PROTECTIVE LIFE CORP
EX-10(D) EXCESS BENEFITS PLAN
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<TYPE>EX-10
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<FILENAME>plc10qexhibit10d.htm
<DESCRIPTION>EX-10(D) EXCESS BENEFITS PLAN
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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Exhibit 10(d)</B> </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PROTECTIVE LIFE
CORPORATION <BR>

EXCESS BENEFIT PLAN <BR>

(AMENDED AND RESTATED AS OF FEBRUARY 2, 2004) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Excess Benefit Plan has been adopted by the Company to provide benefits to certain
employees of the Company and its subsidiaries in excess of the Limitations imposed by the
Code on the Company&#146;s Pension Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Definitions.</B> Each of the following words and phrases as used herein shall
          have the meaning set forth in this Section 1. Any term which is not defined in
          this Section 1 but which is used in the Plan and which is defined in the Pension
          Plan shall have the meaning set forth therein. Whenever necessary or appropriate
          to the meaning hereof, the singular shall include the plural, and the plural
          shall include the singular. </FONT></P>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
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               <TD ALIGN=RIGHT WIDTH=5%></TD>
               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               &#147;Code&#148; means the Internal Revenue Code of 1986, as amended from time
               to time. Reference to any provision of the Code shall include such provision,
               any comparable provision or provisions of any legislation that amends or
               supersedes such provision, and any regulations or rulings with respect thereto. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               &#147;Committee&#148; means the Compensation and Management Succession Committee
               of the Company&#146;s Board of Directors. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               &#147;Company&#148; means Protective Life Corporation, a Delaware corporation. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               &#147;ERISA&#148; means the Employee Retirement Income Security Act of 1974, as
               amended from time to time. Reference to any provision of ERISA shall include
               such provision, any comparable provision or provisions of any legislation that
               awards or supersedes such provision, and any regulations or rulings with respect
               thereto. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               &#147;Excess Benefit&#148; means a benefit provided under the Plan to a
               Participant or his or her Beneficiary. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               &#147;Limitations&#148; means the provisions of the Code that restrict the
               benefits determined under the Pension Plan, including (1) the limitations set
               forth in Sections 415 and 401(a)(17) of the Code, (2) the limitations on
               benefits imposed by the Code&#146;s incidental benefit rules, and (3) for
               compensation deferred after January 1, 2005, the limitations on benefits imposed
               by the Code&#146;s requirement that Annual Earnings may not include certain
               deferred compensation. References to the Limitations shall include any cost of
               living adjustments made by the Secretary of the Treasury pursuant to Sections
               415(d) and 401(a)(17) of the Code. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               &#147;Participant&#148; under this Plan means an employee of the Company or its
               subsidiaries who is a participant in the Pension Plan and whose benefits under
               the Pension Plan are reduced by application of the Limitations; <I>provided,</I>
               <I>however</I> that (1) with respect to a participant in the Pension Plan who
               retired or whose employment with the Company or its subsidiaries otherwise
               terminated before January 1, 2000, a Participant shall be limited to a
               participant in the Pension Plan who has been notified in writing by the
               Committee that he or she is covered under this Plan, and (2) an employee shall
               not be a &#147;Participant&#148; unless either (A) the employee is a member of a
               select group of management or highly compensated employees within the meaning of
               Section 201(2) of ERISA, or (B) the benefits under the Plan are provided solely
               by virtue of the limitations of Section 415 of the Code. An employee who has had
               a termination of employment and who is eligible for benefits under the Plan
               shall remain a Participant under the Plan. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               &#147;Pension Plan&#148; means the Protective Life Corporation Pension Plan, as
               amended from time to time. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=95%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               &#147;Plan&#148; means this Excess Benefit Plan established by the Company
               effective September 1, 1984 and as amended and restated from time to time
               thereafter. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Purpose.</B> The Plan is intended to be (1) an &#147;excess benefit
          plan&#148; within the meaning of Section 3(36) of ERISA, (2) a plan maintained
          by the Company primarily for the purpose of providing deferred compensation for
          a select group of management or highly compensated employees within the meaning
          of Section 201(2) of ERISA, and (3) &#147;unfunded&#148; within the meaning of
          the Code and ERISA. Thus, Excess Benefits will not and may not be funded in any
          respect, and the payment thereof shall be made at the appropriate time or times
          from the general assets of the Company. Should any provision of the Plan be
          inconsistent with the Code, ERISA or any regulations issued thereunder, or with
          any provision of law, regulation, ruling or decision governing the status of the
          Plan or the Pension Plan, the Company shall take whatever steps are necessary to
          conform it to the applicable authority. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Normal Retirement.</B> If a Participant has a Termination of Employment and
          is eligible for a Normal Retirement Benefit in accordance with the Pension Plan,
          the Participant shall be entitled to an Excess Benefit equal to (i) the amount
          of the Participant&#146;s Normal Retirement Benefit under the Pension Plan,
          based upon the Participant&#146;s election as to the form of benefit payment,
          without regard to the Limitations, reduced by (ii) the amount of the Normal
          Retirement Benefit which the Participant is entitled to receive under the
          Pension Plan, based upon the Participant&#146;s election as to the form of
          benefit payment, after application of the Limitations. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Early Retirement.</B> If a Participant has a Termination of Employment and is
          eligible for an Early Retirement Benefit in accordance with the provisions of
          the Pension Plan, the Participant shall be entitled to an Excess Benefit equal
          to (i) the amount of his or her Early Retirement Benefit under the Pension Plan,
          based upon the Participant&#146;s election as to the form of benefit payment,
          without regard to the Limitations, reduced by (ii) the amount of the Early
          Retirement Benefit which the Participant is entitled to receive under the
          Pension Plan, based upon the Participant&#146;s election as to the form of
          benefit payment, after application of the Limitations. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Disability Retirement.</B> If a Participant has a Termination of Employment
          and is eligible for a Disability Retirement Benefit in accordance with the
          Pension Plan, the Participant shall be entitled to an Excess Benefit equal to
          (i) the amount of the Participant&#146;s Disability Retirement Benefit under the
          Pension Plan, based upon the Participant&#146;s election as to the form of
          benefit payment, without regard to the Limitations, reduced by (ii) the amount
          of the Disability Retirement Benefit which the Participant is entitled to
          receive under the Pension Plan, based upon the Participant&#146;s election as to
          the form of benefit payment, after application of the Limitations. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Vested Benefit.</B> If a Participant has a Termination of Employment and is
          eligible for only a Vested Benefit in accordance with the Pension Plan, the
          Participant shall be entitled to an Excess Benefit equal to (i) the amount of
          the Participant&#146;s Vested Benefit under the Pension Plan, based upon the
          Participant&#146;s election as to the form of benefit payment, without regard to
          the Limitations, reduced by (ii) the amount of the Vested Benefit which the
          Participant is entitled to receive under the Pension Plan, based upon the
          Participant&#146;s election as to the form of benefit payment, after application
          of the Limitations. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Death.</B> If a Participant&#146;s Beneficiary becomes eligible at any time
          to receive a death benefit payable before or after the commencement of the
          Participant&#146;s benefit under the Pension Plan, the Beneficiary shall be
          entitled to an Excess Benefit equal to (i) the amount of the death benefit which
          the Beneficiary is entitled to receive under the Pension Plan without regard to
          the Limitations, reduced by (ii) the amount of the death benefit which the
          Beneficiary is entitled to receive under the Pension Plan, after application of
          the Limitations. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Benefit Payments.</B> Except as otherwise specifically provided herein, the
          payment of a benefit to which a Participant or Beneficiary shall be entitled
          under this Plan shall be made in the same manner and subject to the same
          conditions as is the benefit under the Pension Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Lump Sum Provisions.</B> Any Plan provision (other than Section 10) to the
          contrary notwithstanding, if a Participant&#146;s employment terminates for any
          reason and the present value of the Excess Benefit payable to the Participant or
          the Participant&#146;s Beneficiary under the Plan is less than $50,000
          (determined as set forth in Section 11), the Company may, in its sole
          discretion, elect to distribute the present value of the Excess Benefit in a
          single lump sum payment. If the Company elects to distribute the Excess Benefit
          in a lump sum payment, such payment shall be made as soon as practicable after
          the Participant&#146;s termination of employment (or, if the Participant has
          died, the date on which the Company receives written notice of the
          Participant&#146;s death). Any such payment shall be in full satisfaction of the
          Company&#146;s obligations under the Plan. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Change of Control. </B>Any Plan provision to the contrary notwithstanding, if
          a Participant&#146;s employment terminates for any reason after a Change of
          Control (as defined below), the Participant&#146;s Excess Benefit shall be paid
          in a single lump sum payment (determined as provided in Section 11) as soon as
          practicable after January 1 of the calendar year immediately following such
          termination of employment unless the Participant completes and files a new
          election form, before the end of the calendar year in which the termination of
          employment occurs, electing to have the Excess Benefit paid as otherwise
          provided in the Plan. The foregoing notwithstanding, no such election shall
          cause a distribution to be made earlier than the calendar year after the year in
          which the election is made. Any such payment shall be in full satisfaction of
          the Company&#146;s obligations under the Plan. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
&#147;Change of Control&#148; shall mean (i) a transaction or acquisition as identified in
the Company&#146;s Rights Agreement as in effect from time to time; (ii) the consummation
of any merger, consolidation, or similar transaction or a purchase of securities pursuant
to which (A) the members of the Board of Directors of the Company immediately prior to
such transaction do not, immediately after the transaction, constitute a majority of the
Board of Directors of the surviving entity or (B) the shareholders of the Company
immediately preceding the transaction do not, immediately after the transaction, own at
least 50% of the combined voting power of the outstanding securities of the surviving
entity; or (iii) a sale, lease, exchange or other transfer (in one transaction or a series
of related transactions) of all or substantially all of the assets of the Company,
including any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of Protective Life
Insurance Company. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Calculation of Lump Sum Payments. </B>The calculation of the present value of
          an Excess Benefit under Section 9 shall be determined as soon as reasonably
          practicable before the date of payment, using the mortality table (including any
          set backs of ages) and interest rate used for determining lump sum payment
          amounts under the Pension Plan as of the date on which the calculation is being
          made. The calculation of the present value of an Excess Benefit under Section 10
          shall be determined as soon as reasonably practicable before the date of
          payment, using (a) the mortality table (including any set backs of ages) used
          for determining lump sum payment amounts under the Pension Plan as of the date
          on which the calculation is being made, and (b) an interest rate equal to the
          lesser of (A) the sum of (1) the yield on U.S. 10-year Treasury Notes at
          constant maturity as most recently published by the Federal Reserve Bank of New
          York; <I>provided, however</I>, that if such yield has not been so published
          within 90 days before the date on which the calculation is being made, the
          interest rate shall be the yield on substantially similar securities on the
          preceding business day as determined by AmSouth Bank N.A. upon the request of
          either the Company or the Participant, plus (2) .75%, and (B) the interest rate
          used for determining lump sum payment amounts under the Pension Plan as of the
          date on which the calculation is being made. </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Administration.</B> Notwithstanding the incorporation of various provisions
          of the Pension Plan into this Plan, all matters pertaining to benefit payments,
          options and elections hereunder shall be administered by the Committee, which
          shall have the sole authority to interpret and act on behalf of the Company
          hereunder. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Tax Withholding.</B> All payments under the Plan shall be subject to
          applicable federal, state and local tax withholding. If taxes are imposed under
          the Federal Insurance Contributions Act or any other tax law (&#147;Advance
          Taxes&#148;) with respect to the Excess Benefits payable to a Participant or
          Beneficiary, and the Participant&#146;s or Beneficiary&#146;s portion of such
          Advance Taxes is due and payable before payment of an Excess Benefit at least
          equal in amount to such portion of such Advance Taxes, then (a) the Company
          shall remit such Advance Taxes as required by law, and (b) the Committee shall
          request the Participant or Beneficiary to pay the Participant&#146;s or
          Beneficiary&#146;s portion of such Advance Taxes to the Company. If the
          Participant or Beneficiary fails to pay such amount, the Company shall (1) treat
          such amount remitted as taxable income to the Participant or Beneficiary, in
          accordance with all laws regarding tax liability, withholding and reporting, and
          (2) reduce the value of the Excess Benefits otherwise payable hereunder to take
          into account, on an actuarial basis, the present value of all taxes remitted by
          the Company with respect to the Participant&#146;s or Beneficiary&#146;s portion
          of such Advance Taxes. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Amendment or Termination.</B> The Plan may be amended or terminated at any
          time by the Company with respect to any or all Participants by written
          instrument executed with the same formality as the Plan; provided that no such
          amendment or termination shall impair the benefits a Participant has accrued
          under the Plan before such amendment or termination. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Governing Law.</B> Except as provided under federal law, the provisions of
          the Plan shall be governed by and construed in accordance with the laws of the
          State of Alabama. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <B>Non-Alienation of Benefits.</B> Except as provided in Section 13, no benefit
          payable under the Plan shall be subject in any manner to anticipation,
          alienation, sale, transfer, assignment, pledge, garnishment, encumbrance or
          charge by a Participant, a Participant&#146;s Beneficiary, or anyone claiming
          under or through either of them. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute this
document on November 1, 2004, to be effective as of February 2, 2004. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PROTECTIVE LIFE CORPORATION<BR><BR><BR><BR>

By:&nbsp;<U>/s/ John D. Johns</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>

Its Chairman of the Board, President&nbsp;&nbsp;&nbsp;<BR>and Chief Executive Officer &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

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