EX-25.1 14 a2159989zex-25_1.htm EXHIBIT 25.1
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EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

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

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

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York   13-5160382
(Jurisdiction of incorporation
if not a U.S. national bank)		   (I.R.S. Employer
Identification No.)

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

PROTECTIVE LIFE INSURANCE COMPANY
(Exact name of obligor as specified in its charter)

Tennessee   63-0169720
(State or other jurisdiction
of incorporation or organization)		   (I.R.S. Employer
Identification No.)

2801 Highway 280 South
Birmingham, Alabama
 
35223
(Address of principal executive offices)   (Zip code)

Secured Notes
(Title of the indenture securities)

Item 1. General Information.

        Furnish the following information as to the Trustee:

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

Superintendent of Banks of the
    State of New York
Federal Reserve Bank of New York
Federal Deposit Insurance Corporation
New York Clearing House Association		   2 Rector Street, New York, N.Y. 10006
    and Albany, N.Y. 12203
33 Liberty Plaza, New York, N.Y. 10045
550 17th Street, N.W., Washington, D.C. 20429
New York, N.Y. 10005
    (b)
    Whether it is authorized to exercise corporate trust powers.

      Yes.

Item 2. Affiliations with Obligor.

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

        None.

Item 16. List of Exhibits.

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

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

4.
—
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed as Exhibit 25(a) to Registration Statement No. 333-102200.)

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

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

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SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 19th day of July, 2005.

    THE BANK OF NEW YORK

 
 
By:
 
/s/  JOSEPH A. LLORET          
Name:  Joseph A. Lloret
Title:    Assistant Treasurer

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EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2005, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 
   Dollar Amounts
In Thousands
  
ASSETS        
Cash and balances due from depository institutions:        
  Noninterest-bearing balances and currency and coin   $ 2,292,000  
  Interest-bearing balances     7,233,000  
Securities:        
  Held-to-maturity securities     1,831,000  
  Available-for-sale securities     21,039,000  
Federal funds sold and securities purchased under agreements to resell        
  Federal funds sold in domestic offices     1,965,000  
  Securities purchased under agreements to resell     379,000  
Loans and lease financing receivables:        
  Loans and leases held for sale     35,000  
  Loans and leases, net of unearned income     31,461,000  
  LESS: Allowance for loan and lease losses     579,000  
  Loans and leases, net of unearned income and allowance     30,882,000  
Trading Assets     4,656,000  
Premises and fixed assets (including capitalized leases)     832,000  
Other real estate owned     0  
Investments in unconsolidated subsidiaries and associated companies     269,000  
Customers' liability to this bank on acceptances outstanding     54,000  
Intangible assets:        
  Goodwill     2,042,000  
  Other intangible assets     740,000  
Other assets     5,867,000  
   
 
Total assets   $ 80,116,000  
   
 
         

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LIABILITIES        
Deposits:        
  In domestic offices   $ 34,241,000  
  Noninterest-bearing     15,330,000  
  Interest-bearing     18,911,000  
  In foreign offices, Edge and Agreement subsidiaries, and IBFs.     25,464,000  
  Noninterest-bearing     548,000  
  Interest-bearing     24,916,000  
Federal funds purchased and securities sold under agreements to repurchase Federal funds purchased in domestic offices     735,000  
  Securities sold under agreements to repurchase     121,000  
Trading liabilities     2,780,000  
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)     1,560,000  
Not applicable        
Bank's liability on acceptances executed and outstanding     55,000  
Subordinated notes and debentures     1,440,000  
Other liabilities     5,803,000  
   
 
Total liabilities   $ 72,199,000  
   
 
Minority interest in consolidated subsidiaries     141,000  
EQUITY CAPITAL        
Perpetual preferred stock and related surplus     0  
Common stock   $ 1,135,000  
Surplus (exclude all surplus related to preferred stock)     2,088,000  
Retained earnings     4,643,000  
Accumulated other comprehensive income     (90,000 )
Other equity capital components     0  
   
 
Total equity capital   $ 7,776,000  
   
 
Total liabilities, minority interest, and equity capital   $ 80,116,000  
   
 

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

    Thomas J. Mastro,
Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

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

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