Exhibit 99
                                       to
                                    Form 10-Q
                                       of
                  Protective Life and Annuity Insurance Company
                               for the nine months
                            ended September 30, 1999


                   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.  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 ("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 Company's preferred stock are owned by PLC. The Company is
authorized  to  transact  insurance   business,   as  an  insurance  company  or
reinsurance company in 48 states, including New York.

         Protective Life Corporation  ("PLC") through its subsidiaries  provides
financial services through the production,  distribution,  and administration of
insurance and investment  products.  PLC operates  through seven divisions whose
principal  strategic  focuses can be grouped into six general  categories:  life
insurance,  specialty insurance products,  and retirement savings and investment
products.  The life insurance  category  includes the  Acquisitions,  Individual
Life,  and West Coast  Divisions.  The  specialty  insurance  products  category
includes the Dental and Consumer Benefits ("Dental") and Financial  Institutions
Divisions.  The retirement savings and investment products category includes the
Stable Value Products and Investment Products Divisions.

         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 September 30, 1999, the Company was involved
in the operations of four of PLC's Divisions: the


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Acquisition Division,  the Dental Division,  the Financial Institutions Division
and the Investment  Products  Division.  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  due to  competition,
economic  conditions,  interest rates,  investment  performance,  maintenance of
insurance  ratings,  and other factors.  Certain known trends and  uncertainties
which may affect future results of the Company are discussed more fully below.

We operate in a mature,  highly  competitive  industry,  which  could  limit our
ability to gain or maintain our position in the industry.

         Life and health  insurance is a mature  industry.  In recent years, the
industry has experienced virtually no growth in life insurance sales, though the
aging  population  has increased  the demand for  retirement  savings  products.
Insurance  is  a  highly   competitive   industry  and  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.

         The life and health insurance  industry is consolidating,  with larger,
more efficient organizations emerging from consolidation. Also, mutual insurance
companies are converting to stock  ownership which will give them greater access
to capital  markets.  Additionally,  the United  States  Congress  has  approved
legislation  that  would  permit  commercial  banks,   insurance  companies  and
investment banks to combine, provided certain requirements are satisfied.

         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
financial strength and claims-paying-ability ratings from rating agencies.

         The Company  competes  against other insurance  companies and financial
institutions in the origination of commercial mortgage loans.

A ratings downgrade could adversely affect our ability to compete.

         Ratings are an important factor in the Company's  competitive position.
Rating organizations periodically review the financial performance and condition
of insurers,  including  the Company.  A downgrade in the ratings of the Company
could  adversely  affect its  ability to sell its  products  and its  ability to
compete for attractive acquisition opportunities.

         Rating organizations  assign ratings based upon several factors.  While
most of the factors relate to the rated  company,  some of the factors relate to
general  economic  conditions  and  circumstances  outside  the rated  company's
control.  For the past several  years  rating  downgrades  in the industry  have
exceeded upgrades.



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Our policy claims fluctuate from year to year.

         The  Company's  results may  fluctuate  from year to year on account of
fluctuations in policy claims received by the Company.

We could be forced to sell illiquid  investments at a loss to cover policyholder
withdrawals.

         Many of the products  offered by the Company  allow  policyholders  and
contract  holders to  withdraw  their  funds under  defined  circumstances.  The
Company designs products and configures  investment  portfolios so as to provide
and maintain sufficient liquidity to support anticipated  withdrawal demands and
contract benefits and maturities. Formal asset/liability management programs and
procedures are used to monitor the relative duration of the Company's assets and
liabilities.  While the Company owns a significant amount of liquid assets, many
of its assets are relatively illiquid.  Significant  unanticipated withdrawal or
surrender  activity  could,  under some  circumstances,  compel  the  Company to
dispose of illiquid  assets on  unfavorable  terms,  which could have a material
adverse effect on the Company.

Interest-rate fluctuations could negatively affect our spread income.

         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 rates paid on outstanding policies. Both rising and
declining  interest rates can negatively affect the Company's spread income. For
example,  certain of the Company's insurance and investment products guarantee a
minimum  credited  interest  rate.  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 significant changes in interest rates will not materially affect such
spreads.

         Lower  interest  rates  may  result  in lower  sales  of the  Company's
insurance and investment products.

Insurance companies are highly regulated.

         The Company is subject to  government  regulation in each of the states
in which it  conducts  business.  Such  regulation  is vested in state  agencies
having broad  administrative  power  dealing with many aspects of the  insurance
business,  which may include premium rates,  marketing  practices,  advertising,
policy  forms,  and  capital  adequacy,  and is  concerned  primarily  with  the
protection of policyholders rather than share owners. The Company cannot predict
the form of any regulatory initiatives.

         The Company  acts as a fiduciary  and is subject to  regulation  by the
United  States  Department  of Labor when  providing a variety of  products  and
services to employee  benefit  plans  governed by ERISA.  Severe  penalties  are
imposed by ERISA on  fiduciaries  that  breach  their  duties to the plans under
ERISA's prohibited transaction provisions.



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         Certain  policies,  contracts and annuities  offered by the Company 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.

A  tax  law  change  could   adversely   affect  our  ability  to  compete  with
non-insurance products.

         Under the Internal Revenue Code of 1986, as amended, 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 Internal Revenue 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,  would be adversely  affected with
respect to their ability to sell such products, and, depending on grandfathering
provisions,  the  surrenders of existing  annuity  contracts and life  insurance
policies. In addition, life insurance products are often used to fund estate tax
obligations.  If the estate tax was  eliminated,  the  demand for  certain  life
insurance products would be adversely affected.  The Company cannot predict what
future tax initiatives may be proposed which could affect the Company.

Industrywide litigation concerning sales practices, agent misconduct, failure to
supervise  agents,  and other  matters  could result in  substantial  judgements
against us.

     A number of civil jury verdicts have been returned  against insurers in the
jurisdictions  in which the Company does business  involving the insurers' sales
practices,  alleged agent misconduct,  failure to properly supervise agents, and
other  matters.  Increasingly  these  lawsuits  have  resulted  in the  award of
substantial  judgments  against the  insurer  that are  disproportionate  to the
actual damages,  including material amounts of punitive damages. In some states,
including  Alabama (where the Company maintains its  headquarters),  juries have
substantial  discretion  in  awarding  punitive  and  non-economic  compensatory
damages,   which  creates  the  potential  for  unpredictable  material  adverse
judgments  in any given  lawsuit.  The  Company and its  affiliates,  like other
insurers, in the ordinary course of business, are involved in such litigation or
alternatively in arbitration.  The outcome of any such litigation or arbitration
cannot be predicted with certainty.  In addition, in some class action and other
lawsuits  involving  insurers'  sales  practices,  insurers  have made  material
settlement payments.

Our investments are subject to risks.

         The  Company's   invested  assets   (including   derivative   financial
instruments)  are subject to  customary  risks of defaults and changes in market
values. The value of the Company's commercial mortgage 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  include  interest rate levels,
financial  market  performance,  and  general  economic  conditions,  as well as
particular  circumstances  affecting the businesses of individual  borrowers and
tenants.



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Our acquisition strategy involves risks.

         The Company has  actively  pursued a strategy  of  acquiring  blocks of
insurance  policies.  This  acquisition  strategy has  increased  the  Company's
earnings in part by allowing the Company to position  itself to realize  certain
operating efficiencies  associated with economies of scale. The Company has also
from time to time  acquired  other  companies  and  continued to operate them as
subsidiaries.  There can be no assurance,  however, that suitable  acquisitions,
presenting  opportunities for continued growth and operating efficiencies,  will
continue to be available  to the  Company,  or that the Company will realize the
anticipated financial results from its acquisitions.

We are 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  ventures  involving other parties.
Examples  include,  but are not limited to: many of the  Company's  products are
sold  through  independent   distribution   channels;  the  Investment  Products
Division's   variable   annuity  deposits  are  invested  in  funds  managed  by
unaffiliated  investment managers;  and a portion of the sales in the Individual
Life,  West Coast,  Dental,  and  Financial  Institutions  Divisions  comes from
arrangements with unrelated marketing organizations.

Year 2000 computer compliance issues may adversely affect us.

         Computer  hardware and software  often denote the year using two digits
rather than four;  for example,  the year 1999 often is denoted by such hardware
and  software as "99." It is  probable  that such  hardware  and  software  will
malfunction when calculations  involving the year 2000 are attempted because the
hardware  and/or  software will  interpret  "00" as  representing  the year 1900
rather  that the year 2000.  This "Year  2000"  issue  potentially  affects  all
individuals  and  companies  (including  the Company,  its  customers,  business
partners, suppliers, banks, custodians and administrators).  The problem is most
prevalent in older  mainframe  systems,  but personal  computers  and  equipment
containing computer chips could also be affected.

     The Company shares computer hardware and software with its ultimate parent,
Protective Life Corporation ("PLC"), and other affiliates of PLC.

         Because PLC does not control all of the factors  that could  impact its
Year 2000  readiness,  there can be no  assurances  that PLC's  efforts  will be
successful, that interactions with other service providers with Year 2000 issues
will not impair PLC's or the Company's  operations,  or that the Year 2000 issue
will not otherwise adversely affect PLC or the Company.

         Should  some  of  PLC's  systems  not be  available  due to  Year  2000
problems,  in a reasonable  likely worst case  scenario,  PLC or the Company may
experience  significant delays in its ability to perform certain functions,  but
does not expect an  inability  to perform  critical  functions  or to  otherwise
conduct  business.  However,  other worst case  scenarios,  depending upon their
duration,  could have a material adverse effect on PLC and the Company and their
operations.



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Our reinsurance program involves risks.

         The  Company  cedes  insurance  to other  insurance  companies  through
reinsurance. However, the Company remains liable with respect to ceded insurance
should any  reinsurer  fail to meet the  obligations  assumed by it. The cost of
reinsurance  is, in some cases,  reflected in the premium  rates  charged by the
Company.  Under certain reinsurance  agreements,  the reinsurer may increase the
rate it charges  the Company for the  reinsurance,  though the Company  does not
anticipate  increases to occur.  Therefore,  if the cost of reinsurance  were to
increase  with respect to policies  where the rates have been  guaranteed by the
Company, the Company could be adversely affected.

         Additionally,  the  Company  assumes  policies of other  insurers.  Any
regulatory or other adverse development  affecting the ceding insurer could also
have an adverse effect 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.


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