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:

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

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 40 ^th percentile of such measure for the comparison group, no payment will be made; if it is at the 40 ^th percentile, a 33% payment will be made; if it is at the 50 ^th percentile, a 50% payment will be made; if it is at the 75 ^th percentile, a 125% payment will be made; and if it is at the 90 ^th percentile, a 170% payment will be made. There will be interpolation between the 40 ^th and 50 ^th percentiles to determine the exact percentage to be paid between 33% and 50%, interpolation between the 50 ^th and 75 ^th percentiles to determine the exact percentage to be paid between 50% and 125%, and interpolation between the 75 ^th and 90 ^th 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 75 ^th 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 Compensa