| FORM 4 |
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*| (Last) | Massengale |
| (First) | Jimmy |
| (Middle) | E. |
| (Street) | 2801 Highway 280 South |
| (City) | Birmingham |
| (State) | Alabama |
| (Zip) | 35223 |
| (Issuer Name) | Protective Life Corporation |
| (Ticker or Trading Symbol) | PL |
| (I.D. Number) |
| (Month/Day) | April 21 |
| (Year) | 2003 |
| (Month/Day) | |
| (Year) |
| X | (Director) |
| X | (Officer, give title below) |
| Executive Vice President, Acquisitions | |
| (10% Owner) | |
| (Other, specify below) | |
| 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 Transactions(s) (Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr. 4) |
|||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/22/03 | G | V | 1600 | D | 28.17 | ||||
| Common Stock | 04/21/03 | G | V | 1655 | D | 29.40 | 4,405 | D | ||
| 1. Shares held under PLC's Def. | 91,770.2909 | I | Def.Comp. 1 | |||||||
| Comp. Plan for officers of | 490.6143 | I | 401(k) 2 | |||||||
| the corporation exempt | ||||||||||
| under Rule 16-b(3). | ||||||||||
| 2. Total shares owned by | ||||||||||
| reporting person in PLC's | ||||||||||
| 401(k) and Stock Ownership | ||||||||||
| Plan as of 03/31/03. | ||||||||||
| 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) |
|||
| Code | V | (A) | (D) | Date Exercisable |
Expiration Date |
||||
| SAR 1 | 03/03/08 | 03/03/13 | |||||||
| SAR 2 | 03/06/05 | 03/06/10 | |||||||
| SAR 3 | 03/04/07 | 03/04/12 | |||||||
| Table II Continued - Derivative Securities Acquired, Disposed of or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||
| 7. Title and Amount of Underlying Securities (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 of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) | |
| Title | Amount or Number of Shares |
||||
| SARs | 15,000 | -- | 15,000 | D | |
| SARs | 10,000 | -- | 10,000 | D | |
| SARs | 30,000 | -- | 30,000 | D | |
| /s/ JIMMY E. MASSENGALE | APRIL 25, 2003 |
| **Signature of Reporting Person | Date |
| BY: Harriette Hyche | |
| Attorney-in-Fact |
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.). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.