PLCex10d 3-31-05 Stock Appreciation Rights Award Letter Sr Officers













Exhibit
10(d)










________________










2005
STOCK APPRECIATION RIGHTS 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:




________
Stock Appreciation Rights

Base
Price: $41.05

Grant
Date: March 4, 2005




The Stock
Appreciation Rights were awarded pursuant to the Company’s Long-Term Incentive
Plan, as amended (the “Plan”), and are subject to the terms and conditions
contained in the Plan and in the Provisions for 2005 Stock Appreciation Rights
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




























49383v3




Exhibit
10(d)

APPENDIX
A







PROVISIONS
FOR

2005
STOCK APPRECIATION RIGHTS

FOR
SENIOR OFFICERS

MARCH
4, 2005







On March
4, 2005, Protective Life Corporation (the “Company”) granted stock appreciation
rights (“SARs”) under its Long-Term Incentive Plan (the “Plan”). Each individual
who was granted SARs received a 2005 Stock Appreciation Rights Award Letter for
Senior Officers (the “Award Letter”). The terms of your Award are contained in
these Provisions for 2005 Stock Appreciation Rights for Senior Officers (“SAR
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 SAR Provisions and not defined herein have the meanings set forth in
the Plan.




These
SAR 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 SARs that you have been awarded, the Base Price of the SARs, and the
Grant Date of the SARs are set forth in your Award Letter.




2. Term
of SARs. Except
as otherwise provided in these SAR Provisions or the Plan, the SARs will
terminate on the tenth anniversary of the Grant Date (the “Normal Expiration
Date”).




3. Earn-out
of SARs. Except
as otherwise provided in these SAR Provisions or the Plan, the SARs will become
exercisable as follows:




one-fourth
of the SARs will become exerciseable on March 4, 2006;

an
additional one-fourth of the SARs will become exerciseable on March 4, 2007;


an
additional one-fourth of the SARs will become exerciseable on March 4, 2008; and


the
remaining one-fourth of the SARs will become exerciseable on March 4,
2009.




4. Method
of Exercise and Form of Payment. You may
exercise all or any portion of the SARs that have become exercisable by written
notice of exercise to the Chief Accounting Officer of the Company (or such other
person as the Company may designate). As soon as practicable after receipt of a
written exercise notice of any exercisable SARs, the Company shall deliver to
you an amount equal to the number of SARs exercised multiplied by the excess of
(a) the Fair Market Value of a share of Common Stock on the date of exercise of
the SARs over (b) the Base Price. Unless the Committee determines otherwise,
payment shall be made in shares of Common Stock, subject to tax withholding as
described in paragraph 10. The shares of Common Stock that you receive upon
exercise of your SARs may consist of authorized but unissued shares or treasury
shares of the Company, as determined by the Company from time to
time.




5. Termination
of Employment.




(a) Death,
Disability or Retirement. If your
employment with the Company and its subsidiaries terminates due to death,
disability or early or normal retirement under the Company’s qualified pension
plan, then all of the SARs shall become exercisable as of the date of such
termination of employment and such SARs may be exercised at any time on or
before the earlier to occur of (i) the Normal Expiration Date or (ii) the day
before the third anniversary of your termination of employment.




(b) Other
Termination. If your
employment with the Company and its subsidiaries terminates for any reason other
than death, disability or early or normal retirement under the Company’s
qualified pension plan, then all unexercised SARs (whether or not then
exercisable) shall terminate and be canceled immediately upon such termination
of employment.




(c) Adjustments
by the Committee. The
Committee may, in its sole discretion, exercised before or after your
termination of employment, declare all or any portion of the SARs to be
immediately exercisable and/or permit all or any portion of the SARs to remain
exercisable for such period designated by it after the time when the SARs would
have otherwise terminated as provided in the applicable provisions of this
paragraph 5, but not beyond the Normal Expiration Date.




6. Forfeiture
and Pay-Back of SAR Amount.





(a) Non-Compete
Provision. If,
within one year after the exercise of all or a portion of the SARs, you
voluntarily terminate your employment (at a time when you are an officer of the
Company for purposes of Section 16(b) of the Securities Exchange Act of 1934
(“Section 16(b)”) and become employed by a competitor of the Company in the
financial services industry (which includes, but is not limited to, the
insurance, mutual fund, broker-dealer, financial institution or investment
company industries), you agree to pay the Company, within 30 days of commencing
such employment, an amount, in cash or the equivalent value in shares of Common
Stock, equal to the aggregate of all amounts attributable to the SARs exercised
within the one year period prior to the date of such termination of
employment.




(b) Termination
for Cause. If,
after your termination of employment, the Committee determines that, either
during or after your employment with the Company or its subsidiaries, you
engaged in conduct that (i) would have permitted the Company or its subsidiaries
to terminate your employment for Cause had you still been employed or (ii)
otherwise results in damage to the business or reputation of the Company or any
of its subsidiaries, all SARs that are still outstanding at the time of such
determination shall immediately terminate and be canceled. Upon such a
determination by the Committee, the Company may disregard any attempted exercise
of the SARs by notice delivered prior to such determination if, at such time,
the Company had not completed the steps necessary to effect such
exercise.




7. Change
in Control. Unless
the Committee shall otherwise determine in the manner set forth in the Plan, in
the event of a Change in Control, each SAR (regardless of whether such SAR is at
such time otherwise exercisable) shall be canceled in exchange for a payment in
cash of an amount equal to the excess, if any, of (a) the greater of (i) the
price per share of Common Stock immediately preceding any transaction resulting
in a Change in Control or (ii) 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) over (b) the Base Price, subject to tax withholding
as described in paragraph 10.




8. Federal
Income Tax Consequences.




(a) General. The
following description of the federal income tax consequences of the SARs is
based on currently applicable provisions of the Internal Revenue Code (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) SAR
Grant. This
grant of SARs will not cause you to be subject to federal income
tax.




(c) SAR
Exercise. You
will recognize ordinary income for federal income tax purposes on the date the
SAR is exercised. The amount of income recognized will be equal to the aggregate
of the amount of cash and the fair market value (as of the date of exercise) of
the shares of Common Stock paid upon the SAR exercise.




(d) Sale
of SAR Shares. Your
tax basis in the shares of Common Stock acquired upon exercise of the SAR will
be equal to the fair market value of the shares on the exercise date.





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 date of exercise and the date of the sale or
exchange, your adjusted gross income, and other factors.




(e) 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 an SAR 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.




(f) 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.




9. 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 exercised SARs. 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.




10. Income
Tax Withholding. You
must make arrangements satisfactory to the Company to satisfy any applicable
federal, state or local tax withholding obligation. The Company may withhold, or
require you to remit, an amount sufficient to satisfy this obligation, and may
postpone any payment due to you with respect to your SAR exercise until the
withholding obligation is satisfied. 




The
amount of withholding tax retained by the Company or paid by you to 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 SAR exercise will be reported on Form
W-2 in the year in which you recognize income with respect to the exercise.
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.




11. Non-transferability
of SAR. These
SARs may be exercised only by you as the SAR holder, and may not be assigned,
pledged, or otherwise transferred, with the exception that in the event of your
death the SARs may be exercised (at any time prior to its expiration or
termination as provided in the Plan or these SAR Provisions) by the executor or
administrator of your estate or by a person who acquired the right to exercise
the SARs by reason of your death.




12. 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 the proceeds of an SAR exercise that
occurred immediately before your death, and the right to exercise SARs 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.




13. 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, base price and kind of shares covered by outstanding
Awards. These SAR Provisions will continue to apply to your Award as so
adjusted.




14. 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.




15. 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




If you
exercise your SARs, you will receive one Right with respect to each share of
Common Stock received. The exercise price of the SARs is not affected by the
Rights. You cannot exercise the SARs with respect to the shares of Common Stock
without the Rights and vice
versa. If the
Rights become exercisable, the Company will provide more detailed information
about how they affect Awards under the Plan.




16. 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.

17. Section
16(b) Considerations. If you
are deemed to be an officer of the Company for purposes of 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 an SAR and the receipt of shares upon exercise of
an SAR under the Plan are not purchases for purposes of Section 16(b). The
withholding of shares to satisfy your tax liability in connection with an SAR
exercise (as described in paragraph 10) will also be exempt from Section
16(b).




Reporting
requirements apply with respect to the grant and exercise of SARs. If you are
subject to Section 16(b), you should consult the Company’s Legal Department with
respect to these provisions.




18. 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 Corporation
Stock, and Stock Ownership Guidelines).




19. 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 exercise of an SAR will not
be included in the formula for calculating your benefits under the Company’s
Pension, 401(k) and Stock Ownership, and Disability Plans.




20. Regulatory
Compliance. Under
the Plan, the Company is not required to deliver Common Stock upon exercise of
an SAR 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 an SAR holder’s ability to
transfer shares received under the Plan.




21. 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 (including participants in its
401(k) and Stock Ownership Plan). 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 SAR
Provisions and your Award Letter contain the formal terms and conditions of your
Award, and should be retained for future reference.













49341v3