Exhibit 10(a)


     

    
      Exhibit
        10(a)

      


      


      Form
        Of

      


      RESTRICTED
        STOCK UNITS

      AWARD
        LETTER

      ______________________

      ____________________,
        200__

      


      


      Protective
        Life Corporation (the “Company”) has granted you ________ Restricted Stock
        Units under its Long-Term Incentive Plan (the “Plan”). This Award Letter
        contains the terms of your Award. This Award is also subject to the terms
        of the
        Plan and any rules adopted by the Compensation and Management Succession
        Committee of the Company’s Board of Directors (the “Committee”). Any terms
        used in this Award Letter and not defined herein have the meanings set forth
        in
        the Plan.

      


      This
        Award Letter constitutes 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 _________________, 200__.

      


      1. General
        Provisions.
        You
        have been awarded _________ Restricted Stock Units (subject to adjustment
        as
        provided in paragraphs 3 and 12 and to the provisions of this Award Letter
        and the Plan). The Grant Date of the Restricted Stock Units is
        _________________, 200__.

      


      2. Vesting
        of Restricted Stock Units.

      


      (a) General.
        Unless
        vested on an earlier date as provided in the Plan or this Grant Letter, the
        Restricted Stock Units granted to you pursuant to this Award (including
        Restricted Stock Units credited pursuant to paragraph 3) will vest as
        follows:

      


      
        	 	
                (1)

              	
                one-third
                  of your Restricted Stock Units as of _______________, 200__, (rounded
                  to
                  the nearest whole number) will vest on that
                  date.

              


      

      


      
        	 	
                (2)

              	
                one-half
                  of your Restricted Stock Units that are unvested as of __________________,
                  200__, (rounded to the nearest whole number) will vest on that
                  date.

              


      

      


      
        	 	
                (3)

              	
                all
                  of your Restricted Stock Units that are unvested as of _________________,
                  200__, will vest on that date.

              


      

      


      3. Dividend
        Equivalents.
        In
        addition to the _______ Restricted Stock Units referred to in paragraph 1,
        as of the payment date for each dividend on the Company’s common stock (“Common
        Stock”), you will be credited with additional Restricted Stock Units computed by
        (i) multiplying the dividend paid, either in cash or property (other than
        Common Stock), upon a share of Common Stock to a shareholder of record by
        the
        number of Restricted Stock Units with which you have been credited,
        (ii) dividing the resulting product by the closing price of the Common
        Stock on the dividend record date, and (iii) rounding the resulting
        quotient to the nearest whole number. In the case of dividends payable in
        property other than Common Stock, the amount paid shall be based on the fair
        market value of the property at the time of distribution of the dividend,
        as
        determined by a majority of the Board; provided, however, that if a Change
        in
        Control shall have occurred, then such determination shall be made by a majority
        of the Continuing Directors. In the case of any dividends payable in Common
        Stock you will be credited with additional Restricted Stock Units computed
        by
        (i) multiplying the number of shares of Common Stock or fractions thereof
        distributed upon a share of Common Stock to a shareholder of record by the
        number of Restricted Stock Units with which you have been credited, and
        (ii) rounding the resulting product to the nearest whole
        number.



    



    
      
        
        

      

      
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    4. Change
      in Control.
      In the
      event of a Change in Control, all of your Restricted Stock Units will
      immediately vest.

    


    5. Termination
      of Employment.

    


    (a) Death,
      Disability or Retirement.
      If your
      employment is terminated by death, disability, retirement on or after normal
      retirement age, or retirement before normal retirement age at the request of
      the
      Company, all of your Restricted Stock Units will immediately vest.

    


    (b) Other
      Termination.
      If your
      employment is terminated for any reason not set forth in paragraph 5(a), your
      unvested Restricted Stock Units (if any) will be forfeited.

    


    6. Time
      and Form of Payment.
      You
      will receive payment of Restricted Stock Units as soon as practicable after
      the
      Restricted Stock Units have vested. Unless the Committee determines otherwise,
      payment of Restricted Stock Units shall 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).

    


    7. Federal
      Income Tax Consequences.

    


    (a) General.
      The
      following description of the federal income tax consequences of the Restricted
      Stock Units 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 Restricted Stock Units.
      This
      grant of Restricted Stock Units will not cause you to be subject to federal
      income tax.

    


    (c) Payment
      of Restricted Stock Units.
      You will
      recognize ordinary income for federal income tax purposes on the date the
      Restricted Stock Units 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 Shares.
      Your
      tax basis in the shares of Common Stock acquired upon payment of Restricted
      Stock Units 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 Restricted Stock Units, 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 payment of your Restricted Stock Units as
      of
      the date you receive payment 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.

     


    
      
        
        

      

      
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    (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 Restricted Stock Unit 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. 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.

    


    8. 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 Restricted Stock Units.
      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.

    


    9. Income
      Tax Withholding.
      The
      Company will withhold, from your Restricted Stock Units 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 Restricted Stock Units 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.

    


    10. Non-transferability
      of Restricted Stock Units.
      Your
      Restricted Stock Units may not be assigned, pledged, or otherwise transferred,
      except upon your death by the laws of intestacy or descent and
      distribution.

    


    11. 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 Restricted Stock Units 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.

    


    12. 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. This
      Award Letter will continue to apply to your Award as so adjusted.

    


    13. 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.


    


    
      
        
        

      

      
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      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.

      


      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 Restricted Stock Units and the receipt of shares upon payment of Restricted
        Stock Units 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 Restricted Stock Units (as described in paragraph 9) will also
        be exempt from Section 16(b).

      


      Reporting
        requirements apply with respect to the payment of Restricted Stock Units,
        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 Restricted
        Stock
        Units 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
        Restricted Stock Units 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
        Restricted Stock Units 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).

    


    
      
        
        

      

      
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    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 contained in the registration statement
                therefore under the Exchange Act, including any amendments filed
                for the
                purpose of updating such
                description.

            


    

    


    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 _____________, Protective Life Corporation,
      P. O. Box 2606, Birmingham, Alabama 35202 (telephone (205)
      268-_______). This Award Letter contains formal terms and conditions of your
      Award, and you should retain it for future reference.

     

    


    _____________________________

    John
      D.
      Johns

    Chairman
      of the Board,

    President
      and Chief Executive Officer of Protective Life Corporation



    
      
        
        

      

      
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