Exhibit 4.3


 


 


[EXECUTION COPY]


 


 


PROTECTIVE LIFE CORPORATION


 


to


 


THE BANK OF NEW YORK


(as successor to AmSouth Bank)


as Trustee


 


 










 


SUPPLEMENTAL INDENTURE No. 7


 


Dated
as of January 27, 2004


 










 


 


6-1/8% Subordinated Debentures


Due 2034, Series F


$103,093,000


 
















 


PROTECTIVE LIFE CORPORATION


SUPPLEMENTAL
INDENTURE No. 7


$103,093,000


6-1/8%
Subordinated Debentures


Due
2034, Series F


 


SUPPLEMENTAL
INDENTURE No. 7, dated as of January 27, 2004 from PROTECTIVE LIFE CORPORATION,
a Delaware corporation (the “Company”), to THE BANK OF NEW YORK (as successor
to AmSouth Bank), as trustee (the “Trustee”).


 


Recitals


 


The
Company has heretofore executed and delivered to the Trustee a Subordinated
Indenture, dated as of June 1, 1994 as supplemented and amended by Supplemental
Indenture No. 1, dated as of June 9, 1994, Supplemental Indenture No. 2, dated
as of August 1, 1994, Supplemental Indenture No. 3, dated as of April 29, 1997,
Supplemental Indenture No. 4, dated as of November 20, 1997, Supplemental
Indenture No. 5, dated as of August 22, 2001, Supplemental Indenture No. 6,
dated September 25, 2002 and Supplemental Indenture No. 7, dated January 27,
2004 (as so supplemented and amended, the “Indenture”), providing for the
issuance from time to time of series of the Company’s Securities.


 


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


 


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


 


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


 


ARTICLE 1


 


Relation to Indenture; Definitions


 


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


 


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


 


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


 
















 


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


 


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


 


ARTICLE 2


 


The Series of Securities


 


Section 2.1.                                   Title of the Securities.  There shall be a series of Securities
designated the “6-1/8% Subordinated Debentures Due 2034, Series F”
(hereinafter, the “Securities”).


 


Section 2.2.                                   Limitation on Aggregate Principal Amount; Date of Securities.  The aggregate principal amount of the
Securities shall be limited to $103,093,000. 
Each Security shall be dated the date of its authentication.


 


Section 2.3.                                   Principal
Payment Dates.  The principal amount
of the Securities Outstanding (together with any accrued and unpaid interest
thereon) shall be payable in a single installment on January 27, 2034.


 


Section 2.4.                                   Interest and Interest Rates.  The rate of interest on each Security shall
be 6-1/8% per annum, accruing from January 27, 2004 and, subject to Section
2.5, interest shall be payable, in arrears, on March 30, June 30, September 30
and December 30 of each year (each an “Interest Payment Date”), commencing
March 30, 2004.  The amount of interest
payable on any Interest Payment Date shall be computed on the basis of twelve
30-day months and a 360-day year and, for any period that is shorter than a
full 90-day quarter, will be calculated on the basis of the actual number of
days elapsed in such period.  In the
event that any date on which interest is payable on a Security is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.  The interest so
payable on any Security which is punctually paid or duly provided for on any
Interest Payment Date shall be paid to the Person in whose name such Security
is registered at the close of business on the Regular Record Date for such Interest
Payment Date, which, for purposes of this Supplemental Indenture No. 7, shall
be the Business Day preceding such Interest Payment Date; provided, that in the
event the Securities shall not continue to remain in book-entry only form, the
record dates shall be the March 15, June 15, September 15 and December 15 prior
to the applicable Interest Payment Date. 
The interest so payable on any Security which is not punctually paid or
duly provided for on any Interest Payment Date shall forthwith cease to be payable
to the Person in whose name such Security is registered on the relevant Regular
Record


 


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Date, and such defaulted
interest shall instead be payable to the Person in whose name such Security is
registered on the special record date or other specified date determined in
accordance with the Indenture.


 


Section 2.5.                                   Extension of Interest Payment Period.  Notwithstanding anything contained herein or
in the Indenture to the contrary, the Company shall have the right at any time,
and from time to time, during the term of the Securities to defer payments of
interest by extending the interest payment period to the next Interest Payment
Date by one or more quarterly periods not exceeding 20 consecutive quarters
(each such period, an “Extension Period”), but no such Extension Period may
extend beyond January 27, 2034.  At the
end of any such Extension Period, the Company shall pay all interest then
accrued and unpaid (including any Additional Interest, as hereinafter defined)
together with interest thereon compounded quarterly at the rate specified for
the Securities to the extent permitted by applicable law (“Compound Interest”); provided, that during any such
Extension Period, (a) the Company shall not declare or pay dividends on, make
any distribution with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to any of its capital stock (other than (i)
purchases or acquisitions of shares of the Company’s common stock in connection
with the satisfaction by the Company of its obligations under any employee
benefit plans or the satisfaction by the Company of its obligation pursuant to
any contract or security requiring it to purchase shares of its common stock,
(ii) as a result of a reclassification of the Company’s capital stock or the
exchange or conversion of one class or series of the Company’s capital stock
for another class or series of its capital stock, (iii) the purchase of
fractional interests in shares of the Company’s capital stock pursuant to an
acquisition or the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, and (iv) redemptions or purchases
pursuant to the Company’s Rights Agreement, dated August 7, 1995, between the Company
and The Bank of New York (as successor to AmSouth Bank) as Rights Agent), (b)
the Company shall not make any payment of principal, premium, if any, or
interest on or repay, repurchase or redeem any debt securities issued by the
Company that rank pari passu with or
junior to the Securities and (c) the Company shall not make any guarantee
payments with respect to the foregoing (other than pursuant to the Preferred
Securities Guarantee Agreement, dated as of January 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
Guarantee”) and the Preferred Securities Guarantee Agreement dated as of
September 25, 2002 of the Company (the “Series E Preferred Guarantee”) with
respect to the 7-1/4% Trust Originated Preferred Securities Series E of PLC
Capital Trust IV


 


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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
in this section.  No interest shall be
due and payable during any Extension Period, except at the end thereof, but the
Company may prepay at any time all or any portion of the interest accrued
during an Extension Period.  If the
Institutional Trustee (as defined in the Amended and Restated Declaration of
Trust of PLC Capital Trust V, dated as of January 27, 2004 (the “Declaration of
Trust”)) shall be the sole holder of the Securities, the Company shall give the
Regular Trustees (as defined in the Declaration of Trust), the Institutional
Trustee (as defined in the Declaration of Trust) and the Indenture Trustee,
notice of its selection of such Extension Period one Business Day prior to the
earlier of (i) the date distributions on the Preferred Securities are payable
or (ii) the date the Regular Trustees are required to give notice of the record
date or the date such distribution is payable to the New York Stock Exchange
(or other applicable self-regulatory organization) or to holders of the
Preferred Securities, but in any event at least one Business Day before such
record date.  If the Institutional
Trustee shall not be the sole holder of the Securities, the Company shall give
the holders of the Securities notice of its selection of such Extension Period
at least 10 Business Days prior to the earlier of (i) the Interest Payment Date
or (ii) the date upon which the Company is required to give notice of the
record or payment date of such interest payment to the New York Stock Exchange
(or other applicable self-regulatory organization) or to holders of the
Securities.  The quarter in which any
notice is given pursuant to this Section 2.5 shall be counted as one of the 20
quarters permitted in the maximum Extension Period permitted hereunder.


 


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


 


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


 


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(1)                                  Optional Redemption.  The Company may redeem the Securities in
whole at any time or in part from time to time, in each case on or after
January 27, 2009, but prior to the Stated Maturity, upon not less than 30 nor
more than 60 days’ notice, at a redemption price equal to 100% of the principal
amount of the Securities to be redeemed plus any accrued and unpaid interest,
including Additional Interest, if any, to the date fixed for redemption (the
“Redemption Price”).


 


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


 


(3)                                  Special Event Redemption.


 


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


 


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


 


5
















 


thereof,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.


 


(iii)
“Investment Company Event” means that the Regular Trustees shall have received
an opinion of a nationally recognized independent counsel experienced in
practice under the Investment Company Act (an “Investment Company Event
Opinion”) that, as a result of the occurrence of a change in law or regulation
or a written change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a
“Change in 1940 Act Law”), there is a more than an insubstantial risk that the
Trust is or will be considered an Investment Company which is required to be
registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the date of the Prospectus Supplement dated
January 27, 2004 relating to the offer and sale of the Preferred Securities
(the “Prospectus Supplement”).


 


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


 


(5)  If Securities are distributed to the holders
of the Preferred Securities, (i) the Company will use its best efforts to cause
the Securities to be listed on the New York Stock Exchange or on such other
exchange as the Preferred Securities are then listed, and (ii) the Indenture,
this Supplemental Indenture No. 7 and the terms of the Securities may,
thereafter, be modified or amended with the consent of not less than 66-2/3% in
principal amount of the Securities at any time outstanding, provided, however, that no such modification
or amendment may, without the consent of the Holder of each Security affected
thereby, (A) extend the stated maturity of the principal of any Security, or
reduce the principal amount thereof or reduce the rate or extend the time of
payment of interest thereon (other than as provided in Section 2.5 or this
Supplemental Indenture No. 7), or reduce any amount payable on redemption
thereof or change the currency in which the principal thereof or interest
thereon is payable or impair the right to institute suit for the enforcement of any payment on any Security when due, or (B)
reduce the aforesaid principal amount of Securities, the consent of the Holders
of which is required for any such modification.


 


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


 


Section 2.9.                                   Additional Covenants. 
The Company agrees that if (i) there shall have occurred any event that
would constitute an Event of Default (as defined herein) or (ii) the Company


 


6
















 


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


 


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


 


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


 


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


 


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


 


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Section 2.13.                             Global
Securities Upon Liquidation of Trust.


 


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


 


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


 


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


 


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


 


(3)  If at any time the Depository notifies the
Company that it is unwilling or unable to continue as Depository or if at any
time the Depository for such series shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended, or other
applicable


 


8
















 


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


 


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


 


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


 


Section 2.16.                             Additional Provisions Regarding Amendments.  So long as the Holder of the Securities is
PLC Capital, the terms of the Securities may be amended by mutual consent of
the Company and PLC Capital in the manner they shall agree; provided, however,
that, so long as any of the Preferred Securities remain outstanding, no such
amendment shall be made that adversely affects the holders of the Preferred
Securities, no termination of the Securities shall occur, and no Event of
Default or compliance with any covenant under the Securities may be waived by
PLC Capital, without the prior approval of the holders of at least 66-2/3% in
liquidation preference of all Preferred Securities then outstanding, in writing
or at a duly constituted meeting of such holders.


 


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


 


9
















 


permitted
successors and assigns.  Any assignment
by the Company or PLC Capital in contravention of such provisions will be null
and void.


 


Section 2.18.                             Miscellaneous Expenses.


 


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


 


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


 


ARTICLE 3


 


Miscellaneous Provisions


 


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


 


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


 


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


 


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


 


	
   

  	
  PROTECTIVE LIFE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Allen W.
  Ritchie

  
	
   

  	
  Title:   Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Richard J.
  Bielen

  
	
   

  	
  Title:   Senior Vice President, Treasurer and

  Chief Investment Officer

  
	
   

  	
   

  
	
  [Seal]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:  Nancy Kane

  	
   

  
	
   

  	
  Title:Senior Associate
  Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank of New York
  Trust Company of

       Florida, N.A., as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
       By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
  [Seal]

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:  

  	
   

  
	
   

  	
  Title:

  	
   

  
									



 


12
















 


[FORM OF FACE OF SERIES F SUBORDINATED
DEBENTURE]


 


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


 


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


 


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


 


 


PROTECTIVE LIFE CORPORATION


 


CUSIP # 743674 AS 2


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
                               ,
the principal sum of $                               
Dollars on


 


13
















 


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 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 Supplement
Indenture No. 7), together with interest thereon compounded quarterly at the
rate specified for this Subordinated Debenture to the extent permitted by
applicable law; provided, that during
any such Extension Period, (a) the Company shall not declare or pay dividends
on, make any distribution with respect to, or redeem, purchase, acquire or make
a liquidation payment with respect to any of its capital stock (other than (i)
purchases or acquisitions of shares of the Company’s common stock in connection
with the satisfaction by the Company of its obligations under any employee
benefit plans or the satisfaction by the Company of its obligation pursuant to
any contract or security requiring it to purchase shares of its common stock,
(ii) as a result of a reclassification of the Company’s capital stock or the
exchange or conversion of one class or series of the Company’s capital stock
for another class or series of its capital stock, (iii) the purchase of
fractional interests in shares of the Company’s capital stock pursuant to an
acquisition or the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, and (iv) redemptions or purchases
pursuant to the Company’s Rights Agreement, dated August 7, 1995, between the
Company and The Bank of New York (as successor to AmSouth Bank) as Rights
Agent), (b) the Company shall not make any payment of principal, premium, if
any, or interest on or repay, repurchase or redeem any debt securities issued
by the Company that rank pari passu
with or junior to the Securities (as defined in Supplemental Indenture No. 7)
and (c) the Company shall not make any guarantee payments with respect to the
foregoing (other than pursuant to the Preferred Securities Guarantee Agreement,
dated as of January 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 7-1/4%
Trust Originated Common Securities (the “Common Securities,” and together with
the Preferred Securities, the “Trust Securities”) issued by PLC Capital and the
Preferred Securities Guarantee Agreement dated as of August 22, 2001 of the
Company (the “Series D Preferred Guarantee”) with respect to the 7-1/2% Trust
Originated Preferred Securities


 


14
















 


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 (the “Declaration of Trust”) shall be the
sole holder of the Securities, the Company shall give the Regular Trustees (as
defined in the Declaration of Trust) and the Institutional Trustee (as defined
in the Declaration of Trust), notice of its selection of such Extension Period
one Business Day prior to the earlier of (i) the date distributions on the
Preferred Securities are payable or (ii) the date the Regular Trustees are
required to give notice of the record date or the date such distribution is
payable to the New York Stock Exchange (or other applicable self-regulatory
organization) or to holders of the Preferred Securities, but in any event at
least one Business Day before such record date. 
If the Institutional 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


 


15
















 


to the Person in whose
name this Subordinated Debenture is registered at the close of business on the
Regular Record Date for such Interest Payment Date, which shall be the Business
Day next preceding such Interest Payment Date. 
Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Person in whose name this Security is
registered on the relevant Regular Record Date, and such defaulted interest
shall instead be payable to the person in whose name this Subordinated
Debenture is registered on the special record date for such defaulted interest
or other specified date determined in accordance with the Indenture and the
Supplemental Indenture No. 7 referred to on the reverse hereof.


 


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


 


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


 


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


 


16
















 


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


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  PROTECTIVE LIFE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Allen W. Ritchie

  	
   

  
	
   

  	
   

  	
  Title:  Executive Vice
  President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Richard J.
  Bielen

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President, Treasurer and

  Chief Investment Officer

  



 


 


[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

  	
   

  



 


17
















 


[FORM
OF REVERSE OF SERIES F SUBORDINATED DEBENTURE]


 


This
Subordinated Debenture is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under a Subordinated Indenture, dated as of June 1, 1994 (herein,
together with all indentures supplemental thereto, including Supplemental
Indenture No. 1, dated as of June 9, 1994, Supplemental Indenture No. 2,
dated August 1, 1994, Supplemental Indenture No. 3, dated April 29, 1997,
Supplemental Indenture No. 4, dated November 20, 1997, Supplemental
Indenture No. 5, dated August 22, 2001, Supplemental Indenture No. 6, dated
September 25, 2002 and Supplemental Indenture No. 7, dated January 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


 


18
















 


Securities
to be redeemed plus any accrued and unpaid interest, including Additional
Interest (as defined in Supplemental Indenture No. 7), if any, to the date
fixed for redemption (the “Redemption Price”).


 


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


 


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


 


19
















 


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


 


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


 


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


 


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


 


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


 


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


 


20
















 


this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company, the Trustee and the Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


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


 


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


 


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


 


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


 


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


 


21