Exhibit 10(g)(3)


 


PROTECTIVE LIFE CORPORATION


DEFERRED COMPENSATION PLAN


FOR OFFICERS


(AS
AMENDED AND RESTATED AS OF JANUARY 1, 2009)


 


Section 1.              Purpose;
Plan Eligibility


 


The
purpose of this Plan is to enable each Officer of the Company to save for retirement
and other long-term needs by deferring receipt of a portion of the Officer’s
compensation and by receiving additional deferred compensation that cannot be
provided under the 401(k) Plan due to restrictions on the 401(k) Plan
contained in the Code.


 


Section 2.              Definitions


 


“Accounts” shall mean a Participant’s Pay Deferral
Account, Stock Deferral Account and Matching Account under the Plan.


 


“Base Salary” shall mean (a) a Participant’s base
salary, as set forth in the records of the Company, and (b) any bonus
payable in cash that does not meet the requirements of a Cash Bonus.


 


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


 


“Cash Bonus” shall mean the annual cash bonus payable to
a Participant under the Company’s Annual Incentive Plan (or such other
eligible bonus plans as may be determined by the Company), and excluding sales,
special or “one-time” bonuses (as determined by the Company).  The term “Cash Bonus” shall refer only to an
annual bonus that is payable upon the satisfaction of pre-established
organizational or individual performance criteria and that, at the time a
Deferral Election is made, is not substantially certain to be paid.


 


“Change of Control” shall occur (subject to the provisions of
Code Section 409A), 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.


 


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“Closing Price” of the Common Stock on any trading day shall mean the
daily 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 Exchange Act 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 System or
any 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.


 


“Committee” shall mean the Compensation and Management
Succession Committee of the Board (or its designee).


 


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


 


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


 


“Company Matching Contribution” shall have the meaning set forth in the 401(k) Plan.


 


“Compensation” shall mean an Officer’s Base Salary, Cash
Bonuses, and shares of Common Stock that are issuable to the Officer
under the Company’s Long-Term Incentive Plan and are designated by the Company
as eligible for deferral hereunder.


 


“Deferral Election” shall mean the election by a Participant to
defer receipt of 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 Company, or (3) has been determined to be
totally disabled by the Social Security Administration.


 


“ERISA” shall mean the Employee Retirement Income
Security Act of 1974, as amended.


 


“Exchange Act” shall mean the Securities Exchange Act of
1934, as amended.


 


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“401(k) Plan” shall mean the Company’s 401(k) and
Stock Ownership Plan, as from time to time amended.


 


“Matching 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 Supplemental Matching Contributions (and earnings thereon).


 


“Mutual Fund Investments Matching Subaccount” shall mean a subaccount of the Matching
Account for that portion of each allocation of Supplemental Matching
Contributions that the Participant initially elects to allocate to a Phantom
Fund other than the Protective Stock Fund (as provided in Section 4(d))
(and earnings thereon).


 


“Mutual Fund Investments Pay Deferral Subaccount” shall mean a subaccount of the Pay Deferral
Account for (1) all deferrals of cash bonuses made pursuant to the Plan
before January 1, 2005 that were credited as a “cash allotment” as of December 31,
2004, and (2) all deferrals of Base Salary and Cash Bonuses made pursuant
to the Plan after December 31, 2004 that the Participant initially elects
to allocate to a Phantom Fund other than the Protective Stock Fund (as provided
in Section 4(d)) (and earnings thereon).


 


“Officer” shall mean an officer of the Company (as
determined by the Company in its sole discretion) who is a member of a “select
group of management or highly compensated employees” within the meaning of
ERISA.


 


“Participant” shall mean any Officer who either (a) is
eligible to make and does make a Deferral Election, or (b) has a
Supplemental Matching Contribution allocated to his or her Matching Account.


 


“Participating Companies” shall mean the Company and its affiliated
companies.


 


“Pay Deferral Account” shall mean a book entry account established
by the Company to record the amounts credited pursuant to a Participant’s Deferral
Election with respect to Base Salary or Cash Bonuses (and earnings thereon).


 


“Phantom Fund” shall mean one or more mutual funds or other
investments (including the Protective Stock Fund) which shall determine the
hypothetical investment experience of the Participant’s Accounts under the Plan
as provided in Section 4.


 


“Plan” shall mean the Protective Life Corporation Deferred Compensation Plan
for Officers, 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-2008 Subaccount” shall mean a subaccount for (1) all
amounts credited to a Participant’s Pay Deferral Account after December 31,
2008 (and earnings thereon), and (2) all 


 


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amounts credited to a Participant’s Stock Deferral Account after December 31,
2008 (and earnings thereon).


 


“Pre-2005 Subaccount” shall mean a subaccount for (1) all
amounts credited to a Participant’s Pay Deferral Account before January 1,
2005 (and earnings thereon), and (2) all amounts credited to a Participant’s
Stock Deferral Account before January 1, 2005 (and earnings thereon).


 


“Protective Stock Fund” shall mean a Phantom Fund that is deemed to
be invested primarily in Common Stock.


 


“Protective Stock Investment Matching Subaccount” shall mean a subaccount of the Matching
Account for (1) one-half of each allocation of Supplemental Matching
Contributions (and earnings thereon), plus (2) that portion of the
remaining one-half of each allocation of Supplemental Matching Contributions
that the Participant initially elects to allocate to the Protective Stock Fund
(as provided in Section 4(d)) (and earnings thereon).


 


“Protective Stock Investment Pay Deferral
Subaccount” shall
mean a subaccount of the Pay Deferral Account for (1) all amounts
attributable to deferrals of cash bonuses made pursuant to the Plan before January 1,
2005 that were credited as a “stock allotment” as of December 31, 2004
(and earnings thereon), and (2) all deferrals of Base Salary and Cash
Bonuses made pursuant to the Plan after December 31, 2004, that the
Participant initially elects to allocate to the Protective Stock Fund (as
provided in Section 4(d)) (and earnings thereon).


 


“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.


 


“Stock Deferral Account” shall mean a book entry account established
by the Company to record the amounts credited pursuant to a Participant’s
Deferral Election with respect to Compensation in the form of Common Stock (and
earnings thereon).


 


“Supplemental Matching Contribution” shall mean a credit to a Participant’s
Matching Account, determined as provided in Section 5.


 


“Termination
of Employment” shall mean a Participant’s “separation
from service” with the Company and each other Participating Company by which
the Participant is employed, as defined in Code Section 409A (other than a
separation from service as a result of death or Disability).


 


“2005-2008 Subaccount” shall mean a subaccount for (1) all
amounts credited to a Participant’s Pay Deferral Account after December 31,
2004 and before January 1, 2009 (and earnings thereon), and (2) all amounts credited to a Participant’s
Stock Deferral Account after December 31, 2004 and before January 1,
2009 (and earnings thereon).


 


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“Unforeseeable Emergency” shall have the meaning set forth in Section 7(k).


 


Section 3.              Deferral
of Compensation


 


(a) 
Deferral Elections.  On or before December 31
of any calendar year, an Officer may elect to defer receipt of Base Salary
otherwise payable to the Officer for services rendered in a subsequent calendar
year.  On or before June 30 of any
calendar year and subject to the requirements of Code Section 409A, an
Officer who has been continuously employed by the Participating Companies from
the later of (1) January 1 of such calendar year and (2) the
date on which the performance criteria with respect to the Cash Bonus or Common
Stock award for such calendar year were established may elect to defer receipt
of Cash Bonuses and Common Stock otherwise payable to the Officer with respect
to a performance period ending on December 31 of the year in which the
deferral election is made.  Furthermore,
when an Officer who is not (and has not during the immediately preceding 24
months been) eligible to participate in any other plan, program or arrangement
of the Company which must be aggregated with the Plan for purposes of Code Section 409A
first becomes eligible to participate in the Plan, the Officer may elect,
within the 30 day period immediately following such eligibility date, to defer
receipt of Base Salary otherwise payable to the Officer in the calendar year in
which such eligibility date occurs with respect to services performed 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 Compensation) that an Officer 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 a Deferral
Election (or as provided in Section 7(k)), a Deferral Election made by a
Participant shall continue in effect (including with respect to 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 Compensation
payable with respect to services performed or a performance period ending 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
Compensation payable with respect to services performed or a performance period
ending in the calendar year following the year in which such new Deferral
Election is filed.


 


(d)  Participant with Previous Termination.  Any Plan provision to the contrary
notwithstanding, a former Participant who is an Officer and who has previously
received a distribution from the Plan upon Termination of Employment may not
recommence participation in the Plan until the second calendar year after the
year in which the former Participant again became an Officer.


 


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Section 4.              Pay
Deferral, Stock Deferral and Matching Accounts


 


(a)   General.  The Company shall establish and maintain (1) a
separate Pay Deferral Account for each Participant who has deferred Base Salary
or Cash Bonuses, (2) a separate Stock Deferral Account for each
Participant who has deferred Common Stock that was otherwise issuable under the
terms of the Company’s Long-Term Incentive Plan, and (3) a separate
Matching Account for each Participant who receives a Supplemental Matching
Contribution (as provided in Section 5). 
The Company shall also establish and maintain (1) the appropriate
Mutual Fund Investments Pay Deferral Subaccount and Protective Stock Investment
Pay Deferral Subaccount within each Deferral Account, (2) the Protective
Stock Fund within each Stock Deferral Account, (3) the appropriate Mutual
Fund Investments Matching Subaccount and Protective Stock Investment Matching
Subaccount within each Matching Account, and (4) as appropriate, Pre-2005
Subaccounts, 2005-2008 Subaccounts and Post-2008 Subaccounts within each Pay
Deferral Account and Stock Deferral Account. 
Within each Account and Subaccount, the Company shall maintain records
on a Plan Year basis.


 


(b) 
Credits to Accounts.  An amount
equal to the amount of Base Salary and Cash Bonus deferred pursuant to a
Participant’s Deferral Election shall be credited to the Participant’s Pay
Deferral Account as of the date such Compensation would otherwise have been
paid to the Participant. A number of stock equivalents equal to the number of
shares of Common Stock deferred pursuant to a Participant’s Deferral Election
shall be credited to the Participant’s Stock Deferral Account as of the date
such Compensation would otherwise have been paid to the Participant.   A Participant’s Supplemental Matching
Contribution for a Plan Year shall be credited to the Participant’s
Supplemental Matching Account as of the date such amounts would have been
allocated as the Company Matching Contributions to the accounts of the
Participant in the 401(k) Plan but for application of the applicable Code
limits.  Each amount so credited to an
Account shall also be allocated to the appropriate Subaccount or Subaccounts
within such Account.


 


(c) 
Designation of Phantom Funds.  The
Company shall select Phantom Funds which shall be used to determine the
hypothetical investment experience of each Participant’s Accounts under the
Plan.  Except as provided in Section 8(a),
the Protective Stock Fund shall be the only Phantom Fund available for the
Protective Stock Investment Pay Deferral Subaccount, the Stock Deferral Account
and the Protective Stock Investment Matching Subaccount.


 


(d) 
Investment Election.  Each
Participant shall from time to time designate, in such manner as may be
approved by the Company, the Phantom Fund or Funds that shall determine the
investment experience with respect to such Participant’s Mutual Fund
Investments Pay Deferral Subaccount and Mutual Fund Investments Matching
Subaccount.  The Company may, in its
discretion, (1) establish minimum amounts (in terms of dollar amounts or percentages)
that may be allocated to any Phantom Fund, (2) establish rules regarding
the time at which any such election (or any change in such election permitted
under Section 4(e)) shall become effective, and (3) permit transfers
among Phantom Funds in a Participant’s Mutual Fund Investments Pay Deferral
Subaccount and Mutual Fund Investments Matching Subaccount balances, pursuant
to such procedures as the Company shall determine.  If a Participant fails to make a valid
election with respect to any amount allocated to the Participant’s Mutual Fund
Investments Pay Deferral


 


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Subaccount
or the Participant’s Mutual Fund Investments Matching Subaccount (or if any
such election ceases to be effective), such amount shall be deemed invested in
the Phantom Fund which the Company determines generally to have the least risk
of loss of principal.


 


(e) 
Change in Designation of Phantom Fund. 
Any change in the Phantom Funds designated with respect to all or any
portion of a Participant’s Mutual Fund Investments Pay Deferral Subaccount and
Mutual Fund Investments Matching Subaccount shall comply with the currently
applicable rules established by the Company and all rules applicable
with respect to any initial designation of such Phantom Funds.  Except as provided in Section 8(a), in
no event may a Participant transfer funds from a Phantom Fund other than the
Protective Stock Fund to the Protective Stock Fund, or transfer funds from the
Protective Stock Fund to another Phantom Fund.


 


(f) 
Allocations to Protective Stock Fund.  
If deferred Base Salary (other than the bonuses included in the
definition of “Base Salary”) has been allocated to the Protective Stock Fund,
the Protective Stock Fund in the Participant’s Protective Stock Investment Pay
Deferral Subaccount 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 allotment, based upon the Closing Price
of the Common Stock as of the date of allocation.  If a deferred Cash Bonus or a bonus included
in the definition of “Base Salary” has been allocated to the Protective Stock
Fund, the Protective Stock Fund in the Participant’s Protective Stock
Investment Pay Deferral Subaccount 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 allotment, based upon 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.  Each allocation of Supplemental Matching
Contributions to the Protective Stock Fund in the Participant’s Protective
Stock Investment Matching Subaccount for a Plan Year shall be based upon (1) the
amount of the Supplemental Matching Contribution so allocated, and (2) the
price per share of Common Stock that would have been used to allocate such
Supplemental Matching Contributions had they been allocable as Company Matching
Contributions to the Participant’s account under the 401(k) Plan.


 


(g) 
Allocations to Other Phantom Funds.  
Allocations of deferred Base Salary, deferred Cash Bonuses, and
Supplemental Matching Contributions to the Phantom Funds (other than the
Protective Stock Fund) shall be based upon the amount deferred (or the amount
of the Supplemental Matching Contribution) and the value of the Phantom Fund as
of the date of allocation.


 


(h) 
Crediting of Phantom Investment Experience.  Except as provided in Section 4(i), as
of the last day of each calendar quarter (or such other time or times as the
Company may establish), each Account shall be credited or debited (as the case
may be) with an amount equal to the net investment gain or loss that such
Participant would have realized had the Participant actually invested in each
Phantom Fund an amount equal to the portion of the Participant’s Account
designated as deemed invested in such Phantom Fund during that calendar quarter
(or such other period as the Company may establish).


 


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(i)  Election to
Receive Cash.  If so elected as part
of an initial Deferral Election under Section 3(a), a Participant may
elect to be paid in cash, in lieu of the credit to the Participant’s Account as
provided in Section 4(h), an amount equal to the amount of dividends that
would otherwise be credited to the Protective Stock Fund in the Participant’s
Account with respect to amounts deferred pursuant to that election.  The Participant may make such election by
written or electronic notice on a form or in a manner prescribed by or
acceptable to the Company and properly filed with the Company.  The Company shall make payments to the
Participant pursuant to this Section 4(i) as soon as reasonably
practicable after (but no later than the end of the calendar year in which) any
corresponding dividend is paid.


 


Section 5.              Supplemental Matching
Contributions


 


(a) 
Eligibility for Supplemental Matching Contribution.  A Supplemental Matching Contribution shall be
credited to the Supplemental Matching Account of each Officer who (1) during
all or a portion of a Plan Year, was eligible to participate in the 401(k) Plan,
and (2) either (A) is employed by a Participating Company on the date
the Supplemental Matching Contribution for such Plan Year is generally
allocated to the Supplemental Matching Accounts of the Participants in the
Plan, or (B) whose termination of employment was due to Disability or
death, or (C) who terminated employment (for a reason other than
Disability or death) while eligible for a Normal or Early Retirement Benefit
pursuant to terms of the Company’s qualified pension plan.


 


(b) 
Determination of Supplemental Matching Contribution.  The Supplemental Matching Contribution for a
Participant for any Plan Year shall equal (1) the lesser
of (A) 4% of the Participant’s “Compensation” (as defined in the 401(k) Plan)
payable during the year (ignoring deferrals under the 401(k) Plan, this
Plan, and Code Section 125) and (B) the total amount of Base Salary
and Cash Bonus that the Participant deferred or contributed during the Plan
Year (under the 401(k) Plan and this Plan), minus (2) the actual
Company Matching Contribution that the Participant received under the 401(k) Plan
for such Plan Year, as determined while applying the restrictions imposed by
the Code.  The
first Supplemental Matching Contribution under the Plan shall be allocated in
2006 with respect to the 2005 Plan Year.


 


Section 6.              Vesting of Accounts


 


                Each Participant shall be fully vested in the
Participant’s Accounts at all times.


 


Section 7.              Distribution from Accounts


 


                (a)  General Provisions.  Distribution of any amount credited to a
Participant’s Accounts (other than amounts credited to the Protective Stock
Fund) shall be payable in cash. 
Distribution of any amount credited to a Participant’s Accounts in the
Protective Stock Fund 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


 


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distribution.  Distributions shall be subject to such rules and
procedures as the Company shall determine.


 


(b)  Timing of
Distributions. Distributions from each of a Participant’s Pay Deferral
Account and Stock Deferral Account may be made only (1) upon the death,
Disability or Termination of Employment of the Participant, (2) at the
times elected by the Participant pursuant to the provisions of this Section 7,
or (3) on account of an Unforeseeable Emergency (as provided in Section 7(k)).  Distributions from a Participant’s Matching
Account may be made only upon the death, Disability or Termination of
Employment of the Participant.


 


(c) 
Initial Distribution Elections. 
In order to make an effective Deferral Election, each Participant must
file with the Company, as a part of the Participant’s Deferral Election under Section 3(a),
a written or electronic initial election with respect to the timing and manner
of distribution of the amount credited to the Participant’s Pay Deferral
Account and Stock Deferral Account and to the manner of distribution of the
amount credited to the Participant’s Supplemental Matching Account. An
election with respect to a Participant’s Pay Deferral Account and Stock Deferral Account may include an
election to begin distribution upon Termination of Employment (which election,
for a Participant’s 2005-2008 Subaccounts and Post-2008 Subaccounts, shall be
irrevocable after December 31, 2008) 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 7(d), 7(e) or 7(f) (as the
case may be)).  An election with respect
to a Participant’s Pay Deferral
Account, Stock Deferral Account or Supplemental Matching 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 7(d),
7(e) or 7(f) (as the case may be)).  Each such initial election may
be made with respect to such portion of the Participant’s Pay Deferral Account,
Stock Deferral Account and Matching Account related to the corresponding
Deferral Election (e.g., prospectively,
on a Plan Year by Plan Year basis) 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 Subaccounts in the Participant’s
Pay Deferral Account and Stock Deferral Account in accordance with the terms of
the Plan as in effect on October 3, 2004; provided that
no such election shall be effective unless the election is made and received by
the Company before the Participant’s Termination of Employment or Disability
and 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—2005-2008 Subaccounts.  (1) Before January 1, 2009 and
subject to compliance with the requirements for a transition election under
Code Section 409A, a Participant may elect to change the time and manner
of distributions from the 2005-2008 Subaccounts in the Participant’s Pay
Deferral Account and Stock Deferral Account; provided that
no such election shall be effective unless the election was made and received
by the Company before the Participant’s Termination of Employment or Disability
and before January 1, 2009.


 


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(2) After
December 31, 2008, a Participant may elect to change the time and manner
of distributions to be made on a specified date elected by the Participant from
the 2005-2008 Subaccounts in the Participant’s Pay Deferral Account and Stock
Deferral Account; provided that (A) such
election must be made and received by the Company before the Participant’s
Termination of Employment or Disability, (B) such election shall not take
effect until at least 12 months after the date on which it is made, (C) such
election may not be made less than 12 months before the date the first such
payment is scheduled to be paid, and (D) 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) 
Amendment of Distribution Elections—Post-2008 Subaccounts.  A Participant may elect to change the time
and manner of distributions to be made on a specified date elected by the
Participant from the Post-2008 Subaccounts in the Participant’s Pay Deferral
Account and Stock Deferral Account; provided that (1) such
election must be made and received by the Company before the Participant’s
Termination of Employment or Disability, (2) such election shall not take
effect until at least 12 months after the date on which it is made, (3) such
election may not be made less than 12 months before the date the first such
payment is scheduled to be paid, and (4) 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.


 


(g) 
Amendment of Distribution Elections—Supplemental Matching Account.  A Participant may not elect to change the
manner of distributions from Participant’s Supplemental Matching Account after
an election as to the form of distribution has become effective.


 


(h)  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 7(h) shall be made on the first business day of the second
calendar month after the calendar month in which the Participant’s death
occurred.  The beneficiary of a deceased
Participant is responsible for notifying the Company of the death of the
Participant.


 


                (i)  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


 


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Account shall be paid to
the Participant in a lump sum.  Payment
under this Section 7(i) shall be made on the tenth business day after
the Company determines that the Participant is Disabled.


 


(j)  Termination
of Employment.  Subject to Section 7(o),
payment of a lump sum pursuant to a Participant’s election to receive a distribution
upon Termination of Employment shall be made on the twentieth (20th) business day after the date
of the Participant’s Termination of Employment. 
Subject to Section 7(o), payment of annual installments pursuant to
a Participant’s election to begin distribution upon Termination of Employment
shall begin on the twentieth (20th)
business day after the date of the Participant’s Termination of Employment.


 


(k) 
Unforeseeable Emergency.  (1) General
Provisions.  If a Participant applies
for a distribution from the Participant’s Pay Deferral or Stock Deferral
Accounts in the event of an Unforeseeable Emergency (as defined below) and the
Company determines, in good faith upon reasonable investigation and in its sole
discretion, that such Participant has experienced an Unforeseeable Emergency,
then the Plan may make a distribution to or for the benefit of Participant from
such Accounts.  “Unforeseeable Emergency”
shall mean a severe financial hardship of the Participant or beneficiary
resulting from (A) an illness or accident of the Participant or the
beneficiary, the Participant’s or the beneficiary’s spouse, or the Participant’s
or the beneficiary’s dependent (as defined in Code Section 152(a)); (B) loss
of the Participant’s or the beneficiary’s property due to casualty (including
the need to rebuild a home following damage to the home not otherwise covered
by insurance); (C) imminent foreclosure of or eviction from the
Participant’s or the beneficiary’s primary residence; (D) the need to pay
for medical expenses of the Participant or a beneficiary; (E) the need to
pay for funeral expenses of the Participant’s spouse or dependents (as defined
in Code Section 152(a)); or (F) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant or beneficiary, all as provided in Code Section 409A.  Whether a Participant or beneficiary is faced
with an Unforeseeable Emergency will determined based on the facts and
circumstances of each case but, in any case, no distribution will be made to
the extent that such emergency is or may be relieved (A) through
reimbursement or compensation from insurance or otherwise; (B) by
liquidation of the Participant’s assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship; or (C) by
cessation of deferrals under the Plan. 
The purchase of a home and payment of college tuition are not
Unforeseeable Emergencies.


 


(2) 
Amount Distributable; Date of Payment. 
The amount of any distribution on account of Unforeseeable Emergency
shall not exceed the amount reasonably necessary to satisfy the emergency need
(including the amounts necessary to pay any federal, state or local income
taxes or penalties reasonably anticipated to result from the
distribution).  Determinations of the
amounts reasonably necessary to satisfy the emergency need shall take into
account any additional compensation that is available to the Participant upon
cancellation of the Participant’s Deferral Election (as provided in Section 7(k)(3)).  Payment under this Section 7(k) shall
be made on the tenth (10th)
business day after the Company determines that the Participant has had an
Unforeseeable Emergency.


 


(3)   Revocation
of Deferral Election.  If a Participant receives a distribution on
account of Unforeseeable Emergency (or receives a distribution on account of
hardship or unforeseeable


 


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emergency
under any other plan sponsored by the Company, the terms of which require a
revocation of deferrals under this Plan (including the 401(k) Plan)), any
standing Deferral Election shall be revoked automatically and the Participant
shall not, for the remainder of the Plan Year in which such distribution is
received and the immediately following Plan Year, be entitled to make any
further Deferral Election, nor shall the Company be required to recognize or
implement any such Deferral Election with respect to such Participant.


 


(l) 
Lump Sum Payments.  If a
Participant receives a payment from the Participant’s Accounts in a lump sum,
the amount of payment shall be equal to the value of the Phantom 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.


 


(m) 
Installment Payments.  The amount
of an installment payment from a Participant’s Accounts shall equal the product
of (1) the sum of the balance credited to such Accounts, 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).


 


(n) 
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 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.


 


(o)  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 2005-2008 Subaccount
and Post-2008 Subaccount upon a Termination of Employment may not be made
before the date that is six months after the date of the Termination of
Employment (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 7) shall be accumulated within the
Accounts and 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(l) or
7(m) (as the case may be) and based on the value of such Accounts and
Subaccounts at the end of such six month period.


 


(p)  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


 


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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 8.              Change of Control
Provisions


 


(a)  Transfers
from Protective Stock Fund Upon Change of Control.  Upon a Change of Control and for one year
thereafter, a Participant may transfer all or any portion of the balance in the
Protective Stock Fund to any Phantom Fund that was available under the Plan
immediately before the Change of Control. 
The Participant may not transfer any amounts in any Phantom Fund (other
than the Protective Stock Fund) to the Protective Stock Fund.  Stock equivalents in the Protective Stock
Fund that are transferred pursuant to this Section 8(a) shall be
valued at 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
effective date of such transfer; (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.


 


(b)  Valuation of
Distributions from Protective Stock Fund. 
After a Change of Control, all distributions of stock equivalents in the
Protective Stock Fund under the Plan 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)  No Amendment.  This Section 8 may not be amended or
modified in anticipation of or after the occurrence of a Change of Control.


 


Section 9.              Amendment and
Termination


 


Except as provided in Section 8,
the Company may amend, modify, terminate or discontinue the Plan at any time; provided that no such action shall reduce the amounts
credited to a Participant’s Accounts 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


 


13

















 


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 Accounts 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; provided that (1) a
Participant may designate a beneficiary to receive any benefit payable under
the Plan upon the Participant’s death, and (2) the legal representative of
a Participant’s estate may assign the Participant’s interest under the Plan to
the persons entitled to any benefit payable under the Plan upon the Participant’s
death.


 


(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 Guarantee
of Employment.  Nothing contained
herein shall impose any obligation on the Company to continue the tenure of an
Officer beyond the term for which such Officer may have been elected or
appointed, or shall prevent the discipline or discharge of an Officer.


 


(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 Accounts.


 


(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; provided that if a Change of Control shall have occurred,
then such determination shall be made by a majority of the Continuing
Directors.


 


(h)  Acceleration
of Payments.  If any amounts deferred
pursuant to the Plan are includable 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 elections hereunder.


 


14

















 


(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)  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 the Plan.


 


(k) 
Immunity from Liability.  Neither
the Company nor any person acting for the Company or the Committee 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.


 


(l)  Applicable
Law; Interpretation.  The Plan shall
be interpreted as a plan that is unfunded and is maintained by the Company
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees, within the meaning of ERISA, and
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 Committee,
whose interpretation or determination, when made in good faith, shall be
conclusive and binding, unless a Change of Control shall have occurred, in
which case such interpretation or determination shall be made by a majority of
the Continuing Directors.


 


(m)          Restatement and
Amendment.  This document
incorporates into one document all of the provisions of the Plan, as amended
and in effect as of January 1, 2009.


 


[This document is executed on the following page.]


 


15

















 


IN
WITNESS WHEREOF, the Company has executed this document as of November 3,
2008.


 


 


	
   

  	
  PROTECTIVE
  LIFE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  :

  	
  /s/

  	
    John D. Johns

  
	
   

  	
   

  	
   

  	
    John D. Johns

  
	
   

  	
  Chairman of the Board, President and

  
	
   

  	
  Chief Executive Officer

  



 


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