Exhibit 10(f)(2)


 


PROTECTIVE
LIFE CORPORATION


DEFERRED
COMPENSATION PLAN


FOR
DIRECTORS WHO ARE NOT EMPLOYEES OF THE COMPANY


(AS
AMENDED AND RESTATED AS OF DECEMBER 31, 2008)


 


Section 1.              Purpose; Plan Eligibility


 


The purpose of this Plan is to provide a program
through which eligible Directors of the Company can save for retirement and
other long-term needs by deferring the receipt of all or a portion of such
Director’s Deferrable Compensation.


 


Section 2.              Definitions


 


“Account” shall mean a book entry account
established by the Company to record the amounts credited to a Participant with
respect to the Participant’s Deferral Elections under Section 3 (and
earnings thereon).


 


“Average Daily
Balance”
shall mean, with respect to the LIBOR Fund in a Participant’s Account, the
quotient obtained by dividing the sum of the closing balance in the LIBOR Fund
at the end of each calendar day in a calendar month by the number of calendar
days in such calendar month.


 


“Board” shall mean the Board of Directors of the
Company or any duly authorized committee thereof.


 


“Change in Control” shall mean, subject to the provisions of
Code Section 409A, the occurrence of one or more of the following: (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.


 


“Closing Price” of the Common Stock on any trading day
shall mean the closing price for a share of the Common Stock on the Composite
Tape for the New York Stock Exchange or, if the Common Stock is not listed on
such Exchange, on the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended, on which the Common
Stock is listed or, if the Common Stock is not listed on any such exchange, the
average


 

















 


of the daily closing bid quotations with respect to a
share of the Common Stock on the National Association of Securities Dealers, Inc.,
Automated Quotations Systems or any successor or similar system then in use or,
if no such quotations are available, the fair market value of a share of the
Common Stock as determined by a majority of the Board.


 


“Code” shall mean the Internal Revenue Code of
1986, as amended from time to time. 
Reference to a Section of the Code shall include that Section, the
regulations promulgated thereunder, and any comparable section of any future
legislation that amends, supplements or supersedes such Section, effective as
of the date such comparable Section is effective with respect to the Plan.


 


“Common Stock” shall mean the common stock of the
Company.


 


“Company” shall mean Protective Life Corporation,
a Delaware corporation, and any successor thereto.


 


“Deferrable
Compensation”
shall mean all annual retainers (except any voluntary contributions to the
Company’s Political Action Committees paid out of such retainers) and Board and
Board committee meeting fees (including retainers and fees payable in Common
Stock) payable by the Company to a Participant for serving as a member of the
Board or one or more of its committees.


 


“Deferral Election” shall mean the election by a Participant
to defer receipt of Deferrable Compensation pursuant to Section 3.


 


“Disability” shall mean that the Participant (1) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of at least 12 months,
(2) is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of at least 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health
plan covering employees of the Participant’s employer, or (3) has been
determined to be totally disabled by the Social Security Administration.


 


“LIBOR Fund” shall mean a hypothetical or “phantom”
fund in a Participant’s Account that is deemed to be earning interest at the
LIBOR Rate.


 


“LIBOR Rate” for each calendar month shall mean the
30-Day London Interbank Offered Rate (LIBOR) for the last business day of the
immediately preceding calendar month as reported on the Bloomberg financial
news system (or such other successor or comparable system as the Board may
designate), plus 75 basis points.


 


“Participant” shall mean each member of the Board who
is not an employee of the Company or its subsidiaries and who elects to
participate in the Plan.


 


2

















 


“Plan” shall mean the Protective Life
Corporation Deferred Compensation Plan for Directors Who Are Not Employees of
the Company, as from time to time amended.


 


“Plan Year” shall mean each period beginning on January 1
and ending on December 31 of the same year.


 


“Post-2004
Subaccount”
shall mean a subaccount for all amounts credited to a Participant’s Account
after December 31, 2004 (and earnings thereon).


 


“Pre-2005
Subaccount”
shall mean a subaccount for all amounts credited to a Participant’s Account
before January 1, 2005 (and earnings thereon).


 


“Protective Stock
Fund” shall
mean a hypothetical or “phantom” fund in a Participant’s Account that is deemed
to be invested primarily in Common Stock.


 


“Specified Employee” shall mean, with respect to April 1
of each Plan Year (beginning April 1, 2005) and for the 12-month period
thereafter, any person who met the definition of a “key employee” of the
Company under Code Section 416(i) (without regard to Code Section 416(i)(5))
at any time during the preceding Plan Year, all as provided in Code Section 409A.


 


“Termination of
Service”
shall mean the good-faith and complete termination of the Participant’s service
as a Director of the Company and its affiliated companies, within the meaning
of a “separation from service” under Code Section 409A.


 


Section 3.              Deferral of Compensation


 


(a)  Deferral Election.  On or before December 31 of each
calendar year, a Participant may elect to defer receipt of Deferrable
Compensation otherwise payable to the Participant in a subsequent calendar
year.  Furthermore, when a Participant
first becomes eligible to participate in the Plan, the Participant may elect,
within the 30 day period immediately following such eligibility date, to defer receipt
of Deferrable Compensation otherwise payable to the Participant in the calendar
year in which such eligibility date occurs (and after the date of the Deferral
Election).  A Deferral Election shall be
made by written or electronic notice on a form or in a manner prescribed by or
acceptable to the Company and shall be effective only when properly filed with
the Company.  The Company may from time
to time establish minimum and maximum amounts (which may be stated as
percentages of Deferrable Compensation) that a Participant may defer.  Any Deferral Election shall be subject to
such conditions as the Company shall determine.


 


(b)  Form and Duration of Election to
Participate.  Unless otherwise
specified in the Deferral Election, a Deferral Election made by a Participant
shall continue in effect (including with respect to Deferrable Compensation
payable in subsequent calendar years) unless and until the Participant revokes
or modifies such election by written or electronic notice on a form or in a
manner prescribed by or acceptable to, and filed with, the Company.  Any such revocation or modification of a
Deferral Election shall become effective only with respect to Deferrable


 


3

















 


Compensation payable with respect to services
performed in the calendar year following the Company’s receipt of such
revocation or modification.


 


(c)  Renewal.  A Participant who has revoked a Deferral
Election may file a new Deferral Election to defer Deferrable Compensation
payable with respect to services performed in the calendar year following the
year in which such new Deferral Election is filed.


 


Section 4.              Deferred Compensation Account


 


(a)   General.  The Company shall establish and maintain a
separate Account for each Participant. 
The Company shall also establish and maintain (1) the appropriate
LIBOR Fund and Protective Stock Fund within each Account, and (2) the
appropriate Pre-2005 Subaccount and Post-2004 Subaccount within each
Account.  Within each Account and
Subaccount, the Company may establish and maintain records on a Plan Year
basis, on an aggregate basis, or in such other manner as it may from time to
time determine.


 


(b)  Credits to Accounts.  Before January 1, 2005, the Company
credited cash or stock allotments to the Participant Accounts as set forth in
the Plan as in effect at such time. 
Effective as of January 1, 2005, as of the date that any Deferrable
Compensation would otherwise have been paid to a Participant, the Company shall
credit the amount otherwise due to the Participant to the Participant’s
Account. Each amount credited to an Account shall also be allocated to the
appropriate Subaccount or Subaccounts within such Account.


 


(c)  Investment Election.  Each Participant shall from time to time
designate, in such manner as may be approved by the Company, the amount to be
allocated to each of the LIBOR Fund or to the Protective Stock Fund, as elected
by the Participant.  The Company may, in
its discretion, (1) establish minimum amounts (in terms of dollar amounts
or percentages) that may be allocated to either Fund, and (2) establish rules regarding
the time at which any such election (or any change in such election permitted
under Section 4(d)) shall become effective. Transfers between the LIBOR
Fund and the Protective Stock Fund in a Participant’s Account shall not be
permitted.  If a Participant fails to
make a valid election with respect any amount allocated to the Participant’s
Account (or if any such election ceases to be effective), such amount shall be
deemed invested in the LIBOR Fund.


 


(d)  Change in Designation of Funds.  Any change in the Funds designated with
respect to all or any portion of a Participant’s Account shall comply with the
currently applicable rules established by the Committee and all rules applicable
with respect to any initial designation of such Phantom Funds.


 


(e)  Allocations to LIBOR Fund.   Allocations to the LIBOR Fund shall be based
upon the amount deferred as of the date of allocation.


 


(f)  Allocations to Protective Stock Fund.   If Deferrable Compensation that was payable
in shares of Common Stock has been deferred and allocated to the Protective
Stock Fund, a number of stock equivalents equal to the number of shares of
Common Stock deferred shall be


 


4

















 


credited to the Participant’s Account as of the date
such Deferrable Compensation would otherwise have been paid to the
Participant.  If Deferrable Compensation
that was payable in cash has been deferred and allocated to the Protective
Stock Fund, the Protective Stock Fund in the Participant’s Account shall be
credited with a stock equivalent that shall be equal to the number of full and
fractional shares of Common Stock that could be purchased with the dollar
amount of the allocation, based on the average of the Closing Price of the
Common Stock for the twenty (20) trading days ending on the day preceding the
date of allocation.


 


(g)  Crediting of Phantom Investment
Experience.  (1) LIBOR Fund.    If any portion of a Participant’s Account
is deemed to be invested in the LIBOR Fund, interest at the LIBOR Rate on the
Average Daily Balance of the LIBOR Fund shall be credited to the Participant’s
Account as of the last day of each calendar month until the total balance in
the Account has been paid out in accordance with the provisions of Section 6
or Section 7.


 


(2)  Protective Stock Fund.  If any portion of a Participant’s Account is
deemed to be invested in the Protective Stock Fund, the Account shall be
credited as of the payment date for each dividend on the Common Stock with
additional stock equivalents computed by (A) multiplying the dividend
paid, either in cash or property (other than Common Stock), upon a share of
Common Stock to a shareholder of record by the number of stock equivalents in
the Account, and (B) dividing the product thereof by the Closing Price on
the trading day preceding the dividend payment date.  In the case of dividends payable in property,
the amount paid shall be based on the fair market value of the property at the
time of distribution of the dividend, as determined by a majority of the Board.


 


Section 5.              Vesting of Account


 


Each Participant’s Account shall be fully vested at
all times.


 


Section 6.              Distributions from Accounts.


 


 (a)  General
Provisions.  Distribution of any
amount credited to the LIBOR Fund in a Participant’s Account shall be payable
in cash.  Distribution of any amount
credited to the Protective Stock Fund in a Participant’s Account in shall be
partly in shares of Common Stock and partly in cash, with the cash portion
equal to the sum of the tax withholding obligation and the value of any
fractional stock equivalents with respect to the distribution.  Distributions shall be subject to such rules and
procedures as the Company shall determine.


 


(b)  Timing of Distributions.
Distributions from a Participant’s Account may be made only (1) upon the
death, Disability or Termination of Service of the Participant, (2) at the
times elected by the Participant pursuant to the provisions of this Section 6,
or (3) upon a Change of Control pursuant to the provisions of Section 7.


 


(c)  Initial Distribution Elections.  In order to make an effective Deferral
Election, each Participant must file with the Company a written or electronic
initial election with respect to the


 


5

















 


timing and manner of distribution of the amount
credited to the Participant’s Account; provided
that no such election shall be effective unless the election is made
and received by the Company before the first day of the calendar year in which
payments are to begin pursuant to such election. An election with respect to a
Participant’s Account may include an election to begin distribution upon
Termination of Service (which election shall be irrevocable with respect to the
Post-2004 Subaccounts) or an election to begin distribution upon such specified
date as may be elected by the Participant (which election may be amended as
provided in Section 6(d) or 6(e) (as the case may be)).  An election with respect to a Participant’s
Account may include an election to receive a distribution (1) in one
lump-sum payment, or (2) in annual installments over a period not to
exceed ten (10) years, as the Participant may designate (which election
may be amended as provided in Section 6(d) or 6(e) (as the case
may be)).  Each such initial election may
be made with respect to such portion of the Participant’s Account (e.g., prospectively on a Plan Year by Plan
Year basis or on an aggregate basis within an Account or Subaccount) and
pursuant to such rules and procedures as the Company may establish from
time to time.


 


(d)  Amendment of Distribution
Elections—Pre-2005 Subaccounts.  A
Participant may elect to change the time and manner of distributions from the
Pre-2005 Subaccount; provided that
no such election shall be effective unless the election is made and received by
the Company before the first day of the calendar year in which payments (1) are
to begin pursuant to such election and (2) would have begun absent such
election.


 


(e)  Amendment of Distribution
Elections—Post-2004 Subaccounts.  A
Participant may elect to change the time and manner of distributions from the
Post-2004 Subaccounts (if payment is not to occur upon Termination of Service);
provided that (1) such
election shall not take effect until at least 12 months after the date on which
it is made, (2) such election may not be made less than 12 months before
the date the first such payment is scheduled to be paid, and (3) the
payment with respect to which such election is made must be deferred for a
period of not less than 5 years from the date the first such payment would
otherwise have been paid.  For purposes
of Code Section 409A, an election to receive installment payments shall be
treated as an election to receive a single payment.


 


(f)  Death.  If a Participant dies before distribution of
the entire balance in the Participant’s Account, the balance in the Account
shall be payable in a lump sum to:


 


(1)        the surviving beneficiary (or surviving
beneficiaries in such proportions as) the Participant may have designated by
notice in writing to the Company unrevoked by a later notice in writing to the
Company or, in the absence of an unrevoked notice;


 


(2)        the Participant’s estate.


 


Payment under this Section 6(f) shall
be made on the first business day of the second calendar month after the
calendar month in which the Participant’s death occurred.


 


(g)  Disability.  Any other elections made by the Participant
to the contrary notwithstanding, if a Participant incurs a Disability, the
entire balance in the Participant’s


 


6

















 


Account shall be paid to the Participant in a lump
sum.  Payment under this Section 6(g) shall
be made on the tenth business day after the Board determines that the
Participant is Disabled.


 


(h)  Termination of Service Before Retirement.  Notwithstanding the other provisions of this Section 6
(except Sections 6(k) and 6(l)), if a Participant has a Termination of
Service with the Company (1) other than (A) due to death or
Disability, or (B) due to the Participant’s retirement from the Board in
accordance with the Board’s retirement policy, and (2) before distribution
of the entire balance in the Participant’s Account, the balance in the Participant’s
Account shall be paid to the Participant in a lump sum. Payment under this Section 6(h) shall
be made on the twentieth (20th) business
day after the date of the Participant’s Termination of Service.


 


(i)  Lump Sum Payments.  If a Participant receives the balance of the
Participant’s Account in a lump sum, the amount of payment shall be equal to
the value of the Funds credited to the Accounts, as determined in good faith by
the Company on such date as is as near as reasonably practicable to the date of
payment.


 


(j)  Installment Payments.  The amount of an installment payment from a
Participant’s Account shall equal the product of (1) the balance credited
to the Account, as determined in good faith by the Company on such date as is
as near as reasonably practicable to the date of payment, and (2) a
fraction, the numerator of which is one and the denominator of which is the
total number of installments remaining to be paid at the time (including the
installment about to be paid).


 


(k)  Delay of Distributions—General.  Any Plan provision to the contrary
notwithstanding, the Company may delay making a distribution under the Plan, in
whole or in part, if (1) the Company reasonably anticipates that the
Company’s tax deduction with respect to such payment otherwise would be limited
or eliminated by application of Code Section 162(m); provided that such delayed distribution
shall be made either at the earliest date at which the Company reasonably
anticipates that the Company’s tax deduction with respect to such payment will
not be limited or eliminated by application of Code Section 162(m), (2) the
Company reasonably anticipates that making the distribution will violate
federal securities laws or other applicable law; provided that such delayed distribution shall be made at the
earliest date at which the Company reasonably anticipates that making the
distribution will not cause such violation, or (3) such other events or
conditions occur to permit the Company to delay distributions, as may be
prescribed pursuant to Code Section 409A.


 


(l)  Delay of
Distributions—Certain Key Employees. 
Any Plan provision to the contrary notwithstanding and subject to Code Section 409A,
payments to be made to a Specified Employee from the Participant’s Post-2004
Subaccounts upon a Termination of Service may not be made before the date that
is six months after the date of the Termination of Service (or, if earlier, the
date of death of the Specified Employee). 
All payments to which the Specified Employee would otherwise be entitled
during such six month period (determined as set forth in the remainder of this Section 6)
shall be accumulated within the subaccounts in which they are otherwise
credited and paid as soon as practicable after the end of such six month period
(and within the same calendar year as the end of such six month period) in
accordance with Section


 


7

















 


7(i) or 7(j) (as the case may be) and based
on the value of such subaccounts at the end of such six month period.


 


(m)  Time for
Distributions—Section 409A Provision. 
Any Plan provision to the contrary notwithstanding, for purposes of Code
Section 409A, a payment that is to be made upon a designated date (as set
forth in the Plan) shall be made (1) no earlier than such designated date,
and (2) no later than the later of (A) the first date that it is
administratively feasible to make such payment on or after such designated date
or (B) the end of the calendar year containing such designated date.


 


Section 7.              Change of Control Provisions


 


(a)  Payment Upon Change of Control.  Notwithstanding any other provision of the
Plan, upon the occurrence of a Change of Control, the balance in a
Participant’s Account shall be paid in a lump sum to the Participant on the
twentieth (20th) business day after the date of the
Change of Control.


 


(b)  Account Valuation.  Distribution under Section 7(a) with
respect to stock equivalents from the Protective Stock Fund shall be made in
cash in an amount equal to the number of stock equivalents to be distributed
multiplied by the greatest of (1) the average of the Closing Price of the
Common Stock for the twenty (20) trading days ending on the day preceding the
date on which the right to such distribution arose; (2) the average of the
Closing Price of the Common Stock for the twenty (20) trading days ending on
the day preceding the date of the Change of Control; or (3) the highest
price per share of Common Stock in the transaction or series of transactions
constituting the Change of Control.


 


(c)  Expense Reimbursement.  The Company shall promptly reimburse the
Participant for all legal fees and expenses reasonably incurred in successfully
seeking to obtain or enforce any right or benefit provided under this Section 7.


 


(d)  Amendment.  This Section 7 may not be amended or
modified in anticipation of or after the occurrence of a Change of Control.


 


Section 8.              Designation of a Beneficiary


 


A Participant may designate a beneficiary or
beneficiaries (which may be an entity other than a natural person) to receive
any payments to be made upon the Participant’s death pursuant to Section 6(f).  At any time, and from time to time, any such
designation may be changed or cancelled by the Participant without the consent
of any beneficiary.  Any such
designation, change or cancellation must be made by written or electronic
notice filed with the Company.  If a
Participant designates more than one beneficiary, any payments to such
beneficiaries made pursuant to Section 6(f) shall be made in equal
shares unless the Participant has designated otherwise, in which case the
payments shall be made in the shares designated by the Participant.  If no beneficiary has been named by a
Participant, payment shall be made to the Participant’s


 


8

















 


spouse or, if the Participant has no spouse at the
time of the Participant’s death, to the Participant’s estate.


 


Section 9.              Amendment and Termination


 


Except as provided in Section 7, the Company may
amend, modify, terminate or discontinue the Plan at any time; provided that no such action shall reduce
the amount credited to a Participant’s Account immediately prior to such
action, or change the time, method or manner in which the Participant’s Account
is then being distributed.


 


Section 10.            Miscellaneous


 


(a)  Unfunded Plan.  The Company shall not be obligated to fund
its liabilities under the Plan, the Accounts established for the Participants
shall not constitute trusts, distributions hereunder shall be made from the
general funds of the Company, and the rights of each Participant shall be those
of an unsecured general creditor of the Company.  A Participant’s claim at any time shall be
for the amount credited to such Participant’s Account at such time.  No amount credited to a Participant’s Account
shall be set aside or invested in any actual fund on behalf of such
Participant, and neither the Participant nor any other person shall have any
interest in any fund or in any specific asset of the Company by reason of
amounts credited to the Participant’s Account; provided
that this Section 10(a) shall not preclude the Company
from making investments for its own account (whether directly or through a
grantor trust) to assist it in meeting its obligations hereunder.


 


(b)  Tax Withholding.  The Company shall have the right to deduct
from all distributions hereunder any taxes required to be withheld by the
federal or any state or local governments.


 


(c)  Non-Alienation.  The interest of a Participant under the Plan
shall not be assignable by the Participant or the Participant’s beneficiary or
legal representative, either by voluntary assignment or by operation of law,
and any assignment of such interest, whether voluntary or by operation of law,
shall be ineffective.


 


(d)  Plan Binding on Beneficiaries.  The provisions of the Plan shall apply to and
be binding upon the beneficiaries, distributees and personal representatives
and any other successors in interest of the Participant.


 


(e)  No Right to Association.  Nothing contained herein shall impose any obligation
on the Company to continue its association with a Participant or prevent the
termination of such association with the Participant.


 


(f)  No Rights as a Shareholder.  Neither a Participant nor any other person
shall have any right to exercise any of the rights or privileges of a
shareholder with respect to any units of the Protective Stock Fund credited to
the Participant’s Account.


 


9

















 


(g)  Adjustments to Common Stock.  In the event of any change in the Common
Stock by reason of a merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, combination or exchange of shares, or any other
change in corporate structure, the number of shares credited to the Accounts
shall be adjusted in such manner as a majority of the Board shall determine to
be fair under the circumstances.


 


(h)  Acceleration of Payments.  If any amounts deferred pursuant to the Plan
are includible in gross income by a Participant prior to payment of such amounts
(in a “determination” (within the meaning of Code Section 1313(a)) or due
to the Plan’s failure to meet the requirements of Code Section 409A), an
amount equal to the amount required to be included in the Participant’s income
shall be immediately paid to such Participant, notwithstanding the
Participant’s election hereunder.


 


(i)  Compliance With Laws and Regulations.  The Plan, and the obligations of the Company
under the Plan, shall be subject to all applicable federal and state laws, rules and
regulations, and to such approvals by any regulatory or governmental agency as
may be required.  The Company, in its
discretion, may (1) postpone the issuance or delivery of Common Stock or
any other action permitted under the Plan to permit the Company, with reasonable
diligence, to complete such stock exchange listing or registration or
qualification of such Common Stock or other required action under any federal
or state law, rule or regulation, (2) require a Participant to make
such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of Common Stock in
compliance with applicable laws, rules and regulations, and (3) pay a
Participant, in lieu of shares of Common Stock, cash in an amount equal to the
product of (A) the Closing Price of the Common Stock as of the most recent
practicable date before the date of payment, multiplied by (B) the number
of stock equivalents in the Protective Stock Fund in the Participant’s
Account.  The Company shall not be
obligated to sell or issue Common Stock in violation of any such laws, rules or
regulations, and neither the Company nor its directors, officers or employees
shall have any obligation or liability to a Participant with respect to the
Participant’s Account (or Common Stock issuable thereunder) because of any
actions taken pursuant to the provisions of this Section 10(i).


 


(j)  Immunity from Liability.  Neither the Company nor any person acting for
the Company or the Board in the administration of the Plan shall incur any
liability for anything done or omitted to be done in administering the Plan or
making any determination required by the Plan, except in the case of willful
misconduct or gross negligence.


 


(k)  Applicable Law; Interpretation.  The Plan shall be interpreted as a plan of
deferred compensation under Code Section 409A.  The Plan shall be interpreted by and all
questions arising in connection therewith shall be determined by a majority of
the Board, whose interpretation or determination, when made in good faith,
shall be conclusive and binding.


 


10

















 


(l)  Restatement and Amendment.  This document sets forth the terms of the
Plan as amended and in effect as of December 31, 2008.


 


[This
document is executed on the following page.]


 


11

















 


IN WITNESS WHEREOF, THE COMPANY has executed this
document as of December 31, 2008.


 


	
   

  	
  PROTECTIVE LIFE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Johns

  
	
   

  	
   

  	
  John D. Johns

  
	
   

  	
   

  	
  Chairman of the Board,
  President and

  
	
   

  	
   

  	
  Chief Executive Officer

  



 


12