Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 3, 2021, the Board of Directors (the "Board") of Protective Insurance Corporation (the "Company") adopted and approved amendments to the Company's Code of By-laws as recommended to the Board by the Nominating and Governance Committee, and which the Board determined were in the best interests of the Company and its stakeholders, which became effective immediately. Pursuant to the amendment:

• Section 4.2 of the Bylaws was amended to provide for, among other things, a


  classified, or "staggered" Board, composed of three classes of directors
  serving staggered three-year terms. Each class will be comprised of a number of
  directors equal to the other classes or as near thereto as possible. In the
  event of any increase or decrease in the number of directors, the number of
  directors in each class will be apportioned as nearly equal as possible.
  Directors of each class will serve for a term ending on the date of the third
  annual shareholders meeting following the annual shareholders meeting at which
  such class of directors was elected. The initial terms of office of the initial
  Class I directors will expire at the annual meeting of shareholders to be held
  in 2021. The initial terms of office of the initial Class II directors will
  expire at the annual meeting of shareholders to be held in 2022. The initial
  terms of office of the initial Class III directors will expire at the annual
  meeting of shareholders to be held in 2023.

In connection with such amendment, the current directors on the Board were assigned to Class I, Class II and Class III as follows:


Class     Director
Class I   Stephen J. Gray
Class I   Nathan Shapiro
Class I   Robert Shapiro
Class II  Stuart D. Bilton
Class II  Otto Frenzel IV
Class II  Loriann V. Lowery-Biggers
Class II  James A. Porcari III
Class III Steven J. Bensinger
Class III Jeremy Edgecliffe-Johnson
Class III David W. Michelson
Class III John D. Nichols, Jr.

The foregoing summary of the amendments to the Code of By-Laws is qualified by reference to the full text of the Code of By-Laws, as amended, a copy of which is filed herewith as Exhibit 3.2 and incorporated herein by reference. In addition, a marked copy of the Code of By-Laws, showing all amendments approved on January 3, 2021, is attached as Exhibit 3.2.1.




Item 9.01 Financial Statements and Exhibits
(d)         Exhibits.

Exhibit No.   Exhibit
    3.2       Code of By-Laws of Protective Insurance Corporation, as amended
              through January 3, 2021.
   3.2.1      Code of By-Laws of Protective Insurance Corporation, showing all
              changes approved on January 3, 2021.

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