FORTIS BENEFITS INSURANCE CO VARIABLE ACCOUNT C, 485BPOS, 1998-04-29

FORTIS BENEFITS INSURANCE CO VARIABLE ACCOUNT C
485BPOS, 1998-04-29

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<PAGE>

As filed with the Securities and Exchange Commission on April 30, 1998

Registration No. 33-65243
________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
___________________________________

Post-Effective Amendment No. 2
to
FORM S-6
Registration Statement
Under
THE SECURITIES ACT OF 1933
___________________________________

VARIABLE ACCOUNT C
OF FORTIS BENEFITS INSURANCE COMPANY
(Exact name of trust)

FORTIS BENEFITS INSURANCE COMPANY
(formerly Western Life Insurance Company)
(Name of Depositor)

500 Bielenberg Drive
Woodbury, Minnesota 55125
(Complete address of depositor's principal executive offices)
_______________________________________

RHONDA J. SCHWARTZ, ESQ.
P. O. Box 64284
St. Paul, Minnesota 55164
(Name and complete address of agent for service)
_______________________________________

Securities Registered: Interests in Variable Account C pursuant to variable
life insurance policies

It is proposed that this filing will become effective (check appropriate line):

_____ Immediately upon filing pursuant to paragraph (b) of Rule 485.
__X__ On May 1, 1998 pursuant to paragraph (b) of Rule 485.
_____ 60 days after filing pursuant to paragraph (a) of Rule 485.
_____ On _____________ pursuant to paragraph (a) of Rule 485.

This filing is made pursuant to Rules 6c-3 and 6e-3(T)
under the Investment Company Act of 1940

<PAGE>

___________________________________

An indefinite amount of the securities being offered has been registered
pursuant to a declaration under Rule 24f-2 under the Investment Company Act of
1940, set out in the Form S-6 Registration Statement contained in File No. 33-
03919. The registrant filed its Rule 24f-2 notice for the year ended December
31, 1997 on March 20, 1998.

<PAGE>
[LOGO]
Mailing Address:
P.O. Box 64284
St. Paul
Minnesota 55164
Street Address:
500 Bielenberg Drive
Woodbury
Minnesota 55125

Telephone:
(800) 800-2000,
Ext. 3028

[LOGO]
[LOGO]
and Fortis-Registered Trademark- are registered servicemarks of Fortis AMEV and
Fortis AG.

98350 (5/98)

FORTIS WALL STREET
SURVIVOR SERIES PROSPECTUS
(Flexible Premium Survivorship Variable Life Insurance Policies)

Dated May 1, 1998

The flexible premium survivorship variable life insurance Policies offered by
this Prospectus are issued by Fortis Benefits Insurance Company and are designed
to provide (1) lifetime insurance protection on the joint lives of two insureds
and (2) flexibility in connection with premium payments and death benefits. This
flexibility allows an owner of a Policy to provide for changing insurance needs
with a single insurance policy. The minimum Face Amount for a Policy is $100,000
and the smallest initial annual premium is generally $2,000.

There are four face amount bands. The face amount band of the Policy affects the
level of policy value bonuses which may be paid, and the level of the policy
issuance expense charge. Policies with a minimum face amount of $5,000,000 are
Band 4 Policies; Policies with a minimum face amount of $1,000,000 are Band 3
Policies; Policies with a minimum face amount of $500,000 are Band 2 Policies;
while Policies with a face amount of less than $500,000 are Band 1 Policies.

The Policy provides for a death benefit payable upon the death of the second to
die of the two insured persons. There is no benefit payable on the death of the
first insured to die. With respect to the Policy Value available for investment
under a Policy, the Policy owner may elect to receive a rate of return based on
one or more of the separate investment portfolios of Fortis Series Fund, Inc.
There is no guaranteed minimum Policy Value with respect to these portfolios,
and the Policy owner bears the entire investment risk that this value (or the
Surrender Value) may decline to zero. Alternatively, a Policy owner may, with
respect to all or part of the Policy Value, elect to receive fixed rates of
return.

The Policy may be fully surrendered at any time for its Surrender Value. See
"Surrender and Partial Withdrawal." Generally after the first Policy year, the
Policy owner may make a partial withdrawal of Surrender Value once a year. The
Policy owner also may take out Policy loans and has considerable flexibility to
vary the frequency and amount of premium payments. Payment of Planned Periodic
Premiums will not necessarily keep a Policy from lapsing if the Surrender Value
is exhausted. However, the Policy is guaranteed to stay in force if certain
Minimum Premium payments are made. The Policy owner can select a guarantee
period of 10 years, 20 years or to the younger joint insured's Age 85. If the
younger joint insured is Age 65 or over at issue, the guarantee period is to the
policy anniversary following the younger insured's Age 75 (or for 5 years if age
71 or more at issue). The guarantee period if either insured is rated for higher
mortality risk at issue is 5 years.

This prospectus contains detailed information about these and other Policy
features, including certain restrictions and limitations which apply. This
Prospectus also discusses the way in which the return earned by the Policy Value
can affect a Policy's death benefit and Surrender Value.

As in the case of other life insurance policies, it may not be advantageous to
purchase flexible premium survivorship variable life insurance as a replacement
for, or in addition to, an existing flexible premium variable or other life
insurance policy.

THESE POLICIES ARE NOT DEPOSITS OR OBLIGATIONS OF, NOR ARE THEY GUARANTEED OR
ENDORSED BY, ANY BANK, CREDIT UNION, BROKER-DEALER OR OTHER FINANCIAL
INSTITUTION. THEY ARE NOT FEDERALLY INSURED BY THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY; AND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS NOT VALID UNLESS PRECEDED OR ACCOMPANIED BY THE CURRENT
PROSPECTUS FOR FORTIS SERIES FUND, INC., WHICH CONTAINS ADDITIONAL INFORMATION
ABOUT THAT ENTITY. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATOIN STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Index of Defined Words and Phrases........................................ 4
Summary................................................................... 5
- Fortis Benefits/Fortis Financial Group Member....................... 5
- Payment of Premiums................................................. 5
- Guaranteed Death Benefit............................................ 5
- Allocation of Premiums Among Various Alternatives................... 5
- Policy Value; Premium Based Bonuses; Policy Value Bonuses........... 6
- Surrenders.......................................................... 7
- Charges............................................................. 7
- Death Benefit....................................................... 8
- Optional Insurance Benefits......................................... 8
- Benefit at Maturity................................................. 8
- Policy Loans........................................................ 8
- Settlement Options.................................................. 8
- Taxes............................................................... 8
- Right to Return a Policy............................................ 8
- How to Exercise Your Rights Under a Policy.......................... 9
The Separate Account and Fortis Series Fund, Inc.......................... 9
- The Separate Account................................................ 9
- Financial and Performance Information............................... 9
- Fortis Series Fund, Inc............................................. 11
Policy Benefits........................................................... 11
- Death Benefit....................................................... 11
- Death Benefit Options............................................... 11
- Second-to-Die Rider................................................. 12
- Accelerated Benefit Rider........................................... 12
- Changes in Face Amount.............................................. 13
- Change in Death Benefit Option...................................... 13
- Policy Split Option................................................. 14
- Policy Value........................................................ 14
- Premium Based Bonuses and Policy Value Bonuses...................... 15
- Calculation of Separate Account Policy Value........................ 16
- Separate Account Net Investment Return.............................. 16
Payment and Allocation of Premiums........................................ 16
- Issuance of a Policy................................................ 16
- Premiums............................................................ 17
- Allocation of Premiums and Policy Value............................. 17
- Guaranteed Death Benefit............................................ 18
- Policy Lapse and Reinstatement...................................... 19
Charges and Deductions.................................................... 20
- Premium Tax and Sales Charges; Policy Issuance Expense Charges...... 20
- Surrender Charge.................................................... 21
- Monthly Deduction from Policy Value................................. 21
- Charge for Mortality and Expense Risks.............................. 22
- Miscellaneous....................................................... 23
- Guarantee of Certain Charges........................................ 23
Loan Privileges........................................................... 23
- Rate Charged on Policy Loans........................................ 23
- Credited Rate for Policy Loans...................................... 23
- Effect of a Policy Loan............................................. 23
- Repayment of a Loan................................................. 24
Surrender and Partial Withdrawal.......................................... 24
Rights Reserved by Fortis Benefits........................................ 24
- Payment and Deferment............................................... 25
Distribution of the Policies.............................................. 25
Federal Tax Matters....................................................... 25
- Tax Status of the Policy............................................ 26
- Taxation of Policy Benefits......................................... 26
- Taxation of Fortis Benefits......................................... 27
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PAGE
<S> <C>
Other Policy Provisions................................................... 27
Management................................................................ 29
Voting Privileges......................................................... 30
Reports................................................................... 30
State Regulation.......................................................... 30
Legal Matters............................................................. 31
Experts................................................................... 31
Ratings and Rankings...................................................... 31
Year 2000 Issues.......................................................... 32
Financial Statements...................................................... 32
Appendix A................................................................ A-1
- Optional Income Plans............................................... A-1
- Optional Insurance Benefits......................................... A-1
Appendix B................................................................ B-1
- Illustrations of Death Benefits, Policy Values, Surrender Values and
Accumulated Premium................................................ B-1
Appendix C................................................................ C-1
- The General Account................................................. C-1
- General Description................................................. C-1
- General Account Policy Value........................................ C-1
- Transfers, Surrenders and Policy Loans.............................. C-1
Variable Universal Life Service Request Form
Life Insurance Section 1035 Exchange Form
</TABLE>

THE POLICIES ARE NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE. FORTIS BENEFITS DOES NOT AUTHORIZE ANY INFORMATION OR
REPRESENTATION REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS WHICH IS NOT
INCLUDED IN THIS PROSPECTUS OR ANY SUPPLEMENT THERETO OR IN ANY SUPPLEMENTAL
SALES MATERIAL AUTHORIZED BY FORTIS BENEFITS.

The purpose of the Policies is to provide insurance protection for the
beneficiary named therein. No claim is made that the Policies are in any way
similar or comparable to a systematic investment plan of a mutual fund.
<PAGE>
INDEX OF DEFINED WORDS AND PHRASES

Below are listed words and phrases used in this Prospectus, together with the
page or pages of this Prospectus on which each is defined or explained.

<TABLE>
<CAPTION>
PAGE
<S> <C>
Adjusted Age.............................................................. 21
Age....................................................................... 28
Alternative Death Benefit................................................. 11
Contingent Deferred Sales Charge.......................................... 20
Date of Receipt........................................................... 27
Death Benefit Option A (Option "A")....................................... 11
Death Benefit Option B (Option "B")....................................... 11
Face Amount............................................................... 16
Fortis Benefits........................................................... 5
Fortis Series............................................................. 11
General Account........................................................... C-1
Grace Period.............................................................. 19
Guaranteed Death Benefit.................................................. 5
Home Office............................................................... 8
Maximum Bonus Premiums.................................................... 15
Minimum Premium........................................................... 19
Monthly Deduction......................................................... 21
Monthly Anniversary....................................................... 16
Net Amount at Risk........................................................ 21
Net Cash Value............................................................ 19
NYSE...................................................................... 16
Planned Periodic Premium.................................................. 17
Policy Anniversary........................................................ 16
Policy Band............................................................... 16
Policy Date............................................................... 16
Policy Value.............................................................. 16
Policy Value Bonuses...................................................... 15
Portfolio................................................................. 9
Premium Based Bonuses..................................................... 15
Pro Rata Basis............................................................ 21
Separate Account.......................................................... 9
Subaccount................................................................ 9
Surrender Charge.......................................................... 21
Surrender Value........................................................... 7
Valuation Date............................................................ 16
Valuation Period.......................................................... 16
1940 Act.................................................................. 9
</TABLE>

4
<PAGE>
SUMMARY

FORTIS BENEFITS/FORTIS FINANCIAL GROUP MEMBER

Fortis Benefits Insurance Company ("Fortis Benefits"), the issuer of the
Policies, was founded in 1910. At the end of 1997, Fortis Benefits had
approximately $94 billion of total life insurance in force. Fortis Benefits is a
Minnesota Corporation and is qualified to sell life insurance and annuity
contracts in the District of Columbia and in all states except New York. Fortis
Benefits is an indirectly wholly-owned subsidiary of Fortis, Inc., which is
itself indirectly owned 50% by Fortis AMEV and 50% by Fortis AG. Fortis, Inc.
manages the United States operations for these two companies.

Fortis Benefits is a member of the Fortis Financial Group, a joint effort by
Fortis Benefits, Fortis Advisers, Inc., Fortis Investors, Inc., and Fortis
Insurance Company, offering financial products through the management, marketing
and servicing of mutual funds, annuities, and life insurance products.

Fortis AMEV is a diversified financial services company headquartered in
Utrecht, the Netherlands, where its insurance operations began in 1847. Fortis
AG is a diversified financial services company headquartered in Brussels,
Belgium, where its insurance operations began in 1824. Fortis AMEV and Fortis AG
have merged their operating companies under the trade name of Fortis. The Fortis
group of companies is active in insurance, banking and financial services, and
real estate development in the Netherlands, Belgium, the United States, Western
Europe, and the Pacific Rim. Fortis had approximately $167 billion in assets as
of year-end 1997.

All of the guarantees and commitments under the Policies are general obligations
of Fortis Benefits, regardless of whether the Policy Value has been allocated to
the Separate Account or to the General Account. None of Fortis Benefits'
affiliated companies has any legal obligation to back Fortis Benefits'
obligations under the Policies.

PAYMENT OF PREMIUMS

At the time of Policy issuance, the Planned Periodic Premium must be, on an
annualized basis, at least the greater of (1) $2,000, or (2) twelve monthly
Minimum Premiums. If the Planned Periodic Premium is paid monthly, the initial
premium must at least equal two months' Planned Periodic Premiums. If the
planned premium is on a different frequency, the initial premium must at least
equal all monthly Minimum Premiums to the next billing date. Thereafter, subject
to the limitations described under "Payment and Allocation of
Premiums--Premiums," premium payments may be made at any time and in any amount.
All Policies will specify a Planned Periodic Premium, but payment of this is
optional, except to the extent described above with respect to the initial
premium payment.

GUARANTEED DEATH BENEFIT

A Policy is guaranteed to stay in force if, as of each Monthly Anniversary, (1)
the cumulative amount of premiums paid to date, less the cumulative amount of
partial withdrawals taken by the Policy owner, less the amount of any
outstanding Policy loans, at least equals (2) the cumulative monthly Minimum
Premiums for Policy months up to and including that beginning on that Monthly
Anniversary. For purposes of this calculation, premiums paid in any Policy year,
Minimum Premiums, and partial withdrawals are assumed to accumulate at an
effective annual rate of 4%. For this purpose premiums and Minimum Premiums for
any policy year are assumed to commence accumulating interest at the beginning
of that same Policy year. Partial withdrawals are assumed to be taken at the
earlier of the end of the Policy year in which they are taken or at the end of
the current monthly anniversary, if earlier. The Policy is guaranteed to stay in
force if certain Minimum Premium payments are made. The Policy owner can select
a guarantee period of 10 years, 20 years or to the younger joint insured's age
85. If the younger joint insured is Age 65 or over at issue, the guarantee
period is to the policy anniversary following the younger insured's Age 75 (or
for 5 years if Age 71 or more at issue). The guarantee period if either insured
is rated for higher mortality risk at issue is 5 years. The guarantee period may
be shorter in some states due to state limitations. Subject to these conditions,
there is in effect a "Guaranteed Death Benefit" in the amount of the Policy's
then-current Face Amount and any term insurance riders. The initial monthly
Minimum Premiums are specified in each Policy, and additional Minimum Premium
payments will be necessary to keep this guarantee in effect if the Face Amount
of the Policy or rider benefits are increased. See "Guaranteed Death Benefit"
under "Payment and Allocation of Premiums-- Premiums."

The guaranteed death benefit is provided pursuant to a rider that is
automatically added to Policies issued in states where the guaranteed death
benefit has been approved. If the Guaranteed Death Benefit Rider is not in
effect, a Policy will lapse if the Net Cash Value becomes insufficient to pay
the continuing charges and deductions. See "Payment and Allocation of
Premiums--Policy Lapse and Reinstatement" and "Charges and Deductions." Premium
payments in excess of the Planned Periodic Premium payments may therefore be
necessary to keep a Policy in force.

ALLOCATION OF PREMIUMS AMONG VARIOUS ALTERNATIVES

The owner of a Policy may allocate premiums paid under a Policy to one or more
of the Subaccounts of Variable Account C, a separate investment account of
Fortis Benefits (see "The Separate Account and Fortis Series Fund, Inc.") and/or
to Fortis Benefits' General Account. The assets in each of the current
Subaccounts are invested in a separate class (or series) of stock of Fortis
Series Fund, Inc. ("Fortis Series"), a "series" type of mutual fund. Each class
of stock represents a separate investment Portfolio within Fortis Series. The
investment Portfolios of Fortis Series which are currently available are the
Money Market Series, U.S. Government Securities Series, Diversified Income
Series, Global Bond Series, High Yield Series, Global Asset Allocation Series,
Asset Allocation Series, Value Series, Growth & Income Series, S&P 500 Index
Series, Blue Chip Stock Series, International Stock Series, Mid Cap Stock
Series, Small Cap Value Series, Global Growth Series, Large Cap Growth Series,
Growth Stock Series, and Aggressive Growth Series.

5
<PAGE>

systems constraints. Premiums allocated to the General Account are held as part
of Fortis Benefits' general investment assets. See Appendix C--"The General
Account."

Each Portfolio has a different investment objective and is managed by Fortis
Advisers, Inc. For providing investment management services to the Portfolios,
Fortis Advisers, Inc. currently receives a fee from the Funds. Fortis Series
Fund annual expenses, as a percentage of average net assets based on 1997
historical data, are as set out in the following table:

FORTIS SERIES ANNUAL EXPENSES (A)

<TABLE>
<CAPTION>
U.S. GLOBAL
MONEY GOVERNMENT DIVERSIFIED GLOBAL HIGH ASSET ASSET
MARKET SECURITIES INCOME BOND YIELD ALLOCATION ALLOCATION
SERIES SERIES SERIES SERIES SERIES SERIES SERIES
-------- ----------- ------------ -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory and
Management Fee.......... 0.30% 0.47% 0.47% 0.75% 0.50% 0.90% 0.48%
Other Expenses........... 0.08% 0.07% 0.08% 0.35% 0.12% 0.26% 0.05%
--- --- --- --- --- --- ---
Total Fortis Series
Operating Expenses...... 0.38% 0.54% 0.55% 1.10% 0.62% 1.16% 0.53%
--- --- --- --- --- --- ---

GROWTH &
VALUE INCOME
SERIES SERIES
-------- ---------
<S> <C> <C>
Investment Advisory and
Management Fee.......... 0.70% 0.65%
Other Expenses........... 0.13% 0.05%
--- ---
Total Fortis Series
Operating Expenses...... 0.83% 0.70%
--- ---
</TABLE>

<TABLE>
<CAPTION>
SMALL LARGE
S&P 500 BLUE CHIP MID CAP CAP GLOBAL CAP GROWTH AGGRESSIVE
INDEX STOCK INTERNATIONAL STOCK VALUE GROWTH GROWTH STOCK GROWTH
SERIES SERIES STOCK SERIES SERIES SERIES SERIES SERIES SERIES SERIES
--------- ---------- ------------- -------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory and
Management Fee.......... 0.40% 0.90% 0.85% 0.90% 0.90% 0.70% 0.90% 0.61% 0.69%
Other Expenses........... 0.11% 0.12% 0.23% 0.20% 0.20% 0.09% 0.20% 0.05% 0.07%
--- --- --- --- --- --- --- --- ---
Total Fortis Series
Operating Expenses...... 0.51% 1.02% 1.08% 1.10% 1.10% 0.79% 1.10% 0.66% 0.76%
--- --- --- --- --- --- --- --- ---
</TABLE>

- ------------------------

(a) The expenses of the Mid Cap Stock Series, Small Cap Value Series and the
Large Cap Growth Series are based on an estimate of 1998 expenses.

The Global Bond Series, the Global Asset Allocation Series, the S&P 500 Index
Series, the Blue Chip Stock Series, the International Stock Series, the Mid Cap
Stock Series, Small Cap Value Series, and the Large Cap Growth Series has each
retained a sub-adviser to provide investment research, advice and supervision
subject to the general control of Fortis Advisers, Inc. From its advisory fee,
Fortis Advisers, Inc. pays the sub-advisers a fee at an annual rate as follows:

<TABLE>
<CAPTION>
ANNUAL SUB-
SERIES SUB-ADVISER AVERAGE NET ASSETS ADVISORY FEE
- -------------------------- -------------- ---------------------------- -------------
<S> <C> <C> <C>
Global Bond Series Warburg For the first $100 million .350%
For assets over $100 million .225%

Global Asset Allocation Morgan Stanley For the first $100 million .500%
Series For assets over $100 million .400%

S&P 500 Index Series Dreyfus All levels of assets .170%

Blue Chip Stock Series T. Rowe Price For the first $100,000,000 .500%
For assets over $100,000,000 .450%

International Stock Series Lazard Freres For the first $100 million .450%
For assets over $100 million .375%

Mid Cap Stock Series Dreyfus For the first $100 million .500%
For the next $150 million .450%
For assets over $250 million .400%

Small Cap Value Series Berger For the first $50 million .500%
Associates For assets over $50 million .450%

Large Cap Growth Series Alliance For the first $100 million .500%
For the next $100 million .450%
For assets over $200 million .400%
</TABLE>

For a full description of the Portfolios, see the prospectus for Fortis Series
which accompanies this Prospectus and the Statement of Additional Information
referred to therein.

A Policy owner may change allocations of future premiums at any time without
charge by submitting a written request in form acceptable to Fortis Benefits,
subject to certain limitations. See "Payment and Allocation of
Premium--Allocation of Premiums and Policy Value." Because investment
performance of a Subaccount (unlike that of the General Account) is not
guaranteed by Fortis Benefits, allocation of premiums to a Subaccount increases
the amount of the investment risk to the Policy owner, and allocation to the
General Account decreases such risk. However, the potential benefit of the
General Account is limited to the guaranteed return, plus any discretionary
return declared by Fortis Benefits.

TRANSFERS OF POLICY VALUE. A Policy owner may transfer amounts among the
Subaccounts at any time. Transfers may also be made at any time from a
Subaccount to the General Account. The Policy owner, under Fortis Benefits'
current rules, may transfer up to 50% of any unloaned Policy Value in the
General Account to one or more Subaccounts. This transfer may be made only once
during the Policy Year.

For additional conditions and limitations on transfers, see "Payment and
Allocation of Premiums--Allocation of Premiums and Policy Value" and Appendix
C--"Transfers, Surrenders and Policy Loans."

POLICY VALUE; PREMIUM BASED BONUSES; POLICY VALUE BONUSES

POLICY VALUE. The "Policy Value" is the amount "at work" for the Policy owner
earning a return in the Separate Account and/or in the General Account at any
time. It is (1) the cumulative amount of premiums paid to date, (2) less any
withdrawals and less all deductions and charges imposed to date under the
Policy, (3) plus the cumulative amount of any Premium Based Bonuses and Policy
Value Bonuses, (4) plus the cumulative net amount of positive or negative
investment return earned to date on amounts allocated to the Separate Account
under the Policy, (5) plus the cumulative net amount of interest earned to date
on amounts held in the General Account under the Policy.

6
<PAGE>
PREMIUM BASED BONUSES. In most states a bonus will be paid by Fortis Benefits
starting at the end of the seventh Policy year based on the average premium paid
by the Policy owner, the issue age of the younger insured, and the policy year
in which the bonus is paid. See "Policy Benefits--Premium Based Bonuses and
Policy Value Bonuses."

POLICY VALUE BONUSES. In most states Policy Value Bonuses will be paid by Fortis
Benefits on each Monthly Anniversary after the monthly deduction is made. The
amount of the Policy Value Bonus is based on the Policy Value and certain other
factors. The Policy Value Bonuses in effect partially offset the mortality and
expense risk charges. See "Charges and Deductions--Mortality and Expense Risk
Charges." After the 19th Policy year, Fortis Benefits currently intends to add
.35% to the annual rate for Policy Value Bonuses. This increase would
substantially offset any daily charge for premium taxes and sales charges that
was then being made. See "Policy Benefits--Premium Based Bonuses and Policy
Value Bonuses."

SURRENDERS

A Policy may be surrendered at any time for all of its Surrender Value, and part
of the Surrender Value may be withdrawn up to once a year, generally after the
first Policy year. See "Surrender and Partial Withdrawal." The Surrender Value
is the Policy Value, less the amount of the Surrender Charge (referred to
below), less the amount of any outstanding Policy loan and plus the amount of
any policy loan interest paid for future periods (see "Loan Privileges"). If
Death Benefit Option A is in effect, a partial withdrawal will reduce the
Policy's Face Amount on a dollar-for-dollar basis.

CHARGES

In addition to Fortis Series' expenses, the following charges are imposed under
the Policies:

PREMIUM TAX CHARGE. The current premium tax charge is 2.2% of all premium
payments. Rather than being deducted from premium payments, this charge is
currently assessed through periodic deductions from Policy Value, and any
balance of the current premium tax charge may be deducted as part of the
Surrender Charge referred to below. Periodic deductions for the current premium
tax charge will not exceed $0.78 per Policy each month, plus a daily deduction
at an annual rate of .0682% of the Policy's net assets in the Separate Account.

SALES CHARGES. The maximum total sales charge is 9% of premiums paid. Rather
than being deducted from premiums, sales charges are currently assessed through
periodic deductions from Policy Value, and any balance of the sales charges may
be deducted as a Contingent Deferred Sales Charge that would be included as part
of the Surrender Charge. The periodic deductions for sales charges will not
exceed $3.22 per Policy each month plus a daily deduction at an annual rate of
.2818% of the Policy's net assets in the Separate Account.

POLICY ISSUANCE EXPENSE CHARGES. A monthly Policy issuance expense charge at the
rates set out below will be deducted as part of the Monthly Deduction for the
first ten years following issuance of the Policy and also for ten years after a
Face Amount increase:

<TABLE>
<CAPTION>
MONTHLY RATE PER $1,000 OF FACE
AMOUNT AT ISSUE (OR FACE AMOUNT
INCREASE)
-------------------------------
<S> <C>
Band 1................... $ .10
Band 2................... .08
Band 3................... .05
Band 4................... .03
</TABLE>

The Band does not change in the event of a subsequent face amount decrease. For
purposes of calculating this charge, the Face Amount at the time of issuance or
Face Amount increase is used to determine the Policy Band. See "Payment and
Allocation of Premiums--Issuance of a Policy." Upon lapse or surrender, any
remaining uncollected charge is included as part of the surrender charge.

SURRENDER CHARGE. The Surrender Charge is the sum of any Policy issuance
expense, premium tax and sales charges not previously deducted, as described
above. The Surrender Charge (a) is imposed only if the Policy is surrendered in
full or lapses before the tenth Policy Anniversary and (b) is subject to certain
maximums that decrease over time. See "Charges and Deductions--Premium Tax and
Sales Charges."

ADDITIONAL CHARGES AS A RESULT OF FACE AMOUNT INCREASES. If the Policy owner
requests a Face Amount increase, the Policy will be subject to additional
premium tax and sales charges and a charge for issuing the Face Amount increase.
These will be imposed at the same rates and in the same manner as described
above for the similar charges in connection with the original Policy. See
"Charges and Deductions--Premium Tax and Sales Charges" and "Policy Issuance
Expense Charges."

MONTHLY DEDUCTION. The Policy Value will be reduced by a Monthly Deduction equal
to the sum of (1) the monthly deduction referred to above under "Premium Tax
Charge" and "Sales Charges," (2) the charge for Policy issuance expenses
discussed above, (3) a monthly cost of insurance charge, (4) an administrative
expense charge, currently $6.00 per month, and (5) the monthly cost of any
optional insurance benefits added by rider. After the tenth Policy year, the
Monthly Deduction under a Policy as to which the Guaranteed Death Benefit
continues in effect will also include a charge therefor. In that case, the
monthly charge under a 20 year guarantee will be $.02 per thousand dollars of
Face Amount under the Policy or under any supplemental term insurance rider
described in Appendix A; or, under a guarantee to Age 85, such charge will
generally be $.04 per thousand.

RISK CHARGE. A daily charge at an annual rate of 1.00% of the average daily net
assets attributable to Policies in each Subaccount of the Separate Account is
imposed to compensate Fortis Benefits for its assumption of certain mortality
and expense risks. See "Charges and Deductions--Charge for Mortality and Expense
Risks."

Subject to certain limitations, the charge for cost of insurance, the monthly
administrative expense charge, the premium tax charge, the

7
<PAGE>
charge for certain optional insurance riders, and the amount of Minimum Premiums
may be increased in the future. Fortis Benefits also reserves the right to raise
the current premium tax charge assessed through periodic deductions to 3.0% and
to impose charges for other taxes that may be payable and are attributable to
the policies. Although it has no current plans to do so, Fortis Benefits
reserves the right to deduct up to 5% as a sales charge and up to 2.5% as a
premium tax charge directly from premiums. If Fortis Benefits does deduct these
charges directly from premiums, the premium tax and sales charges recoverable
through periodic deductions will be reduced by at least a corresponding amount.
As to charges that may be imposed or increased in the future, see generally
"Charges and Deductions."

DEATH BENEFIT

The Policy provides for the payment of a benefit upon the death of the Surviving
Insured pursuant to one of two options, as selected in advance by the Policy
owner. Under Death Benefit Option A, the death benefit is the Face Amount of the
Policy. Under Death Benefit Option B, the death benefit is the Face Amount of
the Policy plus the Policy Value on the date of death. If greater than the death
benefit otherwise payable under Option A or Option B, an Alternative Death
Benefit equal to a multiple (determined by the Age attained or that would have
been attained by the younger insured) of the Policy Value will be paid. See
"Policy Benefits--Death Benefit." The death benefit payable will in any case be
reduced by any outstanding Policy loan and any due and unpaid charges accrued
during the Grace Period.

Subject to certain limitations and conditions, the Policy owner may (1) increase
or, after the third Policy year, decrease the Face Amount of the Policy or (2)
after the third Policy year change the death benefit, once a year, from Option A
to Option B or from Option B to Option A. See "Changes in Face Amount" and
"Change in Death Benefit Option" under "Policy Benefits." Any increase in the
Face Amount or change in death benefit from Option A to Option B requires
additional evidence of insurability satisfactory to Fortis Benefits. An increase
in Face Amount requested by the Policy owner will result in additional charges.
See "Premium Tax and Sales Charges,""Policy Issuance Expense Charges" and
"Monthly Deduction From Policy Value" under "Charges and Deductions." A
requested increase in Face Amount will also increase the monthly Minimum
Premiums. See "Minimum Premiums" under "Payment and Allocation of
Premiums--Premiums." Decreases in Face Amount result in a decrease in the
monthly Minimum Premium. See "Policy Benefits--Changes in Face Amount."

Subject to certain limits coverage on the Surviving Insured may also be
available pursuant to our Second-To-Die term insurance rider to the Policy.
Coverage under the rider is generally less costly initially than a comparable
amount of coverage under the base Policy.

OPTIONAL INSURANCE BENEFITS

A Policy owner has the flexibility to add optional insurance benefits by rider,
to the extent available in the Policy owner's state. These optional benefits are
described in Appendix A--"Optional Insurance Benefits."

BENEFIT AT MATURITY

Unless the Policy owner exercises an option to extend the maturity date of the
Policy, the Policy matures on the date the younger insured reaches, or would
have reached, Age 100. See "Other Policy Provisions--Option to Extend the
Maturity Date." When the Policy matures, the Policy Value, less the amount of
any outstanding Policy loan, will be paid to the Policy owner, upon return of
the Policy.

POLICY LOANS

A Policy owner may in general borrow up to 90% of the difference between the
Policy Value and the amount of any then-applicable Surrender Charge. After the
later of 10 years, or the younger insured's Age 70, the Policy owner may borrow
up to 100% of such difference. In Texas, the Policy owner may also borrow up to
100% of the Policy Value in the General Account, less a pro-rata portion of the
Surrender Charge. The interest rate credited on loaned amounts is 4%, and the
interest rate charged on loans is 5.66% per year, payable in advance, except to
the extent that certain Policy owners may qualify for a lower loan interest
rate. See "Loan Privileges."

SETTLEMENT OPTIONS

Any amount payable on death of the insured or other termination of a Policy may
be received in cash or pursuant to one of several "settlement" options, at the
election of the Policy owner or beneficiary. See Appendix A--"Optional Income
Plans."

TAXES

For federal income tax purposes, under current law, Fortis Benefits believes
that gains in Policy Value resulting from positive net investment returns will
not be taxed to Policy owners until such gains are distributed to them.

Policy loan interest generally is not deductible for federal income tax
purposes. In addition, certain Policy loans, Policy pledges, or Policy
assignments may constitute taxable distributions.

Also, certain changes under a Policy (such as changes in Face Amount, death
benefit option, and perhaps other changes) or payment of premiums in excess of
certain amounts may have significant tax consequences. Accordingly, Policy
owners are strongly encouraged to consult competent tax advisers in this regard.

For a brief discussion of these and certain other tax implications of owning a
Policy, see "Federal Tax Matters."

RIGHT TO RETURN A POLICY

The Policy owner may return the Policy by delivery or by mailing postmarked
within 10 days after receipt (except where the Policy or state law requires a
longer period), within 45 days after he or she signs Part I of the application
for insurance, or within 10 days after receipt of a Notice of Withdrawal Right,
whichever is the latest, and receive a refund within 7 days. Nevertheless, under
Fortis Benefits' current administrative practice, the Notice of Withdrawal Right
will continue to be accepted if its Date of Receipt is not more than 20 days
after Fortis Benefits releases the Policy to an active status in its processing
system, pursuant to its administrative and underwriting procedures. The amount
refunded will be the amount of premiums paid. See "Policy Benefits--Changes in
Face Amount" for a description of similar rights to cancel any increases in Face
Amount.

8
<PAGE>
HOW TO EXERCISE YOUR RIGHTS UNDER A POLICY

To exercise rights under a Policy, the owner must follow the procedures stated
in the Policy. To request a loan, surrender, or partial withdrawal, the owner
must utilize forms prepared by Fortis Benefits for each purpose; and it is
recommended that Fortis Benefits' forms also be used for making any other change
or request. The forms are available from your sales representative or from
Fortis Benefits at its Home Office: P.O. Box 64582, St. Paul, MN 55164,
1-800-800-2000, extension 3028. Should a request be received for a loan,
surrender or partial withdrawal that is not on Fortis Benefits' form, the proper
form will be sent to the Policy owner, and, in the case of a total surrender,
the owner will usually be contacted, as well. The completed forms, as well as
any premium payments, loan and interest payments, and all other communications
should also be submitted to Fortis Benefits' Home Office.

If a Policy owner has submitted a telephone authorization form which has been
received by Fortis Benefits, transfers of Policy Value may be made by telephone.
The number to call for this purpose is 1-800-800-2000, extension 3028. Fortis
Benefits will not be responsible for, and the Policy owner will bear the risk of
loss from, oral instructions, including fraudulent instructions which are
reasonably believed to be genuine. Fortis Benefits will employ reasonable
procedures to confirm that telephone instructions are genuine, but if such
procedures are not deemed reasonable, Fortis Benefits may be liable for any
losses due to unauthorized or fraudulent instructions. Fortis Benefits'
procedures are to verify address and social security number, tape record the
telephone call and provide written confirmation of the transaction. Fortis
Benefits reserves the right to modify, condition or terminate this telephone
privilege at any time without prior notice. A Variable Universal Life Service
Request form is attached at the end of this Prospectus.

Fortis Benefits reserves the right to require return of the Policy with any
request which makes a change in the Policy. After effecting the requested
change, Fortis Benefits will deliver a revised Policy to the Policy owner.
Currently, however, Fortis Benefits requires the Policy to be returned only on
maturity, total surrender or death of the Surviving Insured. If the Policy owner
is unable to return the Policy because it has been lost or destroyed, Fortis
Benefits will accept a written statement to that effect signed by the Policy
owner in lieu of return of the Policy.

Unless the context indicates otherwise, the foregoing Summary and the discussion
in the rest of this Prospectus assume that Net Cash Values are sufficient to pay
all charges deducted on Monthly Anniversaries and that no Policy loans have been
made.

THE SEPARATE ACCOUNT AND FORTIS SERIES FUND, INC.

THE SEPARATE ACCOUNT

The Separate Account, which is a segregated investment account of Fortis
Benefits, was established as Variable Account C by Fortis Benefits pursuant to
the insurance laws of Minnesota as of March 13, 1986. The Separate Account is
used to fund the Policies, as well as certain other variable life insurance
policies issued by Fortis Benefits. The assets allocated to the Separate Account
are the property of Fortis Benefits. Although the Separate Account is an
integral part of Fortis Benefits, the Separate Account is registered with the
Securities and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940 ("1940 Act"). Registration does not involve
supervision of the management or investment practices or policies of the
Separate Account or of Fortis Benefits by the Commission.

All income, gains and losses, whether or not realized, from assets allocated to
the Separate Account are credited to or charged against the Separate Account
without regard to other income, gains or losses of Fortis Benefits. Each Policy
provides that assets in the Separate Account representing reserves for variable
life insurance policies shall not be chargeable with liabilities arising out of
any other business of Fortis Benefits. Fortis Benefits contributed funds to
establish various Subaccounts of the Separate Account and Fortis Benefits may
accumulate in the Separate Account proceeds from charges under the Policies and
other amounts in excess of the Separate Account assets representing Policy
reserves. Fortis Benefits may from time to time transfer to its general
investment assets any Separate Account assets in excess of amounts attributable
to Policy reserves.

The assets in each Subaccount are invested in a distinct class (or series) of
stock issued by Fortis Series, each representing a separate investment Portfolio
within Fortis Series. New Subaccounts may be added as new Portfolios are added
to Fortis Series and made available to Policy owners. Correspondingly, if any
Portfolios are eliminated from Fortis Series, Subaccounts may be eliminated from
the Separate Account.

FINANCIAL AND PERFORMANCE INFORMATION

The information presented below reflects the performance of the underlying
investment portfolios of the Fortis Series Fund. Please refer to "Financial
Highlights" in the attached prospectus for the Fund and "Performance" in the
related Fund statement of additional information for a description of how this
performance information is computed. Annual rates of return reflect expenses and
investment gains and losses of the portfolios. They also reflect asset-based
charges against the Separate Account, consisting of the 1.00% mortality and
expense risk charge and the .35% premium tax and sales charge. They do not
reflect other current policy fees nor the cost of insurance or Surrender Charges
(See "Charges and Deductions" for a full description of these charges). These
charges reduce the performance quoted. The example below shows the effect of all
applicable current charges that may apply to the Policy based on the performance
quoted.

9
<PAGE>
NET ANNUAL RATES OF RETURN FOR ACCUMULATION UNITS OF SUBACCOUNTS

<TABLE>
<CAPTION>
THROUGH
DECEMBER 31, 1997 10 YEARS
OR AVG
INCEPTION ------------------- SINCE
DATE 1 YEAR 5 YEARS INCEPTION
--------- --------- -------- ---------
<S> <C> <C> <C> <C>
Aggressive Growth........ 5/94 0.06% N/A 7.96%
International Stock...... 1/95 10.49% N/A 11.97%
Growth Stock............. 10/86 10.91% 10.55% 12.92%
Global Growth............ 5/92 5.39% 12.61% 12.53%
Blue Chip Stock.......... 5/96 25.25% N/A 24.64%
S&P 500 Index............ 5/96 30.55% N/A 26.42%%
Growth & Income.......... 5/94 25.98%% N/A 19.96%
Value.................... 5/96 23.56% N/A 20.54%
Global Asset
Allocation.............. 1/95 11.98% N/A 13.04%
Asset Allocation......... 4/87 18.62% 11.04% 10.72%
High Yield............... 5/94 8.29% N/A 7.23%
Global Bond.............. 1/95 -1.04% N/A 5.80%
Diversified Income....... 5/88 8.96% 6.14% 7.29%
U.S. Gov't Securities.... 11/86 7.62% 4.86% 6.45%
Money Market............. 11/86 3.94% 3.18% 4.20%
</TABLE>

- ------------------------
Wall Street Series Last Survivor was not offered for sale prior to July 1996.

Example: If the insureds under the Policy were a male, Age 55, and a female, Age
53, and the Policy owner invested $15,000 annually in a Death Benefit Option A
Policy, with a face amount of $825,000 it would have provided the following
benefits as of December 31, 1997, for the time periods and subaccounts indicated
based on applicable current charges and current schedules for premium based and
policy value bonuses:

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS
---------------------------------------- ----------------------------------------
TOTAL ACCUMULATED SURRENDER TOTAL ACCUMULATED SURRENDER
INVESTMENT VALUE VALUE INVESTMENT VALUE VALUE
------------ --------- ------------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth....................... $ 15,000 $ 14,349 $ 5,633 N/A N/A N/A
International Stock..................... $ 15,000 $ 16,215 $ 7,507 N/A N/A N/A
Global Growth........................... $ 15,000 $ 14,834 $ 6,121 $ 75,000 $101,444 $ 93,390
Growth Stock............................ $ 15,000 $ 15,110 $ 6,398 $ 75,000 $100,417 $ 93,363
Blue Chip Stock......................... $ 15,000 $ 17,169 $ 8,460 N/A N/A N/A
S&P 500 Index........................... $ 15,000 $ 17,584 $ 8,877 N/A N/A N/A
Growth & Income......................... $ 15,000 $ 17,207 $ 8,499 N/A N/A N/A
Value................................... $ 15,000 $ 16,999 $ 8,290 N/A N/A N/A
Global Asset Allocation................. $ 15,000 $ 16,048 $ 7,339 N/A N/A N/A
Asset Allocation........................ $ 15,000 $ 16,335 $ 7,625 $ 75,000 $102,796 $ 95,742
High Yield.............................. $ 15,000 $ 15,223 $ 6,512 N/A N/A N/A
Global Bond............................. $ 15,000 $ 14,330 $ 5,617 N/A N/A N/A
Diversified Income...................... $ 15,000 $ 15,413 $ 6,701 $ 75,000 $ 84,949 $ 77,896
U.S. Gov't Securities................... $ 15,000 $ 15,209 $ 6,497 $ 75,000 $ 82,195 $ 75,141
Money Market............................ $ 15,000 $ 14,669 $ 5,957 $ 75,000 $ 78,432 $ 71,378
</TABLE>

<TABLE>
<CAPTION>
TEN YEARS SINCE INCEPTION
---------------------------------------- ----------------------------------------
TOTAL ACCUMULATED SURRENDER TOTAL ACCUMULATED SURRENDER
INVESTMENT VALUE VALUE INVESTMENT VALUE VALUE
------------ --------- ------------- ------------ --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth....................... N/A N/A N/A $ 60,000 $ 68,833 $ 60,603
International Stock..................... N/A N/A N/A $ 45,000 $ 54,449 $ 45,044
Global Growth........................... N/A N/A N/A $ 90,000 $127,609 $ 121,731
Growth Stock............................ $150,000 $290,037 $ 288,861 $ 180,000 $355,765 $ 355,765
Blue Chip Stock......................... N/A N/A N/A $ 30,000 $ 37,997 $ 28,254
S&P 500 Index........................... N/A N/A N/A $ 30,000 $ 38,411 $ 28,669
Growth & Income......................... N/A N/A N/A $ 60,000 $ 89,772 $ 81,543
Value................................... N/A N/A N/A $ 30,000 $ 36,429 $ 26,680
Global Asset Allocation................. N/A N/A N/A $ 45,000 $ 54,226 $ 44,821
Asset Allocation........................ $150,000 $270,727 $ 269,551 $ 165,000 $304,404 $ 304,404
High Yield.............................. N/A N/A N/A $ 60,000 $ 67,028 $ 58,799
Global Bond............................. N/A N/A N/A $ 45,000 $ 44,583 $ 35,178
Diversified Income...................... N/A N/A N/A $ 150,000 $207,377 $ 206,202
U.S. Gov't Securities................... $150,000 $196,275 $ 195,099 $ 180,000 $241,992 $ 241,992
Money Market............................ $150,000 $175,897 $ 174,721 $ 180,000 $216,439 $ 216,439
</TABLE>

These benefits will differ for other insureds. They will differ according to
differences in investment allocation, premium timing and amount, death benefit
type and amount as well as Age and underwriting classification of the insureds.
Because the Policies are insurance policies, actual performance should always be
considered in context with the level of death benefit and cash values.

10
<PAGE>
The performance data is historical; future performance will vary.

FORTIS SERIES FUND, INC.

Fortis Series is a "series" type of mutual fund which is registered with the
Securities and Exchange Commission as a diversified open-end management
investment company under the 1940 Act. Fortis Series has served as the
investment medium for the Separate Account since the Separate Account commenced
operations. Fortis Series is also an investment medium for Variable Account D of
Fortis Benefits, through which variable annuity contracts are issued. Although
Fortis Benefits does not foresee any material conflicts between the interests of
Policy owners and variable annuity contract owners, Fortis Series' Board of
Directors will monitor to identify any material irreconcilable conflicts that
may develop and to determine what action, if any, should be taken in response.
If it becomes necessary for any separate account to replace shares of any
Portfolio with another investment, the Portfolio may have to liquidate
securities on a disadvantageous basis.

Fortis Benefits purchases and redeems Fortis Series shares for the Separate
Account at their net asset value without the imposition of any sales or
redemption charges. Such shares represent interests in the Portfolios of Fortis
Series, each of which corresponds to one of the Subaccounts of the Separate
Account. Any dividend or capital gain distributions received from a Portfolio
that are attributable to Policies will be reinvested in shares of that Portfolio
at net asset value as of the date paid. Such distributions will have the effect
of reducing the net asset value of each share of the Portfolio and increasing
the number of Portfolio shares outstanding. However, the total Policy Value in
the corresponding Subaccount will not change as a result of any such
distribution.

Fortis Series' Portfolios are the Money Market Series, U.S. Government
Securities Series, Diversified Income Series, Global Bond Series, High Yield
Series, Global Asset Allocation Series, Asset Allocation Series, Value Series,
Growth & Income Series, S&P 500 Index Series, Blue Chip Stock Series,
International Stock Series, Mid Cap Stock Series, Small Cap Value Series, Global
Growth Series, Large Cap Growth Series, Growth Stock Series, and Aggressive
Growth Series.

The three new portfolios, Mid Cap Stock Series, Small Cap Value Series, and
Large Cap Growth Series are available investment options for new Policies issued
after May 1, 1998. However, for existing Policies issued prior to May 1, 1998,
investment in these three subaccounts is not permitted until November 1, 1998,
due to administrative operating systems constraints. A full description of the
Portfolios, their investment policies and restrictions, their charges, the risks
attendant to investing in them, and other aspects of their operations is
contained in the prospectus for Fortis Series accompanying the Prospectus and in
the Statement of Additional Information referred to therein. The complete risk
disclosure in the Prospectus for the Global Asset Allocation Series, Asset
Allocation, the High Yield Series, and the Diversified Income Series should be
read before selection of them for Policy investment.

POLICY BENEFITS

DEATH BENEFIT

As long as the Policy remains in force, Fortis Benefits will, upon due proof of
the Surviving Insured's death and return of the Policy, pay the insurance
proceeds of the Policy to the named beneficiary. Fortis Benefits will pay
interest from the date of death to the date of commencement of any optional
income plan or to the date of distribution at a minimum of 3 1/2% per annum. See
Appendix A--"Optional Income Plans."

The insurance proceeds are: (1) the death benefit provided under Option A or
Option B, whichever is in effect on the date of death, plus (2) any additional
insurance on the Surviving Insured's life that is provided by rider, minus (3)
any outstanding Policy loan and any due and unpaid charges accruing during a
Grace Period, minus (4) any amount paid as an Accelerated Benefit, plus (5) any
loan interest paid by the Policy owner for periods beyond the date of death.

DEATH BENEFIT OPTIONS

The Policy owner selects one of the two below-described death benefit options in
the application and can, after the third Policy year, change the option once
each Policy year, by written request. See "Change in Death Benefit Option,"
below.

OPTION A. The death benefit is equal to the Face Amount of insurance.

OPTION B. The death benefit is equal to the Face Amount of insurance plus the
Policy Value at the date of the Surviving Insured's death.

ALTERNATIVE DEATH BENEFIT. Under either Option A or Option B, there is an
Alternative Death Benefit which applies if it provides a death benefit greater
than the death benefit option chosen. The Alternative Death Benefit is a
multiple of the Policy Value at the date of death as set forth in the table
below.

<TABLE>
<CAPTION>
ATTAINED AGE OF MULTIPLE OF
YOUNGER INSURED POLICY VALUE
---------------- ------------
<S> <C>
40 or less 2.50
45 2.15
50 1.85
55 1.50
60 1.30
65 1.20
70 1.15
75 1.05
80 1.05
85 1.05
90 1.05
95 1.00
</TABLE>

For Ages not listed, the progression between the listed Ages is constant.

Both Option A and Option B provide insurance protection, as well as possible
build-up of Policy Value. Under Option A, the insurance coverage remains level,
unless the Alternative Death Benefit applies. Under Option B, the insurance
coverage varies as the Policy Value changes.

11
<PAGE>
For any Face Amount, the death benefit under Option B will be greater than or
equal to that under Option A, since the Policy Value is added to the Face Amount
and included in the death benefit under Option B but not under Option A.
However, the cost of insurance included in the Monthly Deduction (see "Charges
and Deductions--Monthly Deduction From Policy Value") will be greater, and thus
the accumulation of Policy Value will be lower, under Option B than under Option
A, assuming the same Face Amount and otherwise identical Policies. See Appendix
B--"Illustrations of Death Benefits, Policy Values, Surrender Values and
Accumulated Premiums."

SECOND-TO-DIE RIDER

Subject to certain limits, coverage payable on the death of the Surviving
Insured may be taken out under our Second-To-Die term insurance rider, rather
than taking out all of the coverage under Option A or Option B of the base
Policy described above. This rider is available only at the time a Policy is
first issued, and a charge will be deducted for it as part of each Monthly
Deduction.

Coverage under the Second-To-Die Rider is generally less costly initially than a
comparable amount of coverage obtained under the base Policy. However, for
Policy owners who intend to retain and make substantial premium payments under
their Policies, coverage under the base Policy will probably be more
economically advantageous over the long term.

Any coverage under the Second-To-Die Rider is not considered in computing the
Alternative Death Benefit mentioned above. Therefore, if part of the coverage is
taken under the rider, the Alternative Death Benefit will apply at lower levels
of Policy Value than if all of the coverage had been taken out under the base
Policy. The Alternative Death Benefit, when it applies, has the effect of
automatically increasing the amount of insurance coverage under the base Policy
and, as a consequence, the amount deducted for cost of insurance. Accordingly,
it is more likely that such increases will occur if coverage is taken out under
the Second-To-Die Rider, rather than under the base Policy.

For a more complete discussion of the Second-To-Die Rider and factors you should
consider in determining whether to apply for it, see "Second-To-Die Rider" under
"Optional Insurance Benefits--Joint Term Life Insurance Riders" in Appendix A at
the end of this prospectus.

ACCELERATED BENEFIT RIDER

The Accelerated Benefit Rider will be issued as a part of all Policies issued in
a state that has approved such rider. The Accelerated Benefit Rider allows a
Policy owner to receive benefits from the Policy that would be otherwise payable
upon the death of an insured. The benefits paid under the Accelerated Benefit
Rider are available when Fortis Benefits has received written notice and
satisfactory proof (a certificate by a doctor) that the insured has a life
expectancy of twelve months or less due to an irreversible medical condition.
The benefit may vary state-by-state and a Fortis Benefits representative should
be consulted as to whether, and to what extent, the rider is available in any
particular state.

The Accelerated Benefit Rider allows the Policy owner to elect an accelerated
payment of all or part of the death benefit under the Policy and any term
insurance rider that is less than two years prior to the original expiry or
maturity date. For any survivorship benefit the election can only be made after
the death of one of the joint insureds. The accelerated payment will be
discounted for twelve months' interest and will be reduced by any outstanding
loan if not otherwise paid, multiplied by the percentage of the eligible amount
which is accelerated. The interest rate discount will be equal to the lesser of
(1) the applicable federal interest rate determined under Section 846(c)(2) of
the Internal Revenue Code; (2) the current maximum statutory adjustable policy
loan interest rate; or (3) 10%. Fortis Benefits can furnish details about the
amount of the benefit under the Accelerated Benefit Rider available to an
eligible Policy owner under a particular Policy. The benefit will be paid in a
lump sum unless otherwise agreed to by Fortis Benefits.

The payment of a benefit must be approved in writing by any irrevocable
beneficiary and any collateral assignee. No benefit is available if the
insured's irreversible medical condition results from self-inflicted injury and
such injury occurs within the first two policy years (one year in Colorado and
North Dakota). If such injury occurs beyond such period, the amount that may be
requested may not include any part of the death benefit that was first effective
within a two year period (one year in Colorado and North Dakota) prior to such
injury.

All or part of the eligible amount may be accelerated under the Accelerated
Benefit Rider. If the death benefit is only partially accelerated, a Face Amount
at least equal to the minimum Face Amount required for the Policy or rider must
remain under the Policy or rider. The benefit payable must be at least
$2,500.00, or if smaller the entire eligible amount. If the entire eligible
amount is accelerated, the Policy or rider will terminate. If the entire
eligible amount is paid on the person who is insured under the base Policy, any
rider on the Policy that provides insurance on the life of any other person will
be administered according to the provisions in the rider concerning the death of
the person insured under the base Policy.

The maximum amount of any accelerated death benefit payable under a Policy and
all other policies issued by Fortis Benefits with an Accelerated Benefit Rider
is $500,000.

If only a portion of the eligible amount is paid, the Policy and/or rider will
remain in force. The amount of insurance, and the loan amount and Surrender
Value if the benefit is paid on the death benefit provided by the base Policy,
of the Policy or rider will be reduced as of the date of approval of the benefit
request by the percentage of the eligible amount which is accelerated. Future
monthly Minimum Premiums and cost of insurance will be adjusted as if (1) a loan
repayment were made equal to the reduction in the loan amount, (2) a withdrawal
were made equal to the reduction in Surrender Value, and (3) a Face Amount
decrease were made equal to the difference between the accelerated eligible
amount and the face amount decrease caused by withdrawal.

There is no charge for this rider provision as a part of your policy. However,
an administrative fee (not to exceed $300) will be charged at the time the
benefit is paid. The current fee is $50.

Fortis Benefits agrees that unless otherwise required by law, no benefit will be
paid if the Policy owner is required to elect it in order to meet

12
<PAGE>
the claims of creditors or to obtain a government benefit. Receipt of payment of
a benefit under the Accelerated Benefit Rider may affect eligibility for
government sponsored benefit programs, such as Medicaid and Supplemental
Security Income. The rider can be terminated by request.

The Accelerated Benefit Rider is not a long term care rider or nursing home
insurance rider. The amount this rider pays may not be enough to cover medical,
nursing home or other bills. The benefit can be used for any purpose.

CHANGES IN FACE AMOUNT

INCREASE. A Policy owner may at any time increase the Face Amount of a Policy,
subject to the conditions discussed below.

The minimum Face Amount increase is currently $5,000, and all other requirements
are as if the increase were a separate Policy. Increases in Face Amount may be
made only if the Surrender Value after the increase is large enough to cover at
least the Monthly Deduction for the Policy month following the increase. Any
increase may require that additional evidence of insurability be submitted to
Fortis Benefits. No Face Amount increase will be permitted if benefits are being
paid under the terms of a Waiver of Monthly Deductions Rider or the Waiver of
Selected Amount Rider. See Appendix A--"Optional Insurance Benefits." Fortis
Benefits reserves the right to establish different maximum or minimum amounts
for future Face Amount increases.

Following a Face Amount increase requested by the Policy owner, additional sales
and issuance charges will be applicable. See "Charges and Deductions--Premium
Tax and Sales Charges" and "Policy Issuance Expense Charges." An increase in
Face Amount requested by the Policy owner also will increase the monthly Minimum
Premium. See "Minimum Premiums" under "Payment and Allocation of Premiums--
Premiums."

The Policy owner may cancel the Face Amount increase. The cancellation request
must be delivered or mailed to Fortis Benefits by letter postmarked (1) within
10 days after receipt of a Policy schedule amendment reflecting any requested
Face Amount increase, (2) within 45 days after the Policy change application for
such increase is signed, or (3) within 10 days after receipt of a Notice of
Withdrawal Right, whichever is latest. Upon such a cancellation, Monthly
Deductions, including rider costs, arising from the increase are credited to the
Policy Value. No premiums paid will be refunded, except that Fortis Benefits
will promptly refund premiums to the extent necessary to cure any violation of
the then current maximum premium limitations under Section 7702 of the Internal
Revenue Code of 1986, as amended (the "Code"). See "Payment and Allocations of
Premiums--Premiums." The Surrender Charge and the monthly Minimum Premium will
be adjusted to the level they would have been in the absence of the Face Amount
increase.

Also, during the first two years following a Face Amount increase requested by a
Policy owner, the Policy owner may transfer all or part of the Policy Value to
the General Account without charge. See "Policy Value Transfers" under "Payment
and Allocation of Premiums--Allocation of Premiums and Policy Values." Such a
transfer to the General Account could be made, for example, in the amount of any
premiums paid which are deemed attributable to the increase. See "Charges and
Deductions--Premium Tax and Sales Charges" and "Policy Issuance Expense Charges"
regarding the method of such attribution.

DECREASE. After the third Policy year, the Policy owner may request a decrease
in the Face Amount of the Policy. Also, no face amount decrease is allowed in
the first year following a Face Amount increase requested by the Policy owner.

The Face Amount remaining in force after any requested decrease may not be less
than $100,000. No decrease in the Face Amount will be permitted if it would
result in any violation of the then current maximum premium limitations under
Section 7702 of the Code. The monthly Minimum Premium will also be reduced. See
"Minimum Premiums" under "Payment and Allocation of Premiums--Premiums."

EFFECTIVE DATE. Any Face Amount increase or decrease will become effective on
the Monthly Anniversary on or next following (1) the Date of Receipt of the
request or (2) if evidence of insurability is required, the date Fortis Benefits
approves the request. Nevertheless, there will be no insurance coverage under
any change in Face Amount or other change in benefits requiring evidence of
insurability, unless, at the time of delivery of a Policy schedule amendment
reflecting the change in benefits, the insureds' health remain as stated in the
application for the change.

Commencing on its effective date, a change in the Face Amount generally will
also affect the Net Amount at Risk and may affect the insureds' rate class, both
of which affect a Policy owner's monthly cost of insurance charge. (Net Amount
at Risk is the difference in amount between the death benefit and the Policy
Value.) See "Rate Class" under "Charges and Deductions--Monthly Deduction from
Policy Value." This in turn can affect the level of subsequent Policy Values and
death benefits.

CHANGE IN DEATH BENEFIT OPTION

After the third Policy year, the death benefit option in effect may be changed
once each Policy year by sending a written request in form acceptable to Fortis
Benefits at its Home Office. The effective date of any such change will be the
Monthly Anniversary on or following (1) the Date of Receipt of the request or
(2) if evidence of insurability is required, approval by Fortis Benefits.

A change from Option A to Option B requires evidence of insurability and results
in an automatic reduction in the Face Amount by the amount of Policy Value on
the effective date of the change. This change may not be made if it would result
in a Face Amount which is less than the minimum Face Amount, which is $100,000.
Nor will a change in death benefit option be permitted if it results in any
violation of the then current maximum premium limitations under Section 7702 of
the Code. See "Payment and Allocation of Premiums--Premiums."

A change from Option A to Option B will not alter the death benefit at the time
of the change, but will affect the determination of the death benefit from then
on. Since, from then on, the Policy Value will be added to the new Face Amount,
the death benefit will vary with the Policy Value. Moreover, under Option B, the
Net Amount at Risk will not vary unless the Alternative Death Benefit is in
effect. Therefore, after a

13
<PAGE>
change from Option A to Option B, the cost of insurance will generally be higher
if the Policy Value increases, but lower if the Policy Value decreases. See
"Charges and Deductions--Monthly Deductions From Policy Value."

Although a change from Option A to Option B results in an automatic reduction in
Face Amount, it will not result in any change in the charges for premium tax,
sales or issuance expenses or in the monthly Minimum Premium attributable to the
base Policy.

If the death benefit option changes from Option B to Option A, the Face Amount
will be increased by the amount of the Policy Value on the effective date of the
change. The death benefit will not be altered at the time of the change.
However, the change in death benefit option will continue to affect the
determination of the death benefit from then on, because the Policy Value will
no longer be added to the Face Amount in determining the death benefit.
Therefore, after a change from Option B to Option A, the cost of insurance
charges will generally be lower if the Policy Value increases but higher if the
Policy Value decreases. See "Charges and Deductions--Monthly Deductions From
Policy Value."

Although a change from Option B to Option A results in an automatic increase in
the Face Amount of a Policy, no additional sales charge or expense charge will
be imposed as a result of such a change, and no evidence of insurability will be
required. Nor will there be any change in the monthly Minimum Premium
attributable to the base Policy or any right to a refund of charges upon
cancellation of the Face Amount increase.

POLICY SPLIT OPTION

POLICY SPLIT OPTION. The Policy owner may elect to split the Policy and purchase
two individual Fortis Benefits VUL policies; one on the life of each insured.
This election may be exercised only by written notice to Fortis Benefits' Home
Office within 180 days following either: (1) The date of entry of a final decree
of divorce with respect to the joint insureds; or (2) The effective date of a
change in the Federal estate tax laws that would reduce or eliminate the
unlimited marital deduction; or (3) Written confirmation of a dissolution of a
business partnership or closely held corporation in which the joint insureds are
partners or shareholders. For Policies issued in the State of Texas there is a
monthly charge of $.04 per $1,000 of Face Amount for this benefit.

There is a 60-day waiting period after divorce or business dissolution before
the option can be elected. The new policies will be issued subject to the
following terms and conditions:

1. There will be no new evidence of insurability required.

2. Premiums, charges, and bonuses for the new policies will be based on each
insured's attained age and current rate class.

3. As of the effective date of the Policy split, Policy Value and the Face
Amount of the Policy, excluding any riders, will be divided equally between
the new policies, unless a different percentage is specified in the Policy
schedule for the Policy. An unequal split is allowed only at the discretion
of Fortis Benefits upon issuance of the Policy.

4. Loans must be paid at the time of the Policy division.

5. In no event may the combined death benefits of the new policies exceed that
provided under the Policy. A withdrawal of policy value from the Policy will
be made to prevent this from occurring.

6. Riders on the new policies will be allowed at the discretion of Fortis
Benefits, and only if evidence of insurability is provided.

7. The owner and beneficiary of the new policies will be the same as under the
Policy, unless the Policy owner specifies otherwise.

8. Any existing incontestable or suicide period under the Policy will continue
under the two new policies.

The Policy Split Option is not available if any of the following apply when
exercise of the option is sought:

1. Either insured is deceased or considered "uninsurable" pursuant to Fortis
Benefits' underwriting guidelines.

2. The combined rating of the insureds, as indicated in the Policy schedule, is
more than Table 4.

3. Either insured is older than the issue age of the new policy's maximum issue
age.

4. The Policy is in the grace period.

5. The Policy is receiving benefits from any disability rider.

Exercise of this option is treated as a taxable transaction. The Policy owner
should consult a tax adviser before exercising this option.

POLICY VALUE

The total Policy Value at any time is the sum of the Policy Values in the
General Account (see Appendix C--"The General Account" and "Loan Privileges")
and the Subaccounts of the Separate Account at such time.

The Policy Value in the Separate Account may increase or decrease on each
Valuation Date, depending on the investment return of the chosen Subaccounts.
See "Separate Account Net Investment Return," below. "Valuation Dates" are all
business days, except, with respect to any Subaccount, days on which the related
Fortis Series Portfolio does not value its shares. Valuations for any date other
than a Valuation Date will be determined as of the next Valuation Date.

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<PAGE>
PREMIUM BASED BONUSES AND POLICY VALUE BONUSES

PREMIUM BASED BONUSES. In most states a premium based bonus will be paid by
Fortis Benefits starting on the last day of the seventh and each subsequent
Policy year and continuing for the life of the Policy or, if earlier, the date
the younger insured reaches or would have reached age 100. The amount of the
bonus is a percentage of the lesser of (a) or (b), the result divided by the
number of years that the Policy has been in force where: (a) is the sum of all
premiums paid less any withdrawals and loans; and (b) is the sum of all monthly
Maximum Bonus Premiums to date. The current percentages and durations are as
follows:

CURRENT PREMIUM BASED BONUS PERCENTAGES

<TABLE>
<CAPTION>
END OF POLICY YEAR
------------------------------------------
9 AND LATER TO
AGE OF ORIGINAL
YOUNGER INSURED MATURITY
AT ISSUE 0-6 7 8 DATE OF POLICY
- ------------------------- ---- ---- ---- ---------------
<S> <C> <C> <C> <C>
18-50.................... 0% 2% 2% 4%
51-60.................... 0 2 4 7
61-70.................... 0 5 7 10
71-85.................... 0 5 5 5
</TABLE>

Maximum Bonus Premiums with respect to a policy or a benefit change generally is
the estimated premium payment which would keep the policy (or benefit change) in
force to the younger insured's Age 85, without regard to substandard risks or
riders. A Face Amount increase or decrease requested by the Policy owner will
cause an increase or decrease, respectively, in the size of future Maximum Bonus
Premiums.

Subject to the guaranteed minimums set forth below, Fortis Benefits reserves the
right in its sole discretion to reduce the rate of Premium Based Bonuses. Policy
owners will be given one year's notice before any such reduction takes effect.
Fortis Benefits guarantees Premium Based Bonuses for eligible Policies at
specified rates. The guaranteed rates are based on the younger insured's Age at
Policy issue, as follows:

GUARANTEED PREMIUM BASED BONUSES PERCENTAGES

Premium Based Bonuses are offered or guaranteed only to the extent allowed by
the state in which the Policy is issued. Due to state law requirements, these
bonuses are not guaranteed for Policies issued in the state of Oregon.

POLICY VALUE BONUSES. In most states Fortis Benefits intends to credit Policy
Value Bonuses on each monthly anniversary after the monthly deduction is made,
at an annual rate, as set forth below:

ANNUAL RATE OF POLICY VALUE BONUSES AS A PERCENT OF NET CASH VALUE

<TABLE>
<CAPTION>
OPTION A ANNUAL BONUSES OPTION B ANNUAL BONUSES
------------------------------------- -------------------------------------
SURRENDER VALUE BAND 1 BAND 2 BAND 3 BAND 4 BAND 1 BAND 2 BAND 3 BAND 4
- ---------------------------------------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$0 - $9,999 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
$10,000 - $49,999 0.00% 0.00% 0.05% 0.05% 0.30% 0.30% 0.35% 0.35%
$50,000 - $99,999 0.05% 0.05% 0.10% 0.10% 0.35% 0.35% 0.40% 0.40%
$100,000 + 0.10% 0.10% 0.15% 0.20% 0.40% 0.40% 0.45% 0.50%
</TABLE>

If the death benefit option is changed the rate is computed using the weighted
average of the rates based on the number of months each death benefit option has
been in effect.

For purposes of calculating the Policy Value Bonus percentage, the average Face
Amount of the Policy from issuance to the point of the bonus payment will be
used to determine the Policy Band. For example, if the Policy had a Face Amount
of $1 million for 18 months, $500,000 for 60 months, and $2 million for 6
months, the policy has an average Face Amount of (18 x $1,000,000) + (60 x
$500,000) + (6 x $2,000,000) DIVIDED BY 84= $714,285, a Band 2 Policy.

Fortis Benefits intends to add .35% to the annual rates shown above for Policy
Value Bonuses after the 19th Policy year. This increase is not guaranteed. To
the extent implemented, however, the increase would substantially offset any
daily charge for premium taxes and sales charges that is then being made.

15
<PAGE>

Policy Value Bonuses are offered or guaranteed only to the extent allowed by the
state in which the Policy is issued. Due to state law requirements, these
bonuses are not guaranteed for Policies issued in the state of Oregon.

ALLOCATION AND EFFECTS. Any Premium Based Bonus and Policy Value Bonus will be
allocated among the General Account and the Subaccounts of the Separate Account
on a Pro Rata Basis. Following such allocation, these amounts will be credited
with investment performance and otherwise be treated the same as any other
amounts allocated to the Subaccounts or the General Account, as the case may be.
Thus, for example, any Premium Based Bonus or Policy Value Bonus will increase
the Option B (but not the Option A) death benefit under the Policy. Under an
Option A death benefit, Premium Based Bonus and Policy Value Bonuses will result
in reduced cost of insurance charges.

CALCULATION OF SEPARATE ACCOUNT POLICY VALUE

On each Valuation Date, the Policy Value in a Subaccount of the Separate Account
will be:

(1) The cumulative amount of premiums allocated to the Subaccount; plus

(2) The amount of all Premium Based Bonuses and Policy Value Bonuses credited to
the Subaccount (see "Policy Benefits-- Premium Based Bonuses and Policy
Value Bonuses"); plus

(3) All amounts transferred to the Subaccount from the General Account or from
another Subaccount; minus

(4) Any amounts transferred from the Subaccount to the General Account or to
another Subaccount; minus

(5) Any partial withdrawal from the Subaccount; minus

(6) The amount of any daily deductions for premium tax and sales charges (see
"Charges and Deductions -- Premium Tax and Sales Charges") allocated to the
Subaccount; minus

(7) The portion of the cumulative Monthly Deductions allocated to the Subaccount
(see "Charges and Deductions--Monthly Deductions From Policy Value" and
"Policy Issuance Expense Charges"); plus

(8) The cumulative net investment return (discussed below) on the amount of
Policy Value in the Subaccount from time to time.

The Policy's total Policy Value in the Separate Account is the sum of the Policy
Values in each Subaccount, which have no guaranteed minimum.

SEPARATE ACCOUNT NET INVESTMENT RETURN

The net asset value for each Fortis Series Portfolio is determined as of the
close of regular trading on the New York Stock Exchange ("NYSE"), on each
Valuation Date. The net investment return for each Subaccount and all
transactions and calculations with respect to the Policies as of any Valuation
Date are determined as of that time.

Each Subaccount is credited with a rate of net investment return equal to its
gross rate of investment return during each Valuation Period less (1) an
adjustment for the Separate Account's charge for mortality and expense risks (at
an annual rate of 1.00%) and (2) a charge for Fortis Benefits' income taxes, if
any such tax charge becomes necessary in the future (see "Federal Tax
Matters--Taxation of Fortis Benefits"). Each Subaccount's gross rate of
investment return during a Valuation Period is the rate of increase or decrease
in the per share net asset value of the underlying Fortis Series Portfolio over
the Valuation Period, adjusted upward to take appropriate account of any
dividends or distributions paid by the Portfolio during this period.

A "Valuation Period" is the period between two successive Valuation Dates,
commencing at the close of regular trading on the NYSE on each Valuation Date
and ending at the close of regular trading on the NYSE on the next succeeding
Valuation Date. Depending primarily on the investment experience of the
underlying Portfolio, a Separate Account Subaccount's net investment return may
be either positive or negative during a Valuation Period. Subject to applicable
legal requirements, Fortis Benefits reserves the right to change the times of
day when values under a Policy are determined.

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must complete an application which will
be sent to Fortis Benefits' Home Office. Currently the minimum Face Amount of
insurance for which a Band 1 Policy may be issued is $100,000, $500,000 for a
Band 2 Policy, $1,000,000 for a Band 3 Policy, and $5,000,000 for a Band 4
Policy. A Policy will generally be issued to insureds Age 18-85 who supply
evidence of insurability satisfactory to Fortis Benefits.

Acceptance of an application is subject to Fortis Benefits' underwriting
guidelines and Policy approval procedures. Any premium payments for a Policy
that never goes into effect, or that is subsequently revoked, will be returned
without interest.

If the proposed insureds meet certain health requirements, Fortis Benefits will
issue temporary term life insurance to cover the period before the Policy goes
into effect. Temporary insurance will be issued only if the initial premium
payment has been paid with the application and the amount of temporary insurance
coverage will not exceed $250,000 under all applications for the proposed
insureds pending with Fortis Benefits and any other insurers. If a temporary
insurance benefit is paid, a premium for the amount of temporary coverage from
the date of its issue to the date of death will be charged. Temporary coverage
is subject to certain other conditions, including special limits for temporary
coverage of certain optional benefits provided by rider, and is for a maximum of
ninety days. Except as otherwise provided in any temporary insurance agreement,
there will be no insurance coverage under a Policy unless at the time the Policy
is delivered the insureds' health is the same as stated in the application.

The Policy Date is the date used to determine Policy Anniversaries and Monthly
Anniversaries, regardless of when the Policy is delivered. The Policy Date is
also when Monthly Deductions commence. When temporary insurance has been
provided, the Policy Date will ordinarily be the date of part I of the
application, except that if that date is the 29th through the 31st of any month,
the Policy Date will be the first of the

16
<PAGE>
next month. When no temporary insurance has been provided, the Policy Date will
ordinarily be three days after the date the application is approved, except that
if that date is the 29th through 31st of any month, the Policy Date will be the
first of the next month. A later Policy Date will result in monthly deductions
being taken out later and investment performance on any premium payment being
credited later. A prospective purchaser may request a Policy Date later than
that which otherwise would apply, subject to Fortis Benefits' current
administrative policies. No interest or other return on premium payments will be
credited prior to the Policy Date, however.

Notwithstanding the general procedures outlined above, the purchaser may,
subject to Fortis Benefits' current administrative policies and state insurance
law requirements, request a Policy Date up to six months prior to the date the
Policy is issued, for the purpose of preserving a younger Age of an insured
person under the Policy. In many cases, a younger Age will result in a smaller
monthly Minimum Premium, lower cost of insurance rates and lower Surrender
Charges. An earlier Policy Date will also result in a correspondingly earlier
commencement of Monthly Deductions and, in some cases, lower Premium Based
Bonuses. If an earlier Policy Date is requested, all monthly Minimum Premiums
commencing with that date, plus the amount of initial premium payment that
otherwise would be required, must be paid before the Policy will be issued.

In other cases, unless otherwise requested, if an insured's birthday falls
between the date of an application and the date the Policy is approved, the
Policy Date will generally be set early enough to preserve the younger Age.

PREMIUMS

PAYMENT OF PREMIUMS. At the time of Policy issuance, the Planned Periodic
Premium must be, on an annualized basis, at least the greater of (1) $2,000, or
(2) twelve monthly Minimum Premiums. For purposes of this requirement, the
Planned Periodic Premiums are assumed to be level in the first policy year. The
initial premium payment must cover all monthly Minimum Premiums from the Policy
Date to the next billing date, generally after the Policy is mailed for
delivery, and must be paid before a Policy will take effect. If the Planned
Periodic Premium is paid monthly, at least two months' Planned Periodic Premiums
must be paid.

Subject to Fortis Benefits' guidelines, each Policy owner will determine a
Planned Periodic Premium schedule that provides for the payment of level
premiums at specified intervals for the life of the Policy. (If desired, these
may be paid by means of automatic monthly drafts on the Policy owner's checking
account.) The Policy owner, however, is not required to pay premiums in
accordance with the Planned Periodic Premium schedule, except to the extent
described above with respect to the initial premium payment. THE PAYMENT OF
PLANNED PERIODIC PREMIUMS WILL NOT GUARANTEE THAT THE POLICY REMAINS IN FORCE.
Instead, the duration of the Policy depends upon the Net Cash Value. See
"Payment and Allocation of Premiums--Policy Lapse and Reinstatement."

Subject to the limitations described below, a Policy owner may make additional
premium payments at any time in any amount.

The total of all premiums paid may never exceed the then current maximum premium
limitations under Section 7702 of the Code. If at any time a premium is paid
that would result in any violation of the then current maximum premium
limitations, Fortis Benefits will accept only that portion of the premium that
will make total premiums equal to the limit. Fortis Benefits will promptly
refund any such excess, unless the Policy owner directs otherwise. Any amount so
refunded will include any positive net investment performance attributable to
such amount prior to refund. The amount of any positive net investment
performance refunded will constitute ordinary income to the Policy owner for
federal income tax purposes.

Fortis Benefits reserves the right to impose additional limits on the number or
amount of premium payments. Fortis Benefits currently has no intention of
imposing such limits except when the Alternative Death Benefit is in effect. See
"Policy Benefits--Death Benefit Options."

ALLOCATION OF PREMIUMS AND POLICY VALUE

ALLOCATION OF PREMIUMS. In the application for a Policy, the Policy owner
indicates the initial allocation of premiums among the General Account and the
Subaccounts of the Separate Account. (As discussed below, this allocation will
generally take effect 20 days following the date the Policy is mailed for
delivery to the Policy owner.) Allocation percentages must be in whole numbers.
The Policy owner may change the allocation of future premiums without charge at
any time (other than during any Grace Period) by submitting a written request in
a form acceptable to Fortis Benefits at its Home Office. The change will be
effective as of the Date of Receipt of such form.

The first premium payment will be allocated automatically to the General Account
as of the later of the Policy Date or Date of Receipt, and, assuming a Policy
goes into effect, will earn a return for the Policy owner. Any other premiums
will be allocated to the General Account as of the later of the Policy Date or
the Date of Receipt. These payments will be held in the General Account
generally until the twentieth day after the Policy is mailed for delivery. Then,
all premiums, plus any other amounts previously earned in the General Account,
will be re-allocated among the General Account and the Subaccounts in accordance
with the premium allocation percentage established by the Policy owner. If
either insured is in a substandard risk class, the reallocation will occur on
the twentieth day after the Date of Receipt by Fortis Benefits of all items
necessary under its administrative and underwriting procedures to release the
Policy to an active status in its processing system.

Each premium payment accepted after this reallocation is credited to the
Subaccounts or General Account as of the Date of Receipt. There is an exception
to this rule, however, with respect to any premium payments as to which
underwriting requirements apply or where Fortis Benefits obtains authorization
of the Policy owner to delay acceptance of the premium until permitted under
Section 7702 of the Code. In such cases, the premium is held in a non-interest
bearing account until it is allocated to the Subaccounts or General Account as
of the later of the Date of Receipt of the premium or the date of acceptance of
such premium by Fortis Benefits.

POLICY VALUE TRANSFERS. After the initial allocation of premiums has occurred,
and subject to the limitations described below, the Policy

17
<PAGE>
owner may transfer Policy Value between the General Account and the Subaccounts
of the Separate Account and among the Subaccounts, except during any Grace
Period.

Transfers from the General Account to the Separate Account are limited to one
transfer in each Policy Year, which currently may not be for more than 50% of
the General Account Policy Value at the date of transfer (excluding the amount
of any General Account Policy Value attributable to Policy loans). However, if
the unloaned General Account Policy Value at the date of transfer is less than
$1,000, the Policy owner may transfer the entire unloaned balance from the
General Account to the Separate Account. Fortis Benefits reserves the right to
review these limits on an annual basis and, subject to the limits in the Policy,
to reduce them.

Fortis Benefits will determine all values in connection with a transfer as of
the Date of Receipt of the transfer request. Fortis Benefits may in its
discretion permit a continuing request for transfers of specified amounts
automatically on a periodic basis. Fortis Benefits reserves the right to
restrict the number and amount of transfers, but currently has no plans to
impose any such restrictions. At least four transfers per Policy year among the
Subaccounts or to the General Account will always be permitted. Fortis Benefits
will give Policy owners advance notice of any such restrictions.

Transfers are not taxable under current law. Except as discussed below, transfer
requests must be in writing, in a form acceptable to Fortis Benefits. Although
it currently has no plans to do so, Fortis Benefits may impose a charge of up to
$25 on transfers. Any such charge would be designed only to cover the
administrative cost of effecting transfers. Telephone transfers may be made if a
telephone authorization form has been received. See "Summary--How to Exercise
Your Rights Under a Policy."

In no event will Fortis Benefits restrict or prohibit any transfer of all Policy
Value to the General Account (1) during the first two Policy years, (2) within
the first two years after a Face Amount increase requested by the Policy owner,
or (3) within 60 days after the Policy owner receives notice of any material
change in a Portfolio's investment policy. Nor will any transfer charge be
imposed on such transfers, except that a charge may be imposed subsequent to the
first full transfer after issue, a Face Amount increase, or a change in
investment policy.

LIMITATION. Under the Policy, Fortis Benefits reserves the right to control the
amount of any assets in any investment alternative. Pursuant to this authority,
Fortis Benefits has established the following administrative procedures for the
protection of the interest of all investors participating in Fortis Series'
Portfolios: a Policy owner may not invest, allocate, transfer or exchange Policy
Value into any Subaccount if the value allocated to that Subaccount under the
Policy (and under any other insurance or annuity contract directly or indirectly
controlled by the same person, jointly or individually) would immediately
thereafter equal 25% or more of the related Fortis Series Portfolio's net
assets. For Policies issued prior to May 1, 1998, the Mid Cap Stock Series,
Small Cap Value Series, and Large Cap Growth Series are not available for
investment until November 1, 1998, due to operating system limitations. Fortis
Benefits reserves the right to modify these procedures at any time.

GUARANTEED DEATH BENEFIT

GUARANTEED DEATH BENEFIT. A Policy is guaranteed to stay in force if, as of each
Monthly Anniversary, the cumulative amount of premiums paid to date, less the
amount of any outstanding Policy loans and cumulative partial withdrawals taken
by the Policy owner, at least equals the cumulative monthly Minimum Premiums for
Policy months up to and including that beginning on that Monthly Anniversary.
For purposes of this calculation, premiums paid in any Policy year, Minimum
Premiums, and partial withdrawals are assumed to accumulate at an effective
annual rate of 4%. For this purpose premiums and Minimum Premiums for any Policy
year are assumed to commence accumulating interest at the beginning of the
Policy year in which they are paid. Partial withdrawals are assumed to be taken
at the end of the year or at the end of the current monthly anniversary, if
earlier.

This benefit is provided by the Guaranteed Death Benefit rider issued as a part
of all Policies issued in a state that has approved such rider. The Policy owner
can choose at issue a guarantee period of 10 years, 20 years, or to Age 85 of
the younger insured. The choice cannot be changed after the Policy is issued. If
the issue age of the younger insured is 65 or older, the guarantee will be for
the lesser of 10 years from the Policy Date or until the younger insured's Age
75 (or for 5 years if the younger insured is Age 71 or more at issue). The
guarantee if either insured is rated for higher mortality is for five years.

The guarantee period may be shorter in some states due to state limitations.
State law requirements in Massachusetts mandate that the guarantee period for
the Guaranteed Death Benefit not exceed five years. Therefore, for Policies
issued in the state of Massachusetts, the Guaranteed Death Benefit will
terminate not later than five years after the Policy Date. The benefit will
terminate earlier if Minimum Premium requirements are not met.

There is no charge for the benefit in the first ten years. After the tenth
Policy year, the monthly charge for the 20 year guarantee is $.02 per thousand
dollars of Face Amount in effect under the Policy or under any supplemental term
insurance rider described in Appendix A, and $.04 per thousand of such Face
amount for the guarantee period to Age 85 of the younger insured. The initial
charge is set forth in the Policy schedule. For Policies issued in the State of
Texas there is no charge for this extended benefit.

A subsequent increase or decrease in Face Amount will result in an increase or
decrease, respectively, in the level of charges for the Guaranteed Death
Benefit. The same is true of the addition or cancellation of any benefits under
any supplemental term insurance rider described in "Appendix A." The new charges
will be set forth in the Policy schedule amendment delivered following any
change. If the Guaranteed Death Benefit terminates for any reason, the charge
for it will terminate at the same time.

The minimum amount must be paid prior to the next Monthly Anniversary for the
rider to stay in force. Fortis Benefits will send the Policy owner a notice of
the minimum amount required to be paid. The term

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<PAGE>

"Minimum Premium" refers only to the amount needed to keep the Guaranteed Death
Benefit in effect, and CEASES TO BE APPLICABLE UPON EXPIRY OF THE BENEFIT. It
should not be construed to suggest that there is any minimum level of premium
which must generally be paid. The Guaranteed Death Benefit will terminate if at
least this amount is not paid, or if the Date of Receipt by Fortis Benefits of
this amount is not prior to the next Monthly Anniversary. Any Grace Period under
the Policy will end on the date otherwise provided in the Policy, but in no
event earlier than the Monthly Anniversary following lapse of the Guaranteed
Death Benefit. Once the Guaranteed Death Benefit terminates, it may not be
reinstated.

MINIMUM PREMIUMS. For the 10 year and 20 year guarantee periods the monthly
Minimum Premium with respect to a Policy or benefit change generally is the
estimated monthly premium payment which would keep the Policy (or benefit
change) in force for 20 years based on (1) the insureds' then-current Ages, sex,
and smoking habits and (2) reasonable assumptions for interest, costs of
insurance, and other charges. If the guarantee period to Age 85 of the younger
insured is selected, the monthly Minimum Premium will be one that is sufficient
to keep the Policy in force for the extended guarantee period provided for by
the rider, based on the assumptions set out above. However, in the event the
premium requirements for the selected period are not met, the rider will stay in
force for the shortest guarantee period, i.e. 10 years, so long as the premium
requirements for that shortest guarantee period continue to be met. If the
younger insured is Age 65 or over at issue, the monthly Minimum Premium will be
one that is sufficient to keep the Policy in force for 10 years. For insureds
rated for higher mortality, it will be reduced to one that is sufficient to keep
the Policy in force for five years. The smallest monthly Minimum Premium for a
Policy without substandard risks or optional riders is $25. Fortis Benefits
reserves the right to change the monthly Minimum Premium, although any such
change would affect only subsequent increases in the monthly Minimum Premium due
to changes in benefits.

Starting with the Monthly Anniversary when any Face Amount increase requested by
the Policy owner becomes effective, the monthly Minimum Premium will include an
additional amount attributable to the increase above the Face Amount on which
the previous monthly Minimum Premium was computed.

Starting with the Monthly Anniversary when any Face Amount decrease requested by
the Policy owner becomes effective, the monthly Minimum Premium will be reduced
by an amount attributable to the decrease below the Face Amount on which the
previous monthly Minimum Premium was computed. (The Monthly Minimum Premium will
not be reduced for any prior periods and is still subject to a $25 minimum,
however.) If there have been no Face Amount increases, the decrease in any
subsequent monthly Minimum Premium will be recalculated based on the new
decreased Face Amount. If there have been any Face Amount increases, the
decrease will be deemed to reduce the most recent increase first.

The initial monthly Minimum Premium that must be paid to ensure the availability
of the Guaranteed Death Benefit Rider is set forth in the Policy schedule
included in the Policy. Any increased or decreased monthly Minimum Premium for
these purposes will be set forth in a Policy schedule amendment delivered to the
Policy owner following the change. Except as otherwise discussed below, the
monthly Minimum Premium for the Face Amount or any Face Amount change will
include an amount necessary to support certain substandard rate class charges
and any optional insurance benefits pursuant to Policy riders. Accordingly, in
such cases any increase or decrease in optional benefits provided by rider will
result in a higher or lower monthly Minimum Premium. For this purpose, the
amount of additional monthly Minimum Premium attributable to an increase in
benefits will be based on the most recent rate class if an insured's rate class
has worsened. On the other hand, the monthly Minimum Premium will be reduced
starting with the first Monthly Anniversary after Fortis Benefits approves any
new rate class for an insured which is more favorable than that on which the
previous monthly Minimum Premium was based.

POLICY LAPSE AND REINSTATEMENT

LAPSE. A Policy may lapse if the Net Cash Value on any Monthly Anniversary is
insufficient to pay the Monthly Deduction. The "Net Cash Value" is the Policy
Value less any outstanding Policy loan, plus any loan interest paid for future
periods. Fortis Benefits will notify the Policy owner and any assignee of record
of any Net Cash Value shortfall unless the Guaranteed Death Benefit Rider is in
effect. If the Guaranteed Death Benefit Rider is in effect, we will still send
the notification if the Minimum Premium payment requirement has not been met.
See "Guaranteed Death Benefit" under "Payment and Allocation of
Premiums--Premiums," above. The Policy owner will have a Grace Period of 61 days
to make a premium payment sufficient to cover at least the amount of such
shortfall, plus any additional Monthly Deductions until the end of the Grace
Period. Failure to make a sufficient payment within the Grace Period will result
in termination of the Policy, with no remaining Surrender Value, except to the
extent otherwise provided pursuant to the Guaranteed Death Benefit Rider.

If the Surviving Insured dies during the Grace Period, the insurance proceeds
payable will be the Death Benefit in effect immediately prior to entering the
Grace Period, but any due and unpaid Monthly Deductions will be deducted from
the proceeds.

REINSTATEMENT. A lapsed Policy may be reinstated at any time within five years
after the end of the Grace Period while both joint insureds are alive (or if the
Policy lapsed after the first death, while the surviving insured is alive) and
before the maturity date by submitting the following items to Fortis Benefits:
(1) a written application for reinstatement; (2) evidence of insurability
satisfactory to Fortis Benefits; (3) a premium that, net of any premium charges
that Fortis Benefits may in the future deduct from premiums, at least equals the
sum of (a) an amount necessary to keep the Policy in force for at least the two
Policy months commencing with the effective date of reinstatement, which
consists of two Monthly Deductions and any increase in the Surrender Charge
attributable to such premium, and (b) the balance needed to cover any due and
unpaid Monthly Deductions through the end of the Grace Period.

Any Policy loan on the date of termination will be automatically canceled
(except in jurisdictions where such cancellation is not permitted) and in that
case need not otherwise be repaid or reinstated. The amount of Policy Value on
the date of reinstatement will be equal to the premium paid at reinstatement,
less any premium charge deducted from premiums, less the first Monthly Deduction
paid in accordance

19
<PAGE>
with (a) above, and less the amounts paid in accordance with (b) above. This
Policy Value will be allocated according to the Policy owner's most recent
allocation designation. If the Policy loan must be reinstated, the Policy Value
will be increased by the amount of the loan, and that portion of the Policy
Value will be held in the General Account and credited with interest at a rate
of 4% per annum.

The date of reinstatement will be the first Monthly Anniversary on or following
approval of the application for reinstatement. The Guaranteed Death Benefit
Rider will not be reinstated. Following reinstatement, the Surrender Charge will
be reinstated and will be calculated using the original Policy Date and Face
Amount increase dates as appropriate. See "Charges and Deductions--Premium Tax
and Sales Charges; Policy Issuance Expense Charges." The Policy Issuance Expense
Charges will also be reinstated. However, credit will be given for the time
period prior to the Policy's lapse.

CHARGES AND DEDUCTIONS

PREMIUM TAX AND SALES CHARGES

PREMIUM TAX CHARGES. Premium tax charges are not deducted from premium payments.
This allows more of each premium payment to be put to work earning a return for
the Policy owner. Currently, a premium tax charge in the amount of 2.2% of all
premium payments is assessed through monthly and daily deductions from Policy
Value, as described below. Any portion of such amount that is not recovered by
Fortis Benefits pursuant to the monthly and daily deductions may be deducted as
part of the Surrender Charge discussed below. The charge for premium taxes is to
reimburse Fortis Benefits for taxes on premiums and similar assessments that are
imposed by most, but not all, state and local governmental entities at various
rates. The charge for premium taxes is imposed on all Policies even though there
may be no premium tax assessed by the jurisdiction in which the Policy is
purchased. Rather, the current rate at which the charge is imposed is an average
rate that Fortis Benefits estimates will be paid on premiums in all
jurisdictions. In order to more fully reimburse itself for premium taxes or
similar charges that it has paid or expects to pay, Fortis Benefits reserves the
right to raise the current premium tax charge assessed through periodic
deductions to 3.0%. Fortis Benefits also reserves the right to assess a charge
for premium taxes directly from premiums to a maximum of 2.5%, in which case the
amount of premium tax charges recoverable through the periodic deductions
therefor would be reduced by at least a corresponding amount. Fortis Benefits
also reserves the right to impose charges for other taxes that may be payable
and are attributable to the policies.

SALES CHARGES. A sales charge in the amount of 9% of all premium payments is
also assessed through the monthly and daily deductions from Policy Value. Any
amount of this sales charge that is not recovered by Fortis Benefits through
these deductions may be deducted as a Contingent Deferred Sales Charge that is
included as part of the Surrender Charge. It is not possible to state how long
it would take for the full sales charge to be recovered through these
deductions. First, the cumulative sales charge will increase with each new
premium payment, and the Policy owner has considerable flexibility to vary the
amount and timing of premium payments. Second, the actual dollar amount of the
daily deduction to recover the sales charge depends on a number of factors that
will differ for each Policy, including the amount of premium payments made, the
performance of the investment options the Policy owner chooses, the amount and
timing of Premium Based Bonuses and Policy Value Bonuses or loans and loan
repayments, and the Age, sex and rate class of the insureds.

Fortis Benefits reserves the right to deduct sales charges from premium
payments, up to a maximum of 5%, in which case the amount of premium tax charges
recoverable through the periodic deductions therefor would be reduced by at
least a corresponding amount. The sales charges under the Policies help to
defray sales expenses, including sales commissions and the cost of prospectuses,
other sales material and advertising. The amount of sales charges deducted in
any year, however, cannot be specifically related to actual sales expenses for
that year. Fortis Benefits does not expect to recover all of its sales expenses
from the sales charges. The balance will be recovered from other sources,
including any profits attributable to cost of insurance and mortality and
expense risk charges under the Policies and Fortis Benefits' general assets and
surplus.

The aggregate monthly deduction for premium tax and sales charges totals is
$4.00 per policy (as part of the Monthly Deduction referred to below), and the
daily deduction for these purposes is at an annual rate of .35% of the value of
the Policy's net assets in the Separate Account. These monthly and daily
deductions, however, will be waived to the extent that the cumulative amount of
all such deductions and premium charges would exceed the current charge of 11.2%
of all premium payments made to date (or 12% if the premium tax charge were
increased to its 3% maximum). Any daily deductions after the nineteenth policy
year for sales charges and premium taxes would be substantially offset, assuming
that Fortis Benefits implements the full Policy Value Bonus in the 20th Policy
year, as currently planned. See "Policy Benefits--Premium Based Bonuses and
Policy Value Bonuses."

Any amount of premium tax charges and sales charges not recovered through the
monthly or daily deductions and premium charges are deducted, if at all, ONLY as
part of the Surrender Charge discussed below. The Surrender Charge (1) is
imposed only in the event the Policy lapses or is surrendered in full before the
tenth Policy Anniversary and (2) is subject to an overall upper limit or "cap"
that decreases over time. Accordingly, Fortis Benefits' method of imposing
premium tax charges and sales charges under the Policies in many cases will
result in substantially less than the full amount of such charges being imposed.

POLICY ISSUANCE EXPENSE CHARGE

POLICY ISSUANCE EXPENSE CHARGES. A monthly policy issuance expense charge at the
rates set out below will be deducted as part of the Monthly Deduction for the
first ten Policy Years following issuance of the Policy:

<TABLE>
<CAPTION>
MONTHLY RATE
PER $1,000 OF
FACE AMOUNT
-----------------
<S> <C>
Band 1.......................... .10
Band 2.......................... .08
Band 3.......................... .05
Band 4.......................... .03
</TABLE>

20
<PAGE>
This charge also will be imposed for ten years following any requested Face
Amount increase, the additional "per thousand" charge being based on the dollar
amount of the increase and the Policy's size band immediately following the
increase. If the Policy is surrendered or lapses within ten years after issuance
or a Face Amount increase, all or part of the remaining Policy issuance expense
charge for such ten year period will be deducted as part of the Surrender
Charge.

This charge is designed primarily to compensate Fortis Benefits for underwriting
and other start-up expenses incurred in connection with issuing the Policy or
Face Amount increase. Such expenses include the cost of processing applications,
conducting medical examinations, determining insurability and the insureds' risk
class, and establishing Policy records (including computer set up costs).

SURRENDER CHARGE.

SURRENDER CHARGE. A Surrender Charge may be assessed on lapse or full surrender
of a Policy before the tenth Policy Anniversary (or the tenth anniversary of a
Face Amount increase requested by the Policy owner). The Surrender Charge is (1)
any amount of the Policy issuance expense charge discussed above that has not
yet been recovered plus (2) any portion of the premium tax charge and the sales
charge referred to above that has not yet been collected through the monthly and
daily deductions therefor or through any deductions from premiums that Fortis
Benefits may make in the future for these purposes.

The entire Surrender Charge is subject to an overall upper limit or "cap" as set
forth in the table below. The table below also shows the amount by which the
overall cap is increased by a Face Amount increase requested by the Policy
owner. The overall cap (and each amount of increase therein) also decreases at a
constant rate on the first and each subsequent Policy Anniversary (or increase
anniversary, as the case may be) until it reaches zero on the tenth Policy
Anniversary (or increase anniversary). Accordingly, there will be no Surrender
Charge on surrenders or lapses as of the later of the tenth Policy Anniversary
or the tenth anniversary of any Face Amount increase.

<TABLE>
<CAPTION>
ADJUSTED OVERALL "CAP" ON
AGE AT TIME OF SURRENDER CHARGE
POLICY ISSUANCE OR (PER THOUSAND DOLLARS
FACE AMOUNT OF FACE AMOUNT OR
INCREASE FACE AMOUNT INCREASE)
- ------------------- -----------------------
<S> <C>
18 - 24 1.90
25 - 29 3.30
30 - 34 4.50
35 - 39 6.00
40 - 44 8.25
45 - 49 10.75
50 - 54 14.25
55 - 59 19.00
60 - 64 25.20
65 - 69 33.60
70 - 85 41.00
</TABLE>

The Adjusted Age, for purposes of calculating the surrender charge cap, is the
Age of the younger insured plus 1/3 of the lesser of (a) the difference in Age
between the younger and older insured or (b) 20. If both insureds are over Age
80, the "cap" per thousand is $33.

No Surrender Charge is deducted upon a partial withdrawal of Policy Value or a
Face Amount decrease. However, when a Policy owner requests a Face Amount
decrease (or a partial withdrawal that results in a Face Amount decrease), a
portion of the overall "cap" referred to above may be reduced. For this purpose,
the most recent Face Amount increases are deemed to be cancelled first.

It is not possible to state, as a general matter, what the Surrender Charge will
be as a percentage of premiums paid. This is because the components of the
Surrender Charge vary based on factors other than the amount of premiums paid.
For example, the amount of the premium tax and sales charge that remains
uncollected at the time of surrender or lapse depends on such factors as the
period of time the Policy has been in force, the performance of the investment
options the Policy owner chooses, the amount and timing of any Premium Based
Bonuses, Policy Value Bonuses or loans and loan repayments, and the Age, sex,
and rate class of the insureds. Also, the overall Surrender Charge "cap"
referred to above is not based on the amount of premiums paid, but on the
Policy's Face Amount and the number of years since the Policy was issued.

MONTHLY DEDUCTION FROM POLICY VALUE

The Monthly Deduction from Policy Value includes (1) the monthly charges
described above under "Premium Tax and Sales Charges," (2) policy issuance
expense charges discussed above, (3) the cost of insurance charge, (4) certain
monthly administrative expense charges, and (5) the charge for optional
insurance benefits added by rider (see Appendix A--"Optional Insurance
Benefits"). The cost of insurance charges and monthly administrative expense
charges, are discussed separately in the paragraphs that follow. After the tenth
Policy year, the Monthly Deduction under a Policy as to which the guaranteed
Death Benefit continues in effect will also include a charge for that benefit in
most cases. This charge is described under "Guaranteed Death Benefit."

The Monthly Deduction will be deducted as of each Monthly Anniversary commencing
with the Policy Date. The Monthly Deduction will be allocated among the General
Account and each Subaccount of the Separate Account selected by the Policy
owner. If no such selection is made, or if there are insufficient funds in the
selected subaccounts, then the allocation will be made in the proportion that
the Policy Value in the General Account (excluding the amount of any General
Account Policy Value attributable to Policy loans) and the Policy Value in each
Subaccount, respectively, bear to the Policy's total Policy Value (excluding the
amount of any General Account Policy Value attributable to Policy Loans) as of
the date of the transaction (that is, on a "Pro Rata Basis").

If a Monthly Deduction is not made because of insufficient Policy Value, and if
the Policy nevertheless does not lapse, the undeducted amount will be deducted
on receipt of any subsequent premium payment.

COST OF INSURANCE. Because the cost of insurance depends upon a number of
variables, it can vary from month to month. Fortis Benefits will determine the
monthly cost of insurance charge by multiplying the applicable cost of insurance
rate or rates by the Net Amount at Risk for each Policy month. The Net Amount at
Risk for a Policy month is

21
<PAGE>
(1) the death benefit, divided by 1.00327374, at the beginning of the Policy
month, less (2) the Policy Value at the beginning of the Policy month.
Additional amounts may be charged if the rate class is less favorable than
standard.

After the later of twenty years from issue or attained age 65 of the younger
insured, the cost of insurance charges will be calculated using an Adjusted Net
Amount at Risk. The Adjusted Net Amount at Risk is the lesser of (a) the Net
Amount at Risk or (b) a percentage of the remaining initial Face Amount of the
Policy. The percentage is 70% at attained age 65 of the younger insured and
grades down linearly to 50% at attained age 85 of the younger insured.

Cost of insurance charges for Face Amount increases will be calculated
separately using the same method described above.

If two Policies are otherwise identical, a Option A Policy will have a lower
death benefit, higher Policy Value, and lower cost of insurance charges than a
Option B Policy. Since the death benefit payable under Option A remains constant
while the death benefit payable under Option B varies with the Policy Value,
Policy Value increases will generally reduce the Net Amount at Risk under Option
A but not under Option B. If the Net Amount at Risk is greater, the cost of
insurance will be greater. If the Alternative Death Benefit is in effect (see
"Policy Benefits--Death Benefit Options"), the cost of insurance will vary
directly with the Policy Value under both death benefit options. While both
joint insureds are alive, the Alternative Death Benefit multiple is determined
based on the younger insured's Age.

Cost of insurance rates are based on the Issue Age, sex, duration and rate class
of each joint insured. The actual monthly cost of insurance deductions will be
based on Fortis Benefits' expectations as to future experience, and generally
increase each year as the Ages of the insureds increase. They will not, however,
be greater than the guaranteed cost of insurance rates set forth in the Policy.
The maximum cost of insurance rates for standard risk insureds will not exceed
the rates calculated from certain of the 1980 Commissioners Standard Ordinary
Mortality Tables and the sex, Age and rate class of each joint insured. The rate
class of each joint insured will affect the cost of insurance rate. These tables
set forth different mortality estimates for males and females and for smokers
and non-smokers. The maximum cost of insurance rates for a table-rated
substandard insured are based on a multiple (shown on the Policy schedule page)
of the above rates. Additional level amounts per thousand dollars of Face Amount
are charged if a substandard insured is assigned a flat extra rating.

Any change in the cost of insurance rates or charges will apply to all insureds
of the same Age, sex, duration and rate class.

Cost of insurance rates that differ as between male and female insureds are not
permitted under current law in Montana, and perhaps other states or in
connection with certain employee benefit arrangements. Employers should
therefore seek legal advice as to any questions they may have in this regard. To
the extent legally necessary, Fortis Benefits may make available gender-neutral
cost of insurance rates, and affected purchasers should inquire of their sales
representative whether these are currently available in their states. The
gender-neutral rates will be higher than those otherwise applicable to females
and lower than those otherwise applicable to males. Where gender-neutral rates
are required, Minimum Premiums also will be gender-neutral.

RATE CLASS. Fortis Benefits currently places insureds into one of several rate
classes depending on the mortality risk. Fortis Benefits has both smoker and
non-smoker rate classes. For an otherwise identical Policy, insureds in a
non-smoker rate class will have a lower cost of insurance than those in a smoker
rate class.

If a Policy owner requests a Face Amount increase at a time when either insured
is in a less favorable rate class than previously, a higher cost of insurance
deduction will apply to that portion of the Net Amount at Risk attributable to
the increase. (This does not apply to Face Amount increases resulting
automatically from a change from Death Benefit Option B to Option A, as
described under "Policy Benefits--Change in Death Benefit Option.") When the
Alternative Death Benefit is in effect, the Net Amount at Risk can exceed the
Policy's Face Amount, in which case the rate used for such excess approximately
equals the blended rate for the other portion of the Net Amount at Risk. If an
insured's rate class improves, the lower cost of insurance deduction will apply
to the entire Net Amount at Risk, commencing on the Monthly Anniversary on or
after Fortis Benefits approves the new rate class.

A Policy owner may request a change in smoking status. The change will be
allowed only if the insured would not otherwise be in a less favorable rate
class. Any change from smoker to non-smoker rate class will take effect on the
next Monthly Anniversary, and the resulting rates for the coverage under the
base policy will be applicable for the previous 12 months from the effective
date of the change.

For purposes of determining the cost of insurance charge, any decrease in the
Face Amount will reduce the Face Amount in the following order: (1) the Face
Amount provided by the most recent increase; (2) the next most recent increases
successively; and (3) the Face Amount when the Policy was issued.

MONTHLY ADMINISTRATIVE EXPENSE CHARGES. A monthly administrative charge of $6.00
per Policy will be deducted from Policy Value as part of the Monthly Deduction
for each Policy Month. Fortis Benefits reserves the right to change this
administrative charge, but it will never exceed $7.50 per month. Fortis Benefits
also reserves the right to impose an additional monthly administrative expense
charge of up to $.13 per thousand dollars of Face Amount then in force. These
charges compensate Fortis Benefits for expenses incurred in administering the
Policy.

Fortis Benefits does not expect its revenues from the monthly administrative
expense charges to exceed its costs and expenses in administering the Policies.

CHARGE FOR MORTALITY AND EXPENSE RISKS

A daily charge is made for mortality and expense risks assumed by Fortis
Benefits. The charge is at an annual rate of 1.00% of the average daily value of
the net assets in the Separate Account that are attributable to the Policies.

22
<PAGE>
The mortality risk assumed is that the insureds may live for a shorter period of
time than estimated. It also covers the risks underlying the first ten years of
the Guaranteed Death Benefit Rider and the Policy Split Option. See
"Premium--Guaranteed Death Benefits" and "Policy Split Option." The expense risk
assumed is that expenses incurred in issuing and administering the Policies will
be greater than estimated. Fortis Benefits will realize a gain if the charges
under the Policies prove to be more than sufficient to cover the actual costs of
its mortality and expense commitments. If the charges are not sufficient, the
loss will fall on Fortis Benefits.

MISCELLANEOUS

As discussed under "Payment and Allocation of Premiums--Allocation of Premiums
and Policy Value" and "Surrender and Partial Withdrawal," Fortis Benefits
reserves the right to impose charges to defray its administrative expenses in
effecting transfers of Policy Value and partial withdrawals. Fortis Benefits
currently has no plans to impose any such charges, which in any event would not
be designed to yield revenues to Fortis Benefits in excess of its costs of
effecting such transactions. Neither these charges nor any additional charges
referred to above under "Policy Issuance Expense Charge" and "Monthly Deduction
from Policy Value--Monthly Administrative Expense Charges" will be imposed if
such revenues, together with Fortis Benefits' revenues from all other
administrative and expense charges under the Policies, are expected to exceed
Fortis Benefits' total costs of issuing and administering the Policies.

CHARGE FOR INCOME TAXES. Currently, no charge is made against the Separate
Account for income taxes deemed attributable to the Policies. However, Fortis
Benefits may decide to make such a charge in the future.

GUARANTEE OF CERTAIN CHARGES

Fortis Benefits guarantees, and may not increase, the monthly and daily charges
for sales expenses and premium taxes; the charges for the guaranteed death
benefit; the maximum rates for premium tax and sales charges deducted through
such periodic charges; the maximum Surrender Charge rates; the maximum monthly
administrative expense charges; the rate of the charge to cover the costs of
issuing a Policy or a Face Amount increase; the charge against the Separate
Account for mortality and expense risks with respect to the Policies; the
maximum cost of insurance rates; and the maximum amount of any charges for
transfers or partial withdrawals of Policy Value. Fortis Benefits reserves the
right to change the monthly Minimum Premium. Any such change will affect only
subsequent increases in the monthly Minimum Premium due to changes in benefits.
Fortis Benefits also reserves the right to deduct premium taxes and sales
charges from premium payments, subject to guaranteed maximums that may not be
increased. Sales charges from periodic and premium deductions will not exceed 9%
of premiums.

LOAN PRIVILEGES

The Policy owner may borrow money from Fortis Benefits using the Policy as the
only security for the loan.

The maximum amount that may be borrowed at any time is 90% of the difference
between the Policy Value and the amount of any Surrender Charge then in effect.
After the later of 10 years from the issue date or the younger insured's Age 70,
it is 100% of such difference. In Texas, the Policy owner may also borrow up to
100% of the Policy Value in the General Account, less a pro-rata portion of the
Surrender Charge. Fortis Benefits will allocate a Policy loan among the General
Account and the Subaccounts of the Separate Account selected by the Policy
owner. If no selection is made then the allocation will be on a Pro Rata Basis.

RATE CHARGED ON POLICY LOANS

Except as noted below, interest on Policy loans is charged at an effective
annual rate of 5.66% per year, payable annually in advance. If not paid when
due, loan interest at the same rate will be added to the loan. An amount equal
to the loan interest accrued to the end of the year will be taken from the
General Account and the Subaccounts on the same basis that the Monthly
Deductions are allocated, and transferred to the General Account.

Fortis Benefits will charge interest at a reduced effective annual rate of 3.85%
per year, payable in advance, if the Policy owner meets certain requirements.
Qualifying Policy owners may be charged the reduced interest rate on one Policy
loan in each Policy year of up to 10% of the Surrender Value as of the date of
the loan, provided that the generally applicable limitations on the overall
amount of Policy loans (described above) are not exceeded. A Policy owner
qualifies for this reduced interest rate if (1) the Policy is in the third or
subsequent Policy year and the Surrender Value is at least $10,000, or (2) in
any event, after the policy has been in force for at least 10 years. The 10%
limitation of such loans is increased to 15% of the Surrender Value for loans
obtained in Policy years in which the insured is age 59 1/2 or older.

CREDITED RATE FOR POLICY LOANS

As of the Date of Receipt at Fortis Benefits' Home Office of the loan request
form and assignment of the Policy for security, Policy Value equal to the
portion of the Policy loan allocated to each Subaccount will be transferred from
such Subaccount to the General Account. This amount, plus the portion of the
Policy loan allocable to Policy Value already being held in the General Account,
will be credited with interest at an effective rate of 4% per annum.

NO INTEREST IN ADDITION TO THAT REFERRED TO ABOVE WILL BE CREDITED TO LOANED
POLICY VALUES NOR WILL POLICY VALUES IN THE GENERAL ACCOUNT PARTICIPATE IN ANY
INVESTMENT EXPERIENCE APPLICABLE TO THE SEPARATE ACCOUNT.

EFFECT OF A POLICY LOAN

A loan, whether or not repaid, will have a permanent effect on Policy Value, to
the extent that the investment results of the Subaccounts differ from the
interest rate credited to loaned amounts. A loan may also have a permanent
effect on the amount of Premium Based Bonuses and Policy Value Bonuses paid; and
on the death benefit, since a Option B benefit varies with the Policy Value and
a Option A benefit may have resulted in an Alternative Death Benefit coming into
effect if no loans were made. A loan may also cause the termination of the
Guaranteed Death Benefit Rider.

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A loan may also cause the Policy to lapse if projected earnings are not
achieved. Adverse tax consequences may result if the Policy lapses, matures or
is surrendered with loans outstanding. For Policies that are not modified
endowment contracts, loans will be treated as ordinary income to the extent of
the gain upon lapse, surrender or maturity. For Policies which are modified
endowment contracts, loans are taxable distributions when taken. See "Federal
Tax Matters--Taxation of Policy Benefits."

The loaned Policy Value on any Valuation Date will be the amount of the
outstanding loan plus any interest credited on loaned Policy Value which has not
yet been reallocated to the unloaned portion of the General Account or to the
Subaccounts of the Separate Account as of the Valuation Date. Interest credited
to loaned Policy Values will be reallocated upon each Policy Anniversary on the
same basis that the Monthly Deductions are allocated. Interest credited will
also be reallocated upon full repayment of the loan in the same manner as the
repayment is allocated.

REPAYMENT OF A LOAN

Indebtedness may be repaid in whole or in part any time before the Maturity Date
while the surviving insured is living. As of the Date of Receipt of the
repayment, unless the Policy owner specifies otherwise, loaned Policy Value
equal to the amount of the repayment will be reallocated among the unloaned
portion of the General Account and the Subaccounts of the Separate Account in
the same proportion as premiums are then being allocated to those accounts. The
Policy owner must designate whether a payment is intended as a loan payment or
as a premium payment. Any payment for which no designation is made will be
treated as a premium payment.

SURRENDER AND PARTIAL WITHDRAWAL

Full surrender of the Policy for the Surrender Value may be made at any time
while the Policy is in effect. A Surrender Charge will be deducted from the
Policy Value on any full surrender within ten years after the Policy Date. An
additional amount of Surrender Charge may also be deducted on any full surrender
within ten years after the date of any Face Amount increase above the amount on
which such charge was previously calculated. See "Surrender Charge" under
"Charges and Deductions--Premium Tax and Sales Charges." (This does not apply to
a Face Amount increase occurring automatically upon a change from a Option B to
a Option A death benefit.)

Partial withdrawals of Surrender Value may be made once each Policy year after
the first Policy year during the Surviving Insured's lifetime. The amount
withdrawn will be deducted from the General Account and the Subaccounts of the
Separate Account as selected by the Policy owner. If no selection is made then
the amount will be withdrawn on a Pro Rata Basis. Fortis Benefits reserves the
right to deduct a withdrawal charge from the proceeds of partial withdrawals,
although it has no current plans to do so. Any such charge would not be imposed
on a full surrender, would not be designed to yield a profit to Fortis Benefits,
and would not exceed $25 per withdrawal (or, if less, 2% of the amount
withdrawn).

When Death Benefit Option A is in effect, any partial withdrawal will reduce the
Face Amount and thus the death benefit, by the amount withdrawn. Such an
automatic reduction in Face Amount does not result in any change in the monthly
Minimum Premium, but may result in a distribution (as a further partial
withdrawal) of any additional amount necessary to comply with the maximum
premium limitation under Section 7702 of the Code. See "Payment and Allocation
of Premiums--Premiums."

When Death Benefit Option B is in effect, the amount withdrawn will not reduce
the Face Amount. However, the death benefit will be reduced by the amount
withdrawn, because Policy Value is reduced by the amount withdrawn. Under either
Option A or Option B, when the Alternative Death Benefit is in effect, a partial
withdrawal will reduce the death benefit by a greater amount than otherwise
would be the case.

A partial withdrawal may also cause the termination of any Guaranteed Death
Benefit Rider or reduce the amount of any Premium Based Bonuses and Policy Value
Bonuses.

A Policy owner will not be permitted to make any partial withdrawal that would
reduce the Face Amount of the Policy below the minimum Face Amount of $100,000.
If a request for a partial withdrawal is received that would reduce the Face
Amount below the minimum, Fortis Benefits will not implement the partial
withdrawal request, but will contact the Policy owner as to whether the request
should be disregarded, reduced to a smaller amount or changed to a request for a
full surrender.

Surrenders or partial withdrawals are made by sending a written request on
Fortis Benefits' form to its Home Office, together with the Policy, in the case
of total surrender. See "Summary--How to Exercise Your Rights Under a Policy."
The surrender or withdrawal, and any related automatic Face Amount reduction,
will be effective as of the Date of Receipt by Fortis Benefits of the request on
its form and, if required, the Policy.

RIGHTS RESERVED BY FORTIS BENEFITS

Fortis Benefits reserves the right to make certain changes if, in its judgement,
they would best serve the interests of the Policy owners or would be appropriate
in carrying out the purposes of the Policies. Any changes will be made only to
the extent and in the manner permitted by applicable laws. Also, when required
by law, Fortis Benefits will obtain Policy owner approval of the changes and
approval from any appropriate regulatory authority. Such approval may not be
required in all cases, however. Examples of the changes Fortis Benefits may make
include:

- To operate the Separate Account in any form permitted under the 1940 Act
or in any other form permitted by law.

- To take any action necessary to comply with or obtain and continue any
exemptions from the 1940 Act or otherwise to comply with laws, rules,
regulations, interpretations, holdings, order or rulings which necessarily
or appropriately must be complied with for the Policies to serve their
intended purposes.

- To transfer or limit any assets in any Subaccount to another Subaccount,
or to one or more separate accounts, or to the General Account; or to add,
combine or remove Subaccounts in the Separate Account.

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<PAGE>
- To substitute, for the Portfolio shares held in any Subaccount, the shares
of another Portfolio of Fortis Series or the shares of another investment
company or any other investment permitted by law.

- To make any other necessary technical changes in the Policy in order to
conform with any action the above provisions permit Fortis Benefits to
take, including to change the way Fortis Benefits assesses charges, but
without increasing as to any then outstanding Policy the aggregate amount
of the types of charges which Fortis Benefits has guaranteed. See "Charges
and Deductions--Guarantee of Certain Charges."

If any Portfolio materially changes its investment policy, a Policy owner will
have sixty days after receiving notice of the change in which he or she may
transfer all of the Policy Value to the General Account, as described under
"Payment and Allocation of Premiums--Allocation of Premiums and Policy Value."

PAYMENT AND DEFERMENT

With respect to amounts in the Subaccounts of the Separate Account, payment of
the maturity proceeds, death benefit, accelerated death benefit, all or a
portion of the Surrender Value or a loan will ordinarily be made within five
days after the Date of Receipt of all documents required for such payment. Also,
death benefit payments will be made only after all state insurance law
requirements (including receipt of any required tax waiver) are satisfied.

However, Fortis Benefits may defer the determination, application or payment of
any death benefit, accelerated death benefit, loan, partial withdrawal,
surrender or any transfer of Policy Value for any period during which the New
York Stock Exchange is closed (other than customary weekend and holiday
closings), for any period during which any emergency exists as a result of which
it is not reasonably practicable for Fortis Benefits to determine the investment
experience for a Policy, or for such other periods as the Securities and
Exchange Commission may by order permit for the protection of Policy owners.

As with traditional life insurance, Fortis Benefits may delay payment of the
entire insurance proceeds or other Policy benefits if entitlement to payment is
being questioned. Fortis Benefits may also defer the payment of any amount
attributable to a premium payment made by check to allow the check reasonable
time to clear. To the extent permitted under the Policies and applicable state
insurance laws, Fortis Benefits may also defer payment of Policy loans, partial
withdrawals or other proceeds payable out of the General Account for a period of
up to 6 months, although no such deferrals will be made of amounts to be used to
pay premiums on insurance policies issued by Fortis Benefits.

DISTRIBUTION OF THE POLICIES

The Policies will be sold by individuals who, in addition to being licensed by
state insurance authorities to sell the policies of Fortis Benefits, are also
registered representatives of Fortis Investors, Inc. ("Investors"), the
principal underwriter of the Policies, or registered representatives of other
broker-dealer firms or representatives of firms that are exempt from
broker-dealer regulation. Investors and any such other broker-dealer firms are
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 as broker-dealers and are members of the National
Association of Securities Dealers, Inc.

Commissions and other compensation are paid by Fortis Benefits to Investors
under a distribution agreement entered into by them as of January 1, 1994 and
amended September 30, 1995. As compensation for distributing the Policies,
Fortis Benefits pays Investors 90% of all premiums, regardless of when paid, up
to the first twelve monthly Minimum Premiums (and up to the amount of twelve
months' Minimum Premium attributable to Face Amount increases); and 4% of all
other premiums paid during the first six years after the Policy Date and 2% of
such excess premiums paid in Policy years seven through ten. Fortis Benefits
also pays Investors .25% of the unloaned Policy Value annually as a service fee
from the eleventh Policy year. Fortis Benefits also pays a general marketing
allowance to Fortis Investors equal to 20% of the first twelve monthly Minimum
Premiums, not to exceed an amount agreed to in advance by Fortis Benefits and
Fortis Investors ($3,741,000 in calendar year 1998 for all Variable Universal
Life Policies issued by Fortis Benefits). The Minimum Premiums for these
purposes are generally those used to determine availability of the Guaranteed
Death Benefit period to Age 85 of the younger insured, decreased by any term
conversion credit. Investors pays a selling allowance not in excess of those
amounts to other broker dealer firms or exempt firms who sell the Policies.
Fortis Benefits may, under certain flexible compensation arrangements, pay
Fortis Investors different selling allowances and service fees than as set forth
above, and Fortis Investors may in turn pay different selling allowances and
larger service fees to its registered representatives and other broker-dealer
firms than as set forth above. However, in such case, such flexible compensation
arrangements will have actuarially equivalent present values to the amounts of
the selling allowances and service fees set forth above. In many cases,
registered representatives, broker-dealers or exempt firms are eligible for
additional compensation, and general agents and managing general agents also
receive additional compensation, based on meeting certain production or
mortality experience standards. Commissions and other compensation do not,
however, represent a charge or deduction against Policies in addition to those
set forth under "Charges and Deductions." Such compensation for the Policies and
for all other variable universal life policies issued by Fortis Benefits totaled
$37,286,906 for 1997. Commissions with respect to premium payments which are
refunded are returned. The distribution agreement may be terminated by either
party upon 60 days' notice to the other.

Investors is a Minnesota corporation engaged primarily in the sale of investment
company securities. Investors is the principal underwriter for the following
registered investment companies (in addition to the Separate Account and Fortis
Series): Variable Account D of Fortis Benefits, First Fortis Life Insurance
Company's Separate Account A and Variable Account C, Fortis Advantage
Portfolios, Inc., Fortis Capital Fund, Inc., Fortis Growth Fund, Inc., Fortis
Fiduciary Fund, Inc., Fortis Tax-Free Portfolios, Inc., Fortis Money Fund, Inc.,
Fortis Income Portfolios, Inc., and Fortis Worldwide Portfolios, Inc. Investors'
address is 500 Bielenberg Drive, Woodbury, Minnesota, 55125.

Officers, directors, and employees of Fortis Benefits and Investors, together
with those of Fortis, Inc. and its other subsidiaries, are bonded pursuant to a
joint fidelity bond, in the amount of $5,000,000 per occurrence, in favor of
such companies.

FEDERAL TAX MATTERS

The following description is a brief summary of the tax rules, primarily related
to federal income and estate taxes, which in the opinion of Fortis Benefits are
currently in effect.

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The following discussion is intended to provide a general description of the
federal income tax considerations associated with the Policy. It does not
purport either to be complete or to cover all situations; this discussion is not
intended to be taken as tax advice. Consult a qualified tax adviser for more
complete information. This discussion is based upon Fortis Benefits'
understanding of the present federal income tax laws as they are currently
interpreted by the Internal Revenue Service. No representation is made as to the
likelihood of continuation of the present federal income tax laws or of the
current interpretation by the Internal Revenue Service.

TAX STATUS OF THE POLICY

Section 7702 of the Internal Revenue Code of 1986, as amended, (the "Code")
includes a definition of life insurance for federal income tax purposes. This
definition can be satisfied by complying with either of two tests set forth in
Section 7702. Although the secretary of the Treasury is authorized to prescribe
regulations interpreting the manner in which the tests under Section 7702 are to
be applied, such regulations have not been issued. In addition, the Technical
and Miscellaneous Revenue Act of 1988 (TAMRA) provides certain requirements
under Section 7702 of the Code for mortality and other expense charges of life
insurance contracts. The Treasury issued proposed regulations on mortality
charges in 1991. These proposed regulations, if finalized as proposed, would
provide stricter rules than now exist for policies covering more than one life.
In our view, the proposed rules would only apply to Policies issued after the
regulations are finalized, causing such Policies to generally require increased
levels of death benefits relative to Policy Value. However, there is continued
uncertainty in this regard.

If it is subsequently determined that a Policy does not satisfy Section 7702,
Fortis Benefits reserves the right to modify the Policy as appropriate, and to
the extent possible, to qualify it as a life insurance contract under Section
7702. If a Policy were determined not to be a life insurance contract for
Section 7702 purposes, such Policy would not provide any of the tax advantages
normally provided by a life policy.

Section 817(h) of the Code also authorizes the Secretary of the Treasury (the
"Treasury") to set standards by regulation or otherwise for investments of the
Separate Account to be "adequately diversified" in order for the Policy to be
treated as life insurance for federal tax purposes. The Separate Account,
through Fortis Series, intends to comply with the diversification requirements
prescribed in Regulations Section 1.817-5, which affect how the assets of Fortis
Series may be invested. Fortis Benefits believes that Fortis Series will be
operated in compliance with the requirements prescribed by the Treasury.

In connection with the issuance of the temporary regulations on diversification
requirements, the Treasury announced that such regulations do not provide
guidance concerning the extent to which Policy owners may direct their
investments to particular Subaccounts of the Separate Account. Additional
guidance may come from the Treasury in the future. In that case, the Treasury
might treat a Policy owner as the owner of assets of the Separate Account if a
Fortis Series Portfolio is too narrow in its investment strategy, even though it
technically meets the diversification requirements. It is not clear whether
Treasury's position, if promulgated, would be applied on a prospective basis
only. While Fortis Benefits believes that the investment strategies of the
Policy's Portfolios are sufficiently broad, it reserves the right to modify the
Policy as necessary to prevent the Policy owner from being considered the owner
of the assets of the Separate Account.

The following discussion assumes that the Policy will qualify as a life
insurance contract for federal income tax purposes.

TAXATION OF POLICY BENEFITS

IN GENERAL. Fortis Benefits believes that the proceeds and Policy Value
increases of a Policy should be treated in a manner consistent with a
fixed-benefit life insurance policy for federal income tax purposes. Thus, the
death benefit under the Policy should be excludable from the gross income of the
beneficiary under Section 101(a)(1) of the Code. The tax results are unclear if
the Policy is continued beyond the original maturity date. It is possible that
the Policy owner will be treated as being in constructive receipt of the Policy
surrender value after the original maturity date and subject to tax. Policy
owners should consult with their tax advisor before exercising the option to
extend the maturity date.

The exchange of the Policy for another life insurance policy, the payment of a
premium, a change in Face Amount or death benefit option, an accelerated death
benefit payment, a transfer or assignment of a Policy, a Policy loan, a lapse
with an outstanding indebtedness, a partial withdrawal or the surrender of a
Policy may have tax consequences depending on the circumstances. Federal estate
and state and local estate, inheritance and other tax consequences of ownership
or receipt of Policy proceeds depend upon the circumstances of each owner or
beneficiary.

If a Policy is part of a collateral assignment equity split dollar arrangement
with an employer, any increase in Policy Value may be taxable annually. This
type of arrangement involves premium advances by an employer which are secured
through a collateral assignment of the Policy. A tax advisor should be consulted
with respect to any type of split dollar arrangement involving the Policy.

Generally, the Policy owner will not be deemed to be in constructive receipt of
the Policy Value, including increments thereof, under the Policy until there is
a distribution. The tax consequences of a distribution from a Policy depend, in
part, on whether the Policy is classified as a "modified endowment contract"
under Section 7702A.

MODIFIED ENDOWMENT CONTRACTS. A Policy may be treated as a modified endowment
contract depending upon the amount of premiums paid for such Policy. The premium
limitation rules for determining whether a Policy will be treated as a modified
endowment contract are extremely complex. Moreover, due to the Policy's
flexibility, classification as a modified endowment contract will depend on the
circumstances of each Policy. Accordingly, a current or prospective Policy owner
is strongly advised to contact a competent tax adviser before purchasing a
Policy or paying a premium or making any other change in any existing Policy to
determine whether the Policy would be treated as a modified endowment contract.

DISTRIBUTIONS FROM MODIFIED ENDOWMENT CONTRACTS. Policies classified as modified
endowment contracts are subject to the following tax rules: First, all
distributions from such a Policy are treated as taxable

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up to an amount equal to the excess (if any) of the Policy Value immediately
before the distribution over the investment in the Policy (described below) at
such time. Second, loans taken from or secured by such a Policy, and assignments
as well as surrenders, withdrawals and benefits paid at maturity, are treated as
taxable distributions. Third, a 10% additional income tax is imposed on the
portion of any distribution or deemed distribution from such a Policy that is
included in income except where the distribution, loan, assignment or pledge is
made on or after the Policy owner attains age 59 1/2, is attributable to the
Policy owner becoming disabled, or is a part of a series of substantially equal
periodic payments for the life of the Policy owner or the joint lives of the
Policy owner and Policy owner's beneficiary.

DISTRIBUTIONS FROM POLICIES THAT ARE NOT MODIFIED ENDOWMENT CONTRACTS. The
distribution rules for Policies that are not modified endowment contracts are
the same as those that applied to all life insurance contracts before TAMRA was
enacted. Thus, distributions from Policies that are not classified as modified
endowment contracts are generally treated as first recovering the investment in
the Policy (see below) and then only after the return of all such investment in
the Policy as disbursing taxable income. An exception to this general rule
occurs in the case of a decrease in the Policy's death benefit or any other
change that reduces benefits under the Policy in the first 15 years after the
Policy is issued and that results in a cash distribution to the owner in order
for the Policy to continue complying with the Section 7702 definitional limits.
Such cash distribution will be taxed in whole or in part as ordinary income (to
the extent of any gain in the Policy) under rules prescribed in Section 7702.

Loans from Policies that are not modified endowment contracts are not treated as
distributions. Instead, such loans are treated as indebtedness of an owner.

In addition, upon a complete surrender or lapse of a Policy that is not a
modified endowment contract, or when benefits are paid at such a Policy's
maturity date, if the amount received plus the amount of indebtedness exceeds
the total investment in the Policy, the excess will generally be treated as
ordinary income.

Finally, neither distributions nor loans from Policies that are not modified
endowments are subject to the 10% additional income tax.

POLICY LOAN INTEREST. Generally, interest paid on any loan under a Policy which
is owned by an individual is not deductible. Prior to 1996 legislation, there
was an exemption to this general rule for Policies with loans of less than
$50,000 owned by a taxpayer and covering the life of any individual who is an
officer or is financially interested in the business carried on by that
taxpayer. The 1996 legislation eliminates the deductibility of interest paid
even on loans $50,000 and under, with respect to both new and previously issued
policies, subject to certain transistion rules.

INVESTMENT IN THE POLICY. Investment in the Policy means (i) the aggregate
amount of any premiums or other consideration paid for the Policy including the
amount of any loan received under the Policy to the extent that the loan is
included in the gross income of the Policy owner minus (ii) the aggregate amount
received under the Policy which was excluded from the gross income of the Policy
owner, except that the amount of any loan received under the policy which is
excluded from gross income shall be disregarded.

MULTIPLE CONTRACTS. Under TAMRA, all modified endowment contracts that are
issued by Fortis Benefits or its affiliates, to the same Policy owner during a
calendar year are treated as one modified endowment contract for purposes of
determining the amount includible in gross income under Section 72(e) of the
Code.

EXCHANGES. TAMRA also provides that a life insurance contract received in
exchange for a Policy classified as a modified endowment contract will also be
treated as a modified endowment contract. Accordingly, a Policy owner should
consult a tax adviser before effecting an exchange of a Policy.

TAXATION OF FORTIS BENEFITS

Fortis Benefits does not initially expect to incur any federal income tax upon
the earnings or capital gains attributable to the Separate Account. Based upon
these expectations, no charge is currently being made against the Separate
Account for federal income taxes which may be attributable to the Separate
Account. If, however, Fortis Benefits determines that it may incur such taxes,
it may assess a charge against the Separate Account for those taxes, which would
reduce a Policy's net investment return.

Under present laws, Fortis Benefits may incur state and local taxes (in addition
to premium taxes) in several states. At present, these taxes are not
significant. If they increase, however, Fortis Benefits may decide to make
charges for such taxes or provisions for such taxes against the Separate
Account.

OTHER POLICY PROVISIONS

OWNER. The owner of a Policy is the individual or entity named as such in the
application for the Policy. The owner is entitled to exercise all rights under a
Policy, including the right to name a new owner or a successor who would become
the Policy owner if the owner should die before the Surviving Insured dies.
Otherwise the owner's estate would become the owner.

BENEFICIARY. The beneficiary is the person or persons to whom the insurance
proceeds are payable upon the Surviving Insured's death. The owner may name a
contingent beneficiary to become the beneficiary if all the beneficiaries die
while the Surviving Insured is alive. If no beneficiary or contingent
beneficiary is alive when the Surviving Insured dies, the owner (or the owner's
estate) will be the beneficiary. While the Surviving Insured is alive, the owner
may change any beneficiary or contingent beneficiary.

COLLATERAL ASSIGNMENT. The owner may assign a Policy as collateral. Rights under
the Policy will be transferred to the extent of the assignee's interest. Fortis
Benefits is not bound by an assignment or release thereof, unless it is in
writing and is recorded at its Home Office. Fortis Benefits is not responsible
for the validity of any assignment or release thereof.

DATE OF RECEIPT. The Date of Receipt by Fortis Benefits of any payment or other
communication is the actual date it is received at Fortis Benefits' Home Office
in proper form unless received (1) after the close of the NYSE, or (2) on a date
which is not a Valuation Date. In either of these two cases, the Date of Receipt
will be deemed to be the next Valuation Date.

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DATE OF CERTAIN CHANGES. Changes in beneficiaries and successor owners and
assignments take effect as of the date the owner signed the change request,
subject to any actions taken by Fortis Benefits prior to the Date of Receipt of
written notice of the change in form satisfactory to Fortis Benefits or, in the
case of an assignment, recording by Fortis Benefits.

SUICIDE. The insurance proceeds will not be paid if either insured commits
suicide within two years (one year in Colorado and North Dakota) from the Policy
Date. Instead, Fortis Benefits will pay the beneficiary an amount equal to all
premiums paid for the Policy, without interest, less any outstanding Policy
loan, plus any loan interest paid for periods beyond the date of death, and less
any partial withdrawals. If either insured commits suicide more than two years
after the Policy Date but within two years (one year in Colorado and North
Dakota) from the effective date of any reinstatement or increase in Face Amount
requested by the Policy owner, Fortis Benefits' liability with respect to such
increase or reinstatement will be limited to the cost of insurance and "per
thousand" charges attributable to such increase or reinstatement since that
date. In states where it is required, the Policy owner is given the option to
have the Policy reissued as an individual policy on the Surviving Insured if the
first death is a suicide. The new policy will be on a form then available and
will have the same effective date as this Policy. This option is not available
if the Surviving Insured is considered uninsurable. Riders may be added if
Fortis Benefits agrees to issue such Riders.

AGE AND SEX. If either insured's Age or sex as stated in the application is not
correct, the death benefit under a Policy will be adjusted to reflect the amount
of insurance coverage which the most recent cost of insurance charges and
deductions for riders would have purchased at the correct Age and sex. As used
herein, "Age" is each insured's actual age on the most recent Policy
Anniversary.

INCONTESTABILITY. Fortis Benefits may contest the validity of a Policy, any Face
Amount increase, or any optional insurance benefit based on other misstatements
in the application therefor. However, any such statements will be considered
representations and not warranties. Fortis Benefits will not contest the
validity of a Policy after it has been in force during the lifetime of each
insured for two years from the Policy Date. Fortis Benefits will not contest the
validity of any optional insurance benefit, reinstatement or increase in Face
Amount after it has been in force during the lifetime of each insured for two
years from its effective date.

The Policy owner must notify Fortis Benefits of the death of the first joint
insured to die as soon as it is possible to do so. Failure to notify Fortis
Benefits of an insured's death will not prevent Fortis Benefits from contesting
the validity of the Policy should there be a basis upon which to do so.

OPTION TO EXTEND MATURITY DATE. This option is available as part of Policies
issued in a state that has approved the endorsement containing this provision.
This option allows the Policy owner to request a later maturity date, if the
Policy Value is at least $2,000. The Policy requires that the request must be in
writing and must be made within sixty days prior to the current maturity date.
However, by administrative practice Fortis Benefits will allow requests to be
made up to six months prior to such date.

If this option is exercised the Policy owner will not be permitted to 1) make
any further premium payments except if necessary to prevent lapse of the Policy
2) make any Face Amount or death benefit option changes or 3) make any partial
withdrawals that would reduce the Policy Value below $2,000.

Also, upon exercise of this option the following occurs as of the original
maturity date: 1) The Death Benefit becomes the Alternative Death Benefit (see
"Death Benefit Options--Alternative Death Benefit") 2) No further Premium Based
Bonuses are credited 3) All supplemental riders (including those in disability
status) except the Accelerated Benefit Rider terminate and 4) Any Policy loan
will be charged interest at an effective annual rate of 3.85% per year payable
in advance.

DIVIDENDS. The Policies are nonparticipating. This means that they are not
eligible for dividends and they do not participate in any distribution of Fortis
Benefits' surplus.

ADDITIONAL CREDITS FOR CERTAIN GROUPS. The credits described below will be made
under Policies owned by Fortis, Inc., its subsidiaries, any individual who at
the time of purchase is an officer, director, employee, retiree or sales
representative of any such company, any Fortis Series director, any director of
any of the other mutual funds managed by Fortis Advisers, Inc., or a spouse or
child under Age 21 of any such person, or a representative or employee of a
broker-dealer that has a selling agreement with Fortis Investors, Inc. No credit
will be made for any Policy for which sales compensation is paid. Additionally,
in Fortis Benefits' discretion, certain charges may also be reduced or waived
for these categories of persons.

Fortis Benefits will credit 40% of the first year Planned Periodic Premium (not
to exceed the Maximum Bonus Premium for that year) and 25% of the sum of such
premium in the second Policy year. The first credit, after deduction of any
premium tax that Fortis Benefits may determine in the future to impose on
premium payments, will be applied as if it were a premium payment received on
the date the Policy is released by Fortis Benefits to an active status in its
processing system. The second credit will be applied similarly on the first
Policy Anniversary. The premium returned upon exercise of the Policy owner's
right to cancel a Policy will not include the amount of any credit.

Additionally, for a Face Amount increase, Fortis Benefits will credit 40% of the
first year Planned Periodic Premium (not to exceed the Maximum Bonus Premium
attributable to the Face Amount increase) attributable to the increase on the
effective date of such Face Amount increase if the Policy owner is at that time
a member of the above described group. On the first anniversary of such Face
Amount increase, 25% of such premium attributable to the Face Amount increase
still in effect will be credited to the Policy. These credits are granted only
if the Face Amount increase is at least $25,000 and the annualized planned
periodic premium is equal to twelve monthly Minimum Premiums for the entire
Policy. The credit is granted only on the portion of the Face Amount increase
that equals the excess of the current face amount over the largest face amount
that has ever been in force on the Policy.

If a Policy is issued in exchange for another policy or policies issued by
Fortis Benefits or Fortis Insurance Company within the last 5 years

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and Fortis Benefits relies on the evidence of insurability previously provided,
no credits will be paid for the transferred Face Amount. If such exchange is
made after 5 years, the credit is 50% of the amount above for the transferred
coverage. The full credit amount will be paid on any increase in Face Amount
above the transferred coverage.

The foregoing program is subject to termination at any time without notice. All
variations will reflect differences in Fortis Benefits' expected commissions,
sales or administrative expenses or mortality experience with respect to the
group of persons to whom such variations apply. All such variations will be
pursuant to administrative rules and procedures established by Fortis Benefits
from time to time and will be designed to be fair, reasonable and
non-discriminatory with respect to each group of Policy owners.

PURCHASES BY LIFE INSURANCE POLICY HOLDERS. When issuing a Policy or increasing
the Face Amount for an insured who is already covered by one of its or Fortis
Insurance Company's life insurance policies, Fortis Benefits may rely on the
evidence of insurability previously provided, rather than relying on new
evidence, in which case, the suicide and contestability periods will run from
the original date of coverage. This procedure applies only to that portion of
the Policy's Face Amount which is not in excess of the amount of existing
insurance coverage, and the insurance will terminate when the new coverage
becomes effective.

If the value of an existing life insurance policy which was issued by Fortis
Benefits Insurance Company is transferred to a Policy, then neither the premium
tax charge nor the sales charge will be assessed against the amount transferred.

Also, for its or Fortis Insurance Company's term insurance policy holders, if
the term policy has been outstanding for at least one year, Fortis Benefits will
give the Policy owner a "conversion credit" in the amount of the lesser of the
prior twelve months' premiums on the term policy or 25% of the annualized
Planned Periodic Premium (not to exceed the Maximum Bonus Premium at the
attained Ages of the joint insureds) for the amount of Policy Face Amount
established by the conversion. The conversion credit will be applied as if it
were a premium payment received by us on the date the Policy is released by
Fortis Benefits to an active status in its processing system (or, in the case of
an existing Policy, on the effective date of the Face Amount increase). No
premium tax charges will be assessed against the conversion credit. The Policy's
Surrender Value and Policy loan value during the first year following the
conversion do not include the amount of the conversion credit, nor does the
amount paid upon an exercise of the Policy owner's right to cancel a Policy or
Face Amount increase.

Fortis Benefits will also not require new evidence of insurance, and will grant
a "conversion credit" as described above, when term policies issued by Old Line
Life Insurance Company are converted to a Policy issued by Fortis Benefits under
the following conditions: a) the term policy has been in force for less than
three years b) the insured is age 55 or younger at the time of conversion and 3)
the term policy was sold by a registered representative of Fortis Investors,
Inc.

The foregoing procedures are subject to Fortis Benefits' administrative rules as
in effect from time to time and may be terminated at any time.

MANAGEMENT

The directors and executive officers, to the extent responsible for variable
life insurance operations, of Fortis Benefits are listed below, together with
their principal occupations and business experience for the past five years:

<TABLE>
<S> <C>
OFFICER-DIRECTORS
Robert Brian Pollock (4) President and Chief Executive Officer; before then
Senior Vice President--Life and Disability.
Thomas Michael Keller (5) Executive Vice President; before then Senior Vice
President of Fortis, Inc.
Dean C. Kopperud (1) Senior Vice President--also officer of affiliated
companies.

OTHER DIRECTORS
Allen Royal Freedman (2) Chairman and Chief Executive Officer of Fortis,
Inc.
J. Kerry Clayton (2) Executive Vice President of Fortis, Inc.
Arie Aristide Fakkert (3) Assistant General Manager of Fortis International
N.V.

EXECUTIVE OFFICERS
Peggy Ettestad (1) Senior Vice President--Operations; before then
Vice-President, General Electric Company.
Rhonda Schwartz (1) Senior Vice President and General Counsel--Life
and Investment Products; before then Secretary and
General Counsel of Fortis, Inc.; before then
Norris, McLaughlin, Marcus--attorneys.
Michael John Peninger (4) Senior Vice President and Chief Financial Officer
Jon H. Nicholson (1) Senior Vice President--Custom Solutions Group
Melinda S. Urion (1) Senior Vice President--Chief Financial Officer
Fortis Financial Group; before then Senior Vice
President-Finance & CFO of American Express
Financial Corporation.
</TABLE>

29
<PAGE>

<TABLE>
<S> <C>
Dickson W. Lewis (1) Senior Vice President--Distribution and Marketing;
before then President of Hedstrom/Blessing
Marketing.
</TABLE>

- ------------------------

(1) Address: Fortis Benefits Insurance Company, P.O. Box 64271, St. Paul, MN
55164. Fortis Benefits is a wholly-owned subsidiary of Fortis Insurance
Company, 501 West Michigan, Milwaukee, WI 53201, which is itself
wholly-owned by Fortis, Inc.

(2) Address: Fortis, Inc., One Chase Manhattan Plaza, New York, NY 10005.
Fortis, Inc. is wholly owned by Fortis International, N.V., which is itself
wholly owned by AMEV/VSB 1990 N.V. The latter two companies share the same
address as Fortis AMEV N.V. AMEV/VSB 1990 N.V. is 50% owned by Fortis AMEV
N.V. and 50% owned by Fortis AG, Boulevard Emile Jacqmain 53, Brussels,
Belgium.

(3) Address: Fortis AMEV, Archimedeslaan 10, 3584 BA Utrecht, The Netherlands.

(4) Address: 2323 Grand Avenue, Kansas City, MO 64108.

(5) Address: 501 West Michigan, Milwaukee WI 53201.

VOTING PRIVILEGES

In accordance with its view of current applicable law, Fortis Benefits will,
with respect to certain matters, vote each Subaccount's shares in the
corresponding Portfolio at regular and special meetings of the shareholders of
Fortis Series in proportion to instructions received from persons having the
voting interest in the corresponding Subaccount of the Separate Account.
However, if the 1940 Act or any rules thereunder should be amended or if the
present interpretation thereof should change, and as a result Fortis Benefits
determines that it is permitted to vote such shares of the Portfolios in its own
right, it may elect to do so.

Each Policy owner participating in a Subaccount will be entitled to cast one
vote with respect to that Subaccount for each $100 of Policy Value in that
Subaccount as of the date stock ownership is determined for the corresponding
Fortis Series shareholder meeting. (Fractional votes will be counted.) All
shares of the Portfolio held by that Subaccount will be voted in proportion to
the votes of Policy owners participating in the Subaccount. Shares held in other
separate accounts will in general be voted in accordance with instructions of
the participants therein. This tends to diminish the relative voting influence
of the Policies. Any shares of a Portfolio owned by Fortis Benefits in its
General Account or by affiliated companies of Fortis Benefits will be voted in
the same proportion as instructions for that Portfolio which are received from
persons having the voting interest in all separate accounts investing in Fortis
Series.

The Policy owners may give instructions regarding the election of the Board of
Directors of Fortis Series, ratification of the selection of its independent
auditors, the approval of the investment adviser of a Portfolio, changes in
fundamental investment policies of a Portfolio, and all other matters that are
put to a vote by Fortis Series shareholders.

Notwithstanding contrary Policy owner voting instructions, Fortis Benefits may
vote Portfolio shares in any manner necessary to enable any Portfolio to (1)
make or refrain from making any change in the investments or investment policies
of any Portfolio, if required by any insurance regulatory authority; (2) refrain
from making any change in the investment policies or any investment adviser or
principal underwriter of any Portfolio which may be initiated by Policy owners
or the Fortis Series Board of Directors, provided that Fortis Benefits'
disapproval of the change is reasonable and, in the case of a change in
investment policies or investment adviser, based on a good faith determination
that such change would be contrary to state law or otherwise inappropriate in
light of the Portfolio's objective and purposes; or (3) enter into or refrain
from entering into any advisory agreement or underwriting contract, if required
by any insurance regulatory authority. If Fortis Benefits does disregard Policy
owner voting instructions, an explanation of this action and the reasons for it
will be included in the next semi-annual report to Policy owners.

REPORTS

Policy owners will receive promptly statements of significant transactions such
as changes in Face Amount, changes in death benefit option, transfers among
Subaccounts, partial withdrawals, Policy loans, loan repayments, termination for
any reason, reinstatement, premium payments (except as noted below) and unpaid
loan interest added to loan principal. These transactions will also be
summarized in an annual statement sent to the Policy owner. The annual statement
will be as of a date not more than 60 days prior to mailing, and will also
summarize the following other items: premiums paid by use of a plan selected by
the Policy owner authorizing monthly withdrawals of premiums from the Policy
owner's checking account, paycheck or government payment during the annual
period, deductions of charges occurring during that annual period, any Premium
Based Bonuses and Policy Value Bonuses credited during that period and the
status of the death benefit, Policy Value (both total and net of any Surrender
Charge), amounts in the Subaccounts and General Account, and any Policy loan. In
addition, an owner will be sent semiannual reports containing financial
statements for Fortis Series, as required by the 1940 Act. Fortis Benefits'
current policy is to honor requests for statements of Policy values during a
Policy year, although Fortis Benefits reserves the right at any time to cease
offering or to charge for this service. Such statements may be requested through
the phone number on the cover of this Prospectus.

STATE REGULATION

Fortis Benefits is subject to regulation and supervision by the Commerce
Department of the State of Minnesota, which periodically examines its affairs.
It is also subject to the insurance laws and regulations of all jurisdictions
where it is authorized to do business. Fortis Benefits intends to satisfy the
necessary requirements to sell the policies in all states, other than New York,
as soon as possible.

30
<PAGE>
LEGAL MATTERS

The legality of the Policies described in this Prospectus has been passed upon
by Douglas R. Lowe, Associate General Counsel of Fortis Benefits. Messrs.
Freedman, Levy, Kroll & Simonds, Washington, D.C., have advised Fortis Benefits
on certain federal securities law matters.

EXPERTS

The financial statements of Fortis Benefits Insurance Company and Fortis
Benefits Insurance Company Variable Account C appearing in this Prospectus have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing elsewhere herein, and are included in reliance upon
such reports given upon the authority of such firm as experts in accounting and
auditing.

Actuarial matters included in this Prospectus have been examined by Kay Doughty,
ASA, MAAA, staff actuary, Individual Actuarial Department of Fortis Benefits, as
stated in her opinion filed as an exhibit to the registration statement.

RATINGS AND RANKINGS

Fortis Benefits may advertise its relative performance as compiled by outside
organizations. Following is a list of ratings services which may be referred to
in advertisements, along with the category in which the applicable Subaccount is
included:

<TABLE>
<CAPTION>
PORTFOLIO NAME RATING SERVICE CATEGORY
<S> <C> <C>
INTERNATIONAL STOCK SUBACCOUNT Morningstar Publications, Inc. Foreign Stock
Lipper Analytical Services, Inc. International Fund
Variable Annuity Research & Data International Stock
Service

GLOBAL GROWTH SUBACCOUNT Morningstar Publications, Inc. World Stock
Lipper Analytical Services, Inc. Global Fund
Variable Annuity Research & Data International Stock
Service

GLOBAL ASSET ALLOCATION SUBACCOUNT Morningstar Publications, Inc. International Hybrid
Lipper Analytical Services, Inc. Global Flexible Portfolio
Variable Annuity Research & Data Balanced/International
Service

AGGRESSIVE GROWTH SUBACCOUNT Morningstar Publications, Inc. Small Growth
Lipper Analytical Services, Inc. Small Cap Fund
Variable Annuity Research & Data Aggressive Growth
Service

SMALL CAP VALUE SUBACCOUNT Morningstar Publications, Inc. Small Value
Lipper Analytical Services, Inc. Small Cap Fund
Variable Annuity Research & Data Small Company Funds
Service

GROWTH STOCK SUBACCOUNT Morningstar Publications, Inc. Mid Cap Growth
Lipper Analytical Services, Inc. Mid Cap Fund
Variable Annuity Research & Data Growth
Service

MID CAP STOCK SUBACCOUNT Morningstar Publications, Inc. Mid Cap Blend
Lipper Analytical Services, Inc. Mid Cap Fund
Variable Annuity Research & Data All Equity Funds
Service

LARGE CAP GROWTH SUBACCOUNT Morningstar Publications, Inc. Large Blend
Lipper Analytical Services, Inc. Growth Fund
Variable Annuity Research & Data Growth
Service

BLUE CHIP STOCK SUBACCOUNT Morningstar Publications, Inc. Large Blend
Lipper Analytical Services, Inc. Growth Fund
Variable Annuity Research & Data Growth
Service

S&P 500 INDEX SUBACCOUNT Morningstar Publications, Inc. Large Blend
Lipper Analytical Services, Inc. S&P 500 Index Fund
Variable Annuity Research & Data Growth and Income Funds
Service

GROWTH & INCOME SUBACCOUNT Morningstar Publications, Inc. Mid Cap Blend
Lipper Analytical Services, Inc. Growth & Income
Variable Annuity Research & Data Growth and Income
Service

VALUE SUBACCOUNT Morningstar Publications, Inc. Large Blend
Lipper Analytical Services, Inc. Growth & Income
Variable Annuity Research & Data Equity-Income
Service
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
PORTFOLIO NAME RATING SERVICE CATEGORY
<S> <C> <C>
ASSET ALLOCATION SUBACCOUNT Morningstar Publications, Inc. Domestic Hybrid
Lipper Analytical Services, Inc. Flexible Portfolio
Variable Annuity Research & Data Balanced
Service

GLOBAL BOND SUBACCOUNT Morningstar Publications, Inc. International Bond
Lipper Analytical Services, Inc. Global Income
Variable Annuity Research & Data International Bonds
Service

HIGH YIELD SUBACCOUNT Morningstar Publications, Inc. High Yield Bond
Lipper Analytical Services, Inc. High Current Yield
Variable Annuity Research & Data Corporate Bond High Yield
Service

DIVERSIFIED INCOME SUBACCOUNT Morningstar Publications, Inc. Intermediate-Term Bond
Lipper Analytical Services, Inc. Corp Debt BBB Rated
Variable Annuity Research & Data Corporate Bond General
Service Funds

U.S. GOVERNMENT SUBACCOUNT Morningstar Publications, Inc. Intermediate Government
Lipper Analytical Services, Inc. Intermediate U.S. Govt.
Variable Annuity Research & Data Government Bond General
Service Funds

MONEY MARKET SUBACCOUNT Morningstar Publications, Inc. Money Market
Lipper Analytical Services, Inc. Money Market
Variable Annuity Research & Data Money Market
Service
</TABLE>

YEAR 2000 ISSUES

The computer systems Fortis Benefits uses to process Policy transactions and
valuations need to be adjusted to be able to continue to administer the Policies
after Year 2000. Fortis Benefits is devoting all resources necessary to make
these systems modifications and expects that the necessary changes will be
completed on time and in a way that will result in no disruption to its policy
servicing operations. However, as is the case with most system conversion
projects, risks and uncertainties exist, due in part to reliance on third party
vendors. Nonperformance by any of these entities, or other unforeseen
circumstances, could have a material adverse impact on Fortis Benefits' ability
to perform its policy servicing operations. Fortis Benefits is closely
monitoring these entities to avoid any unforeseen circumstances.

FINANCIAL STATEMENTS

The financial statements of Fortis Benefits included in this Prospectus should
be considered only as bearing upon the ability of Fortis Benefits to meet its
obligations under the Policies.

Fortis Benefits generally reinsures risks for non-group insurance in excess of
$500,000 per insured with other insurance companies. See Note 9 to Fortis
Benefits' financial statements.

32
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
Fortis Benefits Insurance Company

We have audited the accompanying balance sheets of Fortis Benefits Insurance
Company, an indirect, wholly-owned subsidiary of Fortis AMEV and Fortis AG, as
of December 31, 1997 and 1996, and the related statements of income, changes in
shareholder's equity and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fortis Benefits Insurance
Company at December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.

/s/ Ernst & Young, LLP
Minneapolis, Minnesota
February 27, 1998

F-1
<PAGE>
BALANCE SHEETS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1997 1996
--------- ---------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities, at fair value (amortized cost 1997--$2,325,589;
1996--$2,078,438)................................................................... $2,415,915 $2,115,499
Equity securities, at fair value (cost 1997--$88,719; 1996--$84,144)................. 109,832 106,290
Mortgage loans on real estate, less allowance for possible losses (1997--$11,085;
1996--$9,697)....................................................................... 602,064 582,869
Policy loans......................................................................... 68,566 60,722
Short-term investments............................................................... 70,537 182,817
Real estate and other investments.................................................... 55,035 29,628
--------- ---------
3,321,949 3,077,825

Cash and cash equivalents.............................................................. 9,901 20,474

Receivables:
Uncollected premiums................................................................. 74,220 71,386
Reinsurance recoverable on unpaid and paid losses.................................... 13,852 12,939
Other................................................................................ 19,762 9,045
--------- ---------
107,834 93,370
Accrued investment income.............................................................. 47,376 39,519
Deferred policy acquisition costs...................................................... 291,742 268,075
Property and equipment at cost, less accumulated depreciation.......................... 42,773 52,882
Deferred federal income taxes.......................................................... 15,037 17,008
Other assets........................................................................... 4,250 8,005
Assets held in separate accounts....................................................... 2,978,622 2,374,718
--------- ---------
TOTAL ASSETS........................................................................... $6,819,484 $5,951,876
--------- ---------
--------- ---------
</TABLE>

See accompanying notes.

F-2
<PAGE>
BALANCE SHEETS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31
--------------------
1997 1996
--------- ---------
<S> <C> <C>
POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY
POLICY RESERVES AND LIABILITIES:
Future policy benefit reserves:
Traditional life insurance......................................................... $ 449,017 $ 434,378
Interest sensitive and investment products......................................... 1,264,227 1,175,480
Accident and health................................................................ 792,249 834,119
--------- ---------
2,505,493 2,443,977
Unearned revenues.................................................................... 10,653 12,622
Other policy claims and benefits payable............................................. 260,596 191,940
Policyholder dividends payable....................................................... 8,197 8,783
--------- ---------
2,784,939 2,657,322

Debt................................................................................. 26,433 --
Accrued expenses..................................................................... 49,909 42,223
Current income taxes payable......................................................... 10,549 17,424
Other liabilities.................................................................... 113,222 104,834
Due to affiliates.................................................................... 6,925 4,926
Liabilities related to separate accounts............................................. 2,947,401 2,344,474
--------- ---------
TOTAL POLICY RESERVES AND LIABILITIES.................................................. 5,939,378 5,171,203

SHAREHOLDER'S EQUITY:
Common Stock, $5 par value:
Authorized, issued and outstanding shares--1,000,000............................... 5,000 5,000
Additional paid-in capital........................................................... 468,000 468,000
Retained earnings.................................................................... 332,723 265,613
Unrealized gains on investments, net................................................. 68,981 36,290
Unrealized gains on assets held in separate accounts, net............................ 5,402 5,770
--------- ---------
TOTAL SHAREHOLDER'S EQUITY............................................................. 880,106 780,673
--------- ---------
TOTAL POLICY RESERVES, LIABILITIES AND SHAREHOLDER'S EQUITY............................ $6,819,484 $5,951,876
--------- ---------
--------- ---------
</TABLE>

See accompanying notes.

F-3
<PAGE>
FORTIS BENEFITS INSURANCE COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------
1997 1996 1995
---------- --------- ---------
<S> <C> <C> <C>
REVENUES
Insurance operations:
Traditional life insurance premiums....................................... $ 269,540 $ 258,496 $ 251,353
Interest sensitive and investment product policy charges.................. 77,429 63,336 46,076
Accident and health insurance premiums.................................... 891,037 974,046 934,900
---------- --------- ---------
1,238,006 1,295,878 1,232,329

Net investment income....................................................... 228,724 206,023 203,537
Net realized gains on investments........................................... 41,101 25,731 55,080
Other income................................................................ 36,458 31,725 33,085
---------- --------- ---------
TOTAL REVENUES............................................................ 1,544,289 1,559,357 1,524,031

BENEFITS AND EXPENSES
Benefits to policyholders:
Traditional life insurance................................................ 204,497 220,227 202,911
Interest sensitive investment products.................................... 103,077 90,358 73,676
Accident and health claims................................................ 707,113 778,439 769,588
---------- --------- ---------
1,014,687 1,089,024 1,046,175

Policyholder dividends........................................................ 2,935 4,169 4,305
Amortization of deferred policy acquisition costs............................. 43,931 39,325 41,291
Insurance commissions......................................................... 107,378 94,723 95,559
General and administrative expenses........................................... 273,128 242,825 254,940
---------- --------- ---------
TOTAL BENEFITS AND EXPENSES............................................... 1,442,059 1,470,066 1,442,270
---------- --------- ---------
Income before federal income taxes............................................ 102,230 89,291 81,761
Federal income taxes.......................................................... 35,120 31,099 27,891
---------- --------- ---------
NET INCOME.................................................................... $ 67,110 $ 58,192 $ 53,870
---------- --------- ---------
---------- --------- ---------
</TABLE>

See accompanying notes.

F-4
<PAGE>
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)

<TABLE>
<CAPTION>
UNREALIZED
UNREALIZED GAINS
GAINS (LOSSES) ON
ADDITIONAL (LOSSES) ON ASSETS HELD IN
COMMON PAID-IN RETAINED INVESTMENTS, SEPARATE
STOCK CAPITAL EARNINGS NET ACCOUNTS, NET TOTAL
----------- ----------- ----------- --------------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1995................. $ 5,000 $ 358,000 $ 153,551 $ (42,908) $ 554 $ 474,197
Net income............................... -- -- 53,870 -- -- 53,870
Additional paid-in capital............... -- 50,000 -- -- -- 50,000
Change in unrealized gains (losses) on
investments, net........................ -- -- -- 131,039 -- 131,039
Change in unrealized gains (losses) on
assets held in separate accounts, net... -- -- -- -- 1,992 1,992
----------- ----------- ----------- ------- ------ ---------
Balance, December 31, 1995............... 5,000 408,000 207,421 88,131 2,546 711,098
Net income............................... -- -- 58,192 -- -- 58,192
Additional paid-in capital............... -- 60,000 -- -- -- 60,000
Change in unrealized gains (losses) on
investments, net........................ -- -- -- (51,841) -- (51,841)
Change in unrealized gains (losses) on
assets held in separate accounts, net... -- -- -- -- 3,224 3,224
----------- ----------- ----------- ------- ------ ---------
Balance, December 31, 1996............... 5,000 468,000 265,613 36,290 5,770 780,673
Net income............................... -- -- 67,110 -- -- 67,110
Change in unrealized gains (losses) on
investments, net........................ -- -- -- 32,691 -- 32,691
Change in unrealized gains (losses) on
assets held in separate account, net.... -- -- -- -- (368) (368)
----------- ----------- ----------- ------- ------ ---------
Balance, December 31, 1997............... $ 5,000 $ 468,000 $ 332,723 $ 68,981 $ 5,402 $ 880,106
----------- ----------- ----------- ------- ------ ---------
----------- ----------- ----------- ------- ------ ---------
</TABLE>

See accompanying notes.

F-5
<PAGE>
STATEMENTS OF CASH FLOWS
FORTIS BENEFITS INSURANCE COMPANY
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------------------
1997 1996 1995
------------ ---------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income............................................................. $ 67,110 $ 58,192 $ 53,870
Adjustments to reconcile net income to net cash provided by operating
activities:
(Decrease)/increase in future policy benefit reserves for
traditional, interest sensitive and accident and health policies.... (2,496) 26,193 80,478
Increase in other policy claims and benefits and policyholder
dividends payable................................................... 68,070 18,638 27,676
Provision for deferred federal income taxes.......................... (6,449) (1,094) (13,584)
(Decrease)/increase in income taxes payable.......................... (6,875) 12,049 1,023
Amortization of deferred policy acquisition costs.................... 43,931 39,325 41,291
Policy acquisition costs deferred.................................... (69,694) (66,515) (56,391)
Provision for mortgage loan losses................................... 1,388 1,344 924
Provision for depreciation........................................... 14,351 17,312 15,654
Write-off of investment.............................................. 3,000 -- --
Amortization of investment (discounts) premiums, net................. (466) 1,821 (239)
Change in receivables, accrued investment income, unearned premiums,
accrued expenses and other liabilities.............................. (2,720) 38,614 3,427
Net realized gains on investments.................................... (41,101) (25,731) (55,080)
Other................................................................ (12,496) (261) (2,431)
------------ ---------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES........................ 55,553 119,887 96,618

INVESTING ACTIVITIES
Purchases of fixed maturity investments................................ (3,611,770) (2,778,352) (2,151,133)
Sales or maturities of fixed maturity investments...................... 3,378,898 2,652,887 2,000,068
Decrease (increase) in short-term investments.......................... 112,280 (29,318) (35,908)
Purchases of other investments......................................... (209,771) (210,182) (240,264)
Sales of other investments............................................. 205,084 163,569 112,598
Purchases of property and equipment.................................... (4,242) (10,992) (19,975)
Other.................................................................. (617) -- 1,229
------------ ---------- -----------
NET CASH USED IN INVESTING ACTIVITIES............................ (130,138) (212,388) (333,385)

FINANCING ACTIVITIES
Activities related to investment products:
Considerations received.............................................. 200,760 128,446 187,484
Surrenders and death benefits........................................ (190,361) (125,274) (60,522)
Interest credited to policyholders................................... 53,613 49,802 48,918
Additional paid-in capital from shareholder............................ -- 60,000 50,000
------------ ---------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES........................ 64,012 112,974 225,880
------------ ---------- -----------
(Decrease) increase in cash and cash equivalents......................... (10,573) 20,473 (10,887)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR................... 20,474 1 10,888
------------ ---------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR......................... $ 9,901 $ 20,474 $ 1
------------ ---------- -----------
------------ ---------- -----------
</TABLE>

See accompanying notes.

F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY

DECEMBER 31, 1997

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS

Fortis Benefits Insurance Company (the Company) is an indirect, wholly-owned
subsidiary of Fortis AMEV and Fortis AG. The Company is incorporated in
Minnesota and distributes its products in all states except New York. To date,
the majority of the Company's revenues have been derived from group employee
benefits products and the remainder from individual life and annuity products.

BASIS OF STATEMENT PRESENTATION

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

The Company follows generally accepted accounting principles which differ in
certain respects from statutory accounting practices prescribed or permitted by
regulatory authorities. The more significant of these principles are:

REVENUE RECOGNITION AND FUTURE POLICY BENEFIT RESERVES

Premiums for traditional life insurance are recognized as revenues when due over
the premium-paying period. Reserves for future policy benefits are computed
using the net level method and include investment yield, mortality, withdrawal,
and other assumptions based on the Company's experience, modified as necessary
to reflect anticipated trends and to include provisions for possible unfavorable
deviations.

Revenues for interest sensitive and investment products consist of charges
assessed against policy account balances during the period for the cost of
insurance, policy administration, and surrender charges. Future policy benefit
reserves are computed under the retrospective deposit method and consist of
policy account balances before applicable surrender charges. Policy benefits
charged to expense during the period include amounts paid in excess of policy
account balances and interest credited to policy account balances. Interest
crediting rates for universal life and investment products ranged from 2.5% to
8.75% in 1997 and 1996.

Premiums for accident and health insurance products, including medical, long and
short-term disability and dental insurance products, are recognized as revenues
ratably over the contract period in proportion to the risk insured. Reserves for
future disability benefits are based on the 1964 Commissioners Disability Table
at 6% interest. Calculated reserves are modified based on the Company's actual
experience.

CLAIMS AND BENEFITS PAYABLE

Other policy claims and benefits payable for reported and incurred but not
reported claims and related claims adjustment expenses are determined using
case-basis estimates and past experience. The methods of making such estimates
and establishing the related liabilities are continually reviewed and updated.
Any adjustments resulting therefrom are reflected in income currently.

DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business, which vary with and are directly related to
the production of new business, are deferred to the extent recoverable and
amortized. For traditional life insurance products, such costs are amortized
over the premium paying period. For interest sensitive and investment products,
such costs are amortized in relation to expected future gross profits. For
accident and health and group life insurance products, these costs represent the
present value at the acquisition of these lines in the October 1, 1991 purchase
(see Note 2) of future profits which are amortized against the expected premium
revenues of the lines acquired. Estimation of future gross profits requires
significant management judgment and are reviewed periodically. As excess amounts
of deferred costs over future premiums or gross profits are identified, such
excess amounts are expensed.

INVESTMENTS

The Company's investment strategy is developed based on many factors including
insurance liability matching, rate of return, maturity, credit risk, tax
considerations and regulatory requirements.

All fixed maturity investments and all marketable equity securities are
classified as available-for-sale and carried at fair value.

Changes in fair values of available-for-sale securities, after related deferred
income taxes and after adjustment for the changes in pattern of amortization of
deferred policy acquisition costs and participating policyholder dividends are
reported directly in shareholder's equity as unrealized gains (losses) on
investments and, accordingly, have no effect on net income. The unrealized
appreciation or depreciation is net of deferred policy acquisition cost
amortization and taxes that would have been required as a charge or credit to
income had such unrealized amounts been realized.

Mortgage loans constitute first liens on commercial real estate and other income
producing properties. The insurance statutes in Minnesota generally require that
the initial principal loaned not exceed 80% of the appraised value of the
property securing the loan. The Company's policy fully complies with this
statute. Mortgage loans on real estate are reported at unpaid balance, adjusted
for amortization of premium or discount, less allowance for possible losses. The
change in the allowance for possible losses is recorded with realized gains and
losses on investments.

Policy loans are reported at their unpaid balance. Short term investments are at
cost which approximates fair value.

Realized gains and losses on sales of investments, and declines in value judged
to be other-than-temporary, are recognized on the specific identification basis.
Investment income is recorded as earned.

F-7
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost less accumulated depreciation. The
Company provides for depreciation principally on the straight-line method over
the estimated useful lives of the related property.

INCOME TAXES

Income taxes have been provided using the liability method in accordance with
Financial Accounting Standards Board ("FASB") Statement 109, ACCOUNTING FOR
INCOME TAXES. Deferred tax assets and liabilities are determined based on the
differences between the financial reporting and the tax bases and are measured
using the enacted tax rates.

SEPARATE ACCOUNTS

Revenues and expenses related to the separate account assets and liabilities, to
the extent of benefits paid, are provided to the separate account policyholders
and are excluded from the amounts reported in the accompanying statements of
operations.

Assets and liabilities associated with the separate accounts relate to deposits
and annuity considerations for variable life and annuity products for which the
contract holder, rather than the Company, bears the investment risk. Separate
account assets are reported at fair value.

GUARANTY FUND ASSESSMENTS

There are a number of insurance companies that are currently under regulatory
supervision. This may result in future assessments by state guaranty fund
associations to cover losses to policyholders of insolvent or rehabilitated
companies. These assessments can be partially recovered through a reduction in
future premium taxes in some states. The Company believes it has adequately
provided for the impact of future assessments.

STATEMENTS OF CASH FLOWS

The Company considers investments with a maturity at the date of their
acquisition of three months or less to be cash equivalents. These securities are
carried principally at amortized cost which approximates fair value.

NEW FINANCIAL ACCOUNTING STANDARDS

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
SFAS No. 130 defines the financial statement presentation for all changes in a
company's equity during a period except those resulting from investments by
owners and distributions to owners. SFAS No. 130 will be adopted by the Company
in the first quarter of 1998. Because the statement is merely a change in
presentation, the Company does not expect the adoption of this statement to have
a significant impact on the financial statements.

RECLASSIFICATIONS

Certain amounts in the 1996 and 1995 financial statements have been reclassified
to conform to the 1997 presentation.

2. ACQUIRED BUSINESS
In 1991, the Company purchased certain assets and assumed certain
liabilities from The Mutual Benefit Life Insurance Company in Rehabilitation
(MBL). The seller transferred to the Company, the assets and liabilities
relating to the group life, accident and health, disability and dental insurance
business of MBL. The acquisition was accounted for as a purchase. The original
purchase price of the acquisition was $318,000,000. Subsequent additional
payments of $20,850,000 were made ending in 1994. These additional payments, as
well as $126,515,000 of the original purchase price represent the estimated
present value of future profits on the lines of business acquired at the date of
acquisition and have been accounted for as deferred policy acquisition costs
(see Note 4).

F-8
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY

3. INVESTMENTS
AVAILABLE-FOR-SALE SECURITIES

The following is a summary of the available-for-sale securities (in thousands):

<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAIN LOSS FAIR VALUE
---------- -------- -------- ----------
<S> <C> <C> <C> <C>
December 31, 1997:
Fixed maturities:
Governments.................................. $ 228,856 $ 8,698 $ 30 $ 237,524
Public utilities............................. 121,128 4,217 13 125,332
Industrial and miscellaneous................. 1,932,894 77,442 1,625 2,008,711
Other........................................ 42,711 1,637 -- 44,348
---------- -------- -------- ----------
Total fixed maturities....................... 2,325,589 91,994 1,668 2,415,915
Equity securities............................ 88,719 24,769 3,656 109,832
---------- -------- -------- ----------
Total...................................... $2,414,308 $116,763 $ 5,324 $2,525,747
---------- -------- -------- ----------
---------- -------- -------- ----------
December 31, 1996:
Fixed maturities:
Governments.................................. $ 321,574 $ 3,418 $ 1,323 $ 323,669
Public utilities............................. 92,116 2,758 403 94,471
Industrial and miscellaneous................. 1,656,420 38,413 6,527 1,688,306
Other........................................ 8,328 750 25 9,053
---------- -------- -------- ----------
Total fixed maturities....................... 2,078,438 45,339 8,278 2,115,499
Equity securities............................ 84,144 23,340 1,194 106,290
---------- -------- -------- ----------
Total...................................... $2,162,582 $68,679 $ 9,472 $2,221,789
---------- -------- -------- ----------
---------- -------- -------- ----------
</TABLE>

The amortized cost and fair value of available-for-sale investments in fixed
maturities at December 31, 1997, by contractual maturity, are shown below (in
thousands).

<TABLE>
<CAPTION>
AMORTIZED
COST FAIR VALUE
---------- ----------
<S> <C> <C>
Due in one year or less............................................... $ 75,748 $ 76,109
Due after one year through five years................................. 849,193 865,006
Due after five years through ten years................................ 543,847 562,900
Due after ten years................................................... 856,801 911,900
---------- ----------
Total................................................................. $2,325,589 $2,415,915
---------- ----------
---------- ----------
</TABLE>

Expected maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties.

MORTGAGE LOANS

The Company has issued commercial mortgage loans on properties located
throughout the United States. Approximately 37% of outstanding principal is
concentrated in the states of New York, California and Florida, at December 31,
1997 as compared to concentrated interests in California, Texas and New York of
36% at December 31, 1996. Loan commitments outstanding totaled $34,235,000 at
December 31, 1997.

INVESTMENTS ON DEPOSIT

The Company had fixed maturities carried at $2,548,000 and $2,537,000 at
December 31, 1997 and 1996, respectively, on deposit with various governmental
authorities as required by law.

INVESTMENT IN MANAGED DENTAL INITIATIVE

In 1997, the Company acquired a 99% ownership in a managed dental initiative
called Dental Health Alliance, Inc. (DHA). Based on an analysis of future DHA
profitability, the entire investment was written-off at December 31, 1997. The
income statement reflects $13,561,000 of general and administrative expenses
related to 1997 DHA losses and ownership write-off.

F-9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY

3. INVESTMENTS (CONTINUED)
NET UNREALIZED GAINS (LOSSES)

The adjusted net unrealized gains (losses) recorded in shareholder's equity for
the year ended December 31 were as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Change in unrealized gains (losses) before adjustments............. $ 53,239 $ (83,065) $ 214,452
Adjustments:
Increase) decrease in amortization of deferred policy acquisition
costs............................................................. (2,096) 3,376 (9,789)
Deferred income taxes (expense) benefit............................ (18,820) 31,072 (71,632)
--------- --------- ---------
Change in net unrealized gains (losses)............................ 32,323 (48,617) 133,031
Net unrealized gains (losses), beginning of year................... 42,060 90,677 (42,354)
--------- --------- ---------
Net unrealized gains, end of year.................................. $ 74,383 $ 42,060 $ 90,677
--------- --------- ---------
--------- --------- ---------
</TABLE>

NET INVESTMENT INCOME AND NET REALIZED GAINS ON INVESTMENTS

Major categories of net investment income and realized gains on investments for
each year were as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
NET INVESTMENT INCOME
Fixed maturities................................................... $ 160,444 $ 141,973 $ 139,062
Equity securities.................................................. 9,306 6,682 2,026
Mortgage loans on real estate...................................... 54,662 52,949 49,227
Policy loans....................................................... 4,144 3,195 2,797
Short-term investments............................................. 2,851 5,175 11,863
Real estate and other investments.................................. 4,635 5,358 4,750
--------- --------- ---------
236,042 215,332 209,725
Expenses........................................................... (7,318) (9,309) (6,188)
--------- --------- ---------
$ 228,724 $ 206,023 $ 203,537
--------- --------- ---------
--------- --------- ---------
NET REALIZED GAINS ON INVESTMENTS
Fixed maturities................................................... $ 13,827 $ 3,334 $ 50,393
Equity securities.................................................. 26,760 18,281 2,830
Mortgage loans on real estate...................................... 301 (144) (242)
Short-term investments............................................. -- 57 (3)
Real estate and other investments.................................. 213 4,203 2,102
--------- --------- ---------
$ 41,101 $ 25,731 $ 55,080
--------- --------- ---------
--------- --------- ---------
</TABLE>

Proceeds from sales of investments in fixed maturities were $3,360,682,000,
$2,652,887,000, and $2,000,068,000 in 1997, 1996 and 1995, respectively. Gross
gains of $30,860,000, $28,606,000 and $61,070,000 and gross losses of
$17,033,000, $25,272,000, and $10,677,000 were realized on the sales in 1997,
1996 and 1995, respectively.

4. DEFERRED POLICY ACQUISITION COSTS
The changes in deferred policy acquisition costs by product were as follows
(in thousands):

<TABLE>
<CAPTION>
INTEREST
SENSITIVE AND
TRADITIONAL INVESTMENT ACCIDENT
LIFE PRODUCTS AND HEALTH TOTAL
----------- --------------- ----------- ---------
<S> <C> <C> <C> <C>
Balance, January 1, 1996....................... $ 38,532 $ 170,840 $ 28,137 $ 237,509
Acquisition costs deferred..................... -- 66,515 -- 66,515
Acquisition costs amortized.................... (5,375) (19,695) (14,255) (39,325)
Reduced amortization of deferred acquisition
costs from unrealized losses on
available-for-sale securities................. -- 3,376 -- 3,376
----------- --------------- ----------- ---------
Balance, January 1, 1997....................... 33,157 221,036 13,882 268,075
Acquisition costs deferred..................... 37,857 31,837 -- 69,694
Acquisition costs amortized.................... (20,738) (14,501) (8,692) (43,931)
Increased amortization of deferred acquisition
costs from unrealized gains on
available-for-sale securities................. -- (2,096) -- (2,096)
----------- --------------- ----------- ---------
Balance, December 31, 1997..................... $ 50,276 $ 236,276 $ 5,190 $ 291,742
----------- --------------- ----------- ---------
----------- --------------- ----------- ---------
</TABLE>

F-10
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY

4. DEFERRED POLICY ACQUISITION COSTS (CONTINUED)
Included within total deferred policy acquisition costs at December 31, 1997 is
$10,434,000 of present value of future profits (PVP) resulting from acquisitions
accounted for as a purchase. All remaining PVP will be amortized in 1998.

During 1997, 1996 and 1995, the Company sold portions of its investment
portfolio and in accordance with FASB Statement 97, the recognition of the
realized net capital gains resulted in additional amortization of deferred
acquisition costs of $732,000, $1,894,000 and $4,825,000, respectively. In
addition, the Company recorded policyholder dividends payable of $1,095,000 in
1995.

5. PROPERTY AND EQUIPMENT
A summary of property and equipment at December 31 for each year follows (in
thousands):

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Land........................................................................ $ 1,900 $ 1,900
Building and improvements................................................... 24,148 25,133
Furniture and equipment..................................................... 87,537 95,370
--------- ---------
113,585 122,403
Less accumulated depreciation............................................... (70,812) (69,521)
--------- ---------
Net property and equipment.................................................. $ 42,773 $ 52,882
--------- ---------
--------- ---------
</TABLE>

6. ACCIDENT AND HEALTH RESERVES
Activity for the liability for unpaid accident and health claims and claims
adjustment expenses is summarized as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Balance as of January 1, net of reinsurance recoverables........... $ 947,711 $ 928,832 $ 838,810
Add: Incurred losses related to:
Current year..................................................... 773,316 865,907 827,261
Prior years...................................................... (59,634) (64,094) (28,520)
--------- --------- ---------
Total incurred losses.......................................... 713,682 801,813 798,741
Deduct: Paid losses related to:
Current year..................................................... 437,405 549,144 492,460
Prior years...................................................... 235,952 233,790 216,259
--------- --------- ---------
Total paid losses.............................................. 673,357 782,934 708,719
--------- --------- ---------
Balance as of December 31, net of reinsurance recoverables......... $ 988,036 $ 947,711 $ 928,832
--------- --------- ---------
--------- --------- ---------
</TABLE>

The table above compares to the amounts reported on the balance sheet in the
following respects: (1) the table above is presented net of ceded reinsurance
and the accident and health reserves reported on the balance sheet are gross of
ceded reinsurance; (2) the table above includes claims adjustment expense
liabilities that are included in accrued expenses on the balance sheet; and (3)
the table above includes accident and health benefits payable which are included
with other policy claims and benefits payable reported on the balance sheet.

In each of the years presented above, the accident and health insurance line of
business experienced overall favorable development on claims reserves
established as of the previous year end. The favorable development was a result
of lower medical costs due to less uncertainty in the health business and a
reduction of loss reserves due to lower than anticipated inflation in medical
costs.

Management has incorporated the favorable reserve development into its current
estimates of reserve levels. Accordingly, future development on December 31,
1997 reserves is not expected to be as favorable as that experienced in the past
two years.

7. FEDERAL INCOME TAXES
The Company reports its taxable income in a consolidated federal income tax
return along with other affiliated subsidiaries of Fortis, Inc. Income tax
expense or credits are allocated among the affiliated subsidiaries by applying
corporate income tax rates to taxable income or loss determined on a separate
return basis according to a Tax Allocation Agreement.

Deferred income taxes reflect the net tax effects of temporary differences
between the basis of assets and liabilities for financial statement purposes and
for income tax purposes.

F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY

7. FEDERAL INCOME TAXES (CONTINUED)
The significant components of the Company's deferred tax liabilities and assets
as of December 31, 1997 and 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Deferred tax assets:
Separate account assets/liabilities....................................... $ 56,620 $ 40,989
Reserves.................................................................. 43,143 51,271
Claims and benefits payable............................................... 15,238 7,764
Accrued liabilities....................................................... 8,785 8,439
Investments............................................................... 4,795 2,648
Other..................................................................... 3,042 1,549
--------- ---------
Total deferred tax assets............................................... 131,623 112,660

Deferred tax liabilities:
Deferred policy acquisition costs......................................... 72,369 67,850
Unrealized gains.......................................................... 39,015 20,402
Fixed assets.............................................................. 3,914 3,110
Investments............................................................... 1,220 1,942
Other..................................................................... 68 2,348
--------- ---------
Total deferred tax liabilities.......................................... 116,586 95,652
--------- ---------
Net deferred tax asset.................................................. $ 15,037 $ 17,008
--------- ---------
--------- ---------
</TABLE>

The Company is required to establish a valuation allowance for any portion of
the deferred tax asset that management believes will not be realized. In the
opinion of management, it is more likely than not that the Company will realize
the benefit of the deferred tax assets, and, therefore, no such valuation
allowance has been established.

The Company's tax expense (benefit) for the year ended December 31 is shown as
follows (in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Current.............................................................. $ 41,569 $ 32,193 $ 39,660
Deferred............................................................. (6,449) (1,094) (11,769)
--------- --------- ---------
$ 35,120 $ 31,099 $ 27,891
--------- --------- ---------
--------- --------- ---------
</TABLE>

Federal income tax payments and refunds resulted in net payments of $58,859,000,
$16,434,000, and $40,453,000 in 1997, 1996 and 1995, respectively.

The Company's effective income tax rate varied from the statutory federal income
tax rate as follows:

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Statutory income tax rate............................................ 35.0% 35.0% 35.0%
Other, net........................................................... (.6) (.2) (0.9)
--------- --------- ---------
34.4% 34.8% 34.1%
--------- --------- ---------
--------- --------- ---------
</TABLE>

8. ASSETS HELD IN SEPARATE ACCOUNTS
Separate account assets at December 31 were as follows (in thousands):

<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Premium and annuity considerations for the variable annuity products and
variable universal life products for which the contract holder, rather
than the Company, bears the investment risk.............................. $2,947,401 $2,344,474
Assets of the separate accounts owned by the Company, at fair value....... 31,221 30,244
---------- ----------
$2,978,622 $2,374,718
---------- ----------
---------- ----------
</TABLE>

9. REINSURANCE
In the second quarter of 1996, First Fortis Life Insurance Company (First
Fortis), an affiliate, received approval from the New York State Insurance
Department for a reinsurance agreement with the Company. The agreement, which
became effective as of January 1, 1996, decreased First Fortis' long-term
disability reinsurance retention from a $10,000 net monthly benefit to a $2,000
net monthly benefit for claims incurred on and after January 1, 1996. The
Company has assumed $5,742,000 and $6,144,000 of premium from First Fortis in
1997 and 1996, respectively. The Company has assumed $5,452,000 and $3,599,000
of reserves in 1997 and 1996, respectively, from First Fortis.

F-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY

9. REINSURANCE (CONTINUED)
The maximum amount that the Company retains on any one life is $500,000 of life
insurance including accidental death. Amounts in excess of $500,000 are
reinsured with other life insurance companies on a yearly renewable term basis.

Ceded reinsurance premiums for the year ended December 31 were as follows (in
thousands):

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Life insurance........................................................ $ 8,159 $ 8,680 $ 4,661
Accident and health insurance......................................... 13,712 6,793 3,410
--------- --------- ---------
$ 21,871 $ 15,473 $ 8,071
--------- --------- ---------
--------- --------- ---------
</TABLE>

Recoveries under reinsurance contracts for the year ended December 31 were as
follows (in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Life insurance........................................................ $ 2,973 $ 7,225 $ 2,489
Accident and health insurance......................................... 14,781 5,993 8,807
--------- --------- ---------
$ 17,754 $ 13,218 $ 11,296
--------- --------- ---------
--------- --------- ---------
</TABLE>

Reinsurance ceded would become a liability of the Company in the event the
reinsurers are unable to meet the obligations assumed under the reinsurance
agreement. To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentrations of credit risk arising from similar geographic
regions, activities or economic characteristics of the reinsurers.

10. DIVIDEND RESTRICTIONS
Dividend distributions to parent are restricted as to amount by state
regulatory requirements. The Company had $52,367,000 free from such restrictions
at December 31, 1997. Distributions in excess of this amount would require
regulatory approval.

11. REGULATORY ACCOUNTING REQUIREMENTS
Statutory-basis financial statements are prepared in accordance with
accounting practices prescribed or permitted by Minnesota insurance regulatory
authorities. Prescribed statutory accounting practices include a variety of
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass all accounting practices not so
prescribed; such practices may differ from state to state, may differ from
company to company within a state, and may change in the future. The NAIC is
currently in the process of codifying statutory accounting practices. This
project, which is not expected to be completed before 1999, may result in
changes to the accounting practices that insurance enterprises use to prepare
their statutory-basis financial statements.

Insurance enterprises are required by State Insurance Departments to adhere to
minimum risk-based capital ("RBC") requirements developed by the NAIC. The
Company exceeds the minimum RBC requirements.

F-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY

11. REGULATORY ACCOUNTING REQUIREMENTS (CONTINUED)
Reconciliations of net income and shareholder's equity on the basis of statutory
accounting to the related amounts presented in the accompanying statements were
as follows (in thousands):

<TABLE>
<CAPTION>
NET INCOME SHAREHOLDER'S EQUITY
------------------------------- --------------------
1997 1996 1995 1997 1996
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Based on statutory accounting practices........ $ 62,593 $ 55,046 $ 30,576 $ 528,671 $ 482,507
Deferred policy acquisition costs.............. 25,763 27,190 15,100 291,742 268,075
Investment valuation differences............... (497) (2,219) 330 80,245 31,326
Deferred and uncollected premiums.............. (107,194) (4,096) -- -- --
Policy reserves................................ 89,895 (19,873) (29,238) (150,649) (131,159)
Commissions.................................... (3,171) (1,639)
Current income taxes payable................... 6,450 2,386 (1,294) 3,712 (7,895)
Deferred income taxes.......................... 6,449 (1,094) 11,769 (520) 17,008
Realized gains on investments.................. 251 2,599 1,938 -- --
Realized gains transferred to the Interest
Maintenance Reserve (IMR), net of tax......... 9,644 2,335 31,711 -- --
Amortization of IMR, net of tax................ (6,315) (6,130) (5,261) -- --
Write-off of investment........................ (11,705) -- -- -- --
Pension expense................................ (4,153) -- --
Guaranty Funds................................. -- 3,023 --
Property and equipment......................... -- -- -- 15,520 20,481
Interest maintenance reserve................... -- -- -- 53,348 50,019
Asset valuation reserve........................ -- -- -- 75,939 62,961
Other, net..................................... (900) 664 (1,761) (17,902) (12,650)
--------- --------- --------- --------- ---------
As reported herein............................. $ 67,110 $ 58,192 $ 53,870 $ 880,106 $ 780,673
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

12. TRANSACTIONS WITH AFFILIATED COMPANIES
The Company receives various services from Fortis, Inc. and its affiliates.
These services include assistance in benefit plan administration, corporate
insurance, accounting, tax, auditing, investment and other administrative
functions. The fees paid to Fortis, Inc. for these services for years ended
December 31, 1997, 1996 and 1995, were $12,015,000, $13,319,000 and $10,074,00,
respectively.

In conjunction with the marketing of its variable annuity products, the Company
paid $72,105,000, $68,616,000 and $59,308,000 in commissions to its affiliate,
Fortis Investors, Inc., for the years ended December 31, 1997, 1996 and 1995,
respectively.

Administrative expenses allocated for the Company may be greater or less than
the expenses that would be incurred if the Company were operating on a separate
company basis.

Fortis Information Technology (Fortis IT) is a business unit within the Company
and is managed by Fortis, Inc. Based upon an agreement established with Fortis
Inc., over/under charges are transferred annually to Fortis, Inc. The amounts
transferred were $5,149,000 in 1997; $476,000 in 1996 and $0 in 1995. Effective
January 1, 1998, Fortis IT operations have been transferred to Fortis, Inc.

13. FAIR VALUE DISCLOSURES

VALUATION METHODS AND ASSUMPTIONS

The fair values for fixed maturity securities and equity securities are based on
quoted market prices, where available. For fixed maturity securities not
actively traded, fair values are estimated using values obtained from
independent pricing services or, in the case of private placements, are
estimated by discounting expected future cash flows using a current market rate
applicable to the yield, credit quality, and maturity of the investments.

Mortgage loans are reported at unpaid principal balance less allowances for
possible losses. The fair values of mortgage loans are estimated using
discounted cash flow analyses, using interest rates currently being offered for
similar loans to borrowers with similar credit ratings. Mortgage loans with
similar characteristics are aggregated for purposes of the calculations. It is
not practicable to estimate the fair value of policy loans as repayment terms
are at the discretion of the policyholder. For short-term investments, the
carrying amount is a reasonable estimate of fair value. The fair values for the
Company's policy reserves under the investment products are determined using
cash surrender value. As the debt was underwritten in the current year, the
outstanding balance is a reasonable estimate of fair value.

F-14
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY

13. FAIR VALUE DISCLOSURES (CONTINUED)
The fair values under all insurance contracts are taken into consideration in
the Company's overall management of interest rate risk, such that the Company's
exposure to changing interest rates is minimized through the matching of
investment maturities with amounts due under insurance contracts.

<TABLE>
<CAPTION>
(IN THOUSANDS)
DECEMBER 31
----------------------------------------------
1997 1996
---------------------- ----------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Assets:
Investments:
Securities available-for-sale:
Fixed maturities...................................... $2,415,915 $2,415,915 $2,115,499 $2,115,499
Equity securities..................................... 109,832 109,832 106,290 106,290
Mortgage loans on real estate............................. 602,064 661,055 582,869 614,555
Policy loans.............................................. 68,566 68,566 60,722 60,722
Short-term investments.................................... 70,537 70,537 182,817 182,817
Assets held in separate accounts.......................... 2,978,622 2,978,622 2,374,718 2,371,601
Liabilities:
Individual and group annuities (subject to discretionary
withdrawal).............................................. $ 977,495 $ 945,558 $ 916,754 $ 886,110
Debt...................................................... 26,433 26,433 -- --
</TABLE>

14. COMMITMENTS AND CONTINGENCIES
The Company is named as a defendant in a number of legal actions arising
primarily from claims made under insurance policies. These actions have been
considered in establishing policy benefit and loss reserves. Management and its
legal counsel are of the opinion that the settlement of these actions will not
have a material adverse effect on the Company's financial position or results of
operations.

15. RETIREMENT AND OTHER EMPLOYEE BENEFITS
The Company is an indirect wholly-owned subsidiary of Fortis, Inc., which
sponsors a defined benefit pension plan covering employees and certain agents
who meet eligibility requirements as to age and length of service. The benefits
are based on years of service and career compensation. Fortis, Inc.'s funding
policy is to contribute annually the maximum amount that can be deducted for
federal income tax purposes, and to charge each subsidiary an allocable amount
based on its employee census. Pension cost allocated to the Company amounted to
approximately $1,594,000, $1,354,000 and $1,179,000 for 1997, 1996 and 1995,
respectively. As of January 1, 1997, the Plan's total accumulated benefit
obligation determined in accordance with ERISA was approximately $56,838,000.
This amount was based on an assumed interest rate of 8.00% and included vested
benefits of approximately $54,831,000. The fair market value of the Plan assets
as of January 1, 1997 was approximately $60,004,000.

The Company participates in a contributory profit sharing plan, sponsored by
Fortis, Inc., covering employees and certain agents who meet eligibility
requirements as to age and length of service. Benefits are payable to
participants on retirement or disability and to the beneficiaries of
participants in the event of death. The first three percent of an employee's
contribution is matched 200% by the Company. The amount expensed was
approximately $3,926,000, $3,913,000 and 3,765,000 for 1997, 1996 and 1995,
respectively.

In addition to retirement benefits, the Company participates in other health
care and life insurance benefit plans ("postretirement benefits") for retired
employees, sponsored by Fortis, Inc. Health care benefits, either through a
Fortis Inc.-sponsored retiree plan for retirees under age 65 or through a cost
offset for individually purchased Medigap policies for retirees over age 65, are
available to employees who retire on or after January 1, 1993, at age 55 or
older, with 15 years or more service. Life insurance, on a retiree pay all
basis, is available to those who retire on or after January 1, 1993.

Net postretirement benefit costs allocated to the Company for the years ended
December 31, 1997, 1996 and 1995 were $304,000, $290,000 and $287,000,
respectively, and includes the expected cost of such benefits for newly eligible
or vested employees, interest cost, gains and losses arising from differences
between actuarial assumptions and actual experience, and amortization of the
transition obligation. The Company made contributions to the plans of
approximately $20,000, $8,000 and $0 in 1997, 1996 and 1995, respectively, as
claims were incurred.

At December 31, 1997 and 1996, the unfunded postretirement benefit obligation
for retirees and other fully eligible or vested plan participants was $1,148,000
and $844,000, respectively. The discount rate used in determining the
accumulated postretirement benefit obligation was 7.5%. The health care cost
trend rate for those under age 65 was 12.8%, graded to 5.5% over 26 years. The
health care cost trend rate for those over age 65 was 12.0%, graded to 6.2% over
26 years.

F-15
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
FORTIS BENEFITS INSURANCE COMPANY

16. DEBT
The following is a summary of the debt at December 31, 1997 (in thousands):

<TABLE>
<S> <C>
Mortgage note bearing a floating interest rate of 200 basis points over LIBOR, (5.84%
at December 31, 1997) adjustable every six months, principal and interest due
monthly, matures July 2001........................................................... $ 3,150
Mortgage note bearing a floating interest rate of 225 basis points over LIBOR (5.84%
at December 31, 1997) adjustable every six months, principal and interest due
monthly, balloon payment due July 1998............................................... 18,100
Mortgage note bearing interest at 7.60%, principal and interest due monthly, matures
October 2002......................................................................... 5,183
---------
$ 26,433
---------
---------
</TABLE>

Maturities of the debt as of December 31, 1997 are as follows (in thousands):

These mortgage notes are collateralized by certain real estate investments
included in real estate and other investments in the balance sheet.

Interest expense paid by the Company during 1997 on this debt was approximately
$1,075,000.

17. YEAR 2000 ISSUES (UNAUDITED)
The Year 2000 issue is the result of computer programs having been written
using two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of the Company and any of
its businesses or subsidiaries. All of the Company's major businesses are
heavily dependent upon internal computer systems, and many have significant
interaction with systems of third parties.

A comprehensive review of the Company's computer systems and business processes
has been conducted to identify the major systems that could be affected by the
Year 2000 issue. Steps are being taken to resolve any potential problems
including modification to existing software and the purchase of new software.
These measures are scheduled to be completed and tested on a timely basis. The
Company's goal is to complete internal remediation and testing of each system by
early 1999.

Factors that could influence the total costs to be incurred by the Company in
connection with the Year 2000 issue include the ability of the Company to
successfully identify systems containing two-digit year codes, the nature and
amount of programming required to fix the affected programs, the related labor
and consulting costs for such remediation, and the ability of third parties that
interface with the Company to successfully address their Year 2000 issues.

The Company is evaluating the Year 2000 readiness of advisors and other third
parties whose system failures could have an impact on the Company's operations.
The potential materiality of any such impact is not entirely known at this time.
The Company is closely monitoring these entities to avoid any unforeseen
circumstances.

F-16
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
Fortis Benefits Insurance Company

We have audited the accompanying statement of net assets of Fortis Benefits
Insurance Company Variable Account C (comprising, respectively, the Fortis
Series Fund, Inc.'s Growth Stock, U.S. Government Securities, Money Market,
Asset Allocation, Diversified Income, Global Growth, Aggressive Growth, Growth &
Income, High Yield, Global Asset Allocation, Global Bond, International Stock,
Value, S & P 500 and Blue Chip Stock Subaccounts) as of December 31, 1997, and
the related statements of changes in net assets for each of the two years in the
period then ended, except for the Fortis Series Fund, Inc.'s Value, S & P 500
and Blue Chip Stock Subaccounts which are for the year ended December 31, 1997
and the period from May 1, 1996 to December 31, 1996 and the Norwest Select
Fund's Small Company Stock Subaccount which is for the year ended December 31,
1996. These financial statements are the responsibility of the management of
Fortis Benefits Insurance Company. Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1997 by correspondence with
the custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the portfolio
subaccounts constituting Fortis Benefits Insurance Company Variable Account C at
December 31, 1997, and the changes in its net assets for the periods described
in the first paragraph, in conformity with generally accepted accounting
principles.

[/S/ ERNST & YOUNG LLP]
Minneapolis, Minnesota
March 27, 1998

F-17
<PAGE>
STATEMENT OF NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
DECEMBER 31, 1997
<TABLE>
<CAPTION>
ATTRIBUTABLE
ATTRIBUTABLE TO
NET ASSETS TO FORTIS VARIABLE
AT BENEFITS LIFE
MARKET INSURANCE INSURANCE
SHARES COST VALUE COMPANY POLICIES
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS IN FORTIS SERIES FUND, INC.:
Growth Stock............................... 4,918,108 $119,092,149 $180,195,553 $ -- $180,195,553
U.S. Government Securities................. 823,885 8,891,928 8,799,419 -- 8,799,419
Money Market............................... 733,054 8,104,069 8,085,513 -- 8,085,513
Asset Allocation........................... 2,349,224 36,589,322 41,390,510 -- 41,390,510
Diversified Income......................... 564,799 6,654,121 6,768,217 -- 6,768,217
Global Growth.............................. 3,841,625 59,792,325 77,949,647 -- 77,949,647
Aggressive Growth.......................... 2,537,895 32,490,597 35,057,717 -- 35,057,717
Growth & Income............................ 1,451,003 21,902,297 27,213,567 -- 27,213,567
High Yield................................. 433,243 4,487,534 4,665,766 -- 4,665,766
Global Asset Allocation.................... 455,963 5,582,318 6,058,197 -- 6,058,197
Global Bond................................ 167,156 1,861,683 1,779,806 -- 1,779,806
International Stock........................ 1,170,134 14,441,484 15,633,462 -- 15,633,462
Value...................................... 506,169 6,339,301 6,793,044 404,356 6,388,688
S & P 500.................................. 1,280,717 16,817,704 19,120,860 2,167,008 16,953,852
Blue Chip Stock............................ 852,010 10,723,752 12,567,153 2,123,894 10,443,259
----------- ----------- ------------ -----------
Total........................................ $353,770,584 $452,078,431 $ 4,695,258 $447,383,173
----------- ----------- ------------ -----------
----------- ----------- ------------ -----------

<CAPTION>
NET ASSET
VALUE FOR
VARIABLE
LIFE
INSURANCE
POLICIES
ACCUMULATION PER
UNITS ACCUMULATION
OUTSTANDING UNIT
------------- -----------
<S> <C> <C>
INVESTMENTS IN FORTIS SERIES FUND, INC.:
Growth Stock............................... 7,118,261 $ 25.31
U.S. Government Securities................. 530,809 16.58
Money Market............................... 578,967 13.97
Asset Allocation........................... 1,796,661 23.04
Diversified Income......................... 388,218 17.43
Global Growth.............................. 3,971,604 19.63
Aggressive Growth.......................... 2,637,215 13.29
Growth & Income............................ 1,391,380 19.56
High Yield................................. 359,601 12.97
Global Asset Allocation.................... 419,526 14.44
Global Bond................................ 149,590 11.90
International Stock........................ 1,110,100 14.08
Value...................................... 466,071 13.71
S & P 500.................................. 1,147,368 14.78
Blue Chip Stock............................ 717,913 14.55
-------------
Total........................................ 22,783,284
-------------
-------------
</TABLE>

See accompanying notes.

F-18
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
FORTIS U.S. FORTIS FORTIS
FORTIS GOVERNMENT MONEY FORTIS ASSET DIVERSIFIED
GROWTH STOCK SECURITIES MARKET ALLOCATION INCOME
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
OPERATIONS
Dividend income.............................. $ 16,536 $ 600,561 $ 318,907 $ 5,630,084 $ 458,290
Mortality and expense and policy advance
charges..................................... (1,928,584) (91,178) (89,913) (435,946) (71,161)
Net realized gain (loss) on investments...... 3,421,669 173,173 (22,812) 526,622 56,634
Net unrealized appreciation (depreciation) of
investments................................. 16,067,592 (74,889) 117,253 496,493 101,815
------------ ----------- ----------- ------------ -----------
Net increase (decrease) in net assets
resulting from operations................... 17,577,213 607,667 323,435 6,217,253 545,578

CAPITAL TRANSACTIONS
Purchase of variable account units........... 18,101,571 2,337,630 11,107,675 5,874,956 1,770,902
Redemption of variable account units......... (10,430,951) (2,340,875) (10,678,593) (2,133,574) (1,053,700)
Mortality and expense charges redeemed....... 1,928,584 91,178 89,913 435,946 71,161
Funding of subaccount by Fortis Benefits
Insurance Company........................... -- -- -- -- --
Redemption of Fortis Benefits Insurance
Company investment in subaccount............ -- -- -- -- --
Dividend income distribution to Fortis
Benefits Insurance Company.................. -- -- -- -- --
------------ ----------- ----------- ------------ -----------
Increase from capital transactions........... 9,599,204 87,933 518,995 4,177,328 788,363
Net assets at beginning of year.............. 153,019,136 8,103,819 7,243,083 30,995,929 5,434,276
------------ ----------- ----------- ------------ -----------
Net assets at end of year.................... $180,195,553 $8,799,419 $ 8,085,513 $41,390,510 $6,768,217
------------ ----------- ----------- ------------ -----------
------------ ----------- ----------- ------------ -----------

<CAPTION>
FORTIS FORTIS
FORTIS GLOBAL AGGRESSIVE GROWTH &
GROWTH GROWTH INCOME
------------- ----------- -----------
<S> <C> <C> <C>
OPERATIONS
Dividend income.............................. $ -- $ 473 $ 836,584
Mortality and expense and policy advance
charges..................................... (840,959) (325,707) (219,629)
Net realized gain (loss) on investments...... 1,027,708 28,215 145,502
Net unrealized appreciation (depreciation) of
investments................................. 3,834,048 1,389,881 3,656,481
------------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations................... 4,020,797 1,092,862 4,418,938
CAPITAL TRANSACTIONS
Purchase of variable account units........... 15,303,244 12,628,674 11,389,955
Redemption of variable account units......... (4,139,111) (1,470,664) (743,822)
Mortality and expense charges redeemed....... 840,959 325,707 219,629
Funding of subaccount by Fortis Benefits
Insurance Company........................... -- -- --
Redemption of Fortis Benefits Insurance
Company investment in subaccount............ -- -- --
Dividend income distribution to Fortis
Benefits Insurance Company.................. -- -- --
------------- ----------- -----------
Increase from capital transactions........... 12,005,092 11,483,717 10,865,762
Net assets at beginning of year.............. 61,923,758 22,481,138 11,928,867
------------- ----------- -----------
Net assets at end of year.................... $ 77,949,647 $35,057,717 $27,213,567
------------- ----------- -----------
------------- ----------- -----------
</TABLE>

See accompanying notes.

F-19
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
FORTIS
GLOBAL FORTIS FORTIS
FORTIS HIGH ASSET FORTIS INTERNATIONAL VALUE
YIELD ALLOCATION GLOBAL BOND STOCK FORTIS
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
OPERATIONS
Dividend income.............................. $ 6,334 $ 308,250 $ 74,264 $ 625,067 $ 374,828
Mortality and expense and policy advance
charges..................................... (43,646) (55,228) (19,097) (139,293) (37,738)
Net realized gain (loss) on investments...... 84,353 47,142 (1,793) 134,574 56,719
Net unrealized appreciation (depreciation) of
investments................................. 260,719 259,453 (62,340) 524,447 361,973
------------ ----------- ----------- ------------ -----------
Net increase (decrease) in net assets
resulting from operations................... 307,760 559,617 (8,966) 1,144,795 755,782
CAPITAL TRANSACTIONS
Purchase of variable account units........... 2,950,385 2,349,695 752,268 6,913,720 5,531,019
Redemption of variable account units......... (1,371,034) (472,728) (623,679) (1,225,184) (734,522)
Mortality and expense charges redeemed....... 43,646 55,228 19,097 139,293 37,738
Funding of subaccount by Fortis Benefits
Insurance Company........................... -- -- -- -- --
Redemption of Fortis Benefits Insurance
Company investment in subaccount............ -- -- -- -- --
Dividend income distribution to Fortis
Benefits Insurance Company.................. -- -- -- -- (8,848)
------------ ----------- ----------- ------------ -----------
Increase from capital transactions........... 1,622,997 1,932,195 147,686 5,827,829 4,825,387
Net assets at beginning of year.............. 2,735,009 3,566,385 1,641,086 8,660,838 1,211,875
------------ ----------- ----------- ------------ -----------
Net assets at end of year.................... $ 4,665,766 $6,058,197 $ 1,779,806 $15,633,462 $ 6,793,044
------------ ----------- ----------- ------------ -----------
------------ ----------- ----------- ------------ -----------

COMBINED
FORTIS S & P FORTIS BLUE VARIABLE
500 CHIP STOCK ACCOUNT
------------- ----------- -----------
<S> <C> <C> <C>
OPERATIONS
Dividend income.............................. $ 294,610 $ 52,416 $ 9,597,204
Mortality and expense and policy advance
charges..................................... (100,810) (57,714) (4,456,603)
Net realized gain (loss) on investments...... 200,711 16,021 5,894,438
Net unrealized appreciation (depreciation) of
investments................................. 1,996,353 1,516,126 30,445,405
------------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations................... 2,390,864 1,526,849 41,480,444
CAPITAL TRANSACTIONS
Purchase of variable account units........... 16,661,529 8,266,243 121,939,466
Redemption of variable account units......... (3,472,986) (109,173) (41,000,596)
Mortality and expense charges redeemed....... 100,810 57,714 4,456,603
Funding of subaccount by Fortis Benefits
Insurance Company........................... -- -- --
Redemption of Fortis Benefits Insurance
Company investment in subaccount............ -- -- --
Dividend income distribution to Fortis
Benefits Insurance Company.................. (32,520) (23,901) (65,269)
------------- ----------- -----------
Increase from capital transactions........... 13,256,833 8,190,883 85,330,204
Net assets at beginning of year.............. 3,473,163 2,849,421 325,267,783
------------- ----------- -----------
Net assets at end of year.................... $ 19,120,860 $12,567,153 $452,078,431
------------- ----------- -----------
------------- ----------- -----------
</TABLE>

See accompanying notes.

F-20
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
FORTIS U.S. FORTIS FORTIS
FORTIS GOVERNMENT MONEY FORTIS ASSET DIVERSIFIED
GROWTH STOCK SECURITIES MARKET ALLOCATION INCOME
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
OPERATIONS
Dividend income.............................. $ 527,085 $ 605,366 $ 247,490 $ 1,554,337 $ 400,689
Mortality and expense and policy advance
charges..................................... (1,560,953) (93,233) (65,386) (304,540) (58,622)
Net realized gain (loss) on investments...... 3,093,713 5,038 169,300 865,889 57,483
Net unrealized appreciation (depreciation) of
investments................................. 16,535,918 (438,794) (117,129) 840,429 (242,246)
------------ ----------- ----------- ------------ -----------
Net increase (decrease) in net assets
resulting from operations................... 18,595,763 78,377 234,275 2,956,115 157,304

CAPITAL TRANSACTIONS
Purchase of variable account units........... 27,173,798 1,636,966 9,335,749 6,373,151 1,861,420
Redemption of variable account units......... (6,937,039) (2,341,998) (7,246,239) (1,972,178) (1,629,694)
Mortality and expense charges redeemed....... 1,560,953 93,233 65,386 304,540 58,622
Funding of subaccount by Fortis Benefits
Insurance Company........................... -- -- -- -- --
Redemption of Fortis Benefits Insurance
Company investment in subaccount............ (1,710,453) -- -- (795,833) --
Dividend income distribution to Fortis
Benefits Insurance Company.................. -- -- -- -- --
------------ ----------- ----------- ------------ -----------
Net increase (decrease) from capital
transactions................................ 20,087,259 (611,799) 2,154,896 3,909,680 290,348
Net assets at beginning of year.............. 114,336,114 8,637,241 4,853,912 24,130,134 4,986,624
------------ ----------- ----------- ------------ -----------
Net assets at end of year.................... $153,019,136 $8,103,819 $ 7,243,083 $30,995,929 $5,434,276
------------ ----------- ----------- ------------ -----------
------------ ----------- ----------- ------------ -----------

<CAPTION>
FORTIS FORTIS FORTIS
GLOBAL AGGRESSIVE GROWTH & FORTIS HIGH
GROWTH GROWTH INCOME YIELD
------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OPERATIONS
Dividend income.............................. $ 83,808 $ 39,056 $ 325,645 $ 234,012
Mortality and expense and policy advance
charges..................................... (587,181) (185,010) (85,797) (23,877)
Net realized gain (loss) on investments...... 993,919 357,189 274,926 21,357
Net unrealized appreciation (depreciation) of
investments................................. 6,922,496 (12,181) 1,035,468 (5,315)
------------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations................... 7,413,042 199,054 1,550,242 226,177
CAPITAL TRANSACTIONS
Purchase of variable account units........... 19,313,887 14,849,914 6,716,429 1,521,655
Redemption of variable account units......... (1,849,063) (1,128,224) (582,392) (513,751)
Mortality and expense charges redeemed....... 587,181 185,010 85,797 23,877
Funding of subaccount by Fortis Benefits
Insurance Company........................... -- -- -- --
Redemption of Fortis Benefits Insurance
Company investment in subaccount............ (691,667) (813,949) (817,093) (1,306,472)
Dividend income distribution to Fortis
Benefits Insurance Company.................. -- -- -- --
------------- ----------- ----------- -----------
Net increase (decrease) from capital
transactions................................ 17,360,338 13,092,751 5,402,741 (274,691)
Net assets at beginning of year.............. 37,150,378 9,189,333 4,975,884 2,783,523
------------- ----------- ----------- -----------
Net assets at end of year.................... $ 61,923,758 $22,481,138 $11,928,867 $2,735,009
------------- ----------- ----------- -----------
------------- ----------- ----------- -----------
</TABLE>

See accompanying notes

F-21
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
FORTIS
GLOBAL FORTIS FORTIS
ASSET GLOBAL INTERNATIONAL FORTIS FORTIS
ALLOCATION BOND STOCK VALUE* S & P 500*
------------ ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
OPERATIONS
Dividend income.............................. $ 141,406 $ 80,570 $ 259,053 $ 6,679 $ 19,549
Mortality and expense and policy advance
charges..................................... (27,914) (16,020) (61,578) (2,299) (4,259)
Net realized gain on investments............. 367,644 1,414 368,588 365 5,170
Net unrealized appreciation (depreciation) of
investments................................. (17,628) (161,532) 384,582 91,771 306,803
------------ ----------- ----------- ------------ -----------
Net increase (decrease) in net assets
resulting from operations................... 463,508 (95,568) 950,645 96,516 327,263

CAPITAL TRANSACTIONS
Purchase of variable account units........... 1,974,410 1,203,711 5,472,129 868,724 1,805,644
Redemption of variable account units......... (178,317) (495,016) (271,603) (43,808) (104,433)
Mortality and expense charges redeemed....... 27,914 16,020 61,578 2,299 4,259
Funding of subaccount by Fortis Benefits
Insurance Company........................... -- -- -- 290,000 1,450,000
Redemption of Fortis Benefits Insurance
Company investment in subaccount............ (5,888,424) (5,496,965) (5,860,743) -- --
Dividend income distribution to Fortis
Benefits Insurance Company.................. -- -- -- (1,856) (9,570)
------------ ----------- ----------- ------------ -----------
Net increase (decrease) from capital
transactions................................ (4,064,417) (4,772,250) (598,639) 1,115,359 3,145,900
Net assets at beginning of year.............. 7,167,294 6,508,904 8,308,832 -- --
------------ ----------- ----------- ------------ -----------
Net assets at end of year.................... $ 3,566,385 $ 1,641,086 $8,660,838 $ 1,211,875 $3,473,163
------------ ----------- ----------- ------------ -----------
------------ ----------- ----------- ------------ -----------

<CAPTION>
NORWEST
SMALL COMBINED
FORTIS BLUE COMPANY VARIABLE
CHIP STOCK* STOCK ACCOUNT
------------- ----------- -----------
<S> <C> <C> <C>
OPERATIONS
Dividend income.............................. $ 9,822 $ -- $ 4,534,567
Mortality and expense and policy advance
charges..................................... (3,294) -- (3,079,963)
Net realized gain on investments............. 5,823 -- 6,587,818
Net unrealized appreciation (depreciation) of
investments................................. 327,274 88,953 25,538,869
------------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations................... 339,625 88,953 33,581,291
CAPITAL TRANSACTIONS
Purchase of variable account units........... 1,156,736 -- 101,264,323
Redemption of variable account units......... (94,289) -- (25,388,044)
Mortality and expense charges redeemed....... 3,294 -- 3,079,963
Funding of subaccount by Fortis Benefits
Insurance Company........................... 1,450,000 -- 3,190,000
Redemption of Fortis Benefits Insurance
Company investment in subaccount............ -- (1,248,440) (24,630,039)
Dividend income distribution to Fortis
Benefits Insurance Company.................. (5,945) -- (17,371)
------------- ----------- -----------
Net increase (decrease) from capital
transactions................................ 2,509,796 (1,248,440) 57,498,832
Net assets at beginning of year.............. -- 1,159,487 234,187,660
------------- ----------- -----------
Net assets at end of year.................... $ 2,849,421 $ -- $325,267,783
------------- ----------- -----------
------------- ----------- -----------
</TABLE>

*For the period from May 1, 1996 to December 31, 1996.

See accompanying notes.

F-22
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FORTIS BENEFITS INSURANCE COMPANY
VARIABLE ACCOUNT C
DECEMBER 31, 1997

1. GENERAL

FORTIS BENEFITS INSURANCE COMPANY

Variable Account C (the "Account") was established as a segregated asset account
of Fortis Benefits Insurance Company ("Fortis Benefits") on March 13, 1986 under
Minnesota law. The Account is registered under the Investment Company Act of
1940 as a unit investment trust.

Fortis Benefits was founded in 1910. At the end of 1997, Fortis Benefits had
approximately $94 billion of total life insurance in force. Fortis Benefits is a
Minnesota corporation and is qualified to sell life insurance and annuity
contracts in the District of Columbia and in all states except New York. Fortis
Benefits is an indirectly wholly-owned subsidiary of Fortis, Inc., which is
itself indirectly owned 50% by N.V. AMEV and 50% by Compagnie Financiere et de
Reassurance du Group AG ("Group AG"). Fortis, Inc. manages the United States
operations for these two companies.

N.V. AMEV is a diversified financial services company headquartered in Utrecht,
The Netherlands, where its insurance operations began in 1847. Group AG is a
diversified financial services company headquartered in Brussels, Belgium, where
its insurance operations began in 1824. N.V. AMEV and Group AG have merged their
operating companies under the trade name of Fortis. The Fortis group of
companies is active in insurance, banking, and financial services, and real
estate development in The Netherlands, Belgium, the United States, Western
Europe, and the Pacific Rim. The Fortis group of companies had in excess of $167
billion assets at the end of 1997.

There are fifteen subaccounts within the Account, each of which invests only in
a corresponding portfolio of Fortis Series Fund, Inc. (the Fund). The investment
objectives and policies of each subaccount are as follows.

- GROWTH STOCK SUBACCOUNT--seeks growth of capital through short-term and
long-term appreciation.

- U.S. GOVERNMENT SECURITIES SUBACCOUNT--seeks to earn a high level of
current income consistent with prudent investment risk.

- MONEY MARKET SUBACCOUNT--seeks high level of capital stability and
liquidity and, to the extent consistent with these objectives, a high
level of current income.

- ASSET ALLOCATION SUBACCOUNT--seeks favorable overall rates of return on
capital, primarily through increased ownership of equity securities
during periods when stock market conditions appear favorable, and
short-term and long-term debt instruments during periods when stock
market conditions are less favorable.

- DIVERSIFIED INCOME SUBACCOUNT--seeks high level of current income by
investing primarily in a diversified portfolio of government securities
and investment grade corporate bonds.

- GLOBAL GROWTH SUBACCOUNT--seeks growth of capital through long-term
capital appreciation, through ownership of equity securities, allocated
among diverse international markets.

- AGGRESSIVE GROWTH SUBACCOUNT--seeks long-term capital appreciation in
equity securities.

- GROWTH & INCOME SUBACCOUNT--seeks growth of capital and current income,
through ownership of equity securities that provide an income component
and the potential for growth.

- HIGH YIELD SUBACCOUNT--seeks maximum total return through current income
and capital appreciation, through ownership of a diversified portfolio of
high-yielding fixed-income securities.

- GLOBAL ASSET ALLOCATION SUBACCOUNT--seeks favorable overall rates of
return on capital, primarily through increased ownership of foreign and
domestic equity securities during periods when stock market conditions
appear favorable, and short-term and long-term foreign and domestic debt
instruments during periods when stock market conditions are less
favorable.

F-23
<PAGE>
1. GENERAL (CONTINUED)
- GLOBAL BOND SUBACCOUNT--seeks total return from current income and
capital appreciation, by investing in a global portfolio of high quality
fixed income securities.

- INTERNATIONAL STOCK SUBACCOUNT--seeks capital appreciation by investing
primarily in equity securities of non-United States companies.

- VALUE SUBACCOUNT--seeks growth of capital through short- and long-term
capital appreciation. Investing in equity securities based on the "Value"
philosophy.

- S&P 500 SUBACCOUNT--seeks growth of capital by replicating the total
return of the Standard & Poor's 500 Composite Stock Price Index.

- BLUE CHIP STOCK SUBACCOUNT--seeks capital appreciation by investing
primarily in large and medium-sized blue chip companies.

Certain 1995 and 1996 amounts have been reclassified to conform to the 1997
presentation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The assets of the Account are segregated from Fortis Benefits' other assets.
The operations of the Account are part of Fortis Benefits. The following is a
summary of significant accounting policies consistently followed by the Account
in the preparation of its financial statements.

INVESTMENT TRANSACTIONS

Capital gain distributions from subaccounts are recorded on the ex-dividend date
and reinvested upon receipt.

INVESTMENT INCOME

Dividend income from subaccounts is recorded on the ex-dividend date and
reinvested upon receipt.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of net assets at the date of the financial
statements and the reported amounts of net increase and decrease in net assets
from operations during the reporting period. Actual results could differ from
these estimates.

3. INVESTMENTS
Investments in shares of Fortis Series Fund, Inc. are stated at market
value, which is based on the percentage owned by the Account of the net asset
value of the respective portfolios of these Series. The Series' net asset value
is based on market quotations of the securities held in the portfolio.

The cost of investments sold and redeemed is determined using the average cost
method. Unrealized appreciation or depreciation of investments represents the
Account's share of the subaccount's undistributed net investment income,
undistributed realized gains and losses and unrealized appreciation or
depreciation.

Purchases and sales of shares of the Funds are recorded on the trade date. The
number of shares and aggregate cost of purchases, including reinvested dividends
and realized capital gains, and average cost of investments sold or redeemed
were as follows:

YEAR ENDED DECEMBER 31, 1997:

F-24
<PAGE>
3. INVESTMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 1997: (CONTINUED)
<TABLE>
<CAPTION>
SHARES COST OF
---------------------- COST OF SALES/
PURCHASED SOLD PURCHASES REDEMPTIONS
----------- --------- --------- ------------
<S> <C> <C> <C> <C>
Diversified Income................ 189,118 88,862 $2,229,192 $ 997,065
Global Growth..................... 787,179 205,436 5,303,244 3,111,402
Aggressive Growth................. 1,000,432 113,159 12,629,147 1,442,450
Growth & Income................... 706,056 41,743 12,226,539 598,320
High Yield........................ 286,488 131,597 2,956,719 1,286,680
Global Asset Allocation........... 203,227 36,183 2,657,945 425,586
Global Bond....................... 76,577 57,378 826,532 625,473
International Stock............... 564,562 90,535 7,538,787 1,090,609
Value............................. 453,158 55,272 5,905,847 686,651
S&P 500........................... 1,245,489 270,028 16,956,139 3,304,795
Blue Chip Stock................... 617,149 9,949 8,318,659 117,053
</TABLE>

YEAR ENDED DECEMBER 31, 1996:

<TABLE>
<CAPTION>
SHARES COST OF
---------------------- COST OF SALES/
PURCHASED SOLD PURCHASES REDEMPTIONS
----------- --------- --------- ------------
<S> <C> <C> <C> <C>
Fortis Series Fund, Inc.:
Growth Stock...................... 906,356 281,510 $27,700,883 $5,553,779
U.S. Government Securities........ 211,013 218,096 2,242,332 2,336,960
Money Market...................... 874,778 661,265 9,583,239 7,076,939
Asset Allocation.................. 472,772 166,417 7,927,488 1,902,122
Diversified Income................ 192,647 136,953 2,262,109 1,572,211
Global Growth..................... 1,077,280 143,512 19,397,695 1,546,811
Aggressive Growth................. 1,069,037 143,413 14,888,970 1,584,984
Growth & Income................... 502,212 103,219 7,042,074 1,124,559
High Yield........................ 172,702 180,194 1,755,667 1,798,866
Global Asset Allocation........... 177,204 515,514 2,115,816 5,699,097
Global Bond....................... 115,216 543,796 1,284,281 5,990,567
International Stock............... 481,809 522,628 5,731,182 5,763,758
Value............................. 110,704 4,219 875,403 45,299
S & P 500......................... 312,562 9,660 1,825,193 108,833
Blue Chip Stock................... 252,865 8,703 1,166,558 94,411
Norwest Select Fund:
Small Company Stock Fund.......... -- 103,433 -- 1,248,440
</TABLE>

Fortis Benefits' investment in the subaccounts represented the following number
of shares of the Funds held and aggregate cost of amounts invested at December
31, 1997:

<TABLE>
<CAPTION>
NUMBER OF COST OF
SHARES SHARES
----------- ---------
<S> <C> <C>
Fortis Series Fund, Inc.:
Value............................................. 30,129 $ 307,354
S & P 500......................................... 145,146 1,463,960
Blue Chip Stock................................... 143,994 1,443,643
</TABLE>

4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES

ORGANIZATIONAL EXPENSES

Fortis Benefits assumed all organizational expenses of the Account.

F-25
<PAGE>
4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)
PREMIUM EXPENSE CHARGE

For Harmony Investment Life policies a 5% sales charge and a 2.2% state premium
tax is deducted from each premium payment received by Fortis Benefits. The
resulting net premiums are allocated to the subaccounts of the Account and/or to
the Fortis Benefits general accounts. For Wall Street Series VUL 100, VUL 220
and VUL 500 policies, Fortis Benefits reserves the right to impose a charge up
to 2.5% of each premium payment, to be reimbursed for premium taxes or similar
charges it expects to pay. For Wall Street Series Survivor, Fortis Benefits
reserves the right to impose a charge up to 3.0% of each premium payment, to be
reimbursed for premium taxes or similar charges it expects to pay.

MONTHLY DEDUCTIONS FROM POLICY VALUE

Monthly deductions from the net assets attributed to each policy are as follows:

- Monthly cost of insurance.

- Monthly cost of any optional insurance benefits added by rider.

For Harmony Investment Life Policies:

- Monthly administrative charge of $5.00 per policy ($3.00 for policies
applied for prior to July 1, 1988).

- For policies issued subsequent to July 1, 1988, Fortis Benefits reserves
the right to impose an expense charge of not more than $15.00 per month
and an additional per-thousand-of-face amount of insurance expense charge
of not more than $.08 per month for insureds age 29 or less and $.25 per
month for insureds age 30 and over during the first twelve policy months.
Fortis Benefits currently does not impose any of the expense charges
described in the preceding sentence.

- For policies issued prior to July 1, 1988, Fortis Benefits currently
imposes an expense charge of $10.00 per month and an additional
per-thousand-of-face amount of insurance expense charge of $0.06 per
month for insureds age 29 or less and $0.20 per month for insureds age 30
and over during the first twelve policy months.

For Wall Street Series VUL 100, VUL 220, VUL 500 and Survivor Policies:

- For Wall Street Series VUL 100, VUL 220 and VUL 500 a monthly
administrative charge of $4.50 per policy. For Wall Street Series
Survivor a monthly administrative charge of $6.00 per policy. Fortis
Benefits reserves the right to change this administrative charge, but it
will never exceed $7.50 per month.

- For VUL 220 and VUL 500, a monthly sales, premium tax and policy advance
charge of $4.00 per policy.

MORTALITY AND EXPENSE RISK AND POLICY ADVANCE CHARGES

Fortis Benefits deducts a daily mortality and expense risk charge from the
Account at an annual rate of 0.75% of the net assets of Harmony Investment Life
policyholders and 0.90% of the net assets of Wall Street Series VUL 100, VUL 220
and VUL 500 policyholders. These charges will be deducted by Fortis Benefits in
return for its assumption of expenses arising from adverse mortality experience
or excess administrative expenses in connection with policies issued. Fortis
Benefits also deducts a sales, premium tax and policy advance charge from the
Account at an annual rate of 0.27% of net assets of Wall Street Series VUL 220
and VUL 500 policyholders, and 0.35% of net assets of Wall Street Series
Survivor policyholders.

SURRENDER CHARGES

For Wall Street Series VUL 100, VUL 220 and VUL 500 policies surrendered within
the first eleven years of issuance, Fortis Benefits assesses a surrender charge.
The charge is the sum of any sales, premium tax, and policy advance charges not
previously deducted on a monthly or daily basis. For VUL 220 and VUL 500, there
is an additional surrender charge of $5.00 per thousand of the policy's initial
face amount plus a maximum percentage of the annualized net minimum premiums.
The percentage is 12% for VUL 220 and 22% for VUL 500. The surrender charge for
all Wall Street policies is limited to certain maximums based on the insured
person's age at the time of issuance and decreases at a constant rate on the
fifth and subsequent anniversary until it reaches zero on the eleventh policy
anniversary. A similar schedule of surrender charges is imposed on face amount
increases.

F-26
<PAGE>
4. ORGANIZATIONAL EXPENSES AND OTHER CHARGES (CONTINUED)
For Harmony Investment Life policies surrendered within the first nine years of
issuance of the policy or face increase, a surrender charge is assessed. The
charge is a maximum of 25% of the annualized net premium and decreases at a
constant rate on the fifth and subsequent anniversary until it reaches zero on
the ninth policy anniversary.

Surrender charges collected by Fortis Benefits were $4,221,397 and $3,159,110 in
1997 and 1996, respectively.

5. FEDERAL INCOME TAXES
The operations of the Account form a part of, and are taxed with, the
operations of Fortis Benefits, which is taxed as a life insurance company under
the Internal Revenue Code. As a result, the net asset values of the subaccounts
are not affected by federal income taxes on income distributions received by the
subaccounts.

6. RELATED PARTY TRANSACTIONS
Fortis Advisers, Inc. (a wholly-owned subsidiary of Fortis, Inc.) provides
investment management services to Fortis Series Fund, Inc. in exchange for
investment advisory and management fees. Investment advisory and management fees
are based on each portfolio's daily net assets and decrease in reduced
percentages as average daily net assets increase. The fees represent an
investment expense to Fortis Series Fund, Inc. which reduces the portfolios' net
assets. These fees charged by Fortis Advisers, Inc. are not available on an
individual variable account basis. Fees for all variable accounts to which
Fortis Advisers, Inc. provided investment management services amounted to
$14,415,172 and $11,076,174 in 1997 and 1996, respectively.

7. YEAR 2000 ISSUE (UNAUDITED)
The Year 2000 issue is the result of computer programs having been written
using two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of the Account. The Account
has no computer systems of its own but is dependent upon the systems of Fortis
Benefits, Fortis Advisers and certain other third parties.

A comprehensive review of Fortis Benefits' and Fortis Advisers' computer systems
and business processes has been conducted to identify the major systems that
could be affected by the Year 2000 issue. Steps are being taken to resolve any
potential problems including modification to existing software and the purchase
of new software. These measures are scheduled to be completed and tested on a
timely basis. Fortis Benefits' and Fortis Advisers' goal is to complete internal
remediation and testing of each system by early 1999. The Year 2000 readiness of
third parties whose system failures could have an impact on the Account's
operations is currently being evaluated. The potential materiality of any such
impact is not known at this time.

F-27
<PAGE>
APPENDIX A

OPTIONAL INCOME PLANS

The insurance proceeds when the insured dies or the Surrender Value on the
maturity date or on full surrender of the Policy, instead of being paid in one
lump sum, may be applied under one or more of the following income plans. A tax
adviser should be consulted as to the differing tax consequences of each of
these plans. Values under the income plans do not depend upon the investment
experience of a separate account. Under options 3 or 4, unless a guaranteed
period or refund alternative is selected, it would be possible to receive only
one payment, in the case of the payee's early death.

OPTION 1. INTEREST PAYMENTS

Fortis Benefits will pay interest at twelve, six, three or one month intervals
for a specified period, as selected by the Policy owner. At the end of the
selected period, Fortis Benefits will pay the proceeds in a single sum or under
any other option selected when this option is chosen.

OPTION 2. PAYMENTS OF A FIXED AMOUNT OR FOR A FIXED PERIOD

Fortis Benefits will make payments in an amount the Policy owner selects when
choosing this option or equal payments for a period of from one to thirty years,
at the choice of the Policy owner. In either case, the Policy owner may request
payments at twelve, six, three or one month intervals.

OPTION 3. LIFE INCOME PAYMENTS

(1) Life Annuity: a monthly income during the lifetime of the payee; or

(2) Life Annuity with a Guaranteed Period: a monthly income with payments
guaranteed for either ten or twenty years, as the Policy owner chooses,
continuing during the payee's lifetime; or

(3) Refund Life Annuity: a monthly income with payments guaranteed for the
number of months determined by dividing the proceeds by the first monthly
payment. The payments continue during the payee's lifetime.

OPTION 4. JOINT LIFE INCOME PAYMENTS

The Policy owner names two payees to whom Fortis Benefits will pay a joint
monthly income during their joint lifetime. After either payee's death, Fortis
Benefits will make monthly payments equal to 2/3 of the joint monthly payment
during the survivor's lifetime.

For options 3 and 4, the amount of the monthly payments depends on the type of
income selected, the Ages of the payees on the settlement date and the amount of
the proceeds. The minimum amounts payable for selected Ages are set forth in the
Policy.

APPLICABLE RATES. The interest rate under options 1, 2, 3 and 4 above will
effectively be at least 3 1/2% per year. If option 1 is chosen, Fortis Benefits
may pay excess interest. If options 2, 3, or 4 are chosen and the monthly
payments are less than those provided by Fortis Benefits under settlement rates
that Fortis Benefits is then currently offering, Fortis Benefits will pay the
larger amount.

OTHER TERMS AND CONDITIONS. The Policy owner may also choose any other option
agreed to by Fortis Benefits. The Policy owner may also change or revoke a
choice of options under which payments have not yet commenced. If the Policy
owner does not choose an option before the insured dies, the beneficiary will
have the right to choose an option.

No payee has the right to change the settlement option chosen before the
insured's death. Payments may not be assigned or commuted.

If the payee dies before receiving all proceeds payable, Fortis Benefits will
pay any amount still due to the payee's estate. Fortis Benefits has the right to
pay the proceeds in a single sum if (1) the proceeds payable are less than
$2,000; or (2) payments under the settlement option chosen would be less than
$20 each. When an income plan starts, a separate contract will be issued
describing the terms of the plan, and the Policy must be returned to us at this
time. Specimen plans may be obtained from Fortis Benefits' Home Office and
reference should be made to these forms for further details.

OPTIONAL INSURANCE BENEFITS

Optional insurance benefit riders may be attached to a Policy, subject to
certain insurance underwriting requirements, approval in the state where the
Policy is sold, and the payment of additional charges. These riders are
described in general terms below. Limitations and conditions are contained in
the riders, and the description below is subject to the specific terms of the
riders. A prospective purchaser may obtain specimen riders from Fortis Benefits'
Home Office. The charges for these riders are deducted each month as part of the
Monthly Deduction from Policy Value.

A-1
<PAGE>
Any rider selected becomes a part of the Policy and is subject to all terms of
the Policy which are not inconsistent with the terms of the rider. Fortis
Benefits may decline to issue any optional insurance rider in its sole
discretion based on current underwriting guidelines and other regulatory
restrictions. Riders may be cancelled by Policy owners in accordance with the
procedures established by Fortis Benefits from time to time.

DISABILITY RIDERS. There are four disability benefit riders available under the
Policy. The Policy owner can select either an individual rider which insures
only one of the joint insureds, or a joint insured rider which provides a
benefit if either or both of the joint insureds becomes disabled. The Policy
owner can select either a Waiver of Selected Amount rider which provides for a
monthly payment to the Policy Value during disability or a Waiver of Monthly
Deductions rider which waives the monthly deduction during disability. The
Policy owner can only select one of these four riders.

If a joint insured waiver rider is in effect and one of the joint insureds dies,
the joint insured rider will terminate and an individual rider on the Surviving
Insured will be issued in its place.

JOINT INSURED WAIVER OF MONTHLY DEDUCTIONS RIDER. If either or both of the joint
insureds are totally disabled for more than six months while this rider is in
effect, Fortis Benefits will waive subsequent Monthly Deductions, so long as the
total disability continues until Age 95 of the disabled insured. Any monthly
charges deducted after disability begins but before Fortis Benefits approves the
disability claim will be added to the Policy Value in a lump sum as of the date
of approval, based on the premium allocation percentage then in effect. For any
month that deductions are waived, otherwise applicable requirements to make
additional Minimum Premium payments will be waived. The rider does not cover
preexisting disabilities and terminates on the first Policy anniversary after
the younger insured reaches Age 60, except as to any disability commencing prior
to that time. The charges for this rider are based on the Net Amount at Risk
under a Policy from time to time and the insureds' Age and rate class. The rates
of charges for this rider are set forth in the Policy Schedule, and the rate at
which the charge is imposed increases from year to year. An increase or decrease
in the Net Amount at Risk, or the addition or cancellation of any benefits under
riders the charges for which are covered under this rider, will result in an
increase or decrease in the charges for this rider. The charges for this rider
will also be decreased if Fortis Benefits approves a more favorable rate class
for the insureds.

JOINT INSURED WAIVER OF SELECTED AMOUNT RIDER. If either or both of the joint
insureds is totally disabled for more than six months while this rider is in
effect, Fortis Benefits will apply a premium payment to the Policy on each
subsequent Monthly Anniversary and while that insured remains totally disabled
until Age 95 of the disabled insured.

The amount of the premium payment is equal to the Selected Amount chosen by the
applicant at the time of application, and shown in the Policy schedule. The
minimum Selected Amount that can be chosen is $25. The maximum Selected Amount
that can be chosen is the lesser of (1) the monthly Minimum Premium used for the
Guaranteed Death Benefit Rider's guarantee period to Age 85 or (2) $5,000. If
the Face Amount of the Policy is decreased so that the annualized benefit is
greater than the guideline annual premium, as defined by Section 7702 of the
Code, the benefit will be reduced.

The rider does not cover preexisting conditions and terminates on the first
Policy anniversary after the younger insured reaches Age 60, except as to any
disability commencing prior to that time. Monthly Deductions will be increased
to include the cost of the rider which is a specified percentage of the Selected
Amount based on the insureds' Age. In most states, the current charges will be
shown in the Policy schedule. The charges increase from year to year. Fortis
Benefits may change the rates, up to the guaranteed maximum rates set forth in
the rider.

INDIVIDUAL WAIVER OF MONTHLY DEDUCTIONS RIDER AND INDIVIDUAL WAIVER OF SELECTED
AMOUNT RIDER. These riders are in most respects similar to the corresponding
Joint Insured Waiver of Monthly Deductions Rider or Joint Insured Waiver of
Selected Amount Rider described above, except that the individual riders, rather
than covering both joint insureds, cover only one of the joint insureds, as
selected by the Policy owner in the application for the Policy. Also, the
individual rider terminates on the Policy anniversary after the individual
insured under the rider reaches Age 60. For the Individual Waiver of Selected
Amount Rider, the maximum amount that can be selected is the greater of $300 or
the monthly Minimum Premium. If the Policy's Face Amount is greater than
$2,000,000, the Selected Amount is capped at the monthly Minimum Premium for
$2,000,000.

JOINT TERM LIFE INSURANCE RIDERS. There are three different term life insurance
riders available to provide additional coverage on the lives of the joint
insureds. The Second-To-Die Rider provides a benefit upon the death of the
Surviving Insured. The First-To-Die Rider is payable upon the death of the first
joint insured. The Estate Protection Rider provides additional coverage in the
event that both joint insureds die during the first four Policy years.

The maximum combined rider coverage available on the life of any one of the
joint insureds under these riders is 7.25 times the face amount of the base
Policy. The maximum coverage under the Second-To-Die and the First-To-Die riders
is 6.0 times the Policy Face Amount. The maximum coverage under the estate
protection rider is 1.25 times the Policy Face Amount.

The charges for these riders increase from year to year. Fortis Benefits may
change the rates at which the charges for these riders are imposed, although the
resulting charges will not exceed the guaranteed maximum charges for the rider
set forth in the Policy schedule.

A-2
<PAGE>
SECOND-TO-DIE RIDER. This rider provides coverage payable on the death of the
Surviving Insured until the younger insured's Age 100. The minimum face amount
of this rider is $100,000. It is available for issue on any Policy anniversary
up to Age 70 of the younger insured while both joint insureds are alive.

As discussed further below, coverage obtained under the Second-To-Die Rider is
generally less costly initially than a comparable amount of additional coverage
obtained under the base Policy. However, for Policy owners who intend to retain
and make substantial premium payments under their Policies, coverage under the
base Policy will probably be more economical over the long term.

At any time before the earlier of the end of the tenth year after the rider is
issued, or the younger insured's 65th birthday, the Policy owner may exchange
all or part of the coverage under this rider for a Face Amount increase in the
same amount under the base Policy.

Fortis Benefits permits exchanges of less than the full coverage under the
Second-To-Die Rider, subject to a $25,000 minimum. Such partial exchanges may be
elected only once each Policy year, as of the Policy Anniversary, and only if
remaining coverage on the joint insureds under the rider will be at least
$100,000.

Fortis Benefits will waive its usual requirements for evidence of insurability
with respect to the Face Amount increase, and the increase will be based on the
same rate class as the rider. The suicide and contestability periods will run
from the original date of the transferred coverage. The coverage under the rider
will terminate when the Face Amount increase becomes effective.

Except as noted above, a Face Amount increase implemented upon an exchange from
the Second-To-Die Rider will be subject to the same procedures and charges and
in all respects have the same effect as any other Face Amount increase.

The current rates of charges for coverage under the Second-To-Die Rider are
expected to be lower than the rates of the cost of insurance charges for a
comparable amount of coverage under the base Policy. The maximum guaranteed
charges for coverage under the Second-To-Die Rider, however, are the same as the
maximum guaranteed cost of insurance rates under the base Policy. In addition,
there is no Policy issuance expense charge or surrender charge for the
Second-To-Die Rider.

If coverage on the joint insureds is taken pursuant to the Second-To-Die Rider,
the monthly Minimum Premium will generally be lower (unless and until such
coverage is exchanged for a Face Amount increase as described above) than if the
same amount of Face Amount were purchased under the base Policy. This means that
a smaller amount of premiums will generally be required to maintain the
Guaranteed Death Benefit Rider. See "Minimum Premiums" under "Guaranteed Death
Benefit." Reduced premium payments, of course, will tend to result in lower
amounts of charges that are based on premium payments or a Policy's Policy
Value. See "Charges and Deductions." However, reducing the amount of premiums
paid under a Policy has a number of potential disadvantages: (1) the amount of
Policy Value available to participate in the investment performance of the
Separate Account or earn a return in the General Account is reduced; (2) the tax
advantages afforded under the Policy to any such positive investment results or
return are correspondingly reduced; (3) the amount of any Premium Based Bonuses
and Policy Value Bonuses will be reduced; (4) under an Option A death benefit
the dollar amount of cost of insurance charges for the base Policy Face Amount
will be higher; (5) under an Option B death benefit, the amount of death benefit
proceeds will increase more slowly; (6) if less than the Minimum Premium is
paid, the likelihood that the Policy will lapse during the period of any
Guaranteed Death Benefit is increased; (7) payment of lower amounts of premiums
also increases the likelihood that the Policy will lapse during any period when
no Guaranteed Death Benefit is in effect under the Policy. Accordingly, we do
not recommend use of the Second-To-Die Rider solely as a means of paying lower
premiums.

Moreover, although, as discussed above, use of a Second-To-Die Rider can reduce
certain charges, this may not be in the Policy owner's long-term interest. For
example, the amount of cumulative premiums on which Premium Based Bonuses are
based is limited to the cumulative amount of Maximum Bonus Premiums. Because the
Maximum Bonus Premiums are not increased by any coverage under the Second-To-Die
Rider, taking coverage under that rider, rather than under the base Policy,
reduces the potential amount of Premium Based Bonuses. Similarly, Policy Value
Bonuses are based on the Policy's size band, which is not affected by the
Second-To-Die Rider. Accordingly, taking coverage under the rider, rather than
under the base Policy, can place the Policy in a smaller size band, thus
reducing somewhat the potential Policy Value Bonuses. Therefore, coverage under
the base Policy can be economically more advantageous, in the long run, for
Policy owners who plan to retain their coverage, especially for those whose
premiums are at least at the level of the Maximum Bonus Premium. On the other
hand, purchasers who require only temporary coverage or who wish to pay premiums
at relatively low levels should consider taking a portion of their coverage
under the Second-To-Die Rider. It should be noted, however, that the coverage
that is taken under the Second-To-Die Rider is not eligible for the Policy Split
Opinion.

FIRST-TO-DIE RIDER. This rider provides coverage upon the death of the first
joint insured. It is available for issue on any Policy anniversary up to Age 70
of the older insured while both joint insureds are alive. In most other respects
it is similar to the Second-To-Die Rider described above. The other significant
difference is that this rider cannot be exchanged or converted to coverage under
the base Policy or to another Fortis Benefit life insurance policy. It is not
available if the combined rating under the base Policy is in excess of 400% of
the standard rating.

A-3
<PAGE>
ESTATE PROTECTION RIDER. This rider is available only at issuance of the Policy
for estate planning purposes, and cannot be converted or exchanged. The maximum
amount of coverage under the rider is 125% of the face amount of the base
policy. The minimum face amount is $100,000.

The term of this rider is four years from the issue date of the Policy. Its
purpose is to provide an additional death benefit in the early Policy years in
order to pay any estate tax liability that may arise from having established
ownership of the Policy in a trust in anticipation of death.

ADDITIONAL INSURED RIDER PLUS

This rider provides fixed amounts of insurance until Age 95 on the life of one
or more persons other than the joint insureds who are members of the primary
insureds' immediate family. The number of insureds that may be covered by this
rider is limited to five. Subject to Fortis Benefits' underwriting requirements,
coverage on persons not already insured may be added on a Policy Anniversary.
Combined coverage for all additional insureds under this rider may not exceed
six times the base Policy's Face Amount. Coverage on additional insureds will
automatically be reduced pro-rata, to the extent necessary to ensure that this
limit is not exceeded.

The charges increase from year to year. Fortis Benefits may change the rates at
which the charges for this rider are imposed, although the resulting charges
will not exceed the guaranteed maximum charges for this rider set forth in the
Policy schedule.

The Policy owner may convert the coverage on an additional insured to a variable
universal life insurance policy offered by us at any time before the later of
the end of the fifth Policy year or the additional insured's 65th birthday. The
conversion is not available more than 31 days after the death of the Surviving
Insured. Fortis Benefits permits conversion of less than the full coverage on an
additional insured. However, partial conversions are subject to a $25,000
minimum and may be elected only on the Policy Anniversary, and only if remaining
coverage on the additional insured under the Rider will be at least $25,000.

Fortis Benefits will waive its usual requirement for evidence of insurability
with respect to an amount of the new policy's Face Amount that is not in excess
of the amount of rider coverage canceled, and the new coverage will be based on
the same rate class as under the rider. The suicide and contestability periods
will run from the original date of the transferred coverage. The coverage under
the rider will terminate when the new coverage becomes effective. Any amounts
deducted for the rider coverage for periods beyond such time will be refunded.
Except as noted above, the customary procedures and charges for issuing a new
policy will apply to a conversion from the Additional Insured Rider Plus.

PRIMARY INSURED RIDER PLUS

This rider is in most respects similar to the Additional Insured Rider Plus
described immediately above, except that is provides fixed amounts of insurance
until Age 95 on the individual life of either of both of the joint insureds.
Also, this rider is available only at the time the Policy is first issued.
Combined coverage under this rider for all insureds may not exceed six times the
base Policy's Face Amount. Coverage will automatically be reduced pro-rata, to
the extent necessary to ensure that this limit is not exceeded.

A-4
<PAGE>
APPENDIX B--ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES, SURRENDER VALUES AND
ACCUMULATED PREMIUMS

The tables on pages B-3 to B-6 illustrate the way in which a Policy's death
benefit, Policy Value and Surrender Value could vary over an extended period of
time, assuming that all premiums are allocated to the Subaccounts of the
Separate Account for the entire period shown and assuming hypothetical gross
investment rates of return for the underlying Fortis Series Portfolios (i.e.,
investment income and capital gains and losses, realized and unrealized)
equivalent to constant gross annual rates of 0%, 4%, 8% and 12%.

The tables are based on a Face Amount of $825,000 for a male Age 55 and a female
Age 53. Each illustration assumes that the insureds are in the non-smoker
underwriting risk classification. Illustrations for insureds in the smoker or a
substandard underwriting risk classification would show, for the same Age and
premium payments, lower Policy Values and, therefore, lower Surrender Values
and, for the Alternative Death Benefit and Death Benefit Option B, lower death
benefits. These values would be higher, however, for an otherwise comparable
Policy on the joint lives of a non-smoker female Age 55 and a male Age 53. An
otherwise comparable Policy using gender-neutral cost of insurance rates may
also show higher values than the Policies illustrated in the tables that follow.

The amounts shown for the death benefits, Policy Values and Surrender Values
take into account the deductions from premiums and the Monthly Deduction, as
well as the daily deductions from the Separate Account for premium tax, and
sales expenses equivalent to an annual rate of .35%, for mortality and expense
risks equivalent to an annual rate of 1.00% of the Policy Value in the Separate
Account, for assumed Portfolio investment advisory fees equivalent to an annual
rate of .67% and for other Portfolio operating expenses equivalent to an annual
rate of .08% of the average daily value of the aggregate net assets of the
Portfolio. (.67% is the average of the advisory fee rates paid by the currently
available Portfolios and .08% is the actual amount of other expenses that those
Portfolios incurred in 1997).

Taking account of the daily deductions for premium tax and sales expenses,
mortality and expense risks and assumed Portfolio operating expenses, the gross
annual investment rates of return of 0%, 4%, 8% and 12% correspond to actual (or
net) annual rates of: -2.10%, 1.90%, 5.90% and 9.9%, respectively.

The hypothetical returns in the tables do not reflect any charges for income
taxes against the Separate Account, since no such charges are currently made.
However, if in the future such charges are made, in order to produce the death
benefits, Policy Values and Surrender Values illustrated, the gross annual
investment rate of return would have to exceed 0%, 4%, 8% or 12% by a sufficient
amount to cover the tax charges. See "Federal Tax Matters--Taxation of Fortis
Benefits."

The second column of the tables shows the amount which would accumulate if each
year an amount equal to the sum of twelve monthly Minimum Premiums (calculated
using the Guarantee Death Benefit period to Age 85 of the younger insured) were
invested to earn interest, after taxes, at 5% compounded annually. The
difference between Policy Values and Surrender Values during the first eleven
Policy years, as shown in the tables, is the amount of Surrender Charge.

Upon request, Fortis Benefits will furnish an illustration reflecting the
proposed insureds' Age and sex, the Face Amount and premium amounts requested,
frequency of premium payments, the death benefit option and any available rider
requested.

TABLE OF CONTENTS FOR ILLUSTRATIONS OF DEATH BENEFITS, POLICY VALUES, SURRENDER
VALUES AND ACCUMULATED PREMIUMS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Illustrations Based on CURRENT Charge and Bonus Schedules:
Death Benefit Option A.............................................. B-2
Death Benefit Option B.............................................. B-3
Illustrations Based on GUARANTEED Charge and Bonus Schedules:
Death Benefit Option A.............................................. B-4
Death Benefit Option B.............................................. B-5
</TABLE>

B-1
<PAGE>

MALE ISSUE AGE 55, FEMALE ISSUE AGE 53
STANDARD NONSMOKER UNDERWRITING RISK
FACE AMOUNT: $825,000--DEATH BENEFIT OPTION A
CURRENT CHARGE, POLICY VALUE BONUS AND PREMIUM BASED BONUS SCHEDULES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
AT 5%
END OF INTEREST
POLICY PER YEAR DEATH POLICY SURRENDER DEATH POLICY SURRENDER DEATH POLICY SURRENDER
YEAR (1) BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE
- --------- ----------- ----------- --------- ----------- ----------- --------- ----------- --------- --------- -----------
0% (1)(2)(3)(4) 4% (1)(2)(3)(4) 8% (1)(2)(3)(4)(5)
----------------------------------- ----------------------------------- ---------------------------------
VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN OF
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 15,750 825,000 13,767 5,058 825,000 14,347 5,639 825,000 14,927 6,220
2 32,288 825,000 27,199 17,747 825,000 28,919 19,473 825,000 30,687 21,245
3 49,652 825,000 40,295 30,890 825,000 43,715 34,310 825,000 47,321 37,916
4 67,884 825,000 53,058 44,828 825,000 58,761 50,531 825,000 64,910 56,681
5 87,029 825,000 65,514 58,460 825,000 74,029 66,975 825,000 83,474 76,420
6 107,130 825,000 77,637 71,759 825,000 89,518 83,640 825,000 103,067 97,189
7 128,237 825,000 89,682 84,979 825,000 105,508 100,805 825,000 124,063 119,360
8 150,398 825,000 101,656 98,129 825,000 122,006 118,479 825,000 146,486 142,959
9 173,668 825,000 113,687 111,336 825,000 139,103 136,751 825,000 170,532 168,180
10 198,102 825,000 125,331 124,155 825,000 156,403 155,227 825,000 195,895 194,719
15 339,862 825,000 180,822 180,822 825,000 249,507 249,507 825,000 349,602 349,602
20 520,789 825,000 222,648 222,648 825,000 345,784 345,784 825,000 552,732 552,732
25 751,702 825,000 246,863 246,863 825,000 442,693 442,693 880,023 838,117 838,117
40 1,902,596 0 0 0 825,000 592,189 592,189 2,468,512 2,396,614 2,396,614

END OF
POLICY DEATH POLICY SURRENDER
YEAR BENEFIT VALUE VALUE
- --------- --------- --------- -----------
12% (1)(2)(3)(4)(5)
---------------------------------

- ------------------------
(1) Assumes annual premium of $15,000 paid in full at the beginning of each
Policy year. The values vary from those shown if the amount or frequency of
payments vary.

(2) Assumes that no Policy loan or partial withdrawal has been made and no
optional insurance riders have been selected. Zero values in the Death
Benefit column indicate Policy lapse in the absence of sufficient additional
premium payments.

(3) Reflects Premium Based Bonuses credited according to the following schedule:

<TABLE>
<CAPTION>
END OF POLICY YEAR
------------------------------------
9 AND LATER TO
ORIGINAL
ISSUE AGE OF MATURITY DATE
YOUNGEST INSURED 0-6 7 8 OF POLICY
---------------- ---- ---- ---- ---------------
<S> <C> <C> <C> <C> <C>
18-50 0% 2% 2% 4%
51-60 0 2 4 7
61-70 0 5 7 10
71-85 0 5 5 5
</TABLE>

(4) Reflects Policy Value Bonuses credited on each monthly Anniversary after the
monthly deduction is made according to the following schedule:

ANNUAL RATE OF POLICY VALUE BONUSES AS A PERCENT OF NET CASH VALUE
<TABLE>
<CAPTION>
BAND 1
-------------------------
POLICY BAND 2 BAND 3 BAND 4
SURRENDER VALUE YEARS ----------------------------- ----------------------------- -------------
ON DATE OF POLICY YEARS 20 AND POLICY YEARS POLICY YEARS POLICY YEARS POLICY YEARS POLICY YEARS
MONTHLY BONUS 1 - 19 LATER 1 - 19 20 AND LATER 1 - 19 20 AND LATER 1 - 19
- ----------------- ------------- --------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
$0 - $9,999 .00% .35% .00% .35% .00% .35% .00%
$10,000 - $49,999 .00% .35% .00% .35% .05% .40% .05%
$50,000 - $99,999 .05% .40% .05% .40% .10% .45% .10%
$100,000 or more .10% .45% .10% .45% .15% .50% .20%

SURRENDER VALUE
ON DATE OF POLICY YEARS
MONTHLY BONUS 20 AND LATER
- ----------------- -------------
<S> <C>
$0 - $9,999 .35%
$10,000 - $49,999 .40%
$50,000 - $99,999 .45%
$100,000 or more .55%
</TABLE>

(5) Alternative Death Benefit applies: See "Policy Benefits--Death Benefit
Options" for further details.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS INCLUDING THE
PREMIUM AND POLICY VALUE ALLOCATIONS MADE BY AN OWNER AND THE DIFFERENT RATES OF
RETURN OF THE PORTFOLIOS. THE DEATH BENEFIT, POLICY VALUE AND SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES
OF RETURN AVERAGED 0%, 4%, 8%, AND 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS OR IF ANY PREMIUMS
WERE ALLOCATED OR POLICY VALUE TRANSFERRED TO THE GENERAL ACCOUNT. NO
REPRESENTATIONS CAN BE MADE BY FORTIS BENEFITS OR FORTIS SERIES THAT THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

B-2
<PAGE>
MALE ISSUE AGE 55, FEMALE ISSUE AGE 53
STANDARD NONSMOKER UNDERWRITING RISK
FACE AMOUNT: $825,000--DEATH BENEFIT OPTION B
CURRENT CHARGE, POLICY VALUE BONUS AND PREMIUM BASED BONUS SCHEDULES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
AT 5%
END OF INTEREST
POLICY PER YEAR DEATH POLICY SURRENDER DEATH POLICY SURRENDER DEATH POLICY SURRENDER
YEAR (1) BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE
- --------- ----------- --------- --------- ----------- --------- --------- ----------- --------- --------- -----------
0% (1)(2)(3)(4) 4% (1)(2)(3)(4) 8% (1)(2)(3)(4)
--------------------------------- --------------------------------- ---------------------------------
VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN OF
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 15,750 838,767 13,767 5,057 839,347 14,347 5,638 839,927 14,927 6,220
2 32,288 852,279 27,279 17,828 854,005 29,005 19,558 855,778 30,778 21,336
3 49,652 865,491 40,491 31,086 868,928 43,928 34,523 872,554 47,554 38,149
4 67,884 878,398 53,398 45,169 884,144 59,144 50,914 890,339 65,339 57,110
5 87,029 891,025 66,025 58,971 899,620 74,620 67,566 909,154 84,154 77,100
6 107,130 903,340 78,340 72,462 915,353 90,353 84,475 929,056 104,056 98,178
7 128,237 915,591 90,591 85,889 931,647 106,647 101,944 950,417 125,417 120,714
8 150,398 927,799 102,799 99,272 948,450 123,450 119,923 973,260 148,260 144,734
9 173,668 940,049 115,049 112,698 965,871 140,871 138,520 997,776 172,776 170,424
10 198,102 951,902 126,902 125,727 983,504 158,504 157,328 1,023,646 198,646 197,470
15 339,862 1,007,846 182,846 182,846 1,077,714 252,714 252,714 1,179,590 354,590 354,590
20 520,789 1,046,904 221,904 221,904 1,170,288 345,288 345,288 1,377,911 552,911 552,911
25 751,702 1,074,704 249,704 249,704 1,267,793 442,793 442,793 1,645,715 820,715 820,715
40 1,902,596 0 0 0 1,220,055 395,055 395,055 2,705,654 1,880,654 1,880,654

END OF
POLICY DEATH POLICY SURRENDER
YEAR BENEFIT VALUE VALUE
- --------- --------- --------- -----------
12% (1)(2)(3)(4)
---------------------------------

- ------------------------
(1) Assumes annual premium of $15,000 paid in full at the beginning of each
Policy year. The values vary from those shown if the amount or frequency of
payments vary.

(3) Reflects Premium Based Bonuses credited according to the following schedule:

<TABLE>
<CAPTION>
END OF POLICY YEAR
------------------------------------
9 AND LATER TO
ORIGINAL
AGE OF MATURITY DATE
YOUNGEST INSURED 0-6 7 8 OF POLICY
---------------- ---- ---- ---- ---------------
<S> <C> <C> <C> <C>
18-50 0% 2% 2% 4%
51-60 0 2 4 7
61-70 0 5 7 10
71-85 0 5 5 5
</TABLE>

(4) Reflects Policy Value Bonuses credited on each monthly Anniversary after the
monthly deduction is made.

ANNUAL RATE OF CASH VALUE BONUSES AS A PERCENT OF NET CASH VALUE
<TABLE>
<CAPTION>
BAND 1
-------------------------
POLICY BAND 2 BAND 3 BAND 4
SURRENDER VALUE YEARS ----------------------------- ----------------------------- -------------
ON DATE OF POLICY YEARS 20 AND POLICY YEARS POLICY YEARS POLICY YEARS POLICY YEARS POLICY YEARS
MONTHLY BONUS 1 - 19 LATER 1 - 19 20 AND LATER 1 - 19 20 AND LATER 1 - 19
- ----------------- ------------- --------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
$0 - $9,999 .00% .35% .00% .35% .00% .35% .00%
$10,000 - $44,999 .30% .65% .30% .65% .35% .70% .35%
$50,000 - $99,999 .35% .70% .35% .70% .40% .75% .40%
$100,000 or more .40% .75% .40% .75% .45% .80% .50%

SURRENDER VALUE
ON DATE OF POLICY YEARS
MONTHLY BONUS 20 AND LATER
- ----------------- -------------
<S> <C>
$0 - $9,999 .35%
$10,000 - $44,999 .70%
$50,000 - $99,999 .75%
$100,000 or more .85%
</TABLE>

B-3
<PAGE>
MALE ISSUE AGE 55, FEMALE AGE 53
STANDARD NONSMOKER UNDERWRITING RISK
FACE AMOUNT: $825,000--DEATH BENEFIT OPTION A
GUARANTEED CHARGE, POLICY VALUE BONUS AND PREMIUM BASED BONUS SCHEDULES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
AT 5%
END OF INTEREST
POLICY PER YEAR DEATH POLICY SURRENDER DEATH POLICY SURRENDER DEATH POLICY SURRENDER
YEAR (1) BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE
- --------- ----------- ----------- --------- ----------- ----------- --------- ----------- --------- --------- -----------
0% (1)(2)(3)(4) 4% (1)(2)(3)(4) 8% (1)(2)(3)(4)(5)
----------------------------------- ----------------------------------- ---------------------------------
VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN OF
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 15,750 825,000 11,360 2,524 825,000 11,866 3,031 825,000 12,373 3,539
2 32,288 825,000 22,395 12,682 825,000 23,870 14,161 825,000 25,386 15,682
3 49,652 825,000 33,099 23,694 825,000 36,000 26,595 825,000 39,064 29,659
4 67,884 825,000 43,457 35,228 825,000 48,239 40,010 825,000 53,426 45,197
5 87,029 825,000 53,462 46,408 825,000 60,601 53,547 825,000 68,529 61,475
6 107,130 825,000 63,119 57,241 825,000 73,038 67,160 825,000 84,366 78,488
7 128,237 825,000 72,639 67,937 825,000 85,780 81,077 825,000 101,210 96,507
8 150,398 825,000 81,992 78,466 825,000 98,802 95,275 825,000 119,155 115,628
9 173,668 825,000 91,260 88,908 825,000 112,248 109,897 825,000 138,304 135,953
10 198,102 825,000 100,024 98,849 825,000 125,630 124,454 825,000 158,289 157,113
15 339,862 825,000 137,199 137,199 825,000 193,097 193,097 825,000 275,220 275,220
20 520,789 825,000 146,521 146,521 825,000 245,196 245,196 825,000 414,670 414,670
25 751,702 825,000 122,860 122,860 825,000 262,345 262,345 825,000 579,433 579,433
40 1,902,596 0 0 0 0 0 0 1,553,993 1,508,731 1,508,731

END OF
POLICY DEATH POLICY SURRENDER
YEAR BENEFIT VALUE VALUE
- --------- --------- --------- -----------
12% (1)(2)(3)(4)(5)
---------------------------------

- ------------------------
(1) Assumes annual premium of $15,000 paid in full at the beginning of each
Policy year. The values vary from those shown if the amount or frequency of
payments vary.

(3) Reflects Premium Based Bonuses credited according to the following schedule:

<TABLE>
<CAPTION>
OPTION A PERCENTAGES
END OF POLICY YEAR
------------------------------------
9 AND LATER TO
ORIGINAL
AGE OF MATURITY DATE
YOUNGEST INSURED 0-6 7 8 OF POLICY
---------------- ---- ---- ---- ---------------
<S> <C> <C> <C> <C>
18-50 0% 2% 2% 4%%
51-60 0 2 4 7
61-70 0 2 4 7
71-85 0 2 4 5
</TABLE>

(4) Reflects Policy Value Bonuses credited on each monthly Anniversary after the
monthly deduction is made.

ANNUAL RATE OF CASH VALUE BONUSES AS A PERCENT OF NET CASH VALUE
<TABLE>
<CAPTION>
BAND 1
-------------------------
POLICY BAND 2 BAND 3 BAND 4
SURRENDER VALUE YEARS ----------------------------- ----------------------------- -------------
ON DATE OF POLICY YEARS 20 AND POLICY YEARS POLICY YEARS POLICY YEARS POLICY YEARS POLICY YEARS
MONTHLY BONUS 1 - 19 LATER 1 - 19 20 AND LATER 1 - 19 20 AND LATER 1 - 19
- ----------------- ------------- --------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
$0 - $9,999 .00% .00% .00% .00% .00% .00% .00%
$10,000 - $49,999 .00% .00% .00% .00% .05% .05% .05%
$50,000 - $99,999 .05% .05% .05% .05% .10% .10% .10%
$100,000 or more .10% .10% .10% .10% .15% .15% .20%

SURRENDER VALUE
ON DATE OF POLICY YEARS
MONTHLY BONUS 20 AND LATER
- ----------------- -------------
<S> <C>
$0 - $9,999 .00%
$10,000 - $49,999 .05%
$50,000 - $99,999 .10%
$100,000 or more .20%
</TABLE>

(5) Alternative Death Benefit applies: See "Policy Benefits--Death Benefit
Options" for further details.

B-4
<PAGE>

MALE ISSUE AGE 55, FEMALE ISSUE AGE 53
STANDARD NONSMOKER UNDERWRITING RISK
FACE AMOUNT: $825,000--DEATH BENEFIT OPTION B
GUARANTEED CHARGE, POLICY VALUE BONUS AND PREMIUM BASED BONUS SCHEDULES

<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
AT 5%
END OF INTEREST
POLICY PER YEAR DEATH POLICY SURRENDER DEATH POLICY SURRENDER DEATH POLICY SURRENDER
YEAR (1) BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE
- --------- ----------- ----------- --------- ----------- --------- --------- ----------- --------- --------- -----------
0% (1)(2)(3)(4) 4% (1)(2)(3)(4) 8% (1)(2)(3)(4)
----------------------------------- --------------------------------- ---------------------------------
VALUES BASED ON ASSUMED HYPOTHETICAL GROSS ANNUAL INVESTMENT RATES OF RETURN OF
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 15,750 836,359 11,359 2,523 836,866 11,866 3,030 837,372 12,372 3,538
2 32,288 847,461 22,461 12,748 848,940 23,940 14,232 850,461 25,461 15,757
3 49,652 858,257 33,257 23,852 861,173 36,173 26,768 864,253 39,253 29,848
4 67,884 868,727 43,727 35,498 873,543 48,543 40,313 878,767 53,767 45,538
5 87,029 878,859 53,859 46,805 886,059 61,059 54,005 894,057 69,057 62,003
6 107,130 888,648 63,648 57,769 898,665 73,665 67,787 910,110 85,110 79,232
7 128,237 898,295 73,295 68,593 911,583 86,583 81,880 927,192 102,192 97,489
8 150,398 907,764 82,764 79,237 924,776 99,776 96,249 945,383 120,383 116,857
9 173,668 917,121 92,121 89,770 938,371 113,371 111,020 964,766 139,766 137,415
10 198,102 925,937 100,937 99,761 951,856 126,856 125,681 984,941 159,941 158,765
15 339,862 961,816 136,816 136,816 1,017,743 192,743 192,743 1,099,986 274,986 274,986
20 520,789 964,100 139,100 139,100 1,058,134 233,134 233,134 1,219,790 394,790 394,790
25 751,702 943,130 118,130 118,130 1,078,017 253,017 253,017 1,354,640 529,640 529,640
40 1,902,596 0 0 0 0 0 0 1,171,190 346,190 346,190

END OF
POLICY DEATH POLICY SURRENDER
YEAR BENEFIT VALUE VALUE
- --------- --------- --------- -----------
12% (1)(2)(3)(4)
---------------------------------

- ------------------------
(1) Assumes annual premium of $15,000 paid in full at the beginning of each
Policy year. The values vary from those shown if the amount or frequency of
payments vary.

(3) Reflects Premium Based Bonuses credited according to the following schedule:

(4) Reflects Policy Value Bonuses credited on each monthly Anniversary after the
monthly deduction is made.

ANNUAL RATE OF CASH VALUE BONUSES AS A PERCENT OF NET CASH VALUE
<TABLE>
<CAPTION>
BAND 1
-------------------------
POLICY BAND 2 BAND 3 BAND 4
SURRENDER VALUE YEARS ----------------------------- ----------------------------- -------------
ON DATE OF POLICY YEARS 20 AND POLICY YEARS POLICY YEARS POLICY YEARS POLICY YEARS POLICY YEARS
MONTHLY BONUS 1 - 19 LATER 1 - 19 20 AND LATER 1 - 19 20 AND LATER 1 - 19
- ----------------- ------------- --------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
$0 - $9,999 .00% .00% .00% .00% .00% .00% .00%
$10,000 - $49,999 .30% .30% .30% .30% .35% .35% .35%
$50,000 - $99,999 .35% .35% .35% .35% .40% .40% .45%
$100,000 or more .40% .40% .40% .40% .45% .45% .50%

SURRENDER VALUE
ON DATE OF POLICY YEARS
MONTHLY BONUS 20 AND LATER
- ----------------- -------------
<S> <C>
$0 - $9,999 .00%
$10,000 - $49,999 .35%
$50,000 - $99,999 .45%
$100,000 or more .50%
</TABLE>

B-5
<PAGE>
APPENDIX C--THE GENERAL ACCOUNT

A POLICY OWNER MAY ALLOCATE PREMIUMS OR TRANSFER POLICY VALUE TO THE GENERAL
ACCOUNT, WHICH CONSISTS OF ALL FORTIS BENEFITS' ASSETS NOT HELD IN THE SEPARATE
ACCOUNT OR OTHER SEGREGATED ASSET ACCOUNTS. BECAUSE OF EXEMPTIVE AND
EXCLUSIONARY PROVISIONS, INTERESTS IN THE GENERAL ACCOUNT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND THE GENERAL ACCOUNT HAS NOT
BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE 1940 ACT. ACCORDINGLY,
NEITHER THE GENERAL ACCOUNT NOR ANY INTERESTS THEREIN ARE GENERALLY SUBJECT TO
THE PROVISIONS OF THOSE ACTS AND FORTIS BENEFITS HAS BEEN ADVISED THAT THE STAFF
OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN
THIS PROSPECTUS RELATING TO THE GENERAL ACCOUNT. DISCLOSURES REGARDING THE
GENERAL ACCOUNT MAY, HOWEVER, BE SUBJECT TO CERTAIN GENERALLY APPLICABLE
PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND
COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.

This prospectus is generally intended to serve as a disclosure document only for
the aspects of the Policy involving the Separate Account and contains only
selected information regarding the General Account. More information regarding
the General Account may be obtained from Fortis Benefits' Home Office or from
your sales representatives.

GENERAL DESCRIPTION

Subject to applicable law, Fortis Benefits has sole discretion over the
investment of the assets of the General Account. Unlike the assets of the
Separate Account, the assets of the General Account are chargeable with
liabilities arising out of any other business of Fortis Benefits.

The allocation or transfer of amounts to the General Account does not entitle a
Policy owner to share in the investment experience of the General Account.
Instead, Fortis Benefits guarantees that Policy Value in the General Account
will accrue interest at an effective annual rate of at least 4%, independent of
the actual investment experience of the General Account. Fortis Benefits is not
obligated to credit interest at any higher rate, although Fortis Benefits, in
its sole discretion, may do so. The rates of interest actually credited to any
amount in the General Account from time to time may vary depending on when that
amount was first allocated to the General Account.

The Policy owner may select either Death Benefit Option A or B under the Policy
and may change such option or the Policy's Face Amount, subject to satisfactory
evidence of insurability where required and subject to all the conditions and
limitations applicable to such transactions generally. See "Policy Benefits."

GENERAL ACCOUNT POLICY VALUE

The Policy Value in the General Account will reflect the amount and frequency of
premium payments allocated to the General Account, the amount of interest and
any Premium Based Bonuses and Policy Value Bonuses credited to amounts in the
General Account, any partial withdrawals, or accelerated death benefit payments,
any transfers from or to the Separate Account, any Policy loans and the Monthly
Deduction imposed on amounts in the General Account in connection with the
Policy. Charges under a Policy are the same as when the Separate Account is
being used, except that no daily charges for mortality and expense risk or
premium tax and sales expenses are imposed on amounts of Policy Value in the
General Account. See "Charges and Deductions."

TRANSFERS, SURRENDERS AND POLICY LOANS

Amounts in the General Account are generally subject to the same rights and
limitations and will be subject to the same charges as are amounts allocated to
the Subaccounts of the Separate Account with respect to transfers, total
surrenders, partial withdrawals, and Policy loans. See "Payment and Allocation
of Premiums--Allocation of Premiums and Policy Value," "Loan Privileges," and
"Surrender and Partial Withdrawal." One exception is that transfers out of the
General Account are limited to one transfer in each Policy year, which may not
be for more than 50% of the Policy Value in the General Account (excluding the
amount of General Account Policy Value attributable to Policy loans) at the date
of transfer. However, if the unloaned General Account Policy Value at the date
of transfer is less than $1,000, the entire unloaned balance may be transferred
from the General Account to the Separate Account. See "Payment and Allocation of
Premiums--Allocation of Premiums and Policy Value." Fortis Benefits reserves the
right to review these limits on an annual basis and, subject to the limits in
the Policy, to reduce them.

C-1
<PAGE>

VARIABLE UNIVERSAL LIFE SERVICE REQUEST [LOGO]

- - The Policy owner(s) may use this form to request services for a NEW or
EXISTING policy.

- - CONTRACT INFORMATION and SIGNATURES must be completed to allow us to
complete the service request.

/1/ TELEPHONE TRANSFER AUTHORIZATION

/ / Check this box to authorize telephone transfer by owner(s) or registered
representative.

/ / Check this box to authorize telephone transfer by owner(s) only.

/2/ TRANSFER REQUEST

The owner(s) and/or registered representative may transfer by telephone
amount investment choices.
I have read the telephone transfer authorization terms in the prospectus
and elect telephone transfers.
Move all or part of your existing asset balances from one subaccount to
another.

- - Specify dollar amounts OR whole percentages

- - Transfers from the General Account to the Separate Account ONLY are subject
to the following:

1. Maximum transfer is 50% of your unloaned General Account value once
per policy year.

2. If unloaned General Account value is less than $1,000, you may
transfer the entire unloaned balance.

TRANSFER FROM TRANSFER TO
$___________ Lazard Freres -
International Stock $____________%
$___________ Fortis - Global Growth $____________%
$___________ Morgan Stanley -
Global Asset Allocation $____________%
$___________ Fortis - Aggressive Growth $____________%
$___________ Berger - Small-Cap Value $____________%
$___________ Fortis - Growth Stock $____________%
$___________ Dreyfus - Mid-Cap Stock $____________%
$___________ Alliance - Premier Growth $____________%
$___________ T. Rowe Price - Blue Chip $____________%
$___________ Dreyfus - S&P 500 Index $____________%
$___________ Fortis - Growth & Income $____________%
$___________ Fortis - Value $____________%
$___________ Fortis - Asset Allocation $____________%
$___________ Mercury - Global Bond $____________%
$___________ Fortis - High Yield $____________%
$___________ Fortis - Diversified Income $____________%
$___________ Fortis - U.S. Government
Securities $____________%
$___________ Fortis - Money Market $____________%

CONTRACT INFORMATION:

Policy Number _______________________________________________________

/ / New Policy / / Existing
_____________________________________________________________________
Name of Policy Owner
_____________________________________________________________________
Name of Joint Owner (if applicable)
_____________________________________________________________________
Social Security Number of Owner
_____________________________________________________________________
Address
_____________________________________________________________________
City State Zip Code

Telephone Number ( _______ ) ________________________________________

/ / Citizen of U.S. / / Resident Alien of U.S.
/ / Other __________________________________________________________

/3/ SYSTEMATIC TRANSFER (DOLLAR COST AVERAGING):

Automatically move assets among investment choices.

- - Specify dollar amounts only
- - $5,000 minimum beginning balance, minimum transfer: $50
- - General Account: Monthly amount must be less than or equal to 1/36 of the
principal.
- - Frequency: Monthly

TRANSFER $______________________ on the 1st day of each month from the
________________________ account to the following accounts:

$____________ Lazard Freres -
International Stock
$____________ Fortis - Global Growth
$____________ Morgan Stanley -
Global Asset Allocation
$____________ Fortis - Aggressive Growth
$____________ Berger - Small-Cap Value
$____________ Fortis - Growth Stock
$____________ Dreyfus - Mid-Cap Stock
$____________ Alliance - Premier Growth
$____________ T. Rowe Price - Blue Chip
$____________ Dreyfus - S&P 500 Index
$____________ Fortis - Growth & Income
$____________ Fortis - Value
$____________ Fortis - Asset Allocation
$____________ Mercury - Global Bond
$____________ Fortis - High Yield
$____________ Fortis - Diversified Income
$____________ Fortis - U.S. Government Securities
$____________ Fortis - Money Market

98009 -C-Fortis 4/98

<PAGE>

VARIABLE UNIVERSAL LIFE SERVICE REQUEST, CONTINUED

INSTRUCTIONS FOR SECTIONS 4, 5 & 6:

A. Use whole percentages

B. Must equal 100%

/4/ CHANGE OF PREMIUM ALLOCATION

Indicate which subaccount(s)
incoming premium dollars should
be allocated to future payments.

- Specify future premium allocations.

$___________ Lazard Freres -
International Stock
$___________ Fortis - Global Growth
$___________ Morgan Stanley -
Global Asset Allocation
$___________ Fortis - Aggressive Growth
$___________ Berger - Small-Cap Value
$___________ Fortis - Growth Stock
$___________ Dreyfus - Mid-Cap Stock
$___________ Alliance - Premier Growth
$___________ T. Rowe Price - Blue Chip
$___________ Dreyfus - S&P 500 Index
$___________ Fortis - Growth & Income
$___________ Fortis - Value
$___________ Fortis - Asset Allocation
$___________ Mercury - Global Bond
$___________ Fortis - High Yield
$___________ Fortis - Diversified Income
$___________ Fortis - U.S. Government
Securities
$___________ Fortis - Money Market

100 % TOTAL

/5/ PRIVILEGED ACCOUNT SERVICE

Automatically rebalances the assets within your policy. Note: This does not
change future Premium Allocations.

- $2,000 minimum policy value

FREQUENCY:
/ / Quarterly (3/31, 6/30, 9/30, 12/31)
/ / Semi-Annual (6/30, 12/31)
/ / Annual (12/31)

100 % TOTAL

/6/ SPECIFY MONTHLY DEDUCTIONS

Indicate which subaccount you want
the monthly deductions from.

- - Loans and withdrawals will also
follow this unless otherwise stated.

- - If the subaccount chosen does not have sufficient amount to cover monthly
charges, pro rata allocation will be automatically used.

100 % TOTAL
- --------------------------------------------------------------------------------

SIGNATURES:

_______________________________________ ______________
Policy Owner's Signature Date

_______________________________________ ______________
Joint Owner's Signature Date

( _________ ) ________________________________________
Daytime Telephone Number

REPRESENTATIVE INFORMATION (IF KNOWN):

_______________________________________ ______________
Registered Representative's Signature Date

______________________________________________________
Registered Representative's Name (please print)

______________________________________________________
Representative's Contract Number

( _________ ) ________________________________________
Registered Representative's Telephone Number

[LOGO]

Fortis Benefits Insurance Company
Variable Universal Life
P.O. Box 64284 - St. Paul, MN 55164 - (800) 800-2000

98009 -C-Fortis 4/98

The Fortis logo and Fortis-SM- are servicemarks of Fortis AMEV and Fortis AG.

<PAGE>

VARIABLE UNIVERSAL LIFE
LIFE INSURANCE SECTION
1035 EXCHANGE

Internal Revenue Code Section 1035 permits a nontaxable transfer of Life
Insurance policies between Insurance Companies. When circumstances warrant
replacing one policy with another, a 1035 EXCHANGE allows policyholders to
retain the cost basis in the initial policy and to defer taxation on any gain in
the policy.

You may use a 1035 Exchange to make a nontaxable transfer from a life insurance
policy to a life insurance policy, provided that the insured on the new policy
is the same as the insured on the original policy.

If the original policy is a MEC, the owner of the new policy must be the same or
the exchange will be taxable. In all cases, if the owner of the new policy is
different than the owner of the old policy, the change of ownership must be
due to a gift, not a sale to the new owner, or the exchange will be taxable.

You may not use a 1035 exchange to make a nontaxable transfer from an endowment
policy or an annuity contract to a life insurance policy.

A 1035 exchange of a policy with an outstanding loan may produce unfavorable tax
consequences. The original carrier must generally report the amount of the
outstanding loan as taxable income to the extent of gain on the original
contract.

The effect of the Technical and Miscellaneous Revenue Act of 1988 (TAMRA) on
1035 exchanges is not entirely clear. However if a new policy is issued in
exchange for a MEC policy, the new policy will also be a MEC. Reduction in face
amount from the old policy to the new policy is generally not recommended.

INSTRUCTIONS FOR REQUESTING A SECTION 1035 EXCHANGE

/ / 1) A completed LIFE APPLICATION

/ / 2) Indicate on the app that this is A "1035 EXCHANGE."

/ / 3) Complete any necessary REPLACEMENT FORMS.

/ / 4) Complete a T.O.M. (if on monthly mode) Automatic
Bank Draft Authorization Form (95765) and collect
a voided check from your client.

/ / 5) Include any necessary life insurance ledger
illustrations.

/ / 6) Have your client complete the attached
1035 EXCHANGE LETTER OF INTENT/
ABSOLUTE ASSIGNMENT.

/ / 7) Collect the OLD POLICY from the insured.

/ / 8) Collect a COMPLETED SURRENDER FORM
OF THE OTHER INSURER.

SEND THE ABOVE ITEMS TO THE HOME OFFICE.

The processing of the exchange will be coordinated by the VUL New Business/1035
Unit. When the surrender value is received in the Home Office, we will allocate
all monies to the new policy.

You and your client will be notified when we receive payment. A confirmation
notice will be sent to the client.

The Company agrees to and accepts the terms of this exchange agreement
and the accompanying directions to issuer of original contract/policy.

ALLOW 2 TO 3 MONTHS FOR PROCESSING OF THE EXCHANGE.

[LOGO]

FORTIS FINANCIAL GROUP
Fortis Advisers, Inc. (fund management since 1949)
Fortis Investors, Inc. (principal underwriter; member NASD, SIPC)
Fortis Benefits Insurance Company & Fortis Insurance Company (issuers of FFG's
insurance products)
P.O. Box 64284 - St. Paul, MN 55164 - (800) 800-2000
http://www.ffg.us.fortis.com

95757 -C-Fortis 4/98

The Fortis logo and Fortis-SM- are servicemarks of Fortis AMEV and Fortis AG.

<PAGE>

1035 EXCHANGE - LETTER OF INTENT/ABSOLUTE ASSIGNMENT

Fortis Policy #____________________________________________
Insured Policy Owner ______________________________________
Social Security # _________________________________________
(TAXPAYER I.D.)
Previous Company Information ______________________________
Old Contract # ____________________________________________
Company Name ______________________________________________
Company Address ___________________________________________
City, State, Zip __________________________________________
Telephone # _______________________________________________
Estimated Contract Value __________________________________

In accordance with Internal Revenue Code #1035, I wish to transfer the funds
standing to my credit on the listed policy directly to Fortis Benefits Insurance
Company. It is my wish to avoid constructive or actual receipt of my funds. I
understand that should verification of this exchange be required by the IRS, it
will be my responsibility to provide such documentation. Therefore, I absolutely
assign my policy to Fortis Benefits Insurance Company. I understand that
completion of this form is to effect an assignment of my policy and does not
guarantee a 1035 exchange. I further request that this policy be exchanged in a
timely manner and that no cash value is to be depleted as a non-forfeiture
option for additional premium payments.

ABSOLUTE ASSIGNMENT/CASH SURRENDER

I, (owner) ____________________________________, absolutely assign and transfer
all rights, titles and interest in policy number ______________________ from
____________________________________ to Fortis Benefits Insurance Company, St.
Paul, Minnesota, its successors or assigns to effect a Section 1035 Exchange.
Executed this ______________________ day of _______________________________.
I ask that you send the surrender check, payable to Fortis Benefits Insurance
Company, to:

VUL New Business Department; Fortis Benefits Insurance Company; P.O. Box 64582,
St. Paul MN 55164-0582.

Total of all premiums paid, less any dividends and any other supplemental
insurance coverage charges: $

/ / IF NO CASH VALUE OR IF A TERM PRODUCT, PLEASE CHECK THE BOX AND PROVIDE
COST BASIS ABOVE. ______________

Please answer the following questions:

1. Is the policy a modified endowment contract within the meaning of
section 7702A of the Internal Revenue Code (TAMRA)? / / Yes / / No

2. What is the face amount of the policy? $_____________

3. Is there an outstanding loan on this policy? / / Yes / / No
If yes, indicate amount $_____________

4. Was there a loan on this policy during the last 2 years (24 months)?
/ / Yes / / No
If yes, indicate amount. $_____________

5. Was there a withdrawal from this policy within the last 2 years (24
months)? / / Yes / / No
If yes, indicate amount. $_____________

6. I certify the policy which I plan to replace is lost.
/ / Yes / / No

NOTE: YOU MAY PROVIDE ALL THIS INFORMATION ON A COPY OF THIS LETTER OR ON
THE CHECK STUB.

_______________________________________________________________________________
Name of Policy Owner (please print)

_______________________________________________________________________________
Signature of Policy Owner Date

_______________________________________________________________________________
Policy Owner address

_______________________________________________________________________________
Signature if other than policy owner (spouse, collateral assignee, etc.)

_______________________________________________________________________________
Agent's Name and Number (please print)

_______________________________________________________________________________
Signature of Agent Date

_______________________________________________________________________________
Officer of Fortis Benefits Signature Date

95757 -C-Fortis 4/98 [LOGO}

<PAGE>
[LOGO]
FORTIS FINANCIAL GROUP
P.O. BOX 64284
ST. PAUL, MN 55164

BULK RATE
U.S. POSTAGE
PAID
PERMIT NO. 3794
MINNEAPOLIS, MN

PROSPECTUS
MAY 1, 1998

FORTIS
SERIES FUND, INC.

FORTIS
WALL STREET
SURVIVOR SERIES
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and
documents:

Facing Sheet.

Cross-Reference Table. (Filed as a part of the initial Form S-6
Registration Statement on December 21, 1995).

Prospectus, consisting of pages.

Undertaking to File Reports. (Filed as a part of the initial Form S-6
Registration Statement on December 21, 1995).

Undertaking pursuant to Rule 484(b)(1) under the Securities
Act of 1933. (Filed as a part of the initial Form S-6
Registration Statement on December 21, 1995).

Reasonableness Representation. Fortis Benefits Company represents that
the fees and charges deducted under the Policies described in this
Registration Statement, in the aggregate, are reasonable in relation to
the services rendered, the expenses expected to be incurred, and the
risks assumed by Fortis Benefits under the Policies. Fortis Benefits
bases its representation on its assessment of all of the facts and
circumstances, including such relevant factors as: the nature and
extent of such services, expenses and risks; the need for Fortis
Benefits to make a profit; the degree to which the Policies include
innovative features; and the regulatory standards for exemptive relief
under the Investment Company Act of 1940 used prior to October 1996,
including the range of industry practice.

Signatures.

Written Consents of the following persons:

Renee C. West, FSA, MAAA (filed with Exhibit 6 below).

Douglas R. Lowe, Esq. (filed with Exhibit 3 below).

Ernst & Young LLP, Independent Auditors.

The following exhibits:

1A. (1) --Resolution of Board of Directors of Fortis
Benefits (under its prior name, Western Life
Insurance Company) effecting the establishment of
Variable Account C (incorporated by reference from
Exhibit 1.A(1) to registrant's Form S-6
Registration Statement, File No. 33-28551, filed
on May 5, 1989).

(2) --Not applicable

(3) --(a) Distribution Agreement between Fortis
Benefits and Fortis Investors, Inc. (incorporated
by reference from Exhibit No. 3(a) to Post-
Effective Amendment No. 9 to registrant's Form S-6
registration statement, File No. 33-28551, filed
April 29, 1994).

--(b) Form of Dealer Sales Agreement (incorporated
by reference from Post-Effective Amendment No. 12
to registrant's Form N-4 registration statement,
File No. 33-19421, filed December 22, 1994).

--(c) Schedule of sales commissions (incorporated
by reference from "Distribution of the Policies"
in the attached prospectus).

(4) --Not applicable

<PAGE>

(5) --(a) Specimen Flexible Premium Survivorship
Variable Life Insurance Policy. (Filed as part of
Pre-Effective Amendment No. 2 to this Form S-6
Registration Statement filed May 29, 1996).

--(b) Form of Guaranteed Benefit Rider,
Joint Insured Waiver of Monthly Deductions Rider,
Joint Insured Waiver of Selected Amount Rider,
Second-To-Die Rider, First-To-Die Rider,
Estate Protector Rider, Extended Maturity Option
Endorsement, Joint Aviation Exclusion Rider,
Accelerated Benefit Rider, Additional Insured
Rider, and Primary Insured Rider. (Filed as part of
Pre-Effective Amendment No. 2 to this Form S-6
Registration Statement filed May 29, 1996).

--(c) Form of Waiver of Monthly Deductions Rider
(incorporated by reference from Exhibit 1.A(5)(c)
to Pre-Effective Amendment No. 1 to registrant's
Form S-6 Registration Statement, File No. 33-
28551, filed on August 18, 1989).

--(d) Form of Waiver of Selected Amount Rider
(incorporated by reference from Exhibit 5(d) to
Post-Effective Amendment No. 9 to the registrant's
Form S-6 Registration Statement, File No. 33-28551,
filed April 29, 1994).

(6) --(a) Articles of Incorporation of Fortis Benefits
(incorporated by reference from Exhibit 1.A(6)(a)
to the initial filing of registrant's Form S-6
Registration Statement, File No. 33-03919, filed
on March 17, 1986).

--(b) Bylaws of Fortis Benefits (incorporated by
reference from Exhibit 1.A(6)(b) to the initial
filing of registrant's Form S-6 Registration
Statement, File No. 33-03919, filed on March 17,
1986).

--(c) Amendment to Articles of Incorporation and
Bylaws dated November 21, 1991 (incorporated by
reference from Exhibit 1.A(6)(c) to registrant's
Post-Effective Amendment No. 4 to Form S-6
Registration Statement, File No. 33-28551, filed
on March 2, 1992).

(7) --Not applicable.

(8) --Not applicable.

(9) --Not applicable.

(10) --(a) Application Form for Flexible Premium
Survivorship Variable Life Insurance Policy and
Form of Temporary Insurance Agreement. (Filed as part
of Pre-Effective Amendment No. 2 to this Form S-6
Registration Statement filed May 29, 1996).

--(b) Policy Change Application, Transfer Request
Form, and Change of Premium Allocation Form
(incorporated by reference from Exhibit 1.A(10)(b)
to registrant's Post-Effective Amendment No. 4 to
Form S-6 Registration Statement, File 33-28851,
filed on March 2, 1992).

<PAGE>

2. --See Exhibit 1.A(5) above.

3. --Opinion and consent of counsel as to the legality of
Securities being registered. (Filed as part of
Pre-Effective Amendment No. 1 to this Form S-6 Registration
Statement on February 16, 1996).

4. --Not applicable.

5. --Not applicable.

6. --(a) Opinion and consent of actuary (Filed as part of the
initial filing of this Form S-6 Registration Statement on
December 21, 1995).

--(b) Supplemental Opinion and Consent of Actuary.

7. --Forms of Notice of Cancellation Right and Request for
Cancellation pursuant to Rule 6e-3(T)(b)(13)(viii)
under the Investment Company Act of 1940. (Filed as part of
Pre-Effective Amendment No. 2 to this Form S-6 Registration
Statement filed May 29, 1996).

8. --Method of computing exchange pursuant to Rule 6e-
3(T)(b)(13) (v)(B) under the Investment Company Act of
1940. (Not required because there will be no cash value
adjustments in connection with the right to transfer
Policy Value to the General Account, which registrant
intends to satisfy the requirements of said provision.)

9. Not Applicable

10. --Memorandum of Certain Procedures with Respect to
Pricing and Processing of Transactions Pursuant to Rule
6e-3(T)(b)(12) (iii). (Filed as part of Pre-Effective
Amendment No. 2 to this Form S-6 Registration Statement
filed May 29, 1996).

11. --Power of Attorney for Messrs, Freedman, Gaddy,
Mackin, Keller, Clayton, Mahoney, Clancy, Meler and
Greiter (incorporated by reference from Exhibit 11 to
registrant's Form S-6 Registration Statement, File No.
33-73138, filed on December 17, 1993).

12. Not applicable

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, FORTIS BENEFITS
INSURANCE COMPANY has duly caused this amended Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, and its seal
to be hereunto affixed and attested all in the City of St. Paul, State of
Minnesota, this 27th day of April, 1998. Fortis Benefits Insurance Company
hereby makes the representation required by Rule 485(b)(4) under the
Securities Act of 1933, and further represents that the amended registration
statement contains no information that would render Rule 485(b) unavailable.

FORTIS BENEFITS INSURANCE COMPANY

By: /s/ Robert Brian Pollock
---------------------------------
Robert Brian Pollock, President

Attest: /s/ Douglas R. Lowe
-----------------------------
Douglas R. Lowe
Associate General Counsel --
Life and Investment Products

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on April 27, 1998.

/s/ Robert Brian Pollock
- ---------------------------------------------
Robert Brian Pollock, President and Director
(Chief Executive Officer)

/s/ Michael John Peninger
- ---------------------------------------------
Michael John Peninger, Senior Vice President,
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)

/s/ Dean Conrad Kopperud
- ---------------------------------------------
Dean Conrad Kopperud, Director

*
--------------------------------------------
Allen Royal Freedman, Chairman of the Board

*
--------------------------------------------
Thomas Michael Keller, Director

*
--------------------------------------------
J. Kerry Clayton, Director

* By: /s/ Robert Brian Pollock
----------------------------------------
Robert Brian Pollock -- Attorney-in-Fact

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the registrant,
VARIABLE ACCOUNT C of Fortis Benefits Insurance Company, has duly caused this
amended Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of St. Paul, State of Minnesota this 27th day of April, 1998.

VARIABLE ACCOUNT C
OF FORTIS BENEFITS INSURANCE COMPANY

By: FORTIS BENEFITS INSURANCE COMPANY
(Depositor)

By: /s/ Robert Brian Pollock
------------------------------------
Robert Brian Pollock, President

Attest: /s/ Douglas R. Lowe
------------------------------------
Douglas R. Lowe,
Associate General Counsel-
Life and Investment Products
<PAGE>

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 27, 1998 on the financial statements of
Fortis Benefits Insurance Company and our report dated March 27, 1998 on the
financial statements of Fortis Benefits Insurance Company Variable Account C
(Account C) in Post-Effective Amendment No. 2 to the Registration Statement
(Form S-6 No. 33-65243) and the related Prospectus of Fortis Benefits
Insurance Company for the registration of an indefinite amount of interests
in Account C pursuant to variable life insurance policies.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
April 28, 1998

<PAGE>

INDEX TO EXHIBITS

6(b). Supplemental Opinion and Consent of Actuary

<PAGE>

April 1, 1998

Fortis Benefits Insurance Company
P.O. Box 64271
St. Paul, Minnesota 55164

Gentlemen:

This opinion is furnished in connection with the offering by Fortis Benefits
Insurance Company of a Flexible Premium Variable Life Insurance Policy
("Policy"), under the securities Act of 1933. The prospectus included in our
registration statement on Form S-6 describes the Policy. I have reviewed the
Policy Form and I am familiar with the amended registration statement, and the
exhibits thereto, as proposed to be filed.

1. The hypothetical illustrations of the Policy values, cash surrender
values, and death benefits included in Appendix B to the prospectus
are based on assumptions stated in the illustrations and are
consistent with the provisions of the Policy.

2. The Policy has not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations, appear
disproportionately more favorable to prospective purchasers of a
Policy for a standard risk non-smoker male age 55 and standard risk
non-smoker female age 53, than to prospective purchaser of Policies
for other combinations of sexes or underwriting classes. Nor have the
particular examples set forth in the illustrations been selected for
the purpose of making this relationship appear more favorable.

I hereby consent to the use of this opinion as an exhibit to the amended
registration statement and to the use of my name under the heading of "Experts"
in the prospectus.

Sincerely,

/s/ Kay Doughty
Kay Doughty, ASA, MAAA
Staff Actuary
Fortis Benefits Insurance Company