**Exhibit 99(a)                                                                  to                                                               Form 10-Q                                                                  of                                             Protective Life and Annuity Insurance Company                                                          for the three months                                                       ended March 31, 2003                                              Safe Harbor for Forward-Looking Statements**

        ThePrivate Securities Litigation Reform Act of 1995 (the Act) encourages companiesto make “forward-looking statements” by creating a safe harbor toprotect the companies from securities law liability in connection withforward-looking statements. Forward-looking statements can be identified by useof words such as “expect,” “estimate,” “project,”“budget,” “forecast,” “anticipated,”“plan,” and similar expressions. Protective Life and Annuity InsuranceCompany (the Company) intends to qualify both its written and oralforward-looking statements for protection under the Act. 

        Toqualify oral forward-looking statements for protection under the Act, a readilyavailable written document must identify important factors that could causeactual results to differ materially from those in the forward-lookingstatements. The Company provides the following information to qualifyforward-looking statements for the safe harbor protection of the Act. 

        TheCompany is a stock life insurance company founded in 1978. All outstandingshares of the Company’s common stock are owned by Protective Life InsuranceCompany (Protective), which is the principal operating subsidiary of ProtectiveLife Corporation (PLC), an insurance holding company whose common stock istraded on the New York Stock Exchange under the symbol “PL”. Alloutstanding shares of the Company’s preferred stock are owned by PLC. TheCompany is authorized to transact insurance business, as an insurance company orreinsurance company, in 49 states, including New York. 

        ProtectiveLife Corporation (PLC), through its subsidiaries, operates several businesssegments. The Company, since it is licensed in the State of New York, is theentity through which PLC markets, distributes, and services insurance andannuity products in New York. As of March 31, 2003, the Company was involved inthe operations of four of PLC’s segments: the Life Marketing segment,Annuities segment, the Acquisitions segment, and the Asset Protection segment.The Company has an additional business segment which is described herein asCorporate and Other. 

        Theoperating results of companies in the insurance industry have historically beensubject to significant fluctuations. The factors which could affect theCompany’s future results include, but are not limited to, general economicconditions, certain known trends and uncertainties which are discussed morefully below. 

***The Company is exposed tothe of risks of natural disasters, malicious and terrorist acts that couldadversely affect the Company’s operations.***

        Whilethe Company has obtained insurance, implemented risk management and contingencyplans, and taken preventive measures and other precautions, no predictions ofspecific scenarios can be made nor can assurance be given that there are notscenarios that could have an adverse effect on the Company. A natural disasteror an outbreak of an easily communicable disease could adversely affect themortality or morbidity experience of the Company or its reinsurers. 

***The Company operates in amature, highly competitive industry, which could limit its ability to gain ormaintain its position in the industry.***

        Lifeand health insurance is a mature industry. In recent years, the industry hasexperienced little growth in life insurance sales, though the aging populationhas increased the demand for retirement savings products. Life and healthinsurance is a highly competitive industry. The Company encounters significantcompetition in all lines of business from other insurance companies, many ofwhich have greater financial resources than the Company, as well as competitionfrom other providers of financial services. Competition could result in, amongother things, lower sales or higher lapses of existing products. 

        Theinsurance industry is consolidating, with larger, potentially more efficientorganizations emerging from consolidation. Participants in certain of theCompany’s independent distribution channels are also consolidating intolarger organizations. Some mutual insurance companies are converting to stockownership, 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 increasetheir securities-related business or to affiliate with insurance companies maymaterially and adversely affect sales of all of the Company’s products bysubstantially increasing the number and financial strength of potentialcompetitors. 

        TheCompany’s ability to compete is dependent upon, among other things, itsability to attract and retain distribution channels to market its insurance andinvestment products, its ability to develop competitive and profitable products,its ability to maintain low unit costs, and its maintenance of strong ratingsfrom rating agencies. 

***A ratings downgrade couldadversely affect the Company’s ability to compete.***

        Ratingorganizations periodically review the financial performance and condition ofinsurers, including the Company and its insurance affiliates. A downgrade in theratings of the Company or its insurance affiliates could adversely affect theCompany’s ability to sell its products, retain existing business, andcompete for attractive acquisition opportunities. 

        Ratingorganizations assign ratings based upon several factors. While most of thefactors relate to the rated company, some of the factors relate to the views ofthe rating organization, general economic conditions, and circumstances outsidethe rated company’s control. The Company cannot predict what actions therating organizations may take, or what actions the Company may be required totake in response to the actions of the rating organizations, which couldadversely affect the Company. 

***The Company’s policyclaims fluctuate from period to period, and actual results could differ from itsexpectations.***

        TheCompany’s results may fluctuate from period to period due to fluctuationsin policy claims received by the Company. Certain of the Company’sbusinesses may experience higher claims if the economy is growing slowly or inrecession, 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, andfuture progress in the fields of health and medicine. Actual mortality,morbidity, and casualty claims could differ from expectations if actual resultsdiffer from those assumptions. 

***The Company’s resultsmay be negatively affected should actual experience differ frommanagement’s assumptions and estimates.***

        Inthe conduct of its business, the Company makes certain assumptions regarding themortality, persistency, expenses and interest rates, or other factorsappropriate to the type of business it expects to experience in future periods.These assumptions are also used to estimate the amounts of deferred policyacquisition costs, policy liabilities and accruals, and various other componentsof the Company’s balance sheet. The Company’s actual experience, aswell as changes in estimates, is used to prepare the Company’s statementsof income. 

        Thecalculations the Company uses to estimate various components of its balancesheet and statements of income are necessarily complex and involve analyzing andinterpreting large quantities of data. The Company currently employs varioustechniques for such calculations and it from time to time will develop andimplement more sophisticated administrative systems and procedures capable offacilitating the calculation of more precise estimates. 

        Assumptionsand estimates involve judgment, and by their nature are imprecise and subject tochanges and revision over time. Accordingly, the Company’s results may beaffected, positively or negatively, from time to time, by actual resultsdiffering from assumptions, by changes in estimates, and by changes resultingfrom implementing more sophisticated administrative systems and procedures thatfacilitate the calculation of more precise estimates. 

***The use of reinsuranceintroduces variability in the Company’s statements of income.***

        Thetiming of premium payments to, and receipt of expense allowances from,reinsurers may differ from the Company’s receipt of customer premiumpayments and payment of expenses. These timing differences introduce variabilityinto certain components of the Company’s statements of income, and may alsointroduce variability into the Company’s quarterly results. 

***The Company could be forcedto sell investments at a loss to cover policyholder withdrawals.***

        Manyof the products offered by the Company and its insurance affiliates allowpolicyholders and contract holders to withdraw their funds under definedcircumstances. The Company and its insurance affiliates manage their liabilitiesand configure investment portfolios so as to provide and maintain sufficientliquidity to support anticipated withdrawal demands and contract benefits andmaturities. While the Company and its insurance affiliates own a significantamount of liquid assets, a certain portion of their assets are relativelyilliquid. If the Company and its insurance affiliates experience unanticipatedwithdrawal or surrender activity, the Company could exhaust their liquid assetsand be forced to liquidate other assets, perhaps on unfavorable terms. If theCompany and its insurance affiliates are forced to dispose of assets onunfavorable terms, it could have an adverse effect on the Company’sfinancial condition. 

***Interest-rate fluctuationscould negatively affect the Company’s spread income or otherwise impact itsbusiness.***

        Significantchanges in interest rates expose insurance companies to the risk of not earninganticipated spreads between the interest rate earned on investments and thecredited interest rates paid on outstanding policies and contracts. Both risingand declining interest rates can negatively affect the Company’s spreadincome. While the Company develops and maintains asset/liability managementprograms and procedures designed to preserve spread income in rising or fallinginterest rate environments, no assurance can be given that changes in interestrates will not affect such spreads. 

        Fromtime to time, the Company has participated in securities repurchase transactionsthat have contributed to the Company’s investment income. Such transactionsinvolve some degree of risk, and no assurance can be given that suchtransactions will contribute to the Company’s investment income in thefuture. 

        Changesin interest rates may also impact our business in other ways. Lower interestrates may result in lower sales of certain of the Company’s insurance andinvestment products. In addition, certain of the Company’s insurance andinvestment products guarantee a minimum credited interest rate, and the Companycould become unable to earn its spread income should interest rates decreasesignificantly. 

        Higherinterest rates may create a less favorable environment for the origination ofmortgage loans and decrease the investment income the Company receives in theform of prepayment fees, make-whole payments, and mortgage participation income.Higher interest rates may also increase the cost of debt and other obligationshaving floating rate or rate reset provisions, and may result in lower sales ofvariable products. 

        Additionally,the Company’s asset/liability management programs and proceduresincorporate assumptions about the relationship between short-term and long-terminterest rates (i.e., the slope of the yield curve), relationships betweenrisk-adjusted and risk-free interest rates, market liquidity, and other factors.The effectiveness of the Company’s asset/liability management programs andprocedures may be negatively affected whenever actual results differ from theseassumptions. 

        Ingeneral terms, the Company’s results are improved when the yield curve ispositively sloped (i.e., when long-term interest rates are higher thanshort-term interest rates), and will be adversely affected by a flat ornegatively sloped curve. 

***Equity market volatilitycould negatively impact the Company’s business.***

        Theamount of policy fees received from variable products is affected by theperformance of the equity markets, increasing or decreasing as markets rise orfall. Equity market volatility can also affect the profitability of variableproducts in other ways. 

        Theamortization of deferred policy acquisition costs relating to variable productsand the estimated cost of providing guaranteed minimum death benefitsincorporate various assumptions about the overall performance of equity marketsover certain time periods. The rate of amortization of deferred policyacquisition costs and the estimated cost of providing guaranteed minimum deathbenefits could increase if equity market performance is worse than assumed. 

***A deficiency in theCompany’s systems could result in over or underpayments of amounts owed toor by the Company and/or errors in the Company’s critical assumptions orreported financial results.***

        Thebusiness of insurance necessarily involves the collection and dissemination oflarge amounts of data using systems operated by the Company. Examples of datacollected 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 theCompany’s internal controls, the information generated by the systems andused by the Company and/or supplied to business partners, policyholders, andothers may be incorrect and may result in an overpayment or underpayment ofamounts owed to or by the Company and/or the Company using incorrect assumptionsin its business decisions or financial reporting. 

***Insurance companies arehighly regulated.***

        TheCompany and its insurance affiliates are subject to government regulation ineach of the states in which they conduct business. Such regulation is vested instate agencies having broad administrative power dealing with many aspects ofthe insurance business, which may include premium rates, marketing practices,advertising, policy forms, and capital adequacy, and is concerned primarily withthe protection of policyholders rather than share owners. From time to time,regulators raise issues during examinations or audits of the Company and itsinsurance affiliates that could, if determined adversely, have a material impacton the Company, and the Company cannot predict whether or when regulatoryactions may be taken that could adversely affect the Company or its operations. 

        TheCompany and its insurance affiliates may be subject to regulation by the UnitedStates Department of Labor when providing a variety of products and services toemployee benefit plans governed by the Employment Retirement Income Security Act(ERISA). Severe penalties are imposed for breach of duties under ERISA. 

        Certainpolicies, contracts, and annuities offered by the Company and its insuranceaffiliates are subject to regulation under the federal securities lawsadministered by the Securities and Exchange Commission. The federal securitieslaws contain regulatory restrictions and criminal, administrative, and privateremedial provisions. 

        Othertypes of regulation that could affect the Company and its insurance affiliates includeinsurance company investment laws and regulations, state statutory accountingpractices, state anti-trust laws, and minimum solvency requirements. The Companycannot predict what form any future changes in these or other areas ofregulation affecting the insurance industry might take or what effect, if any,such proposals might have on the Company if enacted into law. 

***Changes to tax law orinterpretations or existing tax law could adversely affect the Company and itsability to compete with non-insurance products or reduce the demand for certaininsurance products.***

        Underthe Internal Revenue Code of 1986, as amended, income tax payable bypolicyholders on investment earnings is deferred during the accumulation periodof certain life insurance and annuity products. This favorable tax treatment maygive certain of the Company’s products a competitive advantage over othernon-insurance products. To the extent that the Internal Revenue Code is revisedto reduce the tax-deferred status of life insurance and annuity products, or toincrease the tax-deferred status of competing products, all life insurancecompanies, including the Company and its insurance affiliates, would beadversely affected with respect to their ability to sell such products, and,depending upon grandfathering provisions, the surrenders of existing annuitycontracts and life insurance policies. For example, changes in laws orregulations could restrict the ability of some companies to purchase certaincorporate or bank-owned life insurance products. Additionally, changes in taxlaw based on recent proposals to reduce or eliminate federal income tax oncorporate dividends and to establish new tax advantaged retirement and lifesavings plans could, if enacted, reduce the tax advantage of investing incertain life insurance or annuity products. In addition, life insurance productsare often used to fund estate tax obligations. Legislation has recently beenenacted that would, over time, reduce and eventually eliminate the estate tax.If the estate tax is significantly reduced or eliminated, the demand for certainlife insurance products could be adversely affected. Additionally, the Companyis subject to the federal corporation income tax. The Company cannot predictwhat changes to tax law or interpretations of existing tax law that couldadversely affect the Company. 

***Financial servicescompanies are frequently the targets of litigation, including class actionlitigation, which could result in substantial judgments.***

        Anumber of civil jury verdicts have been returned against insurers,broker-dealers, and other providers of financial services involving salespractices, alleged agent misconduct, failure to properly superviserepresentatives, relationships with agents or other persons with whom theinsurer does business and other matters. Increasingly these lawsuits haveresulted in the award of substantial judgments that are disproportionate to theactual damages, including material amounts of punitive non-economic compensatorydamages. In some states, juries, judges, and arbitrators have substantialdiscretion in awarding punitive and non-economic compensatory damages, whichcreates the potential for unpredictable material adverse judgments or awards inany given lawsuit or arbitration. Arbitration awards are subject to very limitedappellate review. In addition, in some class action and other lawsuits,companies have made material settlement payments. The Company, like otherfinancial services companies, in the ordinary course of business is involved insuch litigation and arbitration. The Company cannot predict the outcome of anysuch litigation or arbitration. 

***The Company’s abilityto maintain low unit costs is dependent upon the level of new sales andpersistency of existing business.***

        TheCompany’s ability to maintain low unit costs is dependent upon the level ofnew sales and persistency (continuation or renewal) of existing business. Adecrease in sales or persistency without a corresponding reduction in expensesmay result in higher unit costs. 

        Additionally,a decrease in persistency may result in higher or more rapid amortization ofdeferred policy acquisition costs and lower reported earnings. Although many ofthe Company’s products contain surrender charges, the charges decrease overtime and may not be sufficient to cover the unamortized deferred policyacquisition costs with respect to the insurance policy or annuity contract beingsurrendered. Some of the Company’s products do not contain surrender chargefeatures and such products can be surrendered or exchanged without penalty. Adecrease in persistency may also result in higher claims. 

***The Company’sinvestments are subject to market and credit risks.***

        TheCompany’s invested assets and derivative financial instruments are subjectto customary risks of credit defaults and changes in market values. The value ofthe Company’s commercial mortgage loan portfolio depends in part on thefinancial condition of the tenants occupying the properties which the Companyhas financed. Factors that may affect the overall default rate on, and marketvalue 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 affectingthe businesses of individual borrowers and tenants. 

***The Company may not realizeits anticipated financial results from its acquisitions strategy.***

        TheCompany’s acquisitions have increased its earnings in part by allowing theCompany to enter new markets and to position itself to realize certain operatingefficiencies. There can be no assurance, however, that suitable acquisitions,presenting opportunities for continued growth and operating efficiencies, orcapital to fund acquisitions will continue to be available to the Company, orthat the Company will realize the anticipated financial results from itsacquisitions. 

        Additionally,in connection with its acquisitions, the Company assumes or otherwise becomesresponsible for the obligations of policies and other liabilities of otherinsurers. Any regulatory, legal, financial, or other adverse developmentaffecting the other insurer could also have an adverse effect on the Company. 

***The Company is dependent onthe performance of others.***

        TheCompany’s results may be affected by the performance of others because theCompany has entered into various arrangements involving other parties. Forexample, most of the Company’s products are sold through independentdistribution channels and variable annuity deposits are invested in fundsmanaged by third parties. Additionally, the Company’s operations aredependent on various technologies some of which are provided and/or maintainedby other parties. 

        Certainof these other parties may act on behalf of the Company or represent the Companyin various capacities. Consequently, the Company may be held responsible forobligations that arise from the acts or omissions of these other parties. 

        Aswith all financial services companies, its ability to conduct business isdependent upon consumer confidence in the industry and its products. Actions ofcompetitors, and financial difficulties of other companies in the industry,could undermine consumer confidence and adversely affect retention of existingbusiness and future sales of the Company’s insurance and investmentproducts. 

***Our reinsurers could failto meet assumed obligations, increase rates or be subject to adversedevelopments that could affect the Company.***

        TheCompany and its insurance affiliates cede material amounts of insurance andtransfer related assets to other insurance companies through reinsurance. TheCompany may enter into third party reinsurance arrangements under which theCompany will rely on the third party to collect premiums, pay claims, and/orperform customer service functions. However, notwithstanding the transfer ofrelated assets or other issues, the Company remains liable with respect to cededinsurance should any reinsurer fail to meet the obligations assumed by it. 

        Thecost of reinsurance is, in some cases, reflected in the premium rates charged bythe Company. Under certain reinsurance agreements, the reinsurer may increasethe rate it charges the Company for the reinsurance, though the Company does notanticipate increases to occur. Therefore, if the cost of reinsurance were toincrease or if reinsurance were to become unavailable, or if a reinsurer shouldfail to meet its obligations, the Company could be adversely affected. 

        Recently,certain commentators on the insurance industry have speculated that reinsurancemight become more costly or less available in the future, which could have anegative effect on the Company’s ability to compete. 

***Computer viruses couldaffect the data processing systems of the Company or its business partners.***

        Acomputer virus could affect the data processing systems of the Company or itsbusiness partners, destroying valuable data or making it difficult to conducttheir business. 

**        Forward-lookingstatements express expectations of future events and/or results. Allforward-looking statements are inherently uncertain as they are based on variousexpectations and assumptions concerning future events and they are subject tonumerous known and unknown risks and uncertainties which could cause actualevents or results to differ materially from those projected. Due to theseinherent uncertainties, investors are urged not to place undue reliance onforward-looking statements. In addition, the Company undertakes no obligation toupdate or revise forward-looking statements to reflect changed assumptions, theoccurrence of unanticipated events, or changes to projections over time.**