EXHIBIT 4.2

                (FORM OF FACE OF SENIOR NOTE DUE AUGUST 1, 2015)

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS  SENIOR  NOTE  IS IN  GLOBAL  FORM  WITHIN  THE  MEANING  OF THE  INDENTURE
HEREINAFTER  REFERRED  TO AND IS  REGISTERED  IN THE NAME OF DTC OR A NOMINEE OF
DTC.  UNLESS AND UNTIL IT IS  EXCHANGED  IN WHOLE OR IN PART FOR SENIOR NOTES IN
CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,  THIS
NOTE MAY NOT BE TRANSFERRED  EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY
A NOMINEE OF DTC TO ANOTHER  NOMINEE OF DTC, OR BY DTC OR ANY SUCH  NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.

                           PROTECTIVE LIFE CORPORATION
                      8.10% Senior Note Due August 1, 2015

No. 1                                                                $40,000,000
                                                             CUSIP:  743674 AK 9

Protective Life Corporation, a corporation duly organized and existing under the
laws of the State of Delaware  (herein called the "Company," which term includes
any  successor  corporation  under the  Indenture  (as  defined  on the  reverse
hereof), for value received, hereby promises to pay to Cede & Co., or registered
assigns,  the principal sum of $40,000,000  (Forty Million Dollars) on August 1,
2015,  and to pay interest  thereon from March 23, 2000, or from the most recent
Interest  Payment  Date to which  interest has been paid or duly  provided  for.
Interest shall be payable on the Company's  8.10% Senior Note due August 1, 2015
("Series B Note") semi-annually on February 1 and August 1 of each year (each an
"Interest Payment Date"),  commencing on August 1, 2000 at the rate of 8.10% per
annum,  until  the  principal  hereof  is paid or made  available  for  payment;
PROVIDED  that any such  installment  of  interest  which is overdue  shall bear
interest  at the rate of 8.10% per annum (to the extent that the payment of such
interest shall be legally enforceable) from the dates such amounts are due until
they are paid or made available for payment,  and such interest shall be payable
on demand.  The amount of interest payable on any Interest Payment Date shall be
computed on the basis of twelve  30-day  months and a 360-day  year and, for any
period that is shorter than a full  calendar  month,  will be  calculated on the
basis of the actual number of days elapsed in such period. In the event that any
date on which interest is payable on this Series B Note is not a Business Day,


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then  payment  of the  interest  payable  on such  date will be made on the next
succeeding  day which is a  Business  Day (and  without  any  interest  or other
payment in respect to any such delay),  except that,  if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding  Business  Day, in each case with the same force and effect as if made
on such date.  The  interest so payable on any  Interest  Payment  Date which is
punctually  paid or duly  provided  for on any Interest  Payment  Date will,  as
provided in the  Indenture  referred to on the  reverse  hereof,  be paid to the
Person in whose name this Series B Note is  registered  at the close of business
on the  Regular  Record  Date for such  Interest  Payment  Date,  which shall be
January 15 or July 15, as the case may be, preceding such Interest Payment Date.
Any such  interest not so punctually  paid or duly  provided for will  forthwith
cease to be payable to the Person in whose name this Series B Note is registered
on the relevant  Regular Record Date, and such defaulted  interest shall instead
be payable to the Person in whose name this Series B Note is  registered  on the
Special Record Date or other  specified date  determined in accordance  with the
Indenture and Supplemental Indenture No. 6, referred to on the reverse hereof.

         Payment of the  principal of and interest on this Series B Note will be
made at the office or agency of the Company  maintained  for that purpose in the
Borough  of  Manhattan,  The  City of New York  (which  shall  initially  be the
Corporate Trust Office of the Trustee), in same day funds by wire transfer to an
account  maintained by the Person entitled  thereto as specified in the Register
of Holders of the Series B Notes,  in such coin or currency of the United States
of America as at the time of payment is legal  tender for  payment of public and
private debts.

         Reference  is hereby  made to the further  provisions  of this Series B
Note set forth on the reverse  hereof,  which further  provisions  shall for all
purposes have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Series B
Note shall not be entitled to any benefit under the  Indenture and  Supplemental
Indenture No. 6 referred to on the reverse  hereof or be valid or obligatory for
any purpose.


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         IN  WITNESS  WHEREOF,  Protective  Life  Corporation  has  caused  this
instrument to be executed under its corporate seal.

Dated:  March 23, 2000
(Corporate Seal)                                     PROTECTIVE LIFE CORPORATION

                                                     By:
                                                               Richard J. Bielen
                                              Senior Vice President, Investments


                                                     By:
                                                                 Jerry W. DeFoor
                                                      Vice President, Controller
                                                    And Chief Accounting Officer

This is one of the  Securities of the series  described in the  within-mentioned
Indenture.

Dated: March 23, 2000
                                                           THE BANK OF NEW YORK,
                                                                      as Trustee

                                                  By: THE BANK OF NEW YORK TRUST
                                                       COMPANY OF FLORIDA, N.A.,
                                                                        as Agent

                                                            By:
                                                            Authorized Signatory


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                       (FORM OF REVERSE OF SERIES B NOTE)

This  Series  B Note is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Senior Indenture, dated as of June 1, 1994 (herein, together with
all indentures  supplemental thereto,  including  Supplemental  Indenture No. 6,
dated as of March 20,  2000,  called the  "Indenture"),  from the Company to The
Bank of New York (herein called the "Trustee," which term includes any successor
trustee under the Indenture),  to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company,  the Trustee and the Holders of the Securities and of
the terms  upon  which the  Securities  are,  and are to be,  authenticated  and
delivered.  This  Security is one of the series  designated  on the face hereof,
limited in aggregate principal amount to $40,000,000,  and is issued pursuant to
Supplemental  Indenture  No. 6, dated as of March 20, 2000,  from the Company to
the  Trustee,   relating  to  the  securities  of  this  series  (herein  called
"Supplemental Indenture No. 6").

The  Securities  of this series shall not be subject to redemption at the option
of the Company at any time and the Company shall have no obligation to redeem or
purchase the Securities pursuant to any sinking fund, except in each instance as
follows:

         Optional Redemption. On or after April 1, 2003, the Company may, at its
option,  redeem the  Series B Notes in whole or in part,  from time to time at a
redemption  price equal 100% of the  principal  amount to be redeemed,  together
with accrued but unpaid interest, if any, on the principal amount to be redeemed
to the date of the redemption.

In the event that less than all of the Series B Notes are to be  redeemed at any
time, selection of the Series B Notes or portions thereof for redemption will be
made by the Trustee by lot or any other  method the Trustee  shall deem fair and
reasonable;  provided, however, that Series B Notes and portions of the Series B
Notes  that the  Trustee  selects  shall be in  amounts  of $1,000  or  integral
multiples of $1,000.  Notice of  redemption to the Holders of the Series B Notes
to be  redeemed  shall  be  given  by  mailing  notice  of  such  redemption  by
first-class  mail,  at least 30 days and not more than 60 days prior to the date
fixed for  redemption  to such  Holders  of  Series B Notes at their  registered
addresses.  Unless the  Company  defaults  in making  such  redemption  payment,
interest  on the Series A Notes  called for  redemption  ceases to accrue on and
after the redemption date.

         Redemption at the Option of the Holder.  Unless the Series B Notes have
become due and payable  prior to their Stated  Maturity by reason of an Event of
Default or by reason of redemption at the option of the Company,  commencing the
date of original  issuance the  Representative  (as defined below) of a deceased
Beneficial  Owner of an  interest in the Series B Notes has the right to request
redemption  of all or part of his or her  interest  in the  Series B  Notes,  in
integral  multiples of $1,000,  for payment  prior to Stated  Maturity,  and the
Company will redeem same subject to the limitations that the Company will not be
obligated to redeem  during any 12  twelve-month  period  beginning  the date of
original  issuance  or any  April  1  thereafter  and  ending  on any  March  31
thereafter, (i) on behalf of any given deceased Beneficial Owner any interest in
the Series B Notes,  8.00% Senior Notes due 2010 and 8.25% Senior Notes due 2030
which exceeds an aggregate  principal amount of $25,000 or (ii) interests in the
Series B Notes, 8.00% Senior Notes due 2010 and


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8.25% Senior  Notes due 2030 in an  aggregate  principal  amount  exceeding  two
percent of the aggregate  principal amount of Series B Notes, 8.00% Senior Notes
due 2010 and 8.25% Senior Notes due 2030 originally issued (i.e. $2,500,000). In
the case of  interests  in the  Series B Notes  owned by a  deceased  Beneficial
Owner,  a request for redemption may be presented to the Trustee at any time and
in any  principal  amount.  If the  Company,  although  not  obligated to do so,
chooses to redeem interests of a deceased Beneficial Owner in the Series B Notes
in any such period in excess of the $25,000 limitation,  such redemption, to the
extent that it exceeds the $25,000  limitation for any Beneficial  Owner,  shall
not be included in the computation of the two percent limitation for such period
or any succeeding period.

Subject to the $25,000 and the two percent  limitations,  the Company  will upon
the death of any Beneficial Owner redeem the interest of the Beneficial Owner in
the Series B Notes within 60 days following  receipt by the Trustee of a validly
completed  Redemption  Request  (as defined  below),  including  all  supporting
documentation,   from  such  Beneficial  Owner's  personal  representative,   or
surviving joint tenant(s),  tenant(s) by the entirety or tenant(s) in common, or
other  persons   entitled  to  effect  such  a  Redemption   Request   (each,  a
"Representative").  If a Redemption  Request on behalf of a deceased  Beneficial
Owner exceeds the $25,000 per  prepayment  period  limitation,  or if Redemption
Requests  in  the  aggregate  exceed  the  two  percent  per  prepayment  period
limitation,  then such excess unredeemed  Redemption  Request(s) (subject in the
case of the $25,000  limitation  to the  provisions  of the last sentence of the
preceding  paragraph)  will be  applied  to  successive  periods in the order of
receipt for prepayment,  regardless of the number of periods  required to redeem
such interest  unless sooner  withdrawn as described  below.  An  acquisition of
Series B Notes by the Company or its  subsidiaries  other than by  redemption at
the option of any  Representative  of a deceased  Beneficial  Owner shall not be
included in the computation of either the $25,000 or two percent limitations for
any period.

A request  for  redemption  of an  interest in the Series B Notes may be made by
delivering a request to the Participant  through whom the Beneficial  Owner owns
such interest,  in form satisfactory to the Participant,  together with evidence
of  death  of  the  Beneficial   Owner  and  authority  of  the   Representative
satisfactory to the Participant and the Trustee.  A Representative of a deceased
Beneficial Owner may make the request for redemption and shall submit such other
evidence of the right to such  redemption  as the  Participant  or Trustee shall
require. The request shall specify the principal amount of the Series B Notes to
be redeemed.  A request for redemption in form  satisfactory  to the Participant
and  accompanied  by the documents  relevant to the request as described  above,
together with a certification  by the Participant  that it holds the interest on
behalf of the  deceased  Beneficial  Owner with  respect to whom the request for
redemption is being made (the  "Redemption  Request"),  shall be provided to the
Depository by a Participant  and the Depository  will forward the request to the
Trustee. Redemption Requests,  including all supporting documentation,  shall be
in form  satisfactory  to the  Trustee and no request  for  redemption  shall be
considered  validly  made  until  the  Redemption  Request  and  all  supporting
documentation,  in form satisfactory to the Trustee, shall have been received by
the Trustee.

The price to be paid by the  Company for an interest in the Series B Notes to be
redeemed  pursuant to a Redemption  Request from a deceased  Beneficial  Owner's
Representative  is one hundred  percent  (100%) of the principal  amount thereof
plus accrued but unpaid interest on the principal amount


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redeemed to the date of payment to the  Depository  of the  redemption  price of
such  interest  in  the  Series  B  Notes.  Subject  to  arrangements  with  the
Depository,  payment of the  redemption  price for an  interest  in the Series B
Notes which is to be  redeemed  shall be made to the  Depository  within 60 days
following  receipt  by the  Trustee of the  Redemption  Request,  including  all
supporting documentation, and the Series B Notes to be redeemed in the aggregate
principal amount specified in the Redemption Request submitted to the Trustee by
the Depository which is to be fulfilled in connection with such payment.

Interests in the Series B Notes held by tenants by the  entirety,  joint tenants
or tenants in common will be deemed to be held by a single  Beneficial Owner and
the death of a tenant in common,  tenant by the entirety or joint tenant will be
deemed the death of a Beneficial  Owner.  The death of a person who, during such
person's  lifetime,  was  entitled  to  substantially  all  of the  rights  of a
Beneficial Owner will be deemed the death of the Beneficial Owner, regardless of
the  recordation  of such  interest on the records of the  Participant,  if such
rights  can be  established  to the  satisfaction  of the  Participant  and  the
Trustee.  Such  interests  shall be deemed to exist in typical  cases of nominee
ownership,  ownership  under  the  Uniform  Gifts to Minors  Act or the  Uniform
Transfers  to  Minors  Act,   community   property  or  other  joint   ownership
arrangements  between  a  husband  and  wife  (including  individual  retirement
accounts or Keogh [H.R.10] plans maintained  solely by or for the decedent or by
or for the decedent and any spouse),  and trust and certain  other  arrangements
where one  person has  substantially  all of the  rights of a  Beneficial  Owner
during such person's lifetime.

Any Redemption  Request may be withdrawn upon delivery of a written  request for
such withdrawal  given to the Trustee by the Depository  prior to payment to the
Depository of the redemption price of the interest in the Series B Notes.

The Indenture contains provisions for defeasance at any time of the indebtedness
on this Security or of certain restrictive  covenants and Events of Default with
respect to this  Security,  in each case upon  compliance  by the  Company  with
certain conditions set forth therein, which provisions apply to this Security.

If an Event of Default with respect to Securities of this series shall occur and
be  continuing,  the principal of the  Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.

The  Indenture  permits,  with  certain  exceptions  as  therein  provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in aggregate  principal  amount of
the  Securities  at the time  Outstanding  of each  series to be  affected.  The
Indenture  also  contains   provisions   permitting  the  Holders  of  specified
percentages  in aggregate  principal  amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain  provisions of the Indenture and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon  such  Holder  and upon all  future  Holders  of this  Security  and of any
Security  issued upon the  registration of transfer hereof or in exchange hereof
or


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in lieu  hereof,  whether or not notation of such consent or waiver is made upon
this Security. No reference herein to the Indenture or to Supplemental Indenture
No. 6 and no provision of this Security or of the  Indenture or of  Supplemental
Indenture No. 6 shall alter or impair the  obligation  of the Company,  which is
absolute  and  unconditional,  to pay the  principal  of, and  interest on, this
Security  at the  times,  place and rate,  and in the coin or  currency,  herein
prescribed.

As provided in the  Indenture  and subject to certain  limitations  as set forth
therein and in  Supplemental  Indenture  No. 6, the transfer of this Security is
registrable on the Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and interest on this Security are payable,  duly endorsed by, or  accompanied
by a written  instrument of transfer in form  satisfactory  to the Company,  the
Trustee and the  Registrar  duly  executed by the Holder  hereof or his attorney
duly  authorized in writing,  and  thereupon one or more new  Securities of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

The  Securities  of this series are  issuable  only in  registered  form without
coupons  in  denominations  of $1,000  and any  integral  multiple  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of  this  series  of a  like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

No  service  charge  shall be made  for any such  registration  of  transfer  or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due  presentment  of this Security for  registration  of transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
person in whose name this  Security is  registered  as the owner  hereof for all
purposes,  whether or not the Security be overdue,  and neither the Company, the
Trustee nor any such agent of the  Company or the  Trustee  shall be affected by
notice to the contrary.

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

All terms used in this Security  which are defined in the  Indenture  shall have
the meanings assigned to them in the Indenture.


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                             SCHEDULE OF REDEMPTIONS

The  following  redemptions  of  interests in this Global Note have been made:

            Amount of Decrease    Principal Amount of the           Signature of
Date of     in Principal Amount   Global Note                Authorized Officer
Redemption  of this Global Note   Following Such Decrease            of Trustee