ex_10a.htm


    AMENDMENT
      TO

    EMPLOYMENT
      CONTINUATION AGREEMENT

    


    This
      amendment (“Amendment”) to
      Employment Continuation Agreement (“Agreement”) is by and between Protective
      Life Corporation, a Delaware corporation (the "Company"), and
      ___________________ ("Officer") is dated and effective as of __________,
      2007.

    


    WITNESSETH
      :

    


    WHEREAS,
      the Company and Officer are
      parties to the Agreement;

    


    WHEREAS,
      the Company desires to amend
      the Agreement in order to further its purposes, and Officer is willing to enter
      into such an amendment;

    


    NOW,
      THEREFORE, in consideration of the
      premises and mutual covenants herein contained, the Company and Officer hereby
      agree as follows:

    


    1.  Section
      7(c)(i) is
      amended to read in its entirety as follows:

    


    (c)         Termination
      by the Company other than for Cause and Good Reason Termination by
      Officer.

    


    (i)         Lump
      Sum Payments.  If either (a) the Company terminates Officer's
      em­ployment other than for Cause during the Employ­ment Period or (b)
      Officer terminates employment for Good Reason at any time during the Employment
      Period, then the Company shall pay to Officer the following
      amounts:

    


    
      	
               

            	
              (A)

            	
              Officer's
                Earned Salary;

            


    

    


    
      	
               

            	
              (B)

            	
              a
                cash amount (the "Severance Amount") equal to one and one-half (1.5)
                times
                the sum of

            


    

    


    
      	
               

            	
              (1)

            	
              Officer's
                annual Base Salary; and

            


    

    


    
      	
               

            	
              (2)

            	
              the
                greater of (i) the average of the bonus amount payable (including
                any
                amounts payable under the AIP) to Officer (including any amounts
                the
                receipt of which Officer elected to defer) with respect to the three
                fiscal years of the Company (or, if fewer, the number of such fiscal
                years
                in which Officer was an employee of the Company or its affiliates)
                immediately before the Change in Control (including, for this purpose,
                any
                AIP Payout (as defined in Section 7(c)(i)(C)) or (ii) the average
                of the
                bonus amount payable (including any amounts payable under the AIP)
                to
                Officer (including any amounts the receipt of which Officer elected
                to
                defer) with respect to the three fiscal years of the Company (or,
                if
                fewer, the number of such fiscal years in which Officer was an employee
                of
                the Company or its affiliates) immediately before the Date of Termination
                (including, for this purpose, any AIP Payout);
                and

            


    

    


    
      	
            	 (C)	
              if
                Officer has an annual cash bonus opportunity (including a cash
                bonus  opportunity under the AIP) outstanding and unpaid as of
                the Date of Termination, a cash payment (the “AIP Payout”) equal to (1) if
                the Date of Termination is before December 31 of the fiscal year
                of the
                Company to which such bonus opportunity relates, an amount equal
                to
                Officer’s target bonus opportunity under such bonus plan for such fiscal
                year, and (2) if the Date of Termination is on or after December
                31 of the
                fiscal year of the Company to which such bonus opportunity relates,
                an
                amount equal to the amount Officer would have received under such
                bonus
                plan for such fiscal year based on actual achievement of the performance
                goals with respect thereto (assuming, for this purpose, that all
                subjective performance measures are achieved at a level equal to
                the
                greater of the level determined by the Company pursuant to the terms
                of
                such bonus plan and 100%).  Payment of the AIP Payout shall be
                in lieu of payment of any annual cash bonus opportunity otherwise
                due and
                payable with respect to the fiscal year of the Company referred to
                in this
                Section 7(c)(i)(C).

            


    

    


    
      	
               

            	
              (D)

            	
              the
                Accrued Obligations.

            


    

    


    The
      Earned Salary and Severance Amount shall be paid in cash in a single lump sum
      as
      soon as practi­cable, but in no event more than 10 business days (or such
      earlier date required by law), following the Date of Termination. The AIP Payout
      shall be paid in cash in a single lump sum (a) if payable under Section
      7(c)(i)(C)(1), as soon as practi­cable, but in no event more than 10
      business days (or such earlier date required by law), following the Date of
      Termination, and (b) if payable under Section 7(c)(i)(C)(2), as soon as
      practi­cable, but in no event more than 30 business days (or such earlier
      date required by law), following the Date of Termination.  Accrued
      Obligations shall be paid in accordance with the terms of the applicable plan,
      policy, program or arrangement.

    


    
      	
              2.  

            	
              This
                Amendment shall terminate on December 31, 2008, unless a Change of
                Control
                occurs on or before that date.

            


    

    


    
      	
              3.  

            	
               Except
                as otherwise provided herein, the terms of the Agreement remain in
                full
                force and effect.

            


    

    


    IN
      WITNESS WHEREOF, the Company and
      Officer have duly executed this Amendment as of the day and year first above
      written.

    


    


    PROTECTIVE
      LIFE
      CORPORATION

    


    


    By:_____________________________

    Name:                 John
      D. Johns

    Title:          
             Chairman of the Board, President
      and

    Chief
      Executive Officer

    


    


    OFFICER

    


    


    Signature:
      _______________________

    Name:                 ______________________