EXHIBIT 1.1 PROTECTIVE LIFE CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2000 • Protective Life Corp • Life insurance • New York
EXHIBIT 1(f) PROTECTIVE LIFE CORPORATION (A DELAWARE CORPORATION) PLC CAPITAL TRUST II (A DELAWARE BUSINESS TRUST) 2,000,000 FELINE PRIDES FORM OF UNDERWRITING AGREEMENT DATED: NOVEMBER , 1997 PROTECTIVE LIFE CORPORATION (A DELAWARE CORPORATION) PLC...Protective Life Corp • November 20th, 1997 • Life insurance • New York
toProtective Life Corp • September 19th, 2002 • Life insurance • Delaware
Exhibit 10(d)(1) INDEMNITY AGREEMENT FOR OFFICERS This Agreement, effective as of the Effective Date hereinafter defined, is made by and between Protective Life Corporation, a Delaware corporation (hereinafter the "Company") and [INDEMNITEE'S NAME...Indemnity Agreement • March 27th, 1997 • Protective Life Corp • Life insurance • Delaware
7.25% Trust Originated Preferred Securities-SM-* ("TOPrS-SM-") guaranteed to a limited extent by PROTECTIVE LIFE CORPORATIONPurchase Agreement • September 27th, 2002 • Protective Life Corp • Life insurance • New York
Page ARTICLE I. DEFINITIONS AND INTERPRETATION SECTION 1.1. Definitions and Int erpretation................................................................... 1 ARTICLE II. TRUST INDENTURE ACT SECTION 2.1. Trust Indenture Act;...Preferred Securities Guarantee Agreement • September 27th, 2002 • Protective Life Corp • Life insurance • New York
FORM T-1Protective Life Corp • June 16th, 1999 • Life insurance
EXHIBIT 1.2 PRICING AGREEMENT March 20, 2000 Edward D. Jones & Co., L.P. 12555 Manchester Road St. Louis, MO 63131 Ladies and Gentlemen: Protective Life Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions...Pricing Agreement • March 24th, 2000 • Protective Life Corp • Life insurance
Exhibit 4(y) ------------------------------------------------------ ------------------------------------------------------ PROTECTIVE LIFE CORPORATION AND THE BANK OF NEW YORK, AS PURCHASE CONTRACT AGENT -------------------------- PURCHASE CONTRACT...Purchase Contract Agreement • December 5th, 1997 • Protective Life Corp • Life insurance • New York
TERMS AGREEMENT Edward D. Jones & Co., L.P. 12555 Manchester Road St. Louis, Missouri 63131-3729Terms Agreement • November 22nd, 1996 • Protective Life Corp • Life insurance
TERMS AGREEMENT Edward D. Jones & Co., L.P. 12555 Manchester Road St. Louis, Missouri 63131-3729Terms Agreement • December 6th, 1996 • Protective Life Corp • Life insurance
PAGE ARTICLE I. DEFINITIONS AND INTERPRETATION SECTION 1.1. Definitions and Int erpretation................................................................... 1 ARTICLE II. TRUST INDENTURE ACT SECTION 2.1. Trust Indenture Act;...Common Securities Guarantee Agreement • September 27th, 2002 • Protective Life Corp • Life insurance • New York
EXHIBIT 10(A) EMPLOYMENT CONTINUATION AGREEMENT THIS AGREEMENT between Protective Life Corporation, a Delaware corporation (the "Company"), and (the "Executive"), dated as of this ____ day of , 1997. W I T N E S S E T H : WHEREAS, the Company has...Employment Continuation Agreement • November 12th, 1997 • Protective Life Corp • Life insurance • Delaware
CREDIT AGREEMENT among PROTECTIVE LIFE CORPORATION, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO SUNTRUST BANK, as Syndication Agent and AMSOUTH BANK, as Administrative Agent $200,000,000 Revolving Credit Facility Dated as of October 17, 2001...Credit Agreement • March 27th, 2002 • Protective Life Corp • Life insurance • Alabama
THIS CREDIT AGREEMENT dated as of October 17, 2001 (“this Agreement”) is entered into by and among PROTECTIVE LIFE CORPORATION, a Delaware corporation (the “Borrower”), AMSOUTH BANK, an Alabama banking corporation, and the various lenders identified on the signature pages hereto (collectively, with all other persons that may from time to time hereafter become Lenders hereunder by execution of an Assignment and Acceptance, the “Lenders”), and AMSOUTH BANK, in its capacity, as Agent for the Lenders (the “Agent”).
Underwriting AgreementProtective Life Corp • July 3rd, 2006 • Life insurance • New York
Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule I hereto (the "Representative") 85 Broad Street, New York, New York 10004
Exhibit 1.1 PROTECTIVE LIFE CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENTProtective Life Corp • February 28th, 2001 • Life insurance • New York
FIRST AMENDMENT TO INVESTMENT AND PARTICIPATION AGREEMENTInvestment and Participation Agreement • March 25th, 2003 • Protective Life Corp • Life insurance • New York
THIS FIRST AMENDMENT TO INVESTMENT AND PARTICIPATION AGREEMENT AND LEASE AGREEMENT (this “First Amendment”) is dated as of the 30th day of November, 2000 among PROTECTIVE LIFE INSURANCE COMPANY. (the “Company”), WACHOVIA CAPITAL INVESTMENTS, INC. (the “Lessor”) and SUNTRUST BANK and LASALLE BANK NATIONAL ASSOCIATION (individually and collectively, as the context shall require, the “Lease Participants”);
PREFERRED SECURITIES GUARANTEE AGREEMENT PLC CAPITAL TRUST V Dated as of January 27, 2004Preferred Securities Guarantee Agreement • January 28th, 2004 • Protective Life Corp • Life insurance • New York
THIRD AMENDED AND RESTATED REIMBURSEMENT AGREEMENT dated as of June 25, 2014 between GOLDEN GATE III VERMONT CAPTIVE INSURANCE COMPANY, as Borrower, and UBS AG, STAMFORD BRANCH, as Issuing LenderReimbursement Agreement • August 8th, 2014 • Protective Life Corp • Life insurance • New York
This THIRD AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of June 25, 2014 (the “Amendment Closing Date”), by and between Golden Gate III Vermont Captive Insurance Company, a special purpose financial captive insurance company incorporated under the laws of the State of Vermont (the “Borrower”) and UBS AG, Stamford Branch, as the issuing lender (the “Issuing Lender”) amends and restates in its entirety, the Reimbursement Agreement, dated as of April 23, 2010 and amended and restated as of February 14, 2011, as of November 21, 2011 and as of August 7, 2013 (the “UILIC Closing Date”), between the Borrower and the Issuing Lender (the “Original Agreement”).
Protective Life Corporation (a Delaware corporation) Purchase AgreementPurchase Agreement • August 20th, 2012 • Protective Life Corp • Life insurance • New York
Protective Life Corporation, a Delaware corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA”) and Barclays Capital Inc. (“Barclays”) and each of the other Underwriters named in Schedule I(a) hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells, BofA and Barclays are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters named in Schedule I(a), acting severally and not jointly, of an aggregate of $150,000,000 principal amount of the 6.00% subordinated debentures due 2042 (the “Debentures”). The $150,000,000 aggregate principal amount of the Debentures to be sold to the Underwriters is herein called the “Securities.”
PREFERRED SECURITIES GUARANTEE AGREEMENT PLC CAPITAL TRUST VIII Dated as of , 20Preferred Securities Guarantee Agreement • December 30th, 2004 • Protective Life Corp • Life insurance • New York
This GUARANTEE AGREEMENT (the "Preferred Securities Guarantee"), dated as of , 20 , is executed and delivered by Protective Life Corporation, a Delaware corporation (the "Guarantor"), and Wilmington Trust Company, as trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of PLC Capital Trust VIII, a Delaware statutory business trust (the "Issuer").
SECOND AMENDED AND RESTATED LEASE AGREEMENT Dated as of December 19, 2013 between Wachovia Development Corporation, as the Lessor, and Protective Life Insurance Company, as the LesseeLease Agreement • February 28th, 2014 • Protective Life Corp • Life insurance • Alabama
This Second Amended and Restated Lease Agreement dated as of December 19, 2013, (as the same may be amended, restated, modified or supplemented from time to time, this “Lease”) is between Wachovia Development Corporation, a North Carolina corporation (together with its successors and permitted assigns, the “Lessor”), and Protective Life Insurance Company, a Tennessee corporation (together with its successors and permitted assigns, the “Lessee”). Capitalized terms used but not defined herein have the meanings given to such terms in Schedule 1.01 of that certain Second Amended and Restated Investment and Participation Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Investment Agreement”).
INDEMNITY REINSURANCE AGREEMENT BY AND BETWEEN PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY AND FIRST FORTIS LIFE INSURANCE COMPANYIndemnity Reinsurance Agreement • March 27th, 2002 • Protective Life Corp • Life insurance
This Indemnity Reinsurance Agreement (the “Agreement”) is made and entered into as of December 31, 2001 (the “Effective Date”), by and between Protective Life & Annuity Insurance Company, an Alabama corporation (“Ceding Company”), and First Fortis Life Insurance Company, a New York corporation (“Reinsurer”).
MASTER AGREEMENT by and among AXA EQUITABLE FINANCIAL SERVICES, LLC, AXA FINANCIAL, INC. and PROTECTIVE LIFE INSURANCE COMPANY Dated as of April 10, 2013Transition Services Agreement • August 2nd, 2013 • Protective Life Corp • Life insurance • New York
This MASTER AGREEMENT (this “Agreement”), dated as of April 10, 2013, is entered into by and among AXA Equitable Financial Services, LLC, a Delaware limited liability company (“Seller”), AXA Financial, Inc., a Delaware corporation (“Parent”), and Protective Life Insurance Company, an insurance company organized under the laws of the State of Tennessee (“Purchaser”).
SECOND AMENDED AND RESTATED INVESTMENT AND PARTICIPATION AGREEMENT Dated as of December 19, 2013 Among PROTECTIVE LIFE INSURANCE COMPANY, as the Company, WACHOVIA DEVELOPMENT CORPORATION as the Lessor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the...Investment and Participation Agreement • February 28th, 2014 • Protective Life Corp • Life insurance • Alabama
SECOND AMENDED AND RESTATED INVESTMENT AND PARTICIPATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement” or the “Investment Agreement”) dated as of December 19, 2013, by and among PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee corporation (the “Company”), WACHOVIA DEVELOPMENT CORPORATION, as Lessor (the “Lessor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lessor and the Lease Participants (in such capacity, the “Administrative Agent”), and each of the Lease Participants that is a party hereto or becomes a party hereto as provided in Section 11.06 (individually, together with its successors and assigns, a “Lease Participant,” and collectively, together with their successors and assigns, the “Lease Participants”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2014 • Protective Life Corp • Life insurance • Delaware
THIS EMPLOYMENT AGREEMENT dated as of June [ ], 2014 (“Agreement”) is by and between Protective Life Corporation, a Delaware corporation (the “Company”), and [ ] (“Executive”).
PROTECTIVE LIFE CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENTProtective Life Corp • October 21st, 2004 • Life insurance • New York
To the Representatives of the several Underwriters to be named in the respective Pricing Agreements hereinafter described.
STOCK PURCHASE AGREEMENT AMONG BANC ONE INSURANCE HOLDINGS, INC., CBD HOLDINGS LTD.,Stock Purchase Agreement • February 13th, 2006 • Protective Life Corp • Life insurance • New York
STOCK PURCHASE AGREEMENT, dated as of February 7, 2006 (this “Agreement”), among Banc One Insurance Holdings, Inc., an Arizona corporation (“BOIH”), CBD Holdings Ltd., a Delaware corporation (“CBD”) (CBD and BOIH being sometimes hereinafter referred to individually as “Seller” and collectively as “Sellers”), JPMorgan Chase & Co., a Delaware corporation (“Parent”) (solely as to Section 4.8(e), Section 4.10, Section 4.11, Article VIII, Section 9.1, Section 9.11 and Article XI), and Protective Life Insurance Company, a Tennessee insurance company (“Buyer”) (Sellers, Parent (solely as to Section 4.8(e), Section 4.10, Section 4.11, Article VIII, Section 9.1 and Article XI) and Buyer being sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
Draft—May 2, 2003 PROTECTIVE LIFE CORPORATION to THE BANK OF NEW YORK (as successor to AmSouth Bank), as Trustee SUPPLEMENTAL INDENTURE No. 8 Dated as of , 20 % Subordinated Debentures Due 20 , Series $ PROTECTIVE LIFE CORPORATION SUPPLEMENTAL...Protective Life Corp • May 5th, 2003 • Life insurance • New York
SUPPLEMENTAL INDENTURE No. 8, dated as of , 20 from PROTECTIVE LIFE CORPORATION, a Delaware corporation (the "Company"), to AMSOUTH BANK (as successor by merger to AmSouth Bank of Alabama, successor by conversion of charter to AmSouth Bank N.A.), as trustee (the "Trustee").
INDEMNITY REINSURANCE AGREEMENT BY AND BETWEEN PROTECTIVE LIFE INSURANCE COMPANY AND FIRST FORTIS LIFE INSURANCE COMPANYIndemnity Reinsurance Agreement • March 27th, 2002 • Protective Life Corp • Life insurance
This Indemnity Reinsurance Agreement (the “Agreement”) is made and entered into as of December 31, 2001 (the “Effective Date”), by and between Protective Life Insurance Company, a Tennessee corporation (“Ceding Company”), and Fortis Benefits Insurance Company, a Minnesota corporation (“Reinsurer”).
SUPPLEMENTAL INDENTURE NO. 9 DATED AS OF MAY 18, 2012 BETWEEN PROTECTIVE LIFE CORPORATION, AS ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEEProtective Life Corp • May 22nd, 2012 • Life insurance • New York
SUPPLEMENTAL INDENTURE NO. 9, dated as of May 18, 2012 (this “Supplemental Indenture”), between Protective Life Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”), supplementing the Subordinated Indenture, dated as of June 1, 1994 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to AmSouth Bank N.A.), as trustee.
SECOND AMENDED AND RESTATED GUARANTYProtective Life Corp • February 28th, 2014 • Life insurance • New York
THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”) is made as of December 19, 2013, by PROTECTIVE LIFE CORPORATION, a Delaware corporation (the “Guarantor”), in favor of Wachovia Development Corporation (the “Lessor”), for the ratable benefit of the Lessor and the Lease Participants (as defined below). Capitalized terms used but not defined herein have the meanings given to such terms in that certain Second Amended and Restated Investment and Participation Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Investment Agreement”).
SURPLUS NOTE PURCHASE AGREEMENT BETWEEN GOLDEN GATE CAPTIVE INSURANCE COMPANY, AS PURCHASER AND LONG ISLAND INTERNATIONAL LIMITED, AS SELLER DATED OCTOBER 9, 2009Surplus Note Purchase Agreement • February 26th, 2010 • Protective Life Corp • Life insurance • New York
Long Island International Limited, a Cayman Islands company (the “Seller”), agrees with Golden Gate Captive Insurance Company (the “Purchaser”) as follows:
AMENDED AND RESTATED INVESTMENT AND PARTICIPATION AGREEMENT Dated as of January 11, 2007 Among PROTECTIVE LIFE INSURANCE COMPANY, As the Company, WACHOVIA DEVELOPMENT CORPORATION (as assignee of Wachovia Capital Investments, Inc.), as Lessor, WACHOVIA...Investment and Participation Agreement • May 10th, 2007 • Protective Life Corp • Life insurance • Alabama
AMENDED AND RESTATED INVESTMENT AND PARTICIPATION AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement” or the “Investment Agreement”) dated as of January 11, 2007, by and among PROTECTIVE LIFE INSURANCE COMPANY, a Tennessee corporation (the “Company”), WACHOVIA DEVELOPMENT CORPORATION, as Lessor (the “Lessor”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lessor and the Lease Participants (in such capacity, the “Administrative Agent”), and each of the Lease Participants that is a party hereto or becomes a party hereto as provided in Section 11.06 (individually, together with its successors and assigns, a “Lease Participant,” and collectively, together with their successors and assigns, the “Lease Participants”).
STOCK PURCHASE AGREEMENT BY AND AMONG RBC INSURANCE HOLDINGS (USA) INC., ATHENE HOLDING LTD., PROTECTIVE LIFE INSURANCE COMPANY, AND RBC USA HOLDCO CORPORATION (solely for purposes of Sections 5.14-5.17 and Articles 7, 8 and 10) Dated as of October...Stock Purchase Agreement • October 28th, 2010 • Protective Life Corp • Life insurance • New York
This Stock Purchase Agreement is dated as of October 22, 2010, by and among RBC Insurance Holdings (USA) Inc., a Delaware corporation (“Seller”), Athene Holding Ltd., a Bermuda exempted company (“Purchaser”), Protective Life Insurance Company, a Tennessee insurance company (“Life Reinsurer”), and, solely for purposes of Sections 5.14 through Section 5.17 and Articles 7, 8 and 10 of this Agreement, RBC USA Holdco Corporation, a Delaware corporation (“USA Holdco”) (Seller, Purchaser, Life Reinsurer and USA Holdco, the “Parties” and each individually, a “Party”). Certain terms used herein and not otherwise defined shall have the meanings set forth in Article 1.
