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

August 6, 2008 (August 5, 2008)
Date of Report (Date of earliest event reported)

Protective Life Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-11339	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 August 5, 2008, Registrant issued a press release and made available supplemental financial information with respect to its financial results for the quarter ended June 30, 2008. 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 August 5, 2008

99.2 - Supplemental Financial Information Dated August 5, 2008

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

/s/Steven G. Walker

Steven G. Walker

Senior Vice President, Controller

and Chief Accounting Officer

Dated:August 5, 2008
 

EX-99.1

 

Protective Life Corporation

Post Office Box 2606

Birmingham, AL  35202

205-268-1000

FOR IMMEDIATE RELEASE

PROTECTIVE ANNOUNCES SECOND QUARTER 2008 EARNINGS

BIRMINGHAM, Alabama (August 5, 2008) Protective Life Corporation (NYSE: PL) today reported results for the second quarter of 2008. Highlights include:

·   Net income was $0.53 per diluted share, compared to $0.91 per share in the second quarter of 2007. Included in the current quarter’s net income were net realized investment losses of $0.43 per share compared to net realized investment gains of $0.03 per share in the second quarter of 2007.  The $0.43 per share of net realized investment losses in the second quarter of 2008 included $0.73 per share of other-than-temporary impairments, which were partially offset by $0.30 per share of gains on the sale of certain securities and positive adjustments to derivatives.

·   Operating income for the second quarter was $0.96 per diluted share, compared to $0.88 per share in the second quarter of 2007.  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.

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

“We were pleased overall by our operating results in the second quarter.  Segment earnings in our Annuities, Stable Value and Acquisitions lines were in line with or above our expectations for the quarter.  While our Life Marketing segment was slightly below our expectations for the quarter, after adjusting for less than expected favorable mortality, results were essentially in line with our plan.  Earnings in Asset Protection were below plan, due to the impact of the sharp decline in U.S. auto and marine sales in the quarter and certain legal expenses and settlements that were above plan levels.  In the Corporate and Other line, we were also pleased by the recovery we experienced in our securities trading account in the quarter.

At the same time, we were disappointed by the fact that net income was negatively impacted by impairment charges on a portfolio of Alt A category securities we purchased in 2007.  Notwithstanding these charges, our investment portfolios performed well in a difficult credit environment, as we continue to enjoy higher yields and wider spreads on our investments.   We were especially pleased by the solid credit performance we continued to experience in our commercial mortgage portfolio.  Problem mortgage loans remain at historically low levels.

As we look to the second half of the year, we expect credit market conditions to remain challenging.  Nevertheless, we are maintaining our disciplined approach to investment management, and we are optimistic that our securities and commercial mortgage loan portfolio will hold up well in the circumstances.  We are not, however, optimistic about participating mortgage income over the remainder of the year.  The absence of liquidity in the real estate sector is having a significant impact on sales activity in the participating loan portfolio.  While we do see increasing opportunities to originate attractive participating loans, we do expect low levels of participating mortgage income for the remainder of the year.

We remain encouraged by our prospects in our retail marketing businesses.  We expect to have a record level of sales in our Annuities line and continued positive fund flows in most product lines.  While life sales were somewhat below plan in the first half of the year due, in part, to the late introduction of a new series of universal life products, our expectation is that sales activity will pick up in the second half as these and other new products are introduced to the market.  Overall, we think we are well positioned in the annuities and life marketing lines for solid performance.  While Asset Protection is likely to remain under some sales and earnings pressure so long as auto and marine sales are depressed, we expect continued good performance from our in-force service contract business.

Overall, we believe that our fundamentals remain solid, notwithstanding the challenges presented by the current macroeconomic environment, and we remain positive in our longer-term outlook and expectations for our business.”

FINANCIAL HIGHLIGHTS

·   Life Marketing pre-tax operating income was $38.1 million compared to $37.8 million in the second quarter last year.

·   Pre-tax operating income for the Acquisitions segment was $34.5 million, up 12.0% from the same period last year.

·   Pre-tax operating income in the Annuities segment was $9.5 million compared to $6.7 million in the same period last year.  The Annuities segment results for second quarter 2008 were positively impacted by the effect of $1.7 million of fair value changes, net of deferred acquisition cost (DAC) amortization.

·   The Stable Value Products segment reported $17.5 million in pre-tax operating income, a 42.0% increase over the same period last year.

·   The Asset Protection segment reported pre-tax operating income of $6.7 million compared to $11.5 million in the same period last year.

·   Operating income return on average equity for the twelve months ended June 30, 2008 was 10.2%.

·   Net income return on average equity for the twelve months ended June 30, 2008 was 8.3%.

·   At June 30, 2008, below investment grade securities were 5.3% of invested assets, and problem mortgage loans and foreclosed properties were 0.2% of the commercial mortgage loan portfolio.  As of June 30, 2008, the total market value of securities supported by collateral classified as sub-prime was $72.8 million, or 0.2% of total invested assets.

Additionally, as of June 30, 2008, residential mortgage-backed securities supported by collateral classified as Alt-A totaled $754.7 million, comprising 2.5% of total invested assets.  Of the total Alt-A securities, 92.5% are rated AAA.  During the second quarter 2008, the Company recorded pre-tax other-than-temporary impairments of $80.0 million related to a portion of these securities not rated AAA.  The decline in the estimated fair value of these securities resulted from factors including downgrades in rating, interest rate changes, and the current distressed credit markets. These other-than-temporary impairments resulted from our analysis of circumstances and our belief that credit events, loss severity, changes in credit enhancement, and/or other adverse conditions of the respective issuers have caused, or will lead to, a deficiency in the contractual cash flows related to these investments.

2008 GUIDANCE

Based on current information, Protective is revising its guidance with respect to expected 2008 operating income per diluted share to a range of $3.60 to $3.80 per share from $3.80 to $4.15 per share.  The reduction in guidance is primarily attributable to expectations for limited opportunities of participating mortgage income, reduced profits in the Asset Protection Division related to the current macroeconomic environment for auto and marine sales, and slower recovery of fair value items impacting the Annuities segment and the trading portfolio. Protective’s 2008 guidance excludes any reserve adjustments or unusual or unpredictable benefits or charges that might occur during the rest of the year. The 2008 guidance range is based upon many assumptions, including but not limited to the following:  the expected pattern of financial results of life insurance business written under our capital markets securitization structure; no substantial changes in credit spreads, interest rates or the slope of the yield curve from conditions existing on July 28, 2008; additional recovery of $10 million of mark-to-market losses on a trading portfolio from first quarter 2008 in the second half of 2008; achieving our targeted level of sales in our major retail product lines; the ongoing impact of the ordinary course run-off of older policies; no material change in the equity markets; and our view and expectations as to the likely effect of the interest rate environment on our business (including our view and expectations of credit spreads, the yield curve, and the volume of prepayments and income from both our securities portfolio and our participating mortgage loan portfolio).  The 2008 guidance also assumes that Life Marketing mortality will be consistent with 2007 results for the remainder of the year.  Investment income from extraordinary sources (primarily participating mortgage loan income and prepayment fees) is expected to decline in 2008 compared to 2007 levels, but is assumed to be replaced by higher levels of investment income from the remaining investment portfolio.  The 2008 guidance range also assumes no further positive or negative unlocking of deferred policy acquisition costs (“DAC”) or adjustments to value of businesses acquired (“VOBA”), and diluted weighted average shares outstanding of 71.6 million.

The Company’s actual experience in 2008 will almost certainly differ from the expectations described above, due to a number of factors including, but not limited to, the risk factors set forth under “Forward Looking Statements” below and in the Company’s most recent Form 10-K and Form 10-Q, significant changes in earnings on investment products caused by changes in interest rates and the equity markets, changes in fair value affecting operating income, DAC and VOBA amortization, and changes in our effective tax rate that are difficult to anticipate or forecast.  Accordingly, no assurance can be given that actual results will fall within the expected guidance range.

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.

SECOND QUARTER CONSOLIDATED RESULTS

($ in thousands; net of income tax)

		2Q2008			2Q2007
Operating income	$	68,581		$	62,799
Realized investment gains (losses) and
related amortization, net of certain
derivative gains (losses)		(30,397	)		2,306
Net Income	$	38,184		$	65,105

($ per share; net of income tax)

		2Q2008			2Q2007
Operating income	$	0.96		$	0.88
Realized investment gains (losses) and
related amortization
Investments		(1.02	)		(0.65	)
Derivatives		0.59			0.68
Net Income	$	0.53		$	0.91

BUSINESS SEGMENT OPERATING INCOME BEFORE INCOME TAX

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

OPERATING INCOME BEFORE INCOME TAX

($ in thousands)

		2Q2008			2Q2007
LIFE MARKETING	$	38,127		$	37,834
ACQUISITIONS		34,514			30,814
ANNUITIES		9,487			6,669
STABLE VALUE PRODUCTS		17,545			12,355
ASSET PROTECTION		6,664			11,522
CORPORATE & OTHER		(2,093	)		(1,300	)
	$	104,244		$	97,894

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

($ in thousands)		2Q2008			2Q2007
Operating income before
income tax	$	104,244		$	97,894
Realized investment gains (losses)
Stable Value Contracts		1,823			(583	)
Annuities		1,095			53
Acquisitions		(3,824	)		2,566
Corporate & Other		(44,568	)		2,578
Less: periodic settlements on derivatives
Corporate & Other		1,786			237
Related amortization of deferred policy
acquisition costs and value of businesses acquired
Acquisitions		(535	)		777
Annuities		40			53
Income before income tax	$	57,479		$	101,441

Income before income tax (which, unlike operating income before income tax, does not exclude realized gains (losses) net of the related amortization of DAC and VOBA and participating income from real estate ventures) for the Acquisitions segment was $31.2 million for the second quarter of 2008 and $32.6 million for the second quarter of 2007. Income before income tax for the Annuities segment was $10.5 million for the second quarter of 2008 and $6.7 million for the second quarter of 2007. Income before income tax for the Stable Value segment was $19.4 million for the second quarter of 2008 and $11.8 million for the second quarter of 2007. Income before income tax for the Corporate & Other segment was a loss of $48.4 million for the second quarter of 2008 and income of $1.0 million for the second quarter of 2007.

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)

		2Q2008		2Q2007
LIFE MARKETING	$	41.1	$	64.7
ANNUITIES		552.2		428.8
STABLE VALUE PRODUCTS		587.8		135.0
ASSET PROTECTION		119.6		150.2

BUSINESS SEGMENT HIGHLIGHTS

LIFE MARKETING:  Life Marketing pre-tax operating income was $38.1 million compared to $37.8 million in second quarter last year. Term and universal life mortality had an unfavorable impact to earnings of $0.8 million in the second quarter of 2008; approximately $1.5 million more favorable than the prior year’s quarter.  Investment income in the second quarter of 2007 included approximately $4.0 million of investment income that is now allocated to the Corporate & Other segment as a result of the completion of the AXXX securitization.

Life Marketing sales were $41.1 million, down 36.4% compared to $64.7 million in the second quarter of 2007.  Term insurance sales in the current quarter were $26.9 million compared to $44.0 million in the prior year’s quarter.  Universal life insurance sales in the second quarter of 2008 were $12.6 million compared to $18.5 million in the second quarter of 2007.

ACQUISITIONS:  Pre-tax operating income was $34.5 million for the second quarter of 2008, up 12.0% compared to $30.8 million in the second quarter of 2007.  The current quarter reflected lower expenses related to the Chase Insurance Group acquisition, which was partially offset by expected runoff of the acquired blocks.

ANNUITIES:  Pre-tax operating income in the Annuities segment was $9.5 million in the second quarter of 2008, up from $6.7 million in the second quarter of 2007. The Annuities segment results for second quarter 2008 were positively impacted by the net effect of $1.7 million of fair value changes, net of DAC amortization, related to the variable annuity GMWB rider and the Equity Indexed Annuity product.

Annuity account values were $8.1 billion as of June 30, 2008, an increase of 14.1% over the prior year.  The Annuities segment had positive cash flows in all of its product portfolios in the second quarter of 2008.

Total annuity sales increased 28.8% to $552.2 million in the second quarter of 2008 compared to the prior year’s quarter. Fixed annuity sales were $436.8 million in the second quarter of 2008 compared to $305.6 million in the prior year’s quarter. Variable annuity sales were $115.4 million in the second quarter of 2008 compared to $123.3 million in the second quarter of 2007.

STABLE VALUE PRODUCTS:  Pre-tax operating income in the Stable Value Products segment was $17.5 million in the second quarter of 2008, compared to $12.4 million in the second quarter of 2007. Operating spreads widened in the second quarter of 2008 to 134 basis points as compared to 104 basis points in the second quarter of 2007.  Sales were $587.8 million in second quarter 2008 compared to sales in the second quarter of 2007 of $135.0 million.  Deposit balances ended the quarter at $5.4 billion, up 13.2% compared to $4.8 billion in the second quarter of 2007.

ASSET PROTECTION:  The Asset Protection segment had pre-tax operating income of $6.7 million in the second quarter of 2008 compared to $11.5 million in the prior year’s second quarter.  The decrease was primarily the result of lower service contract earnings due to lower sales and lower earnings in Inventory Protection and Guaranteed Asset Protection products. Sales were $119.6 in the second quarter of 2008 compared to $150.2 in the same period last year.

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 a pre-tax operating loss of $2.1 million in the second quarter of 2008, compared to $1.3 million of operating loss in the second quarter of 2007. The loss in the second quarter of 2008 includes a gain of $5.3 million related to the mark-to-market on a $418 million portfolio of securities designated for trading.  Participating mortgage income in the current quarter was $1.7 million or $3.4 million lower than the second quarter of 2007 (both periods exclude $2.0 million that was allocated to the other business segments).

CONFERENCE CALL

There will be a conference call for management to discuss the quarterly results with analysts and professional investors on August 6, 2008 at 9:00 a.m. Eastern. Analysts and professional investors may access this call by calling 1-800-862-9098 (international callers 1-785-424-1051) and giving the conference ID: Protective. A recording of the call will be available from 12:00 p.m. Eastern August 6, 2008 until midnight August 13, 2008. The recording may be accessed by calling 1-800-283-4595 (international callers 1-402-220-0873).

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 August 6, 2008 until midnight August 13, 2008.

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 value of businesses acquired (“VOBA”) and participating income from real estate ventures. Periodic settlements of derivatives associated with corporate debt and certain investments and annuity products are included in realized gains (losses) but are considered part of consolidated and segment operating income because the derivatives 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 and VOBA, 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.

The 2008 earnings guidance presented in this release is based on the financial measure operating income per diluted share. Net income per diluted share is the most directly comparable GAAP measure. A quantitative reconciliation of Protective’s net income per diluted share to operating income per diluted share is not calculable on a forward-looking basis because it is not possible to provide a reliable forecast of realized investment gains and losses, which typically vary substantially from period to period.

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

($ per common share outstanding as of June 30, 2008)

Total share-owners’ equity per share	$	29.80
Less:  Accumulated other comprehensive income per share		(6.96	)
Total share-owners’ equity per share
excluding accumulated other comprehensive income	$	36.76

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 June 30, 2008 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 June 30, 2008, 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 JUNE 30, 2008

Numerator:

($ in thousands)	Three Months Ended
	Sept. 30, 2007			Dec. 31, 2007			Mar. 31, 2008			June 30, 2008			Twelve Months Ended June 30, 2008
Net income	$	72,992		$	60,886		$	35,882		$	38,184		$	207,944
Net of:
Realized investment gains
(losses), net of income tax
Investments		28,024			12,222			(18,229	)		(73,067	)		(51,050	)
Derivatives		(24,479	)		(17,022	)		2,979			43,509			4,987
Related amortization of DAC,
net of income tax		(29	)		(754	)		(698	)		322			(1,159	)
Add back:
Derivative gains related
to Corp. debt and investments,
net of income tax		85			127			315			1,161			1,688
Operating Income	$	69,561		$	66,567		$	52,145		$	68,581		$	256,854

Denominator:	Share-Owners’ Equity		Accumulated Other Comprehensive Income			Share-Owners’ Equity Excluding Accumulated Other Comprehensive Income
June 30, 2007	$	2,293,542	$	(139,132	)	$	2,432,674
September 30, 2007		2,405,623		(85,711	)		2,491,334
December 31, 2007		2,456,761		(80,529	)		2,537,290
March 31, 2008		2,163,860		(379,948	)		2,543,808
June 30, 2008		2,081,742		(486,222	)		2,567,964
Total						$	12,573,070
Average						$	2,514,614
Operating Income Return on Average Equity							10.2	%

CALCULATION OF NET INCOME RETURN ON AVERAGE EQUITY

ROLLING TWELVE MONTHS ENDED JUNE 30, 2008

($ in thousands)

Numerator:

Net income – three months ended September 30, 2007	$	72,992
Net income – three months ended December 31, 2007		60,886
Net income – three months ended March 31, 2008		35,882
Net income – three months ended June 30, 2008		38,184
Net income – rolling twelve months ended June 30, 2008	$	207,944

Denominator:	Share-Owners’ Equity		Accumulated Other Comprehensive Income			Share-Owners’ Equity Excluding Accumulated Other Comprehensive Income
June 30, 2007	$	2,293,542	$	(139,132	)	$	2,432,674
September 30, 2007		2,405,623		(85,711	)		2,491,334
December 31, 2007		2,456,761		(80,529	)		2,537,290
March 31, 2008		2,163,860		(379,948	)		2,543,808
June 30, 2008		2,081,742		(486,222	)		2,567,964
Total						$	12,573,070
Average						$	2,514,614
Net Income Return on Average Equity							8.3	%

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, pandemics, 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 and negatively affect profitability; a ratings downgrade could adversely affect the Company’s ability to compete; the Company’s policy claims fluctuate from period to period resulting in earnings volatility, and actual results could differ from management’s expectations, including, but not limited to, expectations of mortality, morbidity, casualty losses, persistency, lapses, customer mix and behavior, and projected level of used vehicle values; the Company’s results may be negatively affected should actual experience differ from management’s assumptions and estimates which by their nature are imprecise and subject to changes and revision over time; the use of reinsurance, and any change in the magnitude 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, including, but not limited to, the volume of sales, the profitability of products, investment performance, and asset liability management; equity market volatility could negatively impact the Company’s business, particularly with respect to the Company’s variable products, including an increase in the rate of amortization of DAC and estimated cost of providing minimum death benefit guarantees relating to the variable products; insurance companies are highly regulated and subject to numerous legal restrictions and regulations, including, but not limited to, restrictions relating to premium rates, reserve requirements, marketing practices, advertising, privacy, policy forms, reinsurance reserve requirements, acquisitions, and capital adequacy, and the Company cannot predict whether or when regulatory actions may be taken that could adversely affect the Company or its operations; changes to tax law or interpretations of existing tax law could adversely affect the Company, including, but not limited to, the demand for and profitability of its insurance products and the Company’s ability to compete with non-insurance products; financial services companies are frequently the targets of litigation, including, but not limited to, class action litigation, which could result in substantial judgments, and the Company, like other financial services companies, in the ordinary course of business is involved in litigation and arbitration; publicly held companies in general and the financial services industry in particular are 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, and a change in persistency may result in higher claims and/or higher or more rapid amortization of deferred policy acquisition costs and thus higher unit costs and lower reported earnings; the Company’s investments, including, but not limited to, the Company’s invested assets, derivative financial instruments and commercial mortgage loan portfolio, are subject to market and credit risks; the Company may not realize its anticipated financial results from its acquisitions strategy, which is dependent on factors such as the availability of suitable acquisitions, the availability of capital to fund acquisitions and the realization of assumptions relating to the acquisition; the Company may not be able to achieve the expected results from its recent acquisition; the Company is dependent on the performance of others, including, but not limited to, distributors, third-party administrators, fund managers, reinsurers and other service providers, and, as with all financial services companies, its ability to conduct business is dependent upon consumer confidence in the industry and its products; the Company’s reinsurers could fail to meet assumed obligations, increase rates, or be subject to adverse developments that could affect the Company, and the Company’s ability to compete is dependent on the availability of reinsurance, which has become more costly and less available in recent years, or other substitute capital market solutions; the success of the Company’s captive reinsurance program and related marketing efforts is dependent on a number of factors outside the control of the Company, including, but not limited to, continued access to capital markets and the overall tax position of the Company; computer viruses or network security breaches could affect the data processing systems of the Company or its business partners, and could damage the Company’s business and adversely affect its financial condition and results of operations; the Company’s ability to grow depends in large part upon the continued availability of capital, which has been negatively impacted by recent regulatory action and reserve increase related to certain discontinued lines of business and may be negatively impacted in the future by an increase in guaranteed minimum death benefit related policy liabilities resulting from negative performance in the equity markets, and future marketing plans are dependent on access to the capital markets through securitization; and new accounting or statutory rules or changes to existing accounting or statutory rules could negatively impact the Company; the Company’s risk management policies and procedures may leave it exposed to unidentified or unanticipated risk, which could negatively affect our business or result in losses; credit market volatility could cause market price and cash flow variability in the Company’s fixed income portfolio, resulting in defaults on principal or interest payments on those securities or adversely impact the Company’s ability to efficiently access the capital markets to issue long term debt or fund excess statutory reserves. 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:

Rich Bielen

Vice Chairman and Chief Financial Officer

(205) 268-3617

Eva Robertson

Vice President, Investor Relations

(205) 268-3912

EX-99.2

PROTECTIVE LIFE CORPORATION																	DRAFT
Quarterly Financial Highlights
(Dollars in thousands)
(Unaudited)
	2ND QTR			3RD QTR		4TH QTR			1ST QTR			2ND QTR			6 MOS		6 MOS
	2007			2007		2007			2008			2008			2007		2008
Pretax Operating Income *
Life Marketing	$	37,834		$	39,974	$	46,098		$	46,449		$	38,127		$	103,114	$	84,576
Acquisitions		30,814			30,375		35,809			33,576			34,514			63,063		68,090
Annuities		6,669			6,436		4,340			2,489			9,487			12,275		11,976
Stable Value Contracts		12,355			13,107		12,583			16,216			17,545			24,541		33,761
Asset Protection		11,522			9,905		10,048			9,852			6,664			21,606		16,516
Corporate & Other		(1,300	)		2,342		(6,236	)		(29,973	)		(2,093	)		477		(32,066	)
Total Pretax Operating Income	$	97,894		$	102,139	$	102,642		$	78,609		$	104,244		$	225,076	$	182,853
Balance Sheet Data
Total GAAP Assets	$	40,237,283		$	41,461,169	$	41,786,041		$	41,749,006		$	42,636,077
ShareOwners' Equity	$	2,293,542		$	2,405,623	$	2,456,761		$	2,163,860		$	2,081,742
ShareOwners' Equity (excluding accumulated    other comprehensive income) **	$	2,432,674		$	2,491,334	$	2,537,290		$	2,543,808		$	2,567,964
Stock Data
Closing Price	$	47.81		$	42.44	$	41.02		$	40.56		$	38.05		$	47.81	$	38.05
Average Shares Outstanding
Basic		71,074,976			71,074,619		71,076,532			71,080,703			71,116,961			71,046,489		71,098,832
Diluted		71,490,467			71,467,009		71,467,783			71,453,824			71,442,599			71,488,786		71,448,211
* "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".
** "Shareowners' equity excluding accumulated other comprehensive income" is a non-GAAP financial measure. "Shareowners' equity" is a GAAP financial measure to which
"Shareowners' equity excluding accumulated other comprehensive income" may be compared.
See Page 4 for a reconciliation of "Shareowners' equity excluding accumulated other comprehensive income" to "Shareowners' equity".

PROTECTIVE LIFE CORPORATION																		DRAFT
GAAP Consolidated Statement of Income
(Dollars in thousands)
(Unaudited)
	2ND QTR			3RD QTR			4TH QTR			1ST QTR				2ND QTR		6 MOS			6 MOS
	2007			2007			2007			2008			2008			2007			2008
REVENUES
Gross Premiums and Policy Fees	$	691,165		$	676,500		$	702,341		$	662,404		$	678,873		$	1,348,182		$	1,341,277
Reinsurance Ceded		(422,766	)		(368,878	)		(438,043	)		(371,072	)		(423,774	)		(793,763	)		(794,846	)
Net Premiums and Policy Fees		268,399			307,622			264,298			291,332			255,099			554,419			546,431
Net investment income		410,436			428,792			421,024			408,465			438,941			826,118			847,406
RIGL - Derivatives		76,281			(37,467	)		(28,054	)		(1,657	)		65,087			73,990			63,430
RIGL - All Other Investments		(66,609	)		43,114			18,803			(28,045	)		(112,411	)		(53,315	)		(140,456	)
Other income		57,452			51,874			49,239			45,509			47,983			131,244			93,492
Total Revenues		745,959			793,935			725,310			715,604			694,699			1,532,456			1,410,303
BENEFITS & EXPENSES
Benefits and settlement expenses		458,949			504,905			462,068			494,676			470,344			926,734			965,020
Amortization of deferred policy acquisition   costs and value of businesses acquired		78,036			73,863			71,991			68,370			71,450			154,416			139,820
Other operating expenses		80,130			70,663			61,178			65,068			60,268			165,268			125,336
Interest on indebtedness - subsidiaries		12,441			22,524			20,448			17,233			18,557			21,169			35,790
Interest on indebtedness - holding company -   other debt		5,561			5,162			6,322			7,267			7,200			11,298			14,467
Interest on indebtedness - holding company -   hybrid securities		9,401			9,401			9,401			9,401			9,401			18,802			18,802
Total Benefits and Expenses		644,518			686,518			631,408			662,015			637,220			1,297,687			1,299,235
INCOME BEFORE INCOME TAX		101,441			107,417			93,902			53,589			57,479			234,769			111,068
Income tax expense		36,336			34,425			33,016			17,707			19,295			79,081			37,002
Discontinued Operations		0			0			0			0			0			0			0
NET INCOME	$	65,105		$	72,992		$	60,886		$	35,882		$	38,184		$	155,688		$	74,066
PER SHARE DATA FOR QUARTER
Operating income-diluted *	$	0.88		$	0.97		$	0.93		$	0.73		$	0.96
RIGL - Derivatives net of gains related to corp   debt, investments and annuities		0.68			(0.34	)		(0.24	)		0.04			0.59
RIGL - All Other Investments, net of   participating income		(0.65	)		0.39			0.16			(0.27	)		(1.02	)
Discontinued Operations		0.00			0.00			0.00			0.00			0.00
Net income-diluted	$	0.91		$	1.02		$	0.85		$	0.50		$	0.53
Average shares outstanding-diluted		71,490,467			71,467,009			71,467,783			71,453,824			71,442,599
Dividends paid	$	0.225		$	0.225		$	0.225		$	0.225		$	0.235
PER SHARE DATA FOR YTD
Operating income-diluted *	$	2.09		$	3.06		$	3.99		$	0.73		$	1.69		$	2.09		$	1.69
RIGL - Derivatives net of gains related to corp   debt, investments and annuities		0.65			0.31			0.07			0.04			0.63			0.65			0.63
RIGL - All Other Investments, net of   participating income		(0.56	)		(0.17	)		(0.01	)		(0.27	)		(1.28	)		(0.56	)		(1.28	)
Discontinued Operations		0.00			0.00			0.00			0.00			0.00			0.00			0.00
Net income-diluted	$	2.18		$	3.20		$	4.05		$	0.50		$	1.04		$	2.18		$	1.04
Average shares outstanding-diluted		71,488,786			71,481,471			71,478,021			71,453,824			71,448,211			71,488,786			71,448,211
Dividends paid	$	0.440		$	0.665		$	0.890		$	0.225		$	0.460		$	0.440		$	0.460
* "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
(Dollars in thousands)
(Unaudited)
	2ND QTR		3RD QTR		4TH QTR		1ST QTR		2ND QTR
	2007		2007		2007		2008		2008
ASSETS
Fixed maturities	$	21,459,631	$	22,278,777	$	23,389,069	$	23,167,901	$	24,097,693
Equity securities		68,540		73,237		117,037		289,307		357,672
Mortgage loans		4,119,350		4,193,776		3,284,326		3,377,397		3,523,121
Investment real estate		12,067		9,735		8,026		7,975		7,834
Policy loans		819,387		816,958		818,280		813,107		805,105
Other long-term investments		185,958		183,667		185,892		193,364		222,770
Long-term investments		26,664,933		27,556,150		27,802,630		27,849,051		29,014,195
Short-term investments		809,957		1,105,393		1,236,443		1,121,138		839,973
Total investments		27,474,890		28,661,543		29,039,073		28,970,189		29,854,168
Cash		361,129		175,420		146,152		117,933		107,367
Accrued investment income		284,181		277,696		291,734		281,396		294,908
Accounts and premiums receivable		206,857		234,351		87,883		118,533		139,123
Reinsurance receivable		4,881,638		4,956,979		5,089,100		5,287,241		5,203,089
Deferred policy acquisition costs and value of businesses acquired		3,391,650		3,393,961		3,400,493		3,499,271		3,629,243
Goodwill		114,717		118,032		117,366		116,481		116,307
Property and equipment, net		43,328		42,510		42,795		42,027		40,924
Other assets		155,102		162,930		144,296		156,486		163,752
Income Tax Receivable		50,102		128,143		165,741		148,342		120,248
Assets Related to Separate Accounts
Variable Annuity		2,929,160		2,955,534		2,910,606		2,686,752		2,641,203
Variable Universal Life		344,529		354,070		350,802		324,355		325,745
TOTAL ASSETS	$	40,237,283	$	41,461,169	$	41,786,041	$	41,749,006	$	42,636,077

PROTECTIVE LIFE CORPORATION							DRAFT
GAAP Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
LIABILITIES AND SHARE-OWNERS' EQUITY
	2ND QTR			3RD QTR			4TH QTR			1ST QTR			2ND QTR
LIABILITIES	2007			2007			2007			2008			2008
Policy liabilities and accruals
Future policy benefits and claims	$	15,644,544		$	15,898,097		$	16,249,495		$	16,728,276		$	16,772,722
Unearned premiums		1,093,468			1,131,611			1,179,812			1,188,886			1,222,142
Stable value product deposits		4,806,721			4,988,787			5,046,463			5,207,936			5,442,022
Annuity deposits		8,786,272			8,882,935			8,708,383			8,726,137			8,886,520
Other policyholders' funds		372,299			353,301			307,950			350,779			405,653
Securities sold under repurchase agreements		312,000			144,200			0			0			360,000
Other liabilities		1,357,877			1,310,059			1,189,206			1,116,630			1,306,493
Accrued income taxes		0			0			0			0			0
Deferred income taxes		312,154			439,495			512,156			361,038			317,531
Non-recourse funding obligations		600,000			1,175,000			1,375,000			1,375,000			1,375,000
Debt		444,852			482,852			559,852			579,852			559,852
Liabilities related to variable interest entities		400,000			400,000			400,000			400,000			400,000
Subordinated debt securities		524,743			524,743			524,743			524,743			524,743
Minority interest - subsidiaries		15,122			14,862			14,812			14,762			14,709
Liabilities related to separate accounts
Variable annuity		2,929,160			2,955,534			2,910,606			2,686,752			2,641,203
Variable universal life		344,529			354,070			350,802			324,355			325,745
TOTAL LIABILITIES		37,943,741			39,055,546			39,329,280			39,585,146		$	40,554,335
SHAREOWNERS' EQUITY
Common stock		36,626			36,626			36,626			36,626			36,626
Additional paid-in-capital		442,504			443,912			444,765			446,191			447,914
Treasury stock		(11,181	)		(11,140	)		(11,140	)		(27,998	)		(27,334	)
Cumulative Effect Adjustments		2,146			2,146			2,146			3,616			3,616
Unallocated ESOP shares		(852	)		(852	)		(852	)		(474	)		(474	)
Retained earnings		1,963,431			2,020,642			2,065,745			2,085,847			2,107,616
Accumulated other comprehensive income		(139,132	)		(85,711	)		(80,529	)		(379,948	)		(486,222	)
Total Shareowners' Equity		2,293,542			2,405,623			2,456,761			2,163,860			2,081,742
TOTAL LIABILITIES AND EQUITY	$	40,237,283		$	41,461,169		$	41,786,041		$	41,749,006		$	42,636,077
SHAREOWNERS' EQUITY PER SHARE
Total Shareowners' Equity	$	32.70		$	34.29		$	35.02		$	30.99		$	29.80
Less: Accumulated other comprehensive income		(1.98	)		(1.23	)		(1.15	)		(5.44	)		(6.96	)
Excluding accumulated other comprehensive income *	$	34.68		$	35.52		$	36.17		$	36.43		$	36.76
Total Shareowners' Equity	$	2,293,542		$	2,405,623		$	2,456,761		$	2,163,860		$	2,081,742
Less: Accumulated other comprehensive income		(139,132	)		(85,711	)		(80,529	)		(379,948	)		(486,222	)
Share-owners' Equity (excluding accumulated other comprehensive   income) *	$	2,432,674		$	2,491,334		$	2,537,290		$	2,543,808		$	2,567,964
Common shares outstanding		70,140,728			70,147,926			70,149,062			69,829,037			69,864,518
Treasury Stock shares		3,111,232			3,104,034			3,102,898			3,422,923			3,387,442
* "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
(Dollars in thousands)
(Unaudited)
	2ND QTR			3RD QTR			4TH QTR			1ST QTR				2ND QTR		6 MOS			6 MOS
	2007			2007			2007			2008			2008			2007			2008
CALCULATION OF NET INCOME PER SHARE
Net income	$	65,105		$	72,992		$	60,886		$	35,882		$	38,184		$	155,688		$	74,066
Average shares outstanding-basic		71,074,976			71,074,619			71,076,532			71,080,703			71,116,961			71,046,489			71,098,832
Average shares outstanding-diluted		71,490,467			71,467,009			71,467,783			71,453,824			71,442,599			71,488,786			71,448,211
Net income per share-basic	$	0.92		$	1.03		$	0.85		$	0.50		$	0.54		$	2.19		$	1.04
Net income per share-diluted	$	0.91		$	1.02		$	0.85		$	0.50		$	0.53		$	2.18		$	1.04
Income from continuing operations	$	65,105		$	72,992		$	60,886		$	35,882		$	38,184		$	155,688		$	74,066
EPS (basic)	$	0.92		$	1.03		$	0.85		$	0.50		$	0.54		$	2.19		$	1.04
EPS (diluted)	$	0.91		$	1.02		$	0.85		$	0.50		$	0.53		$	2.18		$	1.04
CALCULATION OF REALIZED INVESTMENT GAINS (LOSSES) PER SHARE
RIGL - Derivatives	$	76,281		$	(37,467	)	$	(28,054	)	$	(1,657	)	$	65,087		$	73,990		$	63,430
Derivative Gains related to Corporate Debt and Investments		(237	)		(132	)		(195	)		(484	)		(1,786	)		(494	)		(2,270	)
Derivative Gains related to Annuities		(1,351	)		(193	)		1,866			6,240			1,850			(1,605	)		8,090
RIGL - All Other Investments, net of participating income		(70,316	)		43,114			18,803			(28,045	)		(112,411	)		(60,172	)		(140,456	)
Related amortization of DAC & VOBA		(830	)		(44	)		(1,160	)		(1,074	)		495			(2,026	)		(579	)
		3,547			5,278			(8,740	)		(25,020	)		(46,765	)		9,693			(71,785	)
Tax effect		(1,242	)		(1,847	)		3,059			8,757			16,368			(3,393	)		25,125
	$	2,305		$	3,431		$	(5,681	)	$	(16,263	)	$	(30,397	)	$	6,300		$	(46,660	)
RIGL - Derivatives per share-diluted	$	0.68		$	(0.34	)	$	(0.24	)	$	0.04		$	0.59		$	0.65		$	0.63
RIGL - All Other Investments per share-diluted	$	(0.65	)	$	0.39		$	0.16		$	(0.27	)	$	(1.02	)	$	(0.56	)	$	(1.28	)
OPERATING INCOME PER SHARE *
Net income per share-diluted	$	0.91		$	1.02		$	0.85		$	0.50		$	0.53		$	2.18		$	1.04
Discontinued operations		-			-			-			-			-			-			-
RIGL - Derivatives per share-diluted		0.68			(0.34	)		(0.24	)		0.04			0.59			0.65			0.63
RIGL - All Other Investments, net of participating income per share-diluted		(0.65	)		0.39			0.16			(0.27	)		(1.02	)		(0.56	)		(1.28	)
Change in accounting principle		0.00			0.00			0.00			0.00			0.00			0.00			0.00
Operating income per share-diluted	$	0.88		$	0.97		$	0.93		$	0.73		$	0.96		$	2.09		$	1.69
NET OPERATING INCOME *
Net income	$	65,105		$	72,992		$	60,886		$	35,882		$	38,184		$	155,688		$	74,066
Less: RIGL - Derivatives net of tax & gains related to corp debt, investments & annuities		48,551			(24,565	)		(17,149	)		2,664			42,349			46,729			45,013
Less: RIGL - All Other Investments net of tax, amortization, and participating income		(46,245	)		27,996			11,468			(18,927	)		(72,746	)		(40,429	)		(91,673	)
Net operating income	$	62,799		$	69,561		$	66,567		$	52,145		$	68,581		$	149,388		$	120,726
PRETAX OPERATING INCOME **
Income before income tax and discontinued operations	$	101,441		$	107,417		$	93,902		$	53,589		$	57,479		$	234,769		$	111,068
Less: RIGL - Derivatives		76,281			(37,467	)		(28,054	)		(1,657	)		65,087			73,990			63,430
Less: Derivative gains related to corporate debt, investments & annuities		(1,588	)		(325	)		1,671			5,756			64			(2,099	)		5,820
Less: RIGL - All Other Investments, net of participating income		(70,316	)		43,114			18,803			(28,045	)		(112,411	)		(60,172	)		(140,456	)
Less: Related amortization of DAC & VOBA		(830	)		(44	)		(1,160	)		(1,074	)		495			(2,026	)		(579	)
Pretax operating income	$	97,894		$	102,139		$	102,642		$	78,609		$	104,244		$	225,076		$	182,853
* "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
(Dollars in millions)
(Unaudited)
	2ND QTR			3RD QTR			4TH QTR			1ST QTR			2ND QTR
	2007			2007			2007			2008			2008
Total Portfolio
Fixed Income	$	21,459.6		$	22,278.8		$	23,389.1		$	23,167.9		$	24,097.7
Mortgage Loans		4,119.3			4,193.8			3,284.3			3,377.4			3,523.1
Real Estate		12.1			9.7			8.0			8.0			7.8
Equities		68.5			73.2			117.0			289.3			357.7
Policy Loans		819.4			817.0			818.3			813.1			805.1
Short Term Investments		810.0			1,105.4			1,236.4			1,121.1			840.0
Other Long Term Investments		186.0			183.6			185.9			193.4			222.8
Total Invested Assets	$	27,474.9		$	28,661.5		$	29,039.0		$	28,970.2		$	29,854.2
Fixed Income
Corporate Bonds	$	10,972.0		$	11,474.8		$	11,778.6		$	11,978.3		$	12,607.8
Residential Mortgage Backed Securities*		8,004.5			8,597.5			7,040.4			6,216.0			6,587.1
Commercial Mortgage Backed Securities*								1,481.3			1,232.7			1,206.3
Asset Backed Securities*								842.2			1,486.1			1,316.5
US Govt Bonds		570.8			260.4			321.8			317.7			313.3
Public Utilities		1,820.3			1,853.8			1,836.1			1,874.1			2,035.1
States, Municipals and Political Subdivisions		91.7			92.0			88.4			62.9			31.5
Preferred Securities		0.1			0.1			0.1			0.1			0.1
Convertibles and Bonds with Warrants		0.2			0.2			0.2			0.0			0.0
Total Fixed Income Portfolio	$	21,459.6		$	22,278.8		$	23,389.1		$	23,167.9		$	24,097.7
Fixed Income - Quality
AAA		42.5	%		42.3	%		43.4	%		42.2	%		40.9	%
AA		8.5	%		9.5	%		8.8	%		8.2	%		7.3	%
A		19.8	%		18.5	%		18.5	%		17.8	%		18.1	%
BBB		26.7	%		26.6	%		25.7	%		27.0	%		28.4	%
BB or Lower		2.5	%		3.1	%		3.6	%		4.8	%		5.3	%
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		65.9	%		66.4	%		64.8	%		64.5	%		64.4	%
Apartments		11.6	%		10.2	%		10.5	%		10.8	%		10.6	%
Office Buildings		12.8	%		13.0	%		13.8	%		13.8	%		13.8	%
Warehouses		7.6	%		8.2	%		8.1	%		8.0	%		8.3	%
Miscellaneous		2.1	%		2.2	%		2.8	%		2.9	%		2.9	%
		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Problem Mortgage Loans
60 Days Past Due	$	-		$	-		$	7.5		$	7.4		$	-
90 Days Past Due		-			21.6			-			-			7.4
Renegotiated Loans		2.1			2.1			-			-			-
Foreclosed Real Estate		-			-			-			-			-
	$	2.1		$	23.7		$	7.5		$	7.4		$	7.4
Trading Portfolio Composition (excl. Modco Trading
Portfolio)
Asset Class
AAA	$	194.4		$	191.1		$	186.6		$	182.3		$	192.4
AA		20.0			31.7			31.4			16.6			17.1
A		56.3			46.1			56.8			62.4			58.1
BBB		132.8			137.8			136.7			153.7			153.9
BB		5.0			5.0			-			-			-
B		-			-			-			-			-
Short term investments		4.2			6.2			15.0			17.6			2.0
Swaps		6.7			3.2			(4.7	)		(13.9	)		(5.7	)
Total	$	419.4		$	421.1		$	421.8		$	418.7		$	417.8
* Prior to 4th quarter 2007, Residential Mortgage Backed, Commercial Mortgage Backed, and Asset Backed Securities were included in Residential
Mortgage Backed Securities.

PROTECTIVE LIFE CORPORATION										DRAFT
Life Marketing and Acquisitions - Quarterly Earnings Trends
(Dollars in thousands)
(Unaudited)
	2ND QTR			3RD QTR			4TH QTR			1ST QTR			2ND QTR			6 MOS			6 MOS
	2007			2007			2007			2008			2008			2007			2008
LIFE MARKETING
REVENUES
Gross Premiums and Policy Fees	$	361,624		$	360,450		$	385,268		$	358,783		$	377,807		$	707,309		$	736,590
Reinsurance Ceded		(239,702	)		(203,285	)		(262,649	)		(207,865	)		(255,739	)		(447,316	)		(463,604	)
Net Premiums and Policy Fees		121,922			157,165			122,619			150,918			122,068			259,993			272,986
Net investment income		82,291			79,437			82,287			84,956			86,989			163,394			171,945
Realized investment gains (losses)		0			0			0			0			0			0			0
Other income		30,992			27,514			28,485			25,045			26,010			82,357			51,055
Total Revenues		235,205			264,116			233,391			260,919			235,067			505,744			495,986
BENEFITS & EXPENSES
Benefits and settlement expenses		152,147			182,010			151,577			177,778			161,861			301,476			339,639
Amortization of deferred policy acquisition costs   and value of businesses acquired		25,564			27,807			24,025			26,923			27,234			54,262			54,157
Other operating expenses		19,660			14,325			11,691			9,769			7,845			46,892			17,614
Total Benefits and Expenses		197,371			224,142			187,293			214,470			196,940			402,630			411,410
INCOME BEFORE INCOME TAX	$	37,834		$	39,974		$	46,098		$	46,449		$	38,127		$	103,114		$	84,576
ACQUISITIONS
REVENUES
Gross Premiums and Policy Fees	$	214,465		$	198,381		$	203,370		$	191,492		$	193,516		$	408,946		$	385,008
Reinsurance Ceded		(137,371	)		(122,347	)		(132,582	)		(115,763	)		(125,079	)		(255,612	)		(240,842	)
Net Premiums and Policy Fees		77,094			76,034			70,788			75,729			68,437			153,334			144,166
Net investment income		145,263			143,342			141,374			136,213			134,482			294,249			270,695
RIGL - Derivatives		71,782			(38,782	)		(22,675	)		28,590			46,499			68,079			75,089
RIGL - All Other Investments		(69,216	)		38,431			20,080			(36,318	)		(50,323	)		(61,283	)		(86,641	)
Other income		2,525			2,405			2,284			1,421			1,847			4,773			3,268
Total Revenues		227,448			221,430			211,851			205,635			200,942			459,152			406,577
BENEFITS & EXPENSES
Benefits and settlement expenses		158,284			162,460			151,323			154,420			142,801			320,188			297,221
Amortization of deferred policy acquisition costs   and value of businesses acquired		19,977			18,435			20,273			19,596			19,977			40,531			39,573
Other operating expenses		16,584			10,772			7,478			6,865			6,939			29,957			13,804
Total Benefits and Expenses		194,845			191,667			179,074			180,881			169,717			390,676			350,598
INCOME BEFORE INCOME TAX		32,603			29,763			32,777			24,754			31,225			68,476			55,979
Adjustments to Reconcile to Operating Income:
Less:  RIGL - Derivatives		71,782			(38,782	)		(22,675	)		28,590			46,499			68,079			75,089
Less: RIGL - All Other Investments		(69,216	)		38,341			20,080			(36,318	)		(50,323	)		(61,283	)		(86,641	)
Add back: Related amortization of deferred policy  acquisition costs and value of businesses  acquired		777			261			437			1,094			(535	)		1,383			559
PRETAX OPERATING INCOME	$	30,814		$	30,375		$	35,809		$	33,576		$	34,514		$	63,063		$	68,090

PROTECTIVE LIFE CORPORATION															DRAFT
Life Marketing and Annuities Data
(Dollars in thousands)
(Unaudited)
	2ND QTR		3RD QTR		4TH QTR			1ST QTR			2ND QTR		6 MOS		6 MOS
	2007		2007		2007			2008			2008		2007		2008
LIFE MARKETING
SALES BY PRODUCT
Term	$	43,955	$	36,326	$	31,544		$	27,008		$	26,881	$	77,447	$	53,889
U/L		18,515		24,761		18,290			14,663			12,581		32,712		27,244
VUL		2,181		1,826		1,850			1,604			1,679		4,009		3,283
Total	$	64,651	$	62,913	$	51,684		$	43,275		$	41,141	$	114,168	$	84,416
SALES BY DISTRIBUTION
Brokerage general agents	$	41,210	$	35,919	$	31,250		$	24,396		$	23,545	$	71,089	$	47,941
Independent agents		10,629		11,461		8,843			8,852			9,331		18,957		18,183
Stockbrokers/banks		9,452		9,651		8,760			8,447			7,307		17,945		15,754
Direct Response & BOLI		3,360		5,882		2,831			1,580			958		6,177		2,538
Total	$	64,651	$	62,913	$	51,684		$	43,275		$	41,141	$	114,168	$	84,416
ANNUITIES
SALES
Variable Annuity	$	123,263	$	147,275	$	122,962		$	92,792		$	115,448	$	202,245	$	208,240
Immediate Annuity		61,517		58,292		103,115			225,759			41,731		115,521		267,490
Single Premium Deferred Annuity		114,326		130,293		65,016			81,891			185,468		184,186		267,359
Market Value Adjusted Annuity		121,839		170,122		116,472			208,423			205,866		226,715		414,289
Equity Indexed Annuity		7,872		4,987		3,900			3,175			3,723		15,323		6,898
Total	$	428,817	$	510,969	$	411,465		$	612,040		$	552,236	$	743,990	$	1,164,276
PRETAX OPERATING INCOME
Variable Annuity	$	5,114	$	3,565	$	5,828		$	4,068		$	5,436	$	9,787	$	9,504
Fixed Annuity		1,555		2,871		(1,488	)		(1,579	)		4,051		2,488		2,472
Total	$	6,669	$	6,436	$	4,340		$	2,489		$	9,487	$	12,275	$	11,976
DEPOSIT BALANCE
VA Fixed Annuity	$	214,966	$	234,950	$	214,220		$	190,968		$	201,171
VA Separate Account Annuity		2,725,302		2,750,591		2,706,239			2,501,975			2,464,467
Sub-total		2,940,268		2,985,541		2,920,459			2,692,943			2,665,638
Fixed Annuity		4,164,402		4,468,045		4,682,912			5,114,313			5,443,137
Total	$	7,104,670	$	7,453,586	$	7,603,371		$	7,807,256		$	8,108,775

PROTECTIVE LIFE CORPORATION										DRAFT
Annuities, Stable Value Contracts, and Asset Protection
Quarterly Earnings Trends (Dollars in thousands)
(Unaudited)
	2ND QTR			3RD QTR			4TH QTR			1ST QTR				2ND QTR		6 MOS			6 MOS
	2007			2007			2007			2008			2008			2007			2008
ANNUITIES
REVENUES
Gross Premiums and Policy Fees	$	8,633		$	8,481		$	8,787		$	8,191		$	8,449		$	16,895		$	16,640
Reinsurance Ceded		-			-			-			-			-			-			-
Net Premiums and Policy Fees		8,633			8,481			8,787			8,191			8,449			16,895			16,640
Net investment income		64,890			69,313			72,244			77,286			85,007			125,751			162,293
RIGL - Derivatives		1,351			193			(1,866	)		(6,240	)		(1,850	)		1,605			(8,090	)
RIGL - All Other Investments		53			(266	)		557			20			1,095			1,717			1,115
Other income		2,797			2,769			3,006			3,003			3,255			5,510			6,258
Total Revenues		77,724			80,490			82,728			82,260			95,956			151,478			178,216
BENEFITS & EXPENSES
Benefits and settlement expenses		56,101			62,731			65,429			67,416			71,842			112,050			139,258
Amortization of deferred policy acquisition costs    and value of   businesses acquired		9,909			5,022			7,626			5,901			7,239			15,037			13,140
Other operating expenses		5,045			6,350			5,499			6,414			6,333			11,042			12,747
Total Benefits and Expenses		71,055			74,103			78,554			79,731			85,414			138,129			165,145
INCOME BEFORE INCOME TAX		6,669			6,387			4,174			2,529			10,542			13,349			13,071
Adjustments to Reconcile to Operating Income:
Less:  RIGL - Derivatives		1,351			193			(1,866	)		(6,240	)		(1,850	)		1,605			(8,090	)
Add back:  Derivative gains related to equity    indexed annuities		1,351			193			(1,866	)		(6,240	)		(1,850	)		1,605			(8,090	)
Less:  RIGL - All Other Investments		53			(266	)		557			20			1,095			1,717			1,115
Add back:  Related amortization of deferred    policy acquisition costs		53			(217	)		723			(20	)		40			643			20
PRETAX OPERATING INCOME	$	6,669		$	6,436		$	4,340		$	2,489		$	9,487		$	12,275		$	11,976
STABLE VALUE CONTRACTS
REVENUES
Gross Premiums and Policy Fees	$	-		$	-		$	-		$	-		$	-		$	-		$	-
Reinsurance Ceded		-			-			-			-			-			-			-
Net Premiums and Policy Fees		-			-			-			-			-			-			-
Net investment income		71,478			73,501			76,121			78,361			77,747			150,579			156,108
RIGL - Derivatives		(104	)		(148	)		237			220			354			4,166			574
RIGL - All Other Investments		(479	)		(185	)		648			5,213			1,469			(3,324	)		6,682
Other income		-			-			-			-			-			-			-
Total Revenues		70,895			73,168			77,006			83,794			79,570			151,421			163,364
BENEFITS & EXPENSES
Benefits and settlement expenses		57,097			58,340			61,304			59,929			57,485			121,816			117,414
Amortization of deferred policy acquisition costs   and value of  businesses acquired		987			985			1,059			1,067			1,095			2,155			2,162
Other operating expenses		1,039			1,069			1,175			1,149			1,622			2,067			2,771
Total Benefits and Expenses		59,123			60,394			63,538			62,145			60,202			126,038			122,347
INCOME BEFORE INCOME TAX		11,772			12,774			13,468			21,649			19,368			25,383			41,017
Adjustments to Reconcile to Operating Income:
Less:  RIGL-Derivatives		(104	)		(148	)		237			220			354			4,166			574
Less:  RIGL-All Other Investments		(479	)		(185	)		648			5,213			1,469			(3,324	)		6,682
PRETAX OPERATING INCOME	$	12,355		$	13,107		$	12,583		$	16,216		$	17,545		$	24,541		$	33,761
ASSET PROTECTION
REVENUES
Gross Premiums and Policy Fees	$	97,985		$	101,189		$	96,518		$	95,335		$	91,110		$	197,405		$	186,445
Reinsurance Ceded		(45,689	)		(43,244	)		(42,808	)		(47,443	)		(42,954	)		(90,827	)		(90,397	)
Net Premiums and Policy Fees		52,296			57,945			53,710			47,892			48,156			106,578			96,048
Net investment income		9,467			10,188			10,233			9,905			9,808			18,679			19,713
Realized investment gains (losses)		-			-			-			-			-			-			-
Other income		20,455			19,330			15,740			15,136			17,379			36,984			32,515
Total Revenues		82,218			87,463			79,683			72,933			75,343			162,241			148,276
BENEFITS & EXPENSES
Benefits and settlement expenses		26,113			30,779			24,105			24,766			27,662			51,928			52,428
Amortization of deferred policy acquisition costs   and value of  businesses acquired		21,464			21,291			18,822			14,332			15,341			42,167			29,673
Other operating expenses		23,119			25,488			26,708			23,983			25,676			46,540			49,659
Total Benefits and Expenses		70,696			77,558			69,635			63,081			68,679			140,635			131,760
INCOME BEFORE INCOME TAX	$	11,522		$	9,905		$	10,048		$	9,852		$	6,664		$	21,606		$	16,516

PROTECTIVE LIFE CORPORATION																			DRAFT
Stable Value Contracts and Asset Protection Data
(Dollars in thousands)
(Unaudited)
	2ND QTR			3RD QTR			4TH QTR			1ST QTR			2ND QTR			6 MOS			6 MOS
	2007			2007			2007			2008			2008			2007			2008
STABLE VALUE CONTRACTS
SALES
GIC	$	75,000		$	54,500		$	800		$	74,232		$	11,113		$	77,500		$	85,345
GFA - Direct Institutional		0			0			182,179			0			425,000			-			425,000
GFA - Registered - Institutional		50,000			475,000			0			450,000			0			50,000			450,000
GFA - Registered - Retail		10,014			42,735			20,796			113,404			151,725			23,134			265,129
Total	$	135,014		$	572,235		$	203,775		$	637,636		$	587,838		$	150,634		$	1,225,474
DEPOSIT BALANCE
Quarter End Balance	$	4,806,721		$	4,988,787		$	5,046,463		$	5,207,936		$	5,442,022		$	4,806,721		$	5,442,022
Average Daily Balance	$	4,780,565		$	4,826,108		$	4,964,733		$	5,140,310		$	5,139,017		$	5,119,688		$	5,139,290
OPERATING SPREAD		1.04	%		1.09	%		1.02	%		1.26	%		1.34	%		0.98	%		1.30	%
	2ND QTR			3RD QTR			4TH QTR			1ST QTR			2ND QTR			6 MOS			6 MOS
	2007			2007			2007			2008			2008			2007			2008
ASSET PROTECTION
SALES
Credit	$	31,579		$	27,686		$	26,271		$	22,790		$	18,381		$	59,661		$	41,171
Service Contracts		90,588			96,189			79,772			71,663			82,199			165,395			153,862
Other		28,046			20,763			18,347			16,262			19,055			58,232			35,317
Total	$	150,213		$	144,638		$	124,390		$	110,715		$	119,635		$	283,288		$	230,350
Note: The Asset Protection sales amounts relating to Service Contracts and Other lines for 2Q07 thru 3Q07 have been adjusted to provide a consistent presentation with 4Q07 and 2Q08.

PROTECTIVE LIFE CORPORATION																			DRAFT
Corporate & Other Segment - Quarterly Earnings Trends
(Dollars in thousands)
(Unaudited)
	2ND QTR			3RD QTR			4TH QTR			1ST QTR			2ND QTR			6 MOS			6 MOS
	2007			2007			2007			2008			2008			2007			2008
REVENUES
Gross Premiums and Policy Fees	$	8,458		$	7,999		$	8,399		$	8,603		$	7,991		$	17,627		$	16,594
Reinsurance Ceded		(4	)		(2	)		(5	)		(1	)		(2	)		(8	)		(3	)
Net Premiums and Policy Fees		8,454			7,997			8,394			8,602			7,989			17,619			16,591
Net investment income		37,047			53,011			38,765			21,744			44,908			73,466			66,652
RIGL - Derivatives		3,252			1,270			(3,751	)		(24,227	)		20,084			140			(4,143	)
RIGL - All Other Investments		3,033			5,134			(2,482	)		3,040			(64,652	)		9,575			(61,612	)
Other income		683			(144	)		(276	)		904			(508	)		1,620			396
Total Revenues		52,469			67,268			40,650			10,063			7,821			102,420			17,884
BENEFITS & EXPENSES
Benefits and settlement expenses		9,207			8,585			8,330			10,367			8,693			19,276			19,060
Amortization of deferred policy acquisition costs     and value of businesses acquired		135			323			186			551			564			264			1,115
Other operating expenses		42,086			49,746			44,798			50,789			47,011			80,039			97,800
Total Benefits and Expenses		51,428			58,654			53,314			61,707			56,268			99,579			117,975
INCOME BEFORE INCOME TAX		1,041			8,614			(12,664	)		(51,644	)		(48,447	)		2,841			(100,091	)
Adjustments to Reconcile to Operating Income:
Less:  RIGL-Derivatives		3,252			1,270			(3,751	)		(24,227	)		20,084			140			(4,143	)
Less:  RIGL-All Other Investments, net of     participating income		(674	)		5,134			(2,482	)		3,040			(64,652	)		2,718			(61,612	)
Add back:  Derivative gains related to corporate     debt and investments		237			132			195			484			1,786			494			2,270
PRETAX OPERATING INCOME	$	(1,300	)	$	2,342		$	(6,236	)	$	(29,973	)	$	(2,093	)	$	477		$	(32,066	)