Letterhead of Protective Life Corporation] October 7, 2004Funding Agreement • October 8th, 2004 • 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 2004-D (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 1868 (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. 333-100944), filed 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; (iii) a prospectus su
