- Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* JOHNS JOHN D	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) President
(Last) (First) (Middle) 2801 HIGHWAY 280, SOUTH	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2008
(Street) BIRMINGHAM, AL 35223 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	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	11/20/2008		P	10	A	$6.77	10	I	By daughter ⁽¹⁾
Common Stock							15048	D
Common Stock							11152.0069	I	By 401(k) ⁽²⁾
Common Stock							2600	I	By Wife ⁽¹⁾
Common Stock							400	I	By wife as co-trustee of Trust ⁽³⁾
Common Stock							600	I	By wife as custodian for Daughter ⁽⁴⁾
Common Stock							600	I	by wife as custodian for son ⁽⁵⁾
Common Stock							329224.8086	I	Deferred Compensation ⁽⁶⁾

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
SAR ⁽⁷⁾	$22.31						7/21/2004	3/6/2010	Common Stock	116302		116302	D
SAR ⁽⁷⁾	$22.31						3/6/2005	3/6/2010	Common Stock	50000		50000	D
SAR ⁽⁷⁾	$41.05						3/4/2006	3/4/2015	Common Stock	5800		5800	D
SAR ⁽⁷⁾	$48.6						3/3/2007	3/3/2016	Common Stock	6325		6325	D
SAR ⁽⁷⁾	$32						3/4/2007	3/4/2012	Common Stock	300000		300000	D
SAR ⁽⁷⁾	$41.05						3/4/2007	3/4/2015	Common Stock	5800		5800	D
SAR ⁽⁷⁾	$48.6						3/3/2008	3/3/2016	Common Stock	6325		6325	D
SAR ⁽⁷⁾	$41.05						3/4/2008	3/4/2015	Common Stock	5800		5800	D
SAR ⁽⁷⁾	$43.46						3/5/2008	3/5/2017	Common Stock	15100		15100	D
SAR ⁽⁷⁾	$38.59						2/28/2009	2/28/2018	Common Stock	20475		20475	D
SAR ⁽⁷⁾	$48.6						3/3/2009	3/3/2016	Common Stock	6325		6325	D
SAR ⁽⁷⁾	$41.05						3/4/2009	3/4/2015	Common Stock	5800		5800	D
SAR ⁽⁷⁾	$43.46						3/5/2009	3/5/2017	Common Stock	15100		15100	D
SAR ⁽⁷⁾	$38.59						2/28/2010	2/28/2018	Common Stock	20475		20475	D
SAR ⁽⁷⁾	$48.6						3/3/2010	3/3/2016	Common Stock	6325		6325	D
SAR ⁽⁷⁾	$43.46						3/5/2010	3/5/2017	Common Stock	15100		15100	D
SAR ⁽⁷⁾	$38.59						2/28/2011	2/28/2018	Common Stock	20475		20475	D
SAR ⁽⁷⁾	$43.46						3/5/2011	3/5/2017	Common Stock	15100		15100	D
SAR ⁽⁷⁾	$38.59						2/29/2012	2/28/2018	Common Stock	20475		20475	D

Explanation of Responses:
( 1)	I disclaim beneficial ownership of such shares.
( 2)	Total shares held by reporting person in PLC's 401(k) and Stock Ownership Plan as of 1/5/09.
( 3)	By wife as co-trustee of Trust, I disclaim beneficial ownership of such shares.
( 4)	By wife as custodian for daughter, I disclaim beneficial ownership of such shares.
( 5)	By wife as custodian for son, I disclaim beneficial ownership of such shares.
( 6)	Shares acquired through PLC Def. Comp. Plan for Officers of the Corporation (exempt under Rule 16b-3).Total amount in Col. 5 includes dividend shares acquired under the PLC Def. Comp. Plan for Officers exempt under Rule 16-a 11.
( 7)	Previously reported Stock Appreciation Right (SAR).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNS JOHN D 2801 HIGHWAY 280, SOUTH BIRMINGHAM, AL 35223			President

Signatures
by Harriette Hyche Attorney-in-Fact for John D. Johns		2/11/2009
^** 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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