0001104659-09-033606 Sample Contracts

Par Value $.50 Per Share) Purchase Agreement
Purchase Agreement • May 19th, 2009 • Protective Life Corp • Life insurance • New York

Protective Life Corporation, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule I(a)(i) hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters named in Schedule I(a)(i), acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $.50 per share, of the Company (“Common Stock”) set forth in said Schedule I(a)(i) (the “Tranche One Securities”), with respect to the issue and sale by the Company and the purchase by the Underwriter named in Schedule I(a)(ii) of the number of shares of Common Stock set forth in said Schedule I(a)(i

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