# Exhibit 99
to
Form 10-Qof
Protective Life and Annuity Insurance Company
for the three months
ended March 31, 2002

# 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 based on future
expectations rather than on historical facts are forward-looking statements.
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
a reinsurance company, in 49 states, including New York.

PLC,
through its subsidiaries, operates several segments whose principal strategic
focuses can be grouped into three general categories: life insurance, retirement
savings and investment products, and specialty insurance products. The life
insurance category includes the Acquisitions, and Life Marketing segments. The
specialty insurance products category includes Credit Products segment. The
retirement savings and investment products category includes the Stable Value
Contracts and Annuity 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, 2002, the Company was involved in the operations of
four of PLCs segments: the Acquisitions segment, the Life Marketing
segment, the Credit Products segment, and the Annuity 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 certain known trends and uncertainties which are discussed more
fully below.

#### We are exposed to many types of risks that could negatively affect our business.

There
are many types of risks that all companies are exposed to in their businesses.
For example, companies are exposed to the risks of natural disasters, malicious
and terrorist acts, computer viruses, and other perils. While the Company has
obtained insurance, implemented risk management and contingency plans, and taken
preventive measures and other precautions, no assurance can be given that there
are not scenarios that could have an adverse effect on the Company.
Additionally, there are scenarios that could have an adverse effect on general
economic conditions and mortality and morbidity.

#### 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 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. Also, 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
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. However, irrational competition from other insurers could
adversely affect the Companys competitive position.

#### A ratings downgrade could adversely affect our ability to compete.

Rating
organizations periodically review the financial performance and condition of
insurers, including the Companys subsidiaries. A downgrade in the ratings
of the Companys subsidiaries could adversely affect the Companys
ability to sell its products, retain existing business, and compete for
attractive acquisition opportunities.

For
the past several years, rating downgrades in the industry have exceeded
upgrades. 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. 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.

#### Our policy claims fluctuate
from year to year, and actual results could differ from our expectations.

The
Companys results may fluctuate from year to year 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.

Mortality
and morbidity 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. Actual mortality and morbidity
could differ from our expectations if actual results differ from those
assumptions.

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

Many
of the products offered by the Companys insurance subsidiaries allow
policyholders and contract holders to withdraw their funds under defined
circumstances. The subsidiaries 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s life insurance subsidiaries own a significant amount of
liquid assets, a certain portion of their assets are relatively illiquid.
Unanticipated withdrawal or surrender activity could, under some circumstances,
compel the Companys insurance subsidiaries to dispose of assets on
unfavorable terms, which could have an adverse effect on the Company.

#### Interest-rate fluctuations
could negatively affect our spread income or otherwise impact our 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.

Changes
in interest rates may also impact our 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.

Higher
interest rates may create a less favorable environment for the origination of
mortgage loans and decrease the investment income we receive 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. Also, the amount of policy fees received from variable
products is affected by the performance of the equity markets.

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), 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.

#### Insurance companies are highly regulated.

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 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. From time to time,
regulators may raise issues during examinations or audits of the Companys
subsidiaries. Even though such issues are unlikely to result in any material
impact on the Company, the Company cannot predict what regulatory actions may be
taken or what initiatives may be enacted which could adversely affect the
Company.

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 Employment Retirement Income Security Act
(ERISA). Severe penalties are imposed for breach of duties under ERISA.

Certain
policies, contracts, and annuities offered by the Companys insurance
subsidiaries 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.

#### Tax law changes could
adversely affect our ability to compete with non-insurance products or reduce
the demand for certain 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s subsidiaries, would be adversely
affected with respect to their ability to sell such products, and, depending
upon 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. Legislation has recently 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. The Company cannot predict what tax
initiatives may be enacted which 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 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.
Increasingly these lawsuits have resulted in the award of substantial judgments
that are disproportionate to the actual damages, including material amounts of
punitive and 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 little appellate review. In addition, in
some class action and other lawsuits, companies have made material settlement
payments. The Company, like other financial services companies, in the ordinary
course of business, is involved in such litigation or, alternatively, in
arbitration. The Company cannot predict the outcome of any such litigation or
arbitration.

#### A decrease in sales or persistency could negatively affect our results.

The
Companys ability to maintain low unit costs is dependent upon the level of
sales and persistency. 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 amortization of deferred policy
acquisition costs. 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. A decrease in
persistency may also result in higher claims.

#### Our investments are subject to 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.

#### Our growth from acquisitions involves risks.

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 the Company will realize
the anticipated financial results from its acquisitions, or that suitable
acquisitions, presenting opportunities for continued growth and operating
efficiencies, or capital to fund acquisitions will continue to be available to
the Company.

#### 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 arrangements involving other parties. Examples
include, but are not limited to, the following: many of the Companys
products are sold through independent distribution channels; and variable
annuity deposits are invested in funds managed by third parties. The Company may
also use third-party administrators to collect premiums, pay claims, and/or
perform customer service functions. Additionally, the Companys operations
are dependent on various technologies some of which are provided and/or
maintained by other parties.

As
with all financial services companies, our 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 the Company.

#### Our reinsurance program involves risks.

The
Company and its insurance affiliates cede 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 or if reinsurance were to become unavailable, 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.