protective life 2013 proxy statement (1)

7/30/2019 Protective Life 2013 Proxy Statement (1)

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10APR201210512762

22MAR201016470807

Protective Life Corporation

Post Office Box 2606

Birmingham, Alabama 35202

205-268-1000

April 8, 2013

Dear Share Owners:

It is my pleasure to invite you to Protectives annual meeting of share owners. We will hold the meeting atour home office on Monday, May 13, 2013 at 10:00 a.m., Central Time. Our home office is located at theProtective Center, 2801 Highway 280 South, Birmingham, Alabama 35223. At this meeting, we will consider thematters described in the proxy statement and review the major developments since our last share ownersmeeting.

This booklet includes the notice of annual meeting and our proxy statement. The proxy statement describesthe business that we will conduct at the meeting and provides information about Protective. Our 2012 AnnualReport to Share Owners is also enclosed.

Your vote is important to us, no matter how many shares you own. You may vote on the Internet, bytelephone or by using a traditional proxy card. If you attend the meeting and prefer to vote in person, you maydo so even if you have previously voted your proxy.

We look forward to your participation.

Sincerely yours,

JOHN D. JOHNSChairman of the Board, President

and Chief Executive Officer


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22MAR201016482436

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS:

The 2013 Notice and Proxy Statement and 2012 Annual Report are available at www.ProxyVote.com.

Dear Share Owners:

The 2013 Annual Meeting of Share Owners of Protective Life Corporation will be held as follows:

Date: Monday, May 13, 2013

Time: 10:00 a.m. Central Time

Place: Protective Life CorporationProtective Center2801 Highway 280 SouthBirmingham, Alabama 35223

At the annual meeting, we will ask you to:

elect 14 directors,

approve our Stock Plan for Non-Employee Directors,

hold an advisory vote on our executive compensation program,

ratify the appointment of PricewaterhouseCoopers LLP as our independent accountants, and

transact any other business that may be properly presented at the meeting.

You may vote at the annual meeting if you were a share owner of record at the close of business onMarch 27, 2013.

The annual meeting may be postponed by an announcement at the meeting, and reconvened at a later time.Any business for which this notice is given may be transacted at the subsequent meeting.

By order of the Board of Directors,

DEBORAH J. LONGSecretary

April 8, 2013


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TABLE OF CONTENTS

Page

LETTER FROM CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

NOTICE OF 2013 ANNUAL MEETING OF SHARE OWNERS

PROXY STATEMENT

ABOUT THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PROPOSAL 1: ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

CORPORATE GOVERNANCE AND OUR BOARD OF DIRECTORSCorporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Our Board of Directors and Its Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Board Composition, Nominations and Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . 21Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

PROPOSAL 2: APPROVAL OF STOCK PLAN FOR NON-EMPLOYEE DIRECTORS . . . . . . . . . 24

EXECUTIVE COMPENSATIONExecutive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Outstanding Equity Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52SAR Exercises and Earned Performance Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

Post-Employment Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Nonqualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59Potential Payments upon Termination or Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . 61Compensation Policies and Practices as Related to Risk Management . . . . . . . . . . . . . . . . . . . . 67

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . 68

AUDIT-RELATED MATTERSAudit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Independent Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70Pre-Approval of Independent Accountant Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS . . . . 71

SECURITY OWNERSHIPBeneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

APPENDIX A: STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF PROTECTIVE LIFECORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1


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PROXY STATEMENT

Our Board of Directors is soliciting proxies to be enclosed proxy card are being mailed to our shareused at our annual meeting of share owners. We will owners beginning on or about April 8, 2013.hold the annual meeting on Monday, May 13, 2013,beginning at 10:00 a.m., Central Time, at our home We, our, us, the Company andoffice at 2801 Highway 280 South, Birmingham, Protective each refer to Protective LifeAlabama 35223. This proxy statement and the Corporation. You and your each refer to our

share owners.

ABOUT THE ANNUAL MEETING

What is a proxy? What happens if the meeting is postponed or

adjourned?A proxy is a person whom you designate to vote

your stock. If you designate someone as your proxy The meeting may be postponed or adjourned byin a written document, that document is called a an announcement at the meeting. If this happens,proxy or a proxy card. the proxies may vote your shares at the subsequent

meeting as well, unless you have revoked your votingWhat is a proxy statement? instructions.

A proxy statement is a document that the What constitutes a quorum at the meeting?Securities and Exchange Commission (SEC)requires us to give to you when we ask you to sign a The holders of a majority of the outstandingproxy card to vote your stock at the annual meeting. shares of common stock, present in person or

represented by proxy at the meeting, will constitute aWhat is the purpose of the annual meeting? quorum for transacting business. Abstentions and

broker non-votes count as shares present forAt our annual meeting, share owners will act on determining if there is a quorum.

the proposals outlined in the meeting notice. Also,our management will report on our 2012 What is the difference between a share owner ofperformance and will respond to appropriate record and a street name holder?

questions from share owners.If your shares are registered directly in your

What is the record date and what does it mean? name with Computershare ShareownerServices LLC, our stock transfer agent, you are

The record date for the annual meeting is considered the share owner of record of thoseMarch 27, 2013. Our Board of Directors establishes shares.the record date. Holders of common stock at theclose of business on the record date are entitled to If your shares are held in a stock brokeragereceive notice of, and to vote at, the meeting. account or by a bank or other nominee, you are

considered the beneficial owner of those shares, andHow many shares are entitled to vote at the annual your shares are held in street name. You have the

right to direct your broker or nominee how to votemeeting?

your shares by following the voting instructions thatyour broker or nominee provides. If you do notOn the March 27, 2013 record date, 78,449,071provide your broker or nominee with votingshares of common stock were outstanding andinstructions, your broker or nominee will be able toentitled to vote at the meeting. Each share ofvote your shares with respect to some, but not all, ofcommon stock is entitled to one vote on eachthe proposals. See What are broker non-votes, andproposal.how are they counted?below for more information.

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How do I vote my shares? Can I vote my shares in person at the meeting?

If you are a share owner of record, you can Yes. If you are a share owner of record, youdesignate a proxy to be voted at the meeting either: may vote your shares at the meeting by completing a

ballot at the meeting. However, if you are a street by using a toll-free telephone number, name holder, you may vote your shares in person

only if you obtain a signed proxy from your broker on the Internet, or or nominee giving you the right to vote the shares.

by mailing the enclosed proxy card. Even if you currently plan to attend themeeting, we recommend that you also submit your

We set up the telephone and Internet voting proxy as described above so that your vote will beprocedures for your convenience. We designed these counted if you later decide not to attend theprocedures to authenticate your identity, to allow meeting.you to give voting instructions, and to confirm thatthose instructions have been recorded properly. If What matters are being voted on at the meeting?you are a share owner of record and you would liketo vote by telephone or the Internet, please refer to The following matters will be voted on at thethe instructions on the enclosed proxy card. If you meeting:wish to vote using a paper format and you returnyour signed proxy to us before the annual meeting, Proposal 1 Election of directors. You may

your shares will be voted as you direct. vote for all of the individuals nominated byour Board of Directors, or you may withhold

If you hold your shares in street name, your your vote with respect to one or morebroker or nominee will vote your shares as you nominees. See page 5 for more informationdirect. You must give your voting instructions in the about Proposal 1.manner prescribed by your broker or nominee.Depending on the voting process used by your Proposal 2 Approval of our Stock Plan forbroker or nominee, you may receive Internet voting Non-Employee Directors. You may vote for orinstructions or a voting instruction card for you to against, or abstain from voting on, thisuse to direct the broker or nominee how to vote proposal. See Page 24 for more informationyour shares. about Proposal 2.

If you have shares of our stock held in our 401(k) Proposal 3 Advisory vote on executiveand Stock Ownership Plan, you may use an Internet compensation. You may vote for or against,voting process or a voting instruction card to direct or abstain from voting on, this proposal. Seethe plan trustee how to vote your shares. The trustee page 68 for more information about Proposalwill vote the shares in accordance with your 3.instructions and the terms of the plan. The trusteemay also vote the shares even if you do not give it Proposal 4 Ratification of appointment ofvoting instructions. In this case, the trustee will vote PricewaterhouseCoopers LLP as ourshares for which it does not receive instructions in independent accountants. You may vote forthe same proportion as it votes shares for which it or against, or abstain from voting on, thisdoes receive instructions. proposal. See page 71 for more information

about Proposal 4.What does it mean if I get more than one proxy

card? What are the Boards recommendations?

If you get more than one proxy card, it means The Board of Directors recommends a vote:that your shares are registered differently and are inmore than one account. Please sign and return all FORelecting all nominees for directorproxy cards to be sure that all of your shares are (Proposal 1),voted.

FORthe approval of our Stock Plan forNon-Employee Directors (Proposal 2),

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FORthe approval, on an advisory basis, of If you abstain from voting on a proposal, thethe compensation of our named executive abstention will have the same effect as a voteofficers (Proposal 3), and against that proposal.

FORratifying the appointment of What are broker non-votes, and how are theyPricewaterhouseCoopers LLP as our counted?independent accountants (Proposal 4).

If you hold your shares in street name, yourWhat if I do not specify how I want my shares voted?

broker or nominee can generally vote only inaccordance with your instructions. However, if yourIf you sign and return your proxy card but do broker or nominee has not received your voting

not specify on your proxy card (or when giving your instructions within 10 days before the meeting, it canproxy by telephone or over the Internet) how you vote on any proposal that is considered routine bywant to vote your shares, they will be voted in the New York Stock Exchange (NYSE). If theaccordance with the recommendation of the Board broker or nominee cannot vote on a proposalof Directors as follows: because it is not routine, there is a broker

non-vote on that proposal. Broker non-votes are FORelecting all nominees for director counted for quorum purposes, but do not count as

(Proposal 1), votes entitled to vote on that matter or as votes foror against the proposal.

FORthe approval of our Stock Plan for

Non-Employee Directors (Proposal 2), We expect that the NYSE will consider Proposal4 (ratification of the appointment of

FORthe approval, on an advisory basis, of PricewaterhouseCoopers LLP as our independentthe compensation of our named executive accountants) to be a routine proposal.officers (Proposal 3), and

Are there any other matters to be acted upon at the FORratifying the appointment of annual meeting?

PricewaterhouseCoopers LLP as ourindependent accountants (Proposal 4). We do not know of any other matters to be

presented or acted upon at the meeting. Under ourCan I change my vote? Bylaws, an item of business can be brought to a vote

at the meeting only if it is specified in the meeting

Yes. You can revoke your proxy at any time notice, or brought before the meeting by the Boardbefore the vote is taken at the meeting by: of Directors or by a share owner who has met the

notice requirements in the Bylaws. We have not submitting written notice of revocation to received any such notice from a share owner. If any

Protectives Secretary; other matter is presented at the meeting on which avote may properly be taken, the shares represented

submitting another proxy by telephone, on the by proxies will be voted in accordance with theInternet or by mail that is dated after the judgment of the proxies.earlier proxy and, if by mail, that is properlysigned; or Who pays for the proxy solicitation?

voting in person at the meeting. We pay the costs of soliciting proxies. We retain

Broadridge Financial Solutions, Inc. to send proxyWhat are the voting requirements for a proposal to be materials to share owners and to help tally the votes.approved? We expect to pay them a fee of about $3,500 (plus

expenses). Some of our employees may also helpThe affirmative vote of a majority of the shares solicit proxies from time to time. They do not

present at the meeting, in person or by proxy, and receive any extra or special pay for doing this.entitled to vote on the proposal at the meeting, isrequired to elect each nominee for director(Proposal 1) and to approve each of Proposal 2,Proposal 3 and Proposal 4.

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final voting results with the SEC on a Form 8-KWhere can I find the voting results for the meeting?within the time period required by SEC rules. Thisform will be accessible through our website,The preliminary voting results will be announcedwww.protective.com.at the meeting. After the meeting, we will file the

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PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominees participation on these public company boardsprovides the directors with experience and insight

The Board of Directors has nominated all of that benefits us. The Board concluded that theour current directors for re-election at the 2013 external commitments of our directors are notannual meeting. excessive and do not negatively impact any directors

ability to satisfy the obligations of service on thisOur entire Board of Directors, which on Board.

May 13, 2013 is expected to consist of 14 directors,will be elected at the annual meeting. Each director Your shares will be voted as specified on yourwill serve until the next annual meeting or until he proxy. If you do not specify how you want youror she is succeeded by another qualified director shares voted when you provide your proxy, they willwho has been elected. be voted FOR the election of all nominees listed

below. If unforeseen circumstances (such as death orEach director nominee is now a member of the disability) make it necessary for the Board to

Board of Directors. Our share owners previously substitute another person for any nominee, then yourelected each nominee. shares will be voted for that other person. The

Board may also choose to reduce the number ofThe Board has reviewed the external directors to be elected, as permitted by our Bylaws.

commitments of each of our directors, including

their service as directors on other public company The director nominees provided the followingboards. In each instance, the Board feels that information about themselves as of the date of this

proxy statement:

ProtectivePrincipal Occupation Director

Name Age and Certain Directorships Since

Robert O. Burton 56 President and Chief Executive Officer of Hoar 2011Construction LLC (construction industry). Director of RegionsBank (a wholly-owned subsidiary of Regions FinancialCorporation).

Elaine L. Chao 60 Formerly U.S. Secretary of Labor (government). Distinguished 2011Fellow, Heritage Foundation (research and educationalinstitution). Chairman, Ruth Mulan Chu Chao Foundation.Director of Dole Food Company, Wells Fargo & Company andNews Corporation.

Thomas L. Hamby 63 Formerly President AT&T Alabama, a subsidiary of 2004AT&T Inc. (telecommunications); formerly President Alabama of BellSouth Corporation (acquired by AT&T Inc. inDecember 2006). Director of Regions Bank (a wholly-ownedsubsidiary of Regions Financial Corporation).

John D. Johns 61 Chairman of the Board, President and Chief Executive Officer 1997

of Protective; formerly its Chief Operating Officer; also adirector and/or officer of each principal subsidiary ofProtective. Director of Alabama Power Company (a wholly-owned subsidiary of The Southern Company), RegionsFinancial Corporation and Genuine Parts Company. Formerlydirector of Alabama National BanCorporation, John H.Harland Company, and National Bank of Commerce ofBirmingham.

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Vanessa Leonard 52 Vanessa Leonard, Attorney at Law (legal services). Trustee of 2004The University of Alabama System and a member of theHealth Care Authority for Baptist Health Board.

Charles D. McCrary 61 President and Chief Executive Officer of Alabama Power 2005

Company (public utility and a wholly-owned subsidiary of TheSouthern Company); Executive Vice President of The SouthernCompany; President and Director of Southern ElectricGeneration Company (affiliate of public utility); and Presidentof Alabama Property Company (subsidiary of Alabama PowerCompany). Director of Alabama Power Company and RegionsFinancial Corporation. Formerly director of AmSouthBancorporation.

John J. McMahon, Jr. 70 Chairman of Ligon Industries, LLC (manufacturer of 1987wastewater treatment equipment, aluminum castings andhydraulic cylinders); formerly Chairman of the ExecutiveCommittee of McWane, Inc. (pipe and valve manufacturing).

Director of ProAssurance Corporation and National Bank ofCommerce. Formerly director of Alabama NationalBanCorporation and John H. Harland Company.

Hans H. Miller 60 Strategic advisor to businesses; Chairman and Director of Hwa 2009Hong Corporation, Ltd. (real estate); Managing Member ofBougainvillea Books LLC (book publisher). Formerly ManagingDirector-Senior Advisor of Banc of America Securities(investment banking). Formerly President and Chief ExecutiveOfficer of the Hartford International Financial ServicesGroup, Inc. and Senior Vice President of The HartfordFinancial Services Group, Inc. Formerly Director of Tawa PLC(insurance and insurance services) and PRO IS, Inc.

(consulting and advisory services).

Malcolm Portera 67 Former Chancellor of The University of Alabama System 2003(higher education). Director of Alabama Power Company (awholly-owned subsidiary of The Southern Company). Formerlydirector of Regions Financial Corporation.

C. Dowd Ritter 65 Formerly Chairman, Chief Executive Officer and President of 2005Regions Financial Corporation (bank holding company);formerly Chairman, Chief Executive Officer and President ofRegions Bank (banking and financial services); formerlyChairman of the Board, President and Chief Executive Officerof AmSouth Bancorporation and of AmSouth Bank (acquired

by Regions Financial Corporation in November 2006). Directorof Alabama Power Company (a wholly-owned subsidiary of TheSouthern Company). Formerly director of Regions FinancialCorporation, Regions Bank, AmSouth Bancorporation andAmSouth Bank.

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Jesse J. Spikes 62 Senior Counsel with McKenna Long & Aldridge LLP (legal 2011services). Formerly director of John H. Harland Company.

William A. Terry 55 Principal, Chief Compliance Officer and Corporate Secretary of 2004Highland Associates, Inc. (SEC registered investment advisor);

Member of Highland Strategies, LLC (developer anddistributor of alternative investment funds); formerly Chairmanof the Board, President and Chief Compliance Officer ofHighland Information Services, Inc. (registered broker-dealer).

W. Michael Warren, Jr. 65 President and Chief Executive Officer, Childrens of Alabama 2001(health services); formerly Chairman of the Board, Presidentand Chief Executive Officer of Energen Corporation(diversified energy holding company). Formerly Director ofEnergen Corporation.

Vanessa Wilson 54 Chief Financial Officer of Golden Seeds LLC (investments); 2006Formerly Managing Director and an equity research analyst

with Deutsche Bank Securities, Inc. (broker-dealer).

Please see page 13 for more information about our directors.

Board Recommendation

The Board of Directors unanimously recommends that you vote FOR the election of all of the directornominees.

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CORPORATE GOVERNANCE AND OUR BOARD OF DIRECTORS

Corporate Governance

Corporate Governance Overview Informed and involved directors. Ourcorporate governance guidelines are designed

We have a long history of following corporate to provide our directors with the informationgovernance practices that are in the best interests of and the appropriately structured time that

our business and our share owners. We comply with they need to perform their duties.the corporate governance requirements imposed bythe Sarbanes-Oxley Act, the SEC and the NYSE. We Committee authority to retain independentwill continue to review and modify our policies and advisors. Each of the Audit, Compensationpractices to address ongoing developments in this and Management Succession, and Corporatearea. While many of our corporate governance Governance and Nominating Committees hasprinciples are discussed in other sections of this the authority to retain independent advisors,proxy statement, some of the highlights are: with all fees and expenses to be paid by

Protective. Annual election of directors. Our directors

are elected annually for a term of office to Audit Committee policies and procedures.expire at the next annual meeting (subject to Under its charter, the Audit Committeesthe election and qualification of their prior approval is required for all audit

successors). services and non-audit services to be providedby our independent accountant.

Majority voting. Our directors are elected ifthey receive a majority vote of those shares Audit Committee financial expertise. Ourpresent or represented by proxy and entitled Board has determined that Vanessa Wilson, ato vote on the election. member of the Audit Committee, is an audit

committee financial expert under the rules of No share owners rights plan. We do not have the SEC and that all members of the Audit

a share owners rights plan in effect. Committee are independent as defined byNYSE listing standards and possess financial

Independent Lead Director. Among other expertise. (See our annual report to shareresponsibilities, our independent Lead owners for more information.)

Director chairs meetings of ournon-management directors in executive Stock ownership guidelines. Oursession and acts as a liaison between non-employee directors are expected to ownnon-management directors and our our stock with a value of at least three timesmanagement. the annual Board cash retainer. Similarly, our

officers are also expected to own stock with a Independent Board. Our Board is comprised value of a stated multiple of their base salary

of independent directors, except for our Chief (five times for our chief executive officer). IfExecutive Officer, Mr. Johns, and Mr. Ritter. a director or officer does not own the

required amount of stock, they are expected Independent Board Committees. All members to retain their current stock holdings and any

of our Audit, Compensation and Management compensation paid in stock until that amount

Succession, and Corporate Governance and is reached.Nominating Committees are independentdirectors, and none of them receivecompensation from us other than for serviceon our Board of Directors or its committees.

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Corporate Governance Guidelines Code of Business Conduct;

The Board has adopted Corporate Governance Audit Committee Charter;Guidelines. These Guidelines and our Boardcommittee charters provide the framework for our Compensation and Management Successiongovernance. Our Corporate Governance and Committee Charter;Nominating Committee oversees and reviews theGuidelines at least annually, and recommends any Corporate Governance and Nominatingproposed changes to the Board for approval. Committee Charter; and

Code of Business Conduct Finance and Investments Committee Charter.

Our Code of Business Conduct applies to all Communications with Directors.directors, officers and employees. The Codeincorporates a code of ethics that applies to our Share owners and other interested parties mayChief Executive Officer and to all of our financial send communications to the Board, the Leadofficers, including our Chief Financial Officer and Director, the non-management directors as a group,our Chief Accounting Officer. or any specific director by mailing the

communication to the Board of Directors, c/oCorporate Website Secretary, Protective Life Corporation,

P.O. Box 2606, Birmingham, Alabama 35202.

Our website has a corporate governance section Protectives Secretary will forward thethat contains copies of our principal governance correspondence to the Chairman of the Corporatedocuments. The corporate governance section may Governance and Nominating Committee unless it isbe found at www.protective.com under Investor addressed to an individual director or a specificRelations Corporate Governance. This section group of directors, in which case the correspondencecontains the following documents, which are will be forwarded accordingly. The Board hasavailable in print to any share owner who requests a requested that certain items unrelated to its dutiescopy in writing to Protective Life Corporation, c/o be excluded, such as solicitations and advertisements,Corporate Secretarys Office, Box 2606, Birmingham, junk mail, product-related communications, jobAlabama 35202: referral materials such as resumes, and surveys.

Corporate Governance Guidelines;

Our Board of Directors and Its Committees

Board of Directors Chairman of the Board. Mr. Johns currentlyserves as the Chairman of the Board and as our

Our Board oversees our business affairs and President and Chief Executive Officer. Our Boardmonitors the performance of our management. In does not have a fixed policy regarding combining theaccordance with corporate governance principles, the roles of the Chairman and the Chief ExecutiveBoard does not involve itself in day-to-day Officer because it wants the flexibility to determineoperations. The Board has regular meetings, and has whether the positions should be held by the samefour standing committees to help it carry out its person or by separate persons based on theduties. leadership needs of the Board and the Company at

any particular time. The Board believes that at thisBoard Leadership Structure time, having Mr. Johns serve in both roles is the

most effective leadership structure for the Board andOur Board exercises its responsibilities under in the best interests of our share owners and the

the leadership of: Company. In making this determination, the Boardconsidered (among other things):

the Chairman of the Board; and

the Lead Director.

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Mr. Johns proven leadership ability and directors are expected to review theseknowledge of our business; materials in advance.

that combining these roles provides clear Each director is free to raise subjects that areleadership for the Board and management, not on the meeting agenda.which facilitates development and executionof our strategic initiatives and business plans; Senior management attends the first part of

each meeting, provides reports and additional that combining these roles demonstrates to information about the matters before the

our employees, customers, distributors and Board or committee, and is available toother stakeholders the Boards confidence in answer questions.Mr. Johns leadership;

The second part of each meeting is attended the fact that our other directors (except only by directors (including Mr. Johns),

Mr. Ritter) are all independent under the although selected management members maystandards established by the NYSE and the attend a portion of this part of the meeting toBoard; discuss a specific matter; these management

members are excused from the meeting after the fact that our other directors are diligent that matter has been covered.

and active in their service as directors; and Our non-management directors are scheduled

the effectiveness of our governance structure to meet in executive session without anyand processes. management directors in attendance at the

end of each regularly scheduled BoardLead Director. The Board has a Lead Director, meeting. (The non-management directors may

who is an independent director and who serves as also decide to meet in executive session afterthe Chairman of the Corporate Governance and any special meeting of the Board.) The LeadNominating Committee. Mr. McMahon is currently Director presides at each of these executivethe Lead Director. The Lead Director: sessions.

chairs any Board meeting at which the Our directors have open access to members ofChairman of the Board is not present; management (including in-house counsel and

internal audit and accounting personnel) and chairs meetings of the non-management

to our independent auditors. A director maydirectors; and arrange for meetings or other contacts withthese individuals directly or through our Chief

acts as a liaison between the non-management Executive Officer.directors and our management.

The Board and each committee has theBoard and Committee Meetings; Access to authority to hire such independent outsideManagement and Independent Advisors financial, legal or other advisors, at the

Companys expense, as they deemOur corporate governance guidelines are appropriate.

designed to provide our directors with theinformation and opportunity that they need to Risk Oversightperform their duties:

As a part of its general oversight responsibilities, Agendas for our Board and Committee our Board assesses the major risks that we face and

meetings are set by senior management, based reviews the options for mitigating these risks and theon input and guidance received from the processes that we use to monitor and mitigate risks.directors. The Board has delegated to the Finance and

Investments Committee (which historically and We provide the directors with information currently consists of all of our directors) the primary

about matters on the agenda before theBoard and Committee meetings, and the

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responsibility for reviewing the risks that are (including Mr. Johns, who is our only managementinherent in our business and our strategy for director) serve on the Finance and Investmentsunderstanding and minimizing the consequences of Committee.those risks.

Audit Committee. Among other duties, theAudit Committee:The Board and the Finance and Investments

Committee receive regular reports regarding our oversees our financial reporting and controlbusiness, the risks that we face, and our strategies to

processes on the Boards behalf, includingaddress these risks from our senior management,assistance in oversight of the integrity of ourincluding our President and Chief Executive Officer,financial statements; our compliance withour Chief Risk, Accounting, Financial, Investmentslegal requirements; the independence,and Operating Officers, and our General Counsel.qualifications and performance of theThe Board also reviews and approves guidelines forindependent accountants; and theour investments. In addition, the other Boardperformance of our internal audit function;committees consider the risks within their areas of

responsibility. For example, the Audit Committee reviews internal controls, systems andconsiders the effectiveness of our internal controls

procedures, accounting policies, and otherover our financial reporting, and the Compensationmatters affecting our financial condition;and Management Succession Committee focuses on

risks that may be implicated by our executive reviews our annual and quarterly financialcompensation programs.

statements and financial footnotes withmanagement and the independentWhile the Board oversees our risk management,accountants;the Companys management is responsible for the

day-to-day risk management process. We believe that discusses the types of information to bethis division of responsibilities is consistent with good

disclosed and the types of presentations to becorporate governance principles and is the mostmade in the Companys earnings presseffective approach for addressing the risks that wereleases, earnings guidance and other financialface, and that the leadership structure of our Boardinformation provided to analysts and ratingeffectively guides and supports this approach.agencies;

Committees of the Board of Directors appoints, evaluates and (if appropriate)

terminates the independent accountants;The four standing committees of the Board are: approves all audit engagement fees and terms;

and pre-approves all non-audit services; and the Audit Committee,

reviews with the independent accountants the Compensation and Managementtheir audit procedures, management letters,Succession Committee,and other significant aspects of their audit.

the Corporate Governance and NominatingOur Board has determined that Vanessa Wilson,Committee, and

a member of our Audit Committee, is an auditcommittee financial expert under the rules of the the Finance and Investments Committee.SEC and is independent as defined by NYSE listingstandards. While Ms. Wilson possesses the attributesEach committee has a formal written charter, aof an audit committee financial expert (as definedcurrent copy of which is available on our websiteunder the SEC rules), she is not and has never been(www.protective.com), and reports its actions andan accountant or auditor, and this financial expertrecommendations to the Board. Only independentdesignation does not impose any duties, obligationsdirectors serve on the Audit Committee, theor liabilities that are greater than the duties,Compensation and Management Successionobligations and liabilities imposed by being aCommittee, and the Corporate Governance andmember of the Audit Committee or the Board. (SeeNominating Committee. All of our directors

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our annual report to share owners for more Board both new directors and a slate of information.) nominees for election by the share owners at

our annual meeting;The Audit Committee concluded that, during

2012, it satisfied its responsibilities under its charter. makes recommendations to the BoardThe Audit Committee Report is on page 69. regarding the compensation of the directors

for service on the Board and its committees;Compensation and Management Succession

Committee. Among other duties, the Compensation reviews and makes recommendations to theand Management Succession Committee: Board regarding the functions and procedures

of the Board and the functions, procedures reviews and approves the base salary, annual and membership of its committees (including

incentive, and long-term incentive determining whether requisite expertise iscompensation practices for our officers and present); andkey employees;

reviews the independence of the directors and administers annual cash incentive and reports its conclusions to the Board.

long-term stock-based incentive programsunder our Annual Incentive Plan and The Corporate Governance and NominatingLong-Term Incentive Plan; and Committee concluded that, during 2012, it satisfied

its responsibilities under its charter. Also, as

reviews management succession planning with provided in its charter, the Corporate Governancethe Chief Executive Officer, and recommends and Nominating Committee concluded that, duringto the Board a successor to the Chief 2012, the Finance and Investments Committee hadExecutive Officer whenever the need to name satisfied its responsibilities under its charter.a successor arises.

Finance and Investments Committee. AmongThe Compensation and Management Succession other duties, the Finance and Investments

Committee concluded that, during 2012, it satisfied Committee:its responsibilities under its charter. See pages 29-42for more information about this Committee. reviews and acts upon financial and

investment matters, including borrowing andCorporate Governance and Nominating lending transactions entered into by Protective

Committee. Among other duties, the Corporate and its subsidiaries;Governance and Nominating Committee:

establishes policies and guidelines for reviews and makes recommendations to the investment of our assets;

Board regarding the Boards composition,including the size of the Board, the mix of reviews the investment and disposition of ourinside and outside (independent) directors, funds; andand the Boards criteria for selecting newdirectors; reviews the risks inherent in our business and

our strategy for understanding and minimizing reviews the qualifications of candidates for the consequences of those risks.

election to the Board and recommends to the

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Committee Memberships. The following table Meetings and Meeting Attendanceshows the current membership of each standingcommittee. The Board and its standing committees held the

following number of regular and special meetingsDirector Audit Comp Corp Gov F & Iduring 2012:

Burton X X# MeetingsChao X X

Hamby Chair X Board of Directors 6Johns Chair Audit Committee 6

Leonard Chair X Compensation and ManagementMcCrary X X Succession Committee 4McMahon X Chair X

Corporate Governance andMiller X X Nominating Committee 3Portera X X Finance and Investments Committee 3Ritter X

Spikes X XEach director attended at least 75% of theTerry X X

combined Board and committee meetings heldWarren X Xduring the period served by that director in 2012.Wilson X X

Share Owners Annual Meeting. Our directorsOther Committees. From time to time, the are expected to attend annual meetings of share

Board appoints other committees to assist it in its owners. All directors then serving on our Boardresponsibilities (such as committees to determine the attended the 2012 annual meeting.price and terms of securities offerings or significanttransactions).

Board Composition, Nominations and Qualifications

Board Composition and Director Qualifications collectively bring a diversity of backgroundsand experiences to the Board; and

Our Board has adopted policies regarding ourdirectors and the composition of the Board. These be committed to representing the long-termpolicies state that our directors should: interests of our share owners.

be non-employees (except for our President Our Corporate Governance and Nominatingand Chief Executive Officer); Committee and the Board consider these factors (as

well as other pertinent information, such as the have a background evidencing a high level of experience and tenure of each director, the size of

knowledge, experience, judgment, education, the Board and the Boards retirement policy) incharacter, dedication and achievement; evaluating the Board and nominees for the Board.

The Committee evaluates the effectiveness of this possess high personal and professional ethics, policy by monitoring the effectiveness of our Board

integrity and values; and committee meetings (including the effectivenessof reports made by management, the preparation

have an inquisitive and objective perspective, and participation of the directors in the meetings,

practical wisdom and mature judgment; and the interaction and communication between thedirectors and management). be willing to devote sufficient time and energy

to Protectives business;

be share owners as provided in our Bylawsand our Corporate Governance Guidelines;

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Director Nominations Elaine L. Chao. Secretary Chao served as the24th Secretary of the United States Department of

The Corporate Governance and Nominating Labor from 2001 until 2009. She is a DistinguishedCommittee considers recommendations for director Fellow at the Heritage Foundation, and Chairman ofnominees from directors and share owners. Share the Ruth Mulan Chu Chao Foundation. Prior toowners should submit recommendations in writing to leading the Department of Labor, Secretary Chaothe Corporate Governance and Nominating was President and Chief Executive Officer of UnitedCommittee, c/o Secretary, Protective Life Way of America, Director of the Peace Corps,Corporation, P.O. Box 2606, Birmingham, Deputy Secretary of the Department of Alabama 35202. Please include relevant information Transportation and Chairman of the Federalabout the potential nominee (including name, Maritime Commission. She was also a banker withaddress, telephone numbers, and a brief description Bank of America and Citicorp. She currently servesof the individuals background and experience). Each on the Boards of Directors of Dole Food Company,individual recommended will be evaluated in light of Wells Fargo & Company and News Corporation.the criteria described above. Secretary Chao previously served on the Companys

Board of Directors from 1997-2000. OtherQualification of Directors directorships prior to her return to government

service in 2011 included: NASD, Inc.; NorthwestThe following summarizes some of the key Airlines; HCA Healthcare Company; and Raymond

experiences, qualifications, education and other James Financial. Secretary Chao received her Masterattributes of our directors: in Business Administration from Harvard Business

School and a degree in economics from MountRobert O. Burton. Mr. Burton is the President Holyoke College. We believe that Secretary Chaosand Chief Executive Officer of Hoar executive skills and experience as a leader in theConstruction LLC, a construction company with private, public and non-profit sectors, along with herprojects in the retail, heavy civil, commercial, seasoned business judgment, are valuable to thehealthcare, institutional and hospitality markets. Companys Board of Directors.Mr. Burton grew up in the construction industry,spending his summers working at Hoar Construction Thomas L. Hamby. Mr. Hamby is retiredfrom the time he was thirteen. After joining Hoar from AT&T, Inc. (formerly BellSouthConstruction full time, Mr. Burton quickly moved Corporation), where he held the office ofthrough the ranks, progressing from his college co-op President-Alabama. Mr. Hamby joined BellSouthdays to his present capacity. Mr. Burton serves on in 1971 and held various positions of increasingthe Board of Directors of Regions Bank and on the responsibility within BellSouth, including DirectorBoard and Executive Committee of American of Federal Regulatory Matters in Washington, DC,Contractors Insurance Group, a private company Vice President of Product Management for thecategorized under Workers Compensation Company and Vice President/Regulatory-Georgia.Insurance. Mr. Burton serves as a director for the He was appointed President-Alabama in DecemberLakeshore Foundation and is a past member of the 1999, and President-Alabama, AT&T in JanuaryBoards of the National Multiple Sclerosis Society, 2007. As President-Alabama, Mr. Hamby led athe Birmingham Zoo and the Baptist Health successful effort to introduce and pass legislation toFoundation. Mr. Burtons community involvement deregulate operations and allow development of aalso includes the Birmingham Business Alliance, the more competitive marketplace. Mr. Hamby is aMonday Morning Quarterback Club, and the member of Region Banks Birmingham AdvisoryKiwanis Club of Birmingham. Mr. Burton received Board. Mr. Hamby has served as Chairman of thean undergraduate degree in Building Construction Business Council of Alabama, Chairman of the

from Auburn University. We believe that Metropolitan Development Board, Chairman of theMr. Burtons skills that have led to the expansion of Birmingham Area Chamber of Commerce, ChairmanHoar Construction through the addition of a of the Board of the Greater Alabama Council BoyHealthcare division, a Program Management division Scouts of America, Treasurer of the Birmingham Civiland opening offices in Houston, Orlando and Rights Institute, Chairman of the Governors TaskNashville; his leadership in the community; and his Force on Education, and previously served for sixseasoned business judgment are valuable to our years as the Chairman of the Board of Trustees of theBoard of Directors. Birmingham Museum of Art. Mr. Hamby holds an

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undergraduate degree in agricultural engineering Vanessa Leonard. Ms. Leonard is a practicingfrom the University of Georgia and is actively attorney and provides consulting services forinvolved in beef production on the Hamby Farm in not-for-profit organizations, primarily in the areas ofGeorgia. We believe that Mr. Hambys skills and management, legal and organizational behavior. Sheexperience as a senior executive at AT&T in the was previously a senior consultant and manager withtelecommunications industry, which during his tenure KPMG, Higher Education Consulting, Southeasttransitioned from being heavily regulated to Market in Washington, D.C. and Atlanta, Georgia,becoming highly competitive; and his experience as a and a financial analyst for Emory University inleader in other business and civic organizations; Atlanta, Georgia. In her consulting and analyst roles,along with his seasoned business judgment, are Ms. Leonard focused on management accountingvaluable to our Board of Directors. matters (primarily governmental compliance and

indirect cost accounting) for higher educationJohn D. Johns. Mr. Johns joined Protective in institutions. Ms. Leonard is a member of the Board

October 1993 as Executive Vice President and Chief of Trustees of the University of Alabama, where sheFinancial Officer. In August 1996, Mr. Johns became is Chairman of its Audit Committee and serves onPresident and Chief Operating Officer; in January its Finance, Compensation and Investment2002, he became President and Chief Executive Committees. Ms. Leonard is also a member of theOfficer; and in January 2003, he became Chairman, Health Care Authority for Baptist Health Board.President and Chief Executive Officer. Before Ms. Leonard served on the Governors Task Force tojoining Protective, Mr. Johns was Executive Vice Strengthen Alabamas Families and previously servedPresident and General Counsel of Sonat Inc. Prior on the Board of the United Way for the Lake

to joining Sonat, Mr. Johns was an attorney in Martin area in Alabama. Ms. Leonard received anprivate practice, focusing on commercial and undergraduate degree in Health Care Managementfinancing transactions and the financial services from the University of Alabama, a Master ofindustry. Mr. Johns is on the Boards of Directors of Business Administration from the University ofAlabama Power Company (a wholly-owned Mississippi and a Juris Doctorate from thesubsidiary of The Southern Company, whose stock is University of Alabama School of Law. The Companytraded on the NYSE), Regions Financial believes that Ms. Leonards experience as anCorporation and Genuine Parts Company. He is a attorney; her management accounting experience andTrustee of Birmingham-Southern College and the skills in the field of accounting and compliance withAltamont School. He is on the Boards of Directors complicated regulations for large, complexof the American Council of Life Insurers, the organizations; and her leadership roles in civic andBirmingham Civil Rights Institute, and the Economic not-for-profit organizations, are valuable to theDevelopment Partnership of Alabama. He currently

Companys Board of Directors.serves on the Executive Committee of the Board ofDirectors for the Financial Services Roundtable, is Charles D. McCrary. Mr. McCrary is Presidentthe Chairman of the Board for the Birmingham and Chief Executive Officer of Alabama PowerBusiness Alliance and is the Chairman Elect Company, an electric utility company that is whollyDesignate to the American Council of Life Insurers owned by The Southern Company (a corporationBoard of Directors. He has previously served in a whose stock is traded on the NYSE). Mr. McCraryleadership role in the Business Council of Alabama, joined Alabama Power while in college and has heldother financial services industry associations and civic various positions of increasing responsibility withinand educational organizations. Mr. Johns received an Southern Company. He served as Vice President forundergraduate degree from the University of Southern Nuclear Operating Company and later heldAlabama and a Master of Business Administration the positions of President of Southern Companyand a Juris Doctorate from Harvard University. We Generation, Chief Production Officer of Southern

believe that Mr. Johns background in the practice of Company and President of Southern Powerlaw; his skills and experience as a senior executive of Company. Mr. McCrary serves as Chairman of thethe Company and Sonat; and his experience as a Economic Development Partnership of Alabama. Heleader in other business, civic, educational and serves on the Boards of Directors of Regionscharitable organizations; his knowledge and Financial Corporation, Mercedes-Benz U.S.experience as a leader in the life insurance industry; International, Inc., Childrens Health System andand his long-standing knowledge of the Company; Auburn University, as well as various civicand his seasoned business judgment, are valuable to organizations. He is also a member of the State ofour Board of Directors. Alabama Engineering Hall of Fame. Mr. McCrary

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received an undergraduate degree in mechanical Securities LLC, Senior Vice President of Theengineering from Auburn University and a Juris Hartford Financial Services Group, Inc., PresidentDoctorate from the Birmingham School of Law. We and CEO of The Hartford International Financialbelieve that Mr. McCrarys skills and experience as a Services Group, Inc. and Chief Operating Officer ofsenior executive of Alabama Power Company, a Hartford companies in Brussels, Belgium. He is alarge and highly regulated electric utility company; past Chairman of the Committee of Americanhis experience as a leader in other business, civic, Insurers in Europe and of the Internationalnot-for-profit and educational organizations; and his Committee of the American Insurance Association.seasoned business judgment, are valuable to our He was an industry expert to the OECD InsuranceBoard of Directors. Committee in Paris, a member of the U.S.

Commerce Departments Advisory CommitteeJohn J. McMahon, Jr. Mr. McMahon is ISAC 13, and a past Board Member of ITT Europe.

Chairman of Ligon Industries, LLC. Previously, Mr. Miller has also held leadership roles on theMr. McMahon was a lawyer in private practice in Boards of Directors of non-profit organizations andBirmingham, Alabama, before spending 25 years is a professional photographer and founder of awith McWane, Inc., a privately held manufacturing publishing company. Mr. Miller received ancompany with international operations having over undergraduate degree in economics from Carleton20 plants and over one billion dollars in sales. College in Northfield, Minnesota, and studied at theDuring his career at McWane, Inc., Mr. McMahon Universite de Besancon in Besancon, France and theheld numerous management positions, including College of Insurance in New York. We believe thatPresident and Chairman of the Board, and Mr. Millers extensive background in the insurance

negotiated over 25 acquisitions ranging from publicly industry, both in the U.S. and internationally; hisheld companies to small privately held companies. experience as an executive in investment bankingMr. McMahon serves or has served on the Boards of and insurance; and his experience as a leader inDirectors of publicly and privately held companies, international insurance industry organizations, areincluding ProAssurance Corporation, National Bank valuable to our Board of Directors.of Commerce, Alabama National Bancorporation,John H. Harland Company and Cooper/T. Smith Malcolm Portera. Dr. Portera is the formerCompany. He is on the Boards of Trustees for the Chief Executive Officer of The University ofUniversity of Alabama and Birmingham-Southern Alabama System, which is Alabamas largest higherCollege. He has also been a Director or Trustee of education enterprise. It includes doctoral researchthe Birmingham Airport Authority and the universities in Tuscaloosa, Birmingham andUniversity of Alabama at Birmingham Health Huntsville as well as the acclaimed UAB HealthSystem. Mr. McMahon received his undergraduate System. Prior to his position at The University ofdegree from Birmingham-Southern College and a Alabama System, Dr. Portera was the 16th presidentJuris Doctorate from the University of Alabama of Mississippi State University. Before that,School of Law. We believe that Mr. McMahons Dr. Portera held a number of increasingly importantbackground as a lawyer in private practice; his skills positions with the University of Alabama Systemand his long experience as a senior executive of before leaving in 1996 to launch a successful businessMcWane and Ligon Industries; his experience as a development and strategic planning company.leader in other business, civic, educational, and Dr. Portera serves on the Board of Directors ofnot-for-profit organizations; his long-standing Alabama Power Company, where he is a member ofknowledge of the financial services industry; and his its Compensation Committee, and he previouslyseasoned business judgment, are valuable to our served on the Board of Directors of RegionsBoard of Directors. Financial Corporation. He also serves in a leadership

role for the Riley Foundation. He is the former

Hans Miller. Mr. Miller is an advisor to Chairman of the Council of Presidents of thefinancial and non-financial institutions globally, Southeastern Universities Research Association andparticularly in the areas of acquisitions and strategy. Vice Chairman of the Alabama Research Alliance.Mr. Millers career has included extensive multi- Dr. Portera received undergraduate and mastersnational business experience in both operations and degrees from Mississippi State University and acorporate finance. Mr. Miller is the Non-Executive Ph.D. from The University of Alabama. We believeChairman of Hwa Hong Corporation Ltd., that Dr. Porteras background and long experience asSingapore. Previously, he was Managing Director a senior executive of The University of Alabamaand Senior Advisor with Banc of America System and Mississippi State University; his

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experience as a leader in other business, civic, organizations; and his seasoned business judgment,educational and not-for-profit organizations; and his are valuable to our Board of Directors.seasoned business judgment, are valuable to our

Jesse J. Spikes. Mr. Spikes is Senior CounselBoard of Directors.with the Atlanta based law firm, McKenna Long &

C. Dowd Ritter. Mr. Ritter retired as the Aldridge LLP, specializing in corporate, banking,Chairman and Chief Executive Officer of Regions insurance, health care and sports law. Mr. SpikesFinancial Corporation and Regions Bank on also works with businesses in the areas of advertisingMarch 31, 2010 after forty-one years of service. and marketing law, including the negotiation of

Throughout his career, Mr. Ritter was elected to endorsements and the preparation of licensingpositions of increasing responsibility including agreements. Mr. Spikes has practiced law for moreExecutive Vice President of Retail Banking; Senior than thirty years. He joined the firm in 1986, becameExecutive Vice President of the Trust Division; Vice a partner in 1989 and senior counsel in 2010.Chairman of the Board; President and Chief Mr. Spikes previously served as General Counsel ofOperating Officer and then Chairman and Chief Atlanta Life Insurance Company and legal advisorExecutive Officer. Mr. Ritter also serves on the for Al Bahrain Arab African Bank. Mr. Spikes hasBoard of Directors of Alabama Power Company, previously served as a director of publicly andBoard of Trustees of Birmingham-Southern College privately held companies. Mr. Spikes serves inand Chairman Emeritus of the Birmingham Business leadership roles with Childrens Health Care ofAlliance. Mr. Ritter served as Corporate Chairman Atlanta, and has served in leadership roles with Boyfor the Alabama Symphony Orchestra 2010 Scouts of America. Mr. Spikes received his

Maestros Ball. Mr. Ritters additional past service to undergraduate degree in English from Dartmouththe community includes serving as honorary College, his undergraduate degree in Philosophy andCo-Chairman of The New Ronald McDonald House Politics from University College at Oxford UniversityCapital Campaign in 2006, 2009 Co-Chairman of the and his Juris Doctorate from Harvard University. We50th Anniversary Campaign for The Community believe that Mr. Spikes skills and experience as anFoundation of Greater Birmingham, 2007 Honorary attorney whose practice concentrated in areas ofChairman of the Multiple Sclerosis Societys Legacy corporate and insurance law, with particularof Leadership Campaign, Birmingham Civil Rights emphasis on corporate governance and compliance,Institute Campaign Steering Committee, the internal investigations and audits, special boardSixteenth Street Baptist Church Stabilization committee representations, corporate finance andSteering Committee, Chairman of the Board of mergers and acquisitions; and his experience as aDirectors and 1993 Campaign Chairman for the leader in other business and civic organizations areUnited Way of Central Alabama, and Campaign valuable to our Board of Directors.Co-Chairman for the American Cancer Societys

William A. Terry. Mr. Terry is one of theFive Points South Center and Hope Lodge, memberfounders of Highland Associates, Inc., an investmentof the Board of Trustees of the Birminghamadvisory firm that advises on approximatelyMuseum of Art and Leadership Birmingham, and$14.6 billion of assets (as of August 2012) forthe Board of Directors of the Economicnot-for-profit health care organizations, foundations,Development Partnership of Alabama. Mr. Ritterendowments and select individuals. Before startingwas named Business Person of the Year in 2006 byHighland Associates in 1987, Mr. Terry worked inthe Birmingham Business Journal, CEO of the Yearthe Investment Management Consulting Group ofin 1998 by The Birmingham News, and the 1999Interstate/Johnson Lane Corporation. In addition toHumanitarian of the Year by the Alabama ChapterHighland Associates, Mr. Terry serves as a Trustee ofof the Arthritis Foundation. Mr. Ritter earned anthe Nature Conservancy of Alabama. Mr. Terryundergraduate degree in Economics from

previously served as a member of the ExecutiveBirmingham-Southern College in Birmingham, Committee and President for the Mountain BrookAlabama. He is a graduate of the School of BankingCity Schools Foundation and Chairman of theof the South at Louisiana State University, where heExecutive Board of the Greater Alabama Council ofhas been a past instructor. We believe thatBoy Scouts of America. Mr. Terry received anMr. Ritters experience as a senior executive of largeundergraduate degree from Davidson College and isfinancial institutions; the depth of his exposure toa CFA charter holder. The Company believes thatcomplex financial issues at such large publicMr. Terrys skills and experience at Highlandcompanies; his experience as a leader in otherAssociates in the field of investments and as a leaderbusiness, civic, not-for-profit and educational

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of the firm; his experience as a leader in civic, corporate finance. Ms. Wilson is the Chief Financialeducational and not-for-profit organizations; and his Officer for Golden Seeds, LLC. Ms. Wilson retiredseasoned business judgment, are valuable to our in 2007 from Deutsche Bank Securities, Inc., whereBoard of Directors. she had been a Managing Director and equity

research analyst with primary responsibility for theW. Michael Warren, Jr. Mr. Warren is U.S. life insurance industry. She had previously held

President and Chief Executive Officer of Childrens senior positions in equity research at Credit Suisseof Alabama and Childrens Hospital, an First Boston and Donaldson, Lufkin & Jenrette. Sheindependent, not-for-profit, free-standing pediatric is past-president of the Association of Insurance andhealthcare center. Prior to joining Childrens in Financial Analysts. Ms. Wilson also spent three yearsJanuary 2008, Mr. Warren was Chairman and Chief in the insurance industry practice of the InvestmentExecutive Officer of Energen Corporation and its Banking Division of Credit Suisse. Prior to Credittwo primary subsidiaries, Alagasco and Energen Suisse, Ms. Wilson worked in the insurance industryResources. Mr. Warren became President of with Marsh & McLennan, initially as an insuranceAlagasco in 1984 and held a number of increasingly broker and then as a property-casualty credit analyst.important positions with Energen before being In addition to her investment activities with Goldennamed President and Chief Executive Officer in Seeds, Ms. Wilson holds a leadership position withFebruary 1997 and Chairman in January 1998. responsibilities for investor and entrepreneurMr. Warren was a lawyer in private practice in education. In this capacity, Ms. Wilson created anBirmingham, Alabama, before joining Alabama Gas entrepreneur training program, which is delivered inin 1983. Mr. Warren served on the Board of partnership with Barnard Colleges Athena

Directors of Energen Corporation until his term Leadership Lab. Ms. Wilson is also active in herexpired in April 2010. Mr. Warren has served as community through various non-profit initiatives. SheChairman of the Board of Directors of the Business is a Board Member and the Treasurer of Futures andCouncil of Alabama, the United Way, and Childrens Options, which connects underserved youth with paidof Alabama. He also has been Chairman of the internships and mentoring. As a former trustee ofMetropolitan Development Board, the Alabama The Ethel Walker School, a secondary school inSymphony Board of Directors and the American Connecticut, Ms. Wilson served on the Finance andHeart Association Board of Directors. He has Audit Committees and was the Chairman of thechaired the general campaign of the United Way for Investment Committee for the endowment.Central Alabama and the United Negro College Ms. Wilson is also actively engaged in a variety ofFund. Mr. Warren received an undergraduate degree financial education initiatives in the New York metrofrom Auburn University and a Juris Doctorate from area, and on behalf of The Coalition for DebtorDuke University. We believe that Mr. Warrens

Education, she teaches financial literacy at severalbackground as an attorney; his skills and long non-profits. Ms. Wilson received an undergraduateexperience as Chairman and CEO of a highly degree from Amherst College, and a Master ofregulated publicly held utility; his continuing Business Administration from New York Universitysexperience as President and CEO of Childrens of Stern School of Business. We believe thatAlabama; his experience as a leader in other Ms. Wilsons background, skills, and experience as abusiness, civic, and not-for-profit organizations; and senior financial analyst in the life insurance industry;his seasoned business judgment, are valuable to our her extensive knowledge of the industry; herBoard of Directors. experience in and leadership roles in civic,

not-for-profit and educational organizations, areVanessa Wilson. Ms. Wilson is a financevaluable to our Board of Directors.professional with 25 years of experience on Wall

Street and in the insurance industry, with particular

expertise in investments, the public markets, and

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Director Independence

Independence Standards if the director or an immediate familymember is an officer or director of another

Our Corporate Governance Guidelines provide company or an organization on whose boardthat a majority of our directors must meet the any of our present executive officers or othercriteria for independence required by the NYSE. directors sit;The Board has adopted categorical independencestandards consistent with the NYSE listing if the director or an immediate familyguidelines. These standards are contained in member is a current executive officer or otherExhibit A to our Corporate Governance Guidelines, employee of another company that either:found on our website at www.protective.com underInvestor Relations Corporate Governance. A does business with us and the annual salesdirector is not considered independent unless the to, or purchases from, us in any of the lastBoard has determined that the director has no direct 3 fiscal years were less than 2% of theor indirect material relationship with us. Material other companys consolidated grossrelationships can include commercial, industrial, revenues; orbanking, consulting, legal, accounting, charitable andfamilial relationships, among others. In determining is indebted to us, or to which we area directors independence, the Board also observes indebted, and the total amount of eitherany other laws and regulations governing us and companys indebtedness to the other is less

evaluates any information it has that may impact than 1% of the other companys totalindependence. consolidated assets; or

The Board has established certain categories of if the director or an immediate familyrelationships that do not, in the Boards opinion and member is an executive officer, director orabsent other circumstances, cause a director to be trustee of a foundation, university or otherless than independent. As a result, the Board does nonprofit organization that has received fromnot consider the following relationships to be us (including our foundation), during any of automatic disqualifiers when evaluating the the last 3 fiscal years, contributions which didindependence of our directors: not exceed the greater of $1 million or 25%

of that organizations annual consolidated if a family member of the director (other than gross revenue during that organizations fiscal

a spouse, child or child-in-law) is, or has been year.within the last 3 years, a Protective employee,if the employee is not an executive officer of Review of Director IndependenceProtective or an officer with a policy-makingrole; The Board conducts an annual review of the

independence of all directors. Before the meeting at if an immediate family member of the which this review occurs, each director is asked to

director is either: supply the Corporate Governance and NominatingCommittee and the Board with complete information

a current employee of our internal or about the directors relationships with us and withexternal auditor, if the immediate family our senior management and their affiliates. Ourmember does not participate in the firms management provides additional information aboutaudit, assurance or tax compliance practice; transactions, relationships or arrangements betweenor us and the directors or parties related to the

directors. a partner, member or principal of a law

firm or other firm that provides The Corporate Governance and Nominatingnon-accounting professional services, if the Committee reviews this information and makes itsimmediate family member does not deriveincome directly dependent on the revenuesreceived from us or perform significantwork for us;

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own determinations of each directors independence. Form 8-K, in the course of gathering information toIt reports its findings and the reasons for those prepare this proxy statement, we learned thatfindings to the Board, which then makes the final C. Dowd Ritters son, William D. Ritter, is andeterminations of director independence. executive officer (as defined in the listing standards)

of Regions Financial. Because William D. Ritter isIndependence Determinations an immediate family member of C. Dowd Ritter and

an executive officer (as that term is used in NYSEThe Corporate Governance and Nominating listing standards) of Regions Financial, and

Committee and the Board have reviewed the Mr. Johns, our Chairman of the Board, Presidentindependence of our directors, following the and Chief Executive Officer, has served as a memberprocedures outlined above. As part of this review, of the Compensation Committee of the Board ofthe Committee and the Board considered the Directors of Regions from October 2011 untilfollowing: February 6, 2013, C. Dowd Ritter is not considered

to be an independent director of the Company under Mr. McCrary serves as President and Chief the NYSE listing standards. Accordingly, we

Executive Officer of Alabama Power determined that C. Dowd Ritter, the formerCompany; Mr. Johns also serves as a director Chairman of our Compensation and Managementof Alabama Power Company. Alabama Power Succession Committee, was not independent underCompany has no publicly traded common the NYSE listing standards, and that ourstock, and is a wholly-owned subsidiary of The Compensation and Management SuccessionSouthern Company, a corporation whose Committee had not been in compliance with the

stock is traded on the NYSE. Among other NYSE listing standards.factors that they considered, our CorporateGovernance and Nominating Committee and We acted promptly to regain compliance withour Board have been advised that the Board the NYSE listing standards. On February 6, 2013,of Directors of The Southern Company (and C. Dowd Ritter resigned as Chairman and as anot the Board of Directors of Alabama Power member of our Compensation and ManagementCompany) determines Mr. McCrarys Succession Committee, and the Board appointedcompensation and terms of employment and Mr. Hamby to serve as Chairman of the Committeeall issues regarding Mr. McCrarys tenure and and appointed Mr. McMahon to serve as a membermanagement succession planning. of the Committee to fill the vacancy resulting from

Mr. Ritters resignation. The current members of the That a limited liability company, established Committee (Mr. Hamby (Chairman), Mr. McMahon

by limited liability companies maintained for and Mr. Spikes) are all independent as defined inthe benefit of the families of Mr. Johns and the NYSE listing standards. Therefore, as a result ofMr. Terry, owns certain recreational property these actions, we have regained compliance with the(a small portion of which is also owned by NYSE listing standards.each of Mr. Johns and Mr. Terry).

After review and discussion of the information Mr. Johns and Mr. McCrary are directors of provided to it and the report of the Corporate

Regions Financial Corporation. Mr. Ritter is Governance and Nominating Committee, the Boardthe former Chief Executive Officer of Regions affirmatively determined that, under the NYSEFinancial and his son, William D. Ritter, is an independence standards, twelve of our currentexecutive officer of Regions Financial. non-employee directors (Burton, Chao, Hamby,Mr. Burton and Mr. Hamby serve as directors Leonard, McCrary, McMahon, Miller, Portera,on a local Regions Bank Advisory Board. Spikes, Terry, Warren and Wilson) are independent.

Mr. Ritter and Mr. Johns, our Chairman, PresidentAs previously disclosed in our Current Report and Chief Executive Officer, are our only

on Form 8-K filed with the SEC on February 6, non-independent directors. The Board also2013, on that date we notified the NYSE that we determined that all members of the Audithad not been in compliance with Section 303A.05 of Committee, the Compensation and Managementthe NYSE listing standards (which requires listed Succession Committee, and the Corporatecompanies to have a compensation committee Governance and Nominating Committee meet thecomposed entirely of independent directors, as applicable independence requirements as defined bydefined in the listing standards). As disclosed in the NYSE listing standards.

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Compensation Committee Interlocks and Insider Participation

During 2012, the members of our Compensation these individuals and any of our executive officers. Inand Management Succession Committee were addition, none of these individuals has ever been anMr. Ritter (Chairman), Mr. Hamby and Mr. Spikes. officer or employee of ours, or had any relationshipNo interlocking relationship (as defined in the SEC for which the SEC requires disclosure (except asproxy rules) existed during 2012 between any of noted above).

Related Party Transactions

Related Party Transaction Policy and Procedures transaction, the committee will consider all relevantfactors, including (as applicable):

We review all relationships and transactions inwhich we and related parties (our directors, our business rationale for entering into thedirector nominees, executive officers, and their transaction;immediate family members) participate to determineif any related party has a direct or indirect material the alternatives to entering into theinterest. Our General Counsels Office is primarily transaction;responsible for developing and implementingprocesses to obtain the necessary information and whether the terms of the transaction are

for determining, based on the facts and comparable to those that could be obtained incircumstances, whether a direct or indirect material arms-length dealings with an unrelated thirdinterest exists. We disclose any such transactions in party;our proxy statement, as required by SEC rules.

the potential for the transaction to lead to anIf the General Counsels Office determines that actual or apparent conflict of interest, and any

a transaction may require disclosure under SEC safeguards imposed to prevent actual orrules, the General Counsels Office will notify: apparent conflicts; and

the Corporate Governance and Nominating the overall fairness of the transaction to us.Committee, if the transaction involves one ofour directors or director nominees; otherwise, Related Party Transactions

the Audit Committee. Based on the information available to theGeneral Counsels Office and to the Board, there

The relevant Board committee will approve or have been no transactions between us and anyratify the transaction only if it determines that the related party since January 1, 2012, nor are anytransaction is in our best interests. In considering the currently proposed, for which disclosure is required

under SEC rules.

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Director Compensation

This table has information about the 2012 compensation of our non-employee directors.

Director Compensation Table

Fees earnedor paid Stock All otherin cash awards compensation Total

Name ($) ($) ($) ($)

(a) (b) (c) (d) (e)

Robert O. Burton $66,200 $56,812 $4,743 $127,755

Elaine L. Chao $69,300 $56,812 $ 157 $126,269

Thomas L. Hamby $67,400 $56,812 $4,726 $128,938

Vanessa Leonard $96,400 $56,812 $4,321 $157,533

Charles D. McCrary $66,200 $56,812 $4,423 $127,435

John J. McMahon, Jr. $71,200 $56,812 $ 157 $128,169

Hans H. Miller $75,300 $56,812 $1,186 $133,298

Malcolm Portera $72,800 $56,812 $ 157 $129,769

C. Dowd Ritter $72,400 $56,812 $4,423 $133,635

Jesse J. Spikes $74,000 $56,812 $ 157 $130,969

William A. Terry $67,400 $56,812 $4,468 $128,680

W. Michael Warren, Jr. $69,800 $56,812 $4,938 $131,550

Vanessa Wilson $75,300 $56,812 $ 157 $132,269

Discussion of Director Compensation Table Meeting Attendance Fees

We pay director compensation only to directors Board meeting (or per day for multi-daywho are not our employees. meetings):

out-of-town director in person $2,600Column (b) Fees earned or paid in cash. The out-of-town director by telephone $1,500

2012 cash compensation components were in-town director $1,500

Cash Retainer Fees Board committee meeting $1,200

Board membership $12,500 per quarter For meetings held in Birmingham in 2012, ourout-of-town directors were Secretary Chao,

Additional retainer for Audit Committee Ms. Leonard, Mr. Miller, Dr. Portera, Mr. Spikeschair $5,000 per quarter and Ms. Wilson.

Additional retainer for other Board Column (c) Stock awards. The amount in thecommittee chairs $1,250 per quarter table reflects the issuance on May 14, 2012, of 2,000shares of our common stock to each director as an

Cash retainers are paid in February, May, annual stock retainer. This amount is based on theAugust and November. value of our stock on that date ($28.41).

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These grants were made under our Stock Plan part of their annual retainer. The maximum grant isfor Non-Employee Directors, which is described 2,000 shares per director per year. Grants are madebelow. under our Stock Plan for Non-Employee Directors,

which you approved in 2004. We may issue no moreColumn (d) All Other Compensation. During than 100,000 shares under the plan before its

2012, we gave each director a gift that cost $157, and scheduled May 1, 2014 termination date. (We arethis amount is included in the table. asking you to approve an amended and restated

Stock Plan for Non-Employee Directors at this yearsIf a directors spouse or appropriate guest annual meeting, as discussed at Proposal 2 below.)

travels with the director on Company business, wereimburse the director for the associated travel Deferred Compensation Plan. Directors mayexpenses if the spouses or guests presence on the elect to defer their compensation. They may defertrip is deemed necessary or appropriate for the cash amounts into a common stock equivalent or anpurpose of the trip. If reimbursement of these interest-bearing equivalent (earning interest at theexpenses results in taxable income to the director, 30-day LIBOR rate plus 0.75%). Directors may deferwe provide the director a payment to cover the taxes stock compensation only as common stockthat the director is expected to incur with respect to equivalents. We do not provide any above-market orthe reimbursement (and the related payment). In preferential earnings rates, and do not guaranteesome situations, these tax reimbursement payments that a directors investments in common stockare paid in the year after the spouses or guests trip. equivalents will make money.During 2012, Mr. Burton, Mr. Hamby, Ms. Leonard,

Mr. McCrary, Mr. Miller, Mr. Ritter, Mr. Terry and Amounts deferred into the interest-bearingMr. Warren each received a tax reimbursement equivalent are payable in cash. Amounts deferred aspayment with respect to spousal or guest travel common stock equivalents are payable as shares ofexpenses incurred in 2011, and these amounts are stock.included in the table.

Stock Ownership Guidelines. Our directors areStock Plan for Non-Employee Directors. We expected to own our stock (or stock equivalents held

believe that director compensation should be tied to under our deferred compensation plan) with a valueyour interests as share owners. Therefore, we pay a of at least 3 times the annual retainer. If a directorsignificant percentage of director compensation in does not own this amount when first elected, theour common stock. director must retain shares of stock until this level is

met. This guideline applies to all shares that theEach year, the Board of Directors may grant director acquires (even if they purchase shares on

each non-employee director shares of our stock as the open market).

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PROPOSAL 2: APPROVAL OF STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

Introduction approved the Plan in 2004, the Board has grantedshares to each non-employee director as a portion of

We believe it is in the best interests of you and the directors annual retainer. For example, in eachthe Company for our non-employee directors to of the last four years (including 2012), the Boardreceive a significant portion of their annual retainer granted 2,000 shares to each non-employee director.in the form of common stock. We currently make (New directors received a pro-rated grant based onannual grants of common stock to our non-employee the number of months remaining until the next grantdirectors under our Stock Plan for Non-Employee of shares.) A director may elect to have these sharesDirectors, which you approved in 2004. The Board issued to them immediately, or to defer the grantsbelieves that the Plan helps the Company attract, into their account in the Deferred Compensationmotivate and retain talented non-employee directors, Plan for Directors Who Are Not Employees of theand links their compensation to Company Company (the Directors Deferred Compensationperformance. Plan). Share equivalents in the Directors Deferred

Compensation Plan (including share equivalentsIn February 2013, the Board amended and purchased with reinvested dividend equivalents) are

restated the Plan, to be effective as of May 13, 2013 issued to the director as shares of our commonif you approve it. As described in more detail below, stock, generally upon the directors end of service onthe Board is seeking your approval of the revised the Board or the directors death, as provided in thatPlan: plan.

to extend the term of the Plan by Since you approved the Plan in 2004, 32,338approximately five years, to May 31, 2019, shares have been issued under the Plan. As of the

date of this proxy statement, an additional 120,859 to increase the maximum number

protective life 2013 proxy statement (1)

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