8-K

                       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 earliest event
  reported:  May 23, 1996



                           PROTECTIVE LIFE CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



    Delaware                           0-9924                  95-2492236
- --------------------------------------------------------------------------------
   (State of                   (Commission File Number)       (IRS Employer
Incorporation)                                              Identification No.)



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





                                 (205) 879-9230
                         -------------------------------
                         (Registrant's telephone number)



          Item 7.  EXHIBITS.  The documents listed below are filed as Exhibits
with reference to the Registration Statements on Form S-3 (Registration Nos. 
33-55063 and 333-03435, respectively) of Protective Life Corporation (the
"Company") and PLC Capital L.L.C.  The Registration Statements and the
Prospectus Supplement, dated May 23, 1996, to the Prospectus, dated October 12,
1994, relate to the offering of 2,000,000 shares of the Company's Common Stock.


1(c)      Underwriting Agreement, dated May 23, 1996, among the Company and
          the Representatives of the several Underwriters named therein.

1(c)(1)   Pricing Agreement, dated May 23, 1996, among the Company and
          the representatives of the several Underwriters named
          therein.

1(c)(2)   Press release, dated May 24, 1996.



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                                   SIGNATURES



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



                         PROTECTIVE LIFE CORPORATION



                         By       /S/ JERRY W. DEFOOR
                            ----------------------------------------------------
                                  Jerry W. DeFoor
                             Vice President and Controller
                             and Chief Accounting Officer



Dated:  May 29, 1996


                                        3

                                   EXHIBIT INDEX



Exhibit                                                                     Page
- -------                                                                     ----
1(c)      Underwriting Agreement, dated May 23, 1996, among the Company and
          the Representatives of the several Underwriters named therein.

1(c)(1)   Pricing Agreement, dated May 23, 1996, among the Company and
          the representatives of the several Underwriters named
          therein.

1(c)(2)   Press Release, dated May 24, 1996.

EX-1.C

                                                                    EXHIBIT 1(c)

                           PROTECTIVE LIFE CORPORATION
                                  COMMON STOCK



                             UNDERWRITING AGREEMENT

                                                                    May 23, 1996

To the Representatives of the
   several Underwriters to be named in the
     respective Pricing Agreements
     hereinafter described.

Ladies and Gentlemen:

   From time to time Protective Life Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain shares of its Common Stock (the "Securities")
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Firm Securities").  If specified in such Pricing Agreement, the
Company may grant to the Underwriters the right to purchase at their election an
additional number of shares, specified in such Pricing Agreement as provided in
Section 3 hereof (the "Optional Securities"). The Firm Securities and the
Optional Securities, if any, which the Underwriters elect to purchase pursuant
to Section 3 hereof are herein collectively called the "Designated Securities".

   The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto.

   1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Designated Securities, for whom the firms designated
as representatives of the Underwriters of such Designated Securities in the
Pricing Agreement relating thereto will act as representatives (the
"Representatives").  The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative.  This Underwriting
Agreement shall not be construed as an obligation of the Company to sell any of
the Securities or as an obligation of any of the Underwriters to purchase any of
the Securities.  The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein.  Each Pricing Agreement shall specify
the aggregate number of the Firm Securities, the maximum number of Optional
Securities, if any, the initial public offering price of such Firm and



Optional Securities or the manner of determining such price, the purchase price
to the Underwriters of such Designated Securities, the names of the Underwriters
of such Designated Securities, the names of the Representatives of such
Underwriters, the number of such Designated Securities to be purchased by each
Underwriter and the commission, if any, payable to the Underwriters with respect
thereto and shall set forth the date, time and manner of delivery of such Firm
and Optional Securities, if any, and payment therefor.  The Pricing Agreement
shall also specify (to the extent not set forth in the registration statement
and prospectus with respect thereto) the terms of such Designated Securities.  A
Pricing Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a written record of
communications transmitted.  The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.

   2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

      (a)    Two registration statements on Form S-3 (File Nos. 33-55063 and
   333-03435) in respect of the Securities, Debt Securities and Preferred Stock
   of the Company and the Preferred Securities of PLC Capital L.L.C., a limited
   liability company formed under the laws of the State of Delaware,
   (collectively, the "Registered Securities") have been filed with the
   Securities and Exchange Commission (the "Commission"); such registration
   statements, and any post-effective amendment thereto, each in the form
   heretofore delivered or to be delivered to the Representatives and,
   excluding exhibits to such registration statement, but including all
   documents incorporated by reference in the prospectus included in the latest
   registration statement, to the Representatives for delivery to each of the
   other Underwriters, have been declared effective by the Commission in such
   form; no other document with respect to such registration statements or
   document incorporated by reference therein has heretofore been filed, or
   transmitted for filing, with the Commission (other than prospectuses filed
   pursuant to Rule 424(b) of the rules and regulations of the Commission under
   the Securities Act of 1933, as amended (the "Act") each in the form
   heretofore delivered to the Representatives); and no stop order suspending
   the effectiveness of any such registration statements or any post-effective
   amendment thereto has been issued and no proceeding for that purpose has
   been initiated or threatened by the Commission (any preliminary prospectus
   included in such registration statements or filed with the Commission
   pursuant to Rule 424(a) under the Act being hereinafter called a
   "Preliminary Prospectus"; the various parts of such registration statements,
   including all exhibits thereto and the documents incorporated by reference
   in the prospectus contained in such registration statements at the time such
   part of the registration statements became effective, each as amended at the
   time such part of the registration statements became effective, being
   hereinafter collectively called the "Registration Statement"; the prospectus
   relating to the Registered Securities, in the form in which it has most
   recently been filed, or transmitted for filing, with the Commission on or
   prior to the date of this Agreement, being hereinafter called the
   "Prospectus"; any reference herein to any Preliminary Prospectus or the
   Prospectus shall be deemed to refer to and include the documents
   incorporated by reference therein pursuant to the applicable form under the
   Act, as of the date of such Preliminary Prospectus or Prospectus, as the
   case may be; any reference to any amendment or supplement to any Preliminary
   Prospectus or the Prospectus shall be deemed to refer to and include any
   documents filed with the Commission after the date of such Preliminary
   Prospectus or Prospectus, as the case may be, under the Securities Exchange
   Act of 1934, as amended (the "Exchange Act"), and incorporated by reference
   in such Preliminary Prospectus or Prospectus, as the case may be; any
   reference to any amendment to the Registration Statement shall be deemed to
   refer to and include any annual report of the

                                        2



   Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after
   the effective date of the Registration Statement that is incorporated by
   reference in the Registration Statement; and any reference to the Prospectus
   as amended or supplemented shall be deemed to refer to the Prospectus as
   amended or supplemented in relation to the applicable Designated Securities
   in the form in which it is filed with the Commission pursuant to Rule 424(b)
   under the Act in accordance with Section 5(a) hereof, including any
   documents incorporated by reference therein as of the date of such filing);

      (b)    The documents incorporated by reference in the Prospectus, when
   they became effective or were filed with the Commission, as the case may be,
   conformed in all material respects to the requirements of the Act or the
   Exchange Act, as applicable, and the rules and regulations of the Commission
   thereunder, and none of such documents contained an untrue statement of a
   material fact or omitted to state a material fact required to be stated
   therein or necessary to make the statements therein not misleading; and any
   further documents so filed and incorporated by reference in the Prospectus
   or any further amendment or supplement thereto, when such documents become
   effective or are filed with the Commission, as the case may be, will conform
   in all material respects to the requirements of the Act or the Exchange Act,
   as applicable, and the rules and regulations of the Commission thereunder
   and 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; provided, however, that this
   representation and warranty shall not apply to any statements or omissions
   made in reliance upon and in conformity with information furnished in
   writing to the Company by an Underwriter of Designated Securities through
   the Representatives expressly for use in the Prospectus as amended or
   supplemented relating to such Securities;

      (c)    The Registration Statement and the Prospectus conform, and any
   further amendments or supplements to the Registration Statement or the
   Prospectus will conform, in all material respects to the requirements of the
   Act and the rules and regulations of the Commission thereunder and do not
   and will not, as of the applicable effective date as to the Registration
   Statement and any amendment thereto and as of the applicable filing date as
   to the Prospectus and any amendment or supplement thereto, 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 (i) in the case
   of the Registration Statement, not misleading and (ii) in the case of the
   Prospectus, in light of the circumstances under which they were made, not
   misleading; provided, however, that this representation and warranty shall
   not apply to any statements or omissions made in reliance upon and in
   conformity with information furnished in writing to the Company by an
   Underwriter of Designated Securities through the Representatives expressly
   for use in the Prospectus as amended or supplemented relating to such
   Securities;

      (d)    Since the respective dates as of which information is given in the
   Registration Statement and the Prospectus, there has not been (i) any
   material change in the capital stock or any increase in the long-term debt
   of the Company or any of its subsidiaries in excess of $15 million, (ii) any
   material adverse change, or any development involving a prospective material
   adverse change, in or affecting the general affairs, management, financial
   position, stockholders' equity or results of operations of the Company and
   its subsidiaries taken as a whole or (iii) any reduction in the statutory
   capital or surplus of the Company's subsidiaries engaged in the business of
   insurance (each an "Insurance Subsidiary," and collectively, the "Insurance
   Subsidiaries"), taken as a whole in excess of $9 million, in each case
   otherwise than as set forth or contemplated in the Prospectus;

                                        3



      (e)    The Company has been duly incorporated and is validly existing as
   a corporation in good standing under the laws of the State of Delaware, with
   power and authority (corporate and other) to own its properties and conduct
   its business as described in the Prospectus and has been duly qualified as a
   foreign corporation for the transaction of business under the laws of each
   other jurisdiction in which it owns or leases properties, or conducts any
   business, so as to require such qualification, or is subject to no material
   liability or disability by reason of the failure to be so qualified in any
   such jurisdiction;

      (f)    Protective Life Insurance Company ("Protective Life Insurance")
   has been duly incorporated and is validly existing as a corporation in good
   standing under the laws of its jurisdiction of incorporation, with power and
   authority (corporate and other) to own its properties and conduct its
   business as described in the Prospectus, and has been duly qualified as a
   foreign corporation for the transaction of business and is in good standing
   under the laws of each other jurisdiction in which it owns or leases
   properties, or conducts any business, so as to require such qualification,
   or is subject to no material liability or disability by reason of the
   failure to be so qualified in any such jurisdiction;

      (g)    Protective Life Insurance is duly organized and licensed as an
   insurance company in its state of incorporation and is duly licensed or
   authorized as an insurer in each other jurisdiction where it is required to
   be so licensed or authorized to conduct its business as described in the
   Prospectus, except for any such jurisdiction in which the failure to be so
   licensed or authorized would not have a material adverse effect on the
   business, financial condition or results of operations of the Company and
   its subsidiaries, considered as a whole; and except as otherwise
   specifically described in the Prospectus, neither the Company nor Protective
   Life Insurance has received any notification from any insurance regulatory
   authority to the effect that any additional authorization, approval, order,
   consent, license, certificate, permit, registration or qualification from
   such insurance regulatory authority is needed to be obtained by either of
   the Company or Protective Life Insurance in any case where it could be
   reasonably expected that the failure to obtain any such additional
   authorization, approval, order, consent, license, certificate, permit,
   registration or qualification would have a material adverse effect on the
   business, financial position or results of operations of the Company and its
   subsidiaries, considered as a whole;

      (h)    The Company has an authorized capitalization as set forth in the
   Prospectus, as amended or supplemented, and all of the issued shares of
   capital stock of the Company have been duly and validly authorized and
   issued, are fully paid and non-assessable and conform in all material
   respects to the descriptions thereof contained in the Prospectus; and all of
   the issued shares of capital stock of Protective Life Insurance have been
   duly and validly authorized and issued, are fully paid and non-assessable
   and (except for directors' qualifying shares) are owned directly or
   indirectly by the Company, free and clear of all liens, encumbrances,
   equities or claims;

      (i)    The Securities have been duly and validly authorized, and, when
   the Firm Securities are issued and delivered pursuant to this Agreement and
   the Pricing Agreement with respect to such Designated Securities and, in the
   case of any Optional Securities, pursuant to Overallotment Options (as
   defined in Section 3 hereof) with respect to such Designated Securities,
   such Designated Securities will be duly and validly issued and fully paid
   and non-assessable; the Securities conform to the description thereof
   contained in the Registration Statement and the Designated Securities will
   conform to the description thereof contained in the Prospectus as amended or
   supplemented with respect to such Designated Securities;

                                        4



      (j)    The issue and sale of the Securities and the compliance by the
   Company with all of the provisions of this Agreement, any Pricing Agreement
   and each Overallotment Option, if any, and the consummation of the
   transactions herein and therein contemplated will not (1) conflict with or
   result in a breach or violation of any of the terms or provisions of, or
   constitute a default under, any indenture, mortgage, deed of trust, loan
   agreement or other agreement or instrument to which the Company or
   Protective Life Insurance is a party or by which the Company or Protective
   Life Insurance is bound or to which any of the property or assets of the
   Company or Protective Life Insurance is subject, except, in all such cases,
   for such conflicts, breaches, violations or defaults as would not have a
   material adverse effect on the financial condition or results of operations
   of the Company and Protective Life Insurance taken as a whole or would not
   affect the validity of or otherwise have a material adverse effect on the
   issuance or sale of the Designated Securities or (2) result in any violation
   of the provisions of (A) the Certificate of Incorporation or By-laws of the
   Company or Protective Life Insurance or (B) any statute or any order, rule
   or regulation of any court or insurance regulatory authority or other
   governmental agency or body having jurisdiction over the Company or
   Protective Life Insurance or any of their properties; provided, however that
   in the case of clause (B) of this paragraph 2(j), this representation and
   warranty shall not extend to such violations as would not have a material
   adverse effect on the financial condition or results of operations of the
   Company and Protective Life Insurance taken as a whole or would not affect
   the validity of or otherwise have a material adverse effect on the issuance
   or sale of the Designated Securities; provided further, that insofar as this
   representation and warranty relates to the performance by the Company of its
   obligations under this Agreement, the Pricing Agreement or any Overallotment
   Option relating to the Designated Securities, such performance is subject to
   bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
   similar laws of general applicability relating to or affecting creditors'
   rights and to general equity principles; and no consent, approval,
   authorization, order, registration or qualification of or with any such
   court or insurance regulatory authority or other governmental agency or body
   having jurisdiction over the Company or Protective Life Insurance is
   required for the issue and sale of the Securities or the consummation by the
   Company of the transactions contemplated by this Agreement or any Pricing
   Agreement or any Overallotment Option, except such as have been, or will
   have been prior to each Time of Delivery (as defined in Section 4 hereof),
   obtained under the Act and such consents, approvals, authorizations, orders,
   registrations or qualifications as may be required under state securities or
   Blue Sky laws or insurance securities laws in connection with the purchase
   and distribution of the Securities by the Underwriters and except those
   which, if not obtained, will not have a material adverse effect on the
   financial condition or results of operations of the Company and Protective
   Life Insurance taken as a whole or would not affect the validity of or
   otherwise have a material adverse effect on the issuance or sale of the
   Designated Securities;

      (k)    Other than as set forth or contemplated in the Prospectus, there
   are no legal or governmental proceedings pending to which the Company or any
   of its subsidiaries is a party or of which any property of the Company or
   any of its subsidiaries is the subject which could reasonably be expected to
   have, individually or in the aggregate, a material adverse effect on the
   consolidated financial position, stockholders' equity (if applicable), total
   surplus (if applicable) or results of operations of the Company and its
   subsidiaries taken as a whole; and, to the best of the Company's knowledge,
   no such proceedings are threatened or contemplated by governmental
   authorities or threatened by others; and

                                        5



      (l)    Neither the Company nor any of its affiliates does business with
   the government of Cuba or with any person or affiliate located in Cuba
   within the meaning of Section 517.075, Florida Statutes; and

    3.   Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
the Firm Securities, the several Underwriters propose to offer the Firm
Securities for sale upon the terms and conditions set forth in the Prospectus as
amended or supplemented.

   The Company may specify in the Pricing Agreement applicable to any
Designated Securities that the Company thereby grants to the Underwriters the
right (an "Overallotment Option") to purchase at their election up to the number
of Optional Securities set forth in such Pricing Agreement, on the terms set
forth in the Prospectus as amended or supplemented, for the sole purpose of
covering over-allotments in the sale of the Firm Securities.  Any such election
to purchase Optional Securities may be exercised by written notice from the
Representatives to the Company, given within a period specified in the Pricing
Agreement, setting forth the aggregate number of Optional Securities to be
purchased and the date on which such Optional Securities are to be delivered, as
determined by the Representatives but in no event earlier than the First Time of
Delivery (as defined in Section 4 hereof) or, unless the Representatives and the
Company otherwise agree in writing, earlier than or later than the respective
number of Business Days after the date of such notice set forth in such Pricing
Agreement.

   The number of Optional Securities to be added to the number of Firm
Securities to be purchased by each Underwriter as set forth in Schedule I to the
Pricing Agreement applicable to such Designated Securities shall be, in each
case, the number of Optional Securities which the Company has been advised by
the Representatives have been attributed to such Underwriter; PROVIDED THAT, if
the Company has not been so advised, the number of Optional Securities to be so
added shall be, in each case, that proportion of Optional Securities which the
number of Firm Securities to be purchased by such Underwriter under such Pricing
Agreement bears to the aggregate number of Firm Securities (rounded as the
Representatives may determine to the nearest 100 shares).  The total number of
Designated Securities to be purchased by all the Underwriters pursuant to such
Pricing Agreement shall be the aggregate number of Firm Securities set forth in
Schedule I to such Pricing Agreement plus the aggregate number of Optional
Securities which the Underwriters elect to purchase.

   4. Certificates for the Firm Securities and the Optional Securities to be
purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing Agreement and in such authorized
denominations and registered in such names as the Representatives may request
upon at least forty-eight hours prior notice to the Company, shall be delivered
by or on behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by certified or official bank check or checks, payable
to the order of the Company or, if so requested by the Company, by wire transfer
to a bank account specified by the Company and described in Schedule II to such
Pricing Agreement, in the funds specified in such Pricing Agreement, (i) with
respect to the Firm Securities, all at the place and time and date specified in
such Pricing Agreement or at such other place and time and date as the
Representatives and the Company may agree upon in writing, such time and date
being herein called the "First Time of Delivery" and (ii) with respect to the
Optional Securities, if any, at the time and date specified by the
Representatives in the written notice given by the Representatives of the
Underwriters' election to purchase such Optional Securities, or at such other
time and date as the Representatives and the Company may agree upon in writing,
such time and date, if not the First Time of Delivery, herein

                                        6



called the "Second Time of Delivery".  Each such time and date for delivery is
herein called a "Time of Delivery".

   5. The Company agrees with each of the Underwriters of any Designated
Securities:

      (a)    To prepare the Prospectus as amended and supplemented in relation
   to the applicable Designated Securities in a form approved by the
   Representatives (which approval will not be unreasonably withheld) and to
   file such Prospectus pursuant to Rule 424(b) under the Act not later than
   the Commission's close of business on the second business day following the
   execution and delivery of the Pricing Agreement relating to the applicable
   Designated Securities or, if applicable, such other time as may be required
   by Rule 424(b); to make no further amendment or any supplement to the
   Registration Statement or Prospectus as amended or supplemented after the
   date of the Pricing Agreement relating to such Securities and prior to any
   Time of Delivery for such Securities which shall be reasonably disapproved
   by the Representatives for such Securities promptly after reasonable notice
   thereof; to advise the Representatives promptly of any such amendment or
   supplement after any Time of Delivery for such Securities and furnish the
   Representatives with copies thereof; to file promptly all reports and any
   definitive proxy or information statements required to be filed by the
   Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d)
   of the Exchange Act for so long as the delivery of a prospectus is required
   in connection with the offering or sale of such Securities, and during such
   same period to advise the Representatives, promptly after it receives notice
   thereof, of the time when any amendment to the Registration Statement has
   been filed or becomes effective or any supplement to the Prospectus or any
   amended Prospectus has been filed with the Commission, of the issuance by
   the Commission of any stop order or of any order preventing or suspending
   the use of any prospectus relating to the Securities, of the suspension of
   the qualification of such Securities for offering or sale in any
   jurisdiction, of the initiation or threatening of any proceeding for any
   such purpose, or of any request by the Commission for the amending or
   supplementing of the Registration Statement or Prospectus or for additional
   information; and, in the event of the issuance of any such stop order or of
   any such order preventing or suspending the use of any prospectus relating
   to the Securities or suspending any such qualification, to use promptly its
   best efforts to obtain its withdrawal;

      (b)    Promptly from time to time to take such action as the
   Representatives may reasonably request to qualify such Securities for
   offering and sale under the securities laws of such United States
   jurisdictions as the Representatives may reasonably request and to comply
   with such laws so as to permit the continuance of sales and dealings therein
   in such jurisdictions for as long as may be necessary to complete the
   distribution of such Securities, provided that in connection therewith the
   Company shall not be required to qualify as a foreign corporation or to file
   a general consent to service of process in any jurisdiction and provided
   further that in connection therewith the Company shall not be required to
   qualify such Designated Securities for offering and sale under the
   securities laws of any such jurisdiction for a period in excess of nine
   months after the initial time of issue of the Prospectus as amended or
   supplemented relating to such Designated Securities;

      (c)    Prior to 10:00 a.m., New York City time, on the Business Day next
   succeeding the date of a Pricing Agreement and from time to time, to furnish
   the Underwriters with copies of the Prospectus in New York City as amended
   or supplemented in such quantities as the Representatives may reasonably
   request, and, if the delivery of a prospectus is required at any time in
   connection with the offering or sale of the Securities and if at such time
   any event shall have occurred as a result of which the Prospectus as then
   amended or supplemented would

                                        7



   include an untrue statement of a material fact or omit to state any material
   fact necessary in order to make the statements therein, in the light of the
   circumstances under which they were made when such Prospectus is delivered,
   not misleading, or, if for any other reason it shall be necessary during
   such same period to amend or supplement the Prospectus or to file under the
   Exchange Act any document incorporated by reference in the Prospectus in
   order to comply with the Act or the Exchange Act, to notify the
   Representatives and upon their request to file such document and to prepare
   and furnish without charge to each Underwriter and to any dealer in
   securities as many copies as the Representatives may from time to time
   reasonably request of an amended Prospectus or a supplement to the
   Prospectus which will correct such statement or omission or effect such
   compliance, provided, however, that in case any Underwriter is required
   under the Act to deliver a prospectus in connection with the offering or
   sale of the Designated Securities at any time more than nine months after
   the date of the Pricing Agreement relating to the Designated Securities, the
   costs of such preparation and furnishing of such amended or supplemented
   Prospectus shall be borne by the Underwriters of such Designated Securities;

      (d)    To make generally available to its securityholders as soon as
   practicable, but in any event not later than eighteen months after the
   effective date of the Registration Statement (as defined in Rule 158(c)
   under the Act), an earning statement of the Company and its subsidiaries
   (which need not be audited) complying with Section 11(a) of the Act and the
   rules and regulations of the Commission thereunder (including, at the option
   of the Company, Rule 158); and

      (e)    During the period beginning from the date of a Pricing Agreement
   for such Designated Securities and continuing to and including the date 90
   days after the date of such Pricing Agreement, not to offer, sell, contract
   to sell or otherwise dispose of any securities of the Company (other than
   pursuant to employee or director stock option or benefit plans existing or
   on the conversion of convertible or exchangeable securities outstanding on
   the date of the Pricing Agreement for such Designated Securities) that are
   substantially similar to the Designated Securities, including but not
   limited to any securities that are convertible into or exchangeable for, or
   that represent the right to receive, Common Stock or any such substantially
   similar securities, directly or indirectly, without the prior written
   consent of such of the Representatives as are specified in the Pricing
   Agreement for such Designated Securities.

   6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and, subject to the proviso to Section
5(c), the Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
producing and printing or duplicating any Agreement among Underwriters, this
Agreement, any Pricing Agreement, any Blue Sky and Legal Investment Memoranda
and any other documents in connection with the offering, purchase, sale and
delivery of the Securities; (iii) all expenses in connection with the
qualification of the Securities for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
any filing fees incident to any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Securities; (iv) the
cost of preparing certificates for the Securities; (v) the cost and charges of
any transfer agent or registrar or dividend disbursing agent; (vi) the cost of
listing the Securities on the

                                        8



New York Stock Exchange; and (vii) all other costs and expenses incident to the
performance of its obligations hereunder and under any Overallotment Options
which are not otherwise specifically provided for in this Section. It is
understood, however, that, except as provided in this Section and Section 8 and
Section 11 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on resale of any
of the Securities by them, and any advertising expenses connected with any
offers they may make.

   7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of each Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

      (a)    The Prospectus as amended or supplemented in relation to the
   applicable Designated Securities shall have been filed with the Commission
   pursuant to Rule 424(b) within the applicable time period prescribed for
   such filing by the rules and regulations under the Act and in accordance
   with Section 5(a) hereof; no stop order suspending the effectiveness of the
   Registration Statement or any part thereof shall have been issued and no
   proceeding for that purpose shall have been initiated or threatened by the
   Commission; and all requests for additional information on the part of the
   Commission shall have been complied with to the Representatives' reasonable
   satisfaction;

      (b)    Sullivan & Cromwell, or other counsel for the Underwriters shall
   have furnished to the Representatives such opinion or opinions, dated each
   Time of Delivery for such Designated Securities, with respect to the
   incorporation of the Company, the validity of the Designated Securities, the
   Registration Statement, the Prospectus as amended or supplemented and other
   related matters as the Representatives may reasonably request, and such
   counsel shall have received such papers and information as they may
   reasonably request to enable them to pass upon such matters;

      (c)    Deborah J. Long, Esq., Senior Vice President and General Counsel
   of the Company, or any successor having substantially equivalent
   responsibilities with the Company, shall have furnished to the
   Representatives such counsel's written opinion, dated each Time of Delivery
   for such Designated Securities, respectively, in form and substance
   satisfactory to the Representatives, to the effect that:

         (i)    The Company has been duly incorporated and is validly existing
      as a corporation in good standing under the laws of the State of
      Delaware, with power and authority (corporate and other) to own its
      properties and conduct its business as described in the Prospectus as
      amended or supplemented, and has been duly qualified as a foreign
      corporation for the transaction of business and is in good standing under
      the laws of each other jurisdiction in which it owns or leases
      properties, or conducts any business, so as to require such
      qualification, or is subject to no material liability or disability by
      reason of the failure to be so qualified in any such jurisdiction;

        (ii)    The Company has an authorized capitalization as set forth in
      the Prospectus as amended or supplemented, and all of the issued shares
      of capital stock of the Company (including the Designated Securities
      being delivered at such Time of Delivery) have been duly and validly
      authorized and issued, are fully paid and non-assessable and conform in
      all material respects to the description thereof in the Prospectus as
      amended or

                                        9



      supplemented; and all of the issued shares of capital stock of Protective
      Life Insurance have been duly and validly authorized and issued, are
      fully paid and non-assessable and (except for directors' qualifying
      shares) are owned directly or indirectly by the Company, free and clear
      of any perfected security interests and, to such counsel's best
      knowledge, any other security interests, claims, liens or encumbrances;

       (iii)    The issue and sale of the Designated Securities being delivered
      at such Time of Delivery and the compliance by the Company with all of
      the provisions of the Designated Securities, this Agreement and the
      Pricing Agreement with respect to the Designated Securities, and the
      consummation of the transactions herein and therein contemplated will not
      (i) conflict with or result in a breach or violation of any of the terms
      or provisions of, or constitute a default under, any indenture, mortgage,
      deed of trust, loan agreement or other agreement or instrument known to
      such counsel to which the Company or Protective Life Insurance is a party
      or by which the Company or Protective Life Insurance is bound or to which
      any of the property or assets of the Company or Protective Life Insurance
      is subject, except, in all such cases, for such conflicts, breaches,
      violations or defaults as would not have a material adverse effect on the
      financial condition of the Company and Protective Life Insurance taken as
      a whole or would not have a material adverse effect on the issuance or
      sale of the Designated Securities, or (ii) result in any violation of the
      provisions of (A) the Certificate of Incorporation or By-Laws of the
      Company or Protective Life Insurance or (B) any statute known to such
      counsel to be applicable to the Company or Protective Life Insurance or
      any of their respective properties, or any order, rule or regulation
      known to such counsel of any court or insurance regulatory authority or
      other governmental agency or body having jurisdiction over the Company or
      Protective Life Insurance or any of their respective properties, except,
      with respect to clause (B) of this paragraph (iii), such violations as
      would not have a material adverse effect on the financial condition or
      results of operations of the Company and Protective Life Insurance taken
      as a whole or would not affect the validity of or otherwise have a
      material adverse effect on the issuance or sale of the Designated
      Securities; and except that for purposes of this paragraph (iii) such
      counsel need not express any opinion as to any violation of any federal
      or state securities laws or Blue Sky or insurance securities laws;
      provided further, that insofar as performance by the Company of its
      obligations under this Agreement and the Pricing Agreement relating to
      the Designated Securities is concerned, such counsel need not express any
      opinion as to bankruptcy, insolvency, reorganization, moratorium and
      similar laws relating to or affecting creditors' rights generally and as
      to general equity principles;

        (iv)    To the best of such counsel's knowledge, no consent, approval,
      authorization, order, registration or qualification of or with any court
      or insurance regulatory authority or other governmental agency or body
      having jurisdiction over the Company or any of its subsidiaries is
      required for the issue and sale of the Designated Securities being
      delivered at such Time of Delivery or the consummation by the Company of
      the transactions contemplated by this Agreement, the Pricing Agreement
      relating to the Designated Securities, except such as have been, or will
      have been prior to each Time of Delivery, obtained under the Act and such
      consents, approvals, authorizations, orders, registrations or
      qualifications as may be required under state securities or Blue Sky laws
      or insurance securities laws in connection with the purchase and
      distribution of the Designated Securities by the Underwriters, and except
      those which, if not obtained, would not have a material adverse effect on
      the financial condition or results of operation of the Company and its
      subsidiaries taken as a whole;

                                       10



         (v)    To the best of such counsel's knowledge, there are no legal or
      governmental proceedings pending to which the Company or any of its
      subsidiaries is a party or of which any property of the Company or any of
      its subsidiaries is the subject of a character required under the Federal
      securities laws to be disclosed in the Registration Statement or
      Prospectus which are not adequately disclosed in the Registration
      Statement or Prospectus;

        (vi)    The documents incorporated by reference in the Prospectus as
      amended or supplemented (other than the financial statements and related
      notes, the financial statement schedules and other financial and
      statistical data included therein, as to which such counsel need express
      no opinion), when they became effective or were filed with the
      Commission, as the case may be, complied as to form in all material
      respects with the requirements of the Act or the Exchange Act, as
      applicable, and the rules and regulations of the Commission thereunder.

     In rendering the opinion required by subsection (c) of this Section, (i)
such counsel may state that she is admitted to the Bar of the State of Alabama
only, and (ii) such counsel may rely (A) as to any matter to which you consent
(which consent shall not be unreasonably withheld), to the extent specified in
such opinion, upon the opinions (copies of which shall have been provided to the
Representatives) of other counsel in good standing whom such counsel believes to
be reliable, provided that such counsel shall state that she believes that both
she and the Representatives are justified in relying on such opinions and (B) as
to matters of fact, upon certificates of officers and representatives of the
Company and of public officials (copies of which shall have been provided to the
Representatives), provided that such counsel shall state that she believes that
both she and the Representatives are justified in relying upon such
certificates.

     Such counsel shall also have stated that, while she has not herself checked
the accuracy or completeness of or otherwise verified, and is not passing upon
and assumes no responsibility for the accuracy or completeness of, the
statements contained in the Registration Statement or the Prospectus, in the
course of her review and discussion of the contents of the Registration
Statement and Prospectus and any amendment or supplement thereto with certain
officers and employees of the Company and its independent accountants, but
without independent check or verification, no facts have come to her attention
that would cause her to believe that the Registration Statement or the
Prospectus, as amended or supplemented, as of the date of the Pricing Agreement
with respect to the Designated Securities and the Time of Delivery for such
Designated Securities (other than the financial statements and related notes,
the financial statement schedules and other financial and statistical data
included therein as to which she need express no opinion) contained or contains
an untrue statement of a material fact or omitted or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

          (d)  Debevoise & Plimpton, or other counsel for the Company
     satisfactory to the Representatives, shall have furnished to the
     Representatives their written opinion, dated the Time of Delivery for such
     Designated Securities, in form and substance satisfactory to the
     Representatives, to the effect that:

                    (i)  The Designated Securities being delivered at such Time
          of Delivery have been duly authorized and validly issued and are fully
          paid and non-assessable; and the Designated Securities conform in all
          material respects to the description thereof contained in the
          Prospectus as amended or supplemented with respect to such Designated
          Securities;

                                       11



                    (ii) This Agreement and the Pricing Agreement with respect
          to the Designated Securities being delivered at such Time of Delivery
          have been duly authorized, executed and delivered by the Company;

                    (iii)     The Registration Statement and the Prospectus as
          amended or supplemented and any further amendments and supplements
          thereto made by the Company prior to such Time of Delivery (other than
          the financial statements and related notes, the financial statement
          schedules and other financial and statistical data included therein,
          as to which such counsel need express no opinion) comply as to form in
          all material respects with the requirements of the Act and the rules
          and regulations thereunder; and

                    (iv) The statements contained in the Prospectus under the
          captions "Description of Common Stock of Protective Life" and the
          corresponding section in any prospectus supplement relating to the
          Designated Securities being delivered at such Time of Delivery,
          insofar as such statements constitute summaries of certain provisions
          of the documents referred to therein, fairly summarize the material
          provisions of such documents.

     In rendering the foregoing opinion, Debevoise & Plimpton may state that
they express no opinion as to the laws of any jurisdiction other than the
Federal laws of the United States, the laws of the State of New York and The
General Corporation Law of the State of Delaware.

     Debevoise & Plimpton shall also have stated that, while they have not
themselves checked the accuracy or completeness of or otherwise verified, and
are not passing upon and assume no responsibility for the accuracy or
completeness of, the statements contained in the Registration Statement or the
Prospectus, except to the limited extent stated in paragraphs (i) and (iv)
above, in the course of their review and discussion of the contents of the
Registration Statement and the Prospectus with certain officers and employees of
the Company and its independent accountants, but without independent check or
verification, no facts have come to the attention of such counsel that would
cause such counsel to believe that the Registration Statement or the Prospectus,
as amended or supplemented, as of the date of the Pricing Agreement with respect
to the Designated Securities and the Time of Delivery for such Designated
Securities (other than the financial statements and related notes, the financial
statement schedules, and other financial and statistical data included therein
as to which such counsel need express no opinion) contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.

          (e)  On the date of the Pricing Agreement for such Designated
     Securities and at each Time of Delivery for such Designated Securities, the
     independent accountants of the Company who have certified the financial
     statements of the Company and its subsidiaries included or incorporated by
     reference in the Registration Statement shall have furnished to the
     Representatives a letter, dated the date of the Pricing Agreement, and a
     letter dated such Time of Delivery, respectively, to the effect set forth
     in Annex II hereto, and with respect to such letter dated such Time of
     Delivery, as to such other matters as the Representatives may reasonably
     request and in form and substance satisfactory to the Representatives ;

          (f)  Since the respective dates as of which information is given in
     the Prospectus as amended or supplemented there shall not have been any
     change in the capital stock or any increase in the long-term debt of the
     Company or any of its subsidiaries or any change, or any development
     involving a prospective change, in or affecting the general affairs,

                                       12



     management, financial position, stockholders' equity, total surplus (if
     applicable) or results of operations of the Company and its subsidiaries
     (in the case of the Insurance Subsidiaries on either a GAAP or statutory
     basis), otherwise than as set forth or contemplated in the Prospectus as
     amended or supplemented, the effect of which, in any such case described
     above, is in the judgment of the Representatives so material and adverse as
     to make it impracticable or inadvisable to proceed with the public offering
     or the delivery of the Designated Securities on the terms and in the manner
     contemplated in the Prospectus as amended or supplemented;

          (g)  On or after the date of the Pricing Agreement relating to the
     Designated Securities (i) no downgrading shall have occurred in any rating
     of the Company or Protective Life Insurance or the rating accorded the
     Company's debt securities or preferred stock or the Company's financial
     strength or claims paying ability by Moody's Investors Service, Inc.,
     Standard & Poor's Ratings Group, A.M. Best Company, Inc. or Duff & Phelps
     Inc., and (ii) no such organization shall have publicly announced that it
     has under surveillance or review, with possible negative implications, any
     such rating;

          (h)  On or after the date of the Pricing Agreement relating to the
     Designated Securities there shall not have occurred any of the following:
     (i) a suspension or material limitation in trading in securities generally
     on the New York Stock Exchange; (ii) a suspension or material limitation in
     trading in the Company's securities on the New York Stock Exchange; (iii) a
     general moratorium on commercial banking activities in New York declared by
     either Federal or New York State authorities; or (iv) the outbreak or
     escalation of hostilities involving the United States or the declaration by
     the United States of a national emergency or war, if the effect of any such
     event specified in this Clause (iv) in the judgment of the Representatives
     makes it impracticable or inadvisable to proceed with the public offering
     or the delivery of the Firm Securities or Optional Securities or both on
     the terms and in the manner contemplated in the Prospectus as amended or
     supplemented relating to the Designated Securities;

          (i)  The Securities at each Time of Delivery shall have been duly
     listed, subject to notice of issuance, on the New York Stock Exchange;

          (j)  The Company shall have complied with the provisions of Section
     5(c) hereof with respect to the furnishing of prospectuses on the Business
     Day next succeeding the date of this Agreement; and

          (k)  The Representatives shall have received the written agreement of
     each executive officer of the Company, in form and substance satisfactory
     to the Representatives, to the effect that during the period beginning from
     the date of the Pricing Agreement for Designated Securities and continuing
     to and including this date 90 days after the date of such Pricing
     Agreement, such person has agreed not to offer, sell or contract to sell,
     or otherwise dispose of any shares of Common Stock of the Company or any
     security of the Company substantially similar thereto, or any other
     security convertible into or exchangeable for, or that represents the right
     to receive, shares of Common Stock or any security of the Company
     substantially similar thereto, directly or indirectly, without the prior
     written consent of such of the Representatives as are specified in the
     Pricing Agreement for such Designated Securities; and

          (l)  The Company shall have furnished or caused to be furnished to the
     Representatives at each Time of Delivery for the Designated Securities
     certificates of officers of the Company satisfactory to the Representatives
     as to the accuracy of the representations

                                       13



     and warranties of the Company herein at and as of such Time of Delivery, as
     to the performance by the Company of all of its obligations hereunder to be
     performed at or prior to such Time of Delivery, as to the matters set forth
     in subsections (a) and (f) of this Section and as to such other matters as
     the Representatives may reasonably request.

      8. (a)  The Company will indemnify and hold harmless each Underwriter
   against any losses, claims, damages or liabilities, joint or several, to
   which such Underwriter may become subject, under the Act or otherwise,
   insofar as such losses, claims, damages or liabilities (or actions in
   respect thereof) arise out of or are based upon an untrue statement or
   alleged untrue statement of a material fact contained in any Preliminary
   Prospectus, any preliminary prospectus supplement, the Registration
   Statement, the Prospectus as amended or supplemented and any other
   prospectus relating to the Securities, or any amendment or supplement
   thereto, or arise out of or are based upon the omission or alleged omission
   to state therein a material fact required to be stated therein or necessary
   to make the statements therein (i) in the case of the Registration
   Statement, not misleading and (ii) in the case of the Prospectus, as amended
   or supplemented, or any other such prospectus, in light of the circumstances
   in which they were made, not misleading, and will reimburse each Underwriter
   for any legal or other expenses reasonably incurred by such Underwriter in
   connection with investigating or defending any such action or claim as such
   expenses are incurred; provided, however, that the Company shall not be
   liable in any such case to the extent that any such loss, claim, damage or
   liability arises out of or is based upon an untrue statement or alleged
   untrue statement or omission or alleged omission made in any Preliminary
   Prospectus, any preliminary prospectus supplement, the Registration
   Statement, the Prospectus as amended or supplemented and any other
   prospectus relating to the Securities, or any such amendment or supplement
   in reliance upon and in conformity with written information furnished to the
   Company by any Underwriter of Designated Securities through the
   Representatives expressly for use in the Prospectus as amended or
   supplemented relating to such Securities and provided, further, that the
   Company shall not be liable to any Underwriter under the indemnity agreement
   in this subsection (a) with respect to any Preliminary Prospectus or any
   preliminary prospectus supplement to the extent that any such loss, claim,
   damage or liability of such Underwriter results from the fact such
   Underwriter sold Designated Securities to a person as to whom it shall be
   established that there was not sent or given, at or prior to the written
   confirmation of such sale, a copy of the Prospectus (excluding documents
   incorporated by reference) in any case where such delivery is required by
   the Act if such Underwriter failed to make reasonable efforts generally
   consistent with the then prevailing industry practice to effect such
   delivery and the Company has previously furnished copies thereof in
   sufficient quantities to such Underwriter (or to the Representatives) and
   the loss, claim, damage or liability of such Underwriter results from an
   untrue statement or omission of a material fact contained in the Preliminary
   Prospectus or any preliminary prospectus supplement which was corrected in
   the Prospectus (excluding incorporated documents) (or the Prospectus as
   amended or supplemented (excluding incorporated documents)).

      (b)    Each Underwriter will indemnify and hold harmless the Company
   against any losses, claims, damages or liabilities to which the Company may
   become subject, under the Act or otherwise, insofar as such losses, claims,
   damages or liabilities (or actions in respect thereof) arise out of or are
   based upon an untrue statement or alleged untrue statement of a material
   fact contained in any Preliminary Prospectus, any preliminary prospectus
   supplement, the Registration Statement, the Prospectus as amended or
   supplemented and any other prospectus relating to the Securities, or any
   amendment or supplement thereto, or arise out of or are based upon the
   omission or alleged omission to state therein a material fact required to be
   stated

                                       14



   therein or necessary to make the statements therein (i) in the case of the
   Registration Statement, not misleading and (ii) in the case of the
   Prospectus, as amended or supplemented, or any such prospectus, in light of
   the circumstances in which they were made, not misleading, in each case to
   the extent, but only to the extent, that such untrue statement or alleged
   untrue statement or omission or alleged omission was made in any Preliminary
   Prospectus, any preliminary prospectus supplement, the Registration
   Statement, the Prospectus as amended or supplemented and any other
   prospectus relating to the Securities, or any such amendment or supplement
   in reliance upon and in conformity with written information furnished to the
   Company by such Underwriter through the Representatives expressly for use
   therein; and will reimburse the Company for any legal or other expenses
   reasonably incurred by the Company in connection with investigating or
   defending any such action or claim as such expenses are incurred.

      (c)    Promptly after receipt by an indemnified party under subsection
   (a) or (b) above of notice of the commencement of any action, such
   indemnified party shall, if a claim in respect thereof is to be made against
   the indemnifying party under such subsection, notify the indemnifying party
   in writing of the commencement thereof; but the omission so to notify the
   indemnifying party shall not relieve it from any liability which it may have
   to any indemnified party otherwise than under such subsection.  In case any
   such action shall be brought against any indemnified party and it shall
   notify the indemnifying party of the commencement thereof, the indemnifying
   party shall be entitled to participate therein and, to the extent that it
   shall wish, jointly with any other indemnifying party similarly notified, to
   assume the defense thereof, with counsel reasonably satisfactory to such
   indemnified party (who shall not, except with the consent of the indemnified
   party, be counsel to the indemnifying party), and, after notice from the
   indemnifying party to such indemnified party of its election so to assume
   the defense thereof, the indemnifying party shall not be liable to such
   indemnified party under such subsection for any legal expenses of other
   counsel or any other expenses, in each case subsequently incurred by such
   indemnified party, in connection with the defense thereof other than
   reasonable costs of investigation.  In no event, shall any indemnifying
   party be liable for the fees and expenses of more than one counsel (in
   addition to local counsel) separate from their own counsel for all
   indemnified parties in connection with any one action or separate but
   related actions in the same jurisdiction arising out of the same general
   allegations or circumstances.

      (d)    If the indemnification provided for in this Section 8 is
   unavailable to or insufficient to hold harmless an indemnified party under
   subsection (a) or (b) above in respect of any losses, claims, damages or
   liabilities (or actions in respect thereof) referred to therein, then each
   indemnifying party shall contribute to the amount paid or payable by such
   indemnified party as a result of such losses, claims, damages or liabilities
   (or actions in respect thereof) in such proportion as is appropriate to
   reflect the relative benefits received by the Company on the one hand and
   the Underwriters of the Designated Securities on the other from the offering
   of the Designated Securities to which such loss, claim, damage or liability
   (or action in respect thereof) relates.  If, however, the allocation
   provided by the immediately preceding sentence is not permitted by
   applicable law or if the indemnified party failed to give the notice
   required under subsection (c) above, then each indemnifying party shall
   contribute to such amount paid or payable by such indemnified party in such
   proportion as is appropriate to reflect not only such relative benefits but
   also the relative fault of the Company on the one hand and the Underwriters
   of the Designated Securities on the other in connection with the statements
   or omissions which resulted in such losses, claims, damages or liabilities
   (or actions in respect thereof), as well as any other relevant equitable
   considerations.  The relative benefits received

                                       15



   by the Company on the one hand and such Underwriters on the other shall be
   deemed to be in the same proportion as the total net proceeds from such
   offering (before deducting expenses) received by the Company bear to the
   total underwriting discounts and commissions received by such Underwriters.
   The relative fault shall be determined by reference to, among other things,
   whether the untrue or alleged untrue statement of a material fact or the
   omission or alleged omission to state a material fact relates to information
   supplied by the Company on the one hand or such Underwriters on the other
   and the parties' relative intent, knowledge, access to information and
   opportunity to correct or prevent such statement or omission.  The Company
   and the Underwriters agree that it would not be just and equitable if
   contribution pursuant to this subsection (d) were determined by PRO RATA
   allocation (even if the Underwriters were treated as one entity for such
   purpose) or by any other method of allocation which does not take account of
   the equitable considerations referred to above in this subsection (d).  The
   amount paid or payable by an indemnified party as a result of the losses,
   claims, damages or liabilities (or actions in respect thereof) referred to
   above in this subsection (d) shall be deemed to include any legal or other
   expenses reasonably incurred by such indemnified party in connection with
   investigating or defending any such action or claim.  Notwithstanding the
   provisions of this subsection (d), no Underwriter shall be required to
   contribute any amount in excess of the amount by which the total price at
   which the applicable Designated Securities underwritten by it and
   distributed to the public were offered to the public exceeds the amount of
   any damages which such Underwriter has otherwise been required to pay by
   reason of such untrue or alleged untrue statement or omission or alleged
   omission.  No person guilty of fraudulent misrepresentation (within the
   meaning of Section 11(f) of the Act) shall be entitled to contribution from
   any person who was not guilty of such fraudulent misrepresentation.  The
   obligations of the Underwriters of Designated Securities in this subsection
   (d) to contribute are several in proportion to their respective underwriting
   obligations with respect to such Securities and not joint.

      (e)    The obligations of the Company under this Section 8 shall be in
   addition to any liability which the Company may otherwise have and shall
   extend, upon the same terms and conditions, to each person, if any, who
   controls any Underwriter within the meaning of the Act; and the obligations
   of the Underwriters under this Section 8 shall be in addition to any
   liability which the respective Underwriters may otherwise have and shall
   extend, upon the same terms and conditions, to each officer and director of
   the Company and to each person, if any, who controls the Company within the
   meaning of the Act.

      9. (a)  If any Underwriter shall default in its obligation to purchase
   the Firm Securities or Optional Securities which it has agreed to purchase
   under the Pricing Agreement relating to such Securities, the Representatives
   may in their discretion arrange for themselves or another party or other
   parties to purchase such Securities on the terms contained herein.  If
   within thirty-six hours after such default by any Underwriter the
   Representatives do not arrange for the purchase of such Firm Securities or
   Optional Securities, as the case may be, then the Company shall be entitled
   to a further period of thirty-six hours within which to procure another
   party or other parties reasonably satisfactory to the Representatives to
   purchase such Securities on such terms.  In the event that, within the
   respective prescribed period, the Representatives notify the Company that
   they have so arranged for the purchase of such Securities, or the Company
   notifies the Representatives that it has so arranged for the purchase of
   such Securities, the Representatives or the Company shall have the right to
   postpone a Time of Delivery for such Securities for a period of not more
   than seven days, in order to effect whatever changes may thereby be made
   necessary in the Registration Statement or the Prospectus as amended or
   supplemented, or in any other documents or

                                       16



   arrangements, and the Company agrees to file promptly any amendments or
   supplements to the Registration Statement or the Prospectus which in the
   opinion of the Representatives may thereby be made necessary.  The term
   "Underwriter" as used in this Agreement shall include any person substituted
   under this Section with like effect as if such person had originally been a
   party to the Pricing Agreement with respect to such Designated Securities.

      (b)    If, after giving effect to any arrangements for the purchase of
   the Firm Securities or Optional Securities, as the case may be, of a
   defaulting Underwriter or Underwriters by the Representatives and the
   Company as provided in subsection (a) above, the aggregate number of such
   Securities which remains unpurchased does not exceed one-eleventh of the
   aggregate number of the Firm Securities or Optional Securities, as the case
   may be, to be purchased at the respective Time of Delivery, then the Company
   shall have the right to require each non-defaulting Underwriter to purchase
   the number of Firm Securities or Optional Securities, as the case may be,
   which such Underwriter agreed to purchase under the Pricing Agreement
   relating to such Designated Securities and, in addition, to require each
   non-defaulting Underwriter to purchase its pro rata share (based on the
   number of Firm Securities or Optional Securities, as the case may be, which
   such Underwriter agreed to purchase under such Pricing Agreement) of the
   Firm Securities or Optional Securities, as the case may be, of such
   defaulting Underwriter or Underwriters for which such arrangements have not
   been made; but nothing herein shall relieve a defaulting Underwriter from
   liability for its default.

      (c)    If, after giving effect to any arrangements for the purchase of
   the Firm Securities or Optional Securities, as the case may be, of a
   defaulting Underwriter or Underwriters by the Representatives and the
   Company as provided in subsection (a) above, the aggregate number of Firm
   Securities or Optional Securities, as the case may be, which remains
   unpurchased exceeds one-eleventh of the aggregate number of the Firm
   Securities or Optional Securities, as the case may be, to be purchased at
   the respective Time of Delivery, as referred to in subsection (b) above, or
   if the Company shall not exercise the right described in subsection (b)
   above to require non-defaulting Underwriters to purchase Firm Securities or
   Optional Securities, as the case may be, of a defaulting Underwriter or
   Underwriters, then the Pricing Agreement relating to such Firm Securities or
   the Overallotment Option relating to such Optional Securities, as the case
   may be, shall thereupon terminate, without liability on the part of any
   non-defaulting Underwriter or the Company, except for the expenses to be
   borne by the Company and the Underwriters as provided in Section 6 hereof
   and the indemnity and contribution agreements in Section 8 hereof; but
   nothing herein shall relieve a defaulting Underwriter from liability for its
   default.

   10.   The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

   11.   If any Pricing Agreement or Overallotment Option shall be terminated
pursuant to Section 9 hereof, the Company shall not then be under any liability
to any Underwriter with respect to the Firm Securities or Optional Securities
with respect to which such Pricing Agreement shall have been terminated except
as provided in Section 6 and Section 8 hereof; but, if for any other reason,
Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket

                                       17



expenses approved in writing by the Representatives, including reasonable fees
and disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Securities,
but the Company shall then be under no further liability to any Underwriter with
respect to such Designated Securities except as provided in Section 6 and
Section 8 hereof.

   12.   In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

   All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request.  Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

   13.   This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Section 8 and Section 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement.  No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

   14.   Time shall be of the essence of each Pricing Agreement.  As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

   15.   THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

   16.   This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.


                              Very truly yours,

                              PROTECTIVE LIFE CORPORATION


                              By:  /S/ JOHN D. JOHNS
                                 --------------------------------------
                               Name:    John D. Johns
                               Title:   Executive Vice President
                                        and Chief Financial Officer

                                       18



                                                                         ANNEX I

                                PRICING AGREEMENT



[Goldman, Sachs & Co., or other Lead Representative]
[Names of Co-Representatives, if any]
   As Representatives of the several
     Underwriters named in Schedule I hereto,
[c/o Goldman, Sachs & Co.,]
85 Broad Street,
New York, New York 10004.

                                                                          , 19..

Dear Sirs:

   Protective Life Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated ........, 1996 (the "Underwriting Agreement"), to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement.  Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you.  Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.  The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth in Schedule II hereto.

   An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

   Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, [a] the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the number
of Firm Securities set forth opposite the name of such Underwriter in Schedule I
hereto [and, (b) in the event and to the extent that the Underwriters shall
exercise the election to purchase Optional Securities, as provided below, the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company at
the purchase price to the Underwriters set forth in Schedule II hereto that
portion of the number of Optional Securities as to which such election shall
have been exercised.]

   [The Company hereby grants to each of the Underwriters the right to purchase
at their election up to the number of Optional Securities set forth opposite the
name of such Underwriter in Schedule





I hereto on the terms referred to in the paragraph above for the sole purpose of
covering over-allotments in the sale of the Firm Securities.  Any such election
to purchase Optional Securities may be exercised by written notice from the
Representatives to the Company given within a period of 30 calendar days after
the date of this Pricing Agreement, setting forth the aggregate number of
Optional Securities to be purchased and the date on which such Optional
Securities are to be delivered, as determined by the Representatives, but in no
event earlier than the First Time of Delivery or, unless the Representatives and
the Company otherwise agree in writing, no earlier than two or later than ten
business days after the date of such notice.]

                                        2



     If the foregoing is in accordance with your understanding, please sign and
return to us [one for the Company and one for each of the Representatives plus
one for each counsel] counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.  It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.



                              Very truly yours,

                              PROTECTIVE LIFE CORPORATION



                              By:
                                 --------------------------
                                 Name:
                                 Title:





Accepted as of the date hereof:



[Goldman, Sachs & Co., or other Lead Representative]

[Name(s) of Co-Representative(s)]



By:
   -----------------------------------
      [(Goldman, Sachs & Co.)]



[Name(s) of Co-Representative Corporation(s)]



By:
   -----------------------------------
   Name:
   Title:


- ------------------------------------------------
[Name(s) of Co-Representative Partnership(s)]


On behalf of each of the Underwriters

                                        3



                              SCHEDULE I



                                                                                                    [MAXIMUM NUMBER
                                                                                                       OF OPTIONAL
                                                                          NUMBER OF                 SECURITIES WHICH
                                                                      [FIRM] SECURITIES                  MAY BE
                           UNDERWRITER                                 TO BE PURCHASED                 PURCHASED]
                           -----------                                -----------------             ----------------
                                                                                              
 [Goldman, Sachs & Co. or other Lead Representative  . . . . . .
 [Name(s) of Co-Representative(s)] . . . . . . . . . . . . . . .
 [Names of other Underwriters] . . . . . . . . . . . . . . . . .


      Total  . . . . . . . . . . . . . . . . . . . . . . . . . .
                                                                      -----------------             ----------------

                                                                      -----------------             ----------------
                                                                      -----------------             ----------------



                                        4



SCHEDULE II

NUMBER OF DESIGNATED SECURITIES:

     Number of Firm Securities:

     Maximum Number of Optional Securities:

INITIAL OFFERING PRICE TO PUBLIC:

     $........ per Share

PURCHASE PRICE BY UNDERWRITERS:

     $........ per Share

[COMMISSION PAYABLE TO UNDERWRITERS:

$........ per Share in [SPECIFY SAME FORM OF FUNDS AS IN SPECIFIED FUNDS BELOW]]

FORM OF DESIGNATED SECURITIES:

Definitive form, to be made available for checking [and packaging] at least
twenty-four hours prior to the Time of Delivery at the office of [The Depository
Trust Company or its designated custodian] [the Representatives]

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

[New York] Clearing House (next day) funds

[Immediately Available Funds]

FIRST TIME OF DELIVERY:

 ......... a.m. (New York City time), .................., 19..

CLOSING LOCATION:

                                        5



NAMES AND ADDRESSES OF REPRESENTATIVES:

     Designated Representatives:

     Address for Notices, etc.:

[OTHER TERMS]:



- -------------------
*    Those Representatives identified with an asterisk shall be the specified
     Representatives whose consent is necessary to offer, sell or contract to
     sell, or otherwise dispose of shares of Common Stock, etc. prior to the end
     of the 90-day lockup period pursuant to Sections 5(e) and 7(k) of the
     Underwriting Agreement.


                                        6


                                                                        ANNEX II

     Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

      (i)  They are independent certified public accountants with respect to
   the Company and its subsidiaries within the meaning of the Act and the
   applicable published rules and regulations thereunder;

      (ii)  In their opinion, the financial statements and any supplementary
   financial information and schedules (and, if applicable, financial forecasts
   and/or pro forma financial information) audited by them and included or
   incorporated by reference in the Registration Statement or the Prospectus
   comply as to form in all material respects with the applicable accounting
   requirements of the Act or the Exchange Act and the related published rules
   and regulations thereunder;

      (iii)  On the basis of limited procedures, not constituting an audit
   conducted in accordance with generally accepted auditing standards,
   consisting of a reading of the unaudited financial statements and other
   information referred to below, a reading of the latest available interim
   financial statements of the Company and its subsidiaries, inspection of the
   minute books of the Company and its subsidiaries since the date of the
   latest audited financial statements included or incorporated by reference in
   the Prospectus, inquiries of officials of the Company and its subsidiaries
   responsible for financial and accounting matters and such other inquiries
   and procedures (including those for a review of interim financial
   information as described in SAS No. 71) as may be specified in such letter,
   nothing came to their attention that caused them to believe that:

         (A)  any material modifications should be made to the unaudited
      condensed consolidated statements of income, consolidated balance sheets
      and consolidated statements of cash flows included or incorporated by
      reference in the Company's Quarterly Reports on Form 10-Q incorporated by
      reference in the Prospectus, for them to be in conformity with generally
      accepted accounting principles;

         (B)  the unaudited condensed consolidated statements of income,
      consolidated balance sheets and consolidated statements of cash flows
      included or incorporated by reference in the Company's Quarterly Reports
      on Form 10-Q, incorporated by reference in the Prospectus, do not comply
      as to form in all material respects with the applicable accounting
      requirements of the Exchange Act as it applies to Form 10-Q and the
      related published rules and regulations;

         (C)  any unaudited pro forma condensed consolidated financial
      statements included in or incorporated by reference in the Prospectus do
      not comply as to form in all material respects with the applicable
      accounting requirements of Rule 11-02 of Regulation S-X and that the pro
      forma adjustments have not been properly applied to the historical
      amounts in the compilation of those statements;



         (D)  as of a specified date not more than five days prior to the date
      of such letter, there was any change in the capital stock, increase in
      long-term debt, or any decreases in consolidated net current assets or
      shareholder's equity of the Company and its subsidiaries, or any
      decreases in consolidated net sales or in the total or per share amounts
      of income before extraordinary items or of net income, or any increases
      in any items specified by the Representatives, in each case as compared
      with amounts shown in the latest balance sheet included or incorporated
      by reference in the Prospectus, except in all instances for changes,
      increases or decreases which the Prospectus discloses have occurred or
      may occur or which are described in such letter; and

      (iv)  In addition to the examination referred to in their report(s)
   included or incorporated by reference in the Prospectus and the limited
   procedures, inspection of minute books, inquiries and other procedures
   referred to in paragraphs (iii) above, they have carried out certain
   specified procedures, not constituting an examination in accordance with
   generally accepted auditing standards, with respect to certain amounts,
   percentages and financial information specified by the Representatives which
   are derived from the general accounting records of the Company and its
   subsidiaries, which appear in the Prospectus (excluding documents
   incorporated by reference) or in Part II of, or in exhibits and schedules
   to, the Registration Statement specified by the Representatives or in
   documents incorporated by reference in the Prospectus specified by the
   Representatives, and have compared certain of such amounts, percentages and
   financial information with the accounting records of the Company and its
   subsidiaries and have found them to be in agreement.

   All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein), in relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of Delivery for such Designated
Securities.


                                        2

EX-1.C

                                                                 EXHIBIT 1(c)(1)

                                PRICING AGREEMENT



Goldman, Sachs & Co.,
Dean Witter Reynolds Inc.,
Merrill Lynch, Pierce, Fenner &
  Smith Incorporated,
The Robinson-Humphrey Company, Inc.,
   As Representatives of the several
     Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

                                                                    May 23, 1996

Dear Sirs:

   Protective Life Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated May 23, 1996 (the "Underwriting Agreement"), to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement.  Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you.  Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined.  The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth in Schedule II hereto.

   An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

   Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, a the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the number
of Firm Securities set forth opposite the name of such Underwriter in Schedule I
hereto and, (b) in the event and to the extent that the Underwriters shall
exercise the election to purchase Optional Securities, as provided below, the
Company agrees to issue and sell to each of the Underwriters, and each of



the Underwriters agrees, severally and not jointly, to purchase from the Company
at the purchase price to the Underwriters set forth in Schedule II hereto that
portion of the number of Optional Securities as to which such election shall
have been exercised.

   The Company hereby grants to each of the Underwriters the right to purchase
at their election up to the number of Optional Securities set forth opposite the
name of such Underwriter in Schedule I hereto on the terms referred to in the
paragraph above for the sole purpose of covering over-allotments in the sale of
the Firm Securities.  Any such election to purchase Optional Securities may be
exercised by written notice from the Representatives to the Company given within
a period of 30 calendar days after the date of this Pricing Agreement, setting
forth the aggregate number of Optional Securities to be purchased and the date
on which such Optional Securities are to be delivered, as determined by the
Representatives, but in no event earlier than the First Time of Delivery or,
unless the Representatives and the Company otherwise agree in writing, no
earlier than two or later than ten business days after the date of such notice.

     If the foregoing is in accordance with your understanding, please sign and
return to us seven counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company.  It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.

                              Very truly yours,

                              PROTECTIVE LIFE CORPORATION



                              By:  /S/ JOHN D. JOHNS
                                 ---------------------
                                 Name:  John D. Johns

                                 Title: Executive Vice President

                                        and Chief Financial Officer

Accepted as of the date hereof:

Goldman, Sachs & Co.,
Dean Witter Reynolds Inc.,
Merrill Lynch, Pierce, Fenner &
  Smith Incorporated,
The Robinson-Humphrey Company, Inc.,



By: /S/ GOLDMAN, SACHS & CO.
   --------------------------
     (Goldman, Sachs & Co.)

On behalf of each of the Underwriters

                                        2



                                   SCHEDULE I



                                                                                       MAXIMUM NUMBER
                                                                                         OF OPTIONAL
                                                                   NUMBER OF          SECURITIES WHICH
                                                                FIRM SECURITIES            MAY BE
                         UNDERWRITER                            TO BE PURCHASED           PURCHASED
                                                                ---------------       ----------------
                                                                                
 Goldman, Sachs & Co.                                               325,000                48,750
 Dean Witter Reynolds Inc.   . . . . . . . . . . . . . . . .        325,000                48,750
 Merrill Lynch, Pierce, Fenner & Smith Incorporated  . . . .        325,000                48,750
 The Robinson-Humphrey Company, Inc.   . . . . . . . . . . .        325,000                48,750
 Donaldson, Lufkin & Jenrette Securities Corporation                100,000                15,000
 A.G. Edwards & Sons, Inc. . . . . . . . . . . . . . . . . .        100,000                15,000
 Fox-Pitt, Kelton Inc. . . . . . . . . . . . . . . . . . . .        100,000                15,000
 Edward D. Jones & Co. . . . . . . . . . . . . . . . . . . .        100,000                15,000
 Lehman Brothers Inc.  . . . . . . . . . . . . . . . . . . .        100,000                15,000
 J.P. Morgan Securities Inc. . . . . . . . . . . . . . . . .        100,000                15,000
 Oppenheimer & Co., Inc. . . . . . . . . . . . . . . . . . .        100,000                15,000
                                                                  ---------               -------
      Total  . . . . . . . . . . . . . . . . . . . . . . . .      2,000,000               300,000
                                                                  ---------               -------
                                                                  ---------               -------


                                        3



SCHEDULE II

NUMBER OF DESIGNATED SECURITIES:

     Number of Firm Securities:  2,000,000 shares

     Maximum Number of Optional Securities:  300,000 shares

INITIAL OFFERING PRICE TO PUBLIC:

     $37.25 per Share

PURCHASE PRICE BY UNDERWRITERS:

     $35.39 per Share

FORM OF DESIGNATED SECURITIES:

Definitive form, to be made available for checking at least twenty-four hours
prior to the Time of Delivery at the office of The Depository Trust Company or
its designated custodian

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

Immediately Available Funds

FIRST TIME OF DELIVERY:

9:30 a.m. (New York City time), May 30, 1996

CLOSING LOCATION:

     Sullivan & Cromwell
     125 Broad Street
     New York, New York  10004

                                        4



NAMES AND ADDRESSES OF REPRESENTATIVES:

     Designated Representatives:

          Goldman, Sachs & Co.*
          Dean Witter Reynolds Inc.
          Merrill Lynch, Pierce, Fenner & Smith Incorporated
          The Robinson-Humphrey Company

     Address for Notices, etc.:

          Goldman, Sachs & Co.
          85 Broad Street
          New York, New York  10004
          Attention:  Registration Department



- -------------
*    Those Representatives identified with an asterisk shall be the specified
     Representatives whose consent is necessary to offer, sell or contract to
     sell, or otherwise dispose of shares of Common Stock, etc. prior to the end
     of the 90-day lockup period pursuant to Sections 5(e) and 7(k) of the
     Underwriting Agreement.


                                        5

EX-1.C

                                                                 EXHIBIT 1(C)(2)
Protective Life Corporation                                    [PROTECTIVE LOGO]
Post Office Box 2606
Birmingham, Alabama 35202
205-879-9230

     May 24, 1996

     FOR IMMEDIATE RELEASE

                         PUBLIC OFFERING OF COMMON STOCK

Protective Life Corporation (NYSE: PL) today announced the public offering of 
2,000,000 newly issued shares of its Common Stock at $37.25 per share. 
Protective has also granted the underwriters an option to purchase up to 
300,000 additional shares of Common Stock solely to cover over-allotments.

The offering is to be made through underwriters represented by Goldman, Sachs &
Co., Dean Witter Reynolds Inc., Merrill Lynch & Co. and The Robinson-Humphrey
Company, Inc.

Protective Life Corporation provides financial services through the production,
distribution and administration of insurance and investment products throughout
the United States and Hong Kong.  It currently has annual revenues of
approximately $1.0 billion and assets of approximately $7.6 billion.

A prospectus relating to the offering of the shares may be obtained from
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, (212)902-1171.

Contact:

          John D. Johns
          Executive Vice President and
            Chief Financial Officer
          (205)868-4400

          Jerry W. DeFoor
          Vice President and Controller and
            Chief Accounting Officer
          (205)868-3515