Exhibit 4.1


 


PROTECTIVE
LIFE CORPORATION


 


to


 


THE
BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee


 


SUPPLEMENTAL
INDENTURE NO. 11


 


Dated
as of December 11, 2007


 


6.40%
Senior Notes due January 15, 2018


 


$150,000,000


 

















 


PROTECTIVE
LIFE CORPORATION


 


SUPPLEMENTAL
INDENTURE NO. 11


 


$150,000,000


 


6.40%
Senior Notes due January 15, 2018


 


SUPPLEMENTAL INDENTURE NO. 11, dated as of
December 11, 2007, from PROTECTIVE LIFE CORPORATION, a Delaware corporation
(the “Company”), to THE BANK OF NEW YORK TRUST COMPANY, N.A., a national
banking association, as trustee (the “Trustee”).


 


The Company has heretofore
executed and delivered to The Bank of New York a Senior Indenture, dated as of
June 1, 1994 (the “Indenture”), providing for the issuance from time to time of
series of the Company’s Securities.


 


The Company, The Bank of New
York and the Trustee have heretofore entered into that certain Agreement of
Resignation, Appointment and Acceptance effective as of August 25, 2006,
providing for the resignation of The Bank of New York as Trustee under the
Indenture and the appointment of the Trustee as successor to The Bank of New
York as Trustee under the Indenture.


 


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
I


 


RELATION
TO INDENTURE; DEFINITIONS


 


Section 1.1. This
Supplemental Indenture No. 11 constitutes an integral part of the Indenture.


 


Section 1.2. For all
purposes of this Supplemental Indenture No. 11:


 

















 


Section 1.2.1. Capitalized
terms used herein without definition shall have the meanings specified in the
Indenture;


 


Section 1.2.2. All
references herein to Articles and Sections, unless otherwise specified, refer
to the corresponding Articles and Sections of this Supplemental Indenture No.
11; and


 


Section 1.2.3. The terms “herein”,
“hereof”, “hereunder” and other words of similar import refer to this
Supplemental Indenture No. 11.


 


ARTICLE
II


 


THE
SERIES 2007 SENIOR NOTES


 


Section 2.1.  TITLE OF THE SECURITIES. There shall be a
series of Securities designated the           6.40%
Senior Notes due January 15, 2018 (the “Series 2007 Notes”).


 


Section 2.2.  LIMITATION ON AGGREGATE PRINCIPAL AMOUNT;
DATE OF SERIES 2007 NOTES. The aggregate principal amount of the
Series 2007 Notes shall be limited to $150,000,000 or such higher
principal amount as shall be outstanding as a result of the issuance of
Additional Notes (as defined herein). Each Series 2007 Note shall be dated
the date of its authentication.


 


Section 2.3.  PRINCIPAL PAYMENT DATES. The principal on the
Series 2007 Notes Outstanding (together with any accrued and unpaid
interest thereon) shall be payable in a single installment on January 15, 2018.


 


Section 2.4.  INTEREST AND INTEREST RATES. The rate of
interest on each Series 2007 Note shall be 6.40% per annum, accruing from
December 11, 2007 or from the most recent Interest Payment Date to which
interest on such Series 2007 Note has been paid or duly provided for. Interest
shall be payable in arrears on each Series 2007 Note semi-annually on
January 15 and July 15 of each year (each an “Interest Payment Date”),
commencing on July 15, 2008. The interest so payable on any Series 2007
Note which is punctually paid or duly provided for on any Interest Payment Date
shall be paid to the Person in whose name such Series 2007 Note is
registered at the close of business on January 1 or July 1 as the case may be,
preceding such January 15 or July 15 (each a “Regular Record Date”). The
interest so payable on a Series 2007 Note 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 Series 2007 Note is registered on
the relevant Regular Record Date, and such defaulted interest shall instead be
payable to the Person in whose name such Series 2007 Note is registered on
the Special Record Date or other specified date determined in accordance with
the Indenture.


 


Section 2.5.  PLACE OF PAYMENT. The Place of Payment where
the Series 2007 Notes may be presented or surrendered for payment, where
the Series 2007 Notes may be surrendered for registration of transfer or
exchange and where notices and demands to and upon the Company in respect of
the Series 2007 Notes and the Indenture may be served shall be in the
Borough of Manhattan, The City of New York, New York, and the office or agency
maintained by the Company for such purpose shall initially be the Corporate
Trust Office of the Trustee.


 


2

















 


Section 2.6.  ADDITIONAL COVENANTS. For the benefit of the
Holders from time to time of the Series 2007 Notes and in addition to the
covenants set forth in Article 9 of the Indenture, the Company further
covenants and agrees as follows:


 


Section 2.6.1.  Limitations
on Disposition of Capital Stock of Restricted Subsidiaries. The
Company will not, and will not permit any Subsidiary to, sell, assign, transfer
or otherwise dispose of any shares of the capital stock of any Restricted
Subsidiary unless the entire capital stock of such Restricted Subsidiary at the
time owned directly or indirectly by the Company and its Subsidiaries shall be
disposed of at the same time for a consideration consisting of cash or other
property which the Board of Directors, as evidenced in a Board Resolution, has
determined to be at least equal to the fair value thereof. Notwithstanding the
foregoing provision, (i) the Company shall be permitted to sell, assign,
transfer or otherwise dispose of shares of the capital stock of a Restricted
Subsidiary (A) to any director (or any individual nominated to become a
director) of such Restricted Subsidiary but only to the extent ownership of
such shares is required as directors’ qualifying shares for such director or
individual and (B) to any Subsidiary; and (ii) any Restricted Subsidiary shall
be permitted to sell, assign, transfer or otherwise dispose of shares of its
capital stock or the capital stock of any other Restricted Subsidiary (A) to
any director (or any individual nominated to become a director) of such
Restricted Subsidiary but only to the extent ownership of such shares is
required as directors’ qualifying shares for such director or individual, or
(B) to the Company or any Subsidiary.


 


Section 2.6.2.  Limitations
upon Creation of Liens on Capital Stock of Restricted Subsidiaries.


 


(a)           The Company will not, and will not
permit any Restricted Subsidiary to, at any time directly or indirectly, issue,
assume, guarantee or permit to exist any indebtedness secured by a Lien on the
capital stock of any Restricted Subsidiary without making effective provision
whereby the Series 2007 Notes then outstanding (and if the Company so
elects, any other indebtedness ranking on a parity with the Series 2007
Notes) shall be equally and ratably secured with such indebtedness as to such
property so long as such other indebtedness shall be so secured; provided,
however, that the covenant set forth in this Section 2.6.2. will not be
applicable to Liens (i) on the shares of stock of a subsidiary of a Person that
is merged with or into the Company or a Subsidiary securing debt of such
Person, which debt was outstanding prior to such merger, but only if such
pledge and debt were not incurred in anticipation of such merger, (ii) in favor
of the Company securing debt of a Restricted Subsidiary owed to the Company,
(iii) for taxes or assessments or governmental charges or levies not then due
and delinquent or the validity of which are being contested in good faith or
which are less than $15,000,000, or (iv) created by or resulting from any
litigation or legal proceeding being contested in good faith or which are less
than $15,000,000.


 


(b)           If the Company shall hereafter be
required to secure the Series 2007 Notes equally and ratably with any
other indebtedness pursuant to this Section 2.6.2., (i) the Company will
promptly deliver to the Trustee an Officers’ Certificate stating that the
foregoing covenant has been complied with and an Opinion of Counsel stating
that in the 


 


3

















 


opinion of such counsel the
foregoing covenant has been complied with and that any instruments executed by
the Company or any Restricted Subsidiary in the performance of the foregoing
covenant comply with the requirements of the foregoing covenant and (ii) the
Trustee is hereby authorized to enter into an indenture or agreement
supplemental hereto and to take such action, if any, as it may deem advisable
to enable it to enforce the rights of the Holders of the Series 2007
Notes.


 


Section 2.6.3.  For purposes of this Section 2.6., Restricted
Subsidiary shall mean any Subsidiary of the Company with assets greater than or
equal to 20% of all assets of the Company and its Subsidiaries, computed and
consolidated in accordance with generally accepted accounting principles.


 


Section 2.6.4.  For purposes of this Section 2.6., “Lien”
shall mean any mortgage, pledge, lien, charge, security interest, conditional
sale or other title retention agreement or other encumbrance of any nature
whatsoever.


 


Section 2.7. MODIFICATION OF
EVENTS OF DEFAULT. For the benefit of the Holders from time to time of the
Series 2007 Notes, clause 4 of Section 5.1 of the Indenture is hereby
modified by deleting such clause 4 in its entirety and replacing it with the
following:


 


A default under any
mortgage, agreement, indenture or instrument under which there may be issued,
or by which there may be secured, guaranteed or evidenced any Debt of the
Company (including this Indenture) whether such Debt now exists or shall hereafter
be created, in an aggregate principal amount then outstanding of $25,000,000 or
more, which default (a) shall constitute a failure to pay any portion of the
principal of such Debt when due and payable or (b) shall result in such Debt
becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, and such acceleration shall not be rescinded
or annulled, or such Debt shall not be paid in full, within a period of 30 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities of the Series 2007
Notes, a written notice specifying such event of default and requiring the
Company to cause such acceleration to be rescinded or annulled or to pay in
full such Debt and stating that such notice is a “Notice of Default” hereunder;
(it being understood, however, that the Trustee shall not be deemed to have
knowledge of such default under such agreement or instrument unless either (A)
a Responsible Officer of the Trustee shall have actual knowledge of such
default or (B) a Responsible Officer of the Trustee shall have received written
notice thereof from the Company, from any Holder, from the holder of any such
indebtedness or from the trustee under any such agreement or other instrument);
PROVIDED, HOWEVER, that if such default under such mortgage, agreement,
indenture or instrument is remedied or cured by the Company or waived by the
holders of such indebtedness, then the Event of Default hereunder by reason
thereof shall be deemed likewise to have been thereupon remedied, cured or
waived without further action upon the part of either the Trustee or any of
such Holders; PROVIDED, FURTHER, that the foregoing shall not apply to any
secured Debt under which the obligee has recourse (exclusive of recourse for
ancillary matters such as environmental indemnities, misapplication of funds,
costs of enforcement and the like) only to the collateral pledged 


 


4

















 


for repayment so long as the
fair market value of such collateral does not exceed 2% of Total Assets at the
time of the “default;”


 


Section 2.8. REDEMPTION AT
THE OPTION OF THE COMPANY.


 


Section 2.8.1.  Redemption Right at
Company’s Option. The Company has the right to redeem the
Series 2007 Notes at its sole option, in whole or in part, at any time
prior to January 15, 2018 at the Redemption Price (as defined below), together
with accrued but unpaid interest on the principal amount to be redeemed to the
redemption date, subject to the terms and conditions set forth in this Section
2.8.


 


Section 2.8.2.  Redemption Price.
 
(a)           The “Redemption Price” as to any date of redemption shall be equal to the greater of (i) 100% of the principal amount of the Series 2007 Notes to be redeemed on such redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Series 2007 Notes to be redeemed on such redemption date (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) calculated as of the third Business Day immediately preceding the applicable redemption date (the “Calculation Date”) plus 20 basis points. The Company shall give the Trustee notice of the amount of the applicable Redemption Price promptly after the calculation thereof, and the Trustee shall have no responsibility for such calculation.
 
(b)           The “Treasury Rate” with respect to any Calculation Date shall be (i) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (as defined below); provided that if no maturity is within three months before or after the Remaining Life (as defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month; or (ii) if such release (or any successor release) is not published during the week preceding the Calculation Date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Calculation Date.
 
(c)           “Calculation Agent” means one of the reference treasury dealers (as defined below) appointed by the Senior Trustee after consultation with the Company, or if that firm is unwilling or unable to select the Comparable Treasury Issue, an investment banking institution of national standing appointed by the Trustee after consultation with the Company.
 
5















 
(d)           “Comparable Treasury Issue” means the U.S. Treasury security selected by the Calculation Agent as having a maturity comparable to the remaining term (“Remaining Life”) of the Series 2007 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Series 2007 Notes.
 
(e)           “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations (as defined below) for such Calculation Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
 
(f)            “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer (as defined below) and any Calculation Date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent at 5:00 p.m., New York City time, on the Calculation Date.
 
(g)           “Reference Treasury Dealer” means each of Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Lehman Brothers Inc., and their respective successors; provided that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer.
 


Section 2.8.3.  Notice to
Trustee. If the Company wishes to redeem Series 2007 Notes
pursuant to the terms hereof and of the Series 2007 Notes, it shall notify
the Trustee of the redemption date and the principal amount of Series 2007
Notes to be redeemed. The Company shall give the notice provided for in this
Section not less than 45 nor more than 60 days prior to the redemption date.


 


Section 2.8.4.  Selection
of Series 2007 Notes to be Redeemed. If less than all the
Series 2007 Notes are to be redeemed, the Trustee shall select the
Series 2007 Notes to be redeemed by lot or by any other method the Trustee
shall deem fair and reasonable. The Trustee shall make the selection not more
than 60 days before the redemption date from Series 2007 Notes then outstanding
that have not been previously called for redemption. The Trustee shall promptly
notify the Company in writing of the Series 2007 Notes selected for redemption
and, in the case of any Series 2007 Note selected for partial purchase or
redemption, the principal amount thereof to be purchased or redeemed. The
Trustee may select for redemption portions of the principal of Series 2007
Notes that have denominations larger than $1,000. Series 2007 Notes and
portions of Series 2007 Notes that the Trustee selects shall be in amounts of
$1,000 or integral multiples of $1,000. Provisions of this Indenture that apply
to Series 2007 Notes called for redemption also apply to portions of Series
2007 Notes called for redemption.


 


Section 2.8.5.  Notice of
Redemption. At least 30 days but not more than 60 days before a
redemption date, the Company shall mail or cause to be mailed, by first class
mail, a 


 


6

















 


notice of redemption to each
Holder whose Series 2007 Notes are to be redeemed at its registered address.


 


(a)           The notice shall identify the Series
2007 Notes to be redeemed and shall state:


 


(i)            the redemption date;


 


(ii)           the methodology for determination of the Redemption Price;


 


(iii)          if any Series 2007 Note is being
redeemed in part, the portion of the principal amount of such Series 2007 Note
to be redeemed;


 


(iv)          the name and address of the Paying
Agent;


 


(v)           that the Series 2007 Notes called for
redemption must be surrendered to the Paying Agent to collect the Redemption
Price;


 


(vi)          that, unless the Company defaults in
making such redemption payment, interest on Series 2007 Notes called for
redemption ceases to accrue on and after the redemption date; and


 


(vii)         that no representation is made as to
the correctness or accuracy of the CUSIP number, if any, listed in such notice
or printed on the Series 2007 Notes.


 


(b)           At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall
have delivered to the Trustee, at least 45 days prior to the redemption date,
an Officers’ Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph (which request may be revoked by so notifying the Trustee
in writing on or before the Business Day immediately preceding the date
requested for the mailing of such notice).


 


Section 2.8.6.         Effect
of Notice of Redemption. Once notice of redemption is mailed in
accordance with the provisions hereof, Series 2007 Notes called for redemption
become irrevocably due and payable on the redemption date at the Redemption
Price. A notice of redemption may not be conditional.


 


Section 2.8.7.  Deposit of
Redemption Price.


 


(a)           One Business Day prior to the
redemption date, the Company shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the Redemption Price of, and accrued interest, if
any, on all Series 2007 Notes to be redeemed on that date. The Trustee or the
Paying Agent shall promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary
to pay the redemption price of, and accrued interest on, all Series 2007 Notes
to be redeemed.


 


7

















 


(b)           If the Company complies with the
provisions of the preceding paragraph, on and after the redemption date,
interest shall cease to accrue on the Series 2007 Notes or the portions of
Series 2007 Notes called for redemption. If a Series 2007 Note is redeemed on
or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Series 2007 Note was registered at the close of business on
such record date. If any Series 2007 Notes called for redemption shall not be
so paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case
at the rate provided in the Series 2007 Notes and in Section 2.4. hereof.


 


Section 2.8.8.  Series
2007 Notes Redeemed in Part. Upon surrender of a Series 2007 Note
that is redeemed in part, the Company shall issue and, upon the Company’s
written request, the Trustee shall authenticate for the Holder at the expense
of the Company, a new Series 2007 Note equal in principal amount to the
unredeemed portion of the Series 2007 Notes surrendered; provided, however, that so long as the
Series 2007 Notes are issued in the form of global securities as provided in
Section 2.11. hereof, then, in lieu of surrendering the Series 2007 Note being
redeemed in part, the principal amount of the applicable global Series 2007
Note shall be reduced as and to the extent provided in Section 2.11.4. hereof.


 


Section 2.9. DENOMINATION. The
Series 2007 Notes shall be issuable in denominations of $1,000 and integral
multiples thereof.


 


Section 2.10. CURRENCY. Principal
and interest on the Series 2007 Notes shall be payable in U.S. Dollars.


 


Section 2.11. REGISTERED
SECURITIES IN GLOBAL FORM.


 


Section 2.11.1. The Series
2007 Notes will be issued in the form of one or more fully registered global
securities, representing the aggregate principal amount of the Series 2007
Notes, that will be deposited with, or on behalf of, The Depository Trust
Company (“DTC”), and registered in the name of Cede & Co., the nominee of
DTC.


 


Section 2.11.2.  Except as provided in Section 3.5 of the
Indenture, Beneficial Owners of interests in the Series 2007 Notes may not
exchange such interests for certificated Series 2007 Notes.


 


Section 2.11.3.  In addition to the legend specified in
Section 2.4 of the Indenture, each certificate evidencing the Series 2007 Notes
shall bear the following legend:


 


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 


 


8

















 


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.


 


Section 2.11.4.  If the Series 2007 Notes are redeemed
pursuant to Section 2.8. hereof in whole or in part, the principal amount of
the applicable global Series 2007 Note shall be reduced by the amount of the
principal, or portion thereof, so redeemed and an endorsement shall be made on
such Series 2007 Note by the Trustee to reflect such reduction.


 


Section 2.12.  FORM OF SERIES 2007 SENIOR NOTES. The Series
2007 Notes shall be substantially in the form attached as Exhibit A hereto.


 


Section 2.13.  DEFEASANCE AND COVENANT DEFEASANCE. The
provisions of Section 4.4 of the Indenture shall apply to the Series 2007 Notes.
The provisions of Section 4.5 of the Indenture shall apply to the Series 2007
Notes with respect to the covenants specified in said Section 4.5 and the
covenants set forth in Section 2.6. of this Supplemental Indenture No. 11.


 


Section 2.14.  REGISTRAR AND PAYING AGENT. The Trustee shall
initially serve as Registrar and Paying Agent.


 


Section 2.15.  ADDITIONAL SERIES 2007 NOTES. The Company
shall, without the consent of the holders of the initial Series 2007 Notes, be
entitled to issue additional Series 2007 Notes (the “Additional Notes”) under
this Supplemental Indenture No. 11 which shall have substantially identical
terms to the initial Series 2007 Notes, other than with respect to the date of
issuance, issue price and amount of interest payable on the first interest
payment date applicable thereto. The initial Series 2007 Notes and any
Additional Notes shall be treated as a single class for all purposes under this
Supplemental Indenture No. 11.


 


ARTICLE
3


 


MISCELLANEOUS
PROVISIONS


 


Section 3.1.  The Indenture, as supplemented and amended by
this Supplemental Indenture No. 11, is in all respects hereby adopted, ratified
and confirmed.


 


Section 3.2.  This Supplemental Indenture No. 11 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. 11 AND EACH
SERIES 2007 NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF 


 


9

















 


THE STATE OF NEW YORK AND 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.


 


10

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture No. 11 to be duly
executed, as of the day and year first written above.


 


	
   

  	
  PROTECTIVE LIFE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Richard J. Bielen

  
	
   

  	
  Title:

  	
  Vice Chairman and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Seal)

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Carl S. Thigpen

  
	
   

  	
  Title:

  	
  Executive Vice President,
  Investments

  
	
   

  	
   

  	
  and Chief
  Investment Officer

  
	
   

  	
   

  
	
  Attest: 

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant Secretary

  	
   

  
	
  Name:

  	
  Harriette Hyche

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST

  
	
   

  	
  COMPANY, N.A., as Trustee

  
	
  (Seal)

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Charles S. Northen, IV

  
	
   

  	
  Title:

  	
  Vice President

  
									



 


	
  Attest:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


11

















 


EXHIBIT
A TO


SUPPLEMENTAL
INDENTURE NO. 11


 


(FORM
OF FACE OF SENIOR NOTE DUE January 15, 2018)


 


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


6.40%
Senior Note due January 15, 2018


 


	
  No. 1

  	
  $150,000,000

  
	
   

  	
  CUSIP:
  743674AU7

  



 


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 $150,000,000 (One Hundred Fifty Million Dollars), or such
other amount as indicated on the Schedule of Redemptions attached hereto, on
January 15, 2018, and to pay interest thereon from December 11, 2007, 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 6.40% Senior Note due
January 15, 2018 (“Series 2007 Note”) semi-annually on January 15 and July 15
of each year (each an “Interest Payment Date”), commencing on July 15, 2008 at
the rate of 6.40% 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 6.40% 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


 


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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 2007 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 2007 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 2007 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 2007 Note is
registered on the Special Record Date or other specified date determined in
accordance with the Indenture and Supplemental Indenture No. 11, referred to on
the reverse hereof.


 


Payment of the principal of
and interest on this Series 2007 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
2007 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 2007 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 2007 Note shall not be entitled
to any benefit under the Indenture and Supplemental Indenture No. 11 referred
to on the reverse hereof or be valid or obligatory for any purpose.


 


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


 


	
  Dated:  December
  11, 2007

  	
   

  	
   

  
	
  (Corporate Seal)

  	
   

  	
   

  	
  PROTECTIVE LIFE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard J. Bielen

  
	
   

  	
   

  	
  Vice Chairman and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Carl S. Thigpen

  
	
   

  	
   

  	
  Executive Vice President,
  Investments

  
	
   

  	
   

  	
  and Chief Investment
  Officer

  
					



 


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


 


Dated:  December 11, 2007


 


	
   

  	
  THE BANK OF NEW YORK TRUST

  
	
   

  	
           COMPANY,
  N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
             Authorized
  Signatory

  



 


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(FORM
OF REVERSE OF SERIES 2007 NOTE)


 


This Series 2007 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. 11, dated as December 11, 2007, called the
“Indenture”), from the Company to The Bank of New York (herein called the “Trustee,”
which term includes any successor or replacement 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 $150,000,000 or such higher principal amount as shall be outstanding
as a result of the issuance of Additional Notes (as defined herein), and is
issued pursuant to Supplemental Indenture No. 11, dated as of December 11,
2007 from the Company to the Trustee, relating to the securities of this series
(herein called “Supplemental Indenture No. 11”). Notwithstanding the foregoing,
the Company shall, without the consent of the holders of the initial Series
2007 Notes, be entitled to issue additional Series 2007 Notes (the “Additional
Notes”) under this Supplemental Indenture No. 11 which shall have substantially
identical terms to the initial Series 2007 Notes, other than the respect to the
date of issuance, issue price and amount of interest payable on the first
interest payment date applicable thereto. The initial Series 2007 Notes and any
Additional Notes shall be treated as a single class for all purposes under
Supplemental Indenture No. 11.


 


The Company shall have no
obligation to redeem or purchase the Securities pursuant to any sinking fund.


 


Redemption Right at
Company’s Option. The
Company has the right to redeem the Series 2007 Notes at its sole option, in
whole or in part, at any time prior to January 15, 2018 at the Redemption Price
(as defined below), together with accrued but unpaid interest on the principal
amount to be redeemed to the redemption date, subject to the terms and
conditions set forth in the Indenture.


 


The “Redemption Price” as to any date of redemption shall be equal to the greater of (i) 100% of the principal amount of the Series 2007 Notes to be redeemed on such redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Series 2007 Notes to be redeemed on such redemption date (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) calculated as of the third Business Day immediately preceding the applicable redemption date (the “Calculation Date”) plus 20 basis points. The Company shall give the Trustee notice of the amount of the applicable Redemption Price promptly after the calculation thereof, and the Trustee shall have no responsibility for such calculation.
 
The “Treasury Rate” with respect to any Calculation Date shall be (i) the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes
 
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yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (as defined below); provided that if no maturity is within three months before or after the Remaining Life (as defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month; or (ii) if such release (or any successor release) is not published during the week preceding the Calculation Date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Calculation Date.
 
“Calculation Agent” means one of the reference treasury dealers (as defined below) appointed by the Senior Trustee after consultation with the Company, or if that firm is unwilling or unable to select the Comparable Treasury Issue, an investment banking institution of national standing appointed by the Trustee after consultation with the Company.
 
“Comparable Treasury Issue” means the U.S. Treasury security selected by the Calculation Agent as having a maturity comparable to the remaining term (“Remaining Life”) of the Series 2007 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Series 2007 Notes.
 
“Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations (as defined below) for such Calculation Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
 
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer (as defined below) and any Calculation Date, the average, as determined by the Calculation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Calculation Agent at 5:00 p.m., New York City time, on the Calculation Date.
 
“Reference Treasury Dealer” means each of Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Lehman Brothers Inc., and their respective successors; provided that, if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute another Primary Treasury Dealer.
 


Selection of Series 2007 Notes to be Redeemed. If less than all the Series 2007 Notes are to
be redeemed, the Trustee shall select the Series 2007 Notes to be redeemed by
lot or by any other method the Trustee shall deem fair and reasonable. The
Trustee shall make the selection not more than 60 days before the redemption
date from Series 2007 Notes then outstanding that have not been previously
called for redemption. The Trustee shall promptly notify the Company in writing
of the Series 2007 Notes selected for redemption and, in the case of any Series
2007 Note selected for partial purchase or redemption, the principal amount
thereof to be purchased or redeemed. The Trustee may select for redemption
portions of the principal of Series 2007


 


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Notes that have denominations larger than
$1,000. Series 2007 Notes and portions of Series 2007 Notes that the Trustee
selects shall be in amounts of $1,000 or integral multiples of $1,000. Provisions
of this Indenture that apply to Series 2007 Notes called for redemption also apply
to portions of Series 2007 Notes called for redemption.


 


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.


 


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. 11 and no provision of this Security
or of the Indenture or of Supplemental Indenture No. 11 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 2007 Notes. As provided in the Indenture and subject to
certain limitations as set forth therein and in Supplemental Indenture No. 11,
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.


 


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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.


 


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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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


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