EX-25.1 12 a2092220zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1

         FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a U.S. national bank)		   13-5160382
(I.R.S. employer
identification no.)

One Wall Street, New York, NY
(Address of principal executive offices)
 
10286
(Zip code)

PROTECTIVE LIFE SECURED

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		   To be applied for
(I.R.S. employer
identification no.)

c/o Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama
(Address of principal executive offices)
 
35223
(Zip code)

Senior Secured Notes

(Title of the indenture securities)

1.    General information. Furnish the following information as to the Trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.


Name
 
Address

Superintendent of Banks of the
State of New York
 
2 Rector Street, New York, N.Y.
10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York
 
33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation
 
Washington, D.C. 20429

New York Clearing House Association
 
New York, New York 10005
    (b)
    Whether it is authorized to exercise corporate trust powers.

            Yes.

2. Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

16.    List of Exhibits.

    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

    1.
    A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

    6.
    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

    7.
    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 31st day of October, 2002.

    THE BANK OF NEW YORK

 
 
By:
/s/  ANDRES SERRANO      
Name: Andres Serrano
Title: Vice President

3


EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2002, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 
   Dollar Amounts In Thousands
  
ASSETS        
Cash and balances due from depository institutions:        
  Noninterest-bearing balances and currency and coin   $ 3,765,462  
  Interest-bearing balances     3,835,061  
Securities:        
  Held-to-maturity securities     1,232,736  
  Available-for-sale securities     10,522,833  
Federal funds sold and Securities purchased under agreements to resell     1,456,635  
Loans and lease financing receivables:        
  Loans and leases held for sale     801,505  
  Loans and leases, net of unearned income     35,858,070  
  LESS: Allowance for loan and lease losses     608,375  
  Loans and leases, net of unearned income and allowance     35,249,695  
Trading Assets     8,132,696  
Premises and fixed assets (including capitalized leases)     898,980  
Other real estate owned     911  
Investments in unconsolidated subsidiaries and associated companies     220,609  
Customers' liability to this bank on acceptances outstanding     574,020  
Intangible assets        
  Goodwill     1,714,761  
  Other intangible assets     49,213  
Other assets     5,001,308  
   
 
Total assets   $ 73,954,859  
   
 
LIABILITIES        
Deposits:        
  In domestic offices   $ 29,175,631  
  Noninterest-bearing     11,070,277  
  Interest-bearing     18,105,354  
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     24,596,600  
  Noninterest-bearing     321,299  
Interest bearing     24,275,301  
Federal funds purchased and securities sold under agreements to repurchase     1,922,197  
Trading liabilities     1,970,040  
Other borrowed money:        
  (includes mortgage indebtedness and obligations under capitalized leases)     1,577,518  
Bank's liability on acceptances executed and outstanding     575,362  
Subordinated notes and debentures     1,940,000  
Other liabilities     5,317,831  
   
 
Total liabilities   $ 67,075,179  
   
 
EQUITY CAPITAL        
Common stock     1,135,284  
Surplus     1,055,508  
Retained earnings     4,227,287  
Accumulated other comprehensive income     (38,602 )
Other equity capital components     0  
   
 
Total equity capital     6,379,477  
Total liabilities and equity capital   $ 73,954,859  

        I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

    Thomas J. Mastro,
    Senior Vice President and Comptroller

        We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell                Directors
Alan R. Griffith



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SIGNATURE
Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 2002, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.