8-K

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2004

Protective Life Insurance Company
(Exact name of registrant as specified in its charter)

Tennessee
(State or other jurisdiction
of incorporation) 001-31901
(Commission File Number) 63-0169720
(IRS Employer
Identification No.)

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

Registrant's telephone number, including area code: (205) 268-1000

Item 7. Financial Statements and Exhibits

        The following documents are filed with reference to and are hereby incorporated by reference into the Registration Statement on Form S-3 (File No. 333-100944), as amended, of Protective Life Insurance Company, filed with the Securities and Exchange Commission on November 1, 2002 and amended on November 7, 2003 and November 12, 2003.

(c)

Exhibits

Exhibit 4.1	Omnibus Instrument, dated as of April 19, 2004, relating to Protective Life Secured Trust 2004-24.
Exhibit 4.1(a)	Exhibit A, Section A-1 to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Statutory Trust Terms (incorporated herein by reference to Exhibit 4.7 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(b)	Exhibit A, Section A-2 to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Common Law Trust Terms (incorporated herein by reference to Exhibit 4.9 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(c)	Exhibit B to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Administrative Services Terms (incorporated herein by reference to Exhibit 4.12 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(d)	Exhibit C to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Expense and Indemnity Agreement Terms (incorporated herein by reference to Exhibit 10.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(e)	Exhibit D to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard License Agreement Terms (incorporated herein by reference to Exhibit 99.1 to Protective Life Insurance Company's Current Report on Form 8-K, filed on March 3, 2004).
Exhibit 4.1(f)	Exhibit E to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Indenture Terms (incorporated herein by reference to Exhibit 4.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(g)	Exhibit F to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Selling Agent Agreement Terms (InterNotes®) (incorporated herein by reference to Exhibit 1.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(h)	Exhibit G to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Distribution Agreement Terms (Secured Medium-Term Notes) (incorporated herein by reference to Exhibit 1.3 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(i)	Schedule 1 to Omnibus Instrument filed as Exhibit 4.1 hereto — Selling Agent Agreement Specifications (included as Schedule 1 to the Omnibus Instrument filed as Exhibit 4.1 hereto).

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Exhibit 4.1(j)	Annex A to Omnibus Instrument filed as Exhibit 4.1 hereto — Pricing Supplement (incorporated herein by reference to Pricing Supplement No. 24 with respect to Protective Life Secured Trust 2004-24, filed on April 20, 2004, with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended).
Exhibit 4.2	Omnibus Instrument, dated as of April 19, 2004, relating to Protective Life Secured Trust 2004-25.
Exhibit 4.2(a)	Exhibit A, Section A-1 to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Statutory Trust Terms (incorporated herein by reference to Exhibit 4.7 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(b)	Exhibit A, Section A-2 to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Common Law Trust Terms (incorporated herein by reference to Exhibit 4.9 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(c)	Exhibit B to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Administrative Services Terms (incorporated herein by reference to Exhibit 4.12 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(d)	Exhibit C to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Expense and Indemnity Agreement Terms (incorporated herein by reference to Exhibit 10.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(e)	Exhibit D to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard License Agreement Terms (incorporated herein by reference to Exhibit 99.1 to Protective Life Insurance Company's Current Report on Form 8-K, filed on March 3, 2004).
Exhibit 4.2(f)	Exhibit E to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Indenture Terms (incorporated herein by reference to Exhibit 4.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(g)	Exhibit F to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Selling Agent Agreement Terms (InterNotes®) (incorporated herein by reference to Exhibit 1.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(h)	Exhibit G to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Distribution Agreement Terms (Secured Medium-Term Notes) (incorporated herein by reference to Exhibit 1.3 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(i)	Schedule 1 to Omnibus Instrument filed as Exhibit 4.2 hereto — Selling Agent Agreement Specifications (included as Schedule 1 to the Omnibus Instrument filed as Exhibit 4.2 hereto).
Exhibit 4.2(j)	Annex A to Omnibus Instrument filed as Exhibit 4.2 hereto — Pricing Supplement (incorporated herein by reference to Pricing Supplement No. 25 with respect to Protective Life Secured Trust 2004-25, filed on April 20, 2004, with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended).

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Exhibit 5.1	Opinion of Nancy Kane, in-house counsel to Protective Life Insurance Company.
Exhibit 5.2	Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life Insurance Company, relating to Protective Life Secured Trust 2004-24.
Exhibit 5.3	Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life Insurance Company, relating to Protective Life Secured Trust 2004-25.
Exhibit 5.4	Opinion of William L. McCarty, in-house counsel to Protective Life Insurance Company.
Exhibit 8	Opinion of Debevoise & Plimpton LLP (re: tax matters).
Exhibit 23.1	Consent of Nancy Kane, in-house counsel to Protective Life Insurance Company (included in Exhibit 5.1).
Exhibit 23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2 and 5.3).
Exhibit 23.3	Consent of William L. McCarty, in-house counsel to Protective Life Insurance Company (included in Exhibit 5.4).
Exhibit 23.4	Consent of Debevoise & Plimpton LLP (included in Exhibit 8).

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Protective Life Insurance Company (Registrant)
Date: April 28, 2004	By:	/s/  JUDY WILSON Name: Judy Wilson Title: Senior Vice President

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 4.1	Omnibus Instrument, dated as of April 19, 2004, relating to Protective Life Secured Trust 2004-24.
Exhibit 4.1(a)	Exhibit A, Section A-1 to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Statutory Trust Terms (incorporated herein by reference to Exhibit 4.7 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(b)	Exhibit A, Section A-2 to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Common Law Trust Terms (incorporated herein by reference to Exhibit 4.9 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(c)	Exhibit B to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Administrative Services Terms (incorporated herein by reference to Exhibit 4.12 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(d)	Exhibit C to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Expense and Indemnity Agreement Terms (incorporated herein by reference to Exhibit 10.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(e)	Exhibit D to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard License Agreement Terms (incorporated herein by reference to Exhibit 99.1 to Protective Life Insurance Company's Current Report on Form 8-K, filed on March 3, 2004).
Exhibit 4.1(f)	Exhibit E to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Indenture Terms (incorporated herein by reference to Exhibit 4.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(g)	Exhibit F to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Selling Agent Agreement Terms (InterNotes®) (incorporated herein by reference to Exhibit 1.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(h)	Exhibit G to Omnibus Instrument filed as Exhibit 4.1 hereto — Standard Distribution Agreement Terms (Secured Medium-Term Notes) (incorporated herein by reference to Exhibit 1.3 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.1(i)	Schedule 1 to Omnibus Instrument filed as Exhibit 4.1 hereto — Selling Agent Agreement Specifications (included as Schedule 1 to the Omnibus Instrument filed as Exhibit 4.1 hereto).
Exhibit 4.1(j)	Annex A to Omnibus Instrument filed as Exhibit 4.1 hereto — Pricing Supplement (incorporated herein by reference to Pricing Supplement No. 24 with respect to Protective Life Secured Trust 2004-24, filed on April 20, 2004, with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended).

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Exhibit 4.2	Omnibus Instrument, dated as of April 19, 2004, relating to Protective Life Secured Trust 2004-25.
Exhibit 4.2(a)	Exhibit A, Section A-1 to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Statutory Trust Terms (incorporated herein by reference to Exhibit 4.7 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(b)	Exhibit A, Section A-2 to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Common Law Trust Terms (incorporated herein by reference to Exhibit 4.9 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(c)	Exhibit B to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Administrative Services Terms (incorporated herein by reference to Exhibit 4.12 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(d)	Exhibit C to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Expense and Indemnity Agreement Terms (incorporated herein by reference to Exhibit 10.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(e)	Exhibit D to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard License Agreement Terms (incorporated herein by reference to Exhibit 99.1 to Protective Life Insurance Company's Current Report on Form 8-K, filed on March 3, 2004).
Exhibit 4.2(f)	Exhibit E to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Indenture Terms (incorporated herein by reference to Exhibit 4.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(g)	Exhibit F to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Selling Agent Agreement Terms (InterNotes®) (incorporated herein by reference to Exhibit 1.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(h)	Exhibit G to Omnibus Instrument filed as Exhibit 4.2 hereto — Standard Distribution Agreement Terms (Secured Medium-Term Notes) (incorporated herein by reference to Exhibit 1.3 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944)).
Exhibit 4.2(i)	Schedule 1 to Omnibus Instrument filed as Exhibit 4.2 hereto — Selling Agent Agreement Specifications (included as Schedule 1 to the Omnibus Instrument filed as Exhibit 4.2 hereto).
Exhibit 4.2(j)	Annex A to Omnibus Instrument filed as Exhibit 4.2 hereto — Pricing Supplement (incorporated herein by reference to Pricing Supplement No. 25 with respect to Protective Life Secured Trust 2004-25, filed on April 20, 2004, with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended).
Exhibit 5.1	Opinion of Nancy Kane, in-house counsel to Protective Life Insurance Company.
Exhibit 5.2	Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life Insurance Company, relating to Protective Life Secured Trust 2004-24.

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Exhibit 5.3	Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life Insurance Company, relating to Protective Life Secured Trust 2004-25.
Exhibit 5.4	Opinion of William L. McCarty, in-house counsel to Protective Life Insurance Company.
Exhibit 8	Opinion of Debevoise & Plimpton LLP (re: tax matters).
Exhibit 23.1	Consent of Nancy Kane, in-house counsel to Protective Life Insurance Company (included in Exhibit 5.1).
Exhibit 23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2 and 5.3).
Exhibit 23.3	Consent of William L. McCarty, in-house counsel to Protective Life Insurance Company (included in Exhibit 5.4).
Exhibit 23.4	Consent of Debevoise & Plimpton LLP (included in Exhibit 8).

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Item 7. Financial Statements and Exhibits

SIGNATURES

EX-4.1

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EXHIBIT 4.1

OMNIBUS INSTRUMENT

        WHEREAS, parties named herein desire to enter into certain Program Documents, each such document dated as of the date specified in this Omnibus Instrument, relating to the issuance by Protective Life Secured Trust 2004-24 (the "Trust") of Notes to investors under Protective Life Insurance Company's ("Protective Life") secured notes program;

        WHEREAS, if the Pricing Supplement (attached to this Omnibus Instrument as Annex A, the "Pricing Supplement") indicates that the Trust is a Delaware statutory trust, the Trust will be organized under and its activities will be governed by (i) the provisions of the Statutory Trust Agreement (set forth in Section A of this Omnibus Instrument), dated as of the date of the Pricing Supplement (the "Execution Date"), by and between the parties thereto indicated in Section I herein, and (ii) the certificate of trust of the Trust;

        WHEREAS, if the Pricing Supplement indicates that the Trust is a common law trust, the Trust will be organized under and its activities will be governed by the provisions of the Common Law Trust Agreement (set forth in Section A of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, the Trust will be administered pursuant to the provisions of the Administrative Services Agreement (set forth in Section B of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, certain costs and expenses of the Trust and the service providers to the Trust will be paid pursuant to the Expense and Indemnity Agreement (set forth in Section C of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, certain licensing arrangements between the Trust and Protective Life will be governed pursuant to the provisions of the License Agreement (set forth in Section D of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, the Notes will be issued pursuant to the Indenture (set forth in Section E of this Omnibus Instrument), dated as of the Original Issue Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, if the Trust is issuing InterNotes® to retail investors, then the sale of the Notes will be governed by the Selling Agent Agreement (set forth in Section F of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, if the Trust is issuing secured medium-term notes to institutional investors, then the sale of the Notes will be governed by the Distribution Agreement (set forth in Section G of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein; and

        WHEREAS, certain agreements relating to the Notes and the Funding Agreement are set forth in the Coordination Agreement (set forth in Section H of this Omnibus Instrument), dated as of the Original Issue Date, by and among the parties thereto indicated in Section I herein.

        All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Indenture.

SECTION A
Trust Agreement

        Section A-1. Delaware Statutory Trust

If the Pricing Supplement indicates that the Trust is a Delaware Statutory Trust, the following shall constitute the Trust Agreement.

STATUTORY TRUST AGREEMENT
by and among
AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator
and
Wilmington Trust Company, as Delaware Trustee

        THIS STATUTORY TRUST AGREEMENT, dated as of the Execution Date, by and among AMACAR Pacific Corp., a Delaware corporation (the "Trust Beneficial Owner" and "Administrator") and Wilmington Trust Company, a Delaware banking corporation, as Delaware Trustee (the "Delaware Trustee").

W I T N E S S E T H:

        WHEREAS, the Trust Beneficial Owner and the Delaware Trustee desire to authorize the issuance of a Trust Beneficial Interest and a Series of Notes in connection with the entry into this Statutory Trust Agreement;

        WHEREAS, all things necessary to make this Statutory Trust Agreement a valid and legally binding agreement of the Delaware Trustee and the Administrator, enforceable in accordance with its terms, have been done;

        WHEREAS, the parties intend to provide for, among other things, (i) the issuance and sale of the Notes (pursuant to the Indenture and the applicable Program Distribution Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds of the sale of the Notes and Trust Beneficial Interest to acquire the Funding Agreements, and (iii) all other actions deemed necessary or desirable in connection with the transactions contemplated by this Statutory Trust Agreement; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Statutory Trust Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit A (the "Standard Statutory Trust Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Statutory Trust Terms (the Standard Statutory Trust Terms and this Statutory Trust Agreement, collectively, the "Trust Agreement").

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Statutory Trust Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Statutory Trust Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Statutory Trust Agreement is included as Section A-1.

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ARTICLE 2

        Section 2.01 Name. The Trust created and governed by this Trust Agreement shall be the trust specified in the Omnibus Instrument, as such name may be modified from time to time by the Delaware Trustee following written notice to the Trust Beneficial Owner.

        Section 2.02 Initial Capital Contribution and Ownership. The Trust Beneficial Owner has paid to, or to an account at the direction of, the Delaware Trustee, on the date hereof, the sum of $15 (or, if the Trust issues Notes at a discount, the product of $15 and the issue price (expressed as a percentage of the original principal amount of the Notes)). The Delaware Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the Series of Notes to purchase one or more Funding Agreements. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

        Section 2.03 Acknowledgment. The Delaware Trustee, on behalf of the Trust, expressly acknowledges its duties and obligations set forth in Section 2.07 of the Standard Statutory Trust Terms incorporated herein.

        Section 2.04 Additional Terms. None

        Section 2.05 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Trust Agreement will enter into this Trust Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, the Delaware Trustee, the Trust Beneficial Owner and the Administrator hereby agree that this Trust Agreement will constitute a legal, valid and binding agreement between the Delaware Trustee, the Trust Beneficial Owner and the Administrator as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this Trust Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.06 Counterparts. This Trust Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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        Section A-2. Delaware Common Law Trust

If the Pricing Supplement indicates that the Trust is a Delaware Common Law Trust, the following shall constitute the Trust Agreement.

COMMON LAW TRUST AGREEMENT
by and among
AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator
and
Wilmington Trust Company, as Trustee

        THIS COMMON LAW TRUST AGREEMENT, dated as of the Execution Date, by and among AMACAR Pacific Corp., a Delaware corporation (the "Trust Beneficial Owner" and "Administrator") and Wilmington Trust Company, a Delaware banking corporation, as Trustee (the "Trustee").

W I T N E S S E T H:

        WHEREAS, the Trust Beneficial Owner and the Trustee desire to authorize the issuance of a Trust Beneficial Interest and a Series of Notes in connection with the entry into this Common Law Trust Agreement;

        WHEREAS, all things necessary to make this Common Law Trust Agreement a valid and legally binding agreement of the Trustee and the Administrator, enforceable in accordance with its terms, have been done;

        WHEREAS, the parties intend to provide for, among other things, (i) the issuance and sale of the Notes (pursuant to the Indenture and the applicable Program Distribution Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds of the sale of the Notes and Trust Beneficial Interest to acquire the Funding Agreements, and (iii) all other actions deemed necessary or desirable in connection with the transactions contemplated by this Common Law Trust Agreement; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Common Law Trust Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit A (the "Standard Common Law Trust Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Common Law Trust Terms (the Standard Common Law Trust Terms and this Common Law Trust Agreement, collectively, the "Trust Agreement").

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Common Law Trust Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Common Law Trust Terms Trust Agreement, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Statutory Trust Agreement is included as Section A-2.

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ARTICLE 2

        Section 2.01 Name. The Trust created and governed by this Trust Agreement shall be the trust specified in the Omnibus Instrument, as such name may be modified from time to time by the Trustee following written notice to the Trust Beneficial Owner.

        Section 2.02 Initial Capital Contribution and Ownership. The Trust Beneficial Owner has paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, if the Trust issues Notes at a discount, the product of $15 and the issue price (expressed as a percentage of the original principal amount of the Notes)). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the Series of Notes to purchase one or more Funding Agreements. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

        Section 2.03 Acknowledgment. The Trustee, on behalf of the Trust, expressly acknowledges its duties and obligations set forth in Section 2.07 of the Standard Common Law Trust Terms incorporated herein.

        Section 2.04 Additional Terms. None

        Section 2.05 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Trust Agreement will enter into this Trust Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, the Trustee, the Trust Beneficial Owner and the Administrator hereby agree that this Trust Agreement will constitute a legal, valid and binding agreement between the Trustee, the Trust Beneficial Owner and the Administrator as of the Execution Date.

        All terms relating to the Trust or the Series of Notes not otherwise included in this Trust Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.06 Counterparts. This Trust Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION B
Administrative Services Agreement

ADMINISTRATIVE SERVICES AGREEMENT
by and among
The Protective Life Secured Trust
specified in the Omnibus Instrument
and
AMACAR Pacific Corp.,
as Administrator

        THIS ADMINISTRATIVE SERVICES AGREEMENT, dated as of the Execution Date, by and among the Protective Life Secured Trust specified in the Omnibus Instrument (the "Trust") and AMACAR Pacific Corp., a Delaware corporation (the "Administrator").

W I T N E S S E T H:

        WHEREAS, the Trust has requested that the Administrator provide advice and assistance to the Trust and perform various services for the Trust;

        WHEREAS, the Trust desires to avail itself of the experience, advice and assistance of the Administrator and to have the Administrator perform various financial, statistical, accounting and other services for the Trust, and the Administrator is willing to furnish such services on the terms and conditions herein set forth; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Administrative Services Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit B (the "Standard Administrative Services Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Administrative Services Terms (the Standard Administrative Services Terms and this Administrative Services Agreement, collectively, the "Administrative Services Agreement").

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Administrative Services Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Administrative Services Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Administrative Services Agreement is included as Section B.

ARTICLE 2

        Section 2.01 Additional Terms. None

        Section 2.02 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Administrative Services Agreement will enter into this Administrative Services Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, Wilmington on behalf of the Trust and the Administrator hereby agree that this Administrative Services Agreement will constitute a legal, valid and binding agreement between the Trust and the Administrator as of the Execution Date.

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        All terms relating to the Trust or the Notes not otherwise included in this Administrative Services Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.03 Counterparts. This Administrative Services Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

        Section 2.04 Third Party Beneficiary. The parties hereto acknowledge that Wilmington shall be an express third party beneficiary to this Administrative Services Agreement, entitled in its own name and on its own behalf to enforce the provisions hereof against the Trust and the Administrator with respect to obligations owed to Wilmington by either the Trust or the Administrator; provided, however, that such right shall be valid only for so long as Wilmington has any outstanding obligations or potential obligations under the Trust Agreement.

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SECTION C
Expense and Indemnity Agreement

EXPENSE AND INDEMNITY AGREEMENT

        This Expense and Indemnity Agreement, dated as of the Execution Date, is entered into by and among Protective Life, the Trust, Wilmington Trust Company, The Bank of New York, as indenture trustee, and AMACAR Pacific Corp., as Administrator.

        WHEREAS, in consideration of the Service Providers (as defined in the Standard Expense and Indemnity Agreement Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit C (the "Standard Expense and Indemnity Agreement Terms")) providing services to the Trust in connection with the Program and pursuant to the Program Documents under which the Service Providers will have certain duties and obligations, Protective Life hereby agrees to the following compensation arrangements and terms of indemnity; and

        WHEREAS, the parties hereto desire to incorporate by reference the Standard Expense and Indemnity Agreement Terms and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Expense and Indemnity Agreement Terms (the Standard Expense and Indemnity Agreement Terms and this Expense and Indemnity Agreement, collectively, the "Expense and Indemnity Agreement").

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Expense and Indemnity Terms, dated as of November 7, 2003, and attached to the Omnibus Instrument as Exhibit C (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Expense and Indemnity Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Expense and Indemnity Agreement is included as Section C.

ARTICLE 2

        Section 2.01 Additional Terms. None

        Section 2.02 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Expense and Indemnity Agreement will enter into this Expense and Indemnity Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, each party hereto agrees that this Expense and Indemnity Agreement will constitute a legal, valid and binding agreement by and among such parties as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this Expense and Indemnity Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.03 Counterparts. This Expense and Indemnity Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION D
License Agreement

        LICENSE AGREEMENT

        This LICENSE AGREEMENT, dated as of the Execution Date, is entered into between Protective Life Corporation (the "Licensor"), a Delaware corporation with its principal place of business at 2801 Highway 280 South, Birmingham, Alabama 35223, and the Protective Life Secured Trust specified in the Omnibus Instrument (the "Licensee").

W I T N E S S E T H:

        WHEREAS, Licensor is the owner of certain trademarks and service marks and registrations and pending applications therefore, and may acquire additional trademarks and service marks in the future, all as defined below;

        WHEREAS, Licensee desires to use certain of Licensor's trademarks and service marks in connection with Licensee's activities, as described more fully below;

        WHEREAS, Licensor and Licensee wish to formalize the agreement between them regarding Licensee's use of Licensor's marks; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard License Agreement Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit D (the "Standard License Agreement Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard License Agreement Terms (the Standard License Agreement Terms and this License Agreement, collectively, the "License Agreement").

        NOW THEREFORE, in consideration of the mutual promises set forth in this License Agreement and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard License Agreement Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard License Agreement Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this License Agreement is included as Section D.

ARTICLE 2

        Section 2.01 Additional Terms. None

        Section 2.02 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this License Agreement will enter into this License Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, Licensor and the Licensee hereby agree that this License Agreement will constitute a legal, valid and binding agreement between Licensor and the Licensee as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this License Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.03 Counterparts. This License Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION E
Indenture

        INDENTURE

        This INDENTURE (the "Indenture") is entered into as of the Original Issue Date specified in the Pricing Supplement, by and between the Protective Life Secured Trust specified in the Omnibus Instrument (the "Trust"), and The Bank of New York, as indenture trustee (the "Indenture Trustee").

        The Bank of New York in its capacity as Indenture Trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder.

        References herein to "Indenture Trustee," "Registrar," "Transfer Agent," "Paying Agent" or "Calculation Agent" shall include the permitted successors and assigns of any such entity from time to time.

W I T N E S S E T H:

        WHEREAS, the Trust has duly authorized the execution and delivery of this Indenture to provide for the issuance of secured Notes; and

        WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Trust and the other parties to this Indenture, enforceable in accordance with its terms, have been done, and the Trust proposes to do all things necessary to make the Notes, when executed by the Trust and authenticated and delivered pursuant hereto, valid and legally binding obligations of the Trust as hereinafter provided; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Indenture Terms dated as of November 7, 2003, and attached to the Omnibus Instrument as Exhibit E (the "Standard Indenture Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Indenture Terms (the Standard Indenture Terms and this Indenture, collectively, the "Indenture");

        NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed by the parties hereto as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard Indenture Terms (except to the extent expressly modified hereby) are hereby incorporated herein by reference (as if fully set forth herein). Should any portion of the Standard Indenture Terms conflict with the terms of this Indenture, the terms of this Indenture shall prevail. References herein to Articles, Sections or Exhibits shall refer respectively to the articles, sections or exhibits of the Standard Indenture Terms, unless otherwise expressly provided.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Indenture is included as Section E.

ARTICLE 2

        Section 2.01 Agreement to be Bound. Each of the Trust, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent and the Calculation Agent hereby agrees to be bound by all of the terms, provisions and agreements set forth herein, with respect to all matters contemplated herein, including, without limitation, those relating to the issuance of the below referenced Notes.

        Section 2.02 Designation of the Trust and the Notes. The Trust created by the Trust Agreement and, if such Trust is a statutory trust, the certificate of trust of the Trust, and referred to in this Indenture is the Protective Life Secured Trust specified in the Omnibus Instrument. The Notes issued by the Trust and governed by this Indenture shall be the Notes specified in the Pricing Supplement.

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        Section 2.03 Additional Terms. Notwithstanding any provision of the Standard Indenture Terms to the contrary, "Stated Maturity Date" means, with respect to any Note, any installment of principal thereof or interest thereon, any premium thereon or any Additional Amounts with respect thereto, the date established by or pursuant to this Indenture or an applicable Note or supplemental indenture as the date on which the principal of such Note or such installment of principal or interest or such premium is, or such Additional Amounts are, due and payable; provided that in no event shall the Stated Maturity Date of any Note exceed thirty years after the Issuance Date of such Note.

        Section 2.04 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Indenture will enter into this Indenture by executing the Omnibus Instrument and the date of this Indenture will be the day and year specified therein.

        By executing the signature page thereto, the Indenture Trustee and the Trust hereby agree that this Indenture will constitute a legal, valid and binding agreement between the Indenture Trustee and the Trust as of the Original Issue Date.

        All terms relating to the Trust or the Notes not otherwise included in this Indenture will be as specified in the Omnibus Instrument or the Pricing Supplement, as indicated herein.

        Section 2.05 Counterparts. This Indenture, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute one and the same instrument.

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SECTION F
Selling Agent Agreement

SELLING AGENT AGREEMENT
by and among
The Protective Life Secured Trust
specified in the Omnibus Instrument
and
Protective Life Insurance Company
and
The Agents specified in the Pricing Supplement

        This Selling Agent Agreement, dated as of the Execution Date, is entered into by and among each Agent specified in the Pricing Supplement, Protective Life Insurance Company, a Tennessee stock life insurance company (the "Company" and the Protective Life Secured Trust specified in the Omnibus Instrument.

        WHEREAS, the Protective Life Secured Trust specified in the Omnibus Instrument desires to issue and sell the Notes specified in the Pricing Supplement to the Purchasing Agent.

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard Selling Agent Agreement Terms, dated as of November 7, 2003 (the "Standard Selling Agent Agreement Terms"), and attached to the Omnibus Instrument as Exhibit F (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein and all capitalized terms not otherwise defined herein (including recitals hereof) shall have the meanings set forth in the Standard Selling Agent Agreement Terms (the Standard Selling Agent Agreement Terms and this Selling Agent Agreement, collectively, the "Selling Agent Agreement"). To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Selling Agent Agreement Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Selling Agent Agreement is included as Section F.

ARTICLE 2

        Section 2.01 Purchase of Notes. The Purchasing Agent agrees to purchase the Notes having the terms and in the amounts specified in the Pricing Supplement.

        Also, in connection with the purchase of the Notes from the Trust by the Agents, the items specified in Schedule 1 to the Omnibus Instrument will be delivered on the Original Issue Date.

ARTICLE 3

        Section 3.01 Additional Terms. (a) Notwithstanding Section III(a)(i) of the Standard Selling Agent Agreement Terms, the parties to this Selling Agent Agreement agree that the Company and the Trust shall file the Pricing Supplement pursuant to the appropriate subsection under Rule 424(b) under the 1933 Act.

        (b) The parties to this Selling Agent Agreement agree that if, at any time after the Settlement Date when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in

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order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request.

        (c) Notwithstanding Section II(c) of the Standard Selling Agent Agreement Terms, the parties to this Selling Agent Agreement agree that the officer's certificate to be delivered pursuant to such Section II(c) need only be executed by one officer of the Company who is at least a Senior Vice President of the Company.

        Section 3.02 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Selling Agent Agreement will enter into this Selling Agent Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, each party hereto agrees that this Selling Agent Agreement will constitute a legal, valid and binding agreement by and among the Trust, Protective Life Insurance Company and the Agents specified in the Pricing Supplement as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this Selling Agent Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 3.03 Counterparts. This Selling Agent Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION G
Distribution Agreement

DISTRIBUTION AGREEMENT
by and among
The Protective Life Secured Trust
specified in the Omnibus Instrument
and
Protective Life Insurance Company
and
The Dealers specified in the Pricing Supplement

        This Distribution Agreement, dated as of the Execution Date, is entered into by and among each dealer specified in the Pricing Supplement (each, a "Dealer"), Protective Life Insurance Company, a Tennessee stock life insurance company (the "Company") and the Protective Life Secured Trust specified in the Omnibus Instrument.

        WHEREAS, the Trust has entered into the Indenture (the "Indenture"), dated as of the date specified in the Omnibus Instrument, by and between the Trust and The Bank of New York, as indenture trustee (the "Indenture Trustee") to provide for the issuance by the Trust of the secured medium-term notes specified in the Pricing Supplement (the "Notes"); and

        WHEREAS, all things necessary to make this Distribution Agreement a valid and legally binding agreement of the Trust and the other parties to this Distribution Agreement, enforceable in accordance with its terms, have been done, and the Trust proposes to do all things necessary to make the Notes, when executed by the Trust and authenticated and delivered pursuant hereto and the Indenture, valid and legally binding obligations of the Trust as hereinafter provided; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Distribution Agreement Terms dated as of November 7, 2003 (the "Standard Distribution Agreement Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Distribution Agreement Terms (the Standard Distribution Agreement Terms and this Distribution Agreement, collectively, the "Distribution Agreement").

        NOW, THEREFORE, for and in consideration of the premises and the issuance of the Notes by the Trust, it is mutually agreed by the parties hereto as follows:

ARTICLE 1

        Section 1.01 Agreement to be Bound. The Trust and each Dealer hereby agrees to be bound by all of the terms, provisions and agreements set forth herein, with respect to all matters contemplated herein, including, without limitation, those relating to the issuance of the below-referenced Notes.

        Section 1.02 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard Distribution Agreement Terms and attached to the Omnibus Instrument as Exhibit G (except to the extent expressly modified hereby) are hereby incorporated herein by reference (as if fully set forth herein). Should any portion of the Standard Distribution Agreement Terms conflict with the terms of this Distribution Agreement, the terms of this Distribution Agreement shall prevail. References herein to Sections or Exhibits shall refer respectively to the sections or exhibits of the Standard Distribution Agreement Terms, unless otherwise expressly provided.

        Section 1.03 Designation of the Trust and the Notes. The Trust created by the Trust Agreement and, if such Trust is a Delaware statutory trust, the certificate of trust of the Trust, and referred to in this Distribution Agreement is the Protective Life Secured Trust specified in the Omnibus Instrument. The term Trust refers to the Protective Life Secured Trust specified in this Omnibus Instrument. The Series

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of Notes issued by the Trust pursuant to the Distribution Agreement shall be the Series of notes specified in the Pricing Supplement. The term Notes refers to the notes of this Series of Notes.

        Section 1.04 Additional Terms. Notwithstanding Section 3(a)(i) of the Standard Distribution Agreement Terms, the parties to this Distribution Agreement agree that the Company and the Trust shall file the Pricing Supplement pursuant to the appropriate subsection under Rule 424(b) under the 1933 Act.

        The parties to this Distribution Agreement agree that if, at any time after the Settlement Date when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Dealer(s), counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Dealer(s) to cease the solicitation of offers for the purchase of Notes in their capacity as agent, if applicable, and to cease sales of any Notes they may then own as principal, and the Company will promptly prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Dealer(s), without charge, such number of copies of such amendment or supplement as the Dealer(s) may reasonably request.

        Section 1.05 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Distribution Agreement is included as Section G.

ARTICLE 2

        Section 2.01 Purchase/Solicitation of Purchases of Notes.

        (a)   If specified in the Pricing Supplement, the Notes are being purchased by the Dealer(s) as principal.

        (1)   If the Notes are to be purchased by the Dealer(s) as principal, the Dealer(s) specified in the Pricing Supplement [severally] agree to purchase the Notes having the terms and in the amounts specified in the Pricing Supplement.

        (2)   Also, in connection with the purchase of Notes from the Trust by the Dealer(s) as principal, the items specified in Schedule 1 to the Omnibus Instrument will be delivered on the Original Issue Date.

        (b)   If specified in the Pricing Supplement, the Dealer(s) will be acting as agent.

        (1)   If the Dealer(s) are to solicit the purchase of the Notes acting as agents, the Dealer(s) will solicit the purchase of Notes pursuant to Section 1(d) of the Distribution Agreement.

        Section 2.02 Funding Agreement. On the Original Issue Date set forth above, the Company will issue to the Trust the Funding Agreement(s) identified by number in the Pricing Supplement.

        Section 2.03 Dealer Notice Information. As specified in Schedule 1 to the Omnibus Instrument.

15

ARTICLE 3

        Section 3.01 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Distribution Agreement will enter into this Distribution Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, each party hereto agrees that this Distribution Agreement will constitute a legal, valid and binding agreement by and among the Trust, Protective Life Insurance Company and the Dealers specified in the Pricing Supplement as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this Distribution Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 3.02 Counterparts. This Distribution Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION H
COORDINATION AGREEMENT

        This Coordination Agreement, dated as of the Original Issue Date, is entered into by and among Protective Life, the Trust and the Indenture Trustee.

W I T N E S S E T H:

        WHEREAS, the Trust will enter into the Funding Agreement with Protective Life dated as of the Original Issue Date;

        WHEREAS, the Dealer(s) have agreed to sell the Notes in accordance with the Registration Statement; and

        WHEREAS, the Trust intends to issue the Notes in accordance with the Indenture and to transfer the Funding Agreement to the Indenture Trustee in accordance with the Indenture to secure payment of the Notes;

        NOW, THEREFORE, to give effect to the agreements and arrangements established under the Distribution Agreement or Selling Agent Agreement, as applicable, the Trust Agreement, the Indenture, and the Notes, and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Delivery of the Funding Agreement. The Trust hereby authorizes the Indenture Trustee to receive the Funding Agreement from Protective Life pursuant to the Assignment of the Funding Agreement, to be entered into on the Original Issue Date, as specified in the Pricing Supplement and included in the closing instrument dated as of the Original Issue Date set forth in the Pricing Supplement (the "Closing Instrument").

        Section 1.02 Issuance and Purchase of the Notes.

        (a)   Delivery of the Funding Agreement to the Indenture Trustee pursuant to the Assignment of the Funding Agreement shall be confirmation of payment by the Trust for the Funding Agreement.

        (b)   The Trust hereby directs the Indenture Trustee, upon receipt of the Funding Agreement pursuant to the Assignment of the Funding Agreement, (i) to authenticate the certificates representing the Notes (the "Notes Certificates") in accordance with the Indenture and (ii) to (A) deliver each relevant Notes Certificate to the clearing system or systems identified in each such Notes Certificate, or to the nominee of such clearing system, for credit to such accounts as the Dealer(s) may direct, or (B) deliver each relevant Notes Certificate to the purchasers thereof as identified by the Dealer(s).

        Section 1.03 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Coordination Agreement is included as Section H.

ARTICLE 2

        Section 2.01 Directions Regarding Periodic Payments. As registered owner of the Funding Agreement as collateral securing payments on the Notes, the Indenture Trustee will receive payments on the Funding Agreement on behalf of the Trust. The Trust hereby directs the Indenture Trustee to use such funds to make payments on behalf of the Trust pursuant to the Trust Agreement and the Indenture.

        Section 2.02 Maturity of the Funding Agreement. Upon the maturity of the Funding Agreement and the return of funds thereunder, the Trust hereby directs the Indenture Trustee to set aside from such funds an amount sufficient for the repayment of the outstanding principal on the Notes when due.

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ARTICLE 3

        Section 3.01 No Additional Liability. Nothing in this agreement shall impose any liability or obligation on the part of any party to this agreement to make any payment or disbursement in addition to any liability or obligation such party has under the Program Documents, except to the extent that a party has actually received funds which it is obligated to disburse pursuant to this agreement.

        Section 3.02 No Conflict. This agreement is intended to be in furtherance of the agreements reflected in the documents related to the Program Documents, and not in conflict. To the extent that a provision of this agreement conflicts with the provisions of one or more Program Documents, the provisions of such documents shall govern.

        Section 3.03 Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of laws thereof.

        Section 3.04 Severability. If any provision in this agreement shall be invalid, illegal or unenforceable, such provisions shall be deemed severable from the remaining provisions of this agreement and shall in no way affect the validity or enforceability of such other provisions of this agreement.

        Section 3.05 Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument.

        Section 3.06 Notices. All demands, notices and communications under this agreement shall be in writing and shall be deemed to have been duly given upon receipt at the addresses set forth below:

        if to the Trust, Indenture Trustee or Protective Life, as specified in the Expense and Indemnity Agreement or at such other address as shall be designated by any such party in a written notice to the other parties.

ARTICLE 4

        Section 4.01 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Coordination Agreement will enter into this Coordination Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, each party hereto agrees that this Coordination Agreement will constitute a legal, valid and binding agreement by and among the Trust, Protective Life Insurance Company and the Indenture Trustee as of the Original Issue Date.

        All terms relating to the Trust or the Notes not otherwise included in this Coordination Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

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SECTION I
Miscellaneous and Execution Pages

        Notwithstanding any other provisions of this Omnibus Instrument, no amendment to this Omnibus Instrument may be made if such amendment would cause the Trust not to be treated as a grantor trust for U.S. federal income tax purposes.

        This Omnibus Instrument may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

        It is expressly understood and agreed by the parties hereto that (a) this Omnibus Instrument is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Omnibus Instrument or any other related documents.

        Each signatory, by its execution hereof, does hereby become a party to each of the agreements identified for such party as of the date specified in such agreements.

19

        IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument, dated as of the Execution Date.

PROTECTIVE LIFE CORPORATION (in executing below agrees and becomes a party to the License Agreement set forth in Section D herein).
By:	/s/  JUDY WILSON
	Name:  Judy Wilson
	Title:    Senior Vice President

Protective Life Secured Trust 2004-24
Omnibus Instrument
Execution Page 1 of 7

20

PROTECTIVE LIFE INSURANCE COMPANY (in executing below agrees and becomes a party to (i) the Expense and Indemnity Agreement set forth in Section C herein, (ii) if the Trust is issuing InterNotes® to retail investors, the Selling Agent Agreement set forth in Section F herein, (iii) if the Trust is issuing secured medium-term notes to institutional investors, the Distribution Agreement set forth in Section G herein and (iv) the Coordination Agreement set forth in Section H herein).
By:	/s/  JUDY WILSON
	Name:  Judy Wilson
	Title:    Senior Vice President

Protective Life Secured Trust 2004-24
Omnibus Instrument
Execution Page 2 of 7

21

PROTECTIVE LIFE SECURED TRUST specified in the Omnibus Instrument (in executing below agreement and becomes a party to (i) the Administrative Services Agreement set forth in Section B herein, (ii) the Expense and Indemnity Agreement set forth in Section C herein, (iii) the License Agreement set forth in Section D herein, (iv) the Indenture set forth in Section E herein (v) if the Trust is issuing InterNotes® to retail investors, the Selling Agent Agreement set forth in Section F herein, (vi) if the Trust is issuing secured medium-term notes to institutional investors, the Distribution Agreement set forth in Section G herein and (vii) the Coordination Agreement set forth in Section H herein).
By: Wilmington Trust Company, solely in its capacity as trustee of the Trust
By:	/s/  JENNIFER A. LUCE
	Name:  Jennifer A. Luce
	Title:    Financial Services Officer

Protective Life Secured Trust 2004-24
Omnibus Instrument
Execution Page 3 of 7

22

WILMINGTON TRUST COMPANY (in executing below agrees and becomes a party to (i)(a) if the Trust is a Delaware statutory trust, the Statutory Trust Agreement set forth in Section A-1 herein as Delaware Trustee or (b) if the Trust is a Delaware common law trust, the Common Law Trust Agreement set forth in Section A-2 herein as trustee and (ii) the Expense and Indemnity Agreement set forth in Section C herein).
By:	/s/  JENNIFER A. LUCE
	Name:  Jennifer A. Luce
	Title:    Financial Services Officer

Protective Life Secured Trust 2004-24
Omnibus Instrument
Execution Page 4 of 7

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AMACAR PACIFIC CORP. (in executing below agrees and becomes a party to (i) the Statutory Trust Agreement or Common Law Trust Agreement set forth in Sections A-1 and A-2, respectively, as the case may be, as Trust Beneficial Owner, (ii) the Administrative Services Agreement, set forth in Section B herein as Administrator and (iii) the Expense and Indemnity Agreement as set forth in Section C herein).
By:	/s/  JULIANA JOHNSON
	Name:  Juliana Johnson
	Title:    Vice President

Protective Life Secured Trust 2004-24
Omnibus Instrument
Execution Page 5 of 7

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THE BANK OF NEW YORK (in executing below agrees and becomes a party to (i) the Indenture set forth in Section E herein, not in its individual capacity but solely in its capacity as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent, (ii) the Expense and Indemnity Agreement set forth in Section C herein, not in its individual capacity but solely in its capacity as Indenture Trustee and (iii) the Coordination Agreement set forth in Section H herein, not in its individual capacity but solely in its capacity as Indenture Trustee).
By:	/s/  MILLIE CICERO
	Name:  Millie Cicero
	Title:    Assistant Treasurer

Protective Life Secured Trust 2004-24
Omnibus Instrument
Execution Page 6 of 7

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INCAPITAL LLC (in executing below agrees and becomes a party to the Selling Agent Agreement set forth in Section F herein on behalf of itself and each of the agents named in the Pricing Supplement).
By:	/s/  BRIAN WALKER
	Name:  Brian Walker
	Title:    Managing Director

Protective Life Secured Trust 2004-24
Omnibus Instrument
Execution Page 7 of 7

26

Index of Exhibits, Schedules and Annexes to Omnibus Instrument

Exhibits

EXHIBIT A
Section A-1	Standard Statutory Trust Terms—Incorporated herein by reference to Exhibit 4.7 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
Section A-2	Standard Common Law Trust Terms—Incorporated herein by reference to Exhibit 4.9 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT B	Standard Administrative Services Terms—Incorporated herein by reference to Exhibit 4.12 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT C	Standard Expense and Indemnity Agreement Terms—Incorporated herein by reference to Exhibit 10.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT D	Standard License Agreement Terms—Incorporated herein by reference to Exhibit 99.1 to Protective Life Insurance Company's Current Report on Form 8-K, filed on March 3, 2004.
EXHIBIT E	Standard Indenture Terms—Incorporated herein by reference to Exhibit 4.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT F	Standard Selling Agent Agreement Terms—Incorporated herein by reference to Exhibit 1.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT G	Standard Distribution Agreement Terms—Incorporated herein by reference to Exhibit 1.3 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
SCHEDULE 1	Selling Agent Agreement Specifications.
ANNEX A	Pricing Supplement—Incorporated herein by reference to Pricing Supplement No. 24 with respect to Protective Life Secured Trust 2004-24, filed on April 20, 2004, with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

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SCHEDULE 1

Selling Agent Agreement Specifications

        In connection with Section VI(a)(viii) of the Selling Agent Agreement, the Program under which the Notes are issued, as well as the Notes are rated Aa3 by Moody's and the Notes are rated AA by S&P. In connection with Section VI(b)(xiv) of the Selling Agent Agreement, the Company's financial strength rating is Aa3 by Moody's and AA by S&P.

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EXHIBIT 4.1

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EXHIBIT 4.2

OMNIBUS INSTRUMENT

        WHEREAS, parties named herein desire to enter into certain Program Documents, each such document dated as of the date specified in this Omnibus Instrument, relating to the issuance by Protective Life Secured Trust 2004-25 (the "Trust") of Notes to investors under Protective Life Insurance Company's ("Protective Life") secured notes program;

        WHEREAS, if the Pricing Supplement (attached to this Omnibus Instrument as Annex A, the "Pricing Supplement") indicates that the Trust is a Delaware statutory trust, the Trust will be organized under and its activities will be governed by (i) the provisions of the Statutory Trust Agreement (set forth in Section A of this Omnibus Instrument), dated as of the date of the Pricing Supplement (the "Execution Date"), by and between the parties thereto indicated in Section I herein, and (ii) the certificate of trust of the Trust;

        WHEREAS, if the Pricing Supplement indicates that the Trust is a common law trust, the Trust will be organized under and its activities will be governed by the provisions of the Common Law Trust Agreement (set forth in Section A of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, the Trust will be administered pursuant to the provisions of the Administrative Services Agreement (set forth in Section B of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, certain costs and expenses of the Trust and the service providers to the Trust will be paid pursuant to the Expense and Indemnity Agreement (set forth in Section C of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, certain licensing arrangements between the Trust and Protective Life will be governed pursuant to the provisions of the License Agreement (set forth in Section D of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, the Notes will be issued pursuant to the Indenture (set forth in Section E of this Omnibus Instrument), dated as of the Original Issue Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, if the Trust is issuing InterNotes® to retail investors, then the sale of the Notes will be governed by the Selling Agent Agreement (set forth in Section F of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein;

        WHEREAS, if the Trust is issuing secured medium-term notes to institutional investors, then the sale of the Notes will be governed by the Distribution Agreement (set forth in Section G of this Omnibus Instrument), dated as of the Execution Date, by and between the parties thereto indicated in Section I herein; and

        WHEREAS, certain agreements relating to the Notes and the Funding Agreement are set forth in the Coordination Agreement (set forth in Section H of this Omnibus Instrument), dated as of the Original Issue Date, by and among the parties thereto indicated in Section I herein.

        All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Indenture.

SECTION A
Trust Agreement

        Section A-1. Delaware Statutory Trust

If the Pricing Supplement indicates that the Trust is a Delaware Statutory Trust, the following shall constitute the Trust Agreement.

STATUTORY TRUST AGREEMENT
by and among
AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator
and
Wilmington Trust Company, as Delaware Trustee

        THIS STATUTORY TRUST AGREEMENT, dated as of the Execution Date, by and among AMACAR Pacific Corp., a Delaware corporation (the "Trust Beneficial Owner" and "Administrator") and Wilmington Trust Company, a Delaware banking corporation, as Delaware Trustee (the "Delaware Trustee").

W I T N E S S E T H:

        WHEREAS, the Trust Beneficial Owner and the Delaware Trustee desire to authorize the issuance of a Trust Beneficial Interest and a Series of Notes in connection with the entry into this Statutory Trust Agreement;

        WHEREAS, all things necessary to make this Statutory Trust Agreement a valid and legally binding agreement of the Delaware Trustee and the Administrator, enforceable in accordance with its terms, have been done;

        WHEREAS, the parties intend to provide for, among other things, (i) the issuance and sale of the Notes (pursuant to the Indenture and the applicable Program Distribution Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds of the sale of the Notes and Trust Beneficial Interest to acquire the Funding Agreements, and (iii) all other actions deemed necessary or desirable in connection with the transactions contemplated by this Statutory Trust Agreement; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Statutory Trust Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit A (the "Standard Statutory Trust Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Statutory Trust Terms (the Standard Statutory Trust Terms and this Statutory Trust Agreement, collectively, the "Trust Agreement").

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Statutory Trust Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Statutory Trust Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Statutory Trust Agreement is included as Section A-1.

2

ARTICLE 2

        Section 2.01 Name. The Trust created and governed by this Trust Agreement shall be the trust specified in the Omnibus Instrument, as such name may be modified from time to time by the Delaware Trustee following written notice to the Trust Beneficial Owner.

        Section 2.02 Initial Capital Contribution and Ownership. The Trust Beneficial Owner has paid to, or to an account at the direction of, the Delaware Trustee, on the date hereof, the sum of $15 (or, if the Trust issues Notes at a discount, the product of $15 and the issue price (expressed as a percentage of the original principal amount of the Notes)). The Delaware Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the Series of Notes to purchase one or more Funding Agreements. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

        Section 2.03 Acknowledgment. The Delaware Trustee, on behalf of the Trust, expressly acknowledges its duties and obligations set forth in Section 2.07 of the Standard Statutory Trust Terms incorporated herein.

        Section 2.04 Additional Terms. None

        Section 2.05 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Trust Agreement will enter into this Trust Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, the Delaware Trustee, the Trust Beneficial Owner and the Administrator hereby agree that this Trust Agreement will constitute a legal, valid and binding agreement between the Delaware Trustee, the Trust Beneficial Owner and the Administrator as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this Trust Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.06 Counterparts. This Trust Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

3

        Section A-2. Delaware Common Law Trust

If the Pricing Supplement indicates that the Trust is a Delaware Common Law Trust, the following shall constitute the Trust Agreement.

COMMON LAW TRUST AGREEMENT
by and among
AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator
and
Wilmington Trust Company, as Trustee

        THIS COMMON LAW TRUST AGREEMENT, dated as of the Execution Date, by and among AMACAR Pacific Corp., a Delaware corporation (the "Trust Beneficial Owner" and "Administrator") and Wilmington Trust Company, a Delaware banking corporation, as Trustee (the "Trustee").

W I T N E S S E T H:

        WHEREAS, the Trust Beneficial Owner and the Trustee desire to authorize the issuance of a Trust Beneficial Interest and a Series of Notes in connection with the entry into this Common Law Trust Agreement;

        WHEREAS, all things necessary to make this Common Law Trust Agreement a valid and legally binding agreement of the Trustee and the Administrator, enforceable in accordance with its terms, have been done;

        WHEREAS, the parties intend to provide for, among other things, (i) the issuance and sale of the Notes (pursuant to the Indenture and the applicable Program Distribution Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds of the sale of the Notes and Trust Beneficial Interest to acquire the Funding Agreements, and (iii) all other actions deemed necessary or desirable in connection with the transactions contemplated by this Common Law Trust Agreement; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Common Law Trust Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit A (the "Standard Common Law Trust Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Common Law Trust Terms (the Standard Common Law Trust Terms and this Common Law Trust Agreement, collectively, the "Trust Agreement").

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Common Law Trust Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Common Law Trust Terms Trust Agreement, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Statutory Trust Agreement is included as Section A-2.

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ARTICLE 2

        Section 2.01 Name. The Trust created and governed by this Trust Agreement shall be the trust specified in the Omnibus Instrument, as such name may be modified from time to time by the Trustee following written notice to the Trust Beneficial Owner.

        Section 2.02 Initial Capital Contribution and Ownership. The Trust Beneficial Owner has paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, if the Trust issues Notes at a discount, the product of $15 and the issue price (expressed as a percentage of the original principal amount of the Notes)). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the Series of Notes to purchase one or more Funding Agreements. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

        Section 2.03 Acknowledgment. The Trustee, on behalf of the Trust, expressly acknowledges its duties and obligations set forth in Section 2.07 of the Standard Common Law Trust Terms incorporated herein.

        Section 2.04 Additional Terms. None

        Section 2.05 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Trust Agreement will enter into this Trust Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, the Trustee, the Trust Beneficial Owner and the Administrator hereby agree that this Trust Agreement will constitute a legal, valid and binding agreement between the Trustee, the Trust Beneficial Owner and the Administrator as of the Execution Date.

        All terms relating to the Trust or the Series of Notes not otherwise included in this Trust Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.06 Counterparts. This Trust Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION B
Administrative Services Agreement

ADMINISTRATIVE SERVICES AGREEMENT
by and among
The Protective Life Secured Trust
specified in the Omnibus Instrument
and
AMACAR Pacific Corp.,
as Administrator

        THIS ADMINISTRATIVE SERVICES AGREEMENT, dated as of the Execution Date, by and among the Protective Life Secured Trust specified in the Omnibus Instrument (the "Trust") and AMACAR Pacific Corp., a Delaware corporation (the "Administrator").

W I T N E S S E T H:

        WHEREAS, the Trust has requested that the Administrator provide advice and assistance to the Trust and perform various services for the Trust;

        WHEREAS, the Trust desires to avail itself of the experience, advice and assistance of the Administrator and to have the Administrator perform various financial, statistical, accounting and other services for the Trust, and the Administrator is willing to furnish such services on the terms and conditions herein set forth; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Administrative Services Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit B (the "Standard Administrative Services Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Administrative Services Terms (the Standard Administrative Services Terms and this Administrative Services Agreement, collectively, the "Administrative Services Agreement").

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Administrative Services Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Administrative Services Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Administrative Services Agreement is included as Section B.

ARTICLE 2

        Section 2.01 Additional Terms. None

        Section 2.02 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Administrative Services Agreement will enter into this Administrative Services Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, Wilmington on behalf of the Trust and the Administrator hereby agree that this Administrative Services Agreement will constitute a legal, valid and binding agreement between the Trust and the Administrator as of the Execution Date.

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        All terms relating to the Trust or the Notes not otherwise included in this Administrative Services Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.03 Counterparts. This Administrative Services Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

        Section 2.04 Third Party Beneficiary. The parties hereto acknowledge that Wilmington shall be an express third party beneficiary to this Administrative Services Agreement, entitled in its own name and on its own behalf to enforce the provisions hereof against the Trust and the Administrator with respect to obligations owed to Wilmington by either the Trust or the Administrator; provided, however, that such right shall be valid only for so long as Wilmington has any outstanding obligations or potential obligations under the Trust Agreement.

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SECTION C
Expense and Indemnity Agreement

EXPENSE AND INDEMNITY AGREEMENT

        This Expense and Indemnity Agreement, dated as of the Execution Date, is entered into by and among Protective Life, the Trust, Wilmington Trust Company, The Bank of New York, as indenture trustee, and AMACAR Pacific Corp., as Administrator.

        WHEREAS, in consideration of the Service Providers (as defined in the Standard Expense and Indemnity Agreement Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit C (the "Standard Expense and Indemnity Agreement Terms")) providing services to the Trust in connection with the Program and pursuant to the Program Documents under which the Service Providers will have certain duties and obligations, Protective Life hereby agrees to the following compensation arrangements and terms of indemnity; and

        WHEREAS, the parties hereto desire to incorporate by reference the Standard Expense and Indemnity Agreement Terms and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Expense and Indemnity Agreement Terms (the Standard Expense and Indemnity Agreement Terms and this Expense and Indemnity Agreement, collectively, the "Expense and Indemnity Agreement").

        NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements of the Standard Expense and Indemnity Terms, dated as of November 7, 2003, and attached to the Omnibus Instrument as Exhibit C (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Expense and Indemnity Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Expense and Indemnity Agreement is included as Section C.

ARTICLE 2

        Section 2.01 Additional Terms. None

        Section 2.02 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Expense and Indemnity Agreement will enter into this Expense and Indemnity Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, each party hereto agrees that this Expense and Indemnity Agreement will constitute a legal, valid and binding agreement by and among such parties as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this Expense and Indemnity Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.03 Counterparts. This Expense and Indemnity Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION D
License Agreement

        LICENSE AGREEMENT

        This LICENSE AGREEMENT, dated as of the Execution Date, is entered into between Protective Life Corporation (the "Licensor"), a Delaware corporation with its principal place of business at 2801 Highway 280 South, Birmingham, Alabama 35223, and the Protective Life Secured Trust specified in the Omnibus Instrument (the "Licensee").

W I T N E S S E T H:

        WHEREAS, Licensor is the owner of certain trademarks and service marks and registrations and pending applications therefore, and may acquire additional trademarks and service marks in the future, all as defined below;

        WHEREAS, Licensee desires to use certain of Licensor's trademarks and service marks in connection with Licensee's activities, as described more fully below;

        WHEREAS, Licensor and Licensee wish to formalize the agreement between them regarding Licensee's use of Licensor's marks; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard License Agreement Terms, dated November 7, 2003, and attached to the Omnibus Instrument as Exhibit D (the "Standard License Agreement Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard License Agreement Terms (the Standard License Agreement Terms and this License Agreement, collectively, the "License Agreement").

        NOW THEREFORE, in consideration of the mutual promises set forth in this License Agreement and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard License Agreement Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard License Agreement Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this License Agreement is included as Section D.

ARTICLE 2

        Section 2.01 Additional Terms. None

        Section 2.02 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this License Agreement will enter into this License Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, Licensor and the Licensee hereby agree that this License Agreement will constitute a legal, valid and binding agreement between Licensor and the Licensee as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this License Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 2.03 Counterparts. This License Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION E
Indenture

        INDENTURE

        This INDENTURE (the "Indenture") is entered into as of the Original Issue Date specified in the Pricing Supplement, by and between the Protective Life Secured Trust specified in the Omnibus Instrument (the "Trust"), and The Bank of New York, as indenture trustee (the "Indenture Trustee").

        The Bank of New York in its capacity as Indenture Trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder.

        References herein to "Indenture Trustee," "Registrar," "Transfer Agent," "Paying Agent" or "Calculation Agent" shall include the permitted successors and assigns of any such entity from time to time.

W I T N E S S E T H:

        WHEREAS, the Trust has duly authorized the execution and delivery of this Indenture to provide for the issuance of secured Notes; and

        WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Trust and the other parties to this Indenture, enforceable in accordance with its terms, have been done, and the Trust proposes to do all things necessary to make the Notes, when executed by the Trust and authenticated and delivered pursuant hereto, valid and legally binding obligations of the Trust as hereinafter provided; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Indenture Terms dated as of November 7, 2003, and attached to the Omnibus Instrument as Exhibit E (the "Standard Indenture Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Indenture Terms (the Standard Indenture Terms and this Indenture, collectively, the "Indenture");

        NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed by the parties hereto as follows:

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard Indenture Terms (except to the extent expressly modified hereby) are hereby incorporated herein by reference (as if fully set forth herein). Should any portion of the Standard Indenture Terms conflict with the terms of this Indenture, the terms of this Indenture shall prevail. References herein to Articles, Sections or Exhibits shall refer respectively to the articles, sections or exhibits of the Standard Indenture Terms, unless otherwise expressly provided.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Indenture is included as Section E.

ARTICLE 2

        Section 2.01 Agreement to be Bound. Each of the Trust, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent and the Calculation Agent hereby agrees to be bound by all of the terms, provisions and agreements set forth herein, with respect to all matters contemplated herein, including, without limitation, those relating to the issuance of the below referenced Notes.

        Section 2.02 Designation of the Trust and the Notes. The Trust created by the Trust Agreement and, if such Trust is a statutory trust, the certificate of trust of the Trust, and referred to in this Indenture is the Protective Life Secured Trust specified in the Omnibus Instrument. The Notes issued by the Trust and governed by this Indenture shall be the Notes specified in the Pricing Supplement.

10

        Section 2.03 Additional Terms. Notwithstanding any provision of the Standard Indenture Terms to the contrary, "Stated Maturity Date" means, with respect to any Note, any installment of principal thereof or interest thereon, any premium thereon or any Additional Amounts with respect thereto, the date established by or pursuant to this Indenture or an applicable Note or supplemental indenture as the date on which the principal of such Note or such installment of principal or interest or such premium is, or such Additional Amounts are, due and payable; provided that in no event shall the Stated Maturity Date of any Note exceed thirty years after the Issuance Date of such Note.

        Section 2.04 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Indenture will enter into this Indenture by executing the Omnibus Instrument and the date of this Indenture will be the day and year specified therein.

        By executing the signature page thereto, the Indenture Trustee and the Trust hereby agree that this Indenture will constitute a legal, valid and binding agreement between the Indenture Trustee and the Trust as of the Original Issue Date.

        All terms relating to the Trust or the Notes not otherwise included in this Indenture will be as specified in the Omnibus Instrument or the Pricing Supplement, as indicated herein.

        Section 2.05 Counterparts. This Indenture, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute one and the same instrument.

11

SECTION F
Selling Agent Agreement

SELLING AGENT AGREEMENT
by and among
The Protective Life Secured Trust
specified in the Omnibus Instrument
and
Protective Life Insurance Company
and
The Agents specified in the Pricing Supplement

        This Selling Agent Agreement, dated as of the Execution Date, is entered into by and among each Agent specified in the Pricing Supplement, Protective Life Insurance Company, a Tennessee stock life insurance company (the "Company") and the Protective Life Secured Trust specified in the Omnibus Instrument.

        WHEREAS, the Protective Life Secured Trust specified in the Omnibus Instrument desires to issue and sell the Notes specified in the Pricing Supplement to the Purchasing Agent.

ARTICLE 1

        Section 1.01 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard Selling Agent Agreement Terms, dated as of November 7, 2003 (the "Standard Selling Agent Agreement Terms"), and attached to the Omnibus Instrument as Exhibit F (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein and all capitalized terms not otherwise defined herein (including recitals hereof) shall have the meanings set forth in the Standard Selling Agent Agreement Terms (the Standard Selling Agent Agreement Terms and this Selling Agent Agreement, collectively, the "Selling Agent Agreement"). To the extent that the terms set forth in Article 2 of this Agreement are inconsistent with the terms of the Standard Selling Agent Agreement Terms, the terms set forth in Article 2 herein shall apply.

        Section 1.02 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Selling Agent Agreement is included as Section F.

ARTICLE 2

        Section 2.01 Purchase of Notes. The Purchasing Agent agrees to purchase the Notes having the terms and in the amounts specified in the Pricing Supplement.

        Also, in connection with the purchase of the Notes from the Trust by the Agents, the items specified in Schedule 1 to the Omnibus Instrument will be delivered on the Original Issue Date.

ARTICLE 3

        Section 3.01 Additional Terms. (a) Notwithstanding Section III(a)(i) of the Standard Selling Agent Agreement Terms, the parties to this Selling Agent Agreement agree that the Company and the Trust shall file the Pricing Supplement pursuant to the appropriate subsection under Rule 424(b) under the 1933 Act.

        (b) The parties to this Selling Agent Agreement agree that if, at any time after the Settlement Date when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in

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order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request.

        (c) Notwithstanding Section II(c) of the Standard Selling Agent Agreement Terms, the parties to this Selling Agent Agreement agree that the officer's certificate to be delivered pursuant to such Section II(c) need only be executed by one officer of the Company who is at least a Senior Vice President of the Company.

        Section 3.02 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Selling Agent Agreement will enter into this Selling Agent Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, each party hereto agrees that this Selling Agent Agreement will constitute a legal, valid and binding agreement by and among the Trust, Protective Life Insurance Company and the Agents specified in the Pricing Supplement as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this Selling Agent Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 3.03 Counterparts. This Selling Agent Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION G
Distribution Agreement

DISTRIBUTION AGREEMENT
by and among
The Protective Life Secured Trust
specified in the Omnibus Instrument
and
Protective Life Insurance Company
and
The Dealers specified in the Pricing Supplement

        This Distribution Agreement, dated as of the Execution Date, is entered into by and among each dealer specified in the Pricing Supplement (each, a "Dealer"), Protective Life Insurance Company, a Tennessee stock life insurance company (the "Company") and the Protective Life Secured Trust specified in the Omnibus Instrument.

        WHEREAS, the Trust has entered into the Indenture (the "Indenture"), dated as of the date specified in the Omnibus Instrument, by and between the Trust and The Bank of New York, as indenture trustee (the "Indenture Trustee") to provide for the issuance by the Trust of the secured medium-term notes specified in the Pricing Supplement (the "Notes"); and

        WHEREAS, all things necessary to make this Distribution Agreement a valid and legally binding agreement of the Trust and the other parties to this Distribution Agreement, enforceable in accordance with its terms, have been done, and the Trust proposes to do all things necessary to make the Notes, when executed by the Trust and authenticated and delivered pursuant hereto and the Indenture, valid and legally binding obligations of the Trust as hereinafter provided; and

        WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Distribution Agreement Terms dated as of November 7, 2003 (the "Standard Distribution Agreement Terms") and all capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meaning set forth in the Standard Distribution Agreement Terms (the Standard Distribution Agreement Terms and this Distribution Agreement, collectively, the "Distribution Agreement").

        NOW, THEREFORE, for and in consideration of the premises and the issuance of the Notes by the Trust, it is mutually agreed by the parties hereto as follows:

ARTICLE 1

        Section 1.01 Agreement to be Bound. The Trust and each Dealer hereby agrees to be bound by all of the terms, provisions and agreements set forth herein, with respect to all matters contemplated herein, including, without limitation, those relating to the issuance of the below-referenced Notes.

        Section 1.02 Incorporation by Reference. All terms, provisions and agreements set forth in the Standard Distribution Agreement Terms and attached to the Omnibus Instrument as Exhibit G (except to the extent expressly modified hereby) are hereby incorporated herein by reference (as if fully set forth herein). Should any portion of the Standard Distribution Agreement Terms conflict with the terms of this Distribution Agreement, the terms of this Distribution Agreement shall prevail. References herein to Sections or Exhibits shall refer respectively to the sections or exhibits of the Standard Distribution Agreement Terms, unless otherwise expressly provided.

        Section 1.03 Designation of the Trust and the Notes. The Trust created by the Trust Agreement and, if such Trust is a Delaware statutory trust, the certificate of trust of the Trust, and referred to in this Distribution Agreement is the Protective Life Secured Trust specified in the Omnibus Instrument. The term Trust refers to the Protective Life Secured Trust specified in this Omnibus Instrument. The Series

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of Notes issued by the Trust pursuant to the Distribution Agreement shall be the Series of notes specified in the Pricing Supplement. The term Notes refers to the notes of this Series of Notes.

        Section 1.04 Additional Terms. Notwithstanding Section 3(a)(i) of the Standard Distribution Agreement Terms, the parties to this Distribution Agreement agree that the Company and the Trust shall file the Pricing Supplement pursuant to the appropriate subsection under Rule 424(b) under the 1933 Act.

        The parties to this Distribution Agreement agree that if, at any time after the Settlement Date when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Dealer(s), counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Dealer(s) to cease the solicitation of offers for the purchase of Notes in their capacity as agent, if applicable, and to cease sales of any Notes they may then own as principal, and the Company will promptly prepare and file with the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Dealer(s), without charge, such number of copies of such amendment or supplement as the Dealer(s) may reasonably request.

        Section 1.05 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Distribution Agreement is included as Section G.

ARTICLE 2

        Section 2.01 Purchase/Solicitation of Purchases of Notes.

        (a)   If specified in the Pricing Supplement, the Notes are being purchased by the Dealer(s) as principal.

        (1)   If the Notes are to be purchased by the Dealer(s) as principal, the Dealer(s) specified in the Pricing Supplement [severally] agree to purchase the Notes having the terms and in the amounts specified in the Pricing Supplement.

        (2)   Also, in connection with the purchase of Notes from the Trust by the Dealer(s) as principal, the items specified in Schedule 1 to the Omnibus Instrument will be delivered on the Original Issue Date.

        (b)   If specified in the Pricing Supplement, the Dealer(s) will be acting as agent.

        (1)   If the Dealer(s) are to solicit the purchase of the Notes acting as agents, the Dealer(s) will solicit the purchase of Notes pursuant to Section 1(d) of the Distribution Agreement.

        Section 2.02 Funding Agreement. On the Original Issue Date set forth above, the Company will issue to the Trust the Funding Agreement(s) identified by number in the Pricing Supplement.

        Section 2.03 Dealer Notice Information. As specified in Schedule 1 to the Omnibus Instrument.

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ARTICLE 3

        Section 3.01 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Distribution Agreement will enter into this Distribution Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, each party hereto agrees that this Distribution Agreement will constitute a legal, valid and binding agreement by and among the Trust, Protective Life Insurance Company and the Dealers specified in the Pricing Supplement as of the Execution Date.

        All terms relating to the Trust or the Notes not otherwise included in this Distribution Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

        Section 3.02 Counterparts. This Distribution Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION H
COORDINATION AGREEMENT

        This Coordination Agreement, dated as of the Original Issue Date, is entered into by and among Protective Life, the Trust and the Indenture Trustee.

W I T N E S S E T H:

        WHEREAS, the Trust will enter into the Funding Agreement with Protective Life dated as of the Original Issue Date;

        WHEREAS, the Dealer(s) have agreed to sell the Notes in accordance with the Registration Statement; and

        WHEREAS, the Trust intends to issue the Notes in accordance with the Indenture and to transfer the Funding Agreement to the Indenture Trustee in accordance with the Indenture to secure payment of the Notes;

        NOW, THEREFORE, to give effect to the agreements and arrangements established under the Distribution Agreement or Selling Agent Agreement, as applicable, the Trust Agreement, the Indenture, and the Notes, and in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party hereby agrees as follows:

ARTICLE 1

        Section 1.01 Delivery of the Funding Agreement. The Trust hereby authorizes the Indenture Trustee to receive the Funding Agreement from Protective Life pursuant to the Assignment of the Funding Agreement, to be entered into on the Original Issue Date, as specified in the Pricing Supplement and included in the closing instrument dated as of the Original Issue Date set forth in the Pricing Supplement (the "Closing Instrument").

        Section 1.02 Issuance and Purchase of the Notes.

        (a)   Delivery of the Funding Agreement to the Indenture Trustee pursuant to the Assignment of the Funding Agreement shall be confirmation of payment by the Trust for the Funding Agreement.

        (b)   The Trust hereby directs the Indenture Trustee, upon receipt of the Funding Agreement pursuant to the Assignment of the Funding Agreement, (i) to authenticate the certificates representing the Notes (the "Notes Certificates") in accordance with the Indenture and (ii) to (A) deliver each relevant Notes Certificate to the clearing system or systems identified in each such Notes Certificate, or to the nominee of such clearing system, for credit to such accounts as the Dealer(s) may direct, or (B) deliver each relevant Notes Certificate to the purchasers thereof as identified by the Dealer(s).

        Section 1.03 Definitions. "Omnibus Instrument" means the Omnibus Instrument in which this Coordination Agreement is included as Section H.

ARTICLE 2

        Section 2.01 Directions Regarding Periodic Payments. As registered owner of the Funding Agreement as collateral securing payments on the Notes, the Indenture Trustee will receive payments on the Funding Agreement on behalf of the Trust. The Trust hereby directs the Indenture Trustee to use such funds to make payments on behalf of the Trust pursuant to the Trust Agreement and the Indenture.

        Section 2.02 Maturity of the Funding Agreement. Upon the maturity of the Funding Agreement and the return of funds thereunder, the Trust hereby directs the Indenture Trustee to set aside from such funds an amount sufficient for the repayment of the outstanding principal on the Notes when due.

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ARTICLE 3

        Section 3.01 No Additional Liability. Nothing in this agreement shall impose any liability or obligation on the part of any party to this agreement to make any payment or disbursement in addition to any liability or obligation such party has under the Program Documents, except to the extent that a party has actually received funds which it is obligated to disburse pursuant to this agreement.

        Section 3.02 No Conflict. This agreement is intended to be in furtherance of the agreements reflected in the documents related to the Program Documents, and not in conflict. To the extent that a provision of this agreement conflicts with the provisions of one or more Program Documents, the provisions of such documents shall govern.

        Section 3.03 Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of laws thereof.

        Section 3.04 Severability. If any provision in this agreement shall be invalid, illegal or unenforceable, such provisions shall be deemed severable from the remaining provisions of this agreement and shall in no way affect the validity or enforceability of such other provisions of this agreement.

        Section 3.05 Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute but one and the same instrument.

        Section 3.06 Notices. All demands, notices and communications under this agreement shall be in writing and shall be deemed to have been duly given upon receipt at the addresses set forth below:

        if to the Trust, Indenture Trustee or Protective Life, as specified in the Expense and Indemnity Agreement or at such other address as shall be designated by any such party in a written notice to the other parties.

ARTICLE 4

        Section 4.01 Omnibus Instrument; Execution and Incorporation of Terms. The parties to this Coordination Agreement will enter into this Coordination Agreement by executing the Omnibus Instrument.

        By executing the Omnibus Instrument, each party hereto agrees that this Coordination Agreement will constitute a legal, valid and binding agreement by and among the Trust, Protective Life Insurance Company and the Indenture Trustee as of the Original Issue Date.

        All terms relating to the Trust or the Notes not otherwise included in this Coordination Agreement will be as specified in the Omnibus Instrument or Pricing Supplement as indicated herein.

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SECTION I
Miscellaneous and Execution Pages

        Notwithstanding any other provisions of this Omnibus Instrument, no amendment to this Omnibus Instrument may be made if such amendment would cause the Trust not to be treated as a grantor trust for U.S. federal income tax purposes.

        This Omnibus Instrument may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

        It is expressly understood and agreed by the parties hereto that (a) this Omnibus Instrument is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it pursuant to the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Omnibus Instrument or any other related documents.

        Each signatory, by its execution hereof, does hereby become a party to each of the agreements identified for such party as of the date specified in such agreements.

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        IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument, dated as of the Execution Date.

PROTECTIVE LIFE CORPORATION (in executing below agrees and becomes a party to the License Agreement set forth in Section D herein).
By:	/s/  JUDY WILSON
	Name:  Judy Wilson
	Title:    Senior Vice President

Protective Life Secured Trust 2004-25
Omnibus Instrument
Execution Page 1 of 7

20

PROTECTIVE LIFE INSURANCE COMPANY (in executing below agrees and becomes a party to (i) the Expense and Indemnity Agreement set forth in Section C herein, (ii) if the Trust is issuing InterNotes® to retail investors, the Selling Agent Agreement set forth in Section F herein, (iii) if the Trust is issuing secured medium-term notes to institutional investors, the Distribution Agreement set forth in Section G herein and (iv) the Coordination Agreement set forth in Section H herein).
By:	/s/  JUDY WILSON
	Name:  Judy Wilson
	Title:    Senior Vice President

Protective Life Secured Trust 2004-25
Omnibus Instrument
Execution Page 2 of 7

21

PROTECTIVE LIFE SECURED TRUST specified in the Omnibus Instrument (in executing below agreement and becomes a party to (i) the Administrative Services Agreement set forth in Section B herein, (ii) the Expense and Indemnity Agreement set forth in Section C herein, (iii) the License Agreement set forth in Section D herein, (iv) the Indenture set forth in Section E herein (v) if the Trust is issuing InterNotes® to retail investors, the Selling Agent Agreement set forth in Section F herein, (vi) if the Trust is issuing secured medium-term notes to institutional investors, the Distribution Agreement set forth in Section G herein and (vii) the Coordination Agreement set forth in Section H herein).
By: Wilmington Trust Company, solely in its capacity as trustee of the Trust
By:	/s/  JENNIFER A. LUCE
	Name:  Jennifer A. Luce
	Title:    Financial Services Officer

Protective Life Secured Trust 2004-25
Omnibus Instrument
Execution Page 3 of 7

22

WILMINGTON TRUST COMPANY (in executing below agrees and becomes a party to (i)(a) if the Trust is a Delaware statutory trust, the Statutory Trust Agreement set forth in Section A-1 herein as Delaware Trustee or (b) if the Trust is a Delaware common law trust, the Common Law Trust Agreement set forth in Section A-2 herein as trustee and (ii) the Expense and Indemnity Agreement set forth in Section C herein).
By:	/s/  JENNIFER A. LUCE
	Name:  Jennifer A. Luce
	Title:    Financial Services Officer

Protective Life Secured Trust 2004-25
Omnibus Instrument
Execution Page 4 of 7

23

AMACAR PACIFIC CORP. (in executing below agrees and becomes a party to (i) the Statutory Trust Agreement or Common Law Trust Agreement set forth in Sections A-1 and A-2, respectively, as the case may be, as Trust Beneficial Owner, (ii) the Administrative Services Agreement, set forth in Section B herein as Administrator and (iii) the Expense and Indemnity Agreement as set forth in Section C herein).
By:	/s/  JULIANA C. JOHNSON
	Name:  Juliana C. Johnson
	Title:    Vice President

Protective Life Secured Trust 2004-25
Omnibus Instrument
Execution Page 5 of 7

24

THE BANK OF NEW YORK (in executing below agrees and becomes a party to (i) the Indenture set forth in Section E herein, not in its individual capacity but solely in its capacity as Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent, (ii) the Expense and Indemnity Agreement set forth in Section C herein, not in its individual capacity but solely in its capacity as Indenture Trustee and (iii) the Coordination Agreement set forth in Section H herein, not in its individual capacity but solely in its capacity as Indenture Trustee).
By:	/s/  MILLIE CICERO
	Name:  Millie Cicero
	Title:    Assistant Treasurer

Protective Life Secured Trust 2004-25
Omnibus Instrument
Execution Page 6 of 7

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INCAPITAL LLC (in executing below agrees and becomes a party to the Selling Agent Agreement set forth in Section F herein on behalf of itself and each of the agents named in the Pricing Supplement).
By:	/s/  BRIAN WALKER
	Name:  Brian Walker
	Title:    Managing Director

Protective Life Secured Trust 2004-25
Omnibus Instrument
Execution Page 7 of 7

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Index of Exhibits, Schedules and Annexes to Omnibus Instrument

Exhibits

EXHIBIT A
Section A-1	Standard Statutory Trust Terms—Incorporated herein by reference to Exhibit 4.7 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
Section A-2	Standard Common Law Trust Terms—Incorporated herein by reference to Exhibit 4.9 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT B	Standard Administrative Services Terms—Incorporated herein by reference to Exhibit 4.12 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT C	Standard Expense and Indemnity Agreement Terms—Incorporated herein by reference to Exhibit 10.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT D	Standard License Agreement Terms—Incorporated herein by reference to Exhibit 99.1 to Protective Life Insurance Company's Current Report on Form 8-K, filed on March 3, 2004.
EXHIBIT E	Standard Indenture Terms—Incorporated herein by reference to Exhibit 4.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT F	Standard Selling Agent Agreement Terms—Incorporated herein by reference to Exhibit 1.1 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
EXHIBIT G	Standard Distribution Agreement Terms—Incorporated herein by reference to Exhibit 1.3 to Protective Life Insurance Company's Registration Statement on Form S-3 (Registration No. 333-100944).
SCHEDULE 1	Selling Agent Agreement Specifications.
ANNEX A	Pricing Supplement—Incorporated herein by reference to Pricing Supplement No. 25 with respect to Protective Life Secured Trust 2004-25, filed on April 20, 2004, with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

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SCHEDULE 1

Selling Agent Agreement Specifications

        In connection with Section VI(a)(viii) of the Selling Agent Agreement, the Program under which the Notes are issued, as well as the Notes are rated Aa3 by Moody's and the Notes are rated AA by S&P. In connection with Section VI(b)(xiv) of the Selling Agent Agreement, the Company's financial strength rating is Aa3 by Moody's and AA by S&P.

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EXHIBIT 4.2

EX-5.1

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Exhibit 5.1

[Letterhead of Protective Life Corporation]

                                                                                             April 22, 2004

The Bank of New York
101 Barclay Street, 8th Floor
New York, NY 10286

Re:

Protective Life Insurance Company
InterNotes®

Ladies and Gentlemen:

        I am Senior Associate Counsel with Protective Life Corporation, serving as in-house counsel to Protective Life Insurance Company, a Tennessee stock life insurance company ("Protective Life"), and, as such, I am delivering this opinion in connection with (i) the execution and delivery by Protective Life of Funding Agreement No. GA-6023 ("Funding Agreement No. 1"); and (ii) the issuance and sale by Protective Life Secured Trust 2004-24 (the "2004-24 Trust") of $1,105,000.00 aggregate principal amount of its secured notes referred to as InterNotes® (the "2004-24 Notes"), pursuant to (a) the Indenture, dated as of April 22, 2004 ("Indenture No. 1"), between the 2004-24 Trust and The Bank of New York, as indenture trustee (the "Indenture Trustee"), and (b) the Selling Agent Agreement, dated as of April 19, 2004 (the "Selling Agent Agreement No. 1"), by and among Protective Life, the 2004-24 Trust and the Agents named therein; (iii) the execution and delivery by Protective Life of Funding Agreement No. GA-6024 ("Funding Agreement No. 2" and, together with Funding Agreement No. 1 the "Funding Agreements"); and (iv) the issuance and sale by Protective Life Secured Trust 2004-25 (the "2004-25 Trust" and, together with the 2004-24 Trust the "Trusts") of $1,616,000.00 aggregate principal amount of its secured notes referred to as InterNotes® (the "2004-25 Notes" and, together with the 2004-24 Notes the "Notes"), pursuant to (a) the Indenture, dated as of April 22, 2004 ("Indenture No. 2" and, together with Indenture No. 1 the "Indentures"), between the 2004-25 Trust and The Bank of New York, as indenture trustee (the "Indenture Trustee"), and (b) the Selling Agent Agreement, dated as of April 19, 2004 (the "Selling Agent Agreement No. 2" and, together with Selling Agent Agreement No. 1 the "Selling Agent Agreements"), by and among Protective Life, the 2004-25 Trust and the Agents named therein. All other capitalized terms used herein without definition have the respective meanings assigned to them in the Indentures.

        In connection with this opinion, I have read the conditions precedent set forth in the Indentures to the authentication and delivery of the Notes and the definitions in the Indentures relating thereto. In so acting, I, and/or other attorneys in whom I have confidence, have examined and relied upon the originals or certified, conformed or reproduction copies of such agreements, instruments, documents, records and certificates of the Trusts, such certificates of public officials, and such other documents, and have made such investigations of law, as I have deemed necessary or appropriate for the purposes of the opinions expressed below. In all such examinations, I have assumed without independent investigation or inquiry the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to me as conformed or reproduction copies. I have relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of officers of the Trusts delivered to me, the representations and warranties of the parties to the Indenture that are contained therein, and certificates and other statements or information of or from public officials and officers and representatives of the Trusts and others. I have also assumed that (a) the Indenture Trustee has the power and authority to perform its obligations under the Indentures, including the authentication of the Notes; and (b) the Indentures have been duly authorized, executed and delivered by the Indenture Trustee and are valid, binding and enforceable obligations of the Indenture Trustee. I have made such examination or investigation as is necessary to enable me to express an informed opinion as to whether or not provisions in the

Indentures relating to conditions precedent to the authentication and delivery of Notes under the Indentures have been complied with.

        Based on the foregoing, and subject to the further qualifications set forth below, I am of the opinion that:

        1.     The provisions in the Indentures relating to conditions precedent to the authentication and delivery of Notes under the Indentures have been complied with.

        2.     The Notes have been duly authorized and, when executed by the Trusts and authenticated by the Indenture Trustee in accordance with the provisions of the Indentures and delivered to and paid for by Incapital LLC in accordance with the terms of the Selling Agent Agreements, will constitute valid and legally binding obligations of the Trusts entitled to the benefits provided by the Indentures.

        The foregoing opinion is limited by and subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization or moratorium laws or other similar laws relating to or affecting enforcement of creditors' rights or remedies generally; and (ii) general principles of equity (whether such principles are considered in a proceeding at law or equity), including the discretion of the court before which any proceeding may be brought, concepts of good faith, reasonableness and fair dealing, and standards of materiality.

        I express no opinion as to the effect of any Federal or state laws regarding fraudulent transfers or conveyances. I express no opinion as to the laws of any jurisdiction other than the Federal laws of the United States and the laws of the States of New York and Delaware, as currently in effect. In particular (and without limiting the generality of the foregoing), I express no opinion (i) concerning the laws of any country (other than the Federal laws of the United States of America) or as to the effect of such laws (whether limiting, prohibitive or otherwise) on any of the rights or obligations of the Trusts, the holders of the Notes, or any other party to or beneficiary of the Indentures or the Notes; or (ii) concerning the effect, if any, of any law of any jurisdiction (except the State of New York) in which any holder of Notes is located that limits the rate of interest that such holder may charge or collect. I express no opinion as to (i) judgments in currencies other than United States dollars or (ii) the perfection or priority of any security interest in any collateral. I have exclusively relied, with your permission, as to all matters involving the law of the State of Delaware, upon the opinion of Richards, Layton & Finger, P.A. dated January 24, 2004 and addressed to you.

        The above opinions are limited solely to the matters set forth above. No other opinions are intended nor should they be inferred herefrom. Without my express consent, this opinion may not be relied on by anyone other than you. I assume no obligation to supplement this letter if any applicable laws change after the date hereof or if I become aware of any facts that might change the opinions expressed herein after the date hereof.

Very truly yours,

/s/ NANCY KANE Nancy Kane

2

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Exhibit 5.1

[Letterhead of Protective Life Corporation]

EX-5.2

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Exhibit 5.2

[Letterhead of Richards, Layton & Finger, P.A.]

April 22, 2004

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223

Re:

Protective Life Insurance Company—Series 2004-24 Notes

Ladies and Gentlemen:

        We have acted as special Delaware counsel to Protective Life Insurance Company, a Tennessee corporation (the "Company"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

        We have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, including the following documents:

(a)

The Registration Statement on Form S-3 (File No. 333-100944), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), as amended by Amendment No. 1 thereto, filed with the Commission on November 7, 2003, and by Amendment No. 2 thereto, filed with the Commission on November 12, 2003 (as so amended, the "Registration Statement");



(b)

The prospectus, dated December 15, 2003, relating to secured notes (the "Prospectus");



(c)

The prospectus supplement, dated December 30, 2003 (the "Prospectus Supplement"), filed with the Commission pursuant to Rule 424(b)(3) of the Act and relating to secured notes referred to as InterNotes® ("InterNotes®"), and the pricing supplement, dated April 19, 2004, filed with the Commission pursuant to Rule 424(b)(5) of the Act and relating to the issuance and sale by Protective Life Secured Trust 2004-24 (the "Trust") of $1,105,000 aggregate principal amount of its 4.55% InterNotes® (the "Notes") pursuant to the Indenture, dated as of April 22, 2004, entered into between the Trust and The Bank of New York, as indenture trustee;



(d)

The Certificate of Trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the "Secretary of State") on April 19, 2004;



(e)

The Trust Agreement, dated as of April 19, 2004, between AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator, and Wilmington Trust Company, as Delaware Trustee;



(f)

Funding Agreement GA-6023, dated as of April 22, 2004 (the "Funding Agreement"), entered into between the Company and the Trust;



(g)

A certificate of an officer of the Company, dated as of April 22, 2004, as to certain factual matters;



(h)

A Certificate of Compliance/Good Standing for the Company, obtained from the Department of Insurance of the State of Delaware;



(i)

The opinion of William L. McCarty, in-house counsel to the Company, dated April 22, 2004, as to certain matters; and



(j)

A Certificate of Good Standing for the Trust, dated April 22, 2004, obtained from the Secretary of State.

        With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

        For purposes of this opinion, we have assumed (i) the legal capacity of natural persons who are signatories to the documents examined by us, (ii) except with respect to the Funding Agreement, the due authorization, execution and delivery by all parties thereto of all documents examined by us, (iii) that each party is in compliance with all of its obligations and has satisfied all of the conditions on its part to be performed or satisfied pursuant to the Funding Agreement, (vi) that the Funding Agreement is executed and delivered in the State of Delaware, and (v) that the application of Delaware law to the Funding Agreement would not be contrary to a fundamental policy of a jurisdiction (other than the State of Delaware) which (a) would be the jurisdiction of applicable law in the absence of an effective choice of law, and (b) has a materially greater interest than Delaware in the determination of a particular issue relating to the Funding Agreement. We have not participated in the preparation of the Registration Statement, the Prospectus or the Prospectus Supplement and assume no responsibility for their contents.

        This opinion is limited to the laws of the State of Delaware (excluding the tax and securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. We have relied upon the opinion of William L. McCarty, in-house counsel to the Company, with respect to matters of Tennessee law.

        Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Funding Agreement constitutes a valid and binding obligation of the parties thereto, and is enforceable against the parties thereto, in accordance with its terms.

        The foregoing opinion is subject to the effect upon the Funding Agreement of (i) bankruptcy, insolvency, moratorium, receivership, rehabilitation, reorganization, liquidation, fraudulent conveyance and transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) the effect of applicable public policy on the enforceability of provisions relating to exculpation, indemnification or contribution.

        We consent to the filing of this opinion with the Commission as an exhibit to the Company's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder. We also consent to the reliance by Nancy Kane, in-house counsel to the Company, as to matters of Delaware law upon this opinion in connection with opinions to be rendered by her on the date hereof. Except as stated above, without prior written consent, this opinion may not be furnished or quoted to, or relied upon by any other person or entity for any purpose.

	Very truly yours,
	/s/  RICHARDS, LAYTON & FINGER, P.A.
EAM/WAY/CJP

2

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Exhibit 5.2

[Letterhead of Richards, Layton & Finger, P.A.]

EX-5.3

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Exhibit 5.3

[Letterhead of Richards, Layton & Finger, P.A.]

April 22, 2004

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223

Re:

Protective Life Insurance Company—Series 2004-25 Notes

Ladies and Gentlemen:

        We have acted as special Delaware counsel to Protective Life Insurance Company, a Tennessee corporation (the "Company"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

        We have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, including the following documents:

(a)

The Registration Statement on Form S-3 (File No. 333-100944), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), as amended by Amendment No. 1 thereto, filed with the Commission on November 7, 2003, and by Amendment No. 2 thereto, filed with the Commission on November 12, 2003 (as so amended, the "Registration Statement");



(b)

The prospectus, dated December 15, 2003, relating to secured notes (the "Prospectus");



(c)

The prospectus supplement, dated December 30, 2003 (the "Prospectus Supplement"), filed with the Commission pursuant to Rule 424(b)(3) of the Act and relating to secured notes referred to as InterNotes® ("InterNotes®"), and the pricing supplement, dated April 19, 2004, filed with the Commission pursuant to Rule 424(b)(5) of the Act and relating to the issuance and sale by Protective Life Secured Trust 2004-25 (the "Trust") of $1,616,000 aggregate principal amount of its 5.50% InterNotes® (the "Notes") pursuant to the Indenture, dated as of April 22, 2004, entered into between the Trust and The Bank of New York, as indenture trustee;



(d)

The Certificate of Trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the "Secretary of State") on April 19, 2004;



(e)

The Trust Agreement, dated as of April 19, 2004, between AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator, and Wilmington Trust Company, as Delaware Trustee;



(f)

Funding Agreement GA-6024, dated as of April 22, 2004 (the "Funding Agreement"), entered into between the Company and the Trust;



(g)

A certificate of an officer of the Company, dated as of April 22, 2004, as to certain factual matters;



(h)

A Certificate of Compliance/Good Standing for the Company, obtained from the Department of Insurance of the State of Delaware;



(i)

The opinion of William L. McCarty, in-house counsel to the Company, dated April 22, 2004, as to certain matters; and



(j)

A Certificate of Good Standing for the Trust, dated April 22, 2004, obtained from the Secretary of State.

        With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

        For purposes of this opinion, we have assumed (i) the legal capacity of natural persons who are signatories to the documents examined by us, (ii) except with respect to the Funding Agreement, the due authorization, execution and delivery by all parties thereto of all documents examined by us, (iii) that each party is in compliance with all of its obligations and has satisfied all of the conditions on its part to be performed or satisfied pursuant to the Funding Agreement, (vi) that the Funding Agreement is executed and delivered in the State of Delaware, and (v) that the application of Delaware law to the Funding Agreement would not be contrary to a fundamental policy of a jurisdiction (other than the State of Delaware) which (a) would be the jurisdiction of applicable law in the absence of an effective choice of law, and (b) has a materially greater interest than Delaware in the determination of a particular issue relating to the Funding Agreement. We have not participated in the preparation of the Registration Statement, the Prospectus or the Prospectus Supplement and assume no responsibility for their contents.

        This opinion is limited to the laws of the State of Delaware (excluding the tax and securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. We have relied upon the opinion of William L. McCarty, in-house counsel to the Company, with respect to matters of Tennessee law.

        Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Funding Agreement constitutes a valid and binding obligation of the parties thereto, and is enforceable against the parties thereto, in accordance with its terms.

        The foregoing opinion is subject to the effect upon the Funding Agreement of (i) bankruptcy, insolvency, moratorium, receivership, rehabilitation, reorganization, liquidation, fraudulent conveyance and transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) the effect of applicable public policy on the enforceability of provisions relating to exculpation, indemnification or contribution.

        We consent to the filing of this opinion with the Commission as an exhibit to the Company's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder. We also consent to the reliance by Nancy Kane, in-house counsel to the Company, as to matters of Delaware law upon this opinion in connection with opinions to be rendered by her on the date hereof. Except as stated above, without prior written consent, this opinion may not be furnished or quoted to, or relied upon by any other person or entity for any purpose.

Very truly yours,

/s/ RICHARDS, LAYTON & FINGER, P.A.

EAM/WAY/CJP

2

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Exhibit 5.3

[Letterhead of Richards, Layton & Finger, P.A.]

EX-5.4

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Exhibit 5.4

[Letterhead of Protective Life Corporation]

April 22, 2004

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223

Re:
Protective Life Insurance Company
$1,105,000.00 4.550% InterNotes®
$1,616,000.00 5.500% InterNotes®
(Opinion re: Corporate Matters and Enforceability of Funding Agreement)

Ladies and Gentlemen:

        I am Senior Associate Counsel with Protective Life Corporation and have served as in-house counsel to Protective Life Insurance Company ("PLIC") in connection with the issuance by Protective Life Secured Trust 2004-24 ("Trust 2004-24") of its secured notes referred to as InterNotes®in the aggregate principal amount of $1,105,000.00 (the "2004-24 Notes") to be secured by Funding Agreement No. GA-6023 ("Funding Agreement No. 1") between PLIC and Trust 2004-24, and in connection with the issuance by Protective Life Secured Trust 2004-25 ("Trust 2004-25" and, together with Trust 2004-24, the "Trusts") of its secured notes referred to as InterNotes® in the aggregate principal amount of $1,616,000.00 (the "2004-25 Notes" and, together with 2004-24 Notes, the "Notes") to be secured by Funding Agreement No. GA-6024 ("Funding Agreement No. 2" and, together with Funding Agreement No. 1, the "Funding Agreements") between PLIC and Trust 2004-25. The Trusts were formed for the sole purpose of facilitating the issuance of the Notes. PLIC has filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (i) a Registration Statement on Form S-3 (File No. 333-100944), on November 1, 2002, as amended by Pre-Effective Amendment No. 1 thereto filed on November 7, 2003 and Pre-Effective Amendment No. 2 thereto filed on November 12, 2003 (the "Registration Statement"); (ii) a prospectus dated December 15, 2003 relating to secured notes (the "Prospectus"); (iii) a prospectus supplement dated December 30, 2003 relating to secured notes referred to as InterNotes® to be sold to retail investors; and (iv) a pricing supplement dated April 19, 2004 ("Pricing Supplement No. 1") relating to the issuance of the 2004-24 Notes, (v) a pricing supplement dated April 19, 2004 ("Pricing Supplement No. 2" and, together with Pricing Supplement No. 1 the "Pricing Supplements") relating to the issuance of the 2004-25 Notes.

        In order to provide this Opinion, I and/or other attorneys in whom I have confidence have examined and are familiar with, among other things, the following:

        a.    A Certificate of Existence for PLIC issued by the Secretary of State of Tennessee and dated April 16, 2004;

        b.    A Certificate of Compliance issued by the Commissioner of Commerce and Insurance of the State of Tennessee to PLIC dated April 15, 2004 (the "Certificate of Compliance");

        c.    A copy of the 2002 Amended and Restated Charter of PLIC, certified by the Tennessee Secretary of State on April 7, 2004;

        d.    The Funding Agreements;

        e.    The fully executed Closing Instrument dated April 22, 2004 relating to the issuance of the 2004-24 Notes incorporating the Cross-Receipt, and the fully executed Closing Instrument dated April 22, 2004 relating to the issuance of the 2004-25 Notes incorporating the Cross-Receipt; and

        f.    The Selling Agent Agreement, dated April 19, 2004 relating to the issuance of the 2004-24 Notes ("Selling Agent Agreement No. 1"), and the Selling Agent Agreement, dated April 19, 2004 relating to the issuance of the 2004-25 Notes ("Selling Agent Agreement No. 2" and, together with the Selling Agent Agreement No. 1 the "Selling Agent Agreements"), by and among the Trust, PLIC and the agents specified therein, including the Standard Selling Agent Agreement Terms dated as of November 7, 2003, and the related Administrative Procedures.

        I have also examined such certificates and other documents and instruments, researched such questions of law, and examined such government records in Tennessee as I have reasonably considered necessary or appropriate for the purpose of delivering this Opinion. In rendering this Opinion, I have assumed the due authorization, execution and delivery of all documents by the parties thereto, other than as to the authorization, execution and delivery of the Funding Agreements by PLIC, and the conformity to authentic, original documents of all documents submitted to me as certified, conformed or photostatic copies.

        Based on the foregoing and subject to the assumptions, qualifications and exceptions set forth herein, I am of the opinion that:

        1.    PLIC was redomesticated from the State of Alabama to the State of Tennessee in 1992 and is duly incorporated, validly existing and in good standing under the laws of the State of Tennessee.

        2.    PLIC is duly licensed under the insurance laws of Tennessee.

        3.    PLIC has full corporate power and authority to execute and deliver, and to perform its obligations under, the Funding Agreements. PLIC has duly authorized, executed and delivered the Funding Agreements. If the Funding Agreements were governed by Tennessee law (rather than Delaware law, which is specified as the governing law in the Funding Agreements), the Funding Agreements would, under Tennessee law, constitute valid and legally binding obligations of PLIC, enforceable against PLIC in accordance with their terms.

        4.    To the best of my knowledge, no order, consent, permit or approval of any Tennessee court or Tennessee governmental authority having jurisdiction over PLIC is required for the execution, delivery and performance by PLIC of the Selling Agent Agreements or the Funding Agreements that has not already been obtained.

        The foregoing opinions are subject to and expressly limited by the following assumptions, qualifications and limitations, in addition to those previously set forth:

        (i)    The opinion that PLIC is duly licensed under the insurance laws of Tennessee is based solely upon the Certificate of Compliance.

        (ii)    The opinion that the Funding Agreements constitute valid, legally binding and enforceable obligations is further qualified to the extent that: (a) the agreements are subject to and may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity and the discretion of courts applying equitable principles regardless of whether such enforcement is considered in a proceeding in equity or at law; (b) certain rights, remedies and waivers contained in the agreement may be limited or rendered ineffective by applicable Tennessee laws or judicial decisions; however, such laws and judicial decisions do not render the agreements invalid as a whole, and there exist, in the agreements or pursuant to applicable law, legally adequate remedies to realize the principal benefits and security reasonably intended to be provided by the agreement; and (c) I express no opinion as to usury. With respect to usury, it is my understanding that the rates to be provided for in the Funding Agreements are substantially lower than Tennessee's usury limit, which, in general terms, is

2

the prime rate plus four percentage points (4%), with a maximum of twenty-four percent (24%). A brief summary of the pertinent portions of Tennessee's general usury statutes is attached hereto as Exhibit A.

        (iii)    All references in this Opinion to facts based upon my "knowledge" refer solely to my current, actual knowledge, acquired during the course of the representation described in the introductory paragraph of this letter and to the knowledge of those attorneys in the legal department of Protective Life Corporation who have rendered advice or legal services in connection with such representation.

        (iv)    I express no opinion herein other than as to the law of the State of Tennessee.

        This Opinion is rendered as of the date hereof, and I assume no obligation to advise you of any change hereafter occurring in circumstances touching or concerning the transaction which is the subject of this Opinion, including any changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to my attention.

        This Opinion is provided to you in connection with the transactions described above. I consent to reliance by Richards, Layton & Finger, P.A. upon this Opinion as to matters of Tennessee law in connection with opinions to be rendered by it on the date hereof. I consent to the filing of this Opinion as an exhibit to PLIC's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement and to the use of my name in the Pricing Supplements. In giving such consent, I do not hereby concede that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/  WILLIAM L. MCCARTY

William L. McCarty

3

EXHIBIT A

        Tennessee Code Annotated sections ("T.C.A. §§") 47-14-101 through 15-104, define and limit interest as well as loan charges, commitment fees and brokerage commissions and sets forth penalties and procedures for addressing violations of those limits. In a complex series of provisions, the usury statutes limit contractual interest (other than on single payment loans of $1000 or less) to prime plus four percentage points, based on the weekly average prime published by the Board of Governors of the Federal Reserve. However, the date on which changes in the applicable formula rate become operative depends on whether rates are rising or falling, with increases taking effect immediately upon the Federal Reserve's publication of the rate while decreases are not operative until seven days after publication of the new effective rate in the Tennessee Administrative Register, which is published on the 15th of each month (or if a weekend or holiday, then on the preceding business day) and which bases the maximum rate on the weekly average prime rate published in the first Federal Reserve publication in the particular month. T.C.A. § 47-14-102 contains pertinent definitions in subsections (2), (5) and (6), as follow:

        ....

(2)

"Applicable formula rate" at any given time is the greater of:

(A)

The "formula rate" in effect at such time; or

(B)

The "formula rate" last published in the Tennessee Administrative Register prior to such time, pursuant to § 47-14-105;

        ....

(5)

"Effective rate of interest" is the simple rate of interest, i.e., the ratio between the interest payable on an obligation and the principal for a period of time, including the result of converting compound, discount, add-on, or other nominal rates of interest into simple rates of interest;

(6)

"Formula rate" means an annual rate of interest four (4) percentage points above the average prime loan rate (or the average short-term business loan rate, however denominated) for the most recent week for which such an average rate has been published by the board of governors of the Federal Reserve System, or twenty-four percent (24%) per annum, whichever is less;. .. .

        Section 47-14-103, entitled "Maximum effective rates generally" provides as follows (emphasis added):

Except as otherwise expressly provided by this chapter or by other statutes, the maximum effective rates of interest are as follows:

(1)

For all transactions in which provisions of other statutes fix a maximum effective rate of interest for particular categories of creditors, lenders, or transactions, the rate so fixed;

(2)

For all written contracts, including obligations issued by or on behalf of the state of Tennessee, any county, municipality, or district in the state, or any agency, authority, branch, bureau, commission, corporation, department, or instrumentality thereof, signed by the party to be charged, and not subject to subdivision (1), the applicable formula rate; and

(3)

For all other transactions, ten percent (10%) per annum.

4

        The timing of increases and deceases, as mentioned above, is dependent on T.C.A. § 47-14-105, entitled "Announcement and publication of formula rates—Reliance thereon," which provides in pertinent part as follows:

(a)

Upon the publication by the board of governors of the Federal Reserve System of the average prime loan rate, as described in §47-14-102, the commissioner of financial institutions shall:

        ....

(3)

Cause to be published in the Tennessee Administrative Register the formula rate as determined by the average prime loan rate first published during each calendar month.



(b)

In contracting for interest pursuant to the provisions of § 47-14-103(2), any person shall be entitled to rely upon the formula rate thus announced or published by the commissioner; provided, that a formula rate shall not be deemed to have been published until seven (7) days have elapsed following the publication date stated in the issue of the Tennessee Administrative Register containing the announcement of such formula rate.

        T.C.A. § 47-14-106(1) permits the parties to contract for a fixed rate permissible at the time the loan contract is executed, at the time the loan is made, at the time the loan is converted from a variable rate to a fixed rate or from one fixed rate to another, at the time of any renewal or extension of the loan or any combination of the foregoing. Subsection (2) of § 47-14-106 provides for a contractual variable rate equal to the greater of the rate authorized at the time of the variance or at the time of execution of the contract or the note evidencing the indebtedness:

        47-14-106. Contracts for applicable formula rates of interest.

        Contracts to which the applicable formula rate provided in § 47-14-103(2) applies may provide for the payment of a fixed rate of interest, a variable rate of interest or any combination of fixed and variable rates in any sequence, subject to the provisions of this section.

(1)

A contract may provide for a fixed rate of interest:

(A)

Permissible at the time the contract to make the loan is executed;

(B)

Permissible at the time the loan is made;

(C)

Permissible at the time the interest rate on the loan is converted from a variable to a fixed rate, or from one fixed rate to another fixed rate, whether such conversion is by terms of the contract or by renewal, modification, extension or otherwise;

(D)

Permissible at the time of any renewal or extension of the loan or any note evidencing the loan; or

(E)

Permissible by virtue of any combination of any of the foregoing.

(2)

A contract may provide for a rate of interest that may vary from time to time at such regular or irregular intervals as may be agreed by the parties; provided, that such variable rate shall not exceed the greater of:

(A)

That authorized by statute at the agreed time of each variance; or

(B)

That authorized at the time of execution of the contract or note evidencing the indebtedness upon which such variable rate is or is to be charged;

(3)

The parties may agree to a minimum fixed rate of interest to be applicable to a rate which is or may become otherwise variable; provided, that such agreed minimum fixed rate of interest does not exceed the rate permitted at the time the contract to make the loan is executed, or at the time the note is executed, or at the time of any renewal or extension thereof, whichever is greater.

5

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Exhibit 5.4

[Letterhead of Protective Life Corporation]
EXHIBIT A

EX-8

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Exhibit 8

[Letterhead of Debevoise & Plimpton LLP]

April 22, 2004

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, AL 35223

Protective Life Insurance Company
$1,105,000 4.55% InterNotes®
$1,616,000 5.50% InterNotes®

Ladies and Gentlemen:

        We have acted as special United States tax counsel to Protective Life Insurance Company, a Tennessee stock life insurance company ("Protective Life"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), by Protective Life, of (i) a Registration Statement on Form S-3 (File No. 333-100944), as amended by Amendment No. 1 filed with the Commission on November 7, 2003 and Amendment No. 2 filed with the Commission on November 12, 2003 (the "Registration Statement"), (ii) a prospectus, dated December 15, 2003 (the "Prospectus"), relating to secured notes, as first filed with the Commission pursuant to Rule 424(b)(3) of the Act, (iii) a prospectus supplement, dated December 30, 2003, as filed with the Commission pursuant to Rule 424(b)(3) of the Act (the "Prospectus Supplement") and relating to secured notes referred to as InterNotes® ("InterNotes®"), (iv) a pricing supplement, dated April 19, 2004 ("Pricing Supplement No. 24"), as filed with the Commission pursuant to Rule 424(b)(5) of the Act and relating to the issuance and sale of $1,105,000 4.55% InterNotes® (the "4.55% Notes") by Protective Life Secured Trust 2004-24 ("Trust 2004-24"), pursuant to the Indenture, dated as of April 22, 2004 (the "2004-24 Indenture"), entered into between Trust 2004-24 and The Bank of New York, as indenture trustee, and (v) a pricing supplement, dated April 19, 2004 ("Pricing Supplement No. 25" and, together with Pricing Supplement No. 24, the "Pricing Supplements"), as filed with the Commission pursuant to Rule 424(b)(5) of the Act and relating to the issuance and sale of $1,616,000 5.50% InterNotes® (the "5.50% Notes" and, together with the 4.55% Notes, the "Notes") by Protective Life Secured Trust 2004-25 ("Trust 2004-25" and, together with Trust 2004-24, the "Trusts"), pursuant to the Indenture, dated as of April 22, 2004 (the "2004-25 Indenture" and, together with the 2004-24 Indenture, the "Indentures"), entered into between Trust 2004-25 and The Bank of New York, as indenture trustee.

        In furnishing this opinion letter, we have reviewed, and participated in the preparation of (i) the Registration Statement, the Prospectus, the Prospectus Supplement and the Pricing Supplements, (ii) the Omnibus Instruments, each dated as of April 19, 2004, with respect to each Trust (each, an "Omnibus Instrument"), that include (a) the Trust Agreements, each dated as of April 19, 2004, with respect to each Trust, in each case entered into between AMACAR Pacific Corp. (the "Administrator") and Wilmington Trust Company (the "Trustee"), (b) the Indentures, (c) the Administrative Services Agreements, each dated as of April 19, 2004, entered into between the Administrator, in each case, and Trust 2004-24 and Trust 2004-25, respectively and (d) the Expense and Indemnity Agreements, each dated as of April 19, 2004, entered into among Protective Life, the Trustee, The Bank of New York, as indenture trustee, and the Administrator, in each case, and Trust 2004-24 and Trust 2004-25, respectively, (iii) the Funding Agreements, each dated as of April 22, 2004, between Protective Life, in each case, and Trust 2004-24 and Trust 2004-25, respectively, (iv) the Certificates of Trust, each filed on April 19, 2004 by the Trustee on behalf of Trust 2004-24 and Trust 2004-25, respectively (each, a "Certificate of Trust"), (v) the Notes and (vi) such other records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In this examination, we have assumed without independent investigation or inquiry (i) the legal capacity of all natural persons executing documents, the genuineness of all signatures on

original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies and (ii) full compliance with the terms of each Certificate of Trust and each Omnibus Instrument (including the agreements contained therein). We have relied as to factual matters upon, and have assumed the accuracy of, representations, statements and certificates of or from public officials and of or from officers and representatives of all persons whom we have deemed appropriate.

        Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, the statements of law or legal conclusions in the discussion under the heading "Material U.S. Federal Income Tax Considerations" in the Prospectus Supplement represent our opinion as they relate to the Trusts and the Notes.

        Our opinion is based upon the Internal Revenue Code of 1986, as amended, treasury regulations (including proposed treasury regulations) issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change, possibly with retroactive effect. Our opinion is limited to the matters expressly stated, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Our opinion is based on facts and circumstances set forth in the Registration Statement, the Prospectus, the Prospectus Supplement, the Pricing Supplements and the other documents reviewed by us. Our opinion is rendered only as of the date hereof, and could be altered or modified by changes in facts or circumstances, events, developments, changes in the documents reviewed by us, or changes in law subsequent to the date hereof. We have not undertaken to advise you or any other person with respect to any such change subsequent to the date hereof.

        We consent to the filing of this opinion letter as an exhibit to Protective Life's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement and to the use of our name under the heading "Material U.S. Federal Income Tax Considerations" in the Prospectus Supplement and under the heading "Legal Matters" in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ DEBEVOISE & PLIMPTON LLP

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Exhibit 8

[Letterhead of Debevoise & Plimpton LLP]