Letterhead of Protective Life Corporation] August 11, 2005Funding Agreement • August 19th, 2005 • Protective Life Insurance Co • Life insurance
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 2005-C (the "Trust") of $300,000,000 aggregate principal amount of its Secured Medium-Term Notes (the "Notes") to be secured by Funding Agreement No. GA 1888 (the "Funding Agreement") between PLIC and the Trust. The Trust was 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. 333-127294) (the "Rule 462(b) Registration Statement") filed on August 8, 2005 pursuant to Rule 462(b) under the Act; (ii) a Registration Statement on Form S-3 (File No. 333-100944), filed on November 1, 2002, as amended by Pre-Effective Amendment No. 1 thereto, filed on November 7, 2003, and Pre-Effective Amen
