0000912057-00-054372 Sample Contracts

PROTECTIVE LIFE CORPORATION DEBT SECURITIES UNDERWRITING AGREEMENT
Protective Life Corp • December 21st, 2000 • Life insurance • New York

To the Representatives of the several Underwriters to be named in the respective Pricing Agreements hereinafter described.

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ANNEX I PRICING AGREEMENT December 14, 2000
Protective Life Corp • December 21st, 2000 • Life insurance

Protective Life Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated December 14, 2000 (the "Underwriting Agreement"), to issue and sell to Edward D. Jones & Co., L.P. (the "Underwriter") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, 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 therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as the

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