Exhibit 10.1

November 6, 2017

Mr. John D. Johns

Executive Chairman

Protective Life Corporation

2801 Highway 280 South

Birmingham, AL 35223

Re: Service on and after July 1, 2017

Dear Johnny :

Since July 1, 2017, you have served as Executive Chairman of Protective Life Corporation (the “Company”). This letter of agreement will confirm your duties, commitments and compensation applicable with respect to that role.

1. Duties and Responsibilities as Executive Chairman. During the period you are serving as Executive Chairman, you will continue to be an officer and employee of the Company, and your duties and responsibilities in that role will be as follows: (i) oversight of the Company’s government affairs activities, (ii) counsel with respect to strategic initiatives, (iii) oversight and advice on the Company’s innovation initiatives, (iv) coordination and scheduling of corporate airplane use, (v) chairing and oversight of the activities of the Protective Life Foundation and (vi) continued active involvement as the Company’s representative to the Board of Directors of the American Council of Life Insurers. Additionally, the Company’s CEO will report to you and interface through you to the Board, provided that this reporting arrangement is not intended to diminish or impair in any way the Company’s CEO’s authority over, or ultimate responsibility for, the management, operations and financial results of the Company or ability to communicate with members of the Company’s Board.

2. Compensation as Executive Chairman. Your compensation as Executive Chairman shall be as follows:

(a)           There will be no change in your current compensation arrangements (as CEO and now as Executive Chairman) through December 31, 2017, including perquisites, benefits and aircraft usage.

(b)           On and after January 1, 2018, as long as you serve as Executive Chairman, unless otherwise agreed, your annual compensation will be $1.2 million payable semi-monthly consistent with the Company’s normal payroll policy. During this period, you will continue to be an employee and officer of the Company, with the same perquisites and benefits (including aircraft usage) as are currently in effect, but you will not be entitled to be granted any new or additional annual incentive bonuses or long-term incentive grants. During this period, you will be expected to devote between 20% and 50% of your time to your duties and responsibilities as Executive Chairman. This compensation arrangement has been reviewed by Towers Watson, the Company’s compensation consultant, and approved by the Company’s Compensation Committee and Board of Directors.

3. Paid Time Off. For purposes of tracking your paid time off (“PTO”), during your time of service as Executive Chairman of the Company, the Company will not expect or need for you to record or track your paid time off. You will be expected to be available as needed to perform your duties as Executive Chairman as described in this letter of confirmation. Once you retire, you will not be eligible to be paid for any carry-over of your unused PTO time nor for any PTO time accrued within that year.

4. Restrictive Covenant Agreement. As a condition of your service with the Company, you shall have executed and delivered to the Company the Confidentiality and Non-Competition Agreement, attached hereto as Exhibit A (the “Restrictive Covenant Agreement”).  The parties hereto acknowledge and agree that this letter and the Restrictive Covenant Agreement shall be

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considered separate contracts, and the Restrictive Covenant Agreement will survive the termination of this letter for any reason.

5. Termination. It is understood and agreed that your service as Executive Chairman of the Company shall terminate upon the earlier of: (i) your voluntarily resignation as Executive Chairman of the Company; provided that you shall provide 90 days’ prior written notice to the Company; (ii) your resignation as Executive Chairman of the Company upon the request of the Company; provided that the Company, will provide 90 days’ prior written notice to you of its request for your resignation, other than if such termination is for Cause (as defined below); (iii) your death or permanent disability; or (iv) your termination by the Company for Cause.  Effective upon the date of such resignation or termination, as applicable, no further compensation will be paid or payable for the position from which you have separated other than those obligations accrued hereunder at such date, and the Company shall pay to you (or your beneficiary or estate) (i) any accrued but unpaid compensation under Section 2 hereof through such date (the “Earned Compensation”), (ii) any vested amounts or benefits owing to you under the Company’s otherwise applicable compensation programs or employee benefit plans and programs, including any compensation previously deferred by you (together with any accrued earnings thereon) and not yet paid by the Company (the “Accrued Obligations”) and (iii) any other amounts or benefits payable due to your retirement, termination, death or disability under the Company’s plans, policies, programs or arrangements (the “Additional Benefits”).  Any Earned Compensation shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 10 business days (or at such earlier date required by law), following the date of termination or resignation. Accrued Obligations and Additional Benefits shall be paid in accordance with the terms of the applicable plan, policy, program or arrangement.

Any amounts that have accrued to you under the Company’s Employment Agreement with you dated June 3, 2014 (the “Prior Agreement”) but that remain unpaid as of the date you sign this letter of agreement, including without limitation any accrued but unpaid portion of the Base Salary and the Annual Bonus with respect to 2017 performance (as such capitalized terms are defined in the Prior Agreement), shall be paid to you no later than March 15, 2018.  Any

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current or future amounts payable under the LTI Plan (as such term is defined in the Prior Agreement) shall be paid in accordance with the LTI Plan and the terms of the Prior Agreement.

For purposes of this letter, “Cause” shall mean (i) your act(s) of gross negligence or willful misconduct in the course of your service hereunder, (ii) willful failure or refusal by you to perform in any material respect your duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by you of any assets or business opportunities of the Company or any of its affiliates, (iv) embezzlement or fraud committed (or attempted) by you, at your direction, or with your prior actual knowledge, (v) your conviction of or pleading “guilty” or “ no contest” to, (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, an adverse impact on the performance of your duties to the Company or any of its affiliates or otherwise result in material injury to the reputation or business of the Company or any of its affiliates, (vi) any material violation by you of the policies of the Company, including but not limited to those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, or (vii) your material breach of this letter or breach of the Restrictive Covenant Agreement.

6. Taxes. The Company may withhold from any payments made under this letter all applicable taxes, including but not limited to income, employment, and social insurance taxes, as shall be required by law.

7. Delay of Payments . Any provision of this letter of agreement to the contrary notwithstanding and subject to Section 409A of the Internal Revenue Code, as amended, including any regulations promulgated thereunder (“Section 409A”), if you are a Specified Employee (as defined for purposes of Section 409A), any payments due under this letter to you that are treated as deferred compensation for purposes of Section 409A and that are payable on account of a termination of your service under this letter or otherwise shall be made on the later to occur of the time otherwise specified in Section 5 of this letter and the first business day after the date that is six months after the date of your termination or resignation (or, if earlier, within 15 business days after the date of your death).

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8. Governing Law. This agreement will be governed by the laws of the state of Delaware, without reference to the principles of conflicts of law.

9. Entire Agreement. This letter, together with any exhibits attached hereto, constitutes the entire understanding and agreement of the parties hereto regarding your service as Executive Chairman with the Company and supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the services as Executive Chairman of the Company, including the Prior Agreement, which shall terminate and be of no further force or effect as of the date on which you sign this letter of agreement, except that Sections 4(b), 4(e), 6(f), 6(g), 7, 8, 10, 11, and paragraphs (a) through (j) and (l) through (v) of Section 12 of the Prior Agreement shall survive such termination and continue in full force and effect in accordance with their terms.

If you agree that this letter properly reflects the terms and conditions of your anticipated services as Executive Chairman of the Company, please sign both copies of this letter where indicated below, returning one copy and keeping the other for your records.

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Exhibit 10.2

Exhibit A

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

As a condition of my service to Protective Life Corporation (the “ Company ”), and in consideration of my service to the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:

Section 1.                                  Confidential Information .

(a)                                  Company Group Information .  I acknowledge that, during the period of my service with the Company (the “ Service Period ”), I will have access to information about Dai-ichi Life Holdings, Inc. and all of its subsidiaries (including the Company) and affiliates (collectively, the “ Company Group ”) and that my service with the Company shall bring me into close contact with confidential and proprietary information of the Company Group.  In recognition of the foregoing, I agree, at all times during the Service Period and thereafter, to hold in confidence, and not to use, except for the benefit of the Company Group, or to disclose to any person, firm, corporation, or other entity without prior written authorization of the Company, any Confidential Information that I obtain or create.  I further agree not to make copies of such Confidential Information except as authorized by the Company.  I understand that “ Confidential Information ” means information that the Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire, create, compile, discover, or own, that has value in or to the business of the Company Group.  I understand that Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company Group, or to the Company Group’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company Group’s products or services and markets, customer lists, and customers (including, but not limited to, customers of the Company Group on whom I called or with whom I may become acquainted during the Service Period), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company Group either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company Group property.  Notwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved or (ii) any information that I am required to disclose to, or by, any governmental or judicial authority; provided , however , that in such event I will give the Company prompt written notice thereof so that the Company Group may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Confidentiality and Non-Competition Agreement (this “ Agreement ”).

(b)                                  Former Employer Information .  I represent that my performance of all of the terms of this Agreement as a service provider of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by me in confidence or trust prior or subsequent to the commencement of my service with the Company, and I will not disclose to any member of the Company Group, or induce any member of the Company Group to use, any developments, or confidential or proprietary information or material I may have obtained in connection with employment with any prior

employer in violation of a confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer.  During the Service Period, I will not improperly make use of, or disclose, any developments, or confidential or proprietary information or material of any prior employer or other third party, nor will I bring onto the premises of the Company or use any unpublished documents or any property belonging to any prior employer or other third party, in violation of any lawful agreements with that prior employer or third party.  I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by the Company.

(c)                                   Third Party Information .  I understand that the Company Group has received and in the future may receive from third parties confidential or proprietary information (“ Third Party Information ”) subject to a duty on the Company Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.  In recognition of the foregoing, I agree, at all times during the Service Period and thereafter, to hold in confidence and will not disclose to anyone (other than Company Group personnel who need to know such information in connection with their work for the Company Group), and not to use, except for the benefit of the Company Group, Third Party Information without the express prior written consent of an officer of the Company and otherwise treat Third Party Information as Confidential Information.

(d)                                  Whistleblower; Defend Trade Secrets Act Disclosure .

(i)                                      In addition, I understand that nothing in this Agreement shall be construed to prohibit me from reporting possible violations of law or regulation to any governmental agency or regulatory body or making other disclosures that are protected under any law or regulation, or from filing a charge with or participating in any investigation or proceeding conducted by any governmental agency or regulatory body.

(ii)                                   I understand that the Defend Trade Secrets Act provides that I may not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  In the event that I file a lawsuit for retaliation by any member of the Company Group for reporting a suspected violation of law, I may disclose the trade secret to my attorney and use the trade secret information in the court proceeding, if I file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.

Section 2.                                  Disclosure of Agreement .

As long as it remains in effect, I will disclose the existence of this Agreement to any prospective employer, partner, co-venturer, investor, or lender prior to entering into an employment, partnership, or other business relationship with such person or entity.  I also

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consent to the notification of my prospective employer, partner, co-venturer, investor, or lender of my rights and obligations under this Agreement, by the Company providing a copy of this Agreement or otherwise.

Section 3.                                  Restrictions on Interfering .

During the Service Period and the Post-Termination Non-Compete Period, I shall not serve as an officer, director, employee, consultant or advisor to any insurance company that engages in Competitive Activity with the Company Group.

(i)                                      “Competitive Activity” shall mean manufacturing products that are currently manufactured by the Company Group in direct competition with the Company Group, unless such Competitive Activity accounts for less than five (5) percent of such entity’s revenues or net income.

(ii)                                   “Post-Termination Non-Compete Period” shall mean the period commencing on the date of the termination of the Service Period for any reason and ending on the twelfth (12) month anniversary of such date of termination.

Section 4.                                  Reasonableness of Restrictions .

I acknowledge and recognize the highly competitive nature of the Company’s business, that access to Confidential Information renders me special and unique within the Company’s industry, and that I will have the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of my service with the Company.  In light of the foregoing, I recognize and acknowledge that the restrictions and limitations set forth in this Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of the Company Group.  I acknowledge further that the restrictions and limitations set forth in this Agreement  will not materially interfere with my ability to earn a living following the termination of the Service Period and that my ability to earn a livelihood without violating such restrictions is a material condition to my service with the Company.

Section 5.                                  Independence; Severability; Blue Pencil .

Each of the rights enumerated in this Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity.  If any of the provisions of this Agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Agreement, which shall be given full effect without regard to the invalid portions.  If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.

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Section 6.                                  Injunctive Relief .

I expressly acknowledge that, because my services are personal and unique and because I will have access to Confidential Information, any breach or threatened breach of any of the terms and/or conditions set forth in this Agreement may result in substantial, continuing, and irreparable injury to the members of the Company Group for which monetary damages would not be an adequate remedy.  Therefore, I hereby agree that, in addition to any other right or remedy that may be available to the Company in law or in equity, any member of the Company Group shall be entitled to injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Agreement without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach or posting a bond and without liability should relief be denied, modified or vacated.  Notwithstanding any other provision to the contrary, I acknowledge and agree that the Post-Termination Non-Compete Period shall be tolled during any period of violation of any of the covenants in Section 3 hereof and during any other period required for litigation during which the Company or any other member of the Company Group seeks to enforce such covenants against me if it is ultimately determined that I was in breach of such covenants.

Section 7.                                  General Provisions .

(a)                                  Governing Law and Jurisdiction .  EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES.  FURTHER, I HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE, AND WAIVE ANY RIGHT TO TRIAL BY JURY, IN CONNECTION WITH ANY DISPUTE ARISING UNDER OR CONCERNING THIS AGREEMENT.

(b)                                  Entire Agreement .  This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us.  No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged.  Any subsequent change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Agreement.

(c)                                   No Right of Continued Service .  I acknowledge and agree that nothing contained herein shall be construed as granting me any right to continued service with the Company, and the right of the Company to terminate my service at any time and for any reason, with or without cause, is specifically reserved.

(d)                                  Successors and Assigns .  This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the

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Company, its successors, and its assigns.  I expressly acknowledge and agree that this Agreement may be assigned by the Company without my consent to any other member of the Company Group as well as any purchaser of all or substantially all of the assets or stock of the Company or of any business or division of the Company for which I provide services, whether by purchase, merger, or other similar corporate transaction.

(e)                                   Survival .  The provisions of this Agreement shall survive the termination of my service with the Company and/or the assignment of this Agreement by the Company to any successor in interest or other assignee.

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I, John D. Johns, have executed this Confidentiality and Non-Competition Agreement on the date set forth below:

[ Signature Page to Johns Confidentiality and Non-Competition Agreement ]