transfer would not cause more than an insubstantial risk
that:


 


(i)  the Trust would not be classified for United
States federal income tax purposes as a grantor Trust; and


 


(ii)  the Trust would be an Investment Company or
the transferee would become an Investment Company.


 


Certificate Number


Number of Common
Securities:  123,720


 


Certificate Evidencing
Common Securities


 


of


 


PLC CAPITAL TRUST
V


 


6-1/8% Trust
Originated Common Securities


(liquidation
amount $25 per Common Security)


 


PLC CAPITAL TRUST V, a
statutory trust formed under the laws of the State of Delaware (the “Trust”),
hereby certifies that
                    
(the “Holder”) is the registered owner of common securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the 6-1/8% Trust Originated Common Securities (liquidation amount
$25 per Common Security) (the “Common Securities”).  The Common Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of
this certificate duly endorsed and in proper form for transfer.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject
to the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of January 27, 2004, as the same may be amended from time to time
(the “Declaration”), including the designation of the terms of the Common
Securities as set forth in Annex I to the Declaration.  Capitalized terms used herein but not
defined shall have the meaning given them in the Declaration.  The Holder is entitled to the benefits of
the Common Securities Guarantee to the extent


 


67

















 


provided therein.  The Sponsor will provide a copy of the Declaration,
the Common Securities Guarantee and the Indenture to a Holder without charge
upon written request to the Sponsor at its principal place of business.


 


Upon receipt of this
certificate, the Sponsor is bound by the Declaration and is entitled to the
benefits thereunder.


 


By acceptance, the Holder
agrees to treat, for United States federal income tax purposes, the Debentures
as indebtedness and the Common Securities as evidence of indirect beneficial
ownership in the Debentures.


 


Distributions payable on
each Common Security will be fixed at a rate per annum of 6-1/8% (the “Coupon
Rate”) of the stated liquidation amount of $25 per Common Security, such rate
being the rate of interest payable on the Debentures to be held by the
Institutional Trustee.  Distributions in
arrears for more than one quarter will bear interest thereon compounded
quarterly at the Coupon Rate (to the extent permitted by applicable law).  The term “Distributions” as used herein
includes such cash distributions and any such interest payable unless otherwise
stated.  A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by the
Institutional Trustee and to the extent the Institutional Trustee has funds
available therefor.  The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 90-day quarter.


 


Except as otherwise
described below, Distributions on the Common Securities will be cumulative,
will accrue from the date of original issuance and will be payable quarterly in
arrears, on March 30, June 30, September 30 and December 30
of each year, commencing on March 30, 2004, to Holders of record one (1)
Business Day prior to such payment dates, which payment dates shall correspond
to the interest payment dates on the Debentures; provided, however, that if the
Preferred Securities are not then in book-entry only form, such Distributions
shall be paid to the Holders of record on the March 15, June 15,
September 15 and December 15, as the case may be, prior to such
payment dates.  The Debenture Issuer has
the right under the Indenture to defer payments of interest by extending the
interest payment period from time to time on the Debentures for a period not
exceeding 20 consecutive quarters (each an “Extension Period”) and, as a
consequence of such deferral, Distributions will also be deferred.  Despite such deferral, quarterly
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded quarterly during any
such Extension Period.  Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period together with
all such previous and further extensions thereof may not exceed 20 consecutive
quarters.  Payments of accrued
Distributions will be payable to Holders as they appear on the books and
records of the Trust on the record date immediately preceding the end of the
Extension Period.  Upon the termination
of any Extension Period and the payment of all amounts


 


68

















 


then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.


 


The Common Securities
shall be redeemable as provided in the Declaration.


 


IN WITNESS WHEREOF, the
Trust has executed this certificate this 27 day of January, 2004.


 


	
   

  	
  PLC CAPITAL TRUST V

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


69

















 


 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Common Security Certificate to:


 


(Insert assignee’s
social security or tax identification number)


 


 


(Insert address
and zip code of assignee)


 


and irrevocably
appoints                                                                                                   agent
to transfer this Common Security Certificate on the books of the Trust.  The agent may substitute another to act for
him or her.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  (Sign exactly as your
  name appears on the other side of this Common Security Certificate)

  
					



 


70

















 


EXHIBIT  B


 


SPECIMEN  OF 
DEBENTURE


 


THIS SERIES F
SUBORDINATED DEBENTURE IS REGISTERED IN THE NAME OF WILMINGTON TRUST COMPANY,
AS INSTITUTIONAL TRUSTEE, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF OTHER THAN AS PERMITTED IN THE SUPPLEMENTAL INDENTURE NO. 7 DATED
AS OF JANUARY 27, 2004, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.


 


PROTECTIVE LIFE
CORPORATION


 


CUSIP No. 743674 AS 2


 


6-1/8%
Subordinated Debentures


Due
January 27, 2034, Series F


 


	
  No. 1

  	
   

  	
  $103,093,000

  



 


 


PROTECTIVE LIFE
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes any
successor corporation under the Indenture (as defined on the reverse hereof)),
for value received, hereby promises to pay to Wilmington Trust Company, as
Institutional Trustee (as defined below), for the benefit of PLC Capital Trust
V (“PLC Capital”) or permitted registered assigns, the principal sum of
$103,093,000 Dollars on January 27, 2034, (such date is hereinafter
referred to as the “Stated Maturity”) and to pay interest thereon from
January 27, 2004.  Interest shall
be payable on this Subordinated Debenture, in arrears, on the March 30,
June 30, September 30 and December 30 of each year (each an
“Interest Payment Date”) commencing March 30, 2004, at the rate of 6-1/8%
per annum, until the principal hereof is paid or made available for payment; provided
that any such installment of interest, which is overdue shall bear interest at
the rate of 6-1/8% per annum (to the extent that the payment of such interest
shall be legally enforceable) from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand; provided
further that, notwithstanding anything contained in the Indenture
and Supplemental Indenture No. 7 (as defined on the reverse hereof) to the
contrary, the Company shall have the right at any time, and from time to time,
during the term of this Subordinated Debenture to defer payments of interest by
extending the interest payment period to the next Interest Payment Date by one
or more quarterly periods not exceeding 20 consecutive quarters (each such
period, an “Extension Period”), but no such Extension Period may extend beyond
January 27, 2034, or such other date to which the Stated Maturity may have
been shortened or extended as described below. 
At the end of any such Extension Period, the Company shall pay all
interest then accrued and unpaid (including any Additional Interest, as defined
in Supplemental Indenture No. 7) together with interest thereon compounded
quarterly at the rate specified for this Subordinated Debenture to the extent
permitted by applicable law; provided, that during any such Extension
Period, (a) the Company shall not declare or pay dividends on, make any
distribution with respect to, or redeem, purchase, acquire or


 


71

















 


make a liquidation
payment with respect to any of its capital stock (other than (i) purchases or
acquisitions of shares of the Company’s common stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plans
or the satisfaction by the Company of its obligation pursuant to any contract
or security requiring it to purchase shares of its common stock, (ii) as a
result of a reclassification of the Company’s capital stock or the exchange or
conversion of one class or series of the Company’s capital stock for another
class or series of its capital stock, (iii) the purchase of fractional
interests in shares of the Company’s capital stock pursuant to an acquisition
or the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, and (iv) redemptions or purchases pursuant to the
Company’s Rights Agreement, dated August 7, 1995, between the Company and
The Bank of New York (as successor to AmSouth Bank) as Rights Agent), (b) the
Company shall not make any payment of principal, premium, if any, or interest
on or repay, repurchase or redeem any debt securities issued by the Company
that rank pari
passu with or junior to the Securities (as defined in Supplemental
Indenture No. 5) and (c) the Company shall not make any guarantee payments with
respect to the foregoing (other than pursuant to the Preferred Securities
Guarantee Agreement, dated as of January 27, 2004 of the Company (the
“Guarantee”) with respect to the 6-1/8% Trust Originated Preferred Securities
(the “Preferred Securities”) issued by PLC Capital Trust V (“PLC Capital”), the
Common Securities Guarantee Agreement, dated as of January 27, 2004 of the
Company (the “Common Guarantee,” and together with the Guarantee, the
“Guarantees”) with respect to the 6-1/8% Trust Originated Common Securities
(the “Common Securities,” and together with the Preferred Securities, the
“Trust Securities”) issued by PLC Capital and the Preferred Securities
Guarantee Agreement dated as of August 22, 2001 of the Company (the
“Series D Preferred Guarantee”) with respect to the 7-1/2% Trust Originated
Preferred Securities Series D of PLC Capital Trust III and the Common
Securities Guarantee Agreement, dated as of August 22, 2001 of the Company
(the “Series D Common Guarantee”) with respect to the 7-1/2% Trust Originated
Common Securities (together with the Series D Preferred Guarantee, the “Series
D Guarantees”)and the Preferred Securities Guarantee Agreement dated as of
September 25, 2002 of the Company (the “Series E Preferred Guarantee”)
with respect to the 7-1/4% Trust Originated Preferred Securities Series E of
PLC Capital Trust IV and the Common Securities Guarantee Agreement, dated as of
September 25, 2002 of the Company (the “Series E Common Guarantee”) with
respect to the 7-1/4% Trust Originated Common Securities (together with the
Series E Preferred Guarantee, the “Series E Guarantees”).  Prior to the termination of any such
Extension Period, the Company may further defer payments of interest by
extending the interest payment period; provided, however, that, such Extension
Period, including all such previous and further extensions, may not exceed 20
consecutive quarters or beyond the Stated Maturity.  Upon the termination of any Extension Period and the payment of
all amounts then due, the Company may commence a new Extension Period, subject
to the terms set forth below.  No
interest shall be due and payable during any Extension Period, except at the
end thereof, but the Company may prepay at any time all or any portion of the
interest accrued during any Extension Period. 
If the Institutional Trustee (as defined in the Amended and Restated
Declaration of Trust of PLC Capital Trust V (the “Declaration of Trust”)) shall
be the sole holder of the Securities, the Company shall give the Regular
Trustees (as defined in the Declaration of Trust) and the Institutional Trustee
(as defined in the Declaration of Trust), notice of its selection of such
Extension Period one Business Day prior to


 


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


 


The amount of interest
payable on any Interest Payment Date shall be computed on the basis of twelve
30-day months and a 360-day year and, for any period that is shorter than a
full 90-day quarter, will be calculated on the basis of the actual number of
days elapsed in such period.  In the
event that any date on which interest is payable on this Security is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.  The interest
so payable on any Interest Payment Date which is punctually paid or duly
provided for on any Interest Payment Date will, as provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Subordinated Debenture is registered at the close of business on the Regular
Record Date for such Interest Payment Date, which shall be the Business Day
next preceding such Interest Payment Date. 
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Person in whose name this Security is
registered on the relevant Regular Record Date, and such defaulted interest
shall instead be payable to the person in whose name this Subordinated
Debenture is registered on the special record date for such defaulted interest
or other specified date determined in accordance with the Indenture and the Supplemental
Indenture No. 7 referred to on the reverse hereof.


 


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


 


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


 


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


 


74

















 


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


 


	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROTECTIVE
  LIFE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
    

  	
  By:

  	
  The Bank of New York
  Trust Company of

  
	
   

  	
  Florida,
  N.A., as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  
								



 


75

















 


[REVERSE OF SERIES
F SUBORDINATED DEBENTURE]


 


This Subordinated
Debenture is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under a
Subordinated Indenture, dated as of June 1, 1994 (herein, together with
all indentures supplemental thereto, including Supplemental Indenture No. 1,
dated as of June 9, 1994, Supplemental Indenture No. 2, dated
August 1, 1994, Supplemental Indenture No. 3, dated April 29, 1997,
Supplemental Indenture No. 4, dated November 20, 1997, Supplemental
Indenture No. 5, dated August 22, 2001, Supplemental Indenture No. 7,
Dated September 25, 2002 and Supplemental Indenture No. 7, dated
January 27, 2004 called the “Indenture”), from the Company to The Bank of
New York (as successor to AmSouth Bank) (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the
series designated on the face hereof, limited in aggregate principal amount to
$103,093,000 and is issued pursuant to Supplemental Indenture No. 7, dated as
of January 27, 2004 from the Company to the Trustee, relating to the
Securities of this series (herein called “Supplemental Indenture No. 7”).


 


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


 


The Securities of this
series are subject to redemption at any time in whole or from time to time in
part, on or after January 27, 2009, but prior to their stated maturity,
upon not less than 30 nor more than 60 days’ notice, at a redemption price
equal to 100% of the principal amount of the Securities to be redeemed plus any
accrued and unpaid interest, including Additional Interest (as defined in
Supplemental Indenture No.6), if any, to the date fixed for redemption (the
“Redemption Price”).


 


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


 


76

















 


If, at any time, a Tax
Event or an Investment Company Event (each as defined below, and each a
“Special Event”) has occurred and is continuing, the Company shall have the
right, upon not less than 30 nor more than 60 days notice, to redeem the
Securities in whole but not in part, for cash in the amount of the Redemption
Price, within 90 days following the occurrence of such Special Event, and,
following such redemption, Trust Securities with an aggregate liquidation
amount equal to the aggregate principal amount of the Securities so redeemed
shall be redeemed by PLC Capital at the Redemption Price; provided, however, that if
at the time there is available to the Company or the Trust the opportunity to
eliminate, within such 90 day period, the Tax Event by taking some ministerial
action, such as filing a form or making an election or pursuing some other
similar reasonable measure that has no adverse effect on PLC Capital, the
Company or the holders of the Trust Securities, the Company or PLC Capital will
pursue such measure in lieu of a 
redemption.  If the Company does
not elect either to distribute the Securities to the holders of the Preferred
Securities in liquidation of PLC Capital or to redeem the Securities, the Trust
Securities shall remain outstanding and, in the event a Special Event is
continuing, Additional Interest (as defined in Section 2.18 of
Supplemental Indenture No. 7) will be payable on the Securities.


 


“Tax Event” means the
receipt by the Company of an opinion of a nationally recognized independent tax
counsel experienced in such matters to the effect that, as a result of (A) any
amendment to, or change (including any announced prospective change) in, on or
after the day before the date of issuance of the Preferred Securities under the
Declaration of Trust, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein or
(B) any interpretation or application of, or pronouncement with respect to,
such laws or regulations by any legislative body, court, governmental agency or
regulatory authority, which amendment or change is effective or which
interpretation, application or pronouncement is announced on or after the day
before the date of issuance of the Preferred Securities under the Declaration
of Trust, there is more than an insubstantial increase in the risk that (x) PLC
Capital is, or will be within 90 days of the date thereof, subject to U.S.
federal income tax with respect to income received or accrued on the
Securities, (y) interest payable by the Company on the Securities is not, or
within 90 days of the date thereof, will not be, deductible, in whole or in
part, for U.S. federal income tax purposes, or (z) PLC Capital is, or will be
within 90 days of the date thereof, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.


 


“Investment Company
Event” means that the Regular Trustees shall have received an opinion of a
nationally recognized independent counsel experienced in practice under the
Investment Company Act (an “Investment Company Event Opinion”) that, as a
result of the occurrence of a change in law or regulation or a written change
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a “Change in 1940 Act
Law”), there is a more than an insubstantial risk that the Trust is or will be
considered an Investment Company which is required to be registered under the
Investment Company Act, which Change in 1940 Act Law becomes effective on or
after the date of the Prospectus Supplement (as defined in Supplemental
Indenture No. 7).


 


77

















 


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


 


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


 


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


 


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


 


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


 


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


 


The Securities of this
series are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiple thereof. 
As provided in the Indenture and subject


 


78

















 


to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.


 


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


 


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


 


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


 


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


 


79