EXHIBIT 11

                          DIRECTORS' POWER OF ATTORNEY
 
    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors of
Protective Life Insurance Company, a Tennessee corporation, ("Company") by his
execution hereof or upon an identical counterpart hereof, does hereby constitute
and appoint John D. Johns, Nancy Kane or Jerry W. DeFoor, and each or any of
them, his true and lawful attorney-in-fact and agent, for him and in his name,
place and stead, to execute and sign the Registration Statement on Form S-6 to
be filed by the Company with respect to variable life products with the
Securities and Exchange Commission, pursuant to the provisions of the Securities
Exchange Act of 1933 and the Investment Company Act of 1940 and, further, to
execute and sign any and all pre-effective and post-effective amendments to such
Registration Statement, and to file same, with all exhibits and schedules
thereto and all other documents in connection therewith, with the Securities and
Exchange Commission and with such state securities authorities as may be
appropriate, granting unto said attorney-in-fact and agent, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes of the undersigned might or could do in person, hereby
ratifying and confirming all the acts of said attorney-in-fact and agent or any
of them which they may lawfully do in the premises or cause to be done by virtue
hereof.
 
    IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand and
seal this 25th day of April, 1997.
 
WITNESS TO ALL SIGNATURES:
 
/s/   Deborah J. Long
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Deborah J. Long
 
/s/   Drayton Nabers, Jr.               /s/   Danny L. Bentley
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Drayton Nabers, Jr.                     Danny L. Bentley
 
/s/   John D. Johns                     /s/   Richard J. Bielen
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John D. Johns                           Richard J. Bielen
 
/s/   R. Stephen Briggs                 /s/   Carolyn King
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R. Stephen Briggs                       Carolyn King
 
/s/   Ormond L. Bentley                 /s/   Jim E. Massengale
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Ormond L. Bentley                       Jim E. Massengale
 
/s/   Steven A. Schultz                 /s/   Wayne E. Stuenkel
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Steven A. Schultz                       Wayne E. Stuenkel
 
/s/   A. S. Williams III
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A. S. Williams III