SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MASSENGALE JIMMY E

(Last)

(First)

(Middle)

2801 HIGHWAY 280 SOUTH

(Street)

BIRMINGHAM

35223

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROTECTIVE LIFE CORP [ PL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/01/2003		J		112,047.5507	A	$0	116,452.5507	D⁽¹⁾
Common Stock	12/01/2003		F		34,204.5507	D	$0	82,248	D⁽²⁾
Common Stock	12/01/2003		S		33,400	D	$33.0041	48,848	D
Common Stock	12/02/2003		S		21,600	D	$32.8	27,248	D
Common Stock	12/01/2003		A		14,047.6525	A	$31.688	112,047.5508	I⁽³⁾	Deferred Compensation
Common Stock	12/01/2003		J		112,047.5507	D	$0	0.0001	I⁽⁴⁾	Deferred Compensation
Common Stock								496.3072	I	By 401(k)⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
SAR 2⁽⁶⁾	$22.31							03/06/2005	03/06/2010	SAR	10,000		10,000	D
SAR 4⁽⁷⁾	$32							03/04/2007	03/04/2012	SAR	30,000		30,000	D
SAR 5⁽⁸⁾	$26.49							03/03/2008	03/03/2013	SAR	15,000		15,000	D

Explanation of Responses:

1. Change in beneficial ownership. Actual amount of distribution of shares from PLC Deferred Compensation Plan for officers of the Corporation (exempt under Rule 16b-3) was 112,047.5507 less 34,204.5507, withholding, equals 77,843 shares now held directly that were previously reported as indirectly held.

2. Change in nature of beneficial ownership. Withholding of Deferred Compensation Shares to satisfy the withholding obligation upon distribution from PLC Deferred Compensation Plan to reporting person.

3. Shares acquired through PLC Deferred Compensation Plan for officers of the Corporation (exempt under Rule 16b-3).

4. Change in beneficial ownership. Shares acquired through PLC Def. Comp. Plan for officers of the Corporation (exempt under Rule 16b-3).

5. Total shares held by reporting person in PLC's 401(k) & Stock Ownership Plan as of 11/30/03

6. Previously reported Stock Appreciation Right (SAR).

7. Previously reported Stock Appreciation Right (SAR).

8. Previously reported Stock Appreciation Right (SAR).

Remarks:

	By: s/Harriette Hyche Attorney-in-Fact	12/03/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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