-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MhT+fZxrD58428gLPDtN/Em2wLbByzGaBNjZQaD97WJgO6ryvuIPuj+joTL7HrP7 Dp19tFnhd67jYBntZzSCGA== 0000355429-05-000037.txt : 20050211 0000355429-05-000037.hdr.sgml : 20050211 20050211104422 ACCESSION NUMBER: 0000355429-05-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050204 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTECTIVE LIFE CORP CENTRAL INDEX KEY: 0000355429 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 952492236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11339 FILM NUMBER: 05595673 BUSINESS ADDRESS: STREET 1: 2801 HGWY 280 S CITY: BIRMINGHAM STATE: AL ZIP: 35223 BUSINESS PHONE: 2058799230 MAIL ADDRESS: STREET 1: PO BOX 2606 CITY: BIRMINGHAM STATE: AL ZIP: 35202 8-K 1 f8kplc02112005.htm PROTECTIVE LIFE CORPORATION 8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  Date of Report  (Date of earliest event reported)    February 7, 2005


PROTECTIVE LIFE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware 1-12332 95-2492236
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

2801 Highway 280 South
Birmingham, Alabama 35223
(Address of principal executive offices and zip code)



(205) 268-1000
(Registrant's telephone number, including area code)



N/A
(Former name or former address, if changed since last report.)



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Item 1.01 Entry into a Material Definitive Agreement

        The form and amount of compensation paid to the Company's non-management directors is reviewed at least annually by the Corporate Governance and Nominating Committee of the Company's Board of Directors. On February 7, 2005, upon the recommendation of the Corporate Governance and Nominating Committee, the Company's Board of Directors approved changes to the compensation policy for non-employee directors. Effective as of the 2005 Annual Meeting of Share Owners, the annual retainer for non-employee directors will consist of $20,000 and 800 shares of the Company's Common Stock, awarded under the Company's Stock Plan for Non-Employee Directors, as previously approved by the share owners.

        The remainder of the compensation policy remains unchanged: Board members will receive $1,500 for each Board meeting attended, except for out-of-town members who will receive $2,600 for each Board meeting attended in person; Board committee members will receive $1,200 for each committee meeting attended; and the Chairperson of each Board committee will receive an annual retainer of $5,000 for chairing the committee.





SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PROTECTIVE LIFE CORPORATION
BY/s/Steven G. Walker
Steven G. Walker
Senior Vice President, Controller
and Chief Accounting Officer


Dated:   February 11, 2005













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