**Exhibit      99**

**to**

**Form      10-Q**

**of**

**Protective      Life and Annuity Insurance Company**

**for      the nine months**

**ended      September 30, 2005**

**Safe      Harbor for Forward-Looking Statements**

***The      Company is exposed to the risks of natural disasters, pandemics, malicious      and      terrorist acts that could adversely affect the Company’s      operations.***

***The      Company operates in a mature, highly competitive industry, which could limit      its      ability to gain or maintain its position in the      industry.***

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

***The      Company’s policy claims fluctuate from period to period, and actual results      could differ from its expectations.***

***The      Company’s results may be negatively affected should actual experience differ      from management’s assumptions and estimates.***

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

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

***Interest-rate      fluctuations could negatively affect the Company’s spread income or otherwise      impact its business.***

***Equity      market volatility could negatively impact the Company’s      business.***

***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.***

***Insurance      companies are highly regulated and subject to numerous legal restrictions and      regulations.***

***The      Company is exposed to potential risks from recent legislation requiring      companies to evaluate their internal control over financial      reporting.***

***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.***

***Financial      services companies are frequently the targets of litigation, including class      action litigation, which could result in substantial      judgments.***

***The      financial services industry is sometimes the target of law enforcement      investigations and the focus of increased regulatory      scrutiny.***

***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 investments are subject to market and credit      risks.***

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

***The      Company is dependent on the performance of others.***

***The      Company’s reinsurers could fail to meet assumed obligations, increase rates or      be subject to adverse developments that could affect the      Company.***

***Computer      viruses or network security breaches could affect the data processing systems      of      the Company or its business partners.***

***The      Company’s ability to grow depends in large part upon the continued availability      of capital.***

***New      accounting rules or changes to existing accounting rules could negatively impact      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.**