0001104659-09-058408 Sample Contracts

Senior Notes due 2019 Senior Notes due 2039 Purchase Agreement
Purchase Agreement • October 9th, 2009 • Protective Life Corp • Life insurance • New York

Protective Life Corporation, a Delaware corporation (the “Company”), confirms its agreement with Banc of America Securities LLC (“BofA”), Barclays Capital Inc. (“Barclays”), Wells Fargo Securities, LLC (“Wells”) 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 BofA, Barclays and Wells 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 $400,000,000 principal amount of the 7.375% senior notes due 2019 (the “2019 Notes”) and an aggregate of $300,000,000 principal amount of the 8.45% senior notes due 2039 (the “2039 Notes”) specified above (the 2019 Notes and the 2039 Notes collectively, the “Securities”).

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