- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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 ^* WALKER STEVEN G	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) SR Vice President
(Last) (First) (Middle) 2801 HIGHWAY 280, SOUTH	3. Date of Earliest Transaction (MM/DD/YYYY) 2/27/2012
(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	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								761.0000	D
Common Stock								1608.4550	I	By 401(k) ⁽¹⁾
Common Stock								10461.5812	I	Deferred Compensation ⁽²⁾

*Table II - Derivative Securities 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		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 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	Code	V	(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)
Restricted Stock Units	⁽³⁾	2/27/2012		A		3700.0000		⁽⁴⁾	⁽⁴⁾	Common Stock	3700.0000	$ 0	3700.0000	D
Restricted Stock Units ⁽⁵⁾	⁽³⁾							2/26/2013	2/26/2014	Common Stock	11180.0000		11180.0000	D
Restricted Stock Units ⁽⁵⁾	⁽³⁾							2/28/2014	2/28/2015	Common Stock	5100.0000		5100.0000	D
Restricted Stock Units ⁽⁵⁾	⁽³⁾							2/28/2018	2/28/2018	Common Stock	2840.0000		2840.0000	D
Restricted Stock Units ⁽⁵⁾	⁽³⁾							3/4/2012	3/4/2013	Common Stock	26092.0000		26092.0000	D
SAR ⁽⁶⁾	$18.36							2/26/2011	2/26/2020	Common Stock	3617.0000		3617.0000	D
SAR ⁽⁶⁾	$18.36							2/26/2012	2/26/2020	Common Stock	3617.0000		3617.0000	D
SAR ⁽⁶⁾	$18.36							2/26/2013	2/26/2020	Common Stock	3616.0000		3616.0000	D
SAR ⁽⁶⁾	$38.59							2/28/2009	2/28/2018	Common Stock	1425.0000		1425.0000	D
SAR ⁽⁶⁾	$38.59							2/28/2010	2/28/2018	Common Stock	1425.0000		1425.0000	D
SAR ⁽⁶⁾	$38.59							2/28/2011	2/28/2018	Common Stock	1425.0000		1425.0000	D
SAR ⁽⁶⁾	$38.59							2/29/2012	2/28/2018	Common Stock	1425.0000		1425.0000	D
SAR ⁽⁶⁾	$41.05							3/4/2010	3/4/2015	Common Stock	15000.0000		15000.0000	D
SAR ⁽⁶⁾	$3.5							3/4/2010	3/4/2020	Common Stock	13889.0000		13889.0000	D
SAR ⁽⁶⁾	$3.5							3/4/2011	3/4/2020	Common Stock	13889.0000		13889.0000	D
SAR ⁽⁶⁾	$3.5							3/4/2012	3/4/2020	Common Stock	13889.0000		13889.0000	D
SAR ⁽⁶⁾	$43.46							3/5/2008	3/5/2017	Common Stock	975.0000		975.0000	D
SAR ⁽⁶⁾	$43.46							3/5/2009	3/5/2017	Common Stock	975.0000		975.0000	D
SAR ⁽⁶⁾	$43.46							3/5/2010	3/5/2017	Common Stock	975.0000		975.0000	D
SAR ⁽⁶⁾	$43.46							3/5/2011	3/5/2017	Common Stock	975.0000		975.0000	D

Explanation of Responses:
( 1)	Total shares held by reporting person in PLC's 401(k) and Stock Ownership Plan.
( 2)	Shares acquired through PLC Deferred Compensation Plan for Officers of the Corporation (exempt under Rule 16b-3).
( 3)	Each restricted stock unit represents a contingent right to receive one share of PLC common stock.
( 4)	The RSUs vest in 2 annual installments beginning 2/27/2015.
( 5)	Previously reported Restricted Stock Units.
( 6)	Previously reported Stock Appreciation Right (SAR).

Remarks:
poawalker.txt

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WALKER STEVEN G 2801 HIGHWAY 280, SOUTH BIRMINGHAM, AL 35223			SR Vice President

Signatures
by Alfred F. Delchamps, III, Attorney-in-Fact for Steven G. Walker		2/28/2012
^** 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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