PLCex10b 3-31-05Performance Share Senior Officers
















Exhibit
10(b)







___________________













2005
PERFORMANCE SHARE AWARD LETTER

FOR
SENIOR OFFICERS







The
Compensation and Management Succession Committee of the Company’s Board of
Directors (the “Committee”) has awarded you the following:




_______
Performance Shares

Award
Period: January 1, 2005 - December 31, 2008

Grant
Date: March 4, 2005




The
Performance Shares were awarded pursuant to the Company’s Long-Term Incentive
Plan (the “Plan”), and are subject to the terms and conditions contained in the
Plan and in the Provisions for 2005 Performance Shares for Senior Officers set
forth in Appendix A to this Award Letter.




This
Award is intended to fulfill the Plan’s purpose of furthering the long-term
growth in profitability of the Company by offering long-term incentives to key
executives, officers and employees who will be largely responsible for such
growth. Since these Awards have been granted to only a select group of Company
employees, I request that you keep the terms of this Award
confidential.










_____________________________________________

H. Corbin
Day, Chairman,

Compensation
and Management Succession Committee

of the
Board of Directors

of
Protective Life Corporation















Exhibit
10(b)

APPENDIX
A







PROVISIONS
FOR

2005
PERFORMANCE SHARES

FOR
SENIOR OFFICERS

MARCH
4, 2005







On March
4, 2005, Protective Life Corporation (the “Company”) granted performance shares
(“Performance Shares”) under its Long-Term Incentive Plan (the “Plan”). Each
senior officer who was granted Performance Shares received a 2005 Performance
Share Award Letter for Senior Officers (the “Award Letter”). The terms of your
Award are contained in these Provisions for 2005 Performance Shares for Senior
Officers (“Performance Share Provisions”), which refer to and incorporate
information contained in the Award Letter. This Award is also subject to the
terms and conditions set forth in the Plan and any rules and regulations adopted
by the Compensation and Management Succession Committee of the Board of
Directors (the “Committee”). Any terms used in these Performance Share
Provisions and not defined herein have the meanings set forth in the
Plan.




These
Performance Share Provisions and the Award Letter constitute part of a
prospectus covering securities that have been registered under the Securities
Act of 1933. The date of this part of the prospectus is March 4,
2005.




1. General
Provisions. The
number of Performance Shares that you have been awarded, the Award Period of the
Performance Shares, and the Grant Date of the Performance Shares are set forth
in your Award Letter.




2. Earn-Out
of Performance Shares.




(a) General. Payment
of the Performance Share Award will be based upon a comparison of the Company’s
“average return on average equity” (as defined below) for the Award Period to
that of a “comparison group” (as defined below). If the Company’s average return
on average equity for the Award Period ranks below the 40th
percentile of such measure for the comparison group, no payment will be made; if
it is at the 40th
percentile, a 33% payment will be made; if it is at the 50th
percentile, a 50% payment will be made; if it is at the 75th
percentile, a 125% payment will be made; and if it is at the 90th
percentile, a 170% payment will be made. There will be interpolation between the
40th and
50th
percentiles to determine the exact percentage to be paid between 33% and 50%,
interpolation between the 50th and
75th
percentiles to determine the exact percentage to be paid between 50% and 125%,
and interpolation between the 75th and
90th
percentiles to determine the exact percentage to be paid between 125% and
170%.




(b) Definitions. “Return
on average equity” for a calendar year is generally defined as net income per
share divided by average stockholders’ equity (excluding accumulated
comprehensive income) per share, capped at a maximum of 25% per calendar year.
“Average stockholders’ equity” for a calendar year is the average of the
stockholders’ equity on the last business day of each calendar quarter during
such calendar year and of the stockholders’ equity on the last business day of
the preceding calendar year. “Average return on average equity” for the Award
Period is the average of the returns on average equity for the calendar years
during the Award Period. Unless the Committee determines otherwise, any
one-time, special or non-recurring charge against the Company’s earnings shall
be taken into account only in the Award Period ending in the year in which such
charge is taken, and not in other Award Periods. The “comparison group” is
generally comprised of the Company and the 40 largest public held stock life and
multiline insurance companies (as measured by net worth). The companies in the
comparison group are listed in Appendix B. If any comparison group company’s net
income per share or stockholders’ equity per share shall cease to be publicly
available (due to a business combination, receivership, bankruptcy, or other
event) or if any such company is no longer publicly held or becomes a downstream
affiliate of any other company in the comparison group on or before January 1
following the end of the Award Period, or substantially exits the insurance
industry (due to a divestiture of its insurance business, or other events), its
average return on average equity shall be ranked below that of the Company. The
Committee may adjust the performance criteria to recognize special or
non-recurring situations or circumstances with respect to the Company or any
other company in the comparison group for any year during the Award
Period.




3. Time
and Form of Payment. As soon
as practicable after the end of the Award Period, the Committee will determine
the extent to which the Performance Share Award has been earned. The amount of
the total payment shall be based on the Fair Market Value of the Common Stock.
Unless the Committee determines otherwise, payment will be made partly in shares
of Common Stock and partly in cash, with the cash portion being approximately
equal to the federal, state and local income tax withholding obligation with
respect to such payment.




4. Termination
of Employment.





(a) Death,
Disability or Retirement. If your
employment is terminated by death, disability or by retirement on or after
normal retirement age or prior to normal retirement age at the request of the
Company, you will receive a pro
rata payment
with respect to the Performance Shares based on the period of employment during
the Award Period and determined by reference to the performance achieved as of
the end of the fiscal year immediately preceding your termination date (or, if
your employment terminates in 2005, by reference to performance as of December
31, 2004).




(b) Special
Termination. If your
employment is terminated by reason of (1) retirement prior to normal retirement
age at your request and approved in writing by the Company, (2) the divestiture
of a business segment or a significant portion of the assets of the Company, or
(3) a significant reduction by the Company in its salaried work force, the
determination of whether any payment shall be made with respect to any unvested
portion of your Performance Share Award shall be at the discretion of the
Committee. Any such payment, if made, will not exceed the number of Performance
Shares determined as set forth in paragraph 4(a).

(c) Retirement
in Calendar Year of Grant. Any
provision of these Performance Share Provisions to the contrary notwithstanding,
if (i) this Award is intended, at the time of grant, to be “performance-based
compensation” within the meaning of Section 162(m)(4)(c) of the Internal Revenue
Code (the “Code”), to the extent required to so qualify any Award thereunder,
and (ii) your employment is terminated before January 1, 2006 by retirement on
or after normal retirement age or prior to normal retirement age at the request
of the Company, you will receive a pro
rata payment
with respect to the Performance Shares based on the period of employment during
the Award Period and determined by reference to the performance achieved as of
December 31, 2005.




(d) Other
Termination. If your
employment is terminated for any reason not set forth in paragraphs 4(a), (b) or
(c), any unvested portion of your Performance Share Award will be
forfeited.




5. Change
in Control. In the
event of a Change in Control, you shall be deemed to have earned Performance
Shares with respect to your Award based upon performance as of the December 31
preceding the date of the Change in Control, provided that the number of
Performance Shares earned shall never be less than the aggregate number of
Performance Shares at the 75th
percentile (as described in paragraph 2(a)) with respect to the Award. Each
Performance Share so earned shall be canceled in exchange for a payment in cash
of an amount equal to the greater of (a) the price per share of Common Stock
immediately preceding any transaction resulting in a Change in Control or (b)
the highest price per share of Common Stock offered in conjunction with any
transaction resulting in a Change in Control (as determined in good faith by the
Committee if any part of the offered price is payable other than in
cash).




6. Federal
Income Tax Consequences.




(a) General. The
following description of the federal income tax consequences of the Performance
Shares is based on currently applicable provisions of the Code and related
regulations, and is intended to be only a general summary. The summary does not
discuss state and local tax laws, which may differ from the federal tax law, or
federal estate, gift and employment tax laws. For these reasons, you are urged
to consult with your own tax advisor regarding the application of the tax laws
to your particular situation.




(b) Grant
of Performance Shares. This
grant of Performance Shares will not cause you to be subject to federal income
tax.




(c) Payment
of Performance Shares. You
will recognize ordinary income for federal income tax purposes on the date the
Performance Shares are earned and paid (the “payment date”), unless you have
made an effective election under the Company’s Deferred Compensation Plan for
Officers (“Deferred Compensation Plan”), as discussed in paragraph 6(e). The
amount of income recognized will be equal to the aggregate of the amount of cash
and the fair market value (as of the payment date) of the shares of Common Stock
paid.




(d) Sale
of Performance Shares. Your
tax basis in the shares of Common Stock acquired upon payment of Performance
Shares will be equal to the fair market value of the shares on the payment date
(unless you have made an effective election under the Deferred Compensation
Plan, as discussed in paragraph 6(e)).




You will
recognize capital gain or loss on the sale or exchange of the acquired shares to
the extent of any difference between the amount realized and the tax basis in
the shares. The tax treatment of the capital gain or loss will depend upon the
period of time between the payment date and the date of the sale or exchange,
your adjusted gross income, and other factors.




(e)
Deferred
Compensation Plan. You may
be able to defer payment of Performance Shares, and the recognition of taxable
income with respect to such payment, by making deferral elections under the
Deferred Compensation Plan. If you make effective deferral elections, you will
recognize ordinary income on your Performance Shares as of the date the
Performance Shares are paid from the Deferred Compensation Plan, in an amount
equal to the amount of cash and the fair market value (on such date) of the
shares of Common Stock paid. Similarly, your holding period for capital gains
purposes will begin as of the date of payment from the Deferred Compensation
Plan, and the tax basis in the shares of Common Stock acquired will equal the
fair market value of the shares on such date.




You will
be provided with more information about this deferral opportunity, and the
Deferred Compensation Plan, before your Performance Shares become
payable.




(f) Company
Deductions. As a
general rule, the Company or one of its subsidiaries will be entitled to a
deduction for federal income tax purposes at the same time and in the same
amount that a Performance Share holder recognizes ordinary income, to the extent
that such income is considered reasonable compensation under the Code. Neither
the Company nor any subsidiary will be entitled to a deduction with respect to
payments that constitute “excess parachute payments” pursuant to Section 280G of
the Code and that do not qualify as reasonable compensation pursuant to that
section. Such payments will also subject the recipients to a 20% excise
tax.




(g) ERISA. The
Plan is not qualified under Section 401(a) of the Code and is not subject to any
of the provisions of the Employee Retirement Income Security Act of
1974.




7. Deferral
of Payment by the Company. The
Committee may defer the payment of cash and the issuance or delivery of Common
Stock to prevent the Company or its subsidiaries from being denied a federal
income tax deduction with respect to any payment of Performance Shares. If a
cash payment or distribution of Common Stock to a Participant is deferred, the
Company will establish for the Participant a book-entry account (the “Account”)
representing all such deferrals. If dividends are paid by the Company during the
deferral period, the Participant’s Account shall be credited with the amount of
any dividends which would otherwise have been payable to the Participant if the
number of shares represented by such Account had been owned directly, and such
amount shall be deemed to be reinvested in additional shares of Common
Stock.




8. Income
Tax Withholding. The
Company will withhold, from your Performance Share payment (or your payment from
the Deferred Compensation Plan, if you have made deferral elections under such
Plan), an amount in cash sufficient to satisfy any applicable federal, state or
local tax withholding obligation.




The
amount of withholding tax retained by the Company will be paid to the
appropriate federal, state and local tax authorities in satisfaction of the
withholding obligations under the tax laws. The total amount of income you
recognize by reason of the payment of Performance Shares will be reported on
Form W-2 in the year in which you recognize income with respect to the payment.
Whether you owe additional tax will depend on your overall taxable income for
the applicable year and the total tax remitted for that year through withholding
or by estimated payments.




9. Non-transferability
of Performance Shares. Your
Performance Shares may not be assigned, pledged, or otherwise transferred,
except upon your death by the laws of intestacy or descent and
distribution.




10. Beneficiary
Designations. You may
name a beneficiary or beneficiaries (who must be members of your family and who
may be named contingently or successively) with respect to your rights under the
Plan (including the right to receive payment of Performance Shares after your
death) by submitting a written beneficiary designation in a form acceptable to
the Company. Any such designation will be effective only when filed with the
Company’s Chief Accounting Officer (or such other person as the Company may
designate) before your date of death, and will (unless specifically set forth
therein) revoke all prior designations. If there is no beneficiary designation
in effect on the date of your death, your beneficiary will be your surviving
spouse or, if you have no surviving spouse, your estate.




11. Adjustment
in Certain Events. In the
event of specified changes in the Company’s capital structure, the Committee may
make appropriate adjustment in the number and kind of shares authorized by the
Plan, and the number and kind of shares covered by outstanding Awards. These
Performance Share Provisions will continue to apply to your Award as so
adjusted.




12. Administration
of the Plan. The
Plan is administered by the Committee, which consists of at least two directors,
none of whom is an employee of the Company. The members of the Committee are
appointed annually by the Board of Directors and may be removed by the Board of
Directors. To the Company’s best knowledge, there is no other material
relationship between any member of the Committee and the Company or its
affiliates or employees.




The
Committee designates the eligible employees to be granted awards and the type
and amount of awards to be granted. The Committee also has authority to
interpret the Plan, to adopt rules for administering the Plan, to decide all
questions of fact arising under the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan. Committee
determinations need not be uniform, whether or not the Participants are
similarly situated. All decisions and acts of the Committee are final and
binding on all affected Participants.




13. Stock
Purchase Rights.
Pursuant to a Rights Agreement, on August 18, 1995, the Company paid a dividend
of one right (a “Right”) on each share of Common Stock then outstanding. Each
Right entitles the holder to purchase one one-hundredth of a share of Series A
Junior Participating Cumulative Preferred Stock. The Rights Agreement provides
that the Company will issue one Right together with each share of Common Stock
issued by it in the future.




The
Rights are currently represented by certificates for the Common Stock and can
only be transferred together with the Common Stock. However, upon the occurrence
of certain events the Rights will become exercisable and at that time may be
transferred separately from the Common Stock. Unless and until such Rights
become exercisable they are expected to have no value independent of the Common
Stock




Upon
payment of your Performance Shares, you will receive one Right with respect to
each share of Common Stock received. If the Rights become exercisable, the
Company will provide more detailed information about how they affect Awards
under the Plan.




14. Amendment. The
Committee may from time to time amend the terms of this Award in accordance with
the terms of the Plan in effect at the time of such amendment, but no amendment
which is unfavorable to you can be made without your written consent. The Plan
will terminate on December 31, 2012; however, such termination will not affect
an Award previously granted. The Company may amend, terminate or discontinue the
Plan at any time, but no amendment, termination or discontinuance of the Plan
will unfavorably affect any Award previously granted.




15. Section
16(b) Considerations. If you
are deemed to be an officer of the Company for purposes of Section 16(b) of the
Securities Exchange Act of 1934 (“Section 16(b)”), you will be required to
return to the Company any “profit” realized from the “purchase” and “sale”, or
“sale” and “purchase”, of Common Stock within any six-month period. The grant of
Performance Shares and the receipt of shares upon payment of Performance Shares
under the Plan are not purchases for purposes of Section 16(b). The withholding
of shares to satisfy your tax liability in connection with the payment of
Performance Shares (as described in paragraph 8) will also be exempt from
Section 16(b).




Reporting
requirements apply with respect to the payment of Performance Shares, the
deferral of payment under the Deferred Compensation Plan, and the ultimate
distribution of shares from the Deferred Compensation Plan. If you are subject
to Section 16(b), you should consult the Company’s Legal Department with respect
to these provisions.




16. Restrictions
on Resale. There
are no restrictions imposed by the Plan on the resale of Common Stock acquired
under the Plan. However, under the provisions of the Securities Act of 1933 (the
“Securities Act”) and the rules and regulations of the Securities and Exchange
Commission (the “SEC”), resales of stock acquired under the Plan by certain
officers and directors of the Company who may be deemed to be “affiliates” of
the Company must be made pursuant to an appropriate effective registration
statement filed with the SEC, pursuant to the provisions of Rule 144 issued
under the Securities Act, or pursuant to another exemption from registration
provided in the Securities Act. At the present time, the Company does not have a
currently effective registration statement pursuant to which such resales may be
made by affiliates. In addition, the Company’s directors, officers and employees
are subject to all applicable laws and to the Company’s policies and procedures
regarding the purchase and sale of Common Stock (including its Code of Business
Conduct, Statement of Policy on Purchase or Sale of Protective Life Corporation
Stock, and Stock Ownership Guidelines).




17. Effect
on Employment and Other Benefits. Receipt
of an Award under the Plan does not confer any right to receive Awards in the
future or to continue in the employ of the Company and its subsidiaries, and
Award recipients are subject to discipline and discharge in the same manner as
any other employee. Income recognized as a result of payment of Performance
Shares will not be included in the formula for calculating your benefits under
the Company’s Pension, 401(k) and Stock Ownership, and Disability
Plans.




18. Regulatory
Compliance. Under
the Plan, the Company is not required to deliver Common Stock for payment of
Performance Shares if such delivery would violate any applicable law, regulation
or stock exchange requirement. If required by any federal or state securities
law or regulation, the Company may impose restrictions on a Performance Share
holder’s ability to transfer shares received under the Plan.




19. Company
and Plan Documents. Each
year the Company sends a copy of its Annual Report to Share Owners for its last
fiscal year to all share owners of the Company. An additional copy of the
Company’s most recent Annual Report to Share Owners and all other communications
distributed by the Company to its shareholders may be obtained without charge,
by written or oral request to Investor Relations, Protection Life Corporation,
P. O. Box 2606, Birmingham, Alabama 35202 (telephone (205)
268-3573).




The
following documents filed by the Company with the SEC under the Securities
Exchange Act of 1934 (the “Exchange Act”) are incorporated herein by
reference:




(a) The
Company’s most recent Annual Report on Form 10-K;




(b) All other
reports filed by the Company under Section 13(a) or 15(d) of the Exchange Act
after the end of the year covered by its most recent Annual Report on Form 10-K;
and




(c) The
description of the Common Stock and the Rights contained in the registration
statements therefore under the Exchange Act, including any amendments filed for
the purpose of updating such descriptions.




All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this document and prior to the filing of a
post-effective amendment which indicates that all securities offered under the
Plan have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.




A copy of
any or all of the documents referred to above, as well as any documents
constituting part of a prospectus covering shares offered under the Plan, may be
obtained, without charge, by written or oral request to Investor Relations,
Protective Life Corporation, P. O. Box 2606, Birmingham, Alabama 35202
(telephone (205) 268-3573).






_______________________________







Questions
regarding this Award and requests for additional information about the Plan or
the Committee should be directed to Jason Hudson, Protective Life Corporation,
P. O. Box 2606, Birmingham, Alabama 35202 (telephone (205) 268-5279). These
Performance Share Provisions and your Award Letter contain the formal terms and
conditions of your Award, and should be retained for future
reference.











 








 


Exhibit 10(b)

APPENDIX
B







2005
PERFORMANCE SHARE AWARDS

COMPARISON
GROUP




The TcThe
comparison group is comprised of the Company, Protective Life Corporation (PL),
and the following 40 stock life and multiline insurance companies.








	
      Aetna
      Inc. (AET)
	
      Jefferson-Pilot
      Corporation (JP)

	
      AFLAC,
      Inc. (AFL)
	
      Kansas
      City Life Insurance Company (KCLI)

	
      Alfa
      Corporation (ALFA)
	
      Lincoln
      National Corporation (LNC)

	
      Allmerica
      Financial Corporation (AFC)
	
      MetLife,
      Inc. (MET)

	
      Allstate
      Corporation (ALL)
	
      National
      Western Life Insurance Company (NWLIA)

	
      American
      International Group, Inc. (AIG)
	
      Nationwide
      Financial Services, Inc. (NFS)

	
      AmerUS
      Group Co. (AMH)
	
      Old
      Republic International Corporation (ORI)

	
      Annuity
      and Life Re (Holdings), Ltd. (ANNRF.OB)
	
      Penn
      Treaty American Corporation (PTA)

	
      Aon
      Corporation (AOC)
	
      The
      Phoenix Companies (PNX)

	
      Assurant,
      Inc. (AIZ)
	
      Presidential
      Life Corporation (PLFE)

	
      CIGNA
      Corporation (CI)
	
      Principal
      Financial Group, Inc. (PFG)

	
      CNA
      Financial Corporation (CNA)
	
      Prudential
      Financial, Inc. (PRU)

	
      Conseco,
      Inc. (CNO)
	
      Reinsurance
      Group of America, Inc. (RGA)

	
      Delphi
      Financial Group, Inc. (DFG)
	
      Scottish
      Annuity & Life Holdings, Ltd. (SCT)

	
      Erie
      Family Life Insurance Company (ERIF)
	
      StanCorp
      Financial Group, Inc. (SFG)

	
      FBL
      Financial Group, Inc. (FFG)
	
      Torchmark
      Corporation (TMK)

	
      Great
      American Financial Resources, Inc. (GFR)
	
      United
      Insurance Companies, Inc. (UCI)

	
      Genworth
      Financial, Inc. (GNW)
	
      Unitrin
      Incorporated (UTR)

	
      The
      Hartford Financial Services Group, Inc. (HIG)
	
      Universal
      American Financial Corporation (UHCO)

	
      Independence
      Holding Company (INHO)
	
      UNUMProvident
      Corporation (UNM)