Exhibit 1(e)(2)
TERMS AGREEMENT
Xxxxxx X. Xxxxx & Co., L.P.
00000 Xxxxxxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000-0000
November 18, 1996
Ladies and Gentlemen:
Protective Life Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Distribution Agreement, dated July 31, 1996 (the "Distribution Agreement"),
to issue and sell to you (the "Agent") the Securities specified in Schedule I
hereto (the "Designated Securities"). The Distribution Agreement incorporates by
reference certain provisions of the Underwriting Agreement, dated June 23, 1994
filed as Exhibit 1(a) to the Company's Current Report on Form 8-K dated July 1,
1994 and filed with the Commission July 5, 1994 (the "Underwriting Agreement").
Each of the provisions of the Distribution Agreement is incorporated herein by
reference in its entirety, including such provisions of the Underwriting
Agreement, and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth or incorporated therein shall be deemed
to have been made at and as of the date of this Terms Agreement, except that
each representation and warranty in Section 2 of the Underwriting Agreement (as
incorporated into the Distribution Agreement) which refers to the Prospectus (as
defined in the Underwriting Agreement) shall be deemed to be a representation or
warranty as of the date of the Distribution Agreement in relation to the
Prospectus as amended or supplemented relating to the Notes, and also a
representation and warranty as of the date of this Terms Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Terms Agreement. Each reference to the
Representatives in the Distribution Agreement, including the provisions of the
Underwriting Agreement so incorporated by reference therein and herein, shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Distribution Agreement are used herein as therein defined.
A pricing supplement to the Prospectus, relating to the
Designated Securities, in the form heretofore delivered to you is now proposed
to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Distribution Agreement incorporated herein by reference, the Company agrees
to issue and sell to the Agent, and the Agent agrees to purchase from the
Company, at the time and place and at the purchase price to the Agent set forth
in Schedule I hereto, the principal amount of Designated Securities set forth in
Schedule I.
If the foregoing is in accordance with your understanding,
please sign and return to us five (5) counterparts hereof, and upon acceptance
hereof by you, on behalf of the Agent, this letter and such acceptance hereof,
including the provisions of the Distribution Agreement incorporated herein by
reference, shall constitute a binding agreement between the Agent and the
Company.
Very truly yours,
PROTECTIVE LIFE CORPORATION
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
President and Chief Operating Officer
Accepted as of the date hereof:
XXXXXX X. XXXXX & CO., L.P.
By: /s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx
Principal
SCHEDULE I
TITLE OF DESIGNATED SECURITIES:
7.10% Medium-Term Notes, due December 1, 2011
AGGREGATE PRINCIPAL AMOUNT:
$12,500,000.00
PRICE TO PUBLIC:
At varying prices related to prevailing market prices at the time of
resale
PURCHASE PRICE BY AGENT:
97.5% of the principal amount of the Designated Securities
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Immediately Available Funds
INDENTURE:
Senior Indenture dated June 1, 1994, between the Company and The Bank
of New York, as Trustee, as supplemented by Supplemental Indenture No. 4, dated
as of November 15, 1996 between the Company and The Bank of New York
MATURITY:
December 1, 2011
INTEREST RATE:
7.10% per annum, payable semi-annually
INTEREST PAYMENT DATES:
June 1 and December 1 of each year commencing June 1, 1997
RECORD DATES:
May 15 and November 15 of each year
CALCULATION OF INTEREST:
Interest will be calculated on the basis of a 360-day year of twelve
30-day months and, for any period that is shorter than a full calendar month, on
the basis of the actual number of days elapsed in such month.
REDEMPTION PROVISIONS:
Right of redemption at option of the Company at any time on or after
December 1, 2001, as described in Supplemental Indenture No. 4
Limited right of redemption at the option of the holder, at certain
times on or after November 22, 1998, as described in Supplemental
Indenture No. 4
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
Sections 4.4 and 4.5 of the Indenture shall apply to the Designated
Securities as and to the extent specified in Supplemental Indenture
No. 4
TIME OF DELIVERY:
9:00 a.m., November 22, 1996 (St. Louis time)
CLOSING LOCATION:
Xxxxx Xxxx LLP
Xxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
NAME AND ADDRESS OF AGENT:
Xxxxxx X. Xxxxx & Co., L.P.
00000 Xxxxxxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000-0000
OTHER TERMS:
Not applicable
