8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 31, 2005

Protective Life Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-12332	95-2492236
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 31, 2005, Registrant issued a press release and made available supplemental financial information with respect to its financial results for the quarter ended September 30, 2005. This information is included as Exhibit 99.1 and 99.2 to this Current Report and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information included or incorporated in this report, including Exhibits 99.1 and 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

    (c)  Exhibits:

99.1 - Press Release Dated October 31, 2005

    99.2 - Supplemental Financial Information Dated October 31, 2005

SIGNATURES

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

By/s/Steven G. Walker

Steven G. Walker

Senior Vice President, Controller

and Chief Accounting Officer

Dated:October 31, 2005

EX-99.1

                   Exhibit 99.1

Protective Life Corporation

Post Office Box 2606

Birmingham, AL 35202

205-268-1000

FOR IMMEDIATE RELEASE

PROTECTIVE ANNOUNCES

THIRD QUARTER 2005 EARNINGS

BIRMINGHAM, Alabama (October 31, 2005) Protective Life Corporation (NYSE: PL) today reported results for the third quarter of 2005. Highlights include:

·   Operating income for the third quarter was $0.90 per diluted share, compared to $0.88 per share in the third quarter of 2004. Operating income differs from the GAAP measure, net income, in that it excludes realized investment gains (losses) and related amortization. The tables below reconcile operating income to net income for the Company and its business segments.

·   Net income for the third quarter was a record $0.98 per diluted share compared to $0.94 per share in the third quarter of 2004. Included in the quarter’s net income were net realized investment gains of $0.08 per share, compared to $0.06 per share one year ago.

·   Life Insurance sales were $80.0 million for the quarter, an increase of 35.8% over the prior year. Life Insurance pretax operating income, which includes operating income from the Life Marketing and Acquisitions segments, was $57.5 million for the quarter. Third quarter 2004 Life Insurance pretax operating income was $60.1 million.

·   Pretax operating income in the Annuities segment was $4.9 million compared to $4.0 million in the third quarter of 2004. Annuity sales were $144.5 million for the quarter, compared to $180.6 million in the prior year’s quarter.

·   The Stable Value Products segment reported pretax operating income of $13.7 million for the quarter, compared to $13.3 million in the third quarter of 2004.

·   The Asset Protection segment reported pretax operating income of $6.1 million for the quarter, an increase of 12.5% over the prior year’s quarter.

·   Participating mortgage income was $11.5 million for the third quarter of 2005, compared to $9.2 million in the third quarter of 2004.

·   The run-off residual value line reserves were strengthened $5.0 million in the third quarter of 2005.

·   As of September 30, 2005, share-owners’ equity per share, excluding accumulated other comprehensive income, was $28.93 compared with $26.26 a year ago. Share-owners’ equity per share, including accumulated other comprehensive income, was $31.58 compared with $30.49 a year ago.

·   Operating income return on average equity for the twelve months ended September 30, 2005 was 13.0%.

·   Net income return on average equity for the twelve months ended September 30, 2005 was 12.3%.

·   At September 30, 2005, below investment gradesecurities were less than six percent of invested assets, and problem mortgage loans and foreclosed properties remained less than one percent of the commercial mortgage loan portfolio.

John D. Johns, Protective’s Chairman, President and Chief Executive Officer commented:

“We are pleased to report operating income per share of $0.90 for the third quarter of 2005. We experienced solid growth in life insurance sales as a result of strong universal life sales and improving term sales. The Annuities segment achieved solid profitability despite the challenging interest rate environment and sales of our recently introduced equity indexed annuities continue to gain momentum. The Stable Value segment achieved strong operating earnings for the quarter due to continued growth in account balances. The Asset Protection segment continues to perform well and the underlying trends in this segment continue to be positive. Overall, we believe the Company is on track for a solid finish to the year.”

For information relating to non-GAAP measures (operating income, share-owners’ equity per share excluding other comprehensive income, operating return on average equity, and net income return on average equity) in this press release, please refer to the disclosure at the end of this press release. All per share results used throughout this press release are presented on a diluted basis, unless otherwise noted.

THIRD QUARTER CONSOLIDATED RESULTS

($ in thousands; net of income tax)

	3Q2005		3Q2004
Operating income	$	64,474	$	61,848
Realized investment gains (losses) and
related amortization, net of certain
derivative gains (losses)		5,417		4,625
Net Income	$	69,891	$	66,473

($ per share; net of income tax)

	3Q2005		3Q2004
Operating income	$	0.90	$	0.88
Realized investment gains (losses) and
related amortization
Investments		0.03		0.04
Derivatives		0.05		0.02
Net Income	$	0.98	$	0.94

BUSINESS SEGMENT OPERATING INCOME (LOSS) BEFORE INCOME TAX

The table below sets forth business segment operating income (loss) before income tax for the periods shown:

OPERATING INCOME (LOSS) BEFORE INCOME TAX

($ in thousands)

	3Q2005		3Q2004
LIFE MARKETING	$	38,014	$	38,818
ACQUISITIONS		19,510		21,262
ANNUITIES		4,927		4,008
STABLE VALUE PRODUCTS		13,743		13,313
ASSET PROTECTION		6,102		5,425
CORPORATE AND OTHER		16,236		12,325
	$	98,532	$	95,151

In the Life Marketing, Acquisitions, and Asset Protection segments, pretax operating income equals segment income before income tax for all periods. In the Annuities, Stable Value Products, and Corporate and Other segments, operating income excludes realized investment gains (losses) and related amortization as set forth in the table below.

($ in thousands)	3Q2005		3Q2004
Operating income before
income tax	$	98,532	$	95,151
Realized investment gains (losses)
Stable Value Contracts		1,300		6,992
Annuities		233		3,524
Corporate and Other		9,741		3,952
Less: settlements on certain interest
rate swaps
Corporate and Other		2,777		4,684
Related amortization of deferred policy
acquisition costs
Annuities		162		2,669
Income before income tax	$	106,867	$	102,266

Income before income tax (which, unlike operating income before income tax, does not exclude realized gains (losses) net of the related amortization of deferred policy acquisition costs (“DAC”) and participating income from real estate ventures) for the Annuities segment was $5.0 million for the quarter and $4.9 million in the prior year’s quarter. Income before income tax for the Stable Value segment was $15.0 million for the third quarter of 2005 compared to $20.3 million for the third quarter of 2004. Income before income tax for the Corporate and Other segment was $23.2 million for the third quarter of 2005 and $11.6 million for the third quarter of 2004.

The sales statistics given in this press release are used by the Company to measure the relative progress of its marketing efforts. These statistics were derived from the Company’s various sales tracking and administrative systems and were not derived from the Company’s financial reporting systems or financial statements. These statistics attempt to measure only one of many factors that may affect future business segment profitability, and therefore are not intended to be predictive of future profitability.

SALES

The table below sets forth business segment sales for the periods shown:

($ in millions)

	3Q2005		3Q2004
LIFE MARKETING	$	80.0	$	58.9
ANNUITIES		144.5		180.6
STABLE VALUE PRODUCTS		341.3		775.5
ASSET PROTECTION		136.9		125.1

BUSINESS SEGMENT HIGHLIGHTS

LIFE MARKETING: Pretax operating income for the Life Marketing segment was $38.0 million in the quarter compared to $38.8 million in the third quarter of 2004. The current quarter included unfavorable unlocking of deferred policy acquisition costs (“DAC”) and other one-time reserve adjustments totaling $2.6 million. The current quarter also included a negative impact from the implementation of SOP 03-1 of approximately $0.9 million as compared to the third quarter of 2004. Mortality was unfavorable by approximately $0.2 million in the third quarter of 2005, which was $1.2 million more favorable than the prior year.

Life insurance sales increased to $80.0 million for the quarter, from $58.9 million in the third quarter of 2004. Universal life sales were $52.0 million in the third quarter compared to $17.9 million in the prior year. Term insurance sales were $28.0 million as compared to $41.0 million in the prior year’s quarter.  Term sales in the current quarter were up 4.1% over the second quarter of this year.

ACQUISITIONS: The Acquisitions segment had pretax operating income of $19.5 million for the third quarter of 2005, as compared to $21.3 million in the third quarter of 2004. The decrease is primarily attributable to lower investment income. Mortality was at pricing in the quarter compared to favorable mortality of $0.6 million in the prior year’s quarter.

ANNUITIES: Pretax operating income in the Annuities segment increased to $4.9 million in the third quarter of 2005, from $4.0 million in the third quarter of 2004. The increase is primarily attributable to positive reserve adjustments partially offset by higher expenses.

Total annuity sales were $144.5 million in the third quarter of 2005 compared to $180.6 million in the prior year. Variable annuity sales were $74.7 million in the third quarter of 2005 compared to $74.2 million in the third quarter of 2004. Fixed annuity sales were $69.8 million in the third quarter of 2005 compared to $106.4 million in the prior year. Included in fixed annuity sales for the third quarter of 2005 were $21.2 million of equity indexed annuity sales, a product that was not sold in the third quarter of 2004. Annuity account balances were $5.7 billion as of September 30, 2005.

STABLE VALUE PRODUCTS: Pretax operating income in the Stable Value Products segment was $13.7 million in the quarter as compared to $13.3 million in the third quarter of 2004. Spreads narrowed to 94 basis points in the third quarter of 2005 from 107 basis points in the third quarter of 2004. The decrease in spreads is attributable to higher interest expense. Stable Value account balances ended the quarter at $5.9 billion. Average account balances increased by $861.3 million compared to the same period in the prior year.

ASSET PROTECTION: The Asset Protection segment had pretax operating income of $6.1 million for the third quarter of 2005 compared to $5.4 million in the prior year’s quarter. The improvement over the prior year’s quarter is primarily attributable to overall higher volume and improved loss ratios.

CORPORATE & OTHER: This segment consists primarily of net investment income on unallocated capital, interest expense on all debt, various other items not associated with the other segments and ancillary run-off lines of business. The segment reported pretax operating income of $16.2 million for the third quarter compared to $12.3 million in the third quarter of 2004. The increase is primarily attributable to the increase in investment income on unallocated capital and the increase in participating mortgage income. Total participating mortgage income was $11.5 million in the third quarter of 2005 compared to $9.2 million in the prior year’s quarter. Investment income on unallocated capital was $33.8 million compared to $19.9 million in the third quarter of 2004. Partially offsetting these positive items was an increase in interest expense of $4.3 million and reserve strengthening of $5.0 million in the run-off residual value line of business.

CONFERENCE CALL

There will be a conference call for management to discuss the quarterly results with analysts and professional investors on November 1, 2005 at 9:00 a.m. Eastern. Analysts and professional investors may access this call by calling 1-800-895-1549 (international callers 1-785-424-1057 and giving the conference ID: Protective. A recording of the call will be available from 12:00 p.m. Eastern November 1 until midnight November 8. The recording may be accessed by calling 1-800-839-4012 (international callers 1-402-220-2981).

The public may listen to a simultaneous webcast of the call on the homepage of the Company's web site at www.protective.com. A recording of the webcast will also be available from 12:00 p.m. Eastern November 1 until midnight November 8.

Supplemental financial information is available on the Company’s web site at www.protective.com in the Analyst/Investor section under the financial report library titled Supplemental Financial Information.

INFORMATION RELATING TO NON-GAAP MEASURES

Throughout this press release, GAAP refers to accounting principles generally accepted in the United States of America. Consolidated and segment operating income are defined as income before income tax excluding net realized investment gains (losses) net of the related amortization of deferred policy acquisition costs (“DAC”) and participating income from real estate ventures, 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 (losses) but are considered part of consolidated and segment operating income because the swaps are used to mitigate risk in items affecting consolidated and segment operating income. Management believes that consolidated and 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 consolidated and segment operating income may be significant components in understanding and assessing the Company’s overall financial performance, management believes that consolidated and segment operating income enhances an investor’s understanding of the Company’s results of operations by highlighting the income (loss) attributable to the normal, recurring operations of the Company’s business.

As prescribed by GAAP, certain investments are recorded at their market values with the resulting unrealized gains (losses) affected by a related adjustment to DAC, net of income tax, reported as a component of share-owners’ equity. The market values of fixed maturities increase or decrease as interest rates change. The Company believes that an insurance company’s share-owners’ equity per share may be difficult to analyze without disclosing the effects of recording accumulated other comprehensive income, including unrealized gains (losses) on investments.

RECONCILIATION OF SHARE-OWNERS’ EQUITY PER SHARE EXCLUDING ACCUMULATED OTHER COMPREHENSIVE INCOME PER SHARE

($ per common share outstanding as of September 30, 2005)

Total share-owners’ equity per share	$	31.58
Less: Accumulated other comprehensive income per share		2.65
Total share-owners’ equity per share
excluding accumulated other comprehensive income	$	28.93

Operating income return on average equity and net income return on average equity are measures used by management to evaluate the Company’s performance. Operating income return on average equity for the twelve months ended September 30, 2005 is calculated by dividing operating income for this period by the average ending balance of share-owners’ equity (excluding accumulated other comprehensive income) for the five most recent quarters. Net income return on average equity for the twelve months ended September 30, 2005, is calculated by dividing net income for this period by the average ending balance of share-owners’ equity (excluding accumulated other comprehensive income) for the five most recent quarters.

CALCULATION OF OPERATING INCOME RETURN ON AVERAGE EQUITY

ROLLING TWELVE MONTHS ENDED SEPTEMBER 30, 2005

($ in thousands)

Numerator:

	Three Months Ended
	Dec. 31, 2004			March 31, 2005			June 30, 2005			Sept. 30, 2005			Rolling Twelve Months Ended September 30, 2005
Net income	$	57,308		$	60,083		$	48,031		$	69,891		$	235,313
Net of:
Realized investment gains
(losses), net of income tax
Investments		2,873			18,121			4,288			2,347			27,629
Derivatives		(337	)		(4,139	)		(16,913	)		4,980			(16,409	)
Related amortization of
deferred policy
acquisition costs,
net of income tax benefit		(35	)		(14,568	)		(832	)		(105	)		(15,540	)
Add back:
Derivative gains related
to Corp. debt and investments
net of income tax		2,801			2,395			1,924			1,805			8,925
Operating Income	$	57,608		$	63,064		$	63,412		$	64,474		$	248,558

Denominator:

	Share-Owners’ Equity		Accumulated Other Comprehensive Income		Share-Owners’ Equity Excluding Accumulated Other Comprehensive Income
September 30, 2004	$	2,117,109	$	294,045	$	1,823,064
December 31, 2004		2,166,327		296,311		1,870,016
March 31, 2005		2,124,402		198,974		1,925,428
June 30, 2005		2,299,265		339,778		1,959,487
September 30, 2005		2,200,866		184,511		2,016,355
Total					$	9,594,350
Average					$	1,918,870
Operating Income Return on Average Equity						13.0	%

CALCULATION OF NET INCOME RETURN ON AVERAGE EQUITY

ROLLING TWELVE MONTHS ENDED SEPTEMBER 30, 2005

($ in thousands)

Numerator:

Net income - three months ended December 31, 2004	$	57,308
Net income - three months ended March 31, 2005		60,083
Net income - three months ended June 30, 2005		48,031
Net income - three months ended September 30, 2005		69,891
Net income - rolling twelve months ended September 30, 2005	$	235,313

Denominator:

	Share-Owners’ Equity		Accumulated Other Comprehensive Income		Share-Owners’ Equity Excluding Accumulated Other Comprehensive Income
September 30, 2004		2,117,109		294,045		1,823,064
December 31, 2004		2,166,327		296,311		1,870,016
March 31, 2005		2,124,402		198,974		1,925,428
June 30, 2005		2,299,265		339,778		1,959,487
September 30, 2005		2,200,866		184,511		2,016,355
Total					$	9,594,350
Average					$	1,918,870
Net Income Return on Average Equity						12.3	%

FORWARD-LOOKING STATEMENTS

This release and the supplemental financial information provided includes “forward-looking statements” which express expectations of future events and/or results. All statements based on future expectations rather than on historical facts are forward-looking statements that involve a number of risks and uncertainties, and the Company cannot give assurance that such statements will prove to be correct. 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: the Company is exposed to the risks of natural disasters, malicious and terrorist acts that could adversely affect the Company’s operations; the Company operates in a mature, highly competitive industry, which could limit its ability to gain or maintain its position in the industry; a ratings downgrade could adversely affect the Company’s ability to compete; the Company’s policy claims fluctuate from period to period, and actual results could differ from its expectations; the Company’s results may be negatively affected should actual experience differ from management’s assumptions and estimates; the use of reinsurance introduces variability in the Company’s statements of income; the Company could be forced to sell investments at a loss to cover policyholder withdrawals; interest rate fluctuations could negatively affect the Company’s spread income or otherwise impact its business; equity market volatility could negatively impact the Company’s business; a deficiency in the Company’s systems could result in over or underpayments of amounts owed to or by the Company and/or errors in the Company’s critical assumptions or reported financial results; insurance companies are highly regulated and subject to numerous legal restrictions and regulations; the Company is exposed to potential risks from recent legislation requiring companies to evaluate their internal 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 industry is sometimes the target of law enforcement investigations and the focus of increased regulatory scrutiny; the Company’s ability to maintain low unit costs is dependent upon the level of new sales and persistency of existing business; the Company’s investments are subject to market and credit risks; the Company may not realize its anticipated financial results from its acquisitions strategy; the Company is dependent on the performance of others; the Company’s reinsurers could fail to meet assumed obligations, increase rates, or be subject to adverse developments that could affect the Company; computer viruses or network security breaches could affect the data processing systems of the Company or its business partners; the Company’s ability to grow depends in large part upon the continued availability of capital; and new accounting rules or changes to existing accounting rules could negatively impact the Company. Please refer to Exhibit 99 of the Company’s most recent Form 10-K/10-Q for more information about these factors which could affect future results.

CONTACTS:

Allen Ritchie

Executive Vice President and Chief Financial Officer

(205) 268-3500

Chip Wann

Vice President, Corporate Finance/Investor Relations

(205) 268-6461

EX-99.2

Exhibit 99.2

Protective Life Corporation

Post Office Box 2606

Birmingham, AL 35202

Phone 205-268-1000

SUPPLEMENTAL FINANCIAL INFORMATION

The following document contains supplemental quarterly statistical financial information for the quarter ended September 30, 2005. This document is dated October 31, 2005. Protective does not undertake a duty to update such information after such date.

All income per share results are presented on a diluted basis.

The sales statistics given in this document are used by the Company to measure the relative progress of its marketing efforts. These statistics and certain other information reported herein were derived from the Company’s various sales tracking and administrative systems and were not derived from the Company’s financial reporting systems or financial statements. These statistics attempt to measure only one of many factors that may affect future business segment profitability, and therefore are not intended to be predictive of future profitability.

Information About Non-GAAP Financial Measures

Throughout this document, GAAP refers to accounting principles generally accepted in the United States of America. Operating income differs from the GAAP measure, net income, in that it excludes realized investment gains and losses (net of the related amortization of deferred acquisition costs (“DAC”) and participating income from real estate ventures) and the cumulative effect of change in accounting principle. Consolidated and segment operating income excludes net realized investment gains (losses) (net of the related amortization of DAC and participating income from real estate ventures) 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 (losses) but are considered part of operating income because the swaps are used to mitigate risk in items affecting operating income. Management believes that consolidated and segment operating income (loss) enhances an investor’s and the Company’s understanding of the Company’s results of operations, as it represents the basis on which the performance of the Company’s business is internally assessed.

As prescribed by GAAP, certain investments are recorded at their market values with the resulting unrealized gains (losses) reduced by a related adjustment to deferred policy acquisition costs, net of income tax, reported as a component of share-owners’ equity. The market values of fixed maturities increase or decrease as interest rates rise or fall. The Company believes that an insurance company’s share-owners’ equity may be difficult to analyze without disclosing the effects of recording accumulated other comprehensive income, including unrealized gains (losses) on investments. Therefore, the Company reports the non-GAAP measure share owners’ equity per share excluding accumulated other comprehensive income,including unrealized gains (losses) on investments. This non-GAAP measure may be reconciled to the GAAP measure, share owners’ equity per share by including accumulated other comprehensive income, including unrealized gains (losses) on investments.

From time to time, the Company provides additional financial information, which is available on the Company’s web site at www.protective.com in the Analyst/Investor section under the financial report library titled Company Overview.

PROTECTIVE LIFE CORPORATION													Draft
Quarterly Financial Highlights													10/27/2005
(Dollars in Thousands)													Page 1
(Unaudited)
	3RD QTR		4TH QTR		1ST QTR		2ND QTR		3RD QTR		9 MOS		9 MOS
	2004		2004		2005		2005		2005		2004		2005
Pretax Operating Income *
Life Marketing	$	38,818	$	41,881	$	39,141	$	38,332	$	38,014	$	124,016	$	115,487
Acquisitions		21,262		21,374		21,035		21,473		19,510		65,926		62,018
Annuities		4,008		4,671		4,064		8,145		4,927		11,796		17,136
Stable Value Contracts		13,313		14,221		14,399		13,484		13,743		38,938		41,626
Asset Protection		5,425		4,680		6,172		6,292		6,102		14,399		18,566
Corporate & Other		12,325		1,802		11,645		9,380		16,236		19,758		37,261
Total Pretax Operating Income	$	95,151	$	88,629	$	96,456	$	97,106	$	98,532	$	274,833	$	292,094
Balance Sheet Data
Total GAAP Assets	$	25,967,529	$	27,211,378	$	27,863,074	$	28,551,847	$	28,592,534
Share Owners' Equity	$	2,117,109	$	2,166,327	$	2,124,402	$	2,299,265	$	2,200,866
Share Owners' Equity (excluding accumulated other comprehensive income) **	$	1,823,064	$	1,870,016	$	1,925,428	$	1,959,487	$	2,016,355
Stock Data
Closing Price	$	39.31	$	42.69	$	39.30	$	42.22	$	41.18	$	39.31	$	41.18
Average Shares Outstanding
Basic		70,337,248		70,431,763		70,474,337		70,517,476		70,582,016		70,255,051		70,525,004
Diluted		71,115,468		71,221,826		71,273,760		71,279,363		71,350,044		71,011,727		71,301,335
* "Pretax Operating Income" is a non-GAAP financial measure. "Income Before Income Tax" is a GAAP financial measure to which "Pretax Operating Income" may be compared.
See Page 5 for a reconciliation of "Pretax Operating Income" to "Income Before Income Tax".
** "Share-owners' equity excluding accumulated other comprehensive income" is a non-GAAP financial measure. "Share-owners' equity" is a GAAP financial measure to which
"Share-owners' equity excluding accumulated other comprehensive income" may be compared.
See Page 4 for a reconciliation of "Share-owners' equity excluding accumulated other comprehensive income" to "Share-owners' equity".

PROTECTIVE LIFE CORPORATION																			Draft
GAAP Consolidated Statements Of Income																			10/27/2005
(Dollars in thousands)																			Page 2
(Unaudited)
	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS			9 MOS
	2004			2004			2005			2005			2005			2004			2005
REVENUES
Gross Premiums and Policy Fees	$	456,193		$	476,709		$	472,143		$	481,014		$	486,660		$	1,344,385		$	1,439,817
Reinsurance Ceded		(272,846	)		(327,817	)		(284,913	)		(309,750	)		(282,919	)		(797,829	)		(877,582	)
Net Premiums and Policy Fees		183,347			148,892			187,230			171,264			203,741			546,556			562,235
Net investment income		279,271			274,439			287,953			282,374			306,885			809,778			877,212
RIGL - Derivatives		6,287			(519	)		(6,368	)		(26,021	)		7,662			20,110			(24,727	)
RIGL - All Other Investments		8,181			4,420			27,878			12,480			3,612			23,885			43,970
Other income		41,622			42,443			43,416			46,373			47,377			118,571			137,166
Total Revenues		518,708			469,675			540,109			486,470			569,277			1,518,900			1,595,856
BENEFITS & EXPENSES
Benefits and settlement expenses		288,455			272,197			300,434			291,636			333,365			858,240			925,435
Amortization of deferred policy acquisition costs		52,375			42,908			74,251			51,867			57,950			157,222			184,068
Amortization of goodwill		0			0			0			0			0			0			0
Other operating expenses		63,177			53,419			60,456			55,911			55,513			169,672			171,880
Interest on indebtedness		12,435			12,985			13,098			13,614			15,582			36,731			42,294
Total Benefits and Expenses		416,442			381,509			448,239			413,028			462,410			1,221,865			1,323,677
INCOME BEFORE INCOME TAX		102,266			88,166			91,870			73,442			106,867			297,035			272,179
Income tax expense		35,793			30,858			31,787			25,411			36,976			103,962			94,174
Change in Acct Principle		0			(0	)		0			0			0			(15,801	)		-
NET INCOME	$	66,473		$	57,308		$	60,083		$	48,031		$	69,891		$	177,272		$	178,005
PER SHARE DATA FOR QUARTER
Operating income-diluted *	$	0.88		$	0.80		$	0.88		$	0.90		$	0.90
RIGL - Derivatives net of gains related to corp debt and investments		0.02			(0.05	)		(0.09	)		(0.27	)		0.05
RIGL - All Other Investments, net of participating income		0.04			0.05			0.05			0.05			0.03
Change in Accounting Principle		0.00			0.00			0.00			0.00			0.00
Net income-diluted	$	0.94		$	0.80		$	0.84		$	0.68		$	0.98
Average shares outstanding-diluted		71,115,468			71,221,826			71,273,760			71,279,363			71,350,044
Dividends paid	$	0.175		$	0.175		$	0.175		$	0.195		$	0.195
PER SHARE DATA FOR YTD
Operating income-diluted *	$	2.52		$	3.32		$	0.88		$	1.78		$	2.68		$	2.52		$	2.68
RIGL - Derivatives net of gains related to corp debt and investments		0.05			0.00			(0.09	)		(0.36	)		(0.31	)		0.05			(0.31	)
RIGL - All Other Investments, net of participating income		0.15			0.20			0.05			0.10			0.13			0.15			0.13
Change in Accounting Principle		(0.22	)		(0.22	)		0.00			0.00			0.00			(0.22	)		-
Net income-diluted	$	2.50		$	3.30		$	0.84		$	1.52		$	2.50		$	2.50		$	2.50
Average shares outstanding-diluted		71,011,727			71,064,539			71,273,760			71,276,577			71,301,335			71,011,727			71,301,335
Dividends paid	$	0.510		$	0.685		$	0.175		$	0.370		$	0.565		$	0.510		$	0.565
* "Operating Income" is a non-GAAP financial measure. "Net Income" is a GAAP financial measure to which "Operating Income" may be compared.

PROTECTIVE LIFE CORPORATION									Draft
GAAP Consolidated Balance Sheets									10/27/2005
(Dollars in thousands)									Page 3
(Unaudited)
	3RD QTR		4TH QTR		1ST QTR		2ND QTR		3RD QTR
	2004		2004		2005		2005		2005
ASSETS
Fixed maturities	$	13,679,358	$	14,412,605	$	15,263,694	$	15,686,373	$	15,824,420
Equity securities		59,635		58,941		59,605		115,758		115,570
Mortgage loans		2,904,729		3,005,418		3,042,584		3,124,877		3,101,823
Investment real estate		107,220		107,246		104,986		91,981		92,340
Policy loans		485,282		482,780		472,345		466,701		463,514
Other long-term investments		334,734		377,724		342,840		307,031		286,497
Long-term investments		17,570,958		18,444,714		19,286,054		19,792,721		19,884,164
Short-term investments		1,042,278		1,059,557		816,335		626,795		606,165
Total investments		18,613,236		19,504,271		20,102,389		20,419,516		20,490,329
Cash		117,118		130,596		53,673		98,316		63,565
Accrued investment income		204,977		196,076		202,008		192,454		201,037
Accounts and premiums receivable		51,504		44,364		50,271		348,688		58,889
Reinsurance receivable		2,631,037		2,750,260		2,835,979		2,883,648		2,862,674
Deferred policy acquisition costs		1,792,335		1,821,972		1,913,803		1,866,815		2,032,784
Goodwill		46,619		46,619		46,619		49,423		49,423
Property and equipment, net		46,359		45,454		44,520		46,878		47,304
Other assets		157,451		145,813		139,725		134,441		193,298
Assets Related to Separate Accounts
Variable Annuity		2,110,082		2,308,858		2,256,920		2,286,141		2,352,287
Variable Universal Life		192,478		217,095		217,167		225,527		240,944
Other		4,333		0		0		0		0
TOTAL ASSETS	$	25,967,529	$	27,211,378	$	27,863,074	$	28,551,847	$	28,592,534

PROTECTIVE LIFE CORPORATION													Draft
GAAP Consolidated Balance Sheets													10/27/2005
(Dollars in thousands)													Page 4
(Unaudited)
LIABILITIES AND SHARE-OWNERS' EQUITY
	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR
	2004			2004			2005			2005			2005
LIABILITIES
Policy liabilities and accruals
Future policy benefits and claims	$	9,682,429		$	10,014,106		$	10,222,011		$	10,499,494		$	10,797,532
Unearned premiums		635,364			666,560			673,841			679,916			671,971
Stable value product deposits		5,143,367			5,562,997			5,670,355			5,846,120			5,900,740
Annuity deposits		3,429,473			3,463,477			3,433,293			3,447,394			3,430,039
Other policyholders' funds		155,952			151,660			151,572			149,247			149,838
Securities sold under repurchase agreements		0			0			0			31,550			142,850
Other liabilities		950,556			1,062,706			1,556,736			1,482,085			1,043,260
Accrued income taxes		0			13,195			29,213			21,701			0
Deferred income taxes		329,272			312,544			256,453			311,146			287,976
Non-recourse funding obligations		0			0			0			0			100,000
Debt		401,541			451,433			451,424			469,317			471,808
Liabilities related to variable interest entities		475,953			482,434			481,921			465,078			464,747
Subordinated debt securities		324,743			324,743			324,743			324,743			324,743
		0			0			0			0			0
Minority interest - subsidiaries		14,877			13,243			13,023			13,123			12,933
Liabilities related to separate accounts
Variable annuity		2,110,082			2,308,858			2,256,920			2,286,141			2,352,287
Variable universal life		192,478			217,095			217,167			225,527			240,944
Other		4,333			0			0			0			0
TOTAL LIABILITIES	$	23,850,420		$	25,045,051		$	25,738,672		$	26,252,582		$	26,391,668
SHARE-OWNERS' EQUITY
Preferred stock		0			0			0			0			0
Common stock		36,626			36,626			36,626			36,626			36,626
Additional paid-in capital		425,181			426,927			433,467			433,040			433,363
Treasury stock		(13,684	)		(13,632	)		(13,041	)		(13,011	)		(12,768	)
Stock held in trust		0			0			0			0			0
Unallocated ESOP shares		(1,989	)		(1,989	)		(1,610	)		(1,610	)		(1,610	)
Retained earnings		1,376,930			1,422,084			1,469,986			1,504,442			1,560,744
Accumulated other comprehensive income		294,045			296,311			198,974			339,778			184,511
Total Share-owners' Equity		2,117,109			2,166,327			2,124,402			2,299,265			2,200,866
TOTAL LIABILITIES AND EQUITY	$	25,967,529		$	27,211,378		$	27,863,074		$	28,551,847		$	28,592,534
SHARE-OWNERS' EQUITY PER SHARE
Total Share-owners' Equity	$	30.49		$	31.19		$	30.52		$	33.02		$	31.58
Accumulated other comprehensive income		4.23			4.26			2.86			4.88			2.65
Excluding accumulated other comprehensive income *	$	26.26		$	26.93		$	27.66		$	28.14		$	28.93
Total Share-owners' Equity	$	2,117,109		$	2,166,327		$	2,124,402		$	2,299,265		$	2,200,866
Accumulated other comprehensive income		294,045			296,311			198,974			339,778			184,511
Share-owners' Equity (excluding accumulated other comprehensive income) *	$	1,823,064		$	1,870,016		$	1,925,428		$	1,959,487		$	2,016,355
Common shares outstanding		69,435,440			69,449,889			69,615,285			69,627,244			69,692,925
Treasury Stock shares		3,816,520			3,802,071			3,636,675			3,624,716			3,559,035
* "Share-owners' equity excluding accumulated other comprehensive income" is a non-GAAP financial measure. "Share-owners' equity" is a GAAP financial measure to which
"Share-owners' equity excluding accumulated other comprehensive income" may be compared.

PROTECTIVE LIFE CORPORATION																				Draft
Calculation of Operating Earnings Per Share																				10/27/2005
(Dollars in thousands)																				Page 5
(Unaudited)
		3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS			9 MOS
		2004			2004			2005			2005			2005			2004			2005
CALCULATION OF NET INCOME PER SHARE
Net income	$	66,473		$	57,308		$	60,083		$	48,031		$	69,891		$	177,272		$	178,005
Average shares outstanding-basic		70,337,248			70,431,763			70,474,337			70,517,476			70,582,016			70,255,051			70,525,004
Average shares outstanding-diluted		71,115,468			71,221,826			71,273,760			71,279,363			71,350,044			71,011,727			71,301,335
Net income per share-basic	$	0.95		$	0.81		$	0.85		$	0.68		$	0.99		$	2.53		$	2.52
Net income per share-diluted	$	0.94		$	0.80		$	0.84		$	0.68		$	0.98		$	2.50		$	2.50
Income from continuing operations	$	66,473		$	57,308		$	60,083		$	48,031		$	69,891		$	193,073		$	178,005
EPS (basic)	$	0.95		$	0.81		$	0.85		$	0.68		$	0.99		$	2.75		$	2.52
EPS (diluted)	$	0.94		$	0.80		$	0.84		$	0.68		$	0.98		$	2.72		$	2.50
CALCULATION OF REALIZED INVESTMENT GAINS (LOSSES) PER SHARE
RIGL - Derivatives	$	6,287		$	(519	)	$	(6,368	)	$	(26,021	)	$	7,662		$	20,110		$	(24,727	)
Derivative Gains related to Corporate Debt and Investments		(4,684	)		(4,309	)		(3,684	)		(2,960	)		(2,777	)		(14,913	)		(9,421	)
RIGL - All Other Investments, net of participating income		8,181			4,420			27,878			6,597			3,612			23,885			38,087
Related amortization of DAC		(2,669	)		(55	)		(22,412	)		(1,280	)		(162	)		(6,880	)		(23,854	)
		7,115			(463	)		(4,586	)		(23,664	)		8,335			22,202			(19,915	)
Tax effect		(2,491	)		162			1,605			8,283			(2,918	)		(7,771	)		6,970
	$	4,624		$	(301	)	$	(2,981	)	$	(15,381	)	$	5,417		$	14,431		$	(12,945	)
RIGL - Derivatives per share-diluted	$	0.02		$	(0.05	)	$	(0.09	)	$	(0.27	)	$	0.05		$	0.05		$	(0.31	)
RIGL - All Other Investments per share-diluted	$	0.04		$	0.05		$	0.05		$	0.05		$	0.03		$	0.15		$	0.13
OPERATING INCOME PER SHARE *
Net income per share-diluted	$	0.94		$	0.80		$	0.84		$	0.68		$	0.98		$	2.50		$	2.50
RIGL - Derivatives per share-diluted		0.02			(0.05	)		(0.09	)		(0.27	)		0.05			0.05			(0.31	)
RIGL - All Other Investments, net of participating income per share-diluted		0.04			0.05			0.05			0.05			0.03			0.15			0.13
Change in accounting principle		-			-			-			-			-			(0.22	)		-
Operating income per share-diluted	$	0.88		$	0.80		$	0.88		$	0.90		$	0.90		$	2.52		$	2.68
NET OPERATING INCOME *
Net income	$	66,473		$	57,308		$	60,083		$	48,031		$	69,891		$	177,272		$	178,005
RIGL - Derivatives net of tax & gains related to corp debt & investments		1,042			(3,138	)		(6,534	)		(18,837	)		3,175			3,378			(22,196	)
RIGL - All Other Investments net of tax, amortization, and participating income		3,583			2,838			3,553			3,456			2,242			11,053			9,251
Change in accounting principle		-			-			-			-			-			(15,801	)		-
Net operating income	$	61,848		$	57,608		$	63,064		$	63,412		$	64,474		$	178,642		$	190,950
PRETAX OPERATING INCOME **
Income before income tax	$	102,266		$	88,166		$	91,870		$	73,442		$	106,867		$	297,035		$	272,179
RIGL - Derivatives		6,287			(519	)		(6,368	)		(26,021	)		7,662			20,110			(24,727	)
Derivative Gains related to Corporate Debt and Investments		(4,684	)		(4,309	)		(3,684	)		(2,960	)		(2,777	)		(14,913	)		(9,421	)
RIGL - All Other Investments, net of participating income		8,181			4,420			27,878			6,597			3,612			23,885			38,087
Related amortization of DAC		(2,669	)		(55	)		(22,412	)		(1,280	)		(162	)		(6,880	)		(23,854	)
Pretax operating income	$	95,151		$	88,629		$	96,456		$	97,106		$	98,532		$	274,833		$	292,094
* "Net Operating Income" and "Operating Income Per Share" are non-GAAP financial measures. "Net Income" and "Net Income Per Share" are GAAP
financial measures to which "Net Operating Income" and "Operating Income Per Share" may be compared.
** "Pretax Operating Income" is a non-GAAP financial measure. "Income Before Income Tax" is a GAAP financial measure to which "Pretax Operating Income" may be compared.

PROTECTIVE LIFE CORPORATION													Draft
Invested Asset Summary													10/27/2005
(Dollars in millions)													Page 6
(Unaudited)
	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR
	2004			2004			2005			2005			2005
Total Portfolio
Fixed Income	$	13,679.4		$	14,412.6		$	15,263.7		$	15,686.4		$	15,824.4
Mortgage Loans		2,904.7			3,005.4			3,042.6			3,124.9			3,101.8
Real Estate		107.2			107.3			105.0			92.0			92.3
Equities		59.6			58.9			59.6			115.7			115.6
Policy Loans		485.3			482.8			472.4			466.7			463.5
Short Term Investments		1,042.3			1,059.6			816.3			626.8			606.2
Other Long Term Investments		217.3			377.7			222.9			186.0			286.5
Total Invested Assets	$	18,495.8		$	19,504.3		$	19,982.5		$	20,298.5		$	20,490.3
Fixed Income
Corporate Bonds	$	7,200.4		$	7,466.0		$	7,209.4		$	7,597.3		$	7,489.8
Mortgage Backed Securities		4,598.3			5,070.2			6,201.5			6,094.3			6,348.2
US Govt Bonds		79.3			86.0			94.7			88.5			88.3
Public Utilities		1,759.2			1,745.5			1,705.6			1,852.7			1,844.4
States, Municipals and Political Subdivisions		27.7			30.4			49.6			52.2			50.9
Preferred Securities		3.5			3.6			2.7			1.2			2.6
Convertibles and Bonds with Warrants		11.0			10.9			0.2			0.2			0.2
Total Fixed Income Portfolio	$	13,679.4		$	14,412.6		$	15,263.7		$	15,686.4		$	15,824.4
Fixed Income - Quality
AAA		34.6	%		35.9	%		40.9	%		40.0	%		40.9	%
AA		6.4	%		6.2	%		6.0	%		3.7	%		4.4	%
A		23.5	%		22.2	%		21.0	%		17.8	%		17.0	%
BBB		28.6	%		28.9	%		25.8	%		31.1	%		30.5	%
BB or Less		6.9	%		6.8	%		6.3	%		7.4	%		7.2	%
Redeemable Preferred Stock		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Mortgage Loans - Type
Retail		71.2	%		70.7	%		69.6	%		69.2	%		68.6	%
Apartments		10.1	%		10.2	%		11.7	%		12.5	%		12.3	%
Office Buildings		8.7	%		9.2	%		9.4	%		9.2	%		9.8	%
Warehouses		8.5	%		8.4	%		8.3	%		7.9	%		8.2	%
Miscellaneous		1.5	%		1.5	%		1.0	%		1.2	%		1.1	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Problem Mortgage Loans
60 Days Past Due	$	5.4		$	1.9		$	1.9		$	1.9		$	1.9
90 Days Past Due		1.9			1.9			8.2			2.6			5.4
Renegotiated Loans		5.7			5.6			5.4			8.3			5.5
Foreclosed Real Estate		1.3			1.4			0.0			4.3			5.0
	$	14.3		$	10.8		$	15.5		$	17.1		$	17.8

PROTECTIVE LIFE CORPORATION																			Draft
Life Marketing and Acquisitions - Quarterly Earnings Trends																			10/27/2005
(Dollars in thousands)																			Page 7
(Unaudited)
	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS			9 MOS
	2004			2004			2005			2005			2005			2004			2005
LIFE MARKETING
REVENUES
Gross Premiums and Policy Fees	$	253,952		$	286,020		$	273,769		$	290,333		$	297,098		$	740,869		$	861,200
Reinsurance Ceded		(191,228	)		(253,121	)		(199,746	)		(235,968	)		(204,572	)		(565,086	)		(640,286	)
Net Premiums and Policy Fees		62,724			32,899			74,023			54,365			92,526			175,783			220,914
Net investment income		59,985			61,339			61,153			62,541			66,847			176,854			190,541
Realized investment gains (losses)		-			-			-			-			-			-			-
Other income		25,151			26,053			28,556			27,107			27,577			68,642			83,240
Total Revenues		147,860			120,291			163,732			144,013			186,950			421,279			494,695
BENEFITS & EXPENSES
Benefits and settlement expenses		78,361			57,505			89,783			72,994			112,119			217,079			274,896
Amortization of deferred policy acquisition costs		14,823			12,140			17,827			21,413			23,831			46,830			63,071
Amortization of goodwill		-			-			-			-			-			-			-
Other operating expenses		15,858			8,765			16,981			11,274			12,986			33,354			41,241
Total Benefits and Expenses		109,042			78,410			124,591			105,681			148,936			297,263			379,208
INCOME BEFORE INCOME TAX	$	38,818		$	41,881		$	39,141		$	38,332		$	38,014		$	124,016		$	115,487
ACQUISITIONS
REVENUES
Gross Premiums and Policy Fees	$	66,985		$	70,281		$	65,500		$	66,104		$	64,265		$	206,113		$	195,869
Reinsurance Ceded		(16,562	)		(20,559	)		(20,029	)		(17,257	)		(17,668	)		(51,503	)		(54,954	)
Net Premiums and Policy Fees		50,423			49,722			45,471			48,847			46,597			154,610			140,915
Net investment income		57,682			57,458			56,714			56,099			55,366			175,041			168,179
Realized investment gains (losses)		-			-			-			-			-			-			-
Other income		655			432			361			453			251			1,840			1,065
Total Revenues		108,760			107,612			102,546			105,399			102,214			331,491			310,159
BENEFITS & EXPENSES
Benefits and settlement expenses		71,571			71,425			66,399			68,784			69,312			215,931			204,495
Amortization of deferred policy acquisition costs		7,056			6,271			7,071			7,185			6,197			22,381			20,453
Amortization of goodwill		-			-			-			-			-			-			-
Other operating expenses		8,871			8,542			8,041			7,957			7,195			27,253			23,193
Total Benefits and Expenses		87,498			86,238			81,511			83,926			82,704			265,565			248,141
INCOME BEFORE INCOME TAX	$	21,262		$	21,374		$	21,035		$	21,473		$	19,510		$	65,926		$	62,018

PROTECTIVE LIFE CORPORATION																	Draft
Life Marketing and Annuities Data																	10/27/2005
(Dollars in thousands)																	Page 8
(Unaudited)
	2004		2004		2004		2004		2005		2005		2005		9MOS		9 MOS
	1ST QTR		2ND QTR		3RD QTR		4TH QTR		1ST QTR		2ND QTR		3RD QTR		2004		2005
LIFE MARKETING
SALES BY PRODUCT
Term	$	46,835	$	42,208	$	41,046	$	41,794	$	34,508	$	26,861	$	27,975	$	130,089	$	89,344
U/L		17,697		19,266		16,364		31,212		32,747		41,639		50,308		53,327		124,694
VUL		1,125		1,474		1,491		1,146		1,138		1,197		1,698		4,090		4,033
Total	$	65,657	$	62,948	$	58,901	$	74,152	$	68,393	$	69,697	$	79,981	$	187,506	$	218,071
SALES BY DISTRIBUTION
Brokerage general agents	$	42,747	$	39,580	$	37,843	$	40,975	$	36,172	$	29,495	$	36,072	$	120,170	$	101,739
Independent agents		12,740		12,570		12,615		18,004		17,309		18,815		21,788		37,925		57,912
Stockbrokers/banks		6,059		6,782		7,016		11,854		12,627		17,936		19,741		19,857		50,304
Direct Response & BOLI		4,111		4,016		1,427		3,319		2,285		3,451		2,380		9,554		8,116
Total	$	65,657	$	62,948	$	58,901	$	74,152	$	68,393	$	69,697	$	79,981	$	187,506	$	218,071
ANNUITIES
SALES
Variable Annuity	$	61,724	$	63,317	$	74,231	$	83,654	$	77,003	$	90,329	$	74,659	$	199,272	$	241,991
Immediate Annuity		10,966		33,576		23,216		150,179		32,476		21,194		25,606		67,758		79,276
Market Value Adjusted Annuity		5,128		74,729		83,175		62,201		26,483		33,065		23,032		163,032		82,580
Equity Indexed Annuity										609		6,582		21,188		0		28,379
Total	$	77,818	$	171,622	$	180,622	$	296,034	$	136,571	$	151,170	$	144,485	$	430,062	$	432,226
PRETAX OPERATING INCOME
Variable Annuity	$	625	$	3,492	$	2,901	$	3,417	$	3,735	$	4,274	$	3,555	$	7,018	$	11,564
Fixed Annuity		2,188		1,483		1,107		1,254		329		3,871		1,372		4,778		5,572
Total	$	2,813	$	4,975	$	4,008	$	4,671	$	4,064	$	8,145	$	4,927	$	11,796	$	17,136
DEPOSIT BALANCE
VA Fixed Annuity	$	275,462	$	269,353	$	269,363	$	262,295	$	251,822	$	250,556	$	232,578
VA Separate Account Annuity		2,012,396		2,026,781		2,023,325		2,222,102		2,176,065		2,210,639		2,280,264
Sub-total		2,287,858		2,296,134		2,292,688		2,484,397		2,427,887		2,461,195	$	2,512,842
Fixed Annuity		2,877,159		2,930,544		2,986,179		3,173,862		3,195,043		3,202,752		3,217,052
Total	$	5,165,017	$	5,226,678	$	5,278,867	$	5,658,259	$	5,622,930	$	5,663,947	$	5,729,894

PROTECTIVE LIFE CORPORATION																			Draft
Annuities, Stable Value Contracts, and Asset Protection																			10/27/2005
Quarterly Earnings Trends (Dollars in thousands)																			Page 9
(Unaudited)
	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS			9 MOS
	2004			2004			2005			2005			2005			2004			2005
ANNUITIES
REVENUES
Gross Premiums and Policy Fees	$	7,370		$	7,749		$	7,840		$	7,866		$	8,057		$	22,592		$	23,763
Reinsurance Ceded		-			-			-			-			-			-			-
Net Premiums and Policy Fees		7,370			7,749			7,840			7,866			8,057			22,592			23,763
Net investment income		52,854			54,923			56,150			54,786			54,008			155,965			164,944
RIGL - Derivatives		-			-			(162	)		-			163			-			1
RIGL - All Other Investments		3,524			55			27,624			1,474			70			9,818			29,168
Other income		1,556			2,108			1,726			2,264			2,133			4,896			6,123
Total Revenues		65,304			64,835			93,178			66,390			64,431			193,271			223,999
BENEFITS & EXPENSES
Benefits and settlement expenses		46,526			46,243			48,080			48,687			44,596			137,028			141,363
Amortization of deferred policy acquisition costs		8,459			7,636			29,638			3,453			7,663			24,635			40,754
Amortization of goodwill		-			-			-			-			-			-			-
Other operating expenses		5,456			6,285			6,346			5,911			7,174			16,874			19,431
Total Benefits and Expenses		60,441			60,164			84,064			58,051			59,433			178,537			201,548
INCOME BEFORE INCOME TAX		4,863			4,671			9,114			8,339			4,998			14,734			22,451
Adjustments to Reconcile to Operating Income:
Less: RIGL - Derivatives		-			-			(162	)		-			163			-			1
Less: RIGL - All Other Investments		3,524			55			27,624			1,474			70			9,818			29,168
Add back: Related amortization of deferred policy acquisition costs		2,669			55			22,412			1,280			162			6,880			23,854
PRETAX OPERATING INCOME	$	4,008		$	4,671		$	4,064		$	8,145		$	4,927		$	11,796		$	17,136
STABLE VALUE CONTRACTS
REVENUES
Gross Premiums and Policy Fees	$	-		$	-		$	-		$	-		$	-		$	-		$	-
Reinsurance Ceded		-			-			-			-			-			-			-
Net Premiums and Policy Fees		-			-			-			-			-			-			-
Net investment income		66,472			71,013			73,875			76,081			79,118			197,171			229,074
RIGL - Derivatives		700			53			292			(310	)		416			1,106			398
RIGL - All Other Investments		6,292			279			327			2,395			884			11,787			3,606
Other income		-			-			-			-			-			-			-
Total Revenues		73,464			71,345			74,494			78,166			80,418			210,064			233,078
BENEFITS & EXPENSES
Benefits and settlement expenses		50,301			54,378			57,169			60,084			62,747			150,790			180,000
Amortization of deferred policy acquisition costs		894			1,022			1,084			1,121			1,240			2,458			3,445
Amortization of goodwill		-			-			-			-			-			-			-
Other operating expenses		1,964			1,392			1,223			1,392			1,388			4,985			4,003
Total Benefits and Expenses		53,159			56,792			59,476			62,597			65,375			158,233			187,448
INCOME BEFORE INCOME TAX		20,305			14,553			15,018			15,569			15,043			51,831			45,630
Adjustments to Reconcile to Operating Income:
Less: RIGL-Derivatives		700			53			292			(310	)		416			1,106			398
Less: RIGL-All Other Investments		6,292			279			327			2,395			884			11,787			3,606
PRETAX OPERATING INCOME	$	13,313		$	14,221		$	14,399		$	13,484		$	13,743		$	38,938		$	41,626
ASSET PROTECTION
REVENUES
Gross Premiums and Policy Fees	$	115,967		$	101,271		$	110,375		$	109,846		$	106,685		$	337,808		$	326,906
Reinsurance Ceded		(64,865	)		(53,979	)		(62,302	)		(59,233	)		(60,661	)		(180,366	)		(182,196	)
Net Premiums and Policy Fees		51,102			47,292			48,073			50,613			46,024			157,442			144,710
Net investment income		7,922			7,976			7,600			8,602			8,075			22,963			24,277
Realized investment gains (losses)		-			-			-			-			-			-			-
Other income		10,266			9,268			9,405			12,732			13,624			30,412			35,761
Total Revenues		69,290			64,536			65,078			71,947			67,723			210,817			204,748
BENEFITS & EXPENSES
Benefits and settlement expenses		29,226			26,219			26,529			29,851			27,560			94,788			83,940
Amortization of deferred policy acquisition costs		20,042			14,753			17,546			17,669			18,052			57,520			53,267
Amortization of goodwill		-			-			-			-			-			-			-
Other operating expenses		14,597			18,884			14,831			18,135			16,009			44,110			48,975
Total Benefits and Expenses		63,865			59,856			58,906			65,655			61,621			196,418			186,182
INCOME BEFORE INCOME TAX	$	5,425		$	4,680		$	6,172		$	6,292		$	6,102		$	14,399		$	18,566

PROTECTIVE LIFE CORPORATION																									Draft
Stable Value Contracts and Asset Protection Data																									10/27/2005
(Dollars in thousands)																									Page 10
(Unaudited)
	2004			2004			2004			2004			2005			2005			2005			9 MOS			9 MOS
	1ST QTR			2ND QTR			3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			2004			2005
STABLE VALUE CONTRACTS
SALES
GIC	$	-		$	39,000		$	15,000		$	5,000		$	24,050		$	5,000		$	20,500		$	54,000		$	49,550
GFA - Direct Institutional		-			960			-			66,060			-			-			-			960			0
GFA - Non-Registered		-			-			-			-			-			-			-			0			0
GFA - Registered - Institutional		300,000			-			625,000			-			350,000			350,000			300,000			925,000			1,000,000
GFA - Registered - Retail		221,500			68,250			135,520			106,290			31,845			96,795			20,790			425,270			149,430
Total	$	521,500		$	108,210		$	775,520		$	177,350		$	405,895		$	451,795		$	341,290		$	1,405,230		$	1,198,980
DEPOSIT BALANCE
Quarter End Balance	$	4,923,231		$	4,921,166		$	5,143,367		$	5,562,997		$	5,670,355		$	5,846,120		$	5,900,740
Average Daily Balance	$	4,851,592		$	5,062,014		$	5,112,019		$	5,455,427		$	5,716,571		$	5,808,943		$	5,973,325		$	5,009,546		$	5,834,429
OPERATING SPREAD		0.99	%		1.13	%		1.07	%		1.07	%		1.04	%		0.95	%		0.94	%		1.07	%		0.98	%

	2003		2004		2004		2004		2005		2005		2005		9 MOS		9 MOS
	1ST QTR		2ND QTR		3RD QTR		4TH QTR		1ST QTR		2ND QTR		3RD QTR		2004		2005
ASSET PROTECTION
SALES
Credit	$	51,246	$	59,035	$	59,543	$	47,761	$	50,106	$	51,421	$	56,749	$	169,824	$	158,276
Service Contracts		44,275		54,861		56,627		47,220		47,138		62,437		65,301		155,763		174,876
Other		8,152		8,940		8,883		13,780		9,075		13,567		14,812		25,975		37,454
Total	$	103,673	$	122,836	$	125,053	$	108,761	$	106,319	$	127,425	$	136,862	$	351,562	$	370,606

PROTECTIVE LIFE CORPORATION																			Draft
Corporate & Other Segment - Quarterly Earnings Trends																			10/27/2005
(Dollars in thousands)																			Page 11
(Unaudited)
	3RD QTR			4TH QTR			1ST QTR			2ND QTR			3RD QTR			9 MOS			9 MOS
	2004			2004			2005			2005			2005			2004			2005
REVENUES
Gross Premiums and Policy Fees	$	11,919		$	11,373		$	11,030		$	10,494		$	10,555		$	37,003		$	32,079
Reinsurance Ceded		(191	)		(143	)		(75	)		(53	)		(18	)		(874	)		(146	)
Net Premiums and Policy Fees		11,728			11,230			10,955			10,441			10,537			36,129			31,933
Net investment income		34,356			21,730			32,461			24,265			43,471			81,784			100,197
RIGL - Derivatives		5,587			(572	)		(6,498	)		(25,711	)		7,083			19,004			(25,126	)
RIGL - All Other Investments		(1,635	)		4,086			(73	)		8,611			2,658			2,280			11,196
Other income		3,994			4,582			4,236			2,949			3,792			12,781			10,977
Total Revenues		54,030			41,056			41,081			20,555			67,541			151,978			129,177
BENEFITS & EXPENSES
Benefits and settlement expenses		12,470			16,427			12,474			11,236			17,031			42,624			40,741
Amortization of deferred policy acquisition costs		1,101			1,086			1,085			1,026			967			3,398			3,078
Amortization of goodwill		-			-			-			-			-			-			-
Other operating expenses		28,866			22,536			26,132			24,856			26,343			79,827			77,331
Total Benefits and Expenses		42,437			40,049			39,691			37,118			44,341			125,849			121,150
INCOME BEFORE INCOME TAX		11,593			1,007			1,390			(16,563	)		23,200			26,129			8,027
Adjustments to Reconcile to Operating Income:
Less: RIGL-Derivatives		5,587			(572	)		(6,498	)		(25,711	)		7,083			19,004			(25,126	)
Less: RIGL-All Other Investments, net of participating income		(1,635	)		4,086			(73	)		2,728			2,658			2,280			5,313
Add back: Derivative gains related to corporate debt and investments		4,684			4,309			3,684			2,960			2,777			14,913			9,421
PRETAX OPERATING INCOME	$	12,325		$	1,802		$	11,645		$	9,380		$	16,236		$	19,758		$	37,261