8-K

UNITED STATES
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 Report (Date of earliest event reported): November 25, 2005

Protective Life Insurance Company
(Exact name of registrant as specified in its charter)

Tennessee
(State or other jurisdiction
of incorporation) 001-31901
(Commission File Number) 63-0169720
(IRS Employer
Identification No.)

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama
(Address of principal executive offices)
35223
(Zip Code)

Registrant's telephone number, including area code: (205) 268-1000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01 Financial Statements and Exhibits

        The following documents are filed with reference to and are hereby incorporated by reference into the Registration Statement on Form S-3 (File No. 333-126757), as amended, of Protective Life Insurance Company, filed with the Securities and Exchange Commission on July 21, 2005 and amended on August 17, 2005.

(c)

Exhibits

Exhibit 5.1	Opinion of Nancy Kane, in-house counsel to Protective Life Insurance Company.
Exhibit 5.2	Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life Insurance Company, relating to Protective Life Secured Trust 2005-22.
Exhibit 5.3	Opinion of William L. McCarty, in-house counsel to Protective Life Insurance Company.
Exhibit 8	Opinion of Debevoise & Plimpton LLP (re: tax matters).
Exhibit 23.1	Consent of Nancy Kane, in-house counsel to Protective Life Insurance Company (included in Exhibit 5.1).
Exhibit 23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
Exhibit 23.3	Consent of William L. McCarty, in-house counsel to Protective Life Insurance Company (included in Exhibit 5.3).
Exhibit 23.4	Consent of Debevoise & Plimpton LLP (included in Exhibit 8).

2

SIGNATURES

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

	Protective Life Insurance Company (Registrant)
Date: November 30, 2005	By:	/s/  JUDY WILSON Name: Judy Wilson Title: Senior Vice President

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 5.1	Opinion of Nancy Kane, in-house counsel to Protective Life Insurance Company.
Exhibit 5.2	Opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life Insurance Company, relating to Protective Life Secured Trust 2005-22.
Exhibit 5.3	Opinion of William L. McCarty, in-house counsel to Protective Life Insurance Company.
Exhibit 8	Opinion of Debevoise & Plimpton LLP (re: tax matters).
Exhibit 23.1	Consent of Nancy Kane, in-house counsel to Protective Life Insurance Company (included in Exhibit 5.1).
Exhibit 23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
Exhibit 23.3	Consent of William L. McCarty, in-house counsel to Protective Life Insurance Company (included in Exhibit 5.3).
Exhibit 23.4	Consent of Debevoise & Plimpton LLP (included in Exhibit 8).

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EX-5

Exhibit 5.1

[Letterhead of Protective Life Corporation]

November 25, 2005

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, AL 35223

Re: Protective Life Insurance Company
$10,033,000.00 Callable InterNotes®

Ladies and Gentlemen:

          I am Senior Associate Counsel with Protective Life Corporation, serving as in-house counsel to Protective Life Insurance Company, a Tennessee stock life insurance company ("Protective Life"). It is my understanding that the following have been prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), by Protective Life:

(i)	a Registration Statement on Form S-3 (File No. 333-126757), as amended by Amendment No. 1 filed with the Commission on August 17, 2005 (the "Registration Statement");
(ii)	a prospectus, dated August 22, 2005, relating to secured notes;
(iii)	a prospectus supplement, dated August 22, 2005 (the "Prospectus Supplement"), as filed with the Commission pursuant to Rule 424(b)(3) of the Act and relating to secured notes referred to as InterNotes® ("InterNotes®");
(iv)	a pricing supplement, dated November 21, 2005 (the "Pricing Supplement"), as filed with the Commission pursuant to Rule 424(b)(2) of the Act and relating to the issuance and sale of its secured notes referred to as InterNotes® in the aggregate principal amount of $10,033,000.00 (the "Notes") by Protective Life Secured Trust 2005-22 (the "Trust"), pursuant to the Indenture, dated as of November 25, 2005 (the "Indenture"), entered into between the Trust and The Bank of New York, as indenture trustee.

          In connection with the delivery of this opinion, I and/or other attorneys in the legal department of Protective Life Corporation have examined and relied upon the originals, or copies certified or otherwise identified to my satisfaction, of such corporate records, documents, certificates and other instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. In all such examinations, I have assumed, without independent investigation or inquiry, the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to me as conformed or reproduction copies. I have relied as to factual matters upon, and have assumed the accuracy of, representations, statements and certificates of or from public officials and of or from officers and representatives of all persons whom I have deemed appropriate.

          Based on the foregoing, and subject to the further qualifications set forth below, I am of the opinion that:

1. The Notes are valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms.

          The foregoing opinion is limited by and subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization or moratorium laws or other similar laws relating to or affecting enforcement of creditors' rights or remedies generally; and (ii) general principles of equity (whether such principles are considered in a proceeding at law or equity), including the discretion of the court before which any proceeding may be brought, concepts of good faith, reasonableness and fair dealing, and standards of materiality.

          I express no opinion as to the effect of any Federal or state laws regarding fraudulent transfers or conveyances. I express no opinion as to the laws of any jurisdiction other than the Federal laws of the United States and the laws of the State of New York and the State of Delaware, as currently in effect. In particular (and without limiting the generality of the foregoing), I express no opinion (i) concerning the laws of any country (other than the Federal laws of the United States of America) or as to the effect of such laws (whether limiting, prohibitive or otherwise) on any of the rights or obligations of the Trust, the holders of any Notes, or any other party to or beneficiary of the Indenture or the Notes; or (ii) concerning the effect, if any, of any law of any jurisdiction (except the State of New York) in which any holder of any Notes is located that limits the rate of interest that such holder may charge or collect. I express no opin ion as to (i) judgments in currencies other than United States dollars or (ii) the perfection or priority of any security interest in the collateral securing the Trust's obligations under its Notes. I have exclusively relied, with your permission, as to all matters involving the law of the State of Delaware, upon the opinion of Richards, Layton & Finger, P.A., special Delaware counsel to Protective Life, dated today and addressed to you.

          I consent to the filing of this opinion as an exhibit to Protective Life's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement and to the use of my name under the heading "Legal Matters" in the Prospectus Supplement. In giving such consent, I do not thereby concede that I am within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ NANCY KANE

Nancy Kane

EX-5

Exhibit 5.2

[Letterhead of Richards, Layton & Finger, P.A.]

November 25, 2005

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223

Re: Protective Life Insurance Company - Series 2005-22 Notes

Ladies and Gentlemen:

We have acted as special Delaware counsel to Protective Life Insurance Company, a Tennessee corporation (the "Company"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

We have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, including the following documents:

1. The Registration Statement on Form S-3 (File No. 333-126757), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), as amended by Pre-Effective Amendment No. 1 thereto, filed with the Commission on August 17, 2005 (as so amended, the "Registration Statement");
2. The prospectus, dated August 22, 2005, relating to secured notes (the "Prospectus");
3. The prospectus supplement, dated August 22, 2005 (the "Prospectus Supplement"), filed with the Commission pursuant to Rule 424(b)(3) of the Act and relating to secured notes referred to as InterNotes^® ("InterNotes^®"), and the pricing supplement, dated November 21, 2005, filed with the Commission pursuant to Rule 424(b)(2) of the Act and relating to the issuance and sale by Protective Life Secured Trust 2005-22 (the "Trust") of $10,033,000 aggregate principal amount of its 6.000% InterNotes^® (the "Notes") pursuant to the Indenture, dated as of November 25, 2005, entered into between the Trust and The Bank of New York, as indenture trustee;
4. The Certificate of Trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the "Secretary of State") on November 21, 2005;
5. The Trust Agreement, dated as of November 21, 2005, between AMACAR Pacific Corp., as Trust Beneficial Owner and Administrator, and Wilmington Trust Company, as Delaware Trustee;
6. Funding Agreement GA-6074 dated as of November 25, 2005 (the "Funding Agreement"), entered into between the Company and the Trust;
7. A certificate of an officer of the Company, dated as of November 25, 2005, as to certain factual matters;
8. A Certificate of Compliance/Good Standing for the Company, obtained from the Department of Insurance of the State of Delaware;
9. The opinion of William L. McCarty, in-house counsel to the Company, dated November 25, 2005, as to certain matters; and
10. A Certificate of Good Standing for the Trust, dated November 23, 2005, obtained from the Secretary of State.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) the legal capacity of natural persons who are signatories to the documents examined by us, (ii) except with respect to the Funding Agreement, the due authorization, execution and delivery by all parties thereto of all documents examined by us, (iii) that each party is in compliance with all of its obligations and has satisfied all of the conditions on its part to be performed or satisfied pursuant to the Funding Agreement, (vi) that the Funding Agreement is executed and delivered in the State of Delaware, and (v) that the application of Delaware law to the Funding Agreement would not be contrary to a fundamental policy of a jurisdiction (other than the State of Delaware) which (a) would be the jurisdiction of applicable law in the absence of an effective choice of law, and (b) has a materially greater interest than Delaware in the determination of a particular issue relating to the Funding Agreement. We have not participated in the preparat ion of the Registration Statement, the Prospectus or the Prospectus Supplement and assume no responsibility for their contents.

This opinion is limited to the laws of the State of Delaware (excluding the tax and securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. We have relied upon the opinion of William L. McCarty, in-house counsel to the Company, with respect to matters of Tennessee law.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Funding Agreement constitutes a valid and binding obligation of the parties thereto, and is enforceable against the parties thereto, in accordance with its terms.

The foregoing opinion is subject to the effect upon the Funding Agreement of (i) bankruptcy, insolvency, moratorium, receivership, rehabilitation, reorganization, liquidation, fraudulent conveyance and transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), and (iii) the effect of applicable public policy on the enforceability of provisions relating to exculpation, indemnification or contribution.

We consent to the filing of this opinion with the Commission as an exhibit to the Company's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement. We hereby consent to the use of our name under the heading "Legal Matters" in the Prospectus and in the Prospectus Supplement. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder. We also consent to the reliance by Nancy Kane, in-house counsel to the Company, as to matters of Delaware law upon this opinion in connection with opinions to be rendered by her on the date hereof. Except as stated above, without prior written consent, this opinion may not be furnished or quoted to, or relied upon by any other person or entity for any purpose.

Very truly yours,

/s/ RICHARDS, LAYTON & FINGER, P.A.

WAY/TCB

EX-5

Exhibit 5.3

[Letterhead of Protective Life Corporation]

November 25, 2005

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, Alabama 35223

Re: Protective Life Insurance Company
$10,033,000.00 Callable InterNotes®
(Opinion re: Corporate Matters and Enforceability of Funding Agreement)

Ladies and Gentlemen:

          I am Senior Associate Counsel with Protective Life Corporation and have served as in-house counsel to Protective Life Insurance Company ("PLIC") in connection with the issuance by Protective Life Secured Trust 2005-22 (the "Trust") of its secured notes referred to as InterNotesÒ in the aggregate principal amount of $10,033,000.00 (the "Notes") to be secured by Funding Agreement No. GA-6074 (the "Funding Agreement") between PLIC and the Trust. The Trust was formed for the sole purpose of facilitating the issuance of the Notes. PLIC has filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (i) a Registration Statement on Form S-3 (File No. 333-126757), on July 21, 2005, as amended by Pre-Effective Amendment No. 1 thereto filed on August 17, 2005 (the "Registration Statement"); (ii) a prospectus dated August 22, 2005 relating to secured notes; (iii) a prospectus supplement dated August 22, 2005 relating to secured notes referred to as InterNotes® to be sold to retail investors (the "Prospectus Supplement"); and (iv) a pricing supplement dated November 21, 2005 rela ting to the issuance of the Notes.

          In order to provide this Opinion, I and/or other attorneys in whom I have confidence have examined and are familiar with, among other things, the following:

          a.     A Certificate of Existence for PLIC issued by the Secretary of State of Tennessee and dated November 18, 2005;

          b.     A Certificate of Compliance issued by the Commissioner of Commerce and Insurance of the State of Tennessee to PLIC dated November 7, 2005 (the "Certificate of Compliance");

          c.     A copy of the 2002 Amended and Restated Charter of PLIC, certified by the Tennessee Secretary of State on November 2, 2005;

          d.      The Funding Agreement;

          e.     The fully executed Closing Instrument dated November 25, 2005 relating to the issuance of the Notes incorporating the Cross-Receipt; and

          f.     The Selling Agent Agreement, dated November 21, 2005, relating to the issuance of the Notes, by and among the Trust, PLIC and the agents specified therein, including the Standard Selling Agent Agreement Terms dated as of July 21, 2005, and the related Administrative Procedures (the "Selling Agent Agreement").

          I have also examined such certificates and other documents and instruments, researched such questions of law, and examined such government records in Tennessee as I have reasonably considered necessary or appropriate for the purpose of delivering this Opinion. In rendering this Opinion, I have assumed the due authorization, execution and delivery of all documents by the parties thereto, other than as to the authorization, execution and delivery of the Funding Agreement by PLIC, and the conformity to authentic, original documents of all documents submitted to me as certified, conformed or photostatic copies.

          Based on the foregoing and subject to the assumptions, qualifications and exceptions set forth herein, I am of the opinion that:

          1.     PLIC was redomesticated from the State of Alabama to the State of Tennessee in 1992 and is duly incorporated, validly existing and in good standing under the laws of the State of Tennessee.

          2.     PLIC is duly licensed under the insurance laws of Tennessee.

          3.     PLIC has full corporate power and authority to execute and deliver, and to perform its obligations under, the Funding Agreement. PLIC has duly authorized, executed and delivered the Funding Agreement. If the Funding Agreement was governed by Tennessee law (rather than Delaware law, which is specified as the governing law in the Funding Agreement), the Funding Agreement would, under Tennessee law, constitute a valid and legally binding obligation of PLIC, enforceable against PLIC in accordance with its terms.

          4.     To the best of my knowledge, no order, consent, permit or approval of any Tennessee court or Tennessee governmental authority having jurisdiction over PLIC is required for the execution, delivery and performance by PLIC of the Selling Agent Agreement or the Funding Agreement that has not already been obtained.

          The foregoing opinions are subject to and expressly limited by the following assumptions, qualifications and limitations, in addition to those previously set forth:

          (i)     The opinion that PLIC is duly licensed under the insurance laws of Tennessee is based solely upon the Certificate of Compliance.

          (ii)     The opinion that the Funding Agreement constitutes a valid, legally binding and enforceable obligation is further qualified to the extent that: (a) the agreement is subject to and may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity and the discretion of courts applying equitable principles regardless of whether such enforcement is considered in a proceeding in equity or at law; (b) certain rights, remedies and waivers contained in the agreement may be limited or rendered ineffective by applicable Tennessee laws or judicial decisions; however, such laws and judicial decisions do not render the agreement invalid as a whole, and there exist, in the agreement or pursuant to applicable law, legally adequate remedies to realize the principal benefits and secu rity reasonably intended to be provided by the agreement; and (c) I express no opinion as to usury. With respect to usury, it is my understanding that the rate to be provided for in the Funding Agreement is substantially lower than Tennessee's usury limit, which, in general terms, is the prime rate plus four percentage points (4%), with a maximum of twenty-four percent (24%). A brief summary of the pertinent portions of Tennessee's general usury statutes is attached hereto as Exhibit A.

          (iii)     All references in this Opinion to facts based upon my "knowledge" refer solely to my current, actual knowledge, acquired during the course of the representation described in the introductory paragraph of this letter and to the knowledge of those attorneys in the legal department of Protective Life Corporation who have rendered advice or legal services in connection with such representation.

          (iv)     I express no opinion herein other than as to the law of the State of Tennessee.

          This Opinion is rendered as of the date hereof, and I assume no obligation to advise you of any change hereafter occurring in circumstances touching or concerning the transaction which is the subject of this Opinion, including any changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to my attention.

          This Opinion is provided to you in connection with the transactions described above. I consent to reliance by Richards, Layton & Finger, P.A. upon this Opinion as to matters of Tennessee law in connection with opinions to be rendered by it on the date hereof. I consent to the filing of this Opinion as an exhibit to PLIC's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement and to the use of my name under the heading "Legal Matters" in the Prospectus Supplement. In giving such consent, I do not hereby concede that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ WILLIAM L. MCCARTY

William L. McCarty

EXHIBIT A

        Tennessee Code Annotated sections ("T.C.A. §§") 47-14-101 through 15-104, define and limit interest as well as loan charges, commitment fees and brokerage commissions and sets forth penalties and procedures for addressing violations of those limits. In a complex series of provisions, the usury statutes limit contractual interest (other than on single payment loans of $1000 or less) to prime plus four percentage points, based on the weekly average prime published by the Board of Governors of the Federal Reserve. However, the date on which changes in the applicable formula rate become operative depends on whether rates are rising or falling, with increases taking effect immediately upon the Federal Reserve's publication of the rate while decreases are not operative until seven days after publication of the new effective rate in the Tennessee Administrative Register, which is published on the 15th of each month (or if a weekend or holiday, then on the preceding business day) and which bases the maximum rate on the weekly average prime rate published in the first Federal Reserve publication in the particular month. T.C.A. § 47-14-102 contains pertinent definitions in subsections (2), (5) and (6), as follow:

 . . . .


(2)

"Applicable formula rate" at any given time is the greater of:


(A)

The "formula rate" in effect at such time; or


(B)

The "formula rate" last published in the Tennessee Administrative Register prior to such time, pursuant to § 47-14-105;


 . . . .




(5)

"Effective rate of interest" is the simple rate of interest, i.e., the ratio between the interest payable on an obligation and the principal for a period of time, including the result of converting compound, discount, add-on, or other nominal rates of interest into simple rates of interest;


(6)

"Formula rate" means an annual rate of interest four (4) percentage points above the average prime loan rate (or the average short-term business loan rate, however denominated) for the most recent week for which such an average rate has been published by the board of governors of the Federal Reserve System, or twenty-four percent (24%) per annum, whichever is less; . . . .

        Section 47-14-103, entitled "Maximum effective rates generally" provides as follows (emphasis added):

Except as otherwise expressly provided by this chapter or by other statutes, the maximum effective rates of interest are as follows:


(1)

For all transactions in which provisions of other statutes fix a maximum effective rate of interest for particular categories of creditors, lenders, or transactions, the rate so fixed;


(2)

For all written contracts, including obligations issued by or on behalf of the state of Tennessee, any county, municipality, or district in the state, or any agency, authority, branch, bureau, commission, corporation, department, or instrumentality thereof, signed by the party to be charged, and not subject to subdivision (1), the applicable formula rate; and


(3)

For all other transactions, ten percent (10%) per annum.

        The timing of increases and deceases, as mentioned above, is dependent on T.C.A. § 47-14-105, entitled "Announcement and publication of formula rates - Reliance thereon," which provides in pertinent part as follows:

(a)

Upon the publication by the board of governors of the Federal Reserve System of the average prime loan rate, as described in § 47-14-102, the commissioner of financial institutions shall:


 . . . .

(3)

Cause to be published in the Tennessee Administrative Register the formula rate as determined by the average prime loan rate first published during each calendar month.


(b)

In contracting for interest pursuant to the provisions of § 47-14-103(2), any person shall be entitled to rely upon the formula rate thus announced or published by the commissioner; provided, that a formula rate shall not be deemed to have been published until seven (7) days have elapsed following the publication date stated in the issue of the Tennessee Administrative Register containing the announcement of such formula rate.

        T.C.A. § 47-14-106(1) permits the parties to contract for a fixed rate permissible at the time the loan contract is executed, at the time the loan is made, at the time the loan is converted from a variable rate to a fixed rate or from one fixed rate to another, at the time of any renewal or extension of the loan or any combination of the foregoing. Subsection (2) of § 47-14-106 provides for a contractual variable rate equal to the greater of the rate authorized at the time of the variance or at the time of execution of the contract or the note evidencing the indebtedness:

47-14-106. Contracts for applicable formula rates of interest.

Contracts to which the applicable formula rate provided in § 47-14-103(2) applies may provide for the payment of a fixed rate of interest, a variable rate of interest or any combination of fixed and variable rates in any sequence, subject to the provisions of this section.


(1)

A contract may provide for a fixed rate of interest:


(A)

Permissible at the time the contract to make the loan is executed;


(B)

Permissible at the time the loan is made;


(C)

Permissible at the time the interest rate on the loan is converted from a variable to a fixed rate, or from one fixed rate to another fixed rate, whether such conversion is by terms of the contract or by renewal, modification, extension or otherwise;


(D)

Permissible at the time of any renewal or extension of the loan or any note evidencing the loan; or


(E)

Permissible by virtue of any combination of any of the foregoing.


(2)

A contract may provide for a rate of interest that may vary from time to time at such regular or irregular intervals as may be agreed by the parties; provided, that such variable rate shall not exceed the greater of:


(A)

That authorized by statute at the agreed time of each variance; or


(B)

That authorized at the time of execution of the contract or note evidencing the indebtedness upon which such variable rate is or is to be charged;


(3)

The parties may agree to a minimum fixed rate of interest to be applicable to a rate which is or may become otherwise variable; provided, that such agreed minimum fixed rate of interest does not exceed the rate permitted at the time the contract to make the loan is executed, or at the time the note is executed, or at the time of any renewal or extension thereof, whichever is greater.

EX-8

Exhibit 8

[Letterhead of Debevoise & Plimpton LLP]

November 25, 2005

Protective Life Insurance Company
2801 Highway 280 South
Birmingham, AL 35223

Protective Life Insurance Company
$10,033,000 6.000% Callable InterNotes®

Ladies and Gentlemen:

We have acted as special United States tax counsel to Protective Life Insurance Company, a Tennessee stock life insurance company ("Protective Life"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), by Protective Life, of (i) a Registration Statement on Form S-3 (File No. 333-126757), as amended by Amendment No. 1 filed with the Commission on August 17, 2005 (the "Registration Statement"), (ii) a prospectus, dated August 22, 2005 (the "Prospectus"), relating to secured notes, as filed with the Commission pursuant to Rule 424(b)(3) of the Act, (iii) a prospectus supplement, dated August 22, 2005, as filed with the Commission pursuant to Rule 424(b)(3) of the Act (the "Prospectus Supplement") and relating to secured notes referred to as InterNotes® ("InterNotes®"), and (iv) a pricing supplement, dated Novembe r 21, 2005 (the "Pricing Supplement"), as filed with the Commission pursuant to Rule 424(b)(2) of the Act and relating to the issuance and sale of $10,033,000 6.000% Callable InterNotes® (the "Notes") by Protective Life Secured Trust 2005-22 (the "Trust"), pursuant to the Indenture, dated as of November 25, 2005 (the "Indenture"), entered into between the Trust and The Bank of New York, as indenture trustee.

In furnishing this opinion letter, we have reviewed, and participated in the preparation of (i) the Registration Statement, the Prospectus, the Prospectus Supplement and the Pricing Supplement, (ii) the Omnibus Instrument, dated as of November 21, 2005 (the "Omnibus Instrument"), that includes (a) the Trust Agreement, dated as of November 21, 2005, entered into between AMACAR Pacific Corp. (the "Administrator") and Wilmington Trust Company (the "Trustee"), (b) the Indenture, (c) the Administrative Services Agreement, dated as of November 21, 2005, entered into between the Administrator and the Trust, and (d) the Expense and Indemnity Agreement, dated as of November 21, 2005, entered into among Protective Life, the Trustee, The Bank of New York, as indenture trustee, the Administrator and the Trust, (iii) the Funding Agreement, dated as of November 25, 2005, between Protective Life and the Trust, (iv) the Certificate of Trust, filed on November 21, 2005 by the Trustee on behal f of the Trust (the "Certificate of Trust"), (v) the Notes and (vi) such other records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In this examination, we have assumed without independent investigation or inquiry (i) the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies and (ii) full compliance with the terms of the Certificate of Trust and the Omnibus Instrument (including the agreements contained therein). We have relied as to factual matters upon, and have assumed the accuracy of, representations, statements and certificates of or from public officials and of or from officers and representatives of all persons whom we have deemed appropriate.

Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, the statements of law or legal conclusions in the discussion under the heading "Material U.S. Federal Income Tax Considerations" in the Prospectus Supplement represent our opinion as they relate to the Trust and the Notes.

Our opinion is based upon the Internal Revenue Code of 1986, as amended, treasury regulations (including proposed treasury regulations) issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change, possibly with retroactive effect. Our opinion is limited to the matters expressly stated, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Our opinion is based on facts and circumstances set forth in the Registration Statement, the Prospectus, the Prospectus Supplement, the Pricing Supplement and the other documents reviewed by us. Our opinion is rendered only as of the date hereof, and could be altered or modified by changes in facts or circumstances, events, developments, changes in the documents reviewed by us, or changes in law subsequent to the date hereof. We have not undertaken to advise you or any other person with respect to any such change subsequent to the date hereof.

We consent to the filing of this opinion letter as an exhibit to Protective Life's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement and to the use of our name under the heading "Material U.S. Federal Income Tax Considerations" in the Prospectus Supplement and under the heading "Legal Matters" in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ DEBEVOISE & PLIMPTON LLP