PLC Form 10q 03-31-05

FORM 10-Q

_____________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __ to __
Commission File Number 001-12332
Protective Life Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	95-2492236 (IRS Employer Identification Number)
2801 Highway 280 South Birmingham, Alabama 35223 (Address of principal executive offices and zip code)
(205) 268-1000 (Registrant's telephone number, including area code)

__________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Number of shares of Common Stock, $.50 par value, outstanding as of April 29, 2005: 69,615,285 shares.

PROTECTIVE LIFE CORPORATION Quarterly Report on Form 10-Q For Quarter Ended March 31, 2005 INDEX
	Page
Part I. Financial Information:
Item 1. Financial Statements (unaudited):
Report of Independent Registered Public Accounting Firm	2
Consolidated Condensed Statements of Income for the
Three Months ended March 31, 2005 and 2004	3
Consolidated Condensed Balance Sheets as of March 31, 2005
and December 31, 2004	4
Consolidated Condensed Statements of Cash Flows for the
Three Months ended March 31, 2005 and 2004	5
Notes to Consolidated Condensed Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations	12

Item 3. Quantitative and Qualitative Disclosures About Market Risk	34

Item 4. Controls and Procedures	34

Part II. Other Information:
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 6. Exhibits	35

Signatures	36

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Share Owners

Protective Life Corporation

We have reviewed the accompanying consolidated condensed balance sheet of Protective Life Corporation and its subsidiaries as of March 31, 2005, and the related consolidated condensed statements of income for each of the three-month periods ended March 31, 2005 and 2004, and the consolidated condensed statements of cash flows for the three-month periods ended March 31, 2005 and 2004. These interim financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated condensed interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2004, and the related consolidated statements of income, share-owners' equity, and cash flows for the year then ended, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004; and in our report dated March 15, 2005, we expressed unqualified opinions thereon. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting referred to above are not presented herein. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 31, 2004, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Birmingham, Alabama

May 10, 2005

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Dollars in thousands except per share amounts)

(Unaudited)

			Three Months Ended
			March 31
			2005	2004

REVENUES Premiums and policy fees	$	472,143		$	443,796
Reinsurance ceded		(284,913	)		(249,339	)
Premiums and policy fees, net of reinsurance ceded		187,230			194,457
Net investment income		287,953			264,608
Realized investment gains (losses): Derivative financial instruments		(6,368	)		5,083
All other investments		27,878			16,627
Other income		43,416			37,419
		540,109			518,194
BENEFITS AND EXPENSES Benefits and settlement expenses (net of reinsurance ceded: three months: 2005 - $265,363; 2004 - $241,287)		300,434			287,316
Amortization of deferred policy acquisition costs		74,251			59,794
Other operating expenses (net of reinsurance ceded: three months: 2005 - $36,874; 2004 - $39,562)		73,554			71,685
		448,239			418,795
INCOME BEFORE INCOME TAX		91,870			99,399
Income tax expense		31,787			34,094
NET INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE		60,083			65,305
Cumulative effect of change in accounting principle, net of income tax		0			(15,801	)
NET INCOME	$	60,083		$	49,504
NET INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE PER SHARE - BASIC	$	0.85		$	0.93
NET INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE PER SHARE - DILUTED	$	0.84		$	0.92
NET INCOME PER SHARE - BASIC	$	0.85		$	0.71
NET INCOME PER SHARE - DILUTED	$	0.84		$	0.70
DIVIDENDS PAID PER SHARE	$	0.175		$	0.16
Average shares outstanding - basic		70,474,337			70,142,108
Average shares outstanding - diluted		71,273,760			70,887,591

See notes to consolidated condensed financial statements

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	March 31	December 31
	2005	2004

ASSETS Investments: Fixed maturities, at market (amortized cost: 2005 - $14,795,163; 2004 - $13,711,526)	$	15,263,694		$	14,412,605
Equity securities, at market (cost: 2005 - $56,366; 2004 - $56,049)		59,605			58,941
Mortgage loans on real estate		3,042,584			3,005,418
Investment in real estate, net		104,986			107,246
Policy loans		472,345			482,780
Other long-term investments		222,943			259,025
Short-term investments		816,335			1,059,557
Total investments		19,982,492			19,385,572
Cash		53,673			130,596
Accrued investment income		202,008			196,076
Accounts and premiums receivable, net		50,271			44,364
Reinsurance receivables		2,835,979			2,750,260
Deferred policy acquisition costs		1,913,803			1,821,972
Goodwill		46,619			46,619
Property and equipment, net		44,520			45,454
Other assets		259,622			264,512
Assets related to separate accounts Variable annuity		2,256,920			2,308,858
Variable universal life		217,167			217,095
	$	27,863,074		$	27,211,378
LIABILITIES Policy liabilities and accruals	$	10,895,852		$	10,680,666
Stable value product account balances		5,670,355			5,562,997
Annuity account balances		3,433,293			3,463,477
Other policyholders' funds		151,572			151,660
Other liabilities		1,569,759			1,075,949
Accrued income taxes		29,213			13,195
Deferred income taxes		256,453			312,544
Liabilities related to variable interest entities		481,921			482,434
Long-term debt		451,424			451,433
Subordinated debt securities		324,743			324,743
Liabilities related to separate accounts Variable annuity		2,256,920			2,308,858
Variable universal life		217,167			217,095
		25,738,672			25,045,051
COMMITMENTS AND CONTINGENT LIABILITIES - NOTE 2 SHARE-OWNERS' EQUITY Preferred Stock, $1.00 par value, shares authorized: 3,600,000; Issued: None Junior Participating Cumulative Preferred Stock, $1.00 par value shares authorized: 400,000; Issued: None Common Stock, $.50 par value, shares authorized: 160,000,000 shares issued: 2005 and 2004 - 73,251,960		36,626			36,626
Additional paid-in capital		433,467			426,927
Treasury stock, at cost (2005 - 3,636,675 shares; 2004 - 3,802,071 shares)		(13,041	)		(13,632	)
Unallocated stock in Employee Stock Ownership Plan (2005 - 491,643 shares; 2004 - 594,961 shares)		(1,610	)		(1,989	)
Retained earnings		1,469,986			1,422,084
Accumulated other comprehensive income: Net unrealized gains on investments (net of income tax: 2005 - $100,603; 2004 - $154,913)		186,835			287,695
Accumulated gain - hedging (net of income tax: 2005 - $6,536; 2004 - $4,639)		12,139			8,616
		2,124,402			2,166,327
	$	27,863,074		$	27,211,378

See notes to consolidated condensed financial statements

PROTECTIVE LIFE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Three Months Ended
	March 31
	2005	2004

CASH FLOWS FROM OPERATING ACTIVITIES Net income	$	60,083		$	49,504
Adjustments to reconcile net income to net cash provided by operating activities: Realized investment (gains) losses		(27,878	)		(13,803	)
Amortization of deferred policy acquisition costs		74,251			59,794
Capitalization of deferred policy acquisition costs		(98,528	)		(95,245	)
Depreciation expense		4,049			2,736
Deferred income tax		(514	)		(5,312	)
Accrued income tax		16,818			37,533
Interest credited to universal life and investment products		175,257			161,309
Policy fees assessed on universal life and investment products		(96,921	)		(87,864	)
Change in accrued investment income and other receivables		(97,842	)		(158,539	)
Change in policy liabilities and other policyholders' funds of traditional life and health products		157,719			214,321
Net change in trading securities		477			1,708
Change in other liabilities		344,564			(92,180	)
Other, net		5,016			(30,090	)
Net cash provided by operating activities		516,551			43,872
CASH FLOWS FROM INVESTING ACTIVITIES Investments available for sale, net of short-term investments:
Maturities and principal reductions of investments		422,243			454,563
Sale of investments		1,030,039			925,287
Cost of investments acquired		(2,490,176	)		(1,620,368	)
Mortgage loans:
New borrowings		(131,113	)		(149,965	)
Repayments		92,263			136,531
Change in investment real estate, net		1,540			972
Change in policy loans, net		10,316			9,966
Change in other long-term investments, net		2,854			(1,910	)
Change in short-term investments, net		275,276			40,351
Purchase of property and equipment		(2,695	)		(2,239	)
Net cash used in investing activities		(789,453	)		(206,812	)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under line of credit arrangements and long-term debt		0			67,000
Principal payments on line of credit arrangement and long-term debt		(9	)		(151,872	)
Net proceeds from securities sold under repurchase agreements		0			8,660
Dividends to share owners		(12,181	)		(11,058	)
Issuance of subordinated debt securities		0			103,093
Issuance (purchase) of common stock held in trust		0			423
Investment product deposits and change in universal life deposits		734,458			597,697
Investment product withdrawals		(652,232	)		(472,729	)
Other financing activities, net		125,943			0
Net cash provided by financing activities		195,979			141,214
CHANGE IN CASH		(76,923	)		(21,726	)
CASH AT BEGINNING OF PERIOD		130,596			136,698
CASH AT END OF PERIOD	$	53,673		$	114,972

See notes to consolidated condensed financial statements

PROTECTIVE LIFE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

(Amounts in tables are in thousands, except per share amounts)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements of Protective Life Corporation and its subsidiaries (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair statement have been included. Operating results for the three-month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The year-end consolidated condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. For further information, refer to the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2004.

Certain reclassifications have been made in the previously reported financial statements and accompanying notes to make the prior year amounts comparable to those of the current year. Such reclassifications had no effect on previously reported net income or share-owners' equity.

With respect to the unaudited consolidated condensed financial information of the Company for the three-month periods ended March 31, 2005 and 2004, PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated May 10, 2005, appearing herein, stated that they did not audit and they do not express an opinion on that unaudited consolidated condensed financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited consolidated condensed financial information because that report is not a "report" or a "part" of a registration statement prepared or certified by PricewaterhouseCoopers into which this Form 10-Q may be incorporated by reference within the meaning of Sections 7 and 11 of the Act.

NOTE 2 - COMMITMENTS AND CONTINGENT LIABILITIES

The Company's certificate of incorporation provides indemnification for persons serving as officers and directors of the Company. In addition, agreements with the Company's directors require the Company, upon certain "change-in-control" contingencies, to obtain a $20 million letter of credit to secure the Company's indemnification obligations. The letter of credit would provide security for the Company's obligations up to an aggregate amount of $20 million (after taking into account amounts paid by the Company and amounts paid under the Company's directors and officers or other insurance policies).

Under insurance guaranty fund laws, in most states insurance companies doing business therein can be assessed up to prescribed limits for policyholder losses incurred by insolvent companies. The Company does not believe such assessments will be materially different from amounts already provided for in the financial statements. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's own financial strength.

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 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 and in arbitration. Although the outcome of any such litigation or arbitration cannot be predicted, the Company believes that at the present time there are no pending or threatened lawsuits that are reasonably likely to have a material adverse effect on the financial position, results of operations, or liquidity of the Company.

NOTE 3 - OPERATING SEGMENTS

The Company operates several business segments. An operating segment is generally distinguished by products and/or channels of distribution. A brief description of each segment follows:

Life Marketing. The Life Marketing segment markets level premium term and term-like insurance, universal life, and variable universal life products on a national basis primarily through networks of independent insurance agents and brokers, stockbrokers, and in the "bank owned life insurance" market.

Acquisitions. The Acquisitions segment focuses on acquiring, converting, and servicing policies acquired from other companies. The segment's primary focus is on life insurance policies sold to individuals.

Annuities. The Annuities segment manufactures, sells, and supports fixed and variable annuity products. These products are primarily sold through stockbrokers, but are also sold through financial institutions and independent insurance agents and brokers.

Stable Value Products. The Stable Value Products segment markets guaranteed investment contracts to 401(k) and other qualified retirement savings plans, and sells funding agreements to special purpose entities that in turn issue notes or certificates in smaller, transferable denominations. The segment also markets fixed and floating rate funding agreements directly to the trustees of municipal bond proceeds, institutional investors, bank trust departments, and money market funds.

Asset Protection. The Asset Protection segment primarily markets extended service contracts and credit life and disability insurance to protect consumers’ investments in automobiles and watercraft.

Corporate and Other. The Company has an additional segment herein referred to as Corporate and Other. The Corporate and Other segment primarily consists of net investment income and expenses not attributable to the segments above (including net investment income on unallocated capital and interest on all debt). This segment also includes earnings from several small non-strategic lines of business (mostly cancer insurance, residual value insurance, surety insurance, and group annuities), various investment-related transactions, and the operations of several small subsidiaries.

The Company uses the same accounting policies and procedures to measure segment operating income and assets as it uses to measure its consolidated net income and assets. Segment operating income is generally income before income tax, adjusted to exclude net realized investment gains and losses (and the related amortization of deferred policy acquisition costs) and the cumulative effect of change in accounting principle. Periodic settlements of interest rate swaps associated with corporate debt and certain investments are included in realized gains and losses but are considered part of operating income because the swaps are used to mitigate risk in items affecting operating income. Segment operating income represents the basis on which the performance of the Company’s business is assessed by management. Premiums and policy fees, other income, benefits and settlement expenses, and amortization of deferred policy acquisition costs are attributed directly to each operating segment. Net investment income is allocated based on directly related assets required for transacting the business of that segment. Realized investment gains (losses) and other operating expenses are allocated to the segments in a manner which appropriately reflects the operations of that segment. Assets are allocated based on policy liabilities directly attributable to each segment and deferred policy acquisition costs and goodwill are shown in the segments to which they are attributable.

There are no significant intersegment transactions.

The following tables set forth total revenue by segment, segment operating income, and assets for the periods shown. Asset adjustments represent the inclusion of assets related to discontinued operations.

	Three Months Ended March 31
	2005		2004
Total Revenue
Life Marketing	$	163,732	$	146,283
Acquisitions		102,546		111,740
Annuities		93,178		67,005
Stable Value Products		74,494		67,912
Asset Protection		65,078		71,676
Corporate and Other		41,081		53,578
	$	540,109	$	518,194

	Three Months Ended March 31
	2005		2004
Segment Operating Income
Life Marketing	$	39,141	$	41,601
Acquisitions		21,035		21,203
Annuities		4,064		2,813
Stable Value Products		14,399		11,699
Asset Protection		6,172		4,603
Corporate and Other		11,645		4,305
Total segment operating income		96,456		86,224

Add back: realized investment gains (losses)		21,510		21,710
Less: related amortization of deferred policy acquisition costs		22,412		3,660
Less: derivative gains (losses) related to corporate debt and investments		3,684		4,875
Income before income tax		91,870		99,399
Income tax expense		31,787		34,094
Net income before cumulative effect of change in
accounting principle		60,083		65,305
Cumulative effect of change in accounting principle		0		(15,801	)
Net income	$	60,083	$	49,504

Operating Segment Assets March 31, 2005
	Life Marketing		Acquisitions		Annuities		Stable Value Products

Investments and other assets	$	6,168,127	$	4,020,016	$	5,940,148	$	5,511,280
Deferred policy acquisition costs		1,342,925		342,872		91,970		18,468
Goodwill		10,354		0		0		0
Total assets	$	7,521,406	$	4,362,888	$	6,032,118	$	5,529,748

	Asset Protection		Corporate and Other		Adjustments		Total Consolidated

Investments and other assets	$	857,556	$	3,359,980	$	45,545	$	25,902,652
Deferred policy acquisition costs		109,303		8,265		0		1,913,803
Goodwill		36,182		83		0		46,619
Total assets	$	1,003,041	$	3,368,328	$	45,545	$	27,863,074

Operating Segment Assets December 31, 2004
	Life Marketing		Acquisitions		Annuities		Stable Value Products

Investments and other assets	$	5,967,768	$	4,063,711	$	5,980,259	$	5,377,917
Deferred policy acquisition costs		1,262,637		337,372		81,251		18,301
Goodwill		10,354		0		0		0
Total assets	$	7,240,759	$	4,401,083	$	6,061,510	$	5,396,218


	Asset Protection		Corporate and Other		Adjustments		Total Consolidated

Investments and other assets	$	879,385	$	3,027,486	$	46,261	$	25,342,787
Deferred policy acquisition costs		113,918		8,493		0		1,821,972
Goodwill		36,182		83		0		46,619
Total assets	$	1,029,485	$	3,036,062	$	46,261	$	27,211,378

NOTE 4 - STATUTORY REPORTING PRACTICES

Financial statements prepared in conformity with GAAP differ in some respects from the statutory accounting practices prescribed or permitted by insurance regulatory authorities. In accordance with statutory reporting practices, at March 31, 2005, and for the three months then ended, the Company's insurance subsidiaries had combined capital and surplus of $1.4 billion and net income of $63.6 million. At March 31, 2005, the combined asset valuation reserve held by the Company’s insurance subsidiaries was $174.0 million.

NOTE 5 - NET INCOME PER SHARE

Net income per share - basic is net income divided by the average number of shares of common stock outstanding including shares that are issuable under various deferred compensation plans.

Net income per share - diluted is adjusted net income divided by the average number of shares outstanding including all dilutive, potentially issuable shares that are issuable under various stock-based compensation plans and stock purchase contracts.

Net income and a reconciliation of basic and diluted average shares outstanding for the three month periods ended March 31, 2005 and 2004 are summarized as follows:

Reconciliation of Net Income and

Average Shares Outstanding

	Three Months Ended March 31
	2005		2004

Net income	$	60,083	$	49,504
Average shares issued and outstanding		69,537,435		69,173,416
Stock held in trust		0		(81,142	)
Issuable under various deferred compensation plans		936,902		1,049,834
Average shares outstanding - basic		70,474,337		70,142,108
Stock held in trust		0		81,142
Stock appreciation rights		310,912		313,583
Performance shares		488,511		350,758
Average shares outstanding - diluted		71,273,760		70,887,591

NOTE 6 - RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“SFAS 123(R)”). SFAS 123(R) is a revision of SFAS 123, “Accounting for Stock-Based Compensation,” which was originally issued by the FASB in 1995. SFAS 123(R) will become effective for the Company January 1, 2006. As originally issued, SFAS 123 provided companies with the option to either record expense for share-based payments under a fair value model, or to simply disclose the impact of the expense. SFAS 123(R) requires companies to measure the cost of share-based payments to employees using a fair value model, and to recognize that cost over the relevant service period. In addition, SFAS 123(R) requires that an estimate of future award forfeitures be made at the grant date, while SFAS 123 permitted recognition of forfeitures on an as incurred basis. When SFAS 123 was originally issued, the Company elected to recognize the cost of its share-based compensation plans in its financial statements. The Company is currently evaluating the provisions of SFAS 123(R), but does not anticipate that adoption of this standard will have a material impact on its financial position or results of operations.

NOTE 7 - COMPREHENSIVE INCOME

The following table sets forth the Company's comprehensive income (loss) for the periods presented below:

	Three Months Ended March 31
	2005			2004

Net income	$	60,083		$	49,504
Change in net unrealized gains/losses on investments (net of income tax: three months: 2005 - $(44,552); 2004 - $87,049)		(82,739	)		161,662
Change in accumulated gain-hedging (net of income tax: three months: 2005 - $1,897; 2004 - $1,135)		3,523			2,107
Reclassification adjustment for amounts included in net income (net of income tax: three months: 2005 - $(9,757); 2004 - $(5,819))		(18,121	)		(10,808	)
Comprehensive income (loss)	$	(37,254	)	$	202,465

NOTE 8 - RETIREMENT BENEFIT PLANS

The following table sets forth the amount of net periodic benefit cost recognized for the Company’s defined benefit pension plan and unfunded excess benefits plan:

	Three Months Ended March 31
	2005			2004

Service cost	$	2,104		$	2,012
Interest cost		2,408			2,325
Expected return on plan assets		(2,428	)		(2,280	)
Amortization of prior service cost		82			92
Amortization of net loss		789			470
Net periodic benefit cost	$	2,955		$	2,619

The Company previously disclosed in its financial statements for the year ended December 31, 2004, that it expected to contribute $6.6 million to its pension plan in 2005. There has been no change in this estimate. As of April 25, 2005, no contributions had been made.

In addition to pension benefits, the Company provides limited healthcare benefits and life insurance benefits to eligible retirees. The cost of these plans for the three months ended March 31, 2005 and 2004 was immaterial.

NOTE 9 - SENIOR NOTES

On April 1, 2005, the Company redeemed the $35 million of 8.25% Senior Notes due in 2030.

NOTE 10 - CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

In January 2004, the Company adopted Statement of Position 03-1 “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” (“SOP 03-1”). SOP 03-1 provides guidance related to the establishment of reserves for benefit guarantees provided under certain long-duration contracts, as well as the accounting for mortality benefits provided in certain universal life products. In addition, it addresses the capitalization and amortization of sales inducements to contract holders. The SOP was effective January 1, 2004 and was adopted through an adjustment for the cumulative effect of change in accounting principle originally amounting to $10.1 million (net of $5.5 million income tax). During the third quarter of 2004, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants (AcSEC) issued a Technical Practice Aid (TPA) which provided additional interpretive guidance on applying certain provisions of the SOP. As a result of this additional guidance, the Company restated its cumulative effect charge as of January 1, 2004 to record an additional expense of $5.7 million (net of $3.1 million income tax) for a total cumulative charge to net income of $15.8 million, net of income tax of $8.5 million ($0.22 per share on both a basic and diluted basis).

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

(Dollar amounts in tables are in thousands)

INTRODUCTION

Protective Life Corporation is a holding company whose subsidiaries provide financial services through the production, distribution, and administration of insurance and investment products. Founded in 1907, Protective Life Insurance Company is the Company's principal operating subsidiary. Unless the context otherwise requires, the "Company" refers to the consolidated group of Protective Life Corporation and its subsidiaries.

For a more complete understanding of the Company's business and its current period results, please read the following Management's Discussion and Analysis of Financial Condition and Results of Operations in conjunction with the Company's latest annual report on Form 10-K and other filings with the SEC.

The Company operates several business segments each having a strategic focus. An operating segment is generally distinguished by products and/or channels of distribution. The Company's operating segments are Life Marketing, Acquisitions, Annuities, Stable Value Products, and Asset Protection. The Company also has an additional segment referred to as Corporate and Other.

This report reviews the Company's financial condition and results of operations including its liquidity and capital resources. Historical information is presented and discussed. Where appropriate, factors that may affect future financial performance are also identified and discussed. Certain statements made in this report include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that may predict, forecast, indicate or imply future results, performance or achievements instead of historical facts and may contain words like "believe," "expect," "estimate," "project," "budget," "forecast," "anticipate," "plan," "will," "shall," “may,” and other words, phrases, or expressions with similar meanings. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from the results contained in the forward-looking statements, and the Company cannot give assurances that such statements will prove to be correct. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

The factors which could affect the Company's future results include, but are not limited to, general economic conditions and the following known trends and uncertainties: we are exposed to the risks of natural disasters, malicious and terrorist acts that could adversely affect our operations; we operate in a mature, highly competitive industry, which could limit our ability to gain or maintain our position in the industry; a ratings downgrade could adversely affect our ability to compete; our policy claims fluctuate from period to period, and actual results could differ from our expectations; our results may be negatively affected should actual experience differ from management's assumptions and estimates; the use of reinsurance introduces variability in our statement of income; we could be forced to sell investments at a loss to cover policyholder withdrawals; interest rate fluctuations could negatively affect our spread income or otherwise impact our business; equity market volatility could negatively impact our business; a deficiency in our systems could result in over- or underpayments of amounts owed to or by the Company and/or errors in our 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 controls 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 and insurance industry is sometimes the target of law enforcement investigations and the focus of increased regulatory scrutiny; our ability to maintain low unit costs is dependent upon the level of new sales and persistency of existing business; our investments are subject to market and credit risks; we may not realize our anticipated financial results from our acquisitions strategy; we are dependent on the performance of others; our reinsurers could fail to meet assumed obligations, increase rates, limit the availability of reinsurance in the future or be subject to adverse developments that could affect us; computer viruses or network security breaches could affect our data processing systems or those of our business partners; our ability to grow depends in large part upon the continued availability of capital and could be impacted by the availability of reasonably priced reinsurance; and new accounting rules or changes to existing accounting rules could negatively impact our reported financial results. Please refer to Exhibit 99, incorporated by reference herein, about these factors that could affect future results.

The Company’s results may fluctuate from period to period due to fluctuations in mortality, persistency, claims, expenses, interest rates, and other factors. Therefore, it is management's opinion that quarterly operating results for an insurance company are not necessarily indicative of results to be achieved in future periods, and that a review of operating results over a longer period is necessary to assess an insurance company's performance.

RESULTS OF OPERATIONS

In the following discussion, segment operating income is defined as income before income tax excluding net realized investment gains and losses and related amortization of deferred policy acquisition costs (“DAC”), and the cumulative effect of change in accounting principle. Periodic settlements of interest rate swaps associated with corporate debt and certain investments are included in realized gains and losses but are considered part of segment operating income because the swaps are used to mitigate risk in items affecting segment operating income. Management believes that segment operating income provides relevant and useful information to investors, as it represents the basis on which the performance of the Company’s business is internally assessed. Although the items excluded from segment operating income may be significant components in understanding and assessing the Company’s overall financial performance, management believes that segment operating income enhances an investor’s understanding of the Company’s results of operations. Note that the Company’s segment operating income measures may not be comparable to similarly titled measures reported by other companies.

The following table sets forth a summary of results and reconciles segment operating income (loss) to consolidated net income:

	Three Months Ended March 31						Change
	2005			2004			Change

Life Marketing	$	39,141		$	41,601			(5.9	)%
Acquisitions		21,035			21,203			(0.8	)
Annuities		4,064			2,813			44.5
Stable Value Products		14,399			11,699			23.1
Asset Protection		6,172			4,603			34.1
Corporate and Other		11,645			4,305			170.5
		96,456			86,224

Realized investment gains - investments⁽¹⁾		5,466			12,967
Realized investment gains (losses) - derivatives⁽²⁾		(10,052	)		208
Income tax expense		(31,787	)		(34,094	)

Net income before cumulative effect of change in accounting principle		60,083			65,305			(8.0	)
Cumulative effect of change in accounting principle, net of income tax		0			(15,801	)

Net income	$	60,083		$	49,504			21.4


⁽¹⁾ Realized investment gains - investments	$	27,878		$	16,627
Related amortization of DAC		(22,412	)		(3,660	)
	$	5,466		$	12,967

⁽²⁾ Realized investment gains (losses) - derivatives	$	(6,368	)	$	5,083
Less settlements on certain interest rate swaps		3,684			4,875
	$	(10,052	)	$	208

Net income for the first quarter of 2005 reflects moderate growth in segment operating income, offset by lower net realized investment gains compared to the first quarter of 2004. In addition, net income for the first quarter of 2004 included a cumulative effect charge of $15.8 million with no such adjustment in the first quarter of 2005. Life Marketing’s operating income decreased 5.9% from the first quarter of 2004, reflecting higher overall expenses caused by a less favorable mortality variance and lower capitalization levels at West Coast Life, partially offset by continued growth in life insurance in-force through new sales. The Acquisitions segment’s earnings for the quarter declined due to the normal runoff of the segment’s previously acquired blocks of business. The first quarter of 2005 benefited from an increase in average account values and a slight widening of spreads in the Stable Value Products segment, while improvement in the equity markets and higher sales of both fixed and variable annuities contributed to the increase in the Annuities segment’s earnings. Excluding gains from a charter sale in the first quarter of 2004 of $1.0 million, Asset Protection segment operating income increased 72.4% over the first quarter of 2004, primarily due to improvements in all of the segment’s core product lines.

RESULTS BY BUSINESS SEGMENT

In the following segment discussions, various statistics and other key data the Company uses to evaluate its segments are presented. Sales statistics are used by the Company to measure the relative progress in its marketing efforts, but typically have little immediate impact on reported segment operating income. Sales data for traditional life insurance are based on annualized premiums, while universal life sales are based on annualized target premiums. Sales of annuities are measured based on the amount of deposits received. Stable value contract sales are measured at the time that the funding commitment is made, based on the amount of deposit to be received. Sales within the Asset Protection segment are generally based on the amount of single premium and fees received.

Sales and life insurance in-force amounts are derived from the Company’s various sales tracking and administrative systems, and are not derived from the Company’s financial reporting systems or financial statements. Mortality variances are derived from actual claims compared to expected claims. These variances do not represent the net impact to earnings due to the interplay of reserves and DAC amortization.

Life Marketing

The Life Marketing segment markets level premium term and term-like insurance, universal life (UL), and variable universal life products on a national basis primarily through networks of independent insurance agents and brokers, stockbrokers, and in the "bank owned life insurance" (BOLI) market. Segment results were as follows:

	Three Months Ended March 31						Change
	2005			2004			Change

REVENUES
Gross premiums and policy fees	$	273,769		$	235,986			16.0	%
Reinsurance ceded		(199,746	)		(168,786	)		18.3
Net premiums and policy fees		74,023			67,200			10.2
Net investment income		61,153			57,940			5.5
Other income		28,556			21,143			35.1
Total operating revenues		163,732			146,283			11.9

BENEFITS AND EXPENSES
Benefits and settlement expenses		89,783			72,026			24.7
Amortization of deferred policy acquisition costs		17,827			21,081			(15.4	)
Other operating expenses		16,981			11,575			46.7
Total benefits and expenses		124,591			104,682			19.0

OPERATING INCOME		39,141			41,601			(5.9	)

INCOME BEFORE INCOME TAX	$	39,141		$	41,601			(5.9	)

The following table summarizes key data for the Life Marketing segment:

	Three Months Ended March 31						Change
	2005			2004			Change
Sales By Product
Traditional	$	34,508		$	46,835			(26.3	)%
Universal life		32,747			17,697			85.0
Variable universal life		1,138			1,125			1.2
	$	68,393		$	65,657			4.2

Sales By Distribution Channel
Brokerage general agents	$	36,173		$	42,747			(15.4	)
Independent agents		17,309			12,740			35.9
Stockbrokers/banks		12,670			6,059			109.1
BOLI/other		2,241			4,111			(45.5	)
	$	68,393		$	65,657			4.2

Average Life Insurance In-Force⁽¹⁾
Traditional	$	329,056,571		$	275,674,638
Universal life		43,105,270			39,063,682
	$	372,161,841		$	314,738,320

Average Account Values
Universal life	$	3,876,441		$	3,463,960
Variable universal life		217,131			177,037
	$	4,093,572		$	3,640,997

Interest Spread - Universal Life⁽²⁾
Net investment income yield		6.18	%		6.48	%
Interest credited to policyholders		4.88			4.96
Interest spread		1.30	%		1.52	%

Mortality Experience ⁽³⁾	$	1,252		$	2,194

⁽¹⁾ Amounts are not adjusted for reinsurance ceded.

⁽²⁾ Interest spread on average general account values.

⁽³⁾ Represents a favorable variance as compared to pricing assumptions.

Operating income decreased 5.9% from the first quarter of 2004. This decrease is the result of higher overall expenses, including a less favorable mortality variance, partially offset by a 10.2% increase in net premiums and policy fees resulting from a moderate increase in sales and the growth of life insurance in-force.

Gross premiums and policy fees grew by 16.0% in the current quarter due to the growth in life insurance in-force achieved over the last several quarters, while amounts ceded increased 18.3% as the segment continued to reinsure a significant amount of its new business. Net investment income increased 5.5% over the first quarter of 2004 reflecting the growth of the segment’s assets, offset by lower investment yields. The 35.1% increase in other income for the quarter is due primarily to additional income from the segment’s direct response and broker-dealer subsidiaries. Due to the nature of these businesses, the majority of this additional income is offset by increases in other operating expenses.

Benefits and settlement expenses were 24.7% higher than the first quarter of 2004 due to growth in life insurance in-force, fluctuations in mortality experience and higher credited interest on UL products resulting from increases in account values. Mortality for the current quarter was $0.9 million less favorable than the first quarter of 2004. Amortization of DAC was 15.4% lower for the quarter primarily due to favorable effects of unlocking on UL amortization in the first quarter of 2005 and effects on amortization of the SOP implementation in the first quarter of 2004.

Other operating expenses for the segment were as follows:

	Three Months Ended March 31						Change
	2005			2004			Change

Insurance Companies:
First year commissions	$	80,048		$	78,255			2.3	%
Renewal commissions		7,794			7,673			1.6
First year ceding allowances		(40,353	)		(44,622	)		(9.6	)
Renewal ceding allowances		(38,126	)		(30,823	)		23.7
General & administrative		46,909			48,566			(3.4	)
Taxes, licenses and fees		6,480			4,290			51.0
Other operation expenses incurred		62,752			63,339			(0.9	)

Less commissions, allowances & expenses capitalized		(72,914	)		(72,272	)		0.9

Other operating expenses		(10,162	)		(8,933	)		13.8

Marketing Companies:
Commissions		18,098			15,463			17.0
Other		9,045			5,045			79.3
Other operating expenses		27,143			20,508			32.4

Other operating expenses	$	16,981		$	11,575			46.7

Currently, the segment is reinsuring significant amounts of new life insurance sold. Pursuant to the underlying reinsurance contracts, reinsurers pay allowances to the segment as a percentage of both first year and renewal premiums. A portion of these allowances is deferred as part of DAC while the remainder is recognized immediately as a reduction of other operating expenses. While the recognition of reinsurance allowances is consistent with GAAP, non-deferred allowances often exceed the segment’s non-deferred direct costs, causing net other operating expenses to be negative. Consideration of all components of the segment’s income statement, including amortization of DAC, is required to assess the impact of reinsurance on segment operating income.

Other operating expenses for the insurance companies were 13.8% more favorable than the first quarter of 2004, as the 4.2% increase in sales combined with lower incurred expenses positively impacted the segment’s expense capitalization levels. General and administrative expenses decreased 3.4% from the first quarter of 2004 as a result of reductions in overhead. Amounts capitalized as DAC generally include first year commissions and allowances, and other deferrable acquisition expenses. The change in these amounts generally reflects the trend in sales for the quarter.

Other operating expenses for the marketing companies increased 32.4% as compared to the first quarter of 2004 primarily as a result of higher commissions and other expenses in the segment’s direct response and broker-dealer subsidiaries, resulting from higher revenue.

Sales for the segment increased 4.2% versus the first quarter of 2004 primarily due to the significant increase in universal life sales. The strong UL sales were partially offset by lower production of traditional life in the brokerage general agent channel. Sales of BOLI business also declined from 2004. BOLI sales will vary widely between periods as the segment responds to opportunities for these products only when the market accommodates required returns. The segment has changed its direct response business sold through Matrix Direct, Inc. to focus on a multi-carrier distribution strategy, and is not currently marketing its product through this distribution channel.

Acquisitions

The Acquisitions segment focuses on acquiring, converting, and servicing policies acquired from other companies. The segment's primary focus is on life insurance policies sold to individuals. Segment results were as follows:

	Three Months Ended March 31						Change
	2005			2004			Change

REVENUES
Gross premiums and policy fees	$	65,500		$	69,469			(5.7	)%
Reinsurance ceded		(20,029	)		(17,101	)		17.1
Net premiums and policy fees		45,471			52,368			(13.2	)
Net investment income		56,714			58,655			(3.3	)
Other income		361			717			(49.7	)
Total operating revenues		102,546			111,740			(8.2	)

BENEFITS AND EXPENSES
Benefits and settlement expenses		66,399			73,020			(9.1	)
Amortization of deferred policy acquisition costs		7,071			7,849			(9.9	)
Other operating expenses		8,041			9,668			(16.8	)
Total benefits and expenses		81,511			90,537			(10.0	)

OPERATING INCOME		21,035			21,203			(0.8	)

INCOME BEFORE INCOME TAX	$	21,035		$	21,203			(0.8	)

The following table summarizes key data for the Acquisitions segment:

	Three Months Ended March 31						Change
	2005			2004			Change

Average Life Insurance In-Force⁽²⁾
Traditional	$	11,190,436		$	12,600,628			(11.2	)%
Universal life		17,633,906			18,898,914			(6.7	)
	$	28,824,342		$	31,499,542			(8.5	)

Average Account Values
Universal life	$	1,715,584		$	1,743,884			(1.6	)
Fixed annuity⁽³⁾		215,707			221,753			(2.7	)
Variable annuity		83,925			102,246			(17.9	)
	$	2,015,216		$	2,067,883			(2.5	)

Interest Spread - UL & Fixed Annuities
Net investment income yield		7.09	%		7.23	%
Interest credited to policyholders		5.15			5.26
Interest spread		1.94	%		1.97	%

Mortality Experience⁽¹⁾	$	447		$	660

⁽¹⁾ Represents a favorable variance as compared to pricing assumptions.

⁽²⁾ Amounts are not adjusted for reinsurance ceded.

⁽³⁾ Includes general account balances held within variable annuity products.

Net premiums and policy fees declined by 13.2% from the first quarter of 2004. Approximately half of this decrease is related to the payment of amounts due under two reinsurance treaties. While this had no net income impact, the payments decreased current period net premiums and policy fees by $3.9 million, benefits and settlement expenses by $3.5 million, and other operating expenses by $0.4 million. The remainder of the decline is due to the continued runoff from acquired blocks of business.

Net investment income was also lower for the current quarter due to the runoff of business and lower overall earned rates. The segment has continued to review credited rates on UL and annuity business to minimize the impact of lower earned rates on interest spreads. The interest spread declined 3 basis points from the first quarter of 2004.

Policy benefit expenses were down 9.1% from the first quarter of 2004. Approximately half of the decrease is due to the reinsurance transaction mentioned above with the remainder of the decrease due to the decline in in-force. Amortization of DAC decreased during the current quarter due to the overall decline in business as well as a favorable change in DAC adjustments on certain universal life blocks. The first quarter of 2004 included an adjustment to increase DAC $0.8 million, compared to an adjustment of only $0.2 million in the first quarter of 2005. Other operating expenses decreased 16.8% from the first quarter of 2004 due to lower commissions resulting from lower net premiums, reductions in other general expenses, and the reinsurance transaction discussed above.

The segment’s life insurance in-force and UL and annuity account values have declined from 2004 levels as no new acquisitions have been made since 2002. In the ordinary course of business, the segment regularly considers acquisitions of blocks of policies or smaller insurance companies. However, the level of the segment’s acquisition activity is predicated upon many factors, including available capital, operating capacity, and market dynamics. The Company will continue to pursue suitable acquisitions as they become available.

Annuities

The Annuities segment manufactures, sells, and supports fixed and variable annuity products. These products are primarily sold through stockbrokers, but are also sold through financial institutions and the Life Marketing segment's sales force. Segment results were as follows:

	Three Months Ended March 31						Change
	2005			2004			Change

REVENUES
Gross premiums and policy fees	$	7,840		$	7,628			2.8	%
Reinsurance ceded		-			-
Net premiums and policy fees		7,840			7,628			2.8
Net investment income		56,150			51,588			8.8
Other income		1,726			1,785			(3.3	)
Total operating revenues		65,716			61,001			7.7

BENEFITS AND EXPENSES
Benefits and settlement expenses		48,080			46,046			4.4
Amortization of deferred policy acquisition costs		7,226			5,397			33.9
Other operating expenses		6,346			6,745			(5.9	)
Total benefits and expenses		61,652			58,188			6.0

OPERATING INCOME		4,064			2,813			44.5

Realized investment gains		27,462			6,004
Related amortization of DAC		(22,412	)		(3,660	)

INCOME BEFORE INCOME TAX	$	9,114		$	5,157			76.7

The following table summarizes key data for the Annuities segment:

	Three Months Ended March 31						Change
	2005			2004			Change

Sales
Fixed annuity	$	59,568		$	16,095			270.1	%
Variable annuity		77,003			61,723			24.8
	$	136,571		$	77,818			75.5

Average Account Values
Fixed annuity⁽³⁾	$	3,442,520		$	3,180,016			8.3
Variable annuity		2,194,782			1,996,390			9.9
	$	5,637,302		$	5,176,406			8.9

Interest Spread - Fixed Annuities⁽¹⁾
Net investment income yield		6.60	%		6.57	%
Interest credited to policyholders		5.60			5.77
Interest spread		1.00	%		0.80	%


	As of March 31
		2005			2004

GMDB - Net amount at risk⁽²⁾	$	198,954		$	262,102			(24.1	)
GMDB - Reserves	$	4,382		$	5,225			(16.1	)
S&P 500 Index		1,181			1,126			4.9

⁽¹⁾ Interest spread on average general account values.

⁽²⁾ Guaranteed death benefit in excess of contract holder account balance.

⁽³⁾ Includes general account balances held within variable annuity products.

Segment operating income increased 44.5% compared to the first quarter of 2004, reflecting higher sales of both fixed and variable annuities and the impact of improved equity markets reflected in the variable annuity business.

The improvement in the equity markets and increase in net deposits caused a 9.9% increase in variable annuity account values, which drove the modest increase in net premiums and policy fees for the quarter. The increase in fixed annuity balances caused net investment income and interest credited to increase from the first quarter of 2004. Interest spreads on fixed annuities increased 20 basis points as compared to the first quarter of 2004 primarily due to crediting rate reductions. Other income was relatively unchanged from the first quarter of 2004.

The increase in benefits and settlement expenses is primarily the result of a $2.3 million increase in credited interest compared to the first quarter 2004 due to the increase in fixed annuity account values. The additional profits on variable annuities were partially offset by higher amortization of DAC of $1.8 million for the first quarter of 2005. Other operating expenses decreased 5.9% versus the first quarter of 2004 due to higher expense capitalization caused by the increase in sales and lower operating expenses.

The large increase in realized investment gains is due to the sale of approximately $300 million in securities as a result of rebalancing the portfolio to improve the duration match between the segment’s assets and liabilities. The impact of the realized investment gains was partially offset by the related increase of $22.4 million in DAC amortization associated with those gains.

Sales of fixed annuities increased 270.1% from the first quarter of 2004 due to the very low interest rate environment in the first quarter of 2004. Variable annuity sales were 24.8% higher than the same quarter of 2004. The improved equity markets reduced the net amount at risk with respect to guaranteed minimum death benefits by 24.1%.

Stable Value Products

The Stable Value Products segment sells guaranteed funding agreements (GFAs) to special purpose entities that in turn issue notes or certificates in smaller, transferable denominations. The segment also markets fixed and floating rate funding agreements directly to the trustees of municipal bond proceeds, institutional investors, bank trust departments, and money market funds. Additionally, the segment markets guaranteed investment contracts (GICs) to 401(k) and other qualified retirement savings plans. Segment results were as follows:

	Three Months Ended March 31				Change
	2005		2004		Change

REVENUES
Net investment income	$	73,875	$	64,033		15.4	%

BENEFITS AND EXPENSES
Benefits and settlement expenses		57,169		49,769		14.9
Amortization of deferred policy acquisition costs		1,084		761		42.4
Other operating expenses		1,223		1,804		(32.3	)
Total benefits and expenses		59,476		52,334		13.6

OPERATING INCOME		14,399		11,699		23.1

Realized investment gains		619		3,879
INCOME BEFORE INCOME TAX	$	15,018	$	15,578		(3.6	)

The following table summarizes key data for the Stable Value Products segment:

	Three Months Ended March 31						Change
	2005			2004			Change

Sales
GIC	$	24,050		$	0			n/a
GFA - Registered Notes - Institutional		350,000			300,000			16.7	%
GFA - Registered Notes - Retail		31,845			221,500			(85.6	)
	$	405,895		$	521,500			(22.2	)


Average Account Values	$	5,716,571		$	4,851,592			17.8

Operating Spread
Net investment income yield		5.33	%		5.44	%
Interest credited		4.12			4.23
Operating expenses		0.17			0.22
Operating spread		1.04	%		0.99	%

Operating income increased 23.1% from the first quarter of 2004 due to growth in average account balances, as well as a slight widening of spreads from the first quarter of 2004. The growth in average account balances was primarily driven by sales of the Company’s registered funding agreement-backed notes program. Differences in portfolio composition caused the investment income yield to decline from the first quarter of 2004, while the maturity of high rate contracts caused the interest credited rate to decline. Although the net interest spread remained unchanged from the first quarter of 2004, lower operating expenses resulted in an improvement in operating spreads of 5 basis points. Currently, operating spreads are anticipated to range from 90-100 basis points for the remainder of 2005.

Total sales were 22.2% lower than the first quarter of 2004. Although institutional sales were strong, retail note sales for the quarter were disappointing, especially when compared with the sales volume generated by the product introduction in the first quarter of 2004. The decline in retail note sales for the quarter was caused by general market conditions including interest rate volatility. Sales in the second quarter are rebounding and the Company currently anticipates total annual sales for 2005 of $1.5 billion.

Asset Protection

The Asset Protection segment primarily markets extended service contracts and credit life and disability insurance to protect consumers’ investments in automobiles and watercraft. Segment results were as follows:

	Three Months Ended March 31						Change
	2005			2004			Change

REVENUES
Gross premiums and policy fees	$	114,004		$	118,179			(3.5	)%
Reinsurance ceded		(65,063	)		(63,106	)		3.1
Net premiums and policy fees		48,941			55,073			(11.1	)
Net investment income		7,600			7,541			0.8
Other income		8,537			9,062			(5.8	)
Total operating revenues		65,078			71,676			(9.2	)

BENEFITS AND EXPENSES
Benefits and settlement expenses		26,529			32,199			(17.6	)
Amortization of deferred policy acquisition costs		17,546			19,956			(12.1	)
Other operating expenses		14,831			14,918			(0.6	)
Total benefits and expenses		58,906			67,073			(12.2	)

OPERATING INCOME		6,172			4,603			34.1

INCOME BEFORE INCOME TAX	$	6,172		$	4,603			34.1

The following table summarizes key data for the Asset Protection segment:

	Three Months Ended March 31						Change
	2005			2004			Change

Sales
Credit insurance	$	50,106		$	51,246			(2.2	)%
Service contracts		47,138			44,275			6.5
Other products		9,075			8,151			11.3
	$	106,319		$	103,672			2.6

Loss Ratios ⁽¹⁾
Credit insurance		32.1	%		39.6	%
Service contracts		73.4			76.9
Other products		62.0			78.1

⁽¹⁾ Incurred claims as a percentage of earned premiums.

Operating income increased 34.1% from the first quarter of 2004 due to improvements in earnings for all core product lines. Earnings from service contract products improved $1.8 million from the first quarter of 2004, while credit insurance products and other products improved $1.0 million and $0.2 million, respectively, from the first quarter of 2004. The improvement in earnings from core operations was partially offset by higher losses of $0.4 million from discontinued operations, and the lack of income from charter sales in 2005 compared to charter sales of $1.0 million in the first quarter of 2004.

The decline in net premiums for the quarter was primarily related to a decrease of $5.5 million in the credit insurance lines, due primarily to higher levels of reinsurance. Partially offsetting this decline was an increase in net premiums in other lines of business of $1.4 million for the quarter, reflecting the continued steady growth of these lines. Net premiums for the vehicle service contract line remained relatively unchanged from the same quarter of 2004. The decrease in other income is due to the charter sale in the first quarter of 2004.

Benefits and settlement expenses decreased 17.6% from the first quarter of 2004 due to the decrease in the segment’s net premiums and the overall improvement in loss ratios. Amortization of DAC in the first quarter of 2005 was lower than the comparable period in 2004 due to the decline in the segment’s credit business. Other operating expenses were relatively unchanged from the first quarter of 2004.

Loss ratios for service contracts have continued to improve over prior periods as a result of segment initiatives to increase pricing and tighten the underwriting and claims processes. Loss ratios for other products have declined significantly from the first quarter of 2004 primarily due to the continuing decline in the closed blocks of business in the segment’s runoff lines.

Sales of credit insurance through financial institutions rose 5.0% from levels achieved in the first quarter of 2004 primarily due to a third party administrator relationship. The increase in financial institution credit insurance sales is expected to decline as the third party administrator goes into runoff over the next year. These strong credit insurance sales results were offset by a 16% decline in credit insurance sold through automobile dealers. Service contract sales for the current quarter were 6.5% above the sales reported in the first quarter of 2004, reflecting increases of $1.3 million and $2.0 million, respectively, in vehicle lines and marine sales.

Corporate and Other

The Company has an additional segment herein referred to as Corporate and Other. The Corporate and Other segment primarily consists of net investment income and expenses not attributable to the segments above (including net investment income on unallocated capital and interest on debt). This segment also includes earnings from several small non-strategic lines of business (primarily cancer insurance, residual value insurance, surety insurance, and group annuities), various investment-related transactions, and the operations of several small subsidiaries.

The following table summarizes results for this segment:

	Three Months Ended March 31						Change
	2005			2004			Change

Operating income⁽¹⁾	$	11,645		$	4,305		$	7,340

Realized gains and losses - investments		(73	)		7,015			(7,088	)
Realized gains and losses - derivatives		(10,182	)		(63	)		(10,119	)
Income before income tax	$	1,390		$	11,257		$	(9,867	)

⁽¹⁾ Includes settlements on interest rate swaps of $3,684 and $4,875 for the three months ended March 31, 2005 and 2004, respectively.

Operating income increased $7.3 million from the first quarter of 2004. Net investment income increased $7.6 million while income from interest rate swaps decreased $1.2 million from the first quarter of 2004. The increase in net investment income is the result of higher amounts of unallocated capital and increased participating mortgage income, slightly offset by lower mark-to-market gains on trading securities. Participating mortgage income increased $1.9 million over the first quarter of 2004, reflecting increased transaction activity within the Company’s mortgage portfolio. Mark-to-market adjustments on the Company’s trading portfolio resulted in a loss of $1.8 million for the first quarter of 2005 compared to a gain of $1.7 million for the same period in 2004. Results for the runoff insurance remained relatively unchanged from the first quarter of 2004 with operating losses of $3.6 million for the first quarter of 2005.

Realized Gains and Losses

The following table sets forth realized investment gains and losses for the periods shown:

	Three Months Ended March 31						Change
	2005			2004			Change

Fixed maturity gains	$	36,764		$	20,151		$	16,613
Fixed maturity losses		(6,397	)		(3,294	)		(3,103	)
Equity gains		138			1,221			(1,083	)
Equity losses		(807	)		(402	)		(405	)
Impairments on fixed maturity securities		(246	)		(200	)		(46	)
Other		(1,574	)		(849	)		(725	)
Total realized gains - investments	$	27,878		$	16,627		$	11,251

Foreign currency swaps	$	(3,977	)	$	(9,719	)	$	5,742
Foreign currency adjustments on stable value contracts		4,225			9,990			(5,765	)
Derivatives related to corporate debt		(341	)		6,900			(7,241	)
Derivatives related to mortgage loan commitments		4,870			(8,370	)		13,240
Other derivatives		(11,145	)		6,282			(17,427	)
Total realized gains (losses) - derivatives	$	(6,368	)	$	5,083		$	(11,451	)

Realized gains and losses on investments reflect portfolio management activities designed to maintain proper matching of assets and liabilities and to enhance long-term investment portfolio performance. The overall change in net realized investment gains for the current quarter, excluding impairments, reflects the normal operation of the Company’s asset/liability program within the context of the changing interest rate environment. Investment impairments for the first quarter of 2005 were relatively unchanged as compared to the first quarter of 2004. Additional details on the Company’s investment performance and evaluation is provided in the section entitled “Liquidity and Capital Resources” included herein.

Realized investment gains and losses related to derivatives represent changes in the fair value of derivative financial instruments and gains (losses) on derivative contracts closed during the period. The Company has entered into foreign currency swaps to mitigate the risk of changes in the value of principal and interest payments to be made on certain of its foreign currency denominated stable value contracts. The net change in the realized gains (losses) resulting from these securities in the first quarter of 2005 was immaterial. These changes were the result of differences in the related foreign currency spot and forward rates used to value the stable value contracts and foreign currency swaps. The Company also uses interest rate swaps to mitigate interest rate risk related to its Senior Notes, Medium-Term Notes, and subordinated debt securities. Interest rates moved higher in the first quarter 2005 and caused the 2005 results from these swaps to compare unfavorably with the first quarter of 2004. The Company has taken short positions in U.S. Treasury futures to mitigate interest rate risk related to the Company’s mortgage loan commitments. The changes in net gains (losses) from these securities were the result of fluctuations in interest rates and adjustments to the Company’s short positions during the respective periods.

The Company also uses various swaps and options to mitigate risk related to other interest rate exposures of the Company. For the first quarter of 2005, a portion of the change, a $5.4 million decrease in realized gains (losses) resulted from higher interest rates in the first quarter of 2005, which impacted the fair value of certain interest rate swaps and options. An additional decrease of $4.8 million for the first quarter of 2005 related to gains from embedded derivatives within certain bonds that either matured or were called in the first quarter of 2004. There was also a $0.7 million increase in realized gains (losses) for the first quarter of 2005 from asset swaps that either matured or were called in the first quarter of 2005. An additional $0.9 million decrease in realized gains (losses) for the first quarter 2005 was due to embedded derivatives within annuity contracts and reinsurance agreements.

Additionally, in the first quarter of 2005, the Company recorded a $7.1 million realized investment loss (derivative financial instruments) related to accrued investment income, which arose in periods prior to 2003. The impact had no effect on previously reported segment operating income and no material effect on previously reported net income.

Recently Issued Accounting Standards

Recent Developments

A proposal to amend Actuarial Guideline 38 (promulgated by the NAIC and part of codification of statutory accounting principles) has been exposed for comment, and certain regulators have indicated a desire for the NAIC to adopt the proposal in mid-2005 or early 2006. Actuarial Guideline 38, also known as AXXX, sets forth the reserve requirements for universal life insurance with secondary guarantees (ULSG). The Company believes that the proposal would increase the reserve levels required for many ULSG products, and thus would make those products more expensive and less competitive as compared to other products including term and whole life products. The Company cannot predict whether the proposal will be adopted and, if so, whether it will be in the form currently proposed and whether it will be retroactive. The Company believes that the impact of the proposal on the Company will be primarily prospective and relate to the competitiveness of its products as compared to traditional whole life or other high cash value insurance products or other products supported by relatively inexpensive capital (such as reinsurance of redundant reserves). To the extent the additional reserves are generally considered to be economically redundant, capital market or other solutions may emerge to reduce the impact of the proposal, if passed in its current form. The ability of the Company to access such solutions may depend on factors such as the ratings of the Company, the size of the blocks of business affected, the mortality experience of the Company and other factors. The Company cannot predict when or if these solutions may become available to the Company or its competitors.

The financial services industry has recently become the focus of increased scrutiny by regulatory and law enforcement authorities relating to allegations of improper special payments, price-fixing, bid-rigging and other alleged misconduct, including payments made by insurers and other financial service providers to brokers and the practices surrounding the placement of insurance business and sales of other financial products as well as practices related to finite reinsurance. Such publicity may generate litigation against financial service providers, even those who do not engage in the business lines or practices currently at issue. It is impossible to predict the outcome of these investigations or proceedings, whether they will expand into other areas not yet contemplated, whether they will result in changes in insurance regulation, whether activities currently thought to be lawful will be characterized as unlawful, or the impact, if any, of this increased regulatory and law enforcement scrutiny of the financial services industry on the Company. As these inquiries appear to encompass a large segment of our industry, perhaps the entire industry, it would not be unusual for large numbers of companies in the financial services industry to receive subpoenas, requests for information from regulatory authorities or other inquiries relating to these and similar matters. From time to time, the Company receives subpoenas, requests or other inquires and responds to them in the ordinary course of business.

The Company received a subpoena from the Attorney General of West Virginia for documents and other information relating to funding agreement-backed securities, special purpose vehicles, and related subjects. The Company understands that other U.S. based life insurers that participate in funding agreement backed note programs have received similar subpoenas. The Company is responding to the subpoena. The Company is not aware of any problems relating to its participation in funding agreement-backed note programs that would have a material adverse effect on its results of operations or financial condition.

The California Department of Insurance has promulgated proposed regulations that would characterize some life insurance agents as brokers and impose certain obligations on those agents that may conflict with the interests of insurance carriers or require the agent to, among other things, advise the client with respect to the best available insurer. The Company cannot predict the outcome of this regulatory proposal or whether any other state will propose or adopt similar actions.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s operations usually produce a positive cash flow. This cash flow is used to fund an investment portfolio to finance future benefit payments. Since future benefit payments largely represent medium- and long-term obligations reserved using certain assumed interest rates, the Company’s investments are predominantly in medium- and long-term, fixed-rate investments such as bonds and mortgage loans.

INVESTMENTS

Portfolio Description

The Company's investment portfolio consists primarily of fixed maturity securities (bonds and redeemable preferred stocks) and commercial mortgage loans. The Company generally purchases its investments with the intent to hold to maturity by purchasing investments that match future cash flow needs. However, the Company may sell any of its investments to maintain proper duration matching of assets and liabilities. Accordingly, the Company has classified $14.9 billion of its fixed maturities and equity securities as “available for sale.”

As of December 31, 2003, the Company consolidated a special-purpose entity, in accordance with FIN 46, whose investments are managed by the Company. These investments, which have a market value of $411.3 million at March 31, 2005, have been classified as “trading” securities by the Company.

The Company’s investments in debt and equity securities are reported at market value, and investments in mortgage loans are reported at amortized cost. At March 31, 2005, the Company’s fixed maturity investments had a market value of $15.3 billion, which is 3.2% above amortized cost of $14.8 billion. The Company had $3.0 billion in mortgage loans at March 31, 2005. While the Company’s mortgage loans do not have quoted market values, at March 31, 2005, the Company estimates the market value of its mortgage loans to be $3.1 billion (using discounted cash flows from the next call date), which is 3.4% above amortized cost. Most of the Company’s mortgage loans have significant prepayment fees. These assets are invested for terms approximately corresponding to anticipated future benefit payments. Thus, market fluctuations are not expected to adversely affect liquidity.

The following table shows the reported values of the Company's invested assets.

	March 31, 2005				December 31, 2004
	($ in thousands)

Publicly-issued bonds	$	13,394,735	67.1	%	$	12,519,107	64.6	%
Privately issued bonds		1,866,212	9.3			1,889,905	9.7
Redeemable preferred stock		2,749	0.0			3,593	0.0
Fixed maturities		15,263,696	76.4			14,412,605	74.3
Equity securities		59,605	0.3			58,941	0.3
Mortgage loans		3,042,584	15.2			3,005,418	15.5
Investment real estate		104,986	0.5			107,246	0.6
Policy loans		472,345	2.4			482,780	2.5
Other long-term investments		222,943	1.1			259,025	1.3
Short-term investments		816,335	4.1			1,059,557	5.5
Total investments	$	19,982,494	100.0	%	$	19,385,572	100.0	%

Included in the above table are $409.7 million of fixed maturities and $1.6 million of short term investments and $410.1 million of fixed maturities and $7.2 million of short-term investments classified by the Company as trading securities at March 31, 2005 and December 31, 2004, respectively.

Market values for private, non-traded securities are determined as follows: 1) the Company obtains estimates from independent pricing services or 2) the Company estimates market value based upon a comparison to quoted issues of the same issuer or issues of other issuers with similar terms and risk characteristics. The market value of private, non-traded securities was $1.9 billion at March 31, 2005, representing 9.3% of the Company’s total invested assets.

The Company participates in securities lending, primarily as an investment yield enhancement, whereby securities that are held as investments are loaned to third parties for short periods of time. The Company requires collateral of 102% of the market value of the loaned securities to be separately maintained. The loaned securities’ market value is monitored, on a daily basis, with additional collateral obtained as necessary. At March 31, 2005, securities with a market value of $565.5 million were loaned under these agreements. As collateral for the loaned securities, the Company receives short-term investments, which are recorded in “short-term investments” with a corresponding liability recorded in “other liabilities” to account for the Company’s obligation to return the collateral.

Risk Management and Impairment Review

The Company monitors the overall credit quality of the Company’s portfolio within general guidelines. The following table shows the Company's available for sale fixed maturities by credit rating at March 31, 2005.

S&P or Equivalent Designation	Market Value		Percent of Market Value
	($ in thousands)

AAA	$	6,055,326		40.8	%
AA		889,408		6.0
A		3,105,756		20.9
BBB		3,855,253		26.0
Investment grade		13,905,743		93.7
BB		704,833		4.7
B		225,813		1.5
CCC or lower		14,724		0.1
In or near default		155		0.0
Below investment grade		945,525		6.3
Redeemable preferred stock		2,749		0.0
Total	$	14,854,017		100.0	%

Not included in the table above are $398.6 million of investment grade and $11.1 million of less than investment grade fixed maturities classified by the Company as trading securities.

Limiting bond exposure to any creditor group is another way the Company manages credit risk. The following table summarizes the Company's ten largest fixed maturity exposures to an individual creditor group as of March 31, 2005.

Creditor	Market Value
	($ in millions)

Berkshire Hathaway	$	81.1
FPL Group		77.0
Bank of America		76.4
Dominion Resources		75.6
Kinder Morgan		75.0
Wachovia		74.8
Southern Company		73.1
Merrill Lynch		72.2
Edison International		72.0
Progress Energy		71.4

The Company’s management considers a number of factors when determining the impairment status of individual securities. These include the economic condition of various industry segments and geographic locations and other areas of identified risks. Although it is possible for the impairment of one investment to affect other investments, the Company engages in ongoing risk management to safeguard against and limit any further risk to its investment portfolio. Special attention is given to correlated risks within specific industries, related parties and business markets.

The Company generally considers a number of factors in determining whether the impairment is other-than-temporary. These include, but are not limited to: 1) actions taken by rating agencies, 2) default by the issuer, 3) the significance of the decline, 4) the intent and ability of the Company to hold the investment until recovery, 5) the time period during which the decline has occurred, 6) an economic analysis of the issuer’s industry, and 7) the financial strength, liquidity, and recoverability of the issuer. Management performs a security by security review each quarter in evaluating the need for any other-than-temporary impairments. Although no set formula is used in this process, the investment performance, collateral position and continued viability of the issuer are significant measures considered.

The Company generally considers a number of factors relating to the issuer in determining the financial strength, liquidity, and recoverability of an issuer. These include but are not limited to: available collateral, tangible and intangible assets that might be available to repay debt, operating cash flows, financial ratios, access to capital markets, quality of management, market position, exposure to litigation or product warranties, and the effect of general economic conditions on the issuer. Once management has determined that a particular investment has suffered an other-than-temporary impairment, the asset is written down to its estimated fair value.

There are certain risks and uncertainties associated with determining whether declines in market values are other-than-temporary. These include significant changes in general economic conditions and business markets, trends in certain industry segments, interest rate fluctuations, rating agency actions, changes in significant accounting estimates and assumptions, commission of fraud and legislative actions. The Company continuously monitors these factors as they relate to the investment portfolio in determining the status of each investment. Provided below are additional facts concerning the potential effect upon the Company’s earnings should circumstances lead management to conclude that some of the current declines in market value are other-than-temporary.

Unrealized Gains and Losses

The information presented below relates to investments at a certain point in time and is not necessarily indicative of the status of the portfolio at any time after March 31, 2005, the balance sheet date. Information about unrealized gains and losses is subject to rapidly changing conditions, including volatility of financial markets and changes in interest rates. As indicated above, the Company’s management considers a number of factors in determining if an unrealized loss is other-than-temporary, including its ability and intent to hold the security until recovery. Furthermore, since the timing of recognizing realized gains and losses is largely based on management’s decisions as to the timing and selection of investments to be sold, the tables and information provided below should be considered within the context of the overall unrealized gain (loss) position of the portfolio. At March 31, 2005, the Company had an overall pretax net unrealized gain of $472.9 million.

For traded and private fixed maturity and equity securities held by the Company that are in an unrealized loss position at March 31, 2005, the estimated market value, amortized cost, unrealized loss and total time period that the security has been in an unrealized loss position are presented in the table below.

	Estimated Market Value		% Market Value			Amortized Cost		% Amortized Cost			Unrealized Loss			% Unrealized Loss
	($ in thousands)

<= 90 days	$	3,865,315		78.4	%	$	3,917,727		77.7	%	$	(52,412	)		46.1	%
>90 days but <= 180 days		513,289		10.4			526,019		10.4			(12,730	)		11.2
>180 days but <= 270 days		53,435		1.1			57,210		1.1			(3,775	)		3.3
>270 days but <= 1 year		212,983		4.3			228,294		4.5			(15,311	)		13.5
>1 year but <= 2 years		230,045		4.7			243,847		4.8			(13,802	)		12.1
>2 years but <= 3 years		299		0.0			535		0.0			(236	)		0.2
>3 years but <= 4 years		22,778		0.5			24,389		0.5			(1,611	)		1.4
>4 years but <= 5 years		257		0.0			408		0.0			(151	)		0.1
>5 years		30,975		0.6			44,709		1.0			(13,734	)		12.1
Total	$	4,929,376		100.0	%	$	5,043,138		100.0	%	$	(113,762	)		100.0	%

At March 31, 2005, securities with a market value of $28.8 million and $17.0 million of unrealized losses were issued in Company-sponsored commercial mortgage loan securitizations, including $13.4 million of unrealized losses greater than five years. The Company does not consider these unrealized positions to be other-than-temporary, because the underlying mortgage loans continue to perform consistently with the Company’s original expectations.

The Company has no material concentrations of issuers or guarantors of fixed maturity securities. The industry segment composition of all securities in an unrealized loss position held by the Company at March 31, 2005, is presented in the following table.

	Estimated Market Value		% Market Value			Amortized Cost		% Amortized Cost			Unrealized Loss				% Unrealized Loss
	($ in thousands)

Agency Mortgages	$	1,657,692		33.6	%	$	1,675,897		33.2	%	$	(18,205	)	16.0%
Banking		266,775		5.4			271,555		5.4			(4,780	)	4.2
Basic Industrial		109,358		2.2			114,009		2.3			(4,651	)	4.1
Brokerage		142,309		2.9			145,543		2.9			(3,234	)	2.8
Canadian Govt. Agencies		19,655		0.4			19,827		0.4			(172	)	0.2
Communications		101,603		2.1			105,978		2.1			(4,375	)	3.8
Consumer Cyclical		93,568		1.9			98,305		2.0			(4,737	)	4.2
Consumer Noncyclical		35,738		0.7			37,774		0.7			(2,036	)	1.8
Electric		424,070		8.6			438,464		8.7			(14,394	)	12.7
Energy		111,532		2.3			115,242		2.3			(3,710	)	3.3
Finance Companies		453,437		9.2			465,421		9.2			(11,984	)	10.5
Insurance		156,607		3.2			160,661		3.2			(4,054	)	3.5
Municipal Agencies		71		0.0			71		0.0			(0	)	0.0
Natural Gas		194,919		4.0			200,544		4.0			(5,625	)	4.9
Non-Agency Mortgages		690,261		14.0			709,853		14.1			(19,592	)	17.2
Other Finance		183,310		3.7			189,104		3.7			(5,794	)	5.1
Other Industrial		53,708		1.1			54,702		1.1			(994	)	0.9
Other Utility		21		0.0			44		0.0			(23	)	0.0
Real Estate		99		0.0			101		0.0			(2	)	0.0
Technology		17,035		0.3			19,381		0.4			(2,346	)	2.1
Transportation		70,952		1.4			72,978		1.4			(2,026	)	1.8
U.S. Government		45,551		0.9			46,460		0.9			(909	)	0.8
U.S. Govt. Agencies		101,105		2.1			101,224		2.0			(119	)	0.1
Total	$	4,929,376		100.0	%	$	5,043,138		100.0	%	$	(113,762	)	100.0%

The range of maturity dates for securities in an unrealized loss position at March 31, 2005 varies, with 10.4% maturing in less than 5 years, 19.9% maturing between 5 and 10 years, and 69.7% maturing after 10 years. The following table shows the credit rating of securities in an unrealized loss position at March 31, 2005.

S&P or Equivalent Designation	Estimated Market Value		% Market Value			Amortized Cost		% Amortized Cost			Unrealized Loss			% Unrealized Loss
	($ in thousands)

AAA/AA/A	$	3,874,094		78.6	%	$	3,930,098		78.0	%	$	(56,004	)		49.2	%
BBB		889,333		18.0			924,251		18.3			(34,918	)		30.7
Investment grade		4,763,427		96.6			4,854,349		96.3			(90,922	)		79.9
BB		65,627		1.4			69,701		1.4			(4,074	)		3.6
B		85,721		1.7			93,657		1.8			(7,936	)		7.0
CCC or lower		14,601		0.3			25,431		0.5			(10,830	)		9.5
Below investment grade		165,949		3.4			188,789		3.7			(22,840	)		20.1
Total	$	4,929,376		100.0	%	$	5,043,138		100.0	%	$	(113,762	)		100.0	%

At March 31, 2005, securities in an unrealized loss position that were rated as below investment grade represented 3.4% of the total market value and 20.1% of the total unrealized loss. Unrealized losses related to below investment grade securities that had been in an unrealized loss position for more than twelve months were $15.6 million. Securities in an unrealized loss position rated less than investment grade were 0.8% of invested assets. The Company generally purchases its investments with the intent to hold to maturity. The Company does not expect these investments to adversely affect its liquidity or ability to maintain proper matching of assets and liabilities.

The following table shows the estimated market value, amortized cost, unrealized loss and total time period that the security has been in an unrealized loss position for all below investment grade securities.

	Estimated Market Value		% Market Value			Amortized Cost		% Amortized Cost			Unrealized Loss			% Unrealized Loss
			($ in thousands)

<= 90 days	$	69,317		41.8	%	$	71,981		38.1	%	$	(2,664	)		11.6	%
>90 days but <= 180 days		39		0.0			39		0.0			(0	)		0.0
>180 days but <= 270 days		1,424		0.9			1,700		0.9			(276	)		1.2
>270 days but <= 1 year		33,644		20.3			37,975		20.1			(4,331	)		19.0
>1 year but <= 2 years		11,879		7.2			13,011		6.9			(1,132	)		5.0
>2 years but <= 3 years		188		0.1			251		0.1			(63	)		0.3
>3 years but <= 4 years		22,486		13.5			24,053		12.8			(1,567	)		6.9
>4 years but <= 5 years		11		0.0			42		0.0			(31	)		0.1
>5 years		26,961		16.2			39,737		21.1			(12,776	)		55.9
Total	$	165,949		100.0	%	$	188,789		100.0	%	$	(22,840	)		100.0	%

At March 31, 2005, below investment grade securities with a market value of $25.0 million and $12.5 million of unrealized losses were issued in Company sponsored commercial mortgage loan securitizations, including securities in an unrealized loss position greater than five years with a market value of $24.9 million and $12.5 million of unrealized losses. The Company does not consider these unrealized positions to be other-than-temporary, because the underlying mortgage loans continue to perform consistently with the Company’s original expectations.

Realized Losses

Realized losses are comprised of both write-downs for other-than-temporary impairments and actual sales of investments. The Company recorded other-than-temporary impairments of $0.2 million in both the first quarter of 2005 and 2004.

As discussed earlier, the Company’s management considers several factors when determining other-than-temporary impairments. Although the Company generally intends to hold securities until maturity, the Company may change its positions as a result of a change in circumstances. Any such decision is consistent with the Company’s classification of all but a specific portion of its investment portfolio as available for sale. During the three months ended March 31, 2005, the Company sold securities in an unrealized loss position with a market value of $420.9 million resulting in a realized loss of $7.2 million. The securities were sold as a result of normal portfolio rebalancing activity and tax planning. For such securities, the proceeds, realized loss and total time period that the security had been in an unrealized loss position are presented in the table below.

	Proceeds		% Proceeds			Realized Loss			% Realized Loss
	($ in thousands)

<= 90 days	$	323,053		76.8	%	$	(3,883	)		53.9	%
>90 days but <= 180 days		0		0.0			0			0.0
>180 days but <= 270 days		6,880		1.6			(111	)		1.6
>270 days but <= 1 year		14,749		3.5			(224	)		3.1
> 1 year		76,174		18.1			(2,986	)		41.4
Total	$	420,856		100.0	%	$	(7,204	)		100.0	%

Mortgage Loans

The Company records mortgage loans net of an allowance for credit losses. This allowance is calculated through analysis of specific loans that are believed to be at a higher risk of becoming impaired in the near future. At March 31, 2005 and December 31, 2004, the Company's allowance for mortgage loan credit losses was $4.8 million and $3.3 million, respectively.

During the first quarter of 2005, Winn-Dixie Stores Inc. (Winn-Dixie), an anchor tenant in the Company’s mortgage loan portfolio, declared Chapter 11 bankruptcy. At March 31, 2005, the Company had 45 loans amounting to $117.5 million in loan balances in which Winn-Dixie was considered to be the anchor tenant for the underlying property (including 12 loans with balances of $21.2 million included in mortgage loan securitization trusts in which the Company holds retained beneficial interests). At March 31, 2005, the rents from Winn-Dixie represented approximately 50% of the total rents applicable to the properties underlying these loans (including approximately 66% of rents on loans in mortgage loan securitizations). The Company has evaluated each of the related loans, and has identified two potential impairments. As of March 31, 2005, the mortgage loan reserve included $1.1 million for these two loans. The Company will continue to actively monitor these loans and assess them for potential impairments as circumstances develop in the future.

For several years the Company has offered a type of commercial mortgage loan under which the Company will permit a slightly higher loan-to-value ratio in exchange for a participating interest in the cash flows from the underlying real estate. As of March 31, 2005, approximately $474.8 million of the Company’s mortgage loans have this participation feature.

In the ordinary course of its commercial mortgage lending operations, the Company will commit to provide a mortgage loan before the property to be mortgaged has been built or acquired. The mortgage loan commitment is a contractual obligation to fund a mortgage loan when called upon by the borrower. The commitment is not recognized in the Company's financial statements until the commitment is actually funded. The mortgage loan commitment contains terms, including the rate of interest, which may become less than prevailing interest rates. At March 31, 2005, the Company had outstanding mortgage loan commitments of $981.1 million at an average rate of 6.08%.

At March 31, 2005, delinquent mortgage loans and foreclosed properties were 0.1% of invested assets. The Company does not expect these investments to adversely affect its liquidity or ability to maintain proper matching of assets and liabilities.

Liabilities

Many of the Company's products contain surrender charges and other features that reward persistency and penalizes the early withdrawal of funds. Certain stable value and annuity contracts have market-value adjustments that protect the Company against investment losses if interest rates are higher at the time of surrender than at the time of issue.

At March 31, 2005, the Company had policy liabilities and accruals of $10.9 billion. The Company's interest-sensitive life insurance policies have a weighted average minimum credited interest rate of approximately 3.99%.

At March 31, 2005, the Company had $5.7 billion of stable value product account balances and $3.4 billion of annuity account balances.

Derivative Financial Instruments

The Company utilizes a risk management strategy that incorporates the use of derivative financial instruments, primarily to reduce its exposure to interest rate risk, inflation risk, and currency exchange risk. Combinations of interest rate swap contracts, futures contracts, and option contracts are used to mitigate or eliminate certain financial and market risks, including those related to changes in interest rates for certain investments, primarily outstanding mortgage loan commitments and mortgage-backed securities, and the Company’s outstanding debt. Swap contracts are also used to alter the effective durations of assets and liabilities and to mitigate the inflation risk caused by the issuance of inflation adjusted notes through the Stable Value Products segment. The Company uses foreign currency swaps to reduce its exposure to currency exchange risk on certain stable value contracts denominated in foreign currencies, primarily the European euro and the British pound.

Derivative instruments expose the Company to credit and market risk and could result in material changes from quarter-to-quarter. The Company minimizes its credit risk by entering into transactions with highly rated counterparties. The Company manages the market risk associated with interest rate and foreign exchange contracts by establishing and monitoring limits as to the types and degrees of risk that may be undertaken. The Company monitors its use of derivatives in connection with its overall asset/liability management programs and procedures.

Asset/Liability Management

The Company's asset/liability management programs and procedures involve the monitoring of asset and liability durations for various product lines; cash flow testing under various interest rate scenarios; and the continuous rebalancing of assets and liabilities with respect to yield, risk, and cash flow characteristics. It is the Company's policy to generally maintain asset and liability durations within one-half year of one another, although, from time to time, a broader interval may be allowed.

The Company believes its asset/liability management programs and procedures and certain product features provide protection for the Company against the effects of changes in interest rates under various scenarios. Additionally, the Company believes its asset/liability management programs and procedures provide sufficient liquidity to enable it to fulfill its obligation to pay benefits under its various insurance and deposit contracts. However, 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, and the effectiveness of the Company's asset/liability management programs and procedures may be negatively affected whenever actual results differ from those assumptions.

Cash outflows related to stable value contracts (primarily maturing contracts, scheduled interest payments and expected withdrawals) were approximately $1.1 billion during 2004. Cash outflows related to stable value contracts are estimated to be approximately $1.1 billion in 2005. The Company's asset/liability management programs and procedures take into account maturing contracts and expected withdrawals. Accordingly, the Company does not expect stable value contract related cash outflows to have an unusual effect on the future operations and liquidity of the Company.

The life insurance subsidiaries were committed at March 31, 2005, to fund mortgage loans in the amount of $981.1 million. The Company's subsidiaries held $861.9 million in cash and short-term investments at March 31, 2005. Protective Life Corporation had an additional $8.1 million in cash and short-term investments available for general corporate purposes.

While the Company generally anticipates that the cash flows of its subsidiaries will be sufficient to meet their investment commitments and operating cash needs, the Company recognizes that investment commitments scheduled to be funded may, from time to time, exceed the funds then available. Therefore, the Company has arranged sources of credit for its insurance subsidiaries to use when needed. The Company expects that the rate received on its investments will equal or exceed its borrowing rate. Additionally, the Company may from time to time sell short-duration stable value products to complement its cash management practices.

The Company has also used securitization transactions involving its commercial mortgage loans to increase its liquidity.

Capital

At March 31, 2005, the Company had no borrowings under its $200 million revolving line of credit due July 30, 2009.

Protective Life Corporation's cash flow is dependent on cash dividends from its subsidiaries, revenues from investment, data processing, legal and management services rendered to the subsidiaries, and investment income. At December 31, 2004, approximately $574.2 million of consolidated share-owners' equity, excluding net unrealized investment gains and losses, represented net assets of the Company's insurance subsidiaries that cannot be transferred to the Company. In addition, the states in which the Company's insurance subsidiaries are domiciled impose certain restrictions on the insurance subsidiaries' ability to pay dividends to the Company.

The Company plans to retain substantial portions of the earnings of its life insurance subsidiaries in those companies primarily to support their future growth. The Company's cash disbursements have from time to time exceeded its cash receipts, and these shortfalls have been funded through various external financings. Therefore, the Company may, from time to time, require additional external financing.

To give the Company flexibility in connection with future acquisitions and other growth opportunities or for other corporate purposes, the Company has registered debt securities, preferred and common stock, and stock purchase contracts of Protective Life Corporation, and additional preferred securities of special purpose finance subsidiaries under the Securities Act of 1933 on a delayed (or shelf) basis.

On May 3, 2004, the Company’s Board of Directors authorized a $100 million share repurchase program, available through May 2, 2007. There has been no activity under this program, and future activity will be dependent upon many factors, including capital levels, rating agency expectations, and the relative attractiveness of alternative uses for capital.

A life insurance company's statutory capital is computed according to rules prescribed by the National Association of Insurance Commissioners ("NAIC"), as modified by the insurance company's state of domicile. Statutory accounting rules are different from GAAP and are intended to reflect a more conservative view by, for example, requiring immediate expensing of policy acquisition costs. The NAIC's risk-based capital requirements require insurance companies to calculate and report information under a risk-based capital formula. The achievement of long-term growth will require growth in the statutory capital of the Company's insurance subsidiaries. The subsidiaries may secure additional statutory capital through various sources, such as retained statutory earnings or equity contributions by the Company.

Contractual Obligations

The table below sets forth future maturities of debt, subordinated debt securities, stable value products, notes payable, operating lease obligations, other property lease obligations, mortgage loan commitments, and liabilities related to variable interest entitie

	2005		2006-2007		2008-2009		After 2009
	(in thousands)
Long-term debt^(a)	$	27	$	2,166			$	449,231
Subordinated debt securities^(b)								324,743
Stable value products^(c)		805,413		2,449,148	$	1,325,289		1,090,505
Operating leases^(d)		5,051		8,818		3,788		2,982
Home office lease^(e)		1,450		77,255
Mortgage loan commitments		981,117
Liabilities related to variable interest entities^(f)		5,907		3,025		36,089		36,568
Policyholder obligations^(g)		678,711		1,789,599		1,607,851		9,029,655

^(a)	Long-term debt includes all principal amounts owed on note agreements, and does not include interest payments due over the term of the notes.

^(b)	Subordinated debt securities includes all principal amounts owed to non-consolidated special purpose finance subsidiaries of the Company, and does not include interest payments due over the term of the obligations.

^(c)	Anticipated stable value products cash flows, excluding interest not yet accrued.

^(d)	Includes all base lease payments required under operating lease agreements.

^(e)	The lease payments shown assume the Company exercises its option to purchase the building at the end of the lease term.

^(f)	Liabilities related to variable interest entities are not the legal obligations of the Company, but will be repaid with cash flows generated by the variable interest entities. The amounts represent scheduled principal payments.

^(g)

Estimated contractual policyholder obligations are based on mortality, morbidity, and lapse assumptions comparable to the Company’s historical experience, modified for recent observed trends. These obligations are based on current balance sheet values and do not incorporate an expectation of future market growth, interest crediting, or future deposits. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. As separate account obligations are legally insulated from general account obligations, the separate account obligations will be fully funded by cash flows from separate account assets. The Company expects to fully fund the general account obligations from cash flows from general account investments.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There has been no material change from the disclosures in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.

Item 4.

Controls and Procedures

(a)

Disclosure controls and procedures

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that our disclosure controls and procedures were effective as of March 31, 2005. It should be noted that any system of controls, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of any control system is based in part upon certain judgments, including the costs and benefits of controls and the likelihood of future events. Because of these and other inherent limitations of control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.

(b)

Changes in internal control over financial reporting

No significant changes in our internal control over financial reporting occurred during the quarter ended March 31, 2005 that have materially affected, or is reasonably likely to materially affect, such internal control over financial reporting. Our internal controls exist within a dynamic environment and the Company continually strives to improve its internal controls and procedures to enhance the quality of its financial reporting.

PART II

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended March 31, 2005, the Company issued no securities in transactions which were not registered under the Securities Act of 1933, as amended (the “Act”).

Item 6.

Exhibits

Exhibit 10(a) - Form of Performance Share Award Letter for Vice Presidents under the Company's Long-Term Incentive Plan

Exhibit 10(b) - Form of Performance Share Award Letter for Senior Officers under the Company's Long-Term Incentive Plan

Exhibit 10(c) - Form of Stock Appreciation Rights Award Letter under the Company's Long-Term Incentive Plan

Exhibit 10(d) - Form of Stock Appreciation Rights Award Letter for Senior Officers under the Company's Long-Term Incentive Plan

Exhibit 15 - Letter re: unaudited interim financial information.

Exhibit 31(a) - Certification Pursuant to §302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31(b) - Certification Pursuant to §302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32(a) - Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32(b) - Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 99 - Safe Harbor for Forward-Looking Statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PROTECTIVE LIFE CORPORATION

Date: May 10, 2005	/s/ Steven G. Walker
	Steven G. Walker
	Senior Vice President, Controller
	and Chief Accounting Officer
	(Duly authorized officer)

Exhibit 99

Form 10-Q

Protective Life Corporation

for the three months

ended March 31, 2005

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 are based on future expectations rather than on historical facts and forward-looking statements. Forward-looking statements can be identified by use of words such as “expect,” “estimate,” “project, “budget,” “forecast,” “anticipate,” “plan,” and similar expressions. Protective Life Corporation (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 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 the known trends and uncertainties which are discussed more fully below.

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

While the Company has obtained insurance, implemented risk management and contingency plans, and taken preventive measures and other precautions, no predictions of specific scenarios can be made nor can assurance be given that there are not scenarios that could have an adverse effect on the Company. A natural disaster or an outbreak of an easily communicable disease could adversely affect the mortality or morbidity experience of the Company or its reinsurers.

The Company operates in a mature, highly competitive industry, which could limit its ability to gain or maintain its 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. Participants in certain of the Company’s independent distribution channels are also consolidating into larger organizations. 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 ability of banks to increase their securities-related business or to affiliate with insurance companies may materially and adversely affect sales of all of the Company’s products by substantially increasing the number and financial strength of potential competitors.

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.

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

Rating organizations periodically review the financial performance and condition of insurers, including the Company’s subsidiaries. In recent years, downgrades of insurance companies have occurred with increasing frequency. A downgrade in the rating 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. Specifically, a ratings downgrade would materially harm the Company’s ability to sell certain products, including guaranteed investment products and funding agreements.

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. In addition, rating organizations use various models and formulas to assess the strength of a rated company, and from time to time rating organizations have, in their discretion, altered the models. Changes to the models could impact the rating organizations’ judgment of the rating to be assigned to the rated company. 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.

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

The Company’s results may fluctuate from period to period 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, 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, future progress in the fields of health and medicine, and the projected level of used vehicle values. Actual mortality, morbidity, the projected level of used vehicle values, and casualty claims could differ from expectations if actual results differ from those assumptions. In addition, continued activity in the life settlement industry could have an adverse impact on the Company’s level of persistency and lapses.

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

In the conduct of business, the Company makes certain assumptions regarding the mortality, persistency, expenses and interest rates, or other factors appropriate to the type of business it expects to experience in future periods. These assumptions are also used to estimate the amounts of deferred policy acquisition costs, policy liabilities and accruals, future earnings, and various components of the Company’s balance sheet. The Company’s actual experience, as well as changes in estimates, are used to prepare the Company’s statements of income.

The calculations the Company uses to estimate various components of its balance sheet and statements of income are necessarily complex and involve analyzing and interpreting large quantities of data. The Company currently employs various techniques for such calculations and it from time to time will develop and implement more sophisticated administrative systems and procedures capable of facilitating the calculation of more precise estimates.

Assumptions and estimates involve judgment, and by their nature are imprecise and subject to changes and revision over time. Accordingly, the Company’s results may be affected, positively or negatively, from time to time, by actual results differing from assumptions, by changes in estimates, and by changes resulting from implementing more sophisticated administrative systems and procedures that facilitate the calculation of more precise estimates.

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

The timing of premium payments to, and receipt of expense allowances from, reinsurers may differ from the Company’s receipt of customer premium payments and incurrence of expenses. These timing differences introduce variability in certain components of the Company’s statements of income, and may also introduce variability in the Company’s quarterly results.

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

Many of the products offered by the Company and its insurance subsidiaries allow policyholders and contract holders to withdraw their funds under defined circumstances. The Company and its insurance 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 and its life insurance subsidiaries own a significant amount of liquid assets, a certain portion of their assets are relatively illiquid. If the Company or its subsidiaries experience unanticipated withdrawal or surrender activity, the Company or its subsidiaries could exhaust their liquid assets and be forced to liquidate other assets, perhaps on unfavorable terms. If the Company or its subsidiaries are forced to dispose of assets on unfavorable terms, it could have an adverse effect on the Company’s financial condition.

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

From time to time, the Company has participated in securities repurchase transactions that have contributed to the Company’s investment income. Such transactions involve some degree of risk that the counterparty may fail to perform its obligations to pay amounts owed and the collateral has insufficient value to satisfy the obligation. No assurance can be given that such transactions will continue to be entered into and contribute to the Company’s investment income in the future.

Changes in interest rates may also impact its 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, and the Company could become unable to earn its spread income should interest rates decrease significantly.

Higher interest rates may create a less favorable environment for the origination of mortgage loans and decrease the investment income the Company receives 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.

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) and 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.

In general terms, the Company’s results are improved when the yield curve is positively sloped (i.e., when long-term interest rates are higher than short-term interest rates), and will be adversely affected by a flat or negatively sloped curve.

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

The amount of policy fees received from variable products is affected by the performance of the equity markets, increasing or decreasing as markets rise or fall. Equity market volatility can also affect the profitability of variable products in other ways.

The amortization of deferred policy acquisition costs relating to variable products and the estimated cost of providing guaranteed minimum death benefits incorporate various assumptions about the overall performance of equity markets over certain time periods. The rate of amortization of deferred policy acquisition costs and the estimated cost of providing guaranteed minimum death benefits could increase if equity market performance is worse than assumed.

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.

The business of insurance necessarily involves the collection and dissemination of large amounts of data using systems operated by the Company. Examples of data collected 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 the Company’s internal controls, the information generated by the systems and used by the Company and/or supplied to business partners, policyholders, and others may be incorrect and may result in an overpayment or underpayment of amounts owed to or by the Company and/or the Company using incorrect assumptions in its business decisions or financial reporting.

In the third quarter of 2002, the Company discovered that the rates payable on certain life insurance policies were incorrectly entered into its reinsurance administrative system in 1991. As a result, the Company overpaid to several reinsurance companies the reinsurance premiums related to such policies of approximately $94.5 million over a period of 10 years beginning in 1992. The Company has received payment from substantially all of the affected reinsurance companies.

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

The Company and its subsidiaries 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 Company’s business, which may include, among other things, premium rates, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, and capital adequacy, and is concerned primarily with the protection of policyholders and other customers rather than share owners. At any given time, a number of financial and/or market conduct examinations of the Company’s subsidiaries is ongoing. The Company is required to obtain state regulatory approval for rate increases for certain health insurance products, and the Company’s profits may be adversely affected if the requested rate increases are not approved in full by regulators in a timely fashion. From time to time, regulators raise issues during examinations or audits of the Company’s subsidiaries that could, if determined adversely, have a material impact on the Company. The Company cannot predict whether or when regulatory actions may be taken that could adversely affect the Company or its operations. In addition, the interpretations of regulations by regulators may change and statutes may be enacted with retroactive impact, particularly in areas such as health insurance and accounting or reserve requirements. For example, the NAIC has been debating whether changes should be made to Actuarial Guideline 38, which interprets the reserve requirements for universal life insurance with secondary guarantees, and, if so, whether any such changes should be made retroactively.

The Company and its insurance subsidiaries 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 Employee Retirement Income Security Act (ERISA). Severe penalties are imposed for breach of duties under ERISA.

Certain policies, contracts, and annuities offered by the Company and its 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.

Other types of regulation that could affect the Company and its subsidiaries include insurance company investment laws and regulations, state statutory accounting practices, anti-trust laws, minimum solvency requirements, state securities laws, federal privacy laws, federal money laundering and anti-terrorism laws, and because the Company owns and operates real property state, federal, and local environmental laws. The Company cannot predict what form any future changes in these or other areas of regulation affecting the insurance industry might take or what effect, if any, such proposals might have on the Company if enacted into law.

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

Under Section 404 of the Sarbanes Oxley Act of 2002, effective at year-end 2004, management is required to assess the effectiveness of the Company’s internal control over financial reporting. The Company’s auditors are required to attest to and report on management’s assessment. Implementation guidance has been issued by the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Company, like other publicly traded companies, has limited experience with this process. The Company believes that its control environment is effective; however, it is possible that adverse attestations with respect to other companies in the industry or in business in general could result in a loss of investor confidence and/or impact the Company or the environment in which it operates.

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.

Under the Internal Revenue Code of 1986, as amended (the “Code”), 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 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 and its subsidiaries, would be adversely affected with respect to their ability to sell such products, and, depending upon grandfathering provisions, would be affected by the surrenders of existing annuity contracts and life insurance policies. For example, changes in laws or regulations could restrict or eliminate the advantages of certain corporate or bank-owned life insurance products. Recent changes in tax law, which have reduced the federal income tax rates on corporate dividends in certain circumstances, could make the tax advantages of investing in certain life insurance or annuity products less attractive. Additionally, changes in tax law based on proposals to establish new tax advantaged retirement and life savings plans, if enacted, could reduce the tax advantage of investing in certain life insurance or annuity products. In addition, life insurance products are often used to fund estate tax obligations. Legislation has 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. Additionally, the Company is subject to the federal corporation income tax. The Company cannot predict what changes to tax law or interpretations of existing tax law 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, broker-dealers, 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. Often these lawsuits have resulted in the award of substantial judgments that are disproportionate to the actual damages, including material amounts of punitive 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 limited appellate review. In addition, in some class action and other lawsuits, companies have made material settlement payments.

Group health coverage issued through associations has received some negative coverage in the media as well as increased regulatory consideration and review. The Company has a small closed block of group health insurance coverage that was issued to members of an association; a lawsuit is currently pending against the Company in connection with this business.

The Company, like other financial services companies, in the ordinary course of business is involved in such litigation and arbitration. Although the Company cannot predict the outcome of any such litigation or arbitration, the Company does not believe that any such outcome will have a material impact on the financial condition or results of operations of the Company.

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

The financial services industry is sometimes the target of law enforcement investigations relating to the numerous laws that govern the financial services and insurance business. The Company cannot predict the impact of any such investigations on the Company or the industry.

The financial services industry has recently become the focus of increased scrutiny by regulatory and law enforcement authorities relating to allegations of improper special payments, price-fixing, bid-rigging and other alleged misconduct, including payments made by insurers and other financial services providers to brokers and the practices surrounding the placement of insurance business and sales of other financial products as well as practices related to finite reinsurance. Such publicity may generate litigation against financial service providers, even those who do not engage in the business lines or practices currently at issue. It is impossible to predict the outcome of these investigations or proceedings, whether they will expand into other areas not yet contemplated, whether they will result in changes in insurance regulation, whether activities currently thought to be lawful will be characterized as unlawful, or the impact, if any, of this increased regulatory and law enforcement scrutiny of the financial services industry on the Company. As these inquiries appear to encompass a large segment of our industry, perhaps the entire industry, it would not be unusual for large numbers of companies in the financial services industry to receive subpoenas, requests for information from regulatory authorities or other inquiries relating to these and similar matters. From time to time, the Company receives subpoenas, requests or other inquires and responds to them in the ordinary course of business.

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 ability to maintain low unit costs is dependent upon the level of new sales and persistency (continuation or renewal) of existing business. 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 or more rapid amortization of deferred policy acquisition costs and thus higher unit costs, and lower reported earnings. 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. Some of the Company’s products do not contain surrender charge features and such products can be surrendered or exchanged without penalty. A decrease in persistency may also result in higher claims.

The Company’s investments are subject to market and credit 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.

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

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

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

The Company is 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. For example, most of the Company’s products are sold through independent distribution channels, and variable annuity deposits are invested in funds managed by third parties. Additionally, the Company’s operations are dependent on various technologies, some of which are provided and/or maintained by other parties.

Certain of these other parties may act on behalf of the Company or represent the Company in various capacities. Consequently, the Company may be held responsible for obligations that arise from the acts or omissions of these other parties.

As with all financial services companies, its 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 retention of existing business and future sales of the Company’s insurance and investment products.

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

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

The Company’s ability to compete is dependent on the availability of reinsurance or other substitute capital market solutions. Premium rates charged by the Company are based, in part, on the assumption that reinsurance will be available at a certain cost. Under certain reinsurance agreements, the reinsurer may increase the rate it charges the Company for the reinsurance. Therefore, if the cost of reinsurance were to increase or if reinsurance were to become unavailable or if alternatives to reinsurance were not available to the Company, or if a reinsurer should fail to meet its obligations, the Company could be adversely affected.

Recently, access to reinsurance has become more costly for the Company as well as the insurance industry in general. This could have a negative effect on the Company’s ability to compete. In recent years, the number of life reinsurers has decreased as the reinsurance industry has consolidated. The decreased number of participants in the life reinsurance market results in increased concentration risk for insurers, including the Company. In addition, going forward reinsurers are unwilling to continue to reinsure new sales of long-term guarantee products. If the reinsurance market further contracts, the Company’s ability to continue to offer its products on terms as favorable to the Company would be adversely impacted.

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

A computer virus could affect the data processing systems of the Company or its business partners, destroying valuable data or making it difficult to conduct business. In addition, despite our implementation of network security measures, our servers could be subject to physical and electronic break-ins, and similar disruptions from unauthorized tampering with our computer systems.

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

The Company has recently deployed significant amounts of capital to support its sales and acquisitions efforts. Capital has also been consumed as the Company increased its reserves on the residual value product. Although positive performance in the equity markets has recently allowed the Company to decrease its GMDB related policy liabilities and accruals, deterioration in these markets could lead to further capital consumption. Although the Company believes it has sufficient capital to fund its immediate growth and capital needs, the amount of capital available can vary significantly from period to period due to a variety of circumstances, some of which are neither predictable nor foreseeable, nor within the Company’s control. A lack of sufficient capital could impair the Company’s ability to grow.

New accounting rules or changes to existing accounting rules could negatively impact the Company.

Like all publicly traded companies, the Company is required to comply with accounting principles generally accepted in the United States of America (GAAP). A number of organizations are instrumental in the development of GAAP such as the Securities and Exchange Commission (SEC), the Financial Accounting Standards Board (FASB), and the American Institute of Certified Public Accountants (AICPA). GAAP is subject to constant review by these organizations and others in an effort to address emerging issues and otherwise improve financial reporting. In this regard, these organizations adopt new accounting rules and issue interpretive accounting guidance on a continual basis. The Company can give no assurance that future changes to GAAP will not have a negative impact on the Company.

In addition, the Company’s insurance subsidiaries are required to comply with statutory accounting principles (SAP). SAP is subject to constant review by the NAIC and its committees as well as state insurance departments in an effort to address emerging issues and otherwise improve financial reporting. The Company can give no assurance that future changes to SAP will not have a negative impact 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.

Aetna Inc. (AET)	Jefferson-Pilot Corporation (JP)
AFLAC, Inc. (AFL)	Kansas City Life Insurance Company (KCLI)
Alfa Corporation (ALFA)	Lincoln National Corporation (LNC)
Allmerica Financial Corporation (AFC)	MetLife, Inc. (MET)
Allstate Corporation (ALL)	National Western Life Insurance Company (NWLIA)
American International Group, Inc. (AIG)	Nationwide Financial Services, Inc. (NFS)
AmerUS Group Co. (AMH)	Old Republic International Corporation (ORI)
Annuity and Life Re (Holdings), Ltd. (ANNRF.OB)	Penn Treaty American Corporation (PTA)
Aon Corporation (AOC)	The Phoenix Companies (PNX)
Assurant Inc. (AIZ)	Presidential Life Corporation (PLFE)
CIGNA Corporation (CI)	Principal Financial Group, Inc. (PFG)
CNA Financial Corporation (CNA)	Prudential Financial, Inc. (PRU)
Conseco, Inc. (CNO)	Reinsurance Group of America, Inc. (RGA)
Delphi Financial Group, Inc. (DFG)	Scottish Annuity & Life Holdings, Ltd. (SCT)
Erie Family Life Insurance Company (ERIF)	StanCorp Financial Group, Inc. (SFG)
FBL Financial Group, Inc. (FFG)	Torchmark Corporation (TMK)
Genworth Financial, Inc. (GNW)	United Insurance Companies, Inc. (UCI)
Great American Financial Resources, Inc. (GFR)	Unitrin Incorporated (UTR)
The Hartford Financial Services Group, Inc. (HIG)	Universal American Financial Corporation (UHCO)
Independence Holding Company (INHO)	UNUMProvident Corporation (UNM)

Aetna Inc. (AET)	Jefferson-Pilot Corporation (JP)
AFLAC, Inc. (AFL)	Kansas City Life Insurance Company (KCLI)
Alfa Corporation (ALFA)	Lincoln National Corporation (LNC)
Allmerica Financial Corporation (AFC)	MetLife, Inc. (MET)
Allstate Corporation (ALL)	National Western Life Insurance Company (NWLIA)
American International Group, Inc. (AIG)	Nationwide Financial Services, Inc. (NFS)
AmerUS Group Co. (AMH)	Old Republic International Corporation (ORI)
Annuity and Life Re (Holdings), Ltd. (ANNRF.OB)	Penn Treaty American Corporation (PTA)
Aon Corporation (AOC)	The Phoenix Companies (PNX)
Assurant, Inc. (AIZ)	Presidential Life Corporation (PLFE)
CIGNA Corporation (CI)	Principal Financial Group, Inc. (PFG)
CNA Financial Corporation (CNA)	Prudential Financial, Inc. (PRU)
Conseco, Inc. (CNO)	Reinsurance Group of America, Inc. (RGA)
Delphi Financial Group, Inc. (DFG)	Scottish Annuity & Life Holdings, Ltd. (SCT)
Erie Family Life Insurance Company (ERIF)	StanCorp Financial Group, Inc. (SFG)
FBL Financial Group, Inc. (FFG)	Torchmark Corporation (TMK)
Great American Financial Resources, Inc. (GFR)	United Insurance Companies, Inc. (UCI)
Genworth Financial, Inc. (GNW)	Unitrin Incorporated (UTR)
The Hartford Financial Services Group, Inc. (HIG)	Universal American Financial Corporation (UHCO)
Independence Holding Company (INHO)	UNUMProvident Corporation (UNM)