**Exhibit 99**
**to**
**Form 10-Q**
**of**
**Protective Life and Annuity Insurance Company**
**for the three months**
**ended March 31, 2000**
**Safe Harbor for Forward-Looking Statements**

        The PrivateSecurities  Litigation  Reform Act of 1995 (the "Act")  encourages  companies tomake  "forward-looking  statements"  by  creating a safe  harbor to protect  thecompanies  from  securities  law  liability in connection  with  forward-lookingstatements. Forward-looking statements can be identified by use of words such as"expect," "estimate,"  "project," "budget," "forecast,"  "anticipated,"  "plan,"and similar  expressions.  Protective Life and Annuity  Insurance  Company ("theCompany")  intends  to  qualify  both  its  written  and  oral   forward-lookingstatements for protection under the Act.

        To qualifyoral  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.

        The Companyis a stock life insurance company founded in 1978. All outstanding shares of theCompany's   common  stock  are  owned  by  Protective  Life  Insurance   Company("Protective"),  which is the principal operating  subsidiary of Protective LifeCorporation  ("PLC"),  an insurance holding company whose common stock is tradedon the New York Stock Exchange under the symbol "PL". All outstanding  shares ofCompany's  preferred  stock are  owned by PLC.  The  Company  is  authorized  totransact insurance business,  as an insurance company or reinsurance company, in50 states, including New York.

        ProtectiveLife Corporation  ("PLC"),  through its  subsidiaries,  operates seven divisionswhose principal  strategic focuses can be grouped into three general categories:life  insurance,  specialty  insurance  products,  and  retirement  savings  andinvestment  products.  The life insurance  category  includes the  Acquisitions,Individual  Life, and West Coast  Divisions.  The specialty  insurance  productscategory  includes the Dental and Consumer  Benefits  ("Dental")  and  FinancialInstitutions Divisions.  The retirement savings and investment products categoryincludes the Stable Value Products and Investment Products Divisions.

        TheCompany,  since it is licensed in the State of New York,  is the entity  throughwhich PLC markets,  distributes,  and services insurance and annuity products inNew York.  As of March 31, 2000,  the Company was involved in the  operations offour of PLC's Divisions:  the Acquisitions  Division,  the Dental Division,  theFinancial  Institutions  Division,  and the Investment  Products  Division.  TheCompany  has an  additional  business  segment  which  is  described  herein  asCorporate and Other.

        Theoperating  results of companies in the life and health  insurance  industry havehistorically   been  subject  to  significant   fluctuations   due  to  changingcompetition,   economic  conditions,  interest  rates,  investment  performance,insurance  ratings,  and other factors.  Certain known trends and  uncertaintieswhich may  affect  future  results  of the  Company  are  discussed  more  fullybelow.

## We operate in a mature, highly competitive industry,which  could  limit  our  ability  to  gain  or  maintain  our  position  in theindustry.
        Life  andhealth  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  and  the  Company  encounterssignificant competition in all lines of business from other insurance companies,many of which have greater  financial  resources  than the  Company,  as well ascompetition from other providers of financial services.

        The  lifeand health insurance  industry is consolidating,  with larger,  potentially moreefficient organizations emerging from consolidation. Also, some mutual insurancecompanies are converting to stock ownership, which will give them greater accessto capital markets.  Additionally,  commercial banks,  insurance companies,  andinvestment   banks  may  now  combine,   provided   certain   requirements   aresatisfied.

        TheCompany's ability to compete is dependent upon, among other things,  its abilityto  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. Irrational competition from other insurers could adverselyaffect the Company's competitive position.
A  ratings  downgrade could  adversely  affect ourability to compete.
        Ratings arean important factor in the Company's competitive position.  Rating organizationsperiodically  review  the  financial  performance  and  condition  of  insurers,including the Company and its insurance  affiliates.  A downgrade in the ratingsof the Company and its life  insurance  affiliates  could  adversely  affect itsability  to sell  its  products,  retain  existing  business,  and  compete  forattractive acquisition opportunities.

        Ratingorganizations  assign  ratings  based upon  several  factors.  While most of thefactors  relate to the rated  company,  some of the  factors  relate to  generaleconomic conditions and circumstances  outside the rated company's control.  Forthe  past  several  years  rating  downgrades  in  the  industry  have  exceededupgrades.
Our policy claims fluctuate from year to year.
        TheCompany's  results may fluctuate from year to year due to fluctuations in policyclaims received by the Company.
We could be forced to sell investments at aloss to cover policyholder withdrawals.
        Many of theproducts  offered  by the  Company  and  its  life  insurance  affiliates  allowpolicyholders  and  contract  holders to  withdraw  their  funds  under  definedcircumstances. The Company and its insurance affiliates manage their liabilitiesand  configure  their  investment  portfolios  so as  to  provide  and  maintainsufficient  liquidity  to support  anticipated  withdrawal  demands and contractbenefits and maturities. While the Company and its life insurance affiliates owna significant  amount of liquid  assets,  a certain  portion of their assets arerelatively illiquid. Unanticipated withdrawal or surrender activity could, undersome circumstances,  compel the Company and its insurance  affiliates to disposeof assets on  unfavorable  terms,  which  could  have an  adverse  effect on theCompany.
Interest-rate  fluctuations could negatively affectour spread income.
        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.  Both rising and declininginterest rates can  negatively  affect the Company's  spread  income.  While theCompany  develops  and  maintains   asset/liability   management   programs  andprocedures designed to preserve spread income in rising or falling interest rateenvironments,  no assurance can be given that changes in interest rates will notaffect such spreads.

        Lowerinterest  rates  may  result  in lower  sales  of the  Company's  insurance  andinvestment  products.  In  addition,  certain  of the  Company's  insurance  andinvestment products guarantee a minimum credited interest rate.
Insurance companies are highly regulated.
        The Companyand its insurance affiliates are subject to government regulation in each of thestates  in which  they  conduct  business.  Such  regulation  is vested in stateagencies  having  broad  administrative  power  dealing with many aspects of theinsurance  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.  The Company cannotpredict what regulatory  initiatives may be enacted which could adversely affectthe Company.

        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.
A tax law change could adversely affect our abilityto compete with non-insurance products.
        Under  theInternal  Revenue Code of 1986, as amended,  income tax payable by policyholderson investment  earnings is deferred  during the  accumulation  period of certainlife  insurance  and annuity  products.  This  favorable  tax treatment may givecertain  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 affiliates, would be adversely affectedwith  respect  to  their  ability  to sell  such  products,  and,  depending  ongrandfathering provisions, the surrenders of existing annuity contracts and lifeinsurance policies. In addition,  life insurance products are often used to fundestate tax obligations. If the estate tax was eliminated, the demand for certainlife insurance products would be adversely affected.  The Company cannot predictwhat  future  tax   initiatives   may  be  proposed   which  could   affect  theCompany.
Financial  Services  companies are  frequently thetargets of litigation,  including class action litigation, which could result insubstantial judgements.
        A number ofcivil jury verdicts have been returned against insurers in the  jurisdictions inwhich the Company does business involving the insurers' sales practices, allegedagent  misconduct,  failure to properly  supervise  agents,  and other  matters.Increasingly these lawsuits have resulted in the award of substantial  judgmentsagainst the insurer that are  disproportionate to the actual damages,  includingmaterial amounts of punitive damages.  In some states,  including Alabama (wherethe Company maintains its headquarters),  juries have substantial  discretion inawarding  punitive and  non-economic  compensatory  damages,  which  creates thepotential for unpredictable  material adverse judgments in any given lawsuit. Inaddition,  in some class action and other  lawsuits  involving  insurers'  salespractices,  insurers have made material settlement payments.  The Company,  likeother  financial  services  companies,  in the ordinary  course of business,  isinvolved in such litigation or,  alternatively,  in arbitration.  The outcome ofany such litigation or arbitration cannot be predicted.
Our investments are subject to risks.
        Certain ofthe Company's invested assets (including  derivative financial  instruments) aresubject to customary  risks of defaults and changes in market values.  The valueof the Company's  commercial mortgage portfolio depends in part on the financialcondition  of the  tenants  occupying  the  properties  which  the  Company  hasfinanced.  Factors that may affect the overall default rate on, and market valueof, the Company's invested assets include interest rate levels, financial marketperformance,   and  general   economic   conditions,   as  well  as   particularcircumstances affecting the businesses of individual borrowers and tenants.
Our growth from acquisitions involves risks.
        TheCompany's  acquisitions  have  increased  its  earnings in part by allowing  theCompany to enter new markets and to position itself to realize certain operatingefficiencies  associated  with  economies of scale.  There can be no  assurance,however,  that the Company will realize the anticipated  financial  results fromits acquisitions,  or that suitable acquisitions,  presenting  opportunities forcontinued growth and operating efficiencies, or capital to fund acquisition willcontinue to be available to the Company.
We are dependent on the performance of others.
        TheCompany's  results  may be  affected by the  performance  of others  because theCompany has entered into various  ventures  involving  other  parties.  Examplesinclude, but are not limited to: many of the Company's products are sold throughindependent  distribution  channels; the Investment Products Division's variableannuity deposits are invested in funds managed by third parties; dental servicesare performed by a contracted  panel of independent  dentists;  and a portion ofthe sales in the Financial  Institutions  Division comes from  arrangements withunrelated marketing organizations.

        As with allfinancial services companies,  our ability to conduct business is dependent uponconsumer confidence in the industry and its products. Actions of competitors andfinancial  difficulties  of other  companies in the  industry,  could  undermineconsumer confidence and adversely affect the Company.
Our reinsurance program involves risks.
        The Companyand its insurance affiliates cede insurance to other insurance companies throughreinsurance. However, the Company remains liable with respect to ceded insuranceshould any  reinsurer  fail to meet the  obligations  assumed by it. The cost ofreinsurance  is, in some cases,  reflected in the premium  rates  charged by theCompany.  Under certain reinsurance  agreements,  the reinsurer may increase therate 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,  the Company  could beadversely affected.

        Additionally, the Company assumes policies of other insurers.  Any regulatory orother adverse development affecting  the  ceding  insurer  could  also  have  anadverse  effect  on  the Company.
Forward-looking    statements   expressexpectations of future events and/or results. All forward-looking statements areinherently  uncertain as they are based on various  expectations and assumptionsconcerning  future  events and they are  subject to  numerous  known and unknownrisks and  uncertainties  which could cause  actual  events or results to differmaterially from those projected. Due to these inherent uncertainties,  investorsare  urged  not to  place  undue  reliance  on  forward-looking  statements.  Inaddition,   the  Company   undertakes   no   obligation   to  update  or  reviseforward-looking  statements to reflect  changed  assumptions,  the occurrence ofunanticipated events, or changes to projections over time.