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Exhibit 4.1  


 
  FORM OF
  7.50% SENIOR NOTE DUE JULY 1, 2016    



    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


    THIS
SENIOR NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF DTC. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SENIOR NOTES IN CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF
DTC, OR BY A NOMINEE OF DTC TO ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. 


 
 

PROTECTIVE LIFE CORPORATION
  7.50% Senior Note Due July 1, 2016    



No. 1



$60,000,000



CUSIP:
743674 AM 5 


    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 Cede & Co., or registered assigns, the principal sum of $60,000,000 (Sixty
Million Dollars) on July 1, 2016, and to pay interest thereon from December 21, 2000, or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Interest shall be payable on the Company's 7.50% Senior Note due July 1, 2016 ("Series 2000 Note") semi-annually on January 1 and July 1 of each year (each an
"Interest Payment Date"), commencing on July 1, 2001 at the rate of 7.50% 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 7.50% 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. 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 calendar month, 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 Series 2000 Note 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 to 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 Series 2000 Note is
registered at the close of business on the Regular Record Date for such Interest Payment Date, which shall be December 15 or June 15, as the case may be, 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 Series 2000 Note is registered on the
relevant Regular Record Date, and such defaulted interest shall instead be payable to the Person in whose name this Series 2000 Note is registered on the Special Record Date or other specified
date determined in accordance with the Indenture and Supplemental Indenture No. 7, referred to on the reverse hereof. 


    Payment
of the principal of and interest on this Series 2000 Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York (which shall initially be the Corporate Trust Office of the Trustee), in same day funds by wire transfer to an account maintained by the Person entitled thereto as specified in
the Register of Holders of the Series 2000 Notes, 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. 



    Reference
is hereby made to the further provisions of this Series 2000 Note 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 Series 2000 Note 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. 


    IN
WITNESS WHEREOF, Protective Life Corporation has caused this instrument to be executed under its corporate seal. 



	Dated: December 21, 2000

(Corporate Seal)	 	PROTECTIVE LIFE CORPORATION
	

 	
 	

By:	

 
 Richard J. Bielen

Senior Vice President, Investments
	

 	
 	

By:	

 
 Jerry W. DeFoor

Vice President, Controller

And Chief Accounting Officer





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



	Dated: December 21, 2000	 	THE BANK OF NEW YORK,

as Trustee
	  	 	 	 
	 	 	By:	THE BANK OF NEW YORK TRUST

COMPANY OF FLORIDA, N.A.,

as Agent
	

 	
 	

By:	

 
 Authorized Signatory




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(REVERSE OF SERIES 2000 Note)    



    This
Series 2000 Note 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
Senior Indenture, dated as of June 1, 1994 (herein, together with all indentures supplemental thereto, including Supplemental Indenture No. 7, dated as of December 14, 2000,
called the "Indenture"), from the Company to The Bank of New York (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 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 $60,000,000, and is issued
pursuant to Supplemental Indenture No. 7, dated as of December 14, 2000, from the Company to the Trustee, relating to the securities of this series (herein called "Supplemental Indenture
No. 7"). 


    The
Securities of this series shall not be subject to redemption at the option of the Company at any time and the Company shall have no obligation to redeem or purchase the Securities
pursuant to any sinking fund, except in each instance as follows: 


    Optional Redemption.  On or after January 1, 2004, the Company may, at its option, redeem the Series 2000
Notes in whole or in part, from time to time at a redemption price equal 100% of the principal amount to be redeemed, together with accrued but unpaid interest, if any, on the principal amount to be
redeemed to the date of the redemption. 


    In
the event that less than all of the Series 2000 Notes are to be redeemed at any time, selection of the Series 2000 Notes or portions thereof for redemption will be
made by the Trustee by lot or any other method the Trustee shall deem fair and reasonable; provided, however, that Series 2000 Notes and portions of the Series 2000 Notes that the
Trustee selects shall be in amounts of $1,000 or integral multiples of $1,000. Notice of redemption to the Holders of the Series 2000 Notes to be redeemed shall be given by mailing notice of
such redemption by first-class mail, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Series 2000 Notes at their registered
addresses. Unless the Company defaults in making such redemption payment, interest on the Series 2000 Notes called for redemption ceases to accrue on and after the redemption date. 


    Redemption by the Company in the Event of Death of a Beneficial Owner.  Unless the Series 2000 Notes have been
declared due and payable prior to their maturity by reason of an Event of Default, the Representative (as hereinafter defined) of a deceased Beneficial Owner (as hereinafter defined) has the right to
request redemption prior to stated maturity of all or part of his interest in the Series 2000 Notes, and the Company will redeem the same subject to the limitations that the Company will not be
obligated to redeem, during the period from the original issue date through (but not including) January 1, 2002 (the "Initial Period"), and during any twelve-month period up to (but not
including) each January 1 thereafter (each such twelve-month period being hereinafter referred to as a "Subsequent Period"), (i) on behalf of a deceased Beneficial Owner any interest in
the Series 2000 Notes which exceeds $25,000 principal amount or (ii) interests in the Series 2000 Notes exceeding $1,200,000 in aggregate principal amount. A request for
redemption may be initiated by the Representative of a deceased Beneficial Owner at any time and in any principal amount. 


    The
Company may, at its option, redeem interests of any deceased Beneficial Owner in the Series 2000 Notes in the Initial Period or any Subsequent Period in excess of the
$25,000 limitation. Any such redemption, to the extent that it exceeds the $25,000 limitation for any deceased Beneficial Owner, shall not be included in the computation of the $1,200,000 aggregate
limitation for such Initial Period or such Subsequent Period, as the case may be, or for any succeeding Subsequent Period. The Company may, at its option, redeem interests of deceased Beneficial
Owners in the Series 2000 Notes, in the Initial Period or any Subsequent Period in an aggregate principal amount exceeding $1,200,000. 


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Any such redemption, to the extent it exceeds the $1,200,000 aggregate limitation shall not reduce the $1,200,000 aggregate limitation for any Subsequent Period. On any determination by the Company to
redeem Series 2000 Notes in excess of the $25,000 limitation or the $1,200,000 aggregate limitation,
Series 2000 Notes so redeemed shall be redeemed in the order of the receipt of Redemption Requests (as hereinafter defined) by the Trustee. 


    A
request for redemption of an interest in the Series 2000 Notes may be initiated by the personal representative or other person authorized to represent the estate of the
deceased Beneficial Owner or from a surviving joint tenant(s) or tenant(s) by the entirety or the trustee of a trust (each, a "Representative"). The Representative shall deliver a request to the
Participant (hereinafter defined) through whom the deceased Beneficial Owner owned such interest, in form satisfactory to the Participant, together with evidence of the death of the Beneficial Owner,
evidence of the authority of the Representative satisfactory to the Participant, such waivers, notices or certificates as may be required under applicable state or federal law and such other evidence
of the right to such redemption as the Participant shall require. The request shall specify the principal amount of the interest in the Series 2000 Notes to be redeemed. The Participant shall
thereupon deliver to the Depositary a request for redemption substantially in the form attached as Exhibit A hereto (a "Redemption Request"). The Depositary will, on receipt thereof, forward
the same to the Trustee. The Trustee shall maintain records with respect to Redemption Requests received by it including date of receipt, the name of the Participant filing the Redemption Request and
the status of each such Redemption Request with respect to the $25,000 limitation and the $1,200,000 aggregate limitation. The Trustee will immediately file each Redemption Request it receives,
together with the information regarding the eligibility thereof with respect to the $25,000 limitation and the $1,200,000 aggregate limitation with the Company. The Depositary, the Issuer and the
Trustee may conclusively assume, without independent investigation, that the statements contained in each Redemption Request are true and correct and shall have no responsibility for reviewing any
documents submitted to the Participant by the Representative or for determining whether the applicable decedent is in fact the Beneficial Owner of the interest in the Series 2000 Notes to be
redeemed or is in fact deceased and whether the Representative is duly authorized to request redemption on behalf of the applicable Beneficial Owner. 



    Subject
to the $25,000 limitation and the $1,200,000 aggregate limitation, the Company will, after the death of any Beneficial Owner, redeem the interest of such Beneficial Owner in
the Series 2000 Notes within 60 days following receipt by the Company of a Redemption Request from the Trustee. If Redemption Requests exceed the aggregate principal amount of interests
in Series 2000 Notes required to be redeemed during the Initial Period or during any Subsequent Period, then such excess Redemption Requests will be applied in the order received by the Trustee
to successive Subsequent Periods, regardless of the number of Subsequent Periods required to redeem such interests. The Company may, at any time notify the Trustee that it will redeem, on a date not
less than 30 nor more than 60 days thereafter, all or any such lesser amount of Series 2000 Notes for which Redemption Requests have been received but which are not then eligible for
redemption by reason of the $25,000 limitation or the $1,200,000 aggregate limitation. Any Series 2000 Notes so redeemed shall be redeemed in the order of receipt of Redemption Requests by the
Trustee. 


    The
price to be paid by the Company for the Series 2000 Notes to be redeemed pursuant to a Redemption Request is 100% of the principal amount thereof plus accrued but unpaid
interest to the date of payment. Subject to arrangements with the Depositary, payment for interests in the Series 2000
Notes which are to be redeemed shall be made to the Depositary upon presentation of Series 2000 Notes to the Trustee for redemption in the aggregate principal amount specified in the Redemption
Requests submitted to the Trustee by the Depositary which are to be fulfilled in connection with such payment. The principal amount of any Series 2000 Notes acquired or redeemed by the Company
other than by redemption at the option of any Representative of a deceased Beneficial Owner pursuant to 


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this section shall not be included in the computation of either the $25,000 limitation or the $1,200,000 aggregate limitation for the Initial Period or for any Subsequent Period. 



    For
purposes of this section, a "Beneficial Owner" means the Person who has the right to sell, transfer or otherwise dispose of an interest in a Series 2000 Note and the right
to receive the proceeds therefrom, as well as the interest and principal payable to the holder thereof. In general, a determination of beneficial ownership in the Series 2000 Notes will be
subject to the rules, regulations and procedures governing the Depositary and institutions that have accounts with the Depositary or a nominee thereof ("Participants"). 


    For
purposes of this section, an interest in a Series 2000 Note held in tenancy by the entirety, joint tenancy or by tenants in common will be deemed to be held by a single
Beneficial Owner and the death of a tenant by the entirety, joint tenant or tenant in common will be deemed the death of a Beneficial Owner. The death of a person who, during his lifetime, was
entitled to substantially all of the rights of a Beneficial Owner of an interest in the Series 2000 Notes will be deemed the death of the Beneficial Owner, regardless of the recordation of such
interest on the records of the Participant, if such rights can be established to the satisfaction of the Participant. Such interests shall be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act, community property or other similar joint ownership arrangements, including individual retirement accounts or
Keogh [H.R. 10] plans maintained solely by or for the decedent or by or for the decedent and any spouse, and trust and certain other arrangements where one person has
substantially all of the rights of a Beneficial Owner during such person's lifetime. 


    Any
Redemption Request may be withdrawn by the person(s) presenting the same upon delivery of a written request for such withdrawal given by the Participant on behalf of such person
to the Depositary and by the Depositary to the Trustee not less than 60 days prior to payment thereof by the Company. 


    The
Company may, at its option, purchase any Series 2000 Notes for which Redemption Requests have been received in lieu of redeeming such Series 2000 Notes. Any
Series 2000 Notes so purchased by the Company shall either be reoffered for sale and sold within 180 days after the date of purchase or presented to the Trustee for redemption and
cancellation. 


    During
such time or times as the Series 2000 Notes are not represented by a Global Security and are issued in definitive form, all references in this Section to Participants
and the Depositary, including the Depositary's governing rules, regulations and procedures shall be deemed deleted, all determinations which under this section the Participants are required to make
shall be made by the Company (including, without limitation, determining whether the applicable decedent is in fact the Beneficial Owner of the interest in the Series 2000 Notes to be redeemed
or is in fact deceased and whether the Representative is duly authorized to request redemption on behalf of the applicable Beneficial Owner), all redemption requests, to be effective, shall be
delivered by the Representative to the Trustee, with a copy to the Company, and shall be in the form of a Redemption Request (with appropriate changes to reflect the fact that such Redemption Request
is being executed by a Representative) and, in addition to all documents that are otherwise required to accompany a Redemption Request, shall be accompanied by the Series 2000 Note that is the
subject of such request. 


    Events of Default.  The Indenture contains provisions for defeasance at any time of the indebtedness on 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. 


    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. 


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    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 aggregate 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 this 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 hereof 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. 


    Transfer or Exchange of Series 2000 Notes.  As provided in the Indenture and subject to certain limitations as
set forth therein and in Supplemental Indenture No. 7, the transfer of this Security is registrable on the Register, upon surrender of this Security for registration of transfer at the office
or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee and the Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 



    The
Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a 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 of the Company or the Trustee shall be
affected by notice to the contrary. 


    THIS
SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 


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


6





 
 
 

SCHEDULE OF REDEMPTIONS    



    The
following redemptions of interests in this Global Note have been made: 



	Date of

Redemption
	 	Amount of Decrease

in Principal Amount

of this Global Note
	 	Principal Amount of the

Global Note

Following Such

Decrease
	 	Signature of

Authorized

Officer

of Trustee

	  	 	 	 	 	 	 




7






  



 
 

EXHIBIT A    
  


 
  FORM OF REDEMPTION REQUEST
  PROTECTIVE LIFE CORPORATION
  7.50% Senior Notes
  due July 1, 2016
  (the "Series 2000 Notes")    
  


 
  CUSIP NO. 743674 AM 5    
  


    The undersigned, Edward D. Jones & Co., L.P. (the "Participant"), does hereby certify, pursuant to the provisions of that certain Indenture of Trust
dated June 1, 1994, together with Supplemental Indenture No. 7 dated as of December 14, 2000 (collectively, the "Indenture") made by Protective Life Corporation (the "Company")
(the "Issuer") and The Bank of New York as Trustee (the "Trustee"), to Depository Trust Company (the "Depositary"), the Company., the Issuer and the Trustee that: 


     1. [Name
of deceased Beneficial Owner] is deceased. 


     2. [Name
of deceased Beneficial Owner] had a $            interest in the above referenced Series 2000 Notes. 


     3. [Name
of Representative] is [Beneficial Owner's personal representative/other person authorized to represent the estate of the
Beneficial Owner/surviving joint tenant/surviving tenant by the entirety/trustee of a trust] of [Name of deceased Beneficial Owner] and has delivered to the
undersigned a request for redemption in form satisfactory to the undersigned, requesting that $            principal amount of said Series 2000 Notes be redeemed pursuant to said
Indenture. The documents accompanying such request, all of which are in proper form, are in all respects satisfactory to the undersigned and the [Name of Representative] is
entitled to have the Series 2000 Notes to which this Request relates redeemed. 


     4. The
Participant holds the interest in the Series 2000 Notes with respect to which this Request for Redemption is being made on behalf of [Name of
deceased Beneficial Owner]. 


     5. The
Participant hereby certifies that it will indemnify and hold harmless the Depositary, the Trustee, the Issuer and the Company (including their respective
officers, directors, agents, attorneys and employees), against all damages, loss, cost, expense (including reasonable attorneys' and accountants' fees), obligations, claims or liability (collectively,
the "Damages") incurred by the indemnified party or parties as a result of or in connection with the redemption of the Series 2000 Notes to which this Request relates. The Participant will, at
the request of the Company, forward to the Company, a copy of the documents submitted by [Name of Representative] in support of the request for redemption. 


    IN WITNESS WHEREOF, the undersigned has executed this Redemption Request as of            , 20  . 



	 	 	EDWARD D. JONES & CO., L.P.
	

 	
 	

By:	
 	

  
 Name:

Title:






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FORM OF 7.50% SENIOR NOTE DUE JULY 1, 2016

PROTECTIVE LIFE CORPORATION 7.50% Senior Note Due July 1, 2016

(REVERSE OF SERIES 2000 Note)

SCHEDULE OF REDEMPTIONS


EXHIBIT A

FORM OF REDEMPTION REQUEST PROTECTIVE LIFE CORPORATION 7.50% Senior Notes due July 1, 2016 (the "Series 2000 Notes")

CUSIP NO. 743674 AM 5