Exhibit 1.2
ANNEX I
PRICING AGREEMENT
February 23, 2001
Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Ladies and Gentlemen:
Protective Life Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated February 23, 2001 (the "Underwriting Agreement"),
to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (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 therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of the Underwriter of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, 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
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, at the time and place and at the purchase price to the Underwriter
set forth in Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto.
25
If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding agreement
between the Underwriter and the Company.
Very truly yours,
PROTECTIVE LIFE CORPORATION
By: /s/ Richard J. Bielen
-----------------------------------------
Name: Richard J. Bielen
Title: Senior Vice President, Investments
Accepted as of the date hereof:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Joseph E. (Jeff) Consolino
-----------------------------------------
Name: Joseph E. (Jeff) Consolino
Title: Director
26
SCHEDULE I
Principal Amount
of Designated Securities
Underwriter to be Purchased
--------------------------- -------------------------
Merrill Lynch, Pierce, Fenner
& Smith Incorporate $ 100,000,000
Total. $ 100,000,000
27
SCHEDULE II
Title of Designated Securities:
Floating Rate Senior Notes due February 28, 2003
Aggregate Principal Amount:
$100,000,000
Price to Public:
Initially at 100% of the principal amount of the Designated Securities, and
thereafter at varying prices related to prevailing market prices at time of
resale
Purchase Price by Underwriters:
99.70% of the principal amount of the Designated Securities
Specified Funds for Payment of Purchase Price:
Immediately Available Funds payable to the Company's bank account at:
AmSouth Bank NA
Birmingham, Alabama
RT: 062000019
for: Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama
Account #: 224383
Attn: Charles Evers
Indenture:
Indenture dated June 1, 1994, between the Company and The Bank of New York, as
Trustee, as supplemented by Supplemental Indenture No. 8 dated February 28, 2001
Maturity:
February 28, 2003
Interest Rate:
LIBOR plus 0.375%
Interest Payment Dates:
28
February 28, May 28, August 28 and November 28.
Redemption Provisions:
No redemption provisions.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance Provisions:
The provisions of Section 4.4 of the Indenture shall apply to the Designated
Securities. The provisions of Section 4.5 of the Indenture shall apply to the
Designated Securities with respect of the covenants specified in said Section
4.5.
Time of Delivery:
9:00 am, eastern standard time, February 28, 2001
Closing Location:
The offices of:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Names and Addresses of Representatives:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
29