Protective Life Corporation
Director Indemnity Agreement
This Agreement is made as of August 2, 2010 by and among Protective Life Corporation, a Delaware
corporation (the “Corporation”), and [Director’s Name].
The Director is currently a member of the Board of Directors of the Corporation and is performing valuable
services for the Corporation. The Corporation wishes the Director to continue in such capacity and the Director
is willing, under certain circumstances, to continue in such capacity.
The Corporation wishes to provide indemnification to the Director to the fullest extent permissible under the law.
Paragraphs 6.5(a) through (e) of Article VI of the Corporation’s 1998 Restated Certificate of Incorporation
provide that the Director shall not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director except in certain specified circumstances and that the Director
shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law.
The Director and the Corporation desire that the limitation of the Director’s liability and the indemnification of the
Director by the Corporation, each as provided in paragraphs 6.5(a) through (e) of Article VI of the
Corporation’s 1998 Restated Certificate of Incorporation, be contract rights and obligations that survive and
continue notwithstanding any amendment, restatement or other change to the Corporation’s 1998 Restated
Certificate of Incorporation after the date of this Agreement.
NOW, THEREFORE, in order to induce the Director to continue to serve as a director of the Corporation, and
in consideration of the Director’s continued service, the Corporation hereby agrees as follows:
1. Agreement to Indemnify
(a) (i) The Corporation agrees to indemnify and hold the Director harmless to the fullest extent permissible