Exhibit
10(e)(4)


 


AMENDED AND RESTATED


EMPLOYMENT CONTINUATION AGREEMENT


WITH SENIOR OFFICER


 


This Amended and Restated Employment Continuation Agreement dated as of
November 3, 2008 (“Agreement”) is by and between Protective Life
Corporation, a Delaware corporation (the “Company”), and                    
(“Senior Officer”).


 


W  I  T  N  E  S
S  E  T  H :


 


WHEREAS, the Company has determined that Senior Officer holds a
position that is critical to the Company;


 


WHEREAS, the Company believes that, if it is confronted with a
situation that could result in a change in ownership or control of the Company,
continuity of management will be essential to its ability to evaluate and
respond to such situation in the best interests of shareholders;


 


WHEREAS, the Company understands that any such situation could be a
distraction to Senior Officer, to the detriment of the Company and its
shareholders;


 


WHEREAS, the Company desires to assure itself of Senior Officer’s
services during the period in which it is confronting such a situation, and to
provide Senior Officer with certain financial assurances to enable Senior
Officer to perform his or her responsibilities without undue distraction and
without bias due to Senior Officer’s personal circumstances; and


 


WHEREAS, to achieve these objectives, the Company and Senior Officer
have previously entered into an Employment Continuation Agreement (the “Prior
Agreement”) which provided the Company and Senior Officer with certain rights
and obligations upon the occurrence of a Change of Control (as defined in Section 2);


 


NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company and Senior Officer hereby amend and restate the
Prior Agreement to bring it into compliance with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), and to make
certain other changes (as so amended and restated, the “Agreement”) as follows:


 


1.    Effective Date.  The effective date of this Agreement (the “Effective
Date”) shall be the date on which a Change of Control occurs during the term of
this Agreement (as provided in Section 12(c)); provided
that (i) anything in this Agreement to the contrary
notwithstanding, if a Change of Control occurs and if Senior Officer’s
employment with the Company is terminated before the date on which the Change
of Control occurs, and if it is reasonably demonstrated by Senior Officer that
such termination of employment (A) was at the request of a third party who
has taken steps reasonably calculated to effect a Change of Control, or (B) otherwise
arose in connection with or anticipation of a Change of Control, then for all
purposes of this Agreement the “Effective Date” shall mean the date immediately



 

















 


before such termination of employment, and (ii) except as provided
in clause (i) above, if Senior Officer is not employed by the Company on
the date on which a Change of Control occurs, this Agreement shall be void and
without effect.


 


2.  Definition of Change of Control.  Subject to the provisions of Code Section 409A,
a “Change of Control” shall occur when (i) any one person (or more than
one person acting as a group (as provided in Code Section 409A)) (such
person or group, an “Acquiring Person”) acquires ownership of the Company’s
stock that, together with stock previously held by the Acquiring Person,
constitutes more than 50% of the total fair market value or more than 50% of
the total voting power of the Company, or (ii) a majority of the members
of the Board is replaced during any 12-month period by directors whose
appointment or election was not endorsed by a majority of the members of the
Board before the date of the appointment or election, or (iii) an
Acquiring Person acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such Acquiring Person) assets from
the Company that have a total gross fair market value equal to or more than 80%
of the total gross fair market value of the Company’s assets immediately before
such acquisition or acquisitions, or (iv) (except for purposes of Section 1)
any other event or transaction occurs that is declared by resolution of the
Board to constitute a Change in Control for purposes of this Agreement .


 


3.  Employment Period.  Subject to Section 6, the Company agrees
to continue Senior Officer in its employ, and Senior Officer agrees to remain
in the employ of the Company, for the period (the “Employment Period”)
commencing on the Effective Date and ending on the second anniversary of the
Effective Date.


 


4.  Position and Duties.  (a)  No Reduction in Position.  During the Employment Period, Senior Officer’s
position (including titles), authority and responsibilities shall be at least
commensurate with those held, exercised and assigned immediately before the Effective
Date.  Senior Officer’s services shall be
performed at the location where Senior Officer was employed immediately before
the Effective Date.


 


(b) Business Time.  From
and after the Effective Date, Senior Officer agrees to devote Senior Officer’s
full attention during normal business hours to the business and affairs of the
Company and to perform faithfully and efficiently the responsibilities assigned
to Senior Officer to the extent necessary to discharge such responsibilities,
except for periods of vacation, sick leave and other leave to which Senior
Officer is entitled. Senior Officer’s continuing to serve on any boards and
committees on which Senior Officer is serving or with which Senior Officer is
otherwise associated immediately before the Effective Date shall not be deemed
to interfere with the performance of Senior Officer’s services for the Company.


 


5.  Compensation.  (a) Base Salary.  During the Employment Period, Senior Officer
shall receive a base salary at a monthly rate at least equal to the monthly
base salary paid to Senior Officer by the Company immediately before the
Effective Date.  The base salary shall be
reviewed at least once each year after the Effective Date, and may be increased
(but not decreased) at any time and from time to time by action of the Board of
Directors or any committee thereof or any individual having authority to take
such action in accordance with the Company’s regular practices. Senior Officer’s
base salary, as it may be increased from time to time, shall hereafter be
referred to as “Base Salary”.  Neither
the Base Salary nor any 


 


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increase in Base Salary after the Effective Date shall limit or reduce
any other obligation of the Company hereunder.


 


(b)  Annual Bonus and
Incentive Compensation.  During the
Employment Period, in addition to the Base Salary, for each fiscal year of the
Company ending during the Employment Period, Senior Officer shall be entitled
to receive an (i) annual bonus which is at least equal to the greater of (A) the
highest annual bonus, including any bonus provided under the Company’s Annual
Incentive Plan (“AIP”), that had been payable to Senior Officer in respect of
either of the two fiscal years ended immediately before the Effective Date or (B) the
amount that would have been payable to Senior Officer as a target bonus under
any bonus program in which Senior Officer participated (including the AIP) for
the year in which the Effective Date occurs and (ii) long-term incentive
compensation opportunities on terms and conditions no less favorable to Senior
Officer than those applicable to Senior Officer before the Effective Date.  Any amount payable hereunder as an annual
bonus shall be paid later than March 15 of the year following the year for
which the amount is payable, unless electively deferred by Senior Officer
pursuant to any deferral programs or arrangements that the Company may make
available to Senior Officer.


 


(c)  Benefit Plans.  During the Employment Period, Senior Officer
(and, to the extent applicable, Senior Officer’s dependents) shall be entitled
to participate in or be covered under all pension, retirement, deferred
compensation, savings, medical, dental, health, disability, group life,
accidental death and travel accident insurance plans at a level that is
commensurate with Senior Officer’s participation in such plans immediately
before the Effective Date or, if more favorable to Senior Officer, at the level
made available to Senior Officer or other similarly situated employees at any
time thereafter.  Senior Officer shall
also be entitled to receive such perquisites as were generally provided to
Senior Officer in accordance with the Company’s policies and practices
immediately before the Effective Date.


 


(d)  Expenses.  During the Employment Period, Senior Officer
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by Senior Officer in accordance with the policies and procedures of
the Company as in effect immediately before the Effective Date.  Notwithstanding the foregoing, the Company
may apply the policies and procedures in effect after the Effective Date to
Senior Officer, if such policies and procedures are more favorable to Senior
Officer than those in effect immediately before the Effective Date.


 


(e)  Indemnification.  During and after the Employment Period, the
Company shall indemnify Senior Officer and hold Senior Officer harmless from
and against any claim, loss or cause of action arising from or out of or
related in any way to Senior Officer’s performance as an officer, director or
employee of the Company or any of its subsidiaries or in any other capacity,
including any fiduciary capacity, in which Senior Officer serves at the request
of the Company to the maximum extent permitted by applicable law and the
Company’s Certificate of Incorporation and By-Laws (the “Governing Documents”);
provided that in no event shall the
protection afforded to Senior Officer hereunder be less than that afforded
under the Governing Documents as in effect immediately before the Effective
Date.


 


6.  Termination of Employment.  (a)  Death or Disability.  Senior Officer’s employment shall
automatically terminate upon Senior Officer’s death or termination of 


 


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employment due to Disability (as defined below) during the Employment
Period. For purposes of this Agreement, “Disability” shall mean Senior Officer’s
inability to perform the duties of Senior Officer’s position, as determined in
accordance with the policies and procedures applicable with respect to the
Company’s long-term disability plan as in effect immediately before the
Effective Date.


 


(b)  Voluntary Termination.  Anything in this Agreement to the contrary
notwithstanding, Senior Officer may, upon not less than 10 days’ written notice
to the Company, voluntarily terminate employment for any reason (including
early retirement under the terms of any of the Company’s retirement plans as in
effect from time to time) during the Employment Period; provided
that any termination of employment by Senior Officer pursuant to Section 6(d) on
account of Good Reason (as defined therein) shall not be treated as a voluntary
termination under this Section 6(b).


 


(c)  Cause.  The Company may terminate Senior Officer’s
employment for Cause.  For purposes of
this Agreement, “Cause” shall mean (i) Senior Officer’s conviction or plea
of nolo contendere to a felony; (ii) an
act or acts of extreme dishonesty or gross misconduct on Senior Officer’s part
which result or are intended to result in material damage to the Company’s
business or reputation; or (iii) repeated material violations by Senior
Officer of Senior Officer’s obligations under Section 4, which violations
are demonstrably willful and deliberate on Senior Officer’s part and which
result in material damage to the Company’s business or reputation.


 


(d)  Good Reason.  Senior Officer may terminate employment for
Good Reason.  For purposes of this
Agreement, “Good Reason” shall mean the occurrence of any of the following,
without the express written consent of Senior Officer, after the Effective
Date:


 


(i)  (A) the assignment to Senior Officer of any duties
inconsistent in any material adverse respect with Senior Officer’s position
(including titles), authority or responsibilities as contemplated by Section 4,
or (B) any other material adverse change in such position (including
titles), authority or responsibilities;


 


(ii)  any failure by the Company to comply with any of the
provisions of Section 5, other than an insubstantial or inadvertent
failure remedied by the Company promptly after receipt of notice thereof given
by Senior Officer;


 


(iii)  the Company’s requiring Senior Officer to be based at any
office or location more than 20 miles from that location at which Senior
Officer performed services specified under the provisions of Section 4
immediately before the Change of Control, except for travel reasonably required
in the performance of Senior Officer’s responsibilities; or


 


(iv) any failure by the Company to obtain the assumption and
agreement to perform this Agreement by a successor as contemplated by Section 11(b).


 


In no event shall the mere occurrence of a Change of Control, absent
any further impact on Senior Officer, be deemed to constitute Good Reason.


 


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(e)  Notice of Termination.  Any termination of Senior Officer’s
employment by the Company for Cause or by Senior Officer for Good Reason shall
be communicated by Notice of Termination to the other party hereto given in
accordance with Section 12(e).  For
purposes of this Agreement, a “Notice of Termination” shall mean a written
notice given, in the case of a termination for Cause, within 10 business days
of the Company’s having actual knowledge of the events giving rise to such
termination, and in the case of a termination for Good Reason, within 180 days
of Senior Officer’s having actual knowledge of the events giving rise to such
termination, and which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Senior Officer’s
employment under the provision so indicated, and (iii) if the termination
date is other than the date of receipt of such notice, specifies the termination
date of this Agreement (which date shall be not more than 15 days after the
giving of such notice).  The failure by
Senior Officer to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason shall not waive any
right of Senior Officer hereunder or preclude Senior Officer from asserting
such fact or circumstance in enforcing Senior Officer’s rights hereunder.


 


(f)  Date of Termination.  For purposes of this Agreement, the term “Date
of Termination” shall mean (i) in the case of a termination of employment
for which a Notice of Termination is required, the date of receipt of such
Notice of Termination or, if later, the date specified therein, and (ii) in
all other cases, the actual date on which Senior Officer’s employment
terminates during the Employment Period.


 


7.  Obligations of the Company
upon Termination.  (a)  Death
or Disability.  If Senior Officer’s
employment is terminated during the Employment Period by reason of Senior
Officer’s death or Disability, this Agreement shall terminate without further
obligations to Senior Officer or Senior Officer’s legal representatives under
this Agreement other than those obligations accrued hereunder at the Date of
Termination, and the Company shall pay to Senior Officer (or Senior Officer’s
beneficiary or estate) (i) Senior Officer’s full Base Salary through the
Date of Termination (the “Earned Salary”), (ii) any vested amounts or
benefits owing to Senior Officer under the Company’s otherwise applicable
employee benefit plans and programs, including any compensation previously
deferred by Senior Officer (together with any accrued earnings thereon) and not
yet paid by the Company and any accrued vacation pay not yet paid by the
Company (the “Accrued Obligations”), and (iii) any other benefits payable
due to Senior Officer’s death or Disability under the Company’s plans,
policies, programs or arrangements (the “Additional Benefits”).


 


Any Earned Salary shall be paid in cash in a single lump sum as soon as
practicable, but in no event more than 10 business days (or at such earlier
date required by law), following the Date of Termination.  Accrued Obligations and Additional Benefits
shall be paid in accordance with the terms of the applicable plan, policy,
program or arrangement.


 


(b)  Cause and Voluntary
Termination.  If, during the
Employment Period, Senior Officer’s employment is terminated for Cause or
voluntarily terminated by Senior Officer (other than on account of Good Reason
following a Change of Control) in accordance with Section 6(b), the
Company shall pay Senior Officer (i) the Earned Salary in cash in a single
lump sum as soon as practicable, but in no event more than 10 business days (or
such earlier 


 


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date required by law), following the Date of Termination, and (ii) the
Accrued Obligations in accordance with the terms of the applicable plan,
policy, program or arrangement.


 


(c)  Termination by the
Company other than for Cause and Good Reason Termination by Senior Officer.


 


(i)            Lump Sum Payments.  If either (a) the Company terminates
Senior Officer’s employment other than for Cause during the Employment Period
or (b) Senior Officer terminates employment for Good Reason at any time
during the Employment Period, then the Company shall pay to Senior Officer the
following amounts:


 


(A)  Senior Officer’s Earned
Salary;


 


(B)  a cash amount (the “Severance
Amount”) equal to two (2) times the sum of


 


(1)           Senior Officer’s annual Base
Salary; and


 


(2)                                  the greater of (i) the
average of the bonus amount payable (including any amounts payable under the
AIP) to Senior Officer (including any amounts the receipt of which Senior
Officer elected to defer) with respect to the three fiscal years of the Company
(or, if fewer, the number of such fiscal years in which Senior Officer was an
employee of the Company or its affiliates) immediately before the Change in
Control (including, for this purpose, any AIP Payout (as defined in Section 7(c)(i)(C))
or (ii) the average of the bonus amount payable (including any amounts
payable under the AIP) to Senior Officer (including any amounts the receipt of
which Senior Officer elected to defer) with respect to the three fiscal years
of the Company (or, if fewer, the number of such fiscal years in which Senior
Officer was an employee of the Company or its affiliates) immediately before
the Date of Termination (including, for this purpose, any AIP Payout); and


 


(C)        if Senior
Officer has an annual cash bonus opportunity (including a cash bonus  opportunity under the AIP) outstanding and
unpaid as of the Date of Termination, a cash payment (the “AIP Payout”) equal
to (1) if the Date of Termination is before December 31 of the fiscal
year of the Company to which such bonus opportunity relates, an amount equal to
Senior Officer’s target bonus opportunity under such bonus plan for such fiscal
year, and (2) if the Date of Termination is on or after December 31
of the fiscal year of the Company to which such bonus opportunity relates, an
amount equal to the amount Senior Officer would have received under such bonus
plan for such fiscal year based on actual achievement of the performance goals
with respect thereto (assuming, for this purpose, that all subjective
performance measures are achieved at a level equal to the greater of the level
determined by the Company pursuant to the terms of such bonus plan and
100%).  Payment of the AIP Payout shall
be in lieu of payment of any annual cash bonus opportunity 


 


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otherwise due and payable with respect to the fiscal year of the
Company referred to in this Section 7(c)(i)(C).


 


(D)       the Accrued Obligations.


 


Subject to Section 7(f), the Earned Salary and Severance Amount
shall be paid in cash in a single lump sum as soon as practicable, but in no
event more than 10 business days (or such earlier date required by law),
following the Date of Termination. 
Subject to Section 7(f), the AIP Payout shall be paid in cash in a
single lump sum (a) if payable under Section 7(c)(i)(C)(1), as soon
as practicable, but in no event more than 10 business days (or such earlier
date required by law), following the Date of Termination, and (b) if
payable under Section 7(c)(i)(C)(2), as soon as practicable, but in no
event later than the earlier of (i) 30 business days (or such earlier date
required by law) following the Date of Termination and (ii) March 15
of the year following the calendar year for which the AIP Payout is
payable.  Accrued Obligations shall be
paid in accordance with the terms of the applicable plan, policy, program or
arrangement.


 


(ii)  Supplemental Retirement
Payment.  If Senior Officer is
entitled to receive the Severance Amount described in Section 7(c)(i),
Senior Officer shall be entitled to receive a supplemental retirement payment,
payable in a cash lump sum, equal in value to the actuarial equivalent (as
defined below) of (A) the monthly benefit payable to Senior Officer
(expressed as a life annuity payable commencing at the later of the Date of
Termination and age 65) determined by adding three years to Senior Officer’s
credited service as determined at Senior Officer’s Date of Termination under
the terms of Company’s qualified defined benefit pension plan and supplemental
or excess pension plan (collectively, the “Pension Plans”) as in effect
immediately before the Change in Control (subject to any maximum on credited
service set forth in the Pension Plans), minus (B) the
monthly benefit payable to Senior Officer (expressed as a life annuity payable
commencing at the later of the Date of Termination and age 65) determined
pursuant to the terms of all defined benefit pension plans (including the
Pension Plans), active or frozen, in which Senior Officer is a participant at
Senior Officer’s Date of Termination if such plans are sponsored by the Company
or its successors or affiliates.


 


For purposes of this Agreement, “actuarial equivalent” shall mean a
benefit actuarially equal in value to the value of a given benefit in a given
form or schedule, based upon (1) the mortality table or tables (including
any set backs of ages) used to calculate actuarial equivalents under the
Pension Plans as of the date on which an actuarial equivalent is being
determined under this Agreement and (2) an interest rate equal to the sum
of (A) the yield on U.S. 10-year Treasury Notes at constant maturity as
most recently published by the Federal Reserve Bank of New York before Senior
Officer’s Date of Termination; provided, however,
that if such yield has not been so published within 90 days before Senior
Officer’s Date of Termination, the interest rate shall be the yield on
substantially similar securities on the business day before Senior Officer’s
Date of Termination as determined by 


 


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Regions Bank N.A. upon the request of either the Company or Senior
Officer, plus (B) .75%.


 


For purposes of making the foregoing determinations, at the request of
Senior Officer in writing within 5 days of Senior Officer’s receipt of Notice
of Termination or Senior Officer’s Date of Termination, but in either event at
the Company’s expense, the independent pension consultants most recently used
by the Company in connection with its qualified pension plan before the Change
in Control shall be engaged and shall certify the benefits due to Senior
Officer under this Section 7(c)(ii) in writing within 30 days after
the Date of Termination.  In any event,
the supplemental retirement payment shall be paid to Senior Officer (subject to
Section 7(f)) no later than 45 days after the Date of Termination.  If the amount to be offset under clause (B) of
the first paragraph of this Section 7(c)(ii) has not been determined
within 30 days after the Date of Termination, no such offset shall be
permitted.


 


(iii)  Continuation of
Benefits. If Senior Officer is entitled to receive the Severance Amount
described in Section 7(c)(i), Senior Officer (and, to the extent
applicable, Senior Officer’s dependents) shall be entitled, after the Date of
Termination and until the earlier of (A) the second anniversary of the
Date of Termination (the “End Date”) or (B) the date Senior Officer
becomes eligible for comparable benefits under a similar plan, policy or
program of a subsequent employer, to continue participation in all of the
Company’s employee welfare benefit plans including the Company’s hospital,
medical, accident, disability, and life insurance plans (the “Benefit Plans”)
as were generally provided to Senior Officer in accordance with the Company’s
policies and practices immediately before the Effective Date.  To the extent any such benefits cannot be
provided under the terms of the applicable plan, policy or program, the Company
shall pay Senior Officer an amount equal to the cost to the Company of
providing such coverage at the same time as the Severance Amount is payable to
Senior Officer.  Senior Officer’s
participation in the Benefit Plans will be on the same terms and conditions
that would have applied had Senior Officer continued to be employed by the
Company through the End Date.  To the
extent any Benefit Plan is a self-insured group health or dental benefit plan,
then in addition to any other limitation provided hereunder, the period of
coverage provided by this Section 7(c)(iii) under such self-insured
group health or dental benefit plan shall not exceed the period of time during
which Senior Officer would be entitled to receive continuation coverage under
Code Section 4980B (“COBRA”) if Senior Officer had elected such coverage
and paid the premiums required by COBRA. 
To the extent that immediately preceding sentence applies, the Company
shall pay Senior Officer an amount equal to the cost of such COBRA continuation
coverage for a period equal to the excess of (i) 24 months minus (ii) the
number of months of COBRA coverage initially available to Senior Officer, as
determined in good faith by the Company, at the same time as the Severance
Amount is payable to Senior Officer.


 


(d)   Discharge of the Company’s
Obligations.  Except as expressly
provided in the last sentence of this Section 7(d), the amounts payable to
Senior Officer pursuant to this Section 7 (whether or not reduced pursuant
to Section 7(e)) following termination of Senior Officer’s 


 


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employment shall be in full and complete satisfaction of Senior Officer’s
rights under this Agreement and any other claims Senior Officer may have in
respect of employment by the Company or any of its subsidiaries.  Such amounts shall constitute liquidated
damages with respect to any and all such rights and claims and, upon Senior
Officer’s receipt of such amounts, the Company shall be released and discharged
from any and all liability to Senior Officer in connection with this Agreement
or otherwise in connection with Senior Officer’s employment with the Company
and its subsidiaries.  Nothing in this Section 7(d) shall
be construed to release the Company from its commitment to indemnify Senior
Officer and hold Senior Officer harmless as provided in Section 5(e).


 


(e)   Certain Further Payments
by the Company.


 


(i)  If any amount or benefit paid or distributed to Senior
Officer pursuant to this Agreement, taken together with any amounts or benefits
otherwise paid or distributed to Senior Officer by the Company or any
affiliated company (including any distribution or payment made pursuant to the
terms of the Company’s compensation plans or arrangements) (collectively, the “Covered
Payments”) are or become subject to the tax (the “Excise Tax”) imposed under
Code Section 4999 or any similar tax that may hereafter be imposed, the
Company shall pay to Senior Officer at the time specified in Section 7(e)(v) an
additional amount (the “Tax Reimbursement Payment”) such that the net amount
retained by Senior Officer with respect to such Covered Payments, after
deduction of any Excise Tax on the Covered Payments and any Federal, state and
local income or employment tax and Excise Tax on the Tax Reimbursement Payment
provided for by this Section 7(e), but before deduction for any Federal,
state or local income or employment tax withholding on such Covered Payments,
shall be equal to the amount of the Covered Payments.


 


(ii)  For purposes of determining whether any of the Covered
Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) such
Covered Payments will be treated as “parachute payments” within the meaning of
Code Section 280G, and as all “parachute payments” in excess of the “base
amount” (as defined under Code Section 280G(b)(3)) shall be treated as
subject to the Excise Tax, unless, and except to the extent that, in the good
faith judgment of the Company’s independent certified public accountants
appointed before the Effective Date or tax counsel selected by such accountants
(collectively, the “Accountants”), the Company has a reasonable basis to
conclude that such Covered Payments (in whole or in part) either do not
constitute “parachute payments” or represent reasonable compensation for
personal services actually rendered (within the meaning of Code Section 280G(b)(4)(B))
in excess of the “base amount,” or such “parachute payments” are otherwise not
subject to such Excise Tax, and (B) the value of any non-cash benefits or
any deferred payment or benefit shall be determined by the Accountants in
accordance with the principles of Code Section 280G.


 


(iii)  For purposes of determining the amount of the Tax
Reimbursement Payment, Senior Officer shall be deemed to pay: (A) Federal
income taxes at the highest applicable marginal rate of Federal income taxation
for the calendar year 


 


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in which the Tax Reimbursement Payment is to be made, and (B) any
applicable state and local income taxes at the highest applicable marginal rate
of taxation for the calendar year in which the Tax Reimbursement Payment is to
be made, net of the maximum reduction in Federal income taxes which could be
obtained from the deduction of such state or local taxes if paid in such year.


 


(iv)  If the Excise Tax is subsequently determined by the
Accountants or pursuant to any proceeding or negotiations with the Internal
Revenue Service to be less than the amount taken into account hereunder in
calculating the Tax Reimbursement Payment made, Senior Officer shall repay to
the Company, at the time that the amount of such reduction in the Excise Tax is
finally determined, the portion of such prior Tax Reimbursement Payment that
would not have been paid if such Excise Tax had been applied in initially
calculating such Tax Reimbursement Payment, plus interest on the amount of such
repayment at the rate provided in Code Section 1274(b)(2)(B).  Notwithstanding the foregoing, if any portion
of the Tax Reimbursement Payment to be refunded to the Company has been paid to
any Federal, state or local tax authority, repayment thereof shall not be
required until actual refund or credit of such portion has been made to Senior
Officer, and interest payable to the Company shall not exceed interest received
or credited to Senior Officer by such tax authority for the period it held such
portion.  Senior Officer and the Company
shall mutually agree upon the course of action to be pursued (and the method of
allocating the expenses thereof) if Senior Officer’s good faith claim for
refund or credit is denied.


 


If the Excise Tax is later determined by the Accountants or pursuant to
any proceeding or negotiations with the Internal Revenue Service to exceed the
amount taken into account hereunder at the time the Tax Reimbursement Payment
is made (including by reason of any payment the existence or amount of which
cannot be determined at the time of the Tax Reimbursement Payment), the Company
shall make an additional Tax Reimbursement Payment in respect of such excess
(plus any interest or penalty payable with respect to such excess) at the time
that the amount of such excess is finally determined but in no event later than
December 31 of the year following the calendar year in which such excess
is paid by Senior Officer.


 


(v)  The Tax Reimbursement Payment (or portion thereof) provided
for in Section 7(e)(i) shall be paid to Senior Officer not later than
10 business days following the payment of the Covered Payments; provided, however, that if the amount of such Tax
Reimbursement Payment (or portion thereof) cannot be finally determined on or
before the date on which payment is due, the Company shall pay to Senior
Officer by such date an amount estimated in good faith by the Accountants to be
the minimum amount of such Tax Reimbursement Payment and shall pay the
remainder of such Tax Reimbursement Payment (together with interest at the rate
provided in Code Section 1274(b)(2)(B)) as soon as the amount thereof can
be determined, but in no event later than 45 calendar days after payment of the
related Covered Payment.  If the amount
of the estimated Tax Reimbursement Payment exceeds the amount subsequently
determined to have been due, such excess shall constitute a loan by the Company
to Senior Officer, 


 


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payable on the fifth business day after written demand by the Company
for payment (together with interest at the rate provided in Code Section 1274(b)(2)(B)).


 


(f)  Delay of Payments.  Any provision of this Agreement to the
contrary notwithstanding and subject to Code Section 409A, if Senior
Officer is a Specified Employee (as defined below), any payments due under this
Agreement to Senior Officer that are treated as deferred compensation for
purposes of Code Section 409A (such as the Severance Amount) and that are
payable on account of a termination of employment shall be made on the later to
occur of the time otherwise specified in this Section 7 and the first
business day after the date that is six months after Senior Officer’s Date of
Termination (or, if earlier, within 15 business days after the date of death of
Senior Officer). Senior Officer will be a Specified Employee if, with respect
to April 1 of each calendar year (beginning April 1, 2005) and for
the 12-month period thereafter, Senior Officer meets the definition of “key
employee” of the Company under Code Section 416(i) (without regard to
Code Section 416(i)(5)) at any time during the preceding calendar year,
all as provided in Code Section 409A.


 


8.  Non-exclusivity of Rights.  Except as expressly provided herein, nothing
in this Agreement shall prevent or limit Senior Officer’s continuing or future
participation in any benefit, bonus, incentive or other plan or program
provided by the Company or any of its affiliated companies and for which Senior
Officer may qualify, or limit or otherwise prejudice such rights as Senior
Officer may have under any other agreements with the Company or any of its
affiliated companies.  Amounts which are
vested benefits or which Senior Officer is otherwise entitled to receive under
any plan or program of the Company or any of its affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance with such
plan or program.


 


9.  Full Settlement.  The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including any set-off,
counterclaim, recoupment, defense or other right which the Company may have
against Senior Officer or others whether by reason of the subsequent employment
of Senior Officer or otherwise.


 


10.  Legal Fees and Expenses.  If Senior Officer asserts any claim in any
contest (whether initiated by Senior Officer or by the Company) as to the
validity, enforceability or interpretation of any provision of this Agreement,
the Company shall pay Senior Officer’s legal expenses (or cause such expenses
to be paid) in accordance with Section 12(j) of this Agreement,
including Senior Officer’s reasonable attorney’s fees, on a quarterly basis,
upon presentation of proof of such expenses; provided
that Senior Officer shall reimburse the Company for such amounts,
plus simple interest thereon at the 90-day United States Treasury Bill rate as
in effect from time to time, compounded annually, if Senior Officer shall not
prevail, in whole or in part, as to any material issue as to the validity,
enforceability or interpretation of any provision of this Agreement.


 


11.  Successors.  (a)  This Agreement is personal to
Senior Officer and, without the prior written consent of the Company, shall not
be assignable by Senior Officer otherwise than by will or the laws of descent
and distribution.  This Agreement shall
inure to the benefit of and be enforceable by Senior Officer’s legal
representatives.


 


11

















 


(b)  This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors.  The Company shall require
any successor to all or substantially all of the business and/or assets of the
Company, whether direct or indirect, by purchase, merger, consolidation,
acquisition of stock, or otherwise, by an agreement in form and substance
satisfactory to Senior Officer, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent as the Company would be
required to perform if no such succession had taken place.


 


12.  Miscellaneous.  (a)  Applicable Law; Interpretation.  This Agreement shall be governed by and
construed and conferred in accordance with the laws of the State of Delaware
applied without reference to principles of conflict of laws.  If any provision of this Agreement is invalid
or unenforceable, the validity and enforceability of the remaining provisions
hereof shall not be affected.  The
masculine shall include the feminine (and vice versa),
the single shall include the plural (and vice versa),
and the words “include” and “including” shall be deemed to be followed by the
phrase “without limitation” unless the context clearly requires otherwise.  This Agreement may be executed by manual or
facsimile signature.  The headings in
this Agreement are solely for convenience and shall not affect the meaning or
interpretation of this Agreement.


 


(b)  Arbitration. 
Any dispute or controversy arising under or in connection with this
Agreement shall be resolved by binding arbitration.  The arbitration shall be held at a site
selected by the arbitrators and except to the extent inconsistent with this
Agreement, shall be conducted in accordance with the Expedited Employment
Arbitration Rules of the American Arbitration Association then in effect
at the time of the arbitration, and otherwise in accordance with principles
which would be applied by a court of law or equity.  The arbitrator shall be acceptable to both
the Company and Senior Officer.  If the
parties cannot agree on an acceptable arbitrator, the dispute shall be heard by
a panel of three arbitrators, one appointed by each of the parties and the
third appointed by the other two arbitrators.


 


(c)  Agreement Term, Termination and Amendment.  The initial term of this Agreement shall begin
on the date hereof and shall terminate on May 1, 2012.  On each May 1 beginning May 1,
2009, the term of this Agreement shall automatically extend by one year unless
at least 30 days prior to such May 1 the Board of Directors of the Company
determines, and the Company so notifies Senior Officer, that there will be no
such extension.  The determination made
by the Board of Directors as set forth in the preceding sentence shall not be
effective if it is reasonably demonstrated by Senior Officer that such
determination (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control, or (ii) otherwise
arose in connection with or anticipation of a Change of Control.  This Agreement may be amended or modified
only by a written agreement signed by the parties hereto or by their respective
successors and legal representatives.


 


(d)  Entire Agreement. This Agreement shall constitute the
entire agreement between the parties hereto with respect to the matters
referred to herein and, without limiting the generality of the foregoing, any
Employment Continuation Agreement executed between the Company and Senior
Officer before the date of this Agreement is hereby terminated.  There are no promises, representations,
inducements or statements between the parties other than those that are
expressly contained herein.  Senior
Officer is entering into this Agreement of 


 


12

















 


Senior Officer’s own free will and accord, and with no duress, has read
this Agreement, and understands it and its legal consequences.


 


(e)  Notices.  All
notices and other communications hereunder shall be in writing and shall be
given by hand-delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:


 


	
  If
  to Senior Officer:

  	
   

  	
  at
  the home address of Senior Officer as set forth in the records of the Company

  
	
   

  	
   

  	
   

  
	
  If
  to the Company:

  	
   

  	
  Protective
  Life Corporation

  
	
   

  	
   

  	
  2801
  Highway 280 South

  
	
   

  	
   

  	
  Birmingham,
  Alabama 35223

  
	
   

  	
   

  	
  Attn:
  General Counsel

  



 


or to such other address as either party shall have furnished to the
other in writing in accordance herewith. 
Notices and communications shall be effective when actually received by
the addressee.


 


(f)  Confidentiality. 
Senior Officer agrees to keep the terms of this Agreement confidential
and agrees not to voluntarily disclose any information concerning this
Agreement to anyone except Senior Officer’s spouse, parents, legal counsel or
accountant and provided that they (each and all) agree at Senior Officer’s risk
to keep such information confidential and not disclose it to others; provided that this nondisclosure provision does not prohibit
disclosure (1) at the direction or with the consent of the President or an
Executive Vice President of the Company, (2) to tax agencies, (3) as
required by law or court order, or (4) as may be necessary to enforce
Senior Officer’s rights under this Agreement.


 


(g)  Tax Withholding. 
The Company may withhold from any amounts payable under this Agreement
such Federal, state, local, or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.


 


(h) Waivers.  The
failure of Senior Officer or the Company to insist upon strict compliance with
any provision of this Agreement or the failure to assert any right Senior
Officer or the Company may have hereunder, including the right of Senior
Officer to terminate employment for Good Reason, shall not be deemed to be a
waiver of such provision or right or of any other provision or right of this
Agreement.


 


(i)  Employment at Will. 
Senior Officer and the Company acknowledge that, except as may otherwise
be provided under any other written agreement between Senior Officer and the
Company, the employment of Senior Officer by the Company is “at will” and,
subject to Section 1, Senior Officer’s employment may be terminated by
either Senior Officer or the Company at any time prior to the Effective Date,
in which case Senior Officer shall have no further rights under this Agreement.


 


(j)  Reimbursement of Expenses.  Except as permitted by Code Section 409A,
(i) the right to reimbursement of expenses under this Agreement shall not
be subject to liquidation or exchange for another benefit, (ii) the amount
of expenses eligible for reimbursement under 


 


13

















 


this Agreement provided during any taxable year shall not affect the
expenses eligible for reimbursement to be provided in any other taxable year,
provided that the foregoing clause (ii) shall not be violated without
regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely
because such expenses are subject to a limit related to the period the arrangement
is in effect and (iii) such payments shall be made on or before the last
day of Senior Officer’s taxable year following the taxable year in which the
expense was incurred.


 


(k)  Termination of Employment.  For all purposes of this Agreement, Senior
Officer shall not have “termination of employment” (and corollary terms) from
the Company unless and until Senior Officer has a “separation from service” (as
determined under Code Section 409A as uniformly applied in accordance with
such rules as shall be established from time to time by the Company).


 


(l)  Amendment to LTIP. 
Senior Officer hereby agrees to the terms of the Company’s Long-Term
Incentive Plan as amended and restated as of December 31, 2008 (the “Amended
LTIP”) and to the application of terms of the Amended LTIP to any awards
previously granted to Senior Officer.


 


IN WITNESS
WHEREOF, the Company and Senior Officer have duly executed this Agreement as of
the day and year first above written.


 


 


	
   

  	
  PROTECTIVE
  LIFE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  John
  D. Johns

  
	
   

  	
  Title:

  	
  Chairman
  of the Board, President and

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SENIOR
  OFFICER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
					



 


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