**Exhibit
99**
 **to**
 **Form
10-Q**
 **of**
 **Protective
Life and Annuity Insurance Company**
 **for
the three months**
 **ended
March 31, 2005**
 
 
 **Safe
Harbor for Forward-Looking Statements**
 
 
 The
Private Securities Litigation Reform Act of 1995 (the “Act”) encourages
companies to make “forward-looking statements” by creating a safe harbor to
protect the companies from securities law liability in connection with
forward-looking statements. All statements are based on future expectations
rather than on historical facts and forward-looking statements. Forward-looking
statements can be identified by use of words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “plan,” and similar expressions.
Protective Life and Annuity Insurance Company (the Company) intends to qualify
both its written and oral forward-looking statements for protection under the
Act.
 
 To
qualify oral forward-looking statements for protection under the Act, a readily
available written document must identify important factors that could cause
actual results to differ materially from those in the forward-looking
statements. The Company provides the following information to qualify
forward-looking statements for the safe harbor protection of the
Act.
 
 The
Company is a stock life insurance company founded in 1978. All outstanding
shares of the Company’s common stock are owned by Protective Life Insurance
Company (Protective), which is the principal operating subsidiary of Protective
Life Corporation (PLC), an insurance holding company whose common stock is
traded on the New York Stock Exchange under the symbol "PL". All outstanding
shares of the Company’s preferred stock are owned by PLC. The Company is
authorized to transact insurance business, as an insurance company or
reinsurance company, in 49 states, including New York.
 
 PLC,
through its subsidiaries, operates several business segments. The Company, since
it is licensed in the State of New York, is the entity through which PLC
markets, distributes, and services insurance and annuity products in New York.
As of March 31, 2005, the Company was involved in the operations of four of
PLC’s segments: the Life Marketing segment, the Acquisitions segment, the Asset
Protection segment, and the Annuities segment. The Company has an additional
business segment which is described herein as Corporate and Other.
 
 The
operating results of companies in the insurance industry have historically been
subject to significant fluctuations. The factors which could affect the
Company’s future results include, but are not limited to, general economic
conditions and the known trends and uncertainties which are discussed more fully
below.
 
 ***The
Company is exposed to the risks of natural disasters, malicious and terrorist
acts that could adversely affect the Company’s
operations.***
 
 While the
Company has obtained insurance, implemented risk management and contingency
plans, and taken preventive measures and other precautions, no predictions of
specific scenarios can be made nor can assurance be given that there are not
scenarios that could have an adverse effect on the Company. A natural disaster
or an outbreak of an easily communicable disease could adversely affect the
mortality or morbidity experience of the Company or its reinsurers.
 
 ***The
Company operates in a mature, highly competitive industry, which could limit its
ability to gain or maintain its position in the
industry.***
 
 Life and
health insurance is a mature industry. In recent years, the industry has
experienced little growth in life insurance sales, though the aging population
has increased the demand for retirement savings products. Life and health
insurance is a highly competitive industry. The Company encounters significant
competition in all lines of business from other insurance companies, many of
which have greater financial resources than the Company, as well as competition
from other providers of financial services. Competition could result in, among
other things, lower sales or higher lapses of existing products.
 
 The
insurance industry is consolidating, with larger, potentially more efficient
organizations emerging from consolidation. Participants in certain of the
Company’s independent distribution channels are also consolidating into larger
organizations. Some mutual insurance companies are converting to stock
ownership, which will give them greater access to capital markets. Additionally,
commercial banks, insurance companies, and investment banks may now combine,
provided certain requirements are satisfied. The ability of banks to increase
their securities-related business or to affiliate with insurance companies may
materially and adversely affect sales of all of the Company’s products by
substantially increasing the number and financial strength of potential
competitors.
 
 The
Company’s ability to compete is dependent upon, among other things, its ability
to attract and retain distribution channels to market its insurance and
investment products, its ability to develop competitive and profitable products,
its ability to maintain low unit costs, and its maintenance of strong ratings
from rating agencies.
 
 ***A
ratings downgrade could adversely affect the Company’s ability to
compete.***
 
 Rating
organizations periodically review the financial performance and condition of
insurers, including the Company and its insurance affiliates. In recent years,
downgrades of insurance companies have occurred with increasing frequency. A
downgrade in the rating of the Company or its insurance affiliates could
adversely affect the Company’s ability to sell its products, retain existing
business, and compete for attractive acquisition opportunities. Specifically, a
ratings downgrade would materially harm the Company’s ability to sell certain
products, including guaranteed investment products and funding
agreements.
 
 Rating
organizations assign ratings based upon several factors. While most of the
factors relate to the rated company, some of the factors relate to the views of
the rating organization, general economic conditions and circumstances outside
the rated company’s control. In addition, rating organizations use various
models and formulas to assess the strength of a rated company, and from time to
time rating organizations have, in their discretion, altered the models. Changes
to the models could impact the rating organizations’ judgment of the rating to
be assigned to the rated company. The Company cannot predict what actions the
rating organizations may take, or what actions the Company may be required to
take in response to the actions of the rating organizations, which could
adversely affect the Company.
 
  
  ***The
Company’s policy claims fluctuate from period to period, and actual results
could differ from its expectations.***
 
 The
Company’s results may fluctuate from period to period due to fluctuations in
policy claims received by the Company. Certain of the Company’s businesses may
experience higher claims if the economy is growing slowly or in recession, or
equity markets decline.
 
 Mortality,
morbidity, and casualty expectations incorporate assumptions about many factors,
including for example, how a product is distributed, persistency and lapses, and
future progress in the fields of health and medicine, and the projected level of
used vehicle values. Actual mortality, morbidity, the projected level of used
vehicle values, and casualty claims could differ from expectations if actual
results differ from those assumptions. In addition, continued activity in the
life settlement industry could have an adverse impact on the Company’s level of
persistency and lapses.
 
 ***The
Company’s results may be negatively affected should actual experience differ
from management’s assumptions and estimates.***
 
 In the
conduct of business, the Company makes certain assumptions regarding the
mortality, persistency, expenses and interest rates, or other factors
appropriate to the type of business it expects to experience in future periods.
These assumptions are also used to estimate the amounts of deferred policy
acquisition costs, policy liabilities and accruals, future earnings, and various
components of the Company’s balance sheet. The Company’s actual experience, as
well as changes in estimates, are used to prepare the Company’s statements of
income.
 
 The
calculations the Company uses to estimate various components of its balance
sheet and statements of income are necessarily complex and involve analyzing and
interpreting large quantities of data. The Company currently employs various
techniques for such calculations and it from time to time will develop and
implement more sophisticated administrative systems and procedures capable of
facilitating the calculation of more precise estimates.
 
 Assumptions
and estimates involve judgment, and by their nature are imprecise and subject to
changes and revision over time. Accordingly, the Company’s results may be
affected, positively or negatively, from time to time, by actual results
differing from assumptions, by changes in estimates, and by changes resulting
from implementing more sophisticated administrative systems and procedures that
facilitate the calculation of more precise estimates.
 
 ***The
use of reinsurance introduces variability in the Company’s statements of
income.***
 
 The
timing of premium payments to, and receipt of expense allowances from,
reinsurers may differ from the Company’s receipt of customer premium payments
and incurrence of expenses. These timing differences introduce variability in
certain components of the Company’s statements of income, and may also introduce
variability in the Company’s quarterly results.
 
 ***The
Company could be forced to sell investments at a loss to cover policyholder
withdrawals.***
 
 Many of
the products offered by the Company and its insurance affiliates allow
policyholders and contract holders to withdraw their funds under defined
circumstances. The Company and its insurance affiliates manage their liabilities
and configure their investment portfolios so as to provide and maintain
sufficient liquidity to support anticipated withdrawal demands and contract
benefits and maturities. While the Company and its life insurance affiliates own
a significant amount of liquid assets, a certain portion of their assets are
relatively illiquid. If the Company and its insurance affiliates experience
unanticipated withdrawal or surrender activity, the Company could exhaust their
liquid assets and be forced to liquidate other assets, perhaps on unfavorable
terms. If the Company and its insurance affiliates are forced to dispose of
assets on unfavorable terms, it could have an adverse effect on the Company’s
financial condition.
 
 ***Interest-rate
fluctuations could negatively affect the Company’s spread income or otherwise
impact its business.***
 
 Significant
changes in interest rates expose insurance companies to the risk of not earning
anticipated spreads between the interest rate earned on investments and the
credited interest rates paid on outstanding policies and contracts. Both rising
and declining interest rates can negatively affect the Company’s spread income.
While the Company develops and maintains asset/liability management programs and
procedures designed to preserve spread income in rising or falling interest rate
environments, no assurance can be given that changes in interest rates will not
affect such spreads.
 
 From time
to time, the Company has participated in securities repurchase transactions that
have contributed to the Company’s investment income. Such transactions involve
some degree of risk that the counterparty may fail to perform its obligations to
pay amounts owed and the collateral has insufficient value to satisfy the
obligation. No assurance can be given that such transactions will continue to be
entered into and contribute to the Company’s investment income in the
future.
 
 Changes
in interest rates may also impact its business in other ways. Lower interest
rates may result in lower sales of certain of the Company’s insurance and
investment products. In addition, certain of the Company’s insurance and
investment products guarantee a minimum credited interest rate, and the Company
could become unable to earn its spread income should interest rates decrease
significantly.
 
 Higher
interest rates may create a less favorable environment for the origination of
mortgage loans and decrease the investment income the Company receives in the
form of prepayment fees, make-whole payments, and mortgage participation income.
Higher interest rates may also increase the cost of debt and other obligations
having floating rate or rate reset provisions and may result in lower sales of
variable products.
 
 Additionally,
the Company’s asset/liability management programs and procedures incorporate
assumptions about the relationship between short-term and long-term interest
rates (i.e., the slope of the yield curve) and relationships between
risk-adjusted and risk-free interest rates, market liquidity, and other factors.
The effectiveness of the Company’s asset/liability management programs and
procedures may be negatively affected whenever actual results differ from these
assumptions.
 
 In
general terms, the Company’s results are improved when the yield curve is
positively sloped (i.e., when long-term interest rates are higher than
short-term interest rates), and will be adversely affected by a flat or
negatively sloped curve.
 
 ***Equity
market volatility could negatively impact the Company’s
business.***
 
 The
amount of policy fees received from variable products is affected by the
performance of the equity markets, increasing or decreasing as markets rise or
fall. Equity market volatility can also affect the profitability of variable
products in other ways.
 
 The
amortization of deferred policy acquisition costs relating to variable products
and the estimated cost of providing guaranteed minimum death benefits
incorporate various assumptions about the overall performance of equity markets
over certain time periods. The rate of amortization of deferred policy
acquisition costs and the estimated cost of providing guaranteed minimum death
benefits could increase if equity market performance is worse than
assumed.
 
 ***A
deficiency in the Company’s systems could result in over or underpayments of
amounts owed to or by the Company and/or errors in the Company’s critical
assumptions or reported financial results.***
 
 The
business of insurance necessarily involves the collection and dissemination of
large amounts of data using systems operated by the Company. Examples of data
collected and analyzed include policy information, policy rates, expenses,
mortality and morbidity experience. To the extent that data input errors,
systems errors, or systems failures are not identified and corrected by the
Company’s internal controls, the information generated by the systems and used
by the Company and/or supplied to business partners, policyholders, and others
may be incorrect and may result in an overpayment or underpayment of amounts
owed to or by the Company and/or the Company using incorrect assumptions in its
business decisions or financial reporting.
 
 ***Insurance
companies are highly regulated and subject to numerous legal restrictions and
regulations.***
 
 The
Company and its insurance affiliates are subject to government regulation in
each of the states in which they conduct business. Such regulation is vested in
state agencies having broad administrative power dealing with many aspects of
the Company’s business, which may include, among other things, premium rates,
reserve requirements, marketing practices, advertising, privacy, policy forms,
reinsurance reserve requirement, and capital adequacy, and is concerned
primarily with the protection of policyholders and other customers rather than
share owners. At any given time, a number of financial and/or market conduct
examinations of the Company or its insurance affiliates is ongoing. The Company
is required to obtain state regulatory approval for rate increases for certain
health insurance products, and the Company’s profits may be adversely affected
if the requested rate increases are not approved in full by regulators in a
timely fashion. From time to time, regulators raise issues during examinations
or audits of the Company and its insurance affiliates that could, if determined
adversely, have a material impact on the Company. The Company cannot predict
whether or when regulatory actions may be taken that could adversely affect the
Company or its operations. In addition, the interpretations of regulations by
regulators may change and statutes may be enacted with retroactive impact,
particularly in areas such as health insurance and accounting or reserve
requirements. For example, the NAIC has been debating whether changes should be
made to Actuarial Guideline 38, which interprets the reserve requirements
for universal life insurance with secondary guarantees, and, if so, whether any
such changes should be made retroactively.
 
 The
Company and its insurance affiliates may be subject to regulation by the United
States Department of Labor when providing a variety of products and services to
employee benefit plans governed by the Employee Retirement Income Security Act
(ERISA). Severe penalties are imposed for breach of duties under
ERISA.
 
 Certain
policies, contracts, and annuities offered by the Company and its insurance
affiliates are subject to regulation under the federal securities laws
administered by the Securities and Exchange Commission. The federal securities
laws contain regulatory restrictions and criminal, administrative, and private
remedial provisions.
  
  Other
types of regulation that could affect the Company and its insurance affiliates
include insurance company investment laws and regulations, state statutory
accounting practices, anti-trust laws, minimum solvency requirements, state
securities laws, federal privacy laws, federal money laundering and
anti-terrorism laws, and because the Company’s insurance affiliates own and
operate real property state, federal and local environmental laws. The Company
cannot predict what form any future changes in these or other areas of
regulation affecting the insurance industry might take or what effect, if any,
such proposals might have on the Company if enacted into law.
 
 ***The
Company is exposed to potential risks from recent legislation requiring
companies to evaluate their internal control over financial
reporting.***
 
 Under
Section 404 of the Sarbanes Oxley Act of 2002, effective at year-end 2004,
management is required to assess the effectiveness of PLC’s internal control
over financial reporting. PLC’s auditors are required to attest to and report on
management’s assessment. Section 404 of the Sarbanes Oxley Act of 2002 will
be effective for the Company at year-end 2006. Implementation guidance has been
issued by the Public Company Accounting Oversight Board (PCAOB) and the
SEC. The Company has limited experience with this process. The Company believes
that its control environment is effective; however, it is possible that adverse
attestations with respect to the Company, other companies in the industry, or in
business in general could result in a loss of investor confidence and/or impact
the Company or the environment in which it operates.
 
 ***Changes
to tax law or interpretations of existing tax law could adversely affect the
Company and its ability to compete with non-insurance products or reduce the
demand for certain insurance products.***
 
 Under the
Internal Revenue Code of 1986, as amended (the “Code”), income tax payable by
policyholders on investment earnings is deferred during the accumulation period
of certain life insurance and annuity products. This favorable tax treatment may
give certain of the Company’s products a competitive advantage over other
non-insurance products. To the extent that the Code is revised to reduce the
tax-deferred status of life insurance and annuity products, or to increase the
tax-deferred status of competing products, all life insurance companies,
including the Company and its insurance affiliates, would be adversely affected
with respect to their ability to sell such products, and, depending upon
grandfathering provisions, would be affected by the surrenders of existing
annuity contracts and life insurance policies. For example, changes in laws or
regulations could restrict or eliminate the advantages of certain corporate or
bank-owned life insurance products. Recent changes in tax law, which have
reduced the federal income tax rates on corporate dividends in certain
circumstances, could make the tax advantages of investing in certain life
insurance or annuity products less attractive. Additionally, changes in tax law
based on proposals to establish new tax advantaged retirement and life savings
plans, if enacted, could reduce the tax advantage of investing in certain life
insurance or annuity products. In addition, life insurance products are often
used to fund estate tax obligations. Legislation has been enacted that would,
over time, reduce and eventually eliminate the estate tax. If the estate tax is
significantly reduced or eliminated, the demand for certain life insurance
products could be adversely affected. Additionally, the Company is subject to
the federal corporation income tax. The Company cannot predict what changes to
tax law or interpretations of existing tax law could adversely affect the
Company.
 
  
  ***Financial
services companies are frequently the targets of litigation, including class
action litigation, which could result in substantial
judgments.***
 
 A number
of civil jury verdicts have been returned against insurers, broker-dealers, and
other providers of financial services involving sales practices, alleged agent
misconduct, failure to properly supervise representatives, relationships with
agents or other persons with whom the insurer does business, and other matters.
Often these lawsuits have resulted in the award of substantial judgments that
are disproportionate to the actual damages, including material amounts of
punitive non-economic compensatory damages. In some states, juries, judges, and
arbitrators have substantial discretion in awarding punitive and non-economic
compensatory damages, which creates the potential for unpredictable material
adverse judgments or awards in any given lawsuit or arbitration. Arbitration
awards are subject to very limited appellate review. In addition, in some class
action and other lawsuits, companies have made material settlement
payments.
 
 Group
health coverage issued through associations has received some negative coverage
in the media as well as increased regulatory consideration and review. PLC has a
small closed block of group health insurance coverage that was issued to members
of an association; a lawsuit is currently pending against PLC in connection with
this business.
 
 The
Company, like other financial services companies, in the ordinary course of
business is involved in such litigation and arbitration. Although the Company
cannot predict the outcome of any such litigation or arbitration, the Company
does not believe that any such outcome will have a material impact on the
financial condition or results of operations of the Company.
 
 ***The
financial services industry is sometimes the target of law enforcement
investigations and the focus of increased regulatory
scrutiny.***
 
 The
financial services industry is sometimes the target of law enforcement
investigations relating to the numerous laws that govern the financial services
and insurance business. The Company cannot predict the impact of any such
investigations on the Company or the industry.
 
 The
financial services industry has recently become the focus of increased scrutiny
by regulatory and law enforcement authorities relating to allegations of
improper special payments, price-fixing, bid-rigging and other alleged
misconduct, including payments made by insurers and other financial services
providers to brokers and the practices surrounding the placement of insurance
business and sales of other financial products as well as practices related to
finite reinsurance. Such publicity may generate litigation against financial
service providers, even those who do not engage in the business lines or
practices currently at issue. It is impossible to predict the outcome of these
investigations or proceedings, whether they will expand into other areas not yet
contemplated, whether they will result in changes in insurance regulation,
whether activities currently thought to be lawful will be characterized as
unlawful, or the impact, if any, of this increased regulatory and law
enforcement scrutiny of the financial services industry on the Company. As these
inquiries appear to encompass a large segment of our industry, perhaps the
entire industry, it would not be unusual for large numbers of companies in the
financial services industry to receive subpoenas, requests for information from
regulatory authorities or other inquiries relating to these and similar matters.
From time to time, the Company receives subpoenas, requests or other inquires
and responds to them in the ordinary course of business.
 
  
  ***The
Company’s ability to maintain low unit costs is dependent upon the level of new
sales and persistency of existing business.***
 
 The
Company’s ability to maintain low unit costs is dependent upon the level of new
sales and persistency (continuation or renewal) of existing business. A decrease
in sales or persistency without a corresponding reduction in expenses may result
in higher unit costs.
 
 Additionally,
a decrease in persistency may result in higher or more rapid amortization of
deferred policy acquisition costs and thus higher unit costs, and lower reported
earnings. Although many of the Company’s products contain surrender charges, the
charges decrease over time and may not be sufficient to cover the unamortized
deferred policy acquisition costs with respect to the insurance policy or
annuity contract being surrendered. Some of the Company’s products do not
contain surrender charge features and such products can be surrendered or
exchanged without penalty. A decrease in persistency may also result in higher
claims.
 
 ***The
Company’s investments are subject to market and credit
risks.***
 
 The
Company’s invested assets and derivative financial instruments are subject to
customary risks of credit defaults and changes in market values. The value of
the Company’s commercial mortgage loan portfolio depends in part on the
financial condition of the tenants occupying the properties which the Company
has financed. Factors that may affect the overall default rate on, and market
value of, the Company’s invested assets, derivative financial instruments, and
mortgage loans include interest rate levels, financial market performance, and
general economic conditions as well as particular circumstances affecting the
businesses of individual borrowers and tenants.
 
 ***The
Company may not realize its anticipated financial results from its acquisitions
strategy.***
 
 The
Company’s acquisitions have increased its earnings in part by allowing the
Company to enter new markets and to position itself to realize certain operating
efficiencies. There can be no assurance, however, that suitable acquisitions,
presenting opportunities for continued growth and operating efficiencies, or
capital to fund acquisitions will continue to be available to the Company, or
that the Company will realize the anticipated financial results from its
acquisitions.
 
 Additionally,
in connection with its acquisitions, the Company assumes or otherwise becomes
responsible for the obligations of policies and other liabilities of other
insurers. Any regulatory, legal, financial, or other adverse development
affecting the other insurer could also have an adverse effect on the
Company.
 
 ***The
Company is dependent on the performance of others.***
 
 The
Company’s results may be affected by the performance of others because the
Company has entered into various arrangements involving other parties. For
example, most of the Company’s products are sold through independent
distribution channels, and variable annuity deposits are invested in funds
managed by third parties. Additionally, the Company’s operations are dependent
on various technologies, some of which are provided and/or maintained by other
parties.
 
 Certain
of these other parties may act on behalf of the Company or represent the Company
in various capacities. Consequently, the Company may be held responsible for
obligations that arise from the acts or omissions of these other
parties.
 
 As with
all financial services companies, its ability to conduct business is dependent
upon consumer confidence in the industry and its products. Actions of
competitors and financial difficulties of other companies in the industry could
undermine consumer confidence and adversely affect retention of existing
business and future sales of the Company’s insurance and investment
products.
 
 ***The
Company’s reinsurers could fail to meet assumed obligations, increase rates or
be subject to adverse developments that could affect the
Company.***
 
 The
Company and its insurance affiliates cede material amounts of insurance and
transfer related assets to other insurance companies through reinsurance. The
Company may enter into third-party reinsurance arrangements under which the
Company will rely on the third party to collect premiums, pay claims, and/or
perform customer service functions. However, notwithstanding the transfer of
related assets or other issues, the Company remains liable with respect to ceded
insurance should any reinsurer fail to meet the obligations assumed by
it.
 
 The
Company’s ability to compete is dependent on the availability of
reinsurance  or other
substitute capital market solutions. Premium rates charged by the Company are
based, in part, on the assumption that reinsurance will be available at a
certain cost. Under certain reinsurance agreements, the reinsurer may increase
the rate it charges for the reinsurance, though the Company does not anticipate
increases to occur with respect to existing reinsurance contracts. Therefore, if
the cost of reinsurance were to increase or if reinsurance were to become
unavailable,  or if
alternatives to reinsurance were not available to the Company, or if a reinsurer
should fail to meet its obligations, the Company could be adversely
affected.
 
 Recently,
access to reinsurance has become more costly for the Company as well as the
insurance industry in general. This could have a negative effect on the
Company’s ability to compete. In recent years, the number of life reinsurers has
decreased as the reinsurance industry has consolidated. The decreased number of
participants in the life reinsurance market results in increased concentration
risk for insurers, including the Company. In addition, going forward reinsurers
are unwilling to continue to reinsure new sales of long-term guarantee products.
If the reinsurance market further contracts, the Company’s ability to continue
to offer its products on terms as favorable as the Company would be adversely
impacted.
 
 ***Computer
viruses or network security breaches could affect the data processing systems of
the Company or its business partners.***
 
 A
computer virus could affect the data processing systems of the Company or its
business partners, destroying valuable data or making it difficult to conduct
business. In addition, despite our implementation of network security measures,
our servers could be subject to physical and electronic break-ins, and similar
disruptions from unauthorized tampering with our computer systems.
 
 ***The
Company’s ability to grow depends in large part upon the continued availability
of capital.***
 
 The
Company has recently deployed significant amounts of capital to support its
sales and acquisitions efforts. Capital has also been consumed as the Company
increased its reserves on the residual value product. Although positive
performance in the equity markets has recently allowed the Company to decrease
its GMDB related policy liabilities and accruals, deterioration in these markets
could lead to further capital consumption. Although the Company believes it has
sufficient capital to fund its immediate growth and capital needs, the amount of
capital available can vary significantly from period to period due to a variety
of circumstances, some of which are neither predictable nor foreseeable, nor
within the Company’s control. A lack of sufficient capital could impair the
Company’s ability to grow.
 
 ***New
accounting rules or changes to existing accounting rules could negatively impact
the Company.***
 
 Like all
publicly traded companies, PLC is required to comply with accounting principles
generally accepted in the United States of America (GAAP). A number of
organizations are instrumental in the development of GAAP such as the Securities
and Exchange Commission (SEC), the Financial Accounting Standards
Board (FASB), and the American Institute of Certified Public
Accountants (AICPA). GAAP is subject to constant review by these
organizations and others in an effort to address emerging issues and otherwise
improve financial reporting. In this regard, these organizations adopt new
accounting rules and issue interpretive accounting guidance on a continual
basis. PLC and the Company can give no assurance that future changes to GAAP
will not have a negative impact on the Company.
 
 In
addition, the Company is required to comply with statutory accounting
principles (SAP). SAP is subject to constant review by the NAIC and its
committees as well as state insurance departments in an effort to address
emerging issues and otherwise improve financial reporting. The Company can give
no assurance that future changes to SAP will not have a negative impact on the
Company.
 
 **Forward-looking
statements express expectations of future events and/or results. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to these
inherent uncertainties, investors are urged not to place undue reliance on
forward-looking statements. In addition, the Company undertakes no obligation to
update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events, or changes to projections over
time.**