FIRST FORTIS LIFE INSURANCE CO, POS AM, 1998-02-27

FIRST FORTIS LIFE INSURANCE CO
POS AM, 1998-02-27

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<PAGE>

As filed with the Securities and Exchange Commission on February 26, 1998
Registration No. 333-14761

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FIRST FORTIS LIFE INSURANCE COMPANY
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)

New York
-------------------------------------
(State or other jurisdiction of incorporation or organization)

63
------------------------------------
(Primary Standard Industrial Classification Code Number)

13-2699219
--------------------------
(I.R.S. Employer Identification No.)

220 Salina Meadows Parkway
Syracuse, New York 13212
315-451-0066
-------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

David A. Peterson, Esquire
P. O. Box 64284
Saint Paul, Minnesota 55164
612-738-5080
----------------------------------
(Name, address including zip code, and telephone number, including
area code, of agent for service)

<PAGE>

Approximate Date of Commencement of Proposed Sale to Public: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box:

/X /
---

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

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained
herein relates to First Fortis Life Insurance Company's Form S-1 Registration
Statement (File No. 33-71690) of $3,000,000 of interests under flexible premium
deferred annuity contracts.

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------
Title of each Proposed Proposed maximum
class of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per unit offering price registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interests under flexible * * None registered herewith
premium deferred
fixed annuity
contracts

</TABLE>

- --------------------
* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount being registered and the proposed
maximum offering price per unit are not applicable in that these securities are
not issued in predetermined amounts or units.

<PAGE>

FIRST FORTIS LIFE INSURANCE COMPANY

Cross-Reference Sheet
Pursuant to Regulation S-K
Item 501(b)

Form S-1 Item Number Prospectus Caption
- -------------------- ------------------

1. Forepart of the Registration Cover Page; Table of Contents;
Statement and Outside Front Distribution and Servicing
Cover Page of Prospectus

2. Inside Front and Back Other Information; Reports
Cover Pages of Prospectus

3. Summary Information, Risk Summary of Contract Features or, as
Factors and Ratio of to ratio of earnings to fixed
Earnings to Fixed Charges charges, Not Applicable

4. Use of Proceeds The Variable Account; Series Fund; The
Fixed Account

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders None

8. Plan of Distribution Distribution and Servicing

9. Description of Securities Cover Page; The Variable Account;
to be Registered Series Fund; The Fixed Account;
Accumulation Period; Charges and
Deductions; General Provisions

10. Interests of Named Legal Matters
Experts and Counsel

11. Information with Respect First Fortis Life Insurance
to the Registrant Company; Further Information About
First Fortis; Financial Statements;
Distribution and Servicing

12. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act
Liabilities
<PAGE>
FIRST FORTIS MASTERS VARIABLE ANNUITY

Flexible Premium Deferred

Combination Variable and Fixed Annuity Contracts

PROSPECTUS DATED
May 1, 1998

[FORTIS LOGO]

FIRST FORTIS LIFE INSURANCE COMPANY
MAILING ADDRESS: STREET ADDRESS: PHONE: 1-800-745-8248
P.O. BOX 3249 220 SALINA MEADOWS PARKWAY
SYRACUSE SUITE 255
NEW YORK 13220 SYRACUSE
NEW YORK 13212

This Prospectus describes flexible premium deferred combination variable and
fixed annuity contracts (a "Contract") issued by First Fortis Life Insurance
Company ("First Fortis"). The minimum initial purchase payment is generally
$5,000 and is $1,000 for each subsequent purchase payment.

A Contract allows you to accumulate funds on a tax-deferred basis. You may elect
a guaranteed interest accumulation option through First Fortis' Fixed Account or
a variable return accumulation option through Separate Account A (the "Variable
Account") of First Fortis, or a combination of these two options. Under the
variable rate accumulation option, you can choose among one or more of the
following investment portfolios of Fortis Series Fund, Inc. (the "Series Fund"):
Money Market Series, U.S. Government Securities Series, Diversified Income
Series, Global Bond Series, High Yield Series, Asset Allocation Series, Global
Asset Allocation Series, Value Series, Growth & Income Series, S&P 500 Index
Series, Blue Chip Stock Series, Growth Stock Series, Global Growth Series,
International Stock Series, Aggressive Growth Series, Small Cap Value Series,
Mid Cap Stock Series, and Large Cap Growth Series. The accompanying Prospectus
for Fortis Series Fund describes the investment objectives, policies and risks
of each of the Portfolios. Under the guaranteed interest accumulation option,
you can choose among ten different guarantee periods, each of which has its own
interest rate.

The Contract provides several different types of retirement and death benefits,
including fixed and variable annuity income options. Within limits, you may make
partial surrenders of the Contract Value or may totally surrender the Contract
for its Cash Surrender Value.

You have the right to examine a Contract for ten days from the time you receive
the Contract and return it for a refund of the full Contract Value.

This Prospectus gives prospective investors information about the Contracts that
they should know before investing. This Prospectus must be accompanied by a
current Prospectus of Fortis Series Fund, Inc. Both Prospectuses should be read
carefully and kept for future reference.

A Statement of Additional Information, dated May 1, 1998, about certain aspects
of the Contracts has been filed with the Securities and Exchange Commission and
is available without charge, from First Fortis at the address and phone number
printed above. The Table of Contents for the Statement of Additional Information
appears on page 21 of this Prospectus.

THESE CONTRACTS ARE NOT OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK,
CREDIT UNION, BROKER-DEALER OR OTHER FINANCIAL INSTITUTION. THEY ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, 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.

97104 (Ed. 5/98)

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Special Terms Used in this Prospectus................................... 3
Information Concerning Fees and Charges................................. 4
Summary of Contract Features............................................ 6
First Fortis Life Insurance Company..................................... 7
The Variable Account.................................................... 7
Series Fund............................................................. 8
The Fixed Account....................................................... 8
- Guaranteed Interest Rates/Guarantee Periods....................... 8
- Market Value Adjustment........................................... 8
- Investments by First Fortis....................................... 9
Accumulation Period..................................................... 9
- Issuance of a Contract and Purchase Payments...................... 9
- Contract Value.................................................... 10
- Allocation of Purchase Payments and Contract Value................ 10
- Total and Partial Surrenders...................................... 11
- Benefit Payable on Death of Annuitant or Contract Owner........... 11
The Annuity Period...................................................... 12
- Annuity Commencement Date......................................... 12
- Commencement of Annuity Payments.................................. 12
- Relationship Between Subaccount Investment Performance and Amount
of Variable Annuity Payments...................................... 12
- Annuity Forms..................................................... 12
- Death of Annuitant or Other Payee................................. 13
Charges and Deductions.................................................. 13
- Premium Taxes..................................................... 13
- Charges Against the Variable Account.............................. 13
- Tax Charge........................................................ 13
- Surrender Charge.................................................. 13
- Miscellaneous..................................................... 14
- Reduction of Charges.............................................. 14
General Provisions...................................................... 14
- The Contracts..................................................... 14
- Postponement of Payment........................................... 14
- Misstatement of Age or Sex and Other Errors....................... 14
- Assignment........................................................ 14
- Beneficiary....................................................... 14
- Reports........................................................... 15
Rights Reserved By First Fortis......................................... 15
Distribution............................................................ 15
Federal Tax Matters..................................................... 15
Further Information about First Fortis.................................. 17
- General........................................................... 17
- Selected Financial Data........................................... 18
Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 18
Directors and Executive Officers........................................ 18
- Executive Compensation............................................ 19
- Ownership of Securities........................................... 20
Voting Privileges....................................................... 20
Legal Matters........................................................... 20
Other Information....................................................... 20
Contents of Statement of Additional Information......................... 20
First Fortis Financial Statements....................................... 20
Appendix A--Sample Market Value Adjustment Calculations................. A-1
Appendix B--Sample Death Benefit Calculations........................... B-1
Appendix C--Explanation of Expense Calculations......................... C-1
</TABLE>

THE CONTRACTS 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. FIRST FORTIS DOES NOT AUTHORIZE ANY INFORMATION OR
REPRESENTATION REGARDING THE OFFERING DESCRIBED IN THIS PROSPECTUS WHICH IS NOT
INCLUDED IN THIS PROSPECTUS, THE RELATED STATEMENT OF ADDITIONAL INFORMATION, OR
ANY SUPPLEMENTS THERETO OR IN ANY SUPPLEMENTAL SALES MATERIAL AUTHORIZED BY
FIRST FORTIS.
<PAGE>
SPECIAL TERMS USED IN THIS PROSPECTUS

<TABLE>
<S> <C>
ACCUMULATION PERIOD The time period under a Contract between the
Contract Issue Date and the Annuity Commencement
Date.
ACCUMULATION UNIT A unit of measure used to calculate a Contract
Owner's interest in the Variable Account during
the Accumulation Period.
ANNUITANT A person during whose life annuity payments are
to be made by First Fortis under the Contract.
ANNUITY COMMENCEMENT DATE The date on which the Annuity Period commences.
ANNUITY PERIOD The time period following the Accumulation
Period, during which annuity payments are made
by First Fortis.
ANNUITY UNIT A unit of measurement used to calculate variable
annuity payments.
BENEFICIARY The person entitled to receive benefits under
the terms of the Contract.
CASH SURRENDER VALUE The amount payable to the Contract Owner on
surrender of the Contract after all applicable
adjustments and deduction of all applicable
charges.
CONTRACT ISSUE DATE The date on which the Contract becomes effective
as shown on the Contract Data Page.
CONTRACT OWNER The person or company named in the application
for a Contract, who is entitled to exercise all
rights and privileges of ownership under the
Contract during the Accumulation Period.
CONTRACT VALUE The sum of the Fixed Account Value and the
Variable Account Value.
FIXED ACCOUNT The name of the alternative under which purchase
payments are allocated to First Fortis' General
Account.
FIXED ACCOUNT VALUE The amount of your Contract Value which is in
the Fixed Account.
FIXED ANNUITY OPTION An annuity option under which First Fortis
promises to pay the Annuitant or any other payee
that you designate one or more fixed payments.
GENERAL ACCOUNT All assets of First Fortis other than those in
the Variable Account, and other than those in
any other legally segregated separate account
established by First Fortis.
GUARANTEED INTEREST RATE The rate of interest we credit during any
Guarantee Period, on an effective annual basis.
GUARANTEE PERIOD The period for which a Guaranteed Interest Rate
is credited.
HOME OFFICE Our office at 220 Salina Meadows Parkway,
Syracuse, New York 13220; 1-800-745-8248;
Mailing address: P.O. Box 3249, Syracuse NY
13220.
MARKET VALUE ADJUSTMENT Positive or negative adjustment in Fixed Account
Value that we make if such value is paid out
more than fifteen days before or after the end
of a Guarantee Period in which it was being
held.
NET PURCHASE PAYMENT The gross amount of a purchase payment less any
applicable premium taxes or similar governmental
assessments.
NON-QUALIFIED CONTRACTS Contracts that do not qualify for the special
federal income tax treatment applicable in
connection with certain retirement plans.
PORTFOLIO Each separate investment portfolio of Series
Fund eligible for investment by the Variable
Account.
QUALIFIED CONTRACTS Contracts that are qualified for the special
federal income tax treatment applicable in
connection with certain retirement plans.
SERIES FUND Fortis Series Fund, Inc., a diversified,
open-end management investment company in which
the Variable Account invests.
SEVEN YEAR ANNIVERSARY The seventh anniversary of a Contract Issue
Date, and each subsequent seventh anniversary of
that date.
SUBACCOUNTS The several Subaccounts of the Variable Account,
each of which invests its assets in a different
Portfolio.
VALUATION DATE All business days except, with respect to any
Subaccount, days on which the related Portfolio
does not value its shares. Generally, the
Portfolios value their shares on each day the
New York Stock Exchange is open.
VALUATION PERIOD The period that starts at the close of regular
trading on the New York Stock Exchange on a
Valuation Date and ends at the close of regular
trading on the exchange on the next succeeding
Valuation Date.
VARIABLE ACCOUNT The segregated asset account referred to as
Separate Account A of First Fortis Life
Insurance Company established to receive and
invest purchase payments under Contracts.
VARIABLE ACCOUNT VALUE The amount of your Contract Value in the
Subaccounts of the Variable Account.
VARIABLE ANNUITY OPTION An annuity option under which First Fortis
promises to pay the Annuitant or any other payee
chosen by you one or more payments which vary in
amount in accordance with the net investment
experience of the Subaccounts selected by the
Annuitant.
WRITTEN REQUEST A written, signed and dated request, in form and
substance satisfactory to First Fortis and
received at our Home Office.
</TABLE>

3
<PAGE>
INFORMATION CONCERNING FEES AND CHARGES

CONTRACT OWNER TRANSACTION CHARGES

<TABLE>
<S> <C>
Front-End Sales Charge Imposed on Purchases................. 0%
Maximum Surrender Charge for Sales Expenses................. 7%(1)
</TABLE>

<TABLE>
<CAPTION>
SURRENDER CHARGE AS A
NUMBER OF YEARS SINCE PERCENTAGE OF PURCHASE
PURCHASE PAYMENT WAS CREDITED PAYMENT
- ------------------------------ -----------------------
<S> <C>
Less than 1 7%
At least 1 but less than 2 6%
At least 2 but less than 3 5%
At least 3 but less than 4 4%
At least 4 but less than 5 3%
At least 5 but less than 6 2%
At least 6 but less than 7 1%
7 or more 0%
</TABLE>

<TABLE>
<S> <C>
Other Surrender Fees................................. 0%
Exchange Fee......................................... 0%

ANNUAL CONTRACT ADMINISTRATION CHARGE....................... $ 0

VARIABLE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
</TABLE>

<TABLE>
<S> <C>
Mortality and Expense Risk Charge.................... 1.25%
Variable Account Administrative Charge............... .10%
---
Total Variable Account Annual Expenses............. 1.35%
</TABLE>

- ------------------------
(1) This charge does not apply in certain cases such as partial surrenders each
year of up to 10% of "new purchase payments" as defined under the heading
"surrender charge," or payment of a death benefit.

MARKET VALUE ADJUSTMENT WITH RESPECT TO FIXED ACCOUNT

Surrenders and other withdrawals from the Fixed Account more than fifteen days
from the end of a Guarantee Period are subject to a Market Value Adjustment. The
Market Value Adjustment may increase or reduce the Fixed Account Value. It is
computed pursuant to a formula that is described in more detail under "Market
Value Adjustment."

SERIES FUND ANNUAL EXPENSES (A)

<TABLE>
<CAPTION>
MONEY U.S. GOVERNMENT DIVERSIFIED GLOBAL HIGH
MARKET SECURITIES INCOME BOND YIELD
SERIES SERIES SERIES SERIES SERIES
------- --------------- ------------ ------- -------
<S> <C> <C> <C> <C> <C>
Investment Advisory and Management Fee......................
Other Expenses..............................................
Total Series Fund Operating Expenses........................

<CAPTION>
GLOBAL
ASSET ASSET GROWTH &
ALLOCATION ALLOCATION VALUE INCOME
SERIES SERIES SERIES SERIES
----------- ----------- ------- --------
<S> <C> <C> <C> <C>
Investment Advisory and Management Fee......................
Other Expenses..............................................
Total Series Fund Operating Expenses........................
</TABLE>

<TABLE>
<CAPTION>
S&P 500 BLUE CHIP MID CAP SMALL CAP GLOBAL
INDEX STOCK INTERNATIONAL STOCK VALUE GROWTH
SERIES SERIES STOCK SERIES SERIES SERIES SERIES
-------- ---------- -------------- -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Investment Advisory and Management Fee................
Other Expenses........................................
Total Series Fund Operating Expenses..................

<CAPTION>
LARGE CAP GROWTH
GROWTH STOCK AGGRESSIVE
SERIES SERIES GROWTH SERIES
---------- ------- -------------
<S> <C> <C> <C>
Investment Advisory and Management Fee................
Other Expenses........................................
Total Series Fund Operating Expenses..................
</TABLE>

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

(a) As a percentage of Series average net assets based on 1997 historical data,
except that for Small Cap Value Series, Mid Cap Stock Series and Large Cap
Growth Series these amounts are based upon estimates for their current
fiscal year.

4
<PAGE>
EXAMPLES*

If you SURRENDER your Contract in full at the end of any of the time periods
shown below, you would pay the following cumulative expenses on a $1,000
investment, assuming a 5% annual return on assets:

<TABLE>
<CAPTION>
IF ALL AMOUNTS ARE INVESTED IN ONE PORTFOLIO: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
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...............................
Aggressive Growth Series..........................
</TABLE>

If you COMMENCE AN ANNUITY PAYMENT OPTION, or do NOT surrender your Contract,
you would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on assets:

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

* Does not include the effect of any Market Value Adjustment.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

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

The foregoing tables and examples are included to assist you in understanding
the transaction and operating expenses imposed directly or indirectly under the
Contracts and Series Fund. Amounts for state premium taxes or similar
assessments will also be deducted, where applicable.

See Appendix C for an explanation of the calculation of the amounts set forth
above.

5
<PAGE>
SUMMARY OF CONTRACT FEATURES

The following summary should be read in conjunction with the detailed
information in this Prospectus.

The Contracts are designed to provide individuals with retirement benefits
through the accumulation of Net Purchase Payments on a fixed or variable basis,
and by the application of such accumulations to provide fixed or variable
annuity payments.

"We," "our," and "us" mean First Fortis Life Insurance Company. "You" and "your"
mean a reader of this Prospectus who is contemplating making purchase payments
or taking any other action in connection with a Contract.

PURCHASE PAYMENTS

The initial purchase payment under a Contract must be at least $5,000 ($2,000
for a Contract pursuant to a qualified contract). Additional purchase payments
under a Contract must be at least $1,000 ($50 for a Contract pursuant to a
qualified contract). See "Issuance of a Contract and Purchase Payments."

On the Contract Issue Date, the initial purchase payment is allocated, as
specified by the Contract Owner in the Contract application, among one or more
of the Subaccounts of the Variable Account, or to one or more of the Guarantee
Periods in the Fixed Account, or to a combination thereof. Subsequent purchase
payments are allocated in the same way, or pursuant to different allocation
percentages that the Contract Owner may subsequently request In Writing.

VARIABLE ACCOUNT INVESTMENT OPTIONS

Each of the Subaccounts of the Variable Account invests in shares of a
corresponding Portfolio of Series Fund. Contract Value in each of the
Subaccounts of the Variable Account will vary to reflect the investment
experience of each of the corresponding Portfolios, as well as deductions for
certain charges.

Each Portfolio has a separate and distinct investment objective and is managed
by Fortis Advisers, Inc or a subadviser of Fortis Advisers, Inc. A full
description of the Portfolios and their investment objectives, policies, risks
and expenses can be found in the current Prospectus for Series Fund, which
accompanies this Prospectus, and Series Fund Statement of Additional Information
which is available upon request.

FIXED ACCOUNT INVESTMENT OPTIONS

Any amount allocated by the Contract Owner to the Fixed Account earns a
Guaranteed Interest Rate. The level of the Guaranteed Interest Rate depends on
the length of the Guarantee Period selected by the Contract Owner. We currently
make available ten different Guarantee Periods, ranging from one to ten years.

If amounts are transferred, surrendered or otherwise paid out more than fifteen
days before or after the end of the applicable Guarantee Period, a Market Value
Adjustment will be applied to increase or decrease the amount of Fixed Account
Value that is paid out. Accordingly, the Market Value Adjustment can result in
gains or losses to you.

For a more complete discussion of the Fixed Account investment options and the
Market Value Adjustment, see "The Fixed Account."

TRANSFERS

During the Accumulation Period, you can transfer all or part of your Contract
Value from one Subaccount to another or into the Fixed Account and, subject to
any Market Value Adjustment, from one Guarantee Period to another or into a
Subaccount. There is currently no charge for these transfers. We reserve the
right to restrict the frequency of or otherwise condition, terminate, or impose
charges upon, transfers from a Subaccount during the Accumulation Period. During
the Annuity Period the person receiving annuity payments may make up to four
transfers (but not from a Fixed Annuity Option) during each year of the Annuity
Period. For a description of certain limitations on transfer rights, see
"Allocations of Purchase Payments and Contract Value--Transfers."

TOTAL OR PARTIAL SURRENDERS

Subject to certain conditions, all or part of the Contract Value may be
surrendered by the Contract Owner before the earlier of the Annuitant's death or
the Annuity Commencement Date. Amounts surrendered may be subject to a surrender
charge and, in addition, amounts surrendered from the Fixed Account may be
subject to a Market Value Adjustment. See "Total and Partial Surrenders,"
"Surrender Charge" and "Market Value Adjustment." Particular attention should be
paid to the tax implications of any surrender, including possible penalties for
premature distributions. See "Federal Tax Matters."

ANNUITY PAYMENTS

The Contract provides several types of annuity benefits to Contract Owners or
other persons they properly designate to receive such payments, including Fixed
and Variable Annuity Options. The Contract Owner has considerable flexibility in
choosing the Annuity Commencement Date. However, the tax implications of an
Annuity Commencement Date must be carefully considered, including the
possibility of penalties for commencing benefits either too soon or too late.
See "Annuity Commencement Date," "Annuity Forms" and "Federal Tax Matters" in
this Prospectus and "Taxation Under Certain Retirement Plans" in the Statement
of Additional Information.

DEATH BENEFIT

In the event that the Annuitant or Contract Owner dies prior to the Annuity
Commencement Date, a death benefit is payable. See "Benefit Payable on Death of
Annuitant or Contract Owner."

RIGHT TO EXAMINE THE CONTRACT

The Contract Owner can cancel a Contract by delivering or mailing it, together
with a Written Request, to First Fortis' Home Office or to the sales
representative through whom it was purchased, before the close of business on
the tenth day after receipt of the Contract. If these items are sent by mail,
properly addressed and postage prepaid, they will be deemed to be received by
First Fortis on the date postmarked. First Fortis will pay you the then current
Contract Value.

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS

Certain rights you would otherwise have under a Contract may be limited by the
terms of any applicable employee benefit plan. These limitations may restrict
such things as total and partial surrenders, the amount or timing of purchase
payments that may be made, when annuity payments must start and the type of
annuity options that may be selected. Accordingly, you should familiarize
yourself with these and all other aspects of any retirement plan in connection
with which a Contract is issued.

The record owner of Contracts may be an employer (or the employer's designee) in
connection with an employee benefit plan. In the latter cases, certain rights
that a Contract Owner otherwise would have under a Contract may be reserved
instead by the employer.

6
<PAGE>
TAX IMPLICATIONS

The tax implications for Contract Owners or any other persons who may receive
payments under a Contract, and those of any related employee benefit plan can be
quite important. A brief discussion of some of these is set out under "Federal
Tax Matters" in this Prospectus and "Taxation Under Certain Retirement Plans" in
the Statement of Additional Information, but such discussion is not
comprehensive. Therefore, you should consider these matters carefully and
consult a qualified tax adviser before making purchase payments or taking any
other action in connection with a Contract or any related employee benefit plan.
Failure to do so could result in serious adverse tax consequences which might
otherwise have been avoided.

QUESTIONS AND OTHER COMMUNICATIONS

Any question about procedures of the Contract should be directed to your sales
representative, or First Fortis' Home Office: P.O. Box 3249, Syracuse, NY 13220;
1-800-745-8248. Purchase payments and Written Requests should be mailed or
delivered to the same Home Office address. All communications should include the
Contract number, the Contract Owner's name and, if different, the Annuitant's
name. The number for telephone transfers is 1-800-745-8248.
Any purchase payment or other communication, except a 10-day cancellation
notice, is deemed received at First Fortis' Home Office on the actual date of
receipt there in proper form unless received (1) after the close of regular
trading on The New York Stock Exchange, or (2) on a date that is not a Valuation
Date. In either of these two cases, the date of receipt will be deemed to be the
next Valuation Date.

FINANCIAL AND PERFORMANCE INFORMATION

The information presented below reflects the Accumulation Unit Information for
subaccounts of the Variable Account through December 31, 1996. Accumulation
Units have been rounded to the nearest whole unit.

<TABLE>
<CAPTION>
U.S. GOV'T DIVERSIFIED GLOBAL ASSET
MONEY MARKET SECURITIES INCOME GLOBAL BOND HIGH YIELD ALLOCATION
------------ ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1997
Accumulation Units in Force...
Accumulation Unit Value.......
DECEMBER 31, 1996
Accumulation Units in Force... 31,800 427 20,649 1,347 9,846 7,591
Accumulation Unit Value....... 1.418 15.935 1.801 11.961 11.928 12.884
MAY 1, 1996*
Accumulation Unit Value....... $10.000 $10.000 $10.000 $10.000 $10.000 $10.000

<CAPTION>
ASSET GROWTH & S&P BLUE INTERNATIONAL
ALLOCATION VALUE INCOME 500 CHIP STOCK
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C>
DECEMBER 31, 1997
Accumulation Units in Force...
Accumulation Unit Value.......
DECEMBER 31, 1996
Accumulation Units in Force... 63,004 15,690 14,412 5,144 9,457 10,999
Accumulation Unit Value....... 2.368 11.048 15.468 11.326 11.520 12.690
MAY 1, 1996*
Accumulation Unit Value....... $10.000 $10.000 $10.000 $10.000 $10.000 $10.000

<CAPTION>
GLOBAL AGGRESSIVE
GROWTH GROWTH STOCK GROWTH
------------ ------------- ------------
DECEMBER 31, 1997
Accumulation Units in Force...
Accumulation Unit Value.......
DECEMBER 31, 1996
Accumulation Units in Force... 6,899 70,686 14,449
Accumulation Unit Value....... 18.510 2.971 13.232
MAY 1, 1996*
Accumulation Unit Value....... $10.000 $10.000 $10.000
</TABLE>

- ----------------------------------------
* Accumulation Unit Value at date of initial registration effectiveness.

Audited financial statements of the Variable Account are included in the
Statement of Additional Information.

Advertising and other sales materials may include yield and total return figures
for the Subaccounts of the Variable Account. These figures are based on
historical results and are not intended to indicate future performance. "Yield"
is the income generated by an investment in the Subaccount over a period of time
specified in the advertisement. This rate of return is assumed to be earned over
a full year and is shown as a percentage of the investment. "Total return" is
the total change in value of an investment in the Subaccount over a period of
time specified in the advertisement. The rate of return shown would produce that
change in value over the specified period, if compounded annually. Yield figures
do not reflect the surrender charge and yield and total return figures do not
reflect premium tax charges. This makes the performance shown more favorable.

Financial information concerning First Fortis is included in this Prospectus
under "Further Information About First Fortis" and "First Fortis Financial
Statements."

FIRST FORTIS LIFE INSURANCE COMPANY

First Fortis Life Insurance Company, the issuer of the Contracts, was founded in
1971. At the end of 1997, First Fortis had approximately $xx billion of total
life insurance in force. First Fortis is a New York corporation and is qualified
to sell life insurance and annuity contracts in New York. First Fortis is a
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.

First Fortis is affiliated with the Fortis Financial Group, a joint effort by
Fortis Benefits Insurance Company, Fortis Advisers, Inc., Fortis Investors,
Inc., and Time Insurance Company, offering financial products through the
management, marketing and servicing of mutual funds, annuities, life insurance
and disability income 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. The Fortis group of companies has assets in excess
of $xxx billion.

All of the guarantees and commitments under the Contracts are general
obligations of First Fortis, regardless of whether the Contract Value has been
allocated to the Separate Account or to the Fixed Account. None of First Fortis'
affiliated companies has any legal obligation to back First Fortis' obligations
under the Contracts.

THE VARIABLE ACCOUNT

The Variable Account, which is a segregated investment account of First Fortis,
was established as Variable Account A by First Fortis pursuant to the insurance
laws of New York as of October 1, 1993. Although the Variable Account is an
integral part of First Fortis, the Variable Account is registered with the
Securities and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940. Assets in the Variable Account representing
reserves and liabilities under Contracts and other variable annuity contracts
issued by First Fortis will not be chargeable with liabilities arising out of
any other business of First Fortis.

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There are currently fifteen Subaccounts in the Variable Account. The assets in
each Subaccount are invested exclusively in a distinct class (or series) of
stock issued by Series Fund, each of which represents a separate investment
Portfolio within Series Fund. Income and both realized and unrealized gains or
losses from the assets of each Subaccount of the Variable Account are credited
to or charged against that Subaccount without regard to income, gains or losses
from any other Subaccount of the Variable Account or arising out of any other
business we may conduct. New Subaccounts may be added as new Portfolios are
added to Series Fund and made available. Correspondingly, if any Portfolios are
eliminated from Series Fund, Subaccounts may be eliminated from the Variable
Account.

SERIES FUND

Series Fund is a "series" type of mutual fund which is registered with the
Securities and Exchange Commission under the Investment Company Act of 1940.
Series Fund has served as the investment medium for the Variable Account since
the Variable Account commenced operations and has also served as the investment
media of other variable accounts of an affiliated company since 1987.

First Fortis purchases and redeems Series Fund' shares for the Variable Account
at their net asset value without the imposition of any sales or redemption
charges. Such shares represent interests in the Portfolios of Series Fund
available for investment by the Variable Account. Each Portfolio corresponds to
one of the Subaccounts of the Variable Account. The assets of each Portfolio are
separate from the others and each Portfolio operates as a separate investment
portfolio whose performance has no effect on the investment performance of any
other Portfolio.

Any dividend or capital gain distributions attributable to Contracts are
automatically reinvested in shares of the Portfolio from which they are received
at the Portfolio's net asset value on the date paid. Such dividends and
distributions will have the effect of reducing the net asset value of each share
of the corresponding Portfolio and increasing, by an equivalent value, the
number of shares outstanding of the Portfolio. However, the value of your
interest in the corresponding Subaccount will not change as a result of any such
dividends and distributions.

The Portfolios of Series Fund available for investment by the Variable Account
are the Money Market Series, the U.S. Government Securities Series, the
Diversified Income Series, the Global Bond Series, the High Yield Series, the
Asset Allocation Series, the Global Asset Allocation Series, the Growth & Income
Series, the Growth Stock Series, the Global Growth Series, the International
Stock Series and the Aggressive Growth Series. A full description of the
Portfolios, their investment policies and restrictions, the charges, the risks
attendant to investing in them, and other aspects of their operations is
contained in the Prospectus for Series Fund accompanying this Prospectus and in
the Statement of Additional Information for Series Fund referred to therein.
Additional copies of these documents may be obtained from your sales
representative or from our Home Office. The complete risk disclosure in the
Prospectus for the Diversified Income Series and Asset Allocation Series should
be read before selection of them for investment.

THE FIXED ACCOUNT

GUARANTEED INTEREST RATES/GUARANTEE PERIODS

Any amount allocated by the Contract Owner to the Fixed Account earns a
Guaranteed Interest Rate commencing with the date of such allocation. This
Guaranteed Interest Rate continues for a number of years (not to exceed ten)
selected by the Contract Owner. At the end of this Guarantee Period, the
Contract Owner's Contract Value in that Guarantee Period, including interest
accrued thereon, will be allocated to a new Guarantee Period of the same length
unless First Fortis has received a Written Request from the Contract Owner to
allocate this amount to a different Guarantee Period or periods or to one or
more of the Subaccounts. We must receive this Written Request at least three
business days prior to the end of the Guarantee Period. The first day of the new
Guarantee Period (or other reallocation) will be the day after the end of the
prior Guarantee Period. We will notify the Contract Owner at least 45 days and
not more than 60 days prior to the end of any Guarantee Period.

We currently make available ten different Guarantee Periods, ranging from one to
ten years. Each Guarantee Period has its own Guaranteed Interest Rate, which may
differ from those for other Guarantee Periods. From time to time we will, at our
discretion, change the Guaranteed Interest Rate for future Guarantee Periods of
various lengths. These changes will not affect the Guaranteed Interest Rates
being paid on Guarantee Periods that have already commenced. Each allocation or
transfer of an amount to a Guarantee Period commences the running of a new
Guarantee Period with respect to that amount, which will earn a Guaranteed
Interest Rate that will continue unchanged until the end of that period. The
Guaranteed Interest Rate will never be less than an effective annual rate of 4%.

First Fortis declares the Guaranteed Interest Rates from time to time as market
conditions dictate. First Fortis advises a Contract Owner of the Guaranteed
Interest Rate for a chosen Guarantee Period at the time a purchase payment is
received, a transfer is effectuated or a Guarantee Period is renewed.

First Fortis has no specific formula for establishing the Guaranteed Interest
Rates for the Guarantee Periods. The rate may be influenced by, but not
necessarily correspond to, interest rates generally available on the types of
investments acquired with amounts allocated to the Guarantee Period. See
"Investments by First Fortis." First Fortis in determining Guaranteed Interest
Rates, may also consider, among other factors, the duration of a Guarantee
Period, regulatory and tax requirements, sales and administrative expenses borne
by First Fortis, risks assumed by First Fortis, First Fortis' profitability
objectives, and general economic trends.

FIRST FORTIS' MANAGEMENT MAKES THE FINAL DETERMINATION OF THE GUARANTEED
INTEREST RATES TO BE DECLARED. FIRST FORTIS CANNOT PREDICT OR ASSURE THE LEVEL
OF ANY FUTURE GUARANTEED INTEREST RATES IN EXCESS OF AN EFFECTIVE ANNUAL RATE OF
4%.

Information concerning the Guaranteed Interest Rates applicable to the various
Guarantee Periods at any time may be obtained from our Home Office or from your
sales representative.

MARKET VALUE ADJUSTMENT

Except as described below, if any Fixed Account Value is surrendered,
transferred or otherwise paid out before the end of the Guarantee Period in
which it is being held, a Market Value Adjustment will be applied. This
generally includes amounts applied to an annuity option and amounts paid as a
single sum in lieu of an annuity. However, NO Market Value Adjustment will be
applied to amounts that are paid out during the period beginning fifteen days
before and ending fifteen days after the end of a Guarantee Period in which it
was being held or to amounts paid out as a death benefit. Additionally, no
Market Value Adjustment will be applied to amounts that are withdrawn from a
Guarantee Period and paid out to the Contract Owner, or transferred to the
Variable Account, on an automatic periodic basis under a formal

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First Fortis program for the withdrawal or transfer of the earnings of the Fixed
Account. (There may be conditions and limitations imposed by First Fortis
associated with such a program. See your First Fortis representative for the
availability of any such program, and the conditions and limitations of such a
program, in your state.)

The Market Value Adjustment may increase or decrease the amount of Fixed Account
Value being withdrawn or transferred. The comparison of two Guaranteed Interest
Rates determines whether the Market Value Adjustment produces an increase or a
decrease. The first rate to compare is the Guaranteed Interest Rate for the
amount being transferred or withdrawn. The second rate is the Guaranteed
Interest Rate then being offered for new Guarantee Periods of the same duration
as that remaining in the Guarantee Period from which the funds are being
withdrawn or transferred. If the first rate exceeds the second by more than
1/4%, the Market Value Adjustment produces an increase. If the first rate does
not exceed the second by at least 1/4%, the Market Value Adjustment produces a
decrease. Sample calculations are shown in Appendix A.

The Market Value Adjustment will be determined by multiplying the amount being
withdrawn or transferred from the Guarantee Period (after deduction of any
applicable surrender charge) by the following factor:

1 + I n / 12
----------- - 1
( 1 + J + .0025 )

where,

- I is the Guaranteed Interest Rate being credited to the amount being
withdrawn from the existing Guarantee Period,

- J is the Guaranteed Interest Rate then being offered for new Guarantee
Periods with durations equal to the number of years remaining in the
existing Guarantee Period (rounded up to the next higher number of years),
and

- N is the number of months remaining in the existing Guarantee Period
(rounded up to the next higher number of months).

In the event that First Fortis discontinues offering a Guaranteed Interest Rate
for a Guarantee Period, I and J will not be determined as described above.
Instead they will be determined by use of the bond equivalent yield on the
applicable U.S. Treasury Bill or Note ("the yield") as determined on either the
1st or the 15th of the applicable month as follows:

- I will be equal to "the yield" at the beginning of the Guarantee Period
and assuming a maturity equal to the length of the Guarantee Period at
that time.

- J will be equal to "the yield" at the time the Market Value Adjustment is
being calculated and assuming a maturity equal to the length of the
Guarantee Period remaining at that time.

INVESTMENTS BY FIRST FORTIS

Our obligations with respect to the Fixed Account are legal obligations of First
Fortis and are supported by our General Account assets, which also support
obligations incurred by us under other insurance and annuity contracts.
Investments purchased with amounts allocated to the Fixed Account are the
property of First Fortis, and Contract Owners have no legal rights in such
investments. Subject to applicable law, we have sole discretion over the
investment of assets in our General Account and in the Fixed Account, and
neither of such accounts is subject to registration under the Investment Company
Act of 1940.

Amounts in the First Fortis General Account and the Fixed Account will be
invested in compliance with applicable state insurance laws and regulations
concerning the nature and quality of investments for the General Account. Within
specified limits and subject to certain standards and limitations, these laws
generally permit investment in federal, state and municipal obligations,
preferred and common stocks, corporate bonds, real estate mortgages, real estate
and certain other investments. See "First Fortis Financial Statements" for
information on First Fortis' investments. Investment management for amounts in
the General Account and in the Fixed Account is provided to First Fortis by
Fortis Advisers, Inc.

First Fortis intends to consider the return available on the instruments in
which it intends to invest amounts allocated to the Fixed Account when it
establishes Guaranteed Interest Rates. Such return is only one of many factors
considered in establishing the Guaranteed Interest Rates. See "Guaranteed
Interest Rates/Guarantee Periods."

First Fortis expects that amounts allocated to the Fixed Account generally will
be invested in debt instruments that approximately match First Fortis'
liabilities with regard to the Guarantee Periods. First Fortis expects that
these will include primarily the following types of debt instruments: (1)
securities issued by the United States Government or its agencies or
instrumentalities, which securities may or may not be guaranteed by the United
States Government; (2) debt securities which have an investment grade, at the
time of purchase, within the four highest grades assigned by Moody's Investors
Services, Inc. ("Moody's") (Aaa, Aa, A or Baa), Standard & Poor's Corporation
("Standard & Poor's") (AAA, AA, A or BBB), or any other nationally recognized
rating service; (3) other debt instruments including, but not limited to, issues
of or guaranteed by banks or bank holding companies and corporations, which
obligations although not rated by Moody's or Standard & Poor's, are deemed by
First Fortis to have an investment quality comparable to securities which may be
purchased as stated above; and (4) other evidences of indebtedness secured by
mortgages or deeds of trust representing liens upon real estate. Notwithstanding
the foregoing, First Fortis is not obligated to invest amounts allocated to the
Fixed Account according to any particular strategy, except as may be required by
applicable state insurance laws and regulations. See "Regulation and Reserves."

ACCUMULATION PERIOD

ISSUANCE OF A CONTRACT AND PURCHASE PAYMENTS

First Fortis reserves the right to reject any application for a Contract for any
reason. If the application can be accepted in the form received, the initial
purchase payment will be credited within two Valuation Dates after the later of
receipt of the application or receipt of the initial purchase payment at First
Fortis' Home Office. If the initial purchase payment cannot be credited within
five Valuation Dates after receipt because the application or other issuing
requirements are incomplete, the initial purchase payment will be returned
unless the applicant consents to our retaining the initial purchase payment and
crediting it as of the end of the Valuation Period in which the necessary
requirements are fulfilled. Despite the consent of the applicant, if the initial
purchase payment still cannot be credited within thirty Valuation Dates after
receipt because the application or issuing instructions are incomplete, the
initial purchase payment will be returned to the applicant. The initial purchase
payment under a Contract must be at least $5,000 ($2,000 for a Contract issued
pursuant to a qualified plan).

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the Contract is delivered. The crediting of investment experience in the
Variable Account, or a fixed rate of return in the Fixed Account, begins as of
the Contract Issue Date.

The Contract Owner may make additional purchase payments at any time after the
Contract Issue Date and prior to the Annuity Commencement Date, as long as the
Annuitant is living. Purchase payments (together with any required information
identifying the proper Contracts and account to be credited with purchase
payments) must be transmitted to our Home Office. Additional purchase payments
are credited to the Contract and added to the Contract Value as of the end of
the Valuation Period in which they are received in good order.

Each additional purchase payment under a Contract must be at least $1,000 ($50
for a Contract issued pursuant to a qualified plan). The total of all purchase
payments for all First Fortis annuities having the same owner or participant, or
annuitant, may not exceed $1 million (not more than $500,000 allocated to the
Fixed Account) without First Fortis' prior approval, and we reserve the right to
modify this limitation at any time.

Purchase payments in excess of the initial minimum may be made by monthly draft
against the bank account of any Contract Owner who has completed and returned to
us a special "Thrift-O-Matic" authorization form that may be obtained from your
sales representative or from our Home Office. Arrangements can also be made for
purchase payments by wire transfer, payroll deduction, military allotment,
direct deposit and billing. Purchase payments by check should be made payable to
First Fortis Life Insurance Company.

If the Contract Value is less than $1,000, we may cancel the Contract on any
Valuation Date. We will notify the Contract Owner at least 90 days in advance of
our intention to cancel the Contract. Upon such cancellation we will pay the
Contract Owner the full Contract Value.

CONTRACT VALUE

Contract Value is the total of any Variable Account Value in all the Subaccounts
of the Variable Account pursuant to the Contract, plus any Fixed Account Value
in all the Guarantee Periods.

There is no guaranteed minimum Variable Account Value. To the extent Contract
Value is allocated to the Variable Account, you bear the entire investment risk.

DETERMINATION OF VARIABLE ACCOUNT VALUE. A Contract's Variable Account Value is
based on Accumulation Unit values, which are determined on each Valuation Date.
The value of an Accumulation Unit for a Subaccount on any Valuation Date is
equal to the previous value of that Subaccount's Accumulation Unit multiplied by
that Subaccount's net investment factor (discussed directly below) for the
Valuation Period ending on that Valuation Date. At the end of any Valuation
Period, a Contract's Variable Account Value in a Subaccount is equal to the
number of Accumulation Units in the Subaccount times the value of one
Accumulation Unit for that Subaccount.

The number of Accumulation Units in each Subaccount is equal to:

- Accumulation Units purchased at the time that any Net Purchase Payments or
transferred amounts are allocated to the Subaccount; less

- Accumulation Units redeemed to pay for the portion of any transfers from
or partial surrenders allocated to the Subaccount; less

- Accumulation Units redeemed to pay charges under the Contract.

NET INVESTMENT FACTOR. If a Subaccount's net investment factor is greater than
one, the Subaccount's Accumulation Unit value has increased. If the net
investment factor is less than one, the Subaccount's Accumulation Unit value has
decreased. The net investment factor for a Subaccount is determined by dividing
(1) the net asset value per share of the Portfolio shares held by the
Subaccount, determined at the end of the current Valuation Period, plus the per
share amount of any dividend or capital gains distribution made with respect to
the Portfolio shares held by the Subaccount during the current Valuation Period,
minus a per share charge for the increase, plus a per share credit for the
decrease, in any income taxes assessed which we determine to have resulted from
the investment operation of the subaccount or any other taxes which are
attributable to this Contract, by (2) the net asset value per share of the
Portfolio shares held in the Subaccount as determined at the end of the previous
Valuation Period, and subtracting from that result a factor representing the
mortality risk, expense risk and administrative expense charge.

DETERMINATION OF FIXED ACCOUNT VALUE. A Contract's Fixed Account Value is
guaranteed by First Fortis. Therefore, First Fortis bears the investment risk
with respect to amounts allocated to the Fixed Account, except to the extent
that (a) First Fortis may vary the Guaranteed Interest Rate for future Guarantee
Periods (subject to the 4% effective annual minimum) and (b) the Market Value
Adjustment imposes investment risks on the Contract Owner.

The Contract's Fixed Account Value on any Valuation Date is the sum of its Fixed
Account Values in each Guarantee Period on that date. The Fixed Account Value in
a Guarantee Period is equal to the following amounts, in each case increased by
accrued interest at the applicable Guaranteed Interest Rate:

- The amount of Net Purchase Payments or transferred amounts allocated to
the Guarantee Period; less

- The amount of any transfers or surrenders out of the Guarantee Period.

ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE

ALLOCATION OF PURCHASE PAYMENTS. In the application for a Contract, the Contract
Owner can allocate Net Purchase Payments, or portions thereof, to the available
Subaccounts of the Variable Account or to the Guarantee Periods in the Fixed
Account, or a combination thereof. Percentages must be in whole numbers and the
total allocation must equal 100%. The percentage allocations for future Net
Purchase Payments may be changed, without charge, at any time by sending a
Written Request to First Fortis' Home Office. Changes in the allocation of
future Net Purchase Payments will be effective on the date we receive the
Contract Owner's Written Request.

TRANSFERS. Transfers of Contract Value from one available Subaccount to another
or into the Fixed Account, or from one Guarantee Period to another or to the
Subaccount, can be made by the Contract Owner in Written Request to First
Fortis' Home Office, or by telephone transfer as described below. There is no
charge for any transfer, although transfers from a Guarantee Period that are (1)
more than 15 days before or after the expiration thereof, or (2) are not a part
of a formal First Fortis program for the transfer of earnings of the Fixed
Account are subject to a Market Value Adjustment. See "Market Value Adjustment."
The minimum transfer from a Subaccount or Guarantee Period is the lesser of
$1,000 or all of the Contract Value in the Subaccount or Guarantee Period.
Irrespective of the above we may permit a continuing request for transfers of
lesser specified amounts automatically on a periodic basis. We will count all
transfers between and among the Subaccounts of the Variable Account and the
Fixed Account as one transfer, if all the transfer requests are made at the same
time as part

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of one request. We will execute the transfers and determine all values in
connection with transfers as of the end of the Valuation Period in which we
receive the transfer request. The amount of any positive or negative Market
Value Adjustment, respectively, will be added to or deducted from the
transferred amount.

At the time an application for a Contract is completed, or at any subsequent
time, you may complete the Telephone Transfer Authorization Form. We will honor
telephone transfer instructions from any person who provides the correct
identifying information. First Fortis will not be responsible for, and you will
bear the risk of loss from, oral instructions, including fraudulent instructions
which are reasonably believed to be genuine. We will employ reasonable
procedures to confirm that telephone instructions are genuine, but if such
procedures are not deemed reasonable, we may be liable for any losses due to
unauthorized or fraudulent instructions. Our procedures are to verify address
and social security number, tape record the telephone call, and provide written
confirmation of the transaction. We may modify or terminate our telephone
transfer procedures at any time. The number for telephone transfers is
1-800-745-8248.

Certain restrictions on very substantial investments in any one Subaccount are
set forth under "Limitations on Allocations" in the Statement of Additional
Information.

TOTAL AND PARTIAL SURRENDERS

TOTAL SURRENDERS. The Contract Owner may surrender all of the Cash Surrender
Value at any time during the life of the Annuitant and prior to the Annuity
Commencement Date by a Written Request sent to First Fortis' Home Office. We
reserve the right to require that the Contract be returned to us prior to making
payment, although this will not affect our determination of the amount of the
Cash Surrender Value. Cash Surrender Value is the Contract Value at the end of
the Valuation Period during which the Written Request for the total surrender is
received by First Fortis at its Home Office, less any applicable surrender
charge and after any Market Value Adjustment. See "Surrender Charge" and "Market
Value Adjustment."

The written consent of all collateral assignees and irrevocable beneficiaries
must be obtained prior to any total surrender. Surrenders from the Variable
Account will generally be paid within seven days of the date of receipt by First
Fortis' Home Office of the Written Request. Postponement of payments may occur,
however, in certain circumstances. See "Postponement of Payment."

The amount paid upon total surrender of the Cash Surrender Value (taking into
account any prior partial surrenders) may be more or less than the total Net
Purchase Payments made. After a surrender of the Cash Surrender Value or at any
time the Contract Value is zero, all rights of the Contract Owner, Annuitant, or
any other person will terminate.

PARTIAL SURRENDERS. At any time prior to the Annuity Commencement Date and
during the lifetime of the Annuitant, the Contract Owner may surrender a portion
of the Fixed Account Value and/or the Variable Account Value by sending to First
Fortis' Home Office a Written Request. We will not accept a partial surrender
request unless the net proceeds payable to you as a result of the request are at
least $1,000. If the total Contract Value in both the Variable Account and Fixed
Account would be less than $1,000 after the partial surrender, First Fortis will
surrender the entire Cash Surrender Value under the Contract.

In order for a request to be processed, the Contract Owner must specify from
which Subaccounts of the Variable Account or Guarantee Periods of the Fixed
Account a partial surrender should be made.

We will surrender Accumulation Units from the Variable Account and/ or dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals the dollar amount of the partial surrender request. The amount payable to
the Contract Owner will be reduced by any applicable surrender charge.
Additionally, if the surrender is from a Guarantee Period, the amount payable to
the Contract Owner will be reduced by any negative Market Value Adjustment, or
increased by any positive Market Value Adjustment unless the surrender is (1)
within 15 days before or after the expiration of a Guarantee Period, or (2) is a
part of a formal First Fortis program for the withdrawal of earnings from the
Fixed Account. The partial surrender will be effective at the end of the
Valuation Period in which First Fortis receives the Written Request for partial
surrender at its Home Office. Payments will generally be made within seven days
of the effective date of such request, although certain delays are permitted.
See "Postponement of Payment."

The Internal Revenue Code provides that a penalty tax will be imposed on certain
premature surrenders. For a discussion of this and other tax implications of
total and partial surrenders, including withholding requirements, see "Federal
Tax Matters." Also, under tax deferred annuity, Contracts pursuant to Section
403(b) of the Internal Revenue Code, no distributions of voluntary salary
reduction amounts will be permitted prior to one of the following events:
attainment of age 59 1/2 by the employee or the employee's separation from
service, death, disability or hardship. (Hardship distributions will be limited
to the lesser of the amount of the hardship or the amount of salary reduction
contributions, exclusive of earnings thereon.)

BENEFIT PAYABLE ON DEATH OF ANNUITANT OR CONTRACT OWNER

If the Annuitant or Contract Owner dies prior to the Annuity Commencement Date,
a death benefit will be paid. If more than one Annuitant has been named, the
death benefit payable upon the death of an Annuitant will only be paid upon the
death of the last survivor of the persons so named. The death benefit will equal
the greater of:

(1) the sum of all Net Purchase Payments made (less all prior surrenders and
previously-imposed surrender charges and prior negative Market Value
Adjustments),

(2) the Contract Value as of the date used for valuing the death benefit, or

(3) the Contract Value (less the amount of any subsequent surrenders and
surrender charges and negative Market Value Adjustments in connection
therewith), as of the Contract's Seven Year Anniversary immediately
preceding the earlier of a) the date of death of either the Contract
Owner or Annuitant or b) the date either first reaches his or her 75th
birthday. (See Appendix B for Sample Death Benefit Calculations).

The value of the death benefit is determined as of the end of the Valuation
Period in which we receive, at our Home Office, proof of death and the written
request as to the manner of payment. Upon receipt of these items, the death
benefit generally will be paid within seven days. Under certain circumstances,
payment of the death benefit may be postponed. See "Postponement of Payment." If
we do not receive a Written Request for a settlement method, we will pay the
death benefit in a single sum, based on values determined at that time.

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of the date the death benefit becomes payable. Failure to make a timely election
can result in unfavorable tax consequences. For further information, see
"Federal Tax Matters."

We accept any of the following as proof of death: a copy of a certified death
certificate; a copy of a certified decree of a court of competent jurisdiction
as to the finding of death; or a written statement by a medical doctor who
attended the deceased at the time of death.

If the Contract Owner dies before the Annuitant and before the Annuity
Commencement Date with respect to a Non-Qualified Contract certain additional
requirements are mandated by the Internal Revenue Code, which are discussed
below under "Federal Tax Matters-- Required Distributions for Non-Qualified
Contracts." It is imperative that Written Notice of the death of the Contract
Owner be promptly transmitted to First Fortis at its Home Office, so that
arrangements can be made for distribution of the entire interest in the Contract
Owner in a manner that satisfies the Internal Revenue Code requirements. Failure
to satisfy these requirements may result in the Contract Owner not being treated
as an annuity contract for federal income tax purposes, which could have adverse
tax consequences.

THE ANNUITY PERIOD

ANNUITY COMMENCEMENT DATE

The Contract Owner may specify an Annuity Commencement Date in the application
not later than the Annuitant's 90th birthday. The Annuity Commencement Date
marks the beginning of the period during which an Annuitant or other payee
designated by the Contract Owner receives annuity payments under the Contract.
We may not permit an Annuity Commencement Date which is on or after the
Annuitant's 75th birthday, and you should consult your sales representative in
this regard. The Annuity Commencement Date must be at least two years after the
Contract Issue Date.

Depending on the type of retirement arrangement involved, amounts that are
distributed either too soon or too late may be subject to penalty taxes under
the Internal Revenue Code. See "Federal Tax Matters." You should consider this
carefully in selecting or changing an Annuity Commencement Date.

In order to advance or defer the Annuity Commencement Date, the Contract Owner
must submit a Written Request during the Annuitant's lifetime. The request must
be received at our Home Office at least 30 days before the then-scheduled
Annuity Commencement Date. The new Annuity Commencement Date must also be at
least 30 days after the Written Request is received. There is no right to make
any total or partial surrender during the Annuity Period.

COMMENCEMENT OF ANNUITY PAYMENTS

If the Contract Value at the end of the Valuation Period which contains the
Annuity Commencement Date is less than $1,000, we may pay the entire Contract
Value, without the imposition of any charges other than the premium tax charge,
if applicable, in a single sum payment to the Annuitant or other payee chosen by
the Contract Owner and cancel the Contract.

Otherwise, First Fortis will apply (1) the Fixed Account Value to provide a
Fixed Annuity Option and (2) the Variable Account Value in any Subaccount to
provide a Variable Annuity Option using the same Subaccount, unless the Contract
Owner has notified us by Written Request to apply the Fixed Account Value and
Variable Account Value in different proportions. Any such Written Request must
be received by us at our Home Office at least 30 days before the Annuity
Commencement Date.

Annuity payments under a Fixed or Variable Annuity Option will be made on a
monthly basis to the Annuitant or other properly-designated payee, unless we
agree to a different payment schedule. If more than one person is named as an
Annuitant, the Contract Owner may elect to name one of such persons to be the
sole Annuitant as of the Annuity Commencement Date. We reserve the right to
change the frequency of any annuity payment so that each payment will be at
least $50. There is no right to make any total or partial surrender during the
Annuity Period.

The amount of each annuity payment will depend on the amount of Contract Value
applied to an annuity option, the form of annuity selected and the age of the
Annuitant. Information concerning the relationship between the Annuitant's sex
and the amount of annuity payments, including special requirements in connection
with employee benefits plans, is set forth under "Calculations of Annuity
Payments" in the Statement of Additional Information. The Statement of
Additional Information also contains detailed information about how the amount
of each annuity payment is computed.

The dollar amount of any fixed annuity payments is specified during the entire
period of annuity payments according to the provisions of the annuity form
selected. The dollar amount of variable annuity payments varies during the
annuity period based on changes in Annuity Unit Values for the Subaccounts that
you choose to use in connection with your payments.

RELATIONSHIP BETWEEN SUBACCOUNT INVESTMENT PERFORMANCE AND AMOUNT OF VARIABLE
ANNUITY PAYMENTS

If a Subaccount on which a variable annuity payment is based has an average
effective net investment return higher than 4% per annum during the period
between two such annuity payments, the Annuity Unit Value will increase, and the
second payment will be higher than the first. Conversely, if the Subaccount's
average effective net investment return over the period between the annuity
payments is less than 4% per annum, the Annuity Unit Value will decrease, and
the second payment will be lower than the first. "Net investment return," for
this purpose, refers to the Subaccount's overall investment performance, net of
the mortality and expense risk and administrative expense charges, which are
assessed at a nominal aggregate annual rate of 1.35%. We guarantee that the
amount of each variable annuity payment after the first payment will not be
affected by variations in our mortality experience or our expenses.

TRANSFERS. During the Annuity Period, the person receiving annuity payments may
make up to four transfers a year among Subaccounts. The current procedures for
and conditions on these transfers are the same as described above under
"Allocation of Purchase Payments and Contract Value--Transfers." Transfers from
a Fixed Annuity Option are not permitted during the Annuity Period.

ANNUITY FORMS

The Contract Owner may select an annuity form or change a previous selection by
Written Request, which must be received by us at least 30 days before the
Annuity Commencement Date. One annuity form may be selected, although as
discussed above, payments under that form may be received on a combination fixed
and variable basis. If no annuity form selection is in effect on the Annuity
Commencement Date, in most cases we automatically apply Option B (described
below), with payments guaranteed for 10 years. If the Contract is issued under
certain retirement plans, however, federal pension law may require any default
payments that payments be made pursuant to plan provisions and/or federal law.
Tax laws and regulations may impose further restrictions to assure that the
primary purpose of the plan is distribution of the accumulated funds to the
employee.

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The following options are available for fixed annuity payments and for variable
annuity payments.

OPTION A, LIFE ANNUITY. Payments are made as of the first Valuation Date of each
monthly period during the Annuitant's life, starting with the Annuity
Commencement Date. No payments will be made after the Annuitant dies. It is
possible for the payee to receive only one payment under this option, if the
Annuitant dies before the second payment is due.

OPTION B, LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 YEARS TO 20
YEARS. Payments are made as of the first Valuation Date of each monthly period
starting on the Annuity Commencement Date. Payments will continue as long as the
Annuitant lives. If the Annuitant dies before all of the guaranteed payments
have been made, we will continue installments of the guaranteed payments to the
Beneficiary.

OPTION C, JOINT AND FULL SURVIVOR ANNUITY. Payments are made as of the first
Valuation Date of each monthly period starting with the Annuity Commencement
Date. Payments will continue as long as either the Annuitant or the joint
Annuitant is alive. Payments will stop when both the Annuitant and the joint
Annuitant have died. It is possible for the payee or payees under this option to
receive only one payment, if both Annuitants die before the second payment is
due.

OPTION D, JOINT AND ONE-HALF CONTINGENT SURVIVOR ANNUITY. Payments are made as
of the first Valuation Date of each monthly period starting with the Annuity
Commencement Date. Payments will continue as long as either the Annuitant or the
joint Annuitant is alive. If the Annuitant dies first, payments will continue to
the joint Annuitant at one-half the original amount. If the joint Annuitant dies
first, payments will continue to the Annuitant at the original full amount.
Payments will stop when both the Annuitant and the joint Annuitant have died. It
is possible for the payee or payees under this option to receive only one
payment if both Annuitants die before the second payment is due.

We also have other annuity forms available and information about them can be
obtained from your sales representative or by calling or writing to our Home
Office.

DEATH OF ANNUITANT OR OTHER PAYEE

Under most annuity forms offered by First Fortis, the amounts, if any, payable
on the death of the Annuitant during the Annuity Period are the continuation of
annuity payments for any remaining guarantee period or for the life of any joint
Annuitant. In all such cases, the person entitled to receive payments also
receives any rights and privileges under the annuity form in effect.

Additional rules applicable to such distributions under Non-Qualified Contracts
are described under "Federal Tax Matters--Required Distributions for
Non-Qualified Contracts." Though the rules there described do not apply to
Contracts issued in connection with qualified plans, similar rules apply to the
plans themselves.

CHARGES AND DEDUCTIONS

PREMIUM TAXES

First Fortis will deduct a charge for state premium taxes or similar assessments
from the Contract Value at the time that annuity payments begin. The charge will
be deducted on a pro-rata basis from the then-current Fixed Account Value and,
by redemption of Accumulation Units, the then-current Variable Account Value in
each Subaccount.

Applicable premium tax rates depend upon the Contract Owner's then-current place
of residence. Applicable rates are subject to change by legislation,
administrative interpretations or judicial acts.

CHARGES AGAINST THE VARIABLE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE. We will assess each Subaccount of the
Variable Account with a daily charge for mortality and expense risk at a nominal
annual rate of 1.25% of the average daily net assets of the Variable Account
(consisting of approximately .8% for mortality risk and approximately .45% for
expense risk). This charge is assessed during both the Accumulation Period and
the Annuity Period. We guarantee not to increase this charge for the duration of
the Contract.

The mortality risk borne by First Fortis arises from its obligation to make
annuity payments (determined in accordance with the annuity tables and other
provisions contained in the Contract) for the full life of all Annuitants
regardless of how long all Annuitants or any individual Annuitant might live. In
addition, First Fortis bears a mortality risk in that it guarantees to pay a
death benefit upon the death of an Annuitant or Contract Owner prior to the
Annuity Commencement Date. No surrender charge is imposed upon the payment of a
death benefit, which places a further mortality risk on First Fortis.

The expense risk assumed is that actual expenses incurred in connection with
issuing and administering the Contract will exceed the limits on administrative
charges set in the Contract.

If the administrative charges and the mortality and expense risk charge are
insufficient to cover the expenses and costs assumed, the loss will be borne by
First Fortis. Conversely, if the amount deducted proves more than sufficient,
the excess will be profit to First Fortis.

ADMINISTRATIVE EXPENSE CHARGE. We will assess each Subaccount of the Variable
Account with a daily charge at an annual rate of .10% of the average daily net
assets of the Subaccount. This charge is imposed during both the Accumulation
Period and the Annuity Period. This charge is to help cover administrative costs
such as those incurred in issuing Contracts, establishing and maintaining the
records relating to Contracts, making regulatory filings and furnishing
confirmation notices, voting materials and other communications, providing
computer, actuarial and accounting services, and processing Contract
transactions. There is no necessary relationship between the amount of
administrative charges imposed on a given Contract and the amount of expenses
actually attributable to that Contract.

TAX CHARGE

We currently impose no charge for taxes payable by us in connection with the
Contract, other than for premium taxes and similar assessments when applicable.
We reserve the right to impose a charge for any other taxes that may become
payable by us in the future in connection with the Contracts or the Separate
Account.

The annual administrative charge and charges against the Variable Account
described above are for the purposes described and First Fortis may receive a
profit as a result of these charges.

SURRENDER CHARGE

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promotional or distribution expenses associated with the marketing of the
Contracts, and costs associated with the printing and distribution of
prospectuses and sales material.

FREE SURRENDERS. The following amounts can be withdrawn from the Contract
without a surrender charge:

- Any purchase payments received by us more than seven years prior to the
surrender date and that have not been previously surrendered;

- Any earnings that have not been previously surrendered;

- In any contract year, up to 10% of the purchase payments received by us
less than seven years prior to the surrender date (whether or not the
purchase payments have been previously surrendered).

Earnings are deemed to be withdrawn first. After all earnings have been
withdrawn, all purchase payments not subject to a surrender charge are deemed to
be withdrawn prior to purchase payments which are still subject to a surrender
charge.

No surrender charge is imposed on annuitization (or payment of a single sum
because less than the minimum required Contract Value is available to provide an
annuity at the Annuity Commencement Date). Nor is the surrender charge deducted
from the payment of any benefit upon the death of an Annuitant or Contract
Owner.

In addition, we have an administrative policy to waive surrender charges for
full surrenders of Contracts that have been in force for at least ten years
provided that the amount then subject to the surrender charge is less than 25%
of the Contract Value. Since the Contracts have only been offered since 1994, no
such waivers have yet been made. We reserve the right to change or terminate
this practice at any time, both for new and for previously issued Contracts.

AMOUNT OF SURRENDER CHARGE. Surrender charges apply only if the amount being
withdrawn exceeds the sum of the amounts listed above under Free Surrenders
(that is, if the amount being withdrawn includes purchase payments made less
than seven years prior to the surrender date). The surrender charges are:

NUMBER OF YEARS SURRENDER CHARGE
SINCE PURCHASE AS A PERCENTAGE OF
PAYMENT WAS CREDITED PURCHASE PAYMENT
- ------------------------------ ------------------
Less than 1 7%
At least 1 but less than 2 6%
At least 2 but less than 3 5%
At least 3 but less than 4 4%
At least 4 but less than 5 3%
At least 5 but less than 6 2%
At least 6 but less than 7 1%
7 or more 0%

We anticipate the surrender charge will not be sufficient to cover our
distribution expenses. To the extent that the surrender charge is insufficient
to cover the actual costs of distribution, such costs will be paid from First
Fortis' General Account assets, which will include profit, if any, derived from
the mortality and expense risk charge.

MISCELLANEOUS

Because the Variable Account invests in shares of the Portfolios of Series Fund,
the net assets of the Variable Account will reflect the investment advisory fees
and certain other expenses incurred by the Portfolios that are described in the
prospectus for Series Fund.

REDUCTION OF CHARGES

No surrender charge will be imposed under any Contract owned by (A) First
Fortis, and the following persons associated with First Fortis, if at the
Contract Issue date they are: (1) officers and directors; (2) employees; or (3)
spouses of any such persons or any of such persons' children.

GENERAL PROVISIONS

THE CONTRACTS

The Contract, copies of any applications, amendments, riders, or endorsements
attached to the Contract and copies of any supplemental applications,
amendments, endorsements, or revised Contract pages which are mailed to you are
the entire Contract. Only an officer of First Fortis can agree to change or
waive any provisions of a Contract. Any change or waiver must be in writing and
signed by an officer of First Fortis. The Contracts are non-participating and do
not share in dividends or earnings of First Fortis.

POSTPONEMENT OF PAYMENT

First Fortis may defer for up to 15 days the payment of any amount attributable
to a purchase payment made by check to allow the check reasonable time to clear.
For a description of other circumstances in which amounts payable out of
Variable Account assets could be deferred, see "Postponement of Payments" in the
Statement of Additional Information. First Fortis may also defer payment of
surrender proceeds payable out of the Fixed Account for a period of up to 6
months.

MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS

If the age or sex of the Annuitant has been misstated, any amount payable will
be that which the purchase payments paid would have purchased at the correct age
and sex. If we have made any overpayments because of incorrect information about
age or sex, or any other miscalculation, First Fortis will deduct the
overpayment from the next payment or payments due. We add underpayments to the
next payment. The amount of any adjustment will be credited or charged with
interest at the effective annual rate of 4% per year.

ASSIGNMENT

Rights and interests under a Qualified Contract may be assigned only in certain
narrow circumstances referred to in the Contract. Contract Owners and other
payees may assign their rights and interests under Non-Qualified Contracts,
including their ownership rights.

We take no responsibility for the validity of any assignment. A change in
ownership rights must be made in writing and a copy must be sent to First
Fortis' Home Office. The change will be effective on the date it was made,
although we are not bound by a change until the date we record it. The rights
under a Contract are subject to any assignment of record at the Home Office of
First Fortis. An assignment or pledge of a Contract may have adverse tax
consequences. See below under "Federal Tax Matters."

BENEFICIARY

Before the Annuity Commencement Date and while the Annuitant is living, the
Contract Owner may name or change a beneficiary or a contingent beneficiary by
sending a Written Request of the change to First Fortis. Under certain
retirement programs, however, spousal consent may be required to name or change
a beneficiary, and the right to name a beneficiary other than the spouse may be
subject to applicable tax laws and regulations. We are not responsible for the
validity of

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any change. A change will take effect as of the date it is signed but will not
affect any payments we make or action we take before receiving the Written
Request. We also need the consent of any irrevocably named person before making
a requested change.

In the event of the death of a Contract Owner or Annuitant prior to the Annuity
Commencement date the Beneficiary will be determined as follows:

- If upon the death of a Contract Owner there is one or more surviving
Contract Owners, the surviving Contract Owner(s) will be the beneficiary
(these override any other beneficiary designations).

- If upon the death of a Contract Owner there are no surviving Contract
Owners, and upon the death of the Annuitant, the Beneficiary will be the
beneficiary designated by the Contract Owner. If there is no surviving
beneficiary who has been designated by the Contract Owner, then the
Contract Owner, or the Contract Owner's estate, will be the Beneficiary.

REPORTS

We will mail to the Contract Owner (or to the person receiving payments during
the annuity period), at the last known address of record, any reports and
communications required by any applicable law or regulation. You should
therefore give us prompt written notice of any address change. This will include
annual audited financial statements of the Series Fund, but not necessarily of
the Variable Account or First Fortis.

RIGHTS RESERVED BY FIRST FORTIS

First Fortis reserves the right to make certain changes if, in its judgment,
they would best serve the interests of Contract Owners and Annuitants or would
be appropriate in carrying out the purposes of the Contracts. Any changes will
be made only to the extent and in the manner permitted by applicable laws. Also,
when required by law, First Fortis will obtain your 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 First Fortis may make
include:

- To operate the Variable Account in any form permitted under the Investment
Company Act of 1940 or in any other form permitted by law.

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

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

- To make any changes required by the Internal Revenue Code or by any other
applicable law in order to continue treatment of the Contract as an
annuity.

- To change the time or time of day at which a Valuation Date is deemed to
have ended.

- To make any other necessary technical changes in the Contract in order to
conform with any action the above provisions permit First Fortis to take,
including to change the way First Fortis assesses charges, but without
increasing as to any then outstanding Contract the aggregate amount of the
types of charges which First Fortis has guaranteed.

DISTRIBUTION

The Contracts will be sold by individuals who, in addition to being licensed by
state insurance authorities to sell the Contracts of First Fortis, are also
registered representatives of Fortis Investors, Inc. ("Fortis Investors"), the
principal underwriter of the Contracts or registered representatives of other
broker-dealer firms or representatives of other firms that are exempt from
broker dealer regulation. Fortis 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.

Fortis Investors will pay a selling allowance to its registered representatives
and selling brokers in varying amounts which under normal circumstances is not
expected to exceed 6.25% of purchase payments plus a servicing fee of .25% of
contract value per year, starting in the first contract year. Fortis Investors
may, under certain flexible compensation arrangements, pay lesser or greater
selling allowances and larger or smaller 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 actuarial
present values which are approximately equivalent to the amounts of the selling
allowances set forth above.

Additionally, registered representatives, broker-dealer firms, and exempt firms
may be eligible for additional compensation based upon meeting certain
production standards. Fortis Investors may charge back commissions paid to
others if the Contract upon which the commission was paid is surrendered or
cancelled within certain specified time periods. In the distribution agreement,
First Fortis has agreed to indemnify Fortis Investors (and its agents,
employees, and controlling persons) for certain damages and expenses, including
those arising under federal securities laws. First Fortis paid a total of
$xxxxxx to Fortis Investors for annuity contract distribution services during
1997, $xxxxx of which in 1997 was not reallowed to other broker dealers or
exempt firms.

First Fortis or Fortis Investors may also provide additional compensation to
broker-dealers in connection with sales of Contracts. Compensation may include
financial assistance to broker-dealers in connection with conferences, sales or
training programs for their employees, seminars for the public, advertising,
sales campaigns regarding Contracts, and other broker-dealer sponsored programs
or events. Compensation may include payment for travel expenses incurred in
connection with trips taken by invited sales representatives and members of
their families to locations within or outside of the United States for meetings
or seminars of a business nature.

See Note 9 to the Notes to First Fortis' Financial Statements as to amounts it
has paid to Fortis, Inc. and Fortis Benefits Insurance Company, affiliates of
First Fortis for various services.

Fortis Investors is an indirect subsidiary of Fortis AMEV and Fortis AG and is
therefore under common control with First Fortis. Fortis Investors' principal
business address is 500 Bielenberg Drive, Woodbury, Minnesota 55125 and its
mailing address is P.O. Box 64284, St. Paul, MN 55164. Fortis Investors is not
obligated to sell any specific amount of interests under the Contracts.
$23,000,000 of interests in the Fixed Account and an indefinite amount of
interests in the Variable Account have been registered with the Securities and
Exchange Commission.

FEDERAL TAX MATTERS

The following description is a general summary of the tax rules, primarily
related to federal income taxes, which in the opinion of First

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Fortis are currently in effect. These rules are based on laws, regulations and
interpretations which are subject to change at any time. This summary is not
comprehensive and is not intended as tax advice. Federal estate and gift tax
considerations, as well as state and local taxes, may also be material. You
should consult a qualified tax adviser as to the tax implications of taking any
action under a Contract or related retirement plan.

NON-QUALIFIED CONTRACTS

Section 72 of the Internal Revenue Code ("Code") governs the taxation of
annuities in general. Purchase payments made under Non-Qualified Contracts are
not excludible or deductible from the gross income of the Contract Owner or any
other person. However, any increase in the accumulated value of a Non-Qualified
Contract resulting from the investment performance of the Variable Account or
interest credited to the Fixed Account is generally not taxable to the Contract
Owner or other payee until received by him or her, as surrender proceeds, death
benefit proceeds, or otherwise. The exception to this rule is that, generally,
Contract Owners who are not natural persons ARE taxed annually on any increase
in the Contract Value. However, this exception does not apply in all cases, and
you may wish to discuss this with your tax adviser.

The following discussion applies generally to Contracts owned by natural
persons.

In general, surrenders or partial withdrawals under Contracts are taxed as
ordinary income to the extent of the accumulated income or gain under the
Contract. If a Contract Owner assigns or pledges any part of the value of a
Contract, the value so pledged or assigned is taxed to the Contract Owner as
ordinary income to the same extent as a partial withdrawal.

With respect to annuity payment options, although the tax consequences may vary
depending on the option elected under the Contract, until the investment in the
Contract is recovered, generally only the portion of the annuity payment that
represents the amount by which the Contract Value exceeds the "investment in the
Contract" will be taxed. In general, a person's "investment in the Contract" is
the aggregate amount of purchase payments made by him or her. After an
Annuitant's or other payee's "investment in the Contract" is recovered, the full
amount of any additional annuity payments is taxable. For variable annuity
payments, in general, the taxable portion of each annuity payment (prior to
recovery of the "investment in the Contract") is determined by a formula which
establishes the specific dollar amount of each annuity payment that is not
taxed. This dollar amount is determined by dividing the "investment in the
Contract" by the total number of expected annuity payments. For fixed annuity
payments, in general, prior to recovery of the "investment in the Contract,"
there is no tax on the amount of each payment which bears the same ratio to that
payment as the "investment in the Contract" bears to the total expected value of
the annuity payments for the term of the payments. However, the remainder of
each annuity payment is taxable. The taxable portion of a distribution (in the
form of an annuity or a single sum payment) is taxed as ordinary income.

For purposes of determining the amount of taxable income resulting from
distributions, all Contracts and other annuity contracts issued by us or our
affiliates to the Contract Owner within the same calendar year will be treated
as if they were a single Contract.

There is a 10% penalty under the Code on the taxable portion of a "premature
distribution." Generally, an amount is a "premature distribution" unless the
distribution is (1) made on or after the Contract Owner or other payee reaches
age 59 1/2, (2) made to a Beneficiary on or after death of the Contract Owner,
(3) made upon the disability of the Contract Owner or other payee, or (4) part
of a series of substantially equal annuity payments for the life or life
expectancy of the Contract Owner or the Contract Owner and Beneficiary.
Premature distributions may result, for example, from an early Annuity
Commencement Date, an early surrender, partial surrender or assignment of a
Contract or the early death of an Annuitant who is not also the Contract Owner
or other person receiving annuity payments under the Contract.

A transfer of ownership of a Contract, or designation of an Annuitant or other
payee who is not also the Contract Owner, may result in certain income or gift
tax consequences to the Contract Owner that are beyond the scope of this
discussion. A Contract Owner contemplating any transfer or assignment of a
Contract should contact a competent tax adviser with respect to the potential
tax effects of such transaction.

REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS

In order that a Non-Qualified Contract be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code requires (a) if any
person receiving annuity payments dies on or after the Annuity Commencement Date
but prior to the time the entire interest in the Contract has been distributed,
the remaining portion of such interest will be distributed at least as rapidly
as under the method of distribution being used as of the date of the person's
death; and (b) if any Contract Owner dies prior to the Annuity Commencement
Date, the entire interest in the Contract will be distributed (1) within five
years after the date of that person's death or (2) as annuity payments which
will begin within one year of that Contract Owner's death and which will be made
over the life of the Contract Owner's designated Beneficiary or over a period
not extending beyond the life expectancy of that Beneficiary. However, if the
Contract Owner's designated Beneficiary is the surviving spouse of the Contract
Owner, the Contract may be continued with the surviving spouse deemed to be the
new Contract Owner. Where the Contract Owner or other person receiving payments
is not a natural person, the required distributions provided by Section 72(s)
apply upon the death of the primary Annuitant.

No regulations interpreting the requirements of Section 72(s) have yet been
issued (although proposed regulations have been issued interpreting similar
requirements for qualified plans). First Fortis intends to review and modify the
Contract if necessary to ensure that it complies with the requirements of
Section 72(s) when clarified by regulation or otherwise.

Generally, unless the Beneficiary elects otherwise, the above requirements will
be satisfied where the death occurs prior to the Annuity Commencement Date by
paying the death benefit in a single sum, subject to proof of the Contract
Owner's death. The Beneficiary, however, may elect by Written Request to receive
an annuity option instead of a lump sum payment. However, if the election is not
made within 60 days of the date the single sum death benefit otherwise becomes
payable, particularly where the annuitant dies and the annuitant is not the
Contract Owner, the IRS may disregard the election for tax purposes and tax the
Beneficiary as if a single sum payment had been made.

QUALIFIED CONTRACTS

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payment made by or on behalf of an individual under a Contract that is not
excluded from the individual's gross income for tax purposes during the
Accumulation Period constitutes the individual's "investment in the Contract."
Aggregate deferrals under all plans at the employee's option may be subject to
limitations.

When annuity payments begin, the individual will receive back his or her
"investment in the Contract" if any, as a tax-free return of capital. The dollar
amount of annuity payments received in any year in excess of such return is
taxable as ordinary income. When payments are received as an annuity, the
tax-free return of capital is treated as if received ratably over the entire
period of the annuity until fully recovered (as described above with respect to
Non-Qualified Contracts).

The Contracts are available in connection with the following types of retirement
plans: Section 403(b) annuity plans for employees of certain tax-exempt
organizations and public educational institutions; Section 401 or 403(a)
qualified pension, profit-sharing or annuity plans; individual retirement
annuities ("IRAs") under Section 408(b); simplified employee pension plans
("SEPs") under Section 408(k); SIMPLE IRA Plans under Section 408(p); Section
457 unfunded deferred compensation plans of public employers and tax-exempt
organizations' and private employer unfunded deferred compensation plans. The
tax implications of these plans are further discussed in the Statement of
Additional Information under the heading "Taxation Under Certain Retirement
Plans."

WITHHOLDING

Annuity payments and other amounts received under Contracts are subject to
income tax withholding unless the recipient elects not to have taxes withheld.
The amounts withheld will vary among recipients depending on the tax status of
the individual and the type of payments from which taxes are withheld.

Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States and with
respect to certain distributions from certain types of qualified retirement
plans, unless the proceeds are transferred directly from the qualified plan to
another qualified retirement plan. Moreover, special "backup withholding" rules
may require First Fortis to disregard the recipient's election if the recipient
fails to supply First Fortis with a "TIN" or taxpayer identification number
(social security number for individuals), or if the Internal Revenue Service
notifies First Fortis that the TIN provided by the recipient is incorrect.

PORTFOLIO DIVERSIFICATION

The United States Treasury Department has adopted regulations under Section
817(h) of the Code which set standards of diversification for the investments
underlying the Contracts, in order for the Contracts to be treated as annuities.
First Fortis believes that these diversification standards will be satisfied.
Failure to do so would result in immediate taxation to Contract Owners or
persons receiving annuity payments of all returns credited to Contracts, except
in the case of certain Qualified Contracts. Also, current regulations do not
provide guidance as to any circumstances in which control over allocation of
values among different investment alternatives may cause Contract Owners or
persons receiving annuity payments to be treated as the owners of Variable
Account assets for tax purposes. First Fortis reserves the right to amend the
Contracts in any way necessary to avoid any such result. The Treasury Department
may establish standards in this regard through regulations or rulings. Such
standards may apply only prospectively, although retroactive application is
possible if such standards were considered not to embody a new position.

CERTAIN EXCHANGES

Section 1035 of the Code provides generally that no gain or loss will be
recognized under the exchange of a life insurance or annuity contract for an
annuity contract. Thus, a properly completed exchange from one of these types of
products into a Contract pursuant to the special annuity contract exchange form
we provide for this purpose is not generally a taxable event under the Code, and
your investment in the Contract will be the same as your investment in the
product you exchanged out of.

Because of the complexity of these and other tax aspects in connection with an
exchange, you should consult a tax adviser before making any exchange.

TAX LAW RESTRICTIONS AFFECTING SECTION 403(B) PLANS

Section 403(b)(12) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:

(1) elective contributions made for years beginning after December 31, 1988;

(2) earnings on those contributions; and

(3) earnings on amounts held as of December 31, 1988.

Distribution of these amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions made after
December 31, 1988 may not be distributed in the case of hardship.

FURTHER INFORMATION ABOUT FIRST FORTIS

First Fortis Life Insurance Company is an affiliate of the worldwide Fortis
group of companies owned by Fortis AMEV of the Netherlands and Fortis AG of
Belgium. The Company was originally organized under New York Insurance Law on
August 12, 1971, and was acquired by the current owners on March 24, 1989, to
enable the Fortis group of companies the ability to distribute their products to
the New York State marketplace.

On October 1, 1991, First Fortis Life Insurance Company and its affiliate Fortis
Benefits Insurance Company (the "Companies"), entered into an Asset Transfer and
Acquisition Agreement (the "Agreement") with Mutual Benefit Life Insurance
Company in Rehabilitation (MBL). Pursuant to the Agreement, the Companies
acquired certain assets and assumed certain liabilities of MBL relating to the
group life, accident and health, disability and dental insurance business of
MBL. That portion of the business conducted in New York was assumed by First
Fortis, while the remaining and more substantial portion of the business was
assumed by Fortis Benefits Insurance Company. N.V. AMEV contributed $25 million
in cash to the paid-in-capital of First Fortis on October 1, 1991 in connection
with the acquisition.

GENERAL

First Fortis is engaged in the offer and sale of insurance products, including
fixed and variable annuity contracts, and group life, accident and health
insurance policies. First Fortis markets its products to small business and
individuals through a network of independent agents, brokers, and financial
institutions.

17
<PAGE>
SELECTED FINANCIAL DATA

The following is a summary of certain financial data of First Fortis. This
summary has been derived in part from, and should be read in conjunction with,
the financial statements of First Fortis included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1997 1996 1995 1994 1993
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Premiums........................................................ $ 67,517 $ 81,202 $ 92,056 $ 75,393
Net investment income........................................... 7,891 7,466 6,261 6,074
Realized investment gains (losses).............................. (4) 2,683 (1,057) 3,062
Other income.................................................... 336 297 287 533
--------- --------- --------- --------- ---------
TOTAL REVENUES................................................ 75,740 91,648 97,547 85,062
--------- --------- --------- --------- ---------
Benefits and expenses........................................... 75,596 96,371 104,582 85,170
Income tax expense (benefit).................................... (39) (1,563) (999) (686)
--------- --------- --------- --------- ---------
Net income (loss)............................................... $ 183 $ (3,160) $ (6,036) $ 578
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
BALANCE SHEET DATA
Total assets.................................................... $ 143,139 $ 139,913 $ 123,954 $ 132,077
Total liabilities............................................... $ 107,447 $ 101,523 $ 97,913 $ 92,863
Total shareholder's equity...................................... $ 35,692 $ 38,390 $ 26,041 $ 39,214
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

1997 COMPARED TO 1996 (TO BE FILED)

1996 COMPARED TO 1995

REGULATION

The Company is subject to the laws and regulations established by the New York
State Insurance Department governing insurance business conducted in New York
State. Periodic audits are conducted by the New York Insurance Department
related to the Company's compliance with these laws and regulations. To date
there have been no adverse findings regarding the Company's operations.

As a small group (1-50 lives) medical insurer in the State of New York, First
Fortis was impacted by the passage in 1992 of Regulation 145, "Open Enrollment
and Community Rating of Individual and Small Group Health Insurance" and
Regulation 146, "Establishment and Operation on Market Stabilization Mechanisms
for Individuals and Small Group Health Insurance". The purpose of Regulation 145
is to promote competition among insurers and facilitate access to health
insurance by all New York residents. Beginning April 1, 1993, Regulation 145
required insurers to apply a rating methodology (community rate) in which the
premium for all persons covered by a policy or contract form is the same based
on the experience of the entire pool of risks covered by that policy or contract
form without regard to age, sex, health status or occupation. Regulation 146
established a market stabilization process to share among insurers substantive
cost variations attributable to significant differences in demographic
characteristics of the persons covered. During 1996, 1995, and 1994, demographic
characteristics of the Company's medical business resulted in payments to the
pools which have been reflected in accident and health benefits.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth is information concerning First Fortis' directors and executive
officers, together with their business experience and principal occupations for
the past five years:

<TABLE>
<S> <C>
Zafar Rashid, 48 President and Chief Executive Officer; Senior
Vice President and Chief Financial Officer of
Fortis Inc.
Larry M. Cains, 51 Treasurer; Senior Vice President of Fortis,
Director since 1995 Inc.
Allen R. Freedman, 58 Chairman of Board; Chairman and Chief
Director Since 1989 Executive Officer of Fortis, Inc.
Thomas M. Keller, 50 President of Time Insurance Company;
Director Since 1994 President--Fortis Healthcare of Fortis
Benefits Insurance Company; before that Senior
Vice President of Fortis, Inc.
Dean C. Kopperud, 45 Chief Executive Officer of Fortis Advisers,
Director Since 1994 Inc. and President of Fortis Investors, Inc.;
President--Fortis Financial Group of Fortis
Benefits Insurance Company
Terry J. Kryshak, 47 Senior Vice President and Chief Administrative
Director Since 1991 Officer
Susie Gharib, 47 Anchorwoman, Cable NBC; before that,
Director Since 1991 Anchorwoman, Financial News Network
</TABLE>

18
<PAGE>

<TABLE>
<S> <C>
Guy Gerard Rutherfurd, Jr., 58 Senior Vice President, Dean Witter
Director Since 1989 Intercapital; before that Executive Vice
President and Chief Investment Officer of
Nomura Asset Management, Inc.
Dale Edward Gardner, 67 President, Gardner & Bull
Director Since 1989
Kenneth W. Nelson, 76 President, Tech Products, Inc.
Director Since 1989
Clarence Elkus Galston, 88 Attorney at Law
Director Since 1989
Robert B. Pollock, 43 President and Chief Executive Officer of
Director Since 1995 Fortis Benefits Insurance Company
Barbara R. Hege, 54 Assistant Treasurer and Chief Financial
Officer
Jerome A. Atkinson, 48 Secretary; Vice President, Secretary and
General Counsel of Fortis, Inc.; before that
Senior Vice President, Secretary and General
Counsel of American Security Insurance Company
</TABLE>

First Fortis' officers serve at the pleasure of the Board of Directors, and
members of the Board who are also officers or employees of First Fortis serve
without compensation. All Directors serve until their successors are duly
elected and qualified. The compensation of members of the Board who are not also
officers or employees of First Fortis or its affiliates is as follows. The
Director receives $1,000 for attendance at the annual Board meeting. If the
Director is also a member of the Audit Committee and/or the Investment
Committee, the Director also receives $1,000 for attending any meeting of such
committee unless the committee meeting date is the same as the annual meeting,
in which case the committee meeting compensation is $500.

Mr. Freedman is also a director of Systems and Computer Technology Corporation
and Genesis Health Ventures and the following registered investment companies:
Fortis Equity Portfolios, Inc.; Fortis Growth Fund, Inc.; Fortis Fiduciary Fund,
Inc.; Fortis Income Portfolios, Inc.; Fortis Securities, Inc.; Fortis Tax-Free
Portfolios, Inc.; Fortis Money Portfolios, Inc.; Fortis Advantage Portfolios,
Inc.; Fortis Worldwide Portfolios, Inc.; Fortis Series Fund, Inc.; Special
Portfolios, Inc.

EXECUTIVE COMPENSATION

Set forth below is certain information concerning the compensation of the named
executive officers of First Fortis. Mr. Freedman is compensated by other
affiliates of First Fortis.

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

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------
OTHER ANNUAL ALL OTHER
SALARY BONUS COMPENSATION COMPENSATION (1)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($)
- ------------------------------------------------------- ---- -------- -------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Allen R. Freedman 1997 $ $ $ $
President 1996 0 0 0 0
1995 0 0 0 0
Terry J. Kryshak 1997 111,000 34,000 0 6,660
Senior Vice President and Chief Administrative Officer 1996 107,350 25,764 0 8,288
1995
Robert O. Blaber 1997 78,234 256,647 0 0
Senior Vice President 1996 75,000 263,654 14,852
1995
</TABLE>

- ------------------------
1 This column includes contributions made by First Fortis for the year for the
benefit for the named individual to defined contribution retirement plans.

As additional compensation to its employees and executive officers, First Fortis
has an Employees' Uniform Retirement Plan and an Executive Retirement Plan which
generally provide an annual annuity benefit upon retirement at age 65 (or a
reduced benefit upon early retirement) equal to: .9% of the employee's Average
Annual compensation up to the employee's social security covered compensation,
plus 1.3% of Average Annual compensation above the employee's social security
covered compensation up to $235,840, as adjusted by an index, multiplied by the
employee's years of credited services.

The following table illustrates the combined estimated life annuity benefit
payable from the Employees Uniform Retirement Plan and the Executive Retirement
Plan to employees with the specified Final Average Salary and Years of Service
upon retirement.

19
<PAGE>
PENSION TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------
FINAL AVERAGE EARNINGS 10 15 20 25 30 35
- ----------------------------------- ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
125,000 15,147 22,720 30,294 37,867 45,441 53,014
150,000 18,397 27,595 36,794 45,992 55,191 64,389
175,000 21,647 32,470 43,294 54,117 64,941 75,764
200,000 24,897 37,345 49,794 62,242 74,691 87,139
225,000 28,147 42,220 56,294 70,367 84,441 98,514
250,000 30,214 45,321 60,428 75,536 90,643 105,750
275,000+ 30,352 45,528 60,704 75,880 91,056 106,232
</TABLE>

The table above excludes social security benefits. In general, for the purposes
of these plans compensation includes salary and bonuses. The credited years of
service with First Fortis for those individuals named in the Summary
Compensation Table above are as follows: 1, 7, and 11.

OWNERSHIP OF SECURITIES

All of First Fortis' outstanding shares are owned by Fortis, Inc., One Chase
Manhattan Plaza, New York, N.Y. 10005. Fortis, Inc., in turn is wholly owned by
Fortis International, Inc., which is wholly owned by AMEV/VSB 1990 N.V., both of
which share the same address with N.V. AMEV., Archimedeslaan 10, 3584 BA,
Utrecht, The Netherlands. AMEV/ VSB 1990 N.W. is 50% owned by Fortis AMEV and
50% owned, through certain subsidiaries, by Fortis AG, Boulevard Emile Jacqmain
53, 1000 Brussels, Belgium.

VOTING PRIVILEGES

In accordance with its view of current applicable law, First Fortis will vote
shares of each of the Portfolios which are attributable to a Contract at regular
and special meetings of the shareholders of Series Fund in proportion to
instructions received from the persons having the voting interest in the
Contract as of the record date for the corresponding Series Fund shareholders
meeting. Contract Owners have the voting interest during the Accumulation
Period, persons receiving annuity payments during the Annuity Period, and
Beneficiaries after the death of the Annuitant or Contract Owner. However, if
the Investment Company Act of 1940 or any rules thereunder should be amended or
if the present interpretation thereof should change, and as a result First
Fortis determines that it is permitted to vote shares of the Portfolios in its
own right, it may elect to do so.

During the Accumulation Period, the number of shares of a Portfolio attributable
to a Contract is determined by dividing the amount of Contract Value in the
corresponding Subaccount pursuant to the Contract as of the record date for the
shareholders meeting by the net asset value of one Portfolio share as of that
date. During the Annuity Period, or after the death of the Annuitant or Contract
Owner, the number of Portfolio shares deemed attributable to the Contract will
be computed in a comparable manner, based on the liability for future variable
annuity payments allocable to that Subaccount under the Contract as of the
record date. Such liability for future payments will be calculated on the basis
of the mortality assumptions and the assumed interest rate used in determining
the number of Annuity Units credited to the Contract and the applicable Annuity
Unit value on the record date. During the Annuity Period, the number of votes
attributable to a Contract will generally decrease since funds set aside to make
the annuity payments will decrease.

First Fortis will vote shares for which it has received no timely instructions,
and any shares attributable to excess amounts First Fortis has accumulated in
the related Subaccount, in proportion to the voting instructions which it
receives with respect to all Contracts and other variable annuity contracts
participating in a Portfolio. To the extent that First Fortis or any affiliated
company holds any shares of a Portfolio, they will be voted in the same
proportion as instructions for that Portfolio that are received from persons
holding the voting interest with respect to all First Fortis separate accounts
participating in that Portfolio. Shares held by separate accounts other than the
Variable Account will in general be voted in accordance with instructions of
participants in such other separate accounts. This diminishes the relative
voting influence of the Contracts.

Each person having a voting interest in a Subaccount of the Separate Account
will receive proxy material, reports and other materials relating to the
appropriate Portfolio. Pursuant to the procedures described above, these persons
may give instructions regarding the election of the Board of Directors of Series
Fund, ratification of the selection of its independent auditors, the approval of
the investment managers of a Portfolio, changes in fundamental investment
policies of a Portfolio and all other matters that are put to a vote by Series
Fund shareholders.

LEGAL MATTERS

The legality of the Contracts described in this Prospectus has been passed upon
by Douglas R. Lowe, Esquire, Assistant General Counsel with the law department
of Fortis Benefits Insurance Company, an affiliate of First Fortis. Messrs.
Freedman, Levy, Kroll & Simonds, Washington, D.C., have advised First Fortis on
certain federal securities law matters.

OTHER INFORMATION

Registration Statements have been filed with the Securities and Exchange
Commission under the Securities Act of 1933 as amended, with respect to the
Contracts discussed in this Prospectus. Not all of the information set forth in
the Registration Statement, amendments and exhibits thereto has been included in
this Prospectus. Statements contained in this Prospectus concerning the content
of the Contracts and other legal instruments are intended to be summaries. For a
complete statement of the terms of these documents, reference should be made to
the instruments filed with the Securities and Exchange Commission.

A Statement of Additional Information is available upon request. Its contents
are as follows:

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
<S> <C>
First Fortis and the Variable Account..................................... 2
Calculation of Annuity Payments........................................... 2
Postponement of Payments.................................................. 3
Services.................................................................. 3
- Safekeeping of Variable Account Assets................................ 3
- Experts............................................................... 3
- Principal Underwriter................................................. 3
Limitations on Allocations................................................ 4
Change of Investment Adviser or Investment Policy......................... 4
Taxation Under Certain Retirement Plans................................... 4
Withholding............................................................... 8
Terms of Exemptive Relief in Connection With Mortality and Expense Risk
Charge................................................................... 8
Variable Account Financial Statements..................................... 9
APPENDIX A--Performance Information....................................... A-1
</TABLE>

20
<PAGE>
FIRST FORTIS FINANCIAL STATEMENTS

The financial statements of First Fortis that are included in this Prospectus
should be considered primarily as bearing on the ability of First Fortis to meet
its obligations under the Contracts. The Contracts are not entitled to
participate in earnings, dividends or surplus of First Fortis.

21
<PAGE>
APPENDIX A--SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS

The formula which will be used to determine the Market Value Adjustment is:

Sample Calculation 1: Positive Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing
Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for
new 5-year guarantee (J) 7%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $10,354.57

Sample Calculation 2: Negative Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing
Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for
new 5-year guarantee (J) 9%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment:
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,440.86

Sample Calculation 3: Negative Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing
Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for
new 5-year guarantee (J) 7.75%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment:
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $10,000
- ------------------------
* Assumed for illustrative purposes only.

A-1
<PAGE>

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<PAGE>
APPENDIX B--SAMPLE DEATH BENEFIT CALCULATIONS

DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 1 EXAMPLE 2
----------- -----------
<S> <C> <C> <C>
a. Net Purchase Payments Made Prior to Date of
Death............................................. $ 20,000 $ 20,000

b. Contract Value on Date of Death................... $ 17,000 $ 25,000

Death Benefit is larger of a, and b..................... $ 20,000 $ 25,000
</TABLE>

DATE OF DEATH IS THE 8TH CONTRACT ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 3 EXAMPLE 4 EXAMPLE 5
----------- ----------- -----------
<S> <C> <C> <C> <C>
a. Net Purchase Payments Made Prior to Date of
Death............................................. $ 20,000 $ 20,000 $ 20,000

b. Contract Value on 7th Contract Anniversary........ $ 15,000 $ 30,000 $ 30,000

c. Contract Value on Date of Death................... $ 17,000 $ 25,000 $ 35,000

Death Benefit is larger of a, b, and c.................. $ 20,000 $ 30,000 $ 35,000
</TABLE>

DATE OF DEATH IS THE 15TH CONTRACT ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 6 EXAMPLE 7 EXAMPLE 8
----------- ----------- -----------
<S> <C> <C> <C> <C>
a. Net Purchase Payments Made Prior to Date of
Death............................................. $ 20,000 $ 20,000 $ 20,000

b. Contract Value on 14th Contract Anniversary....... $ 15,000 $ 40,000 $ 40,000

c. Contract Value on Date of Death................... $ 17,000 $ 30,000 $ 50,000

Death Benefit is larger of a, b, and c.................. $ 20,000 $ 40,000 $ 50,000
</TABLE>

B-1
<PAGE>

[This page has been intentionally left blank]

<PAGE>
APPENDIX C--EXPLANATION OF EXPENSE CALCULATIONS

The expense for a given year is calculated by multiplying the projected
beginning of the year policy value by the total expense rate. The total expense
rate is the sum of the variable account expense rate plus the total Series Fund
expense rate plus The annual administrative charge rate.

The policy values are projected by assuming a single payment of $1,000 grows at
an annual rate equal to 5% reduced by the total expense rate described above.

For example, the 3 year expense for the Growth Stock Series is calculated as
follows:

<TABLE>
<S> <C> <C>
Total Variable Account Annual Expenses 1.35%
+ Total Series Fund Operating Expenses
= Total Expense Rate
</TABLE>

<TABLE>
<S> <C> <C>
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense =
$1000.00 x = $

Year 2 Beginning Policy Value =
Year 2 Expense = $ x = $

Year 3 Beginning Policy Value =
Year 3 Expense = $ x = $
</TABLE>

So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to $ + $ + $ = $ .

If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:

<TABLE>
<S> <C> <C> <C>
Surrender Charge Percentage x (Initial Premium - 10% Free Withdrawal) = Surrender Charge
0.05 x ( $1000.00 - $100.00 ) = $45.00
</TABLE>

So the total expense if surrendered is $ + $45.00 = $ .

C-1
<PAGE>

[This page has been intentionally left blank]

<PAGE>

FIRST FORTIS MASTERS+ VARIABLE ANNUITY

Flexible Premium Deferred

Combination Variable and Fixed Annuity Contracts

PROSPECTUS DATED
May 1, 1998

[FORTIS LOGO]

FIRST FORTIS LIFE INSURANCE COMPANY
MAILING ADDRESS: STREET ADDRESS: PHONE: 1-800-745-8248
P.O. BOX 3249 220 SALINA MEADOWS PARKWAY
SYRACUSE SUITE 255
NEW YORK 13220 SYRACUSE
NEW YORK 13212

<TABLE>
<S> <C>
Money Market Series S&P 500 Index Series
U.S. Government Securities Series Blue Chip Stock Series
Diversified Income Series International Stock Series
Global Bond Series Mid Cap Stock Series
High Yield Series Small Cap Value Series
Global Asset Allocation Series Global Growth Series
Asset Allocation Series Large Cap Growth Series
Value Series Growth Stock Series
Growth & Income Series Aggressive Growth Series
</TABLE>

The accompanying Prospectuses for the Portfolios describe the investment
objectives, policies and risks of each of the Portfolios. Under the guaranteed
interest accumulation option, you can choose among ten different guarantee
periods, each of which has its own interest rate.

You have the right to examine a Contract for ten days from the time you receive
the Contract and return it for a refund of the full Contract Value.

This Prospectus gives prospective investors information about the Contracts that
they should know before investing. This Prospectus must be accompanied by a
current Prospectus of the Portfolios. All of the Prospectuses should be read
carefully and kept for future reference.

97104 (Ed. 5/98)

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Special Terms Used in this Prospectus................................... 3
Information Concerning Fees and Charges................................. 4
Summary of Contract Features............................................ 6
First Fortis Life Insurance Company..................................... 7
The Variable Account.................................................... 7
The Portfolios.......................................................... 8
The Fixed Account....................................................... 8
- Guaranteed Interest Rates/Guarantee Periods....................... 8
- Market Value Adjustment........................................... 8
- Investments by First Fortis....................................... 9
Accumulation Period..................................................... 9
- Issuance of a Contract and Purchase Payments...................... 9
- Contract Value.................................................... 10
- Allocation of Purchase Payments and Contract Value................ 10
- Total and Partial Surrenders...................................... 11
- Benefit Payable on Death of Contract Owner (or Annuitant)......... 11
The Annuity Period...................................................... 12
- Annuity Commencement Date......................................... 12
- Commencement of Annuity Payments.................................. 13
- Relationship Between Subaccount Investment Performance and Amount
of Variable Annuity Payments...................................... 13
- Annuity Forms..................................................... 13
- Death of Annuitant or Other Payee................................. 14
Charges and Deductions.................................................. 14
- Premium Taxes..................................................... 14
- Charges Against the Variable Account.............................. 14
- Tax Charge........................................................ 14
- Surrender Charge.................................................. 14
- Miscellaneous..................................................... 15
- Reduction of Charges.............................................. 15
General Provisions...................................................... 15
- The Contracts..................................................... 15
- Postponement of Payment........................................... 15
- Misstatement of Age or Sex and Other Errors....................... 15
- Assignment........................................................ 15
- Beneficiary....................................................... 15
- Reports........................................................... 15
Rights Reserved By First Fortis......................................... 15
Distribution............................................................ 16
Federal Tax Matters..................................................... 16
Further Information about First Fortis.................................. 18
- General........................................................... 18
- Selected Financial Data........................................... 19
Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 19
Directors and Executive Officers........................................ 19
- Executive Compensation............................................ 20
- Ownership of Securities........................................... 21
Voting Privileges....................................................... 21
Legal Matters........................................................... 21
Other Information....................................................... 21
Contents of Statement of Additional Information......................... 21
First Fortis Financial Statements....................................... 21
Appendix A--Sample Market Value Adjustment Calculations................. A-1
Appendix B--Sample Death Benefit Calculations........................... B-1
Appendix C--Explanation of Expense Calculations......................... C-1
</TABLE>

<TABLE>
<S> <C>
ACCUMULATION PERIOD The time period under a Contract between the
Contract Issue Date and the Annuity Commencement
Date.
ACCUMULATION UNIT A unit of measure used to calculate a Contract
Owner's interest in the Variable Account during
the Accumulation Period.
ANNUITANT A person during whose life annuity payments are
to be made by First Fortis under the Contract.
The Annuitant is the person named in the
application for the Certificate. If such person
dies before the Annuity Commencement Date and
there is an additional annuitant named in the
application, the additional annuitant shall
become the Annuitant. If there is no named
additional annuitant, or the additional
annuitant has predeceased the annuitant who is
named in the application, the Participant, if he
or she is a natural person, shall become the
Annuitant.
ANNUITY COMMENCEMENT DATE The date on which the Annuity Period commences.
ANNUITY PERIOD The time period following the Accumulation
Period, during which annuity payments are made
by First Fortis.
ANNUITY UNIT A unit of measurement used to calculate variable
annuity payments.
BENEFICIARY The person entitled to receive benefits under
the terms of the Contract.
CASH SURRENDER VALUE The amount payable to the Contract Owner on
surrender of the Contract after all applicable
adjustments and deduction of all applicable
charges.
CONTRACT ISSUE DATE The date on which the Contract becomes effective
as shown on the Contract Data Page.
CONTRACT OWNER The person or company named in the application
for a Contract, who is entitled to exercise all
rights and privileges of ownership under the
Contract during the Accumulation Period.
CONTRACT VALUE The sum of the Fixed Account Value and the
Variable Account Value.
FIXED ACCOUNT The name of the alternative under which purchase
payments are allocated to First Fortis' General
Account.
FIXED ACCOUNT VALUE The amount of your Contract Value which is in
the Fixed Account.
FIXED ANNUITY OPTION An annuity option under which First Fortis
promises to pay the Annuitant or any other payee
that you designate one or more fixed payments.
GENERAL ACCOUNT All assets of First Fortis other than those in
the Variable Account, and other than those in
any other legally segregated separate account
established by First Fortis.
GUARANTEED INTEREST RATE The rate of interest we credit during any
Guarantee Period, on an effective annual basis.
GUARANTEE PERIOD The period for which a Guaranteed Interest Rate
is credited.
HOME OFFICE Our office at 220 Salina Meadows Parkway,
Syracuse, New York 13220; 1-800-745-8248;
Mailing address: P.O. Box 3249, Syracuse NY
13220.
MARKET VALUE ADJUSTMENT Positive or negative adjustment in Fixed Account
Value that we make if such value is paid out
more than fifteen days before or after the end
of a Guarantee Period in which it was being
held.
NET PURCHASE PAYMENT The gross amount of a purchase payment less any
applicable premium taxes or similar governmental
assessments.
NON-QUALIFIED CONTRACTS Contracts that do not qualify for the special
federal income tax treatment applicable in
connection with certain retirement plans.
PORTFOLIO Each separate investment portfolio available for
investment by the Variable Account.
QUALIFIED CONTRACTS Contracts that are qualified for the special
federal income tax treatment applicable in
connection with certain retirement plans.
SUBACCOUNTS The several Subaccounts of the Variable Account,
each of which invests its assets in a different
Portfolio.
VALUATION DATE All business days except, with respect to any
Subaccount, days on which the related Portfolio
does not value its shares. Generally, the
Portfolios value their shares on each day the
New York Stock Exchange is open.
VALUATION PERIOD The period that starts at the close of regular
trading on the New York Stock Exchange on a
Valuation Date and ends at the close of regular
trading on the exchange on the next succeeding
Valuation Date.
VARIABLE ACCOUNT The segregated asset account referred to as
Separate Account A of First Fortis Life
Insurance Company established to receive and
invest purchase payments under Contracts.
VARIABLE ACCOUNT VALUE The amount of your Contract Value in the
Subaccounts of the Variable Account.
VARIABLE ANNUITY OPTION An annuity option under which First Fortis
promises to pay the Annuitant or any other payee
chosen by you one or more payments which vary in
amount in accordance with the net investment
experience of the Subaccounts selected by the
Annuitant.
WRITTEN REQUEST A written, signed and dated request, in form and
substance satisfactory to First Fortis and
received at our Home Office.
</TABLE>

3
<PAGE>
INFORMATION CONCERNING FEES AND CHARGES

CONTRACT OWNER TRANSACTION CHARGES

<TABLE>
<S> <C>
Front-End Sales Charge Imposed on Purchases................. 0%
Maximum Surrender Charge for Sales Expenses................. 7%(1)
</TABLE>

<TABLE>
<CAPTION>
SURRENDER CHARGE AS A
NUMBER OF YEARS SINCE PERCENTAGE OF PURCHASE
PURCHASE PAYMENT WAS CREDITED PAYMENT
- ------------------------------ -----------------------
<S> <C>
Less than 2 7%
At least 2 but less than 4 6%
At least 4 but less than 5 5%
At least 5 but less than 6 3%
At least 6 but less than 7 1%
7 or more 0%
</TABLE>

<TABLE>
<S> <C>
Other Surrender Fees................................. 0%
Exchange Fee......................................... 0%

ANNUAL CONTRACT ADMINISTRATION CHARGE....................... $ 0

VARIABLE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
</TABLE>

MARKET VALUE ADJUSTMENT WITH RESPECT TO FIXED ACCOUNT

Surrenders and other withdrawals from the Fixed Account more than fifteen days
from the end of a Guarantee Period other than the one year Guarantee Period are
subject to a Market Value Adjustment. The Market Value Adjustment may increase
or reduce the Fixed Account Value. It is computed pursuant to a formula that is
described in more detail under "Market Value Adjustment."

PORTFOLIO ANNUAL EXPENSES (A)

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

(a) As a percentage of Portfolio average net assets based on 1997 historical
data except that for Small Cap Value Series, Mid Cap Stock Series and Large
Cap Growth Series these amounts are based upon estimates for their current
fiscal year.

4
<PAGE>
EXAMPLES*

If you COMMENCE AN ANNUITY PAYMENT OPTION, or do NOT surrender your Contract,
you would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on assets:

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

* Does not include the effect of any Market Value Adjustment.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

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

The foregoing tables and examples are included to assist you in understanding
the transaction and operating expenses imposed directly or indirectly under the
Contracts and the Portfolios. Amounts for state premium taxes or similar
assessments will also be deducted, where applicable.

See Appendix C for an explanation of the calculation of the amounts set forth
above.

5
<PAGE>
SUMMARY OF CONTRACT FEATURES

The following summary should be read in conjunction with the detailed
information in this Prospectus.

PURCHASE PAYMENTS

VARIABLE ACCOUNT INVESTMENT OPTIONS

Each of the Subaccounts of the Variable Account invests in shares of a
corresponding Portfolio. Contract Value in each of the Subaccounts of the
Variable Account will vary to reflect the investment experience of each of the
corresponding Portfolios, as well as deductions for certain charges.

Each Portfolio has a separate and distinct investment objective and is managed
by Fortis Advisers, Inc or a subadviser of Fortis Advisers, Inc. A full
description of the Portfolios and their investment objectives, policies, risks
and expenses can be found in the current Prospectus for the Portfolios, which
accompanies this Prospectus, and the Portfolios Statement of Additional
Information which is available upon request.

FIXED ACCOUNT INVESTMENT OPTIONS

If amounts are transferred, surrendered or otherwise paid out more than fifteen
days before or after the end of the applicable Guarantee Period other than the
one year Guarantee Period, a Market Value Adjustment will be applied to increase
or decrease the amount of Fixed Account Value that is paid out. Accordingly, the
Market Value Adjustment can result in gains or losses to you. There is no Market
Value Adjustment for transfers or surrenders from the one-year Guarantee Period
of the Fixed Account.

For a more complete discussion of the Fixed Account investment options and the
Market Value Adjustment, see "The Fixed Account."

TRANSFERS

TOTAL OR PARTIAL SURRENDERS

Subject to certain conditions, all or part of the Contract Value may be
surrendered by the Contract Owner before the earlier of (1) if the participant
is a non-natural person, the Annuitant's death, or (2) the Annuity Commencement
Date. Amounts surrendered may be subject to a surrender charge and, in addition,
amounts surrendered from the Fixed Account may be subject to a Market Value
Adjustment. See "Total and Partial Surrenders," "Surrender Charge" and "Market
Value Adjustment." Particular attention should be paid to the tax implications
of any surrender, including possible penalties for premature distributions. See
"Federal Tax Matters."

ANNUITY PAYMENTS

DEATH BENEFIT

In the event of the death of the Contract Owner, or the Annuitant if the
Contract Owner is a non-natural person, prior to the Annuity Commencement Date,
a death benefit is payable. See "Benefit Payable on Death of Annuitant or
Contract Owner."

RIGHT TO EXAMINE THE CONTRACT

LIMITATIONS IMPOSED BY RETIREMENT PLANS AND EMPLOYERS

6
<PAGE>
The record owner of Contracts may be an employer (or the employer's designee) in
connection with an employee benefit plan. In the latter cases, certain rights
that a Contract Owner otherwise would have under a Contract may be reserved
instead by the employer.

TAX IMPLICATIONS

QUESTIONS AND OTHER COMMUNICATIONS

Any purchase payment or other communication, except a 10-day cancellation
notice, is deemed received at First Fortis' Home Office on the actual date of
receipt there in proper form unless received (1) after the close of regular
trading on The New York Stock Exchange, or (2) on a date that is not a Valuation
Date. In either of these two cases, the date of receipt will be deemed to be the
next Valuation Date.

FINANCIAL AND PERFORMANCE INFORMATION

The information presented below reflects the Accumulation Unit Information for
subaccounts of the Variable Account through December 31, 1997. Accumulation
Units have been rounded to the nearest whole unit.

- ----------------------------------------
* Accumulation Unit Value at date of initial registration effectiveness.

Audited financial statements of the Variable Account are included in the
Statement of Additional Information.

Financial information concerning First Fortis is included in this Prospectus
under "Further Information About First Fortis" and "First Fortis Financial
Statements."

FIRST FORTIS LIFE INSURANCE COMPANY

THE VARIABLE ACCOUNT

7
<PAGE>
liabilities under Contracts and other variable annuity contracts issued by First
Fortis will not be chargeable with liabilities arising out of any other business
of First Fortis.

There are currently fifteen Subaccounts in the Variable Account. The assets in
each Subaccount are invested exclusively in one of the Portfolios listed on the
first page of the prospectus, each of which represents a separate investment
Portfolio. Income and both realized and unrealized gains or losses from the
assets of each Subaccount of the Variable Account are credited to or charged
against that Subaccount without regard to income, gains or losses from any other
Subaccount of the Variable Account or arising out of any other business we may
conduct. New Subaccounts may be added as new Portfolios are added and made
available. Correspondingly, if any Portfolios are eliminated, Subaccounts may be
eliminated from the Variable Account.

THE PORTFOLIOS

Contract holders may choose from among a number of different Portfolios, each of
which is a mutual fund available for purchase only as a funding vehicle for
benefits under variable life insurance and variable annuities issued by Fortis
Benefits and other life insurance companies. Each Portfolio corresponds to one
of the Subaccounts of the Variable Account. The assets of each Portfolio are
separate from the others and each Portfolio operates as a separate investment
portfolio whose performance has no effect on the investment performance of any
other Portfolio. More detailed information for each Portfolio offered, such as
its investment policies and restrictions, charges, risks attendant to investing
in it, and other aspects of its operations, may be found in the current
prospectus for each Portfolio. Such a prospectus for the Portfolios being
considered must accompany this Prospectus and should be read in conjunction with
it. A copy of each prospectus may be obtained without charge from Fortis
Benefits by calling 1-800-800-2000, ext. 3057, or writing P.O. Box 64272, St.
Paul, Minnesota 55164.

Fortis Benefits purchases and redeems Portfolios' shares for the Variable
Account at their net asset value without the imposition of any sales or
redemption charges. Any dividend or capital gain distributions attributable to
Contracts are automatically reinvested in shares of the Portfolio from which
they are received at the Portfolio's net asset value on the date paid. Such
dividends and distributions will have the effect of reducing the new asset value
of each share of the corresponding Portfolio and increasing, by an equivalent
value, the number of shares outstanding of the Portfolio. However, the value of
your interest in the corresponding Subaccount will not change as a result of any
such dividends and distributions.

As indicated, Portfolios may also be available to registered separate accounts
offering variable annuity and variable life products of other participating
insurance companies, as well as to the Variable Account and other separate
accounts of Fortis Benefits. Although Fortis Benefits does not anticipate any
disadvantages to this, there is a possibility that a material conflict may arise
between the interest of the Variable Account and one or more of the other
separate accounts participating in the Portfolios. A conflict may occur due to a
change in law affecting the operations of variable life and variable annuity
separate accounts, differences in the voting instructions of the Participants
and those of other companies, or some other reason. In the event of conflict,
Fortis Benefits will take any steps necessary to protect the Participants and
variable annuity payees.

THE FIXED ACCOUNT

GUARANTEED INTEREST RATES/GUARANTEE PERIODS

Information concerning the Guaranteed Interest Rates applicable to the various
Guarantee Periods at any time may be obtained from our Home Office or from your
sales representative.

MARKET VALUE ADJUSTMENT

8
<PAGE>

during the period beginning fifteen days before and ending fifteen days after
the end of a Guarantee Period in which it was being held or to amounts paid out
as a death benefit. Additionally, no Market Value Adjustment will be applied to
amounts that are withdrawn from a Guarantee Period and paid out to the Contract
Owner, or transferred to the Variable Account, on an automatic periodic basis
under a formal First Fortis program for the withdrawal or transfer of the
earnings of the Fixed Account. (There may be conditions and limitations imposed
by First Fortis associated with such a program. See your First Fortis
representative for the availability of any such program, and the conditions and
limitations of such a program, in your state.) Also, no Market Value Adjustment
will be applied to amounts that are paid out as a death benefit pursuant to the
Contract or to amounts withdrawn or transferred from the one-year Guarantee
Period.

1 + I n / 12
----------- - 1
( 1 + J + .0025 )

where,

- I is the Guaranteed Interest Rate being credited to the amount being
withdrawn from the existing Guarantee Period,

- N is the number of months remaining in the existing Guarantee Period
(rounded up to the next higher number of months).

- I will be equal to "the yield" at the beginning of the Guarantee Period
and assuming a maturity equal to the length of the Guarantee Period at
that time.

- J will be equal to "the yield" at the time the Market Value Adjustment is
being calculated and assuming a maturity equal to the length of the
Guarantee Period remaining at that time.

INVESTMENTS BY FIRST FORTIS

ACCUMULATION PERIOD

ISSUANCE OF A CONTRACT AND PURCHASE PAYMENTS

9
<PAGE>
instructions are incomplete, the initial purchase payment will be returned to
the applicant. The initial purchase payment under a Contract must be at least
$5,000 ($2,000 for a Contract issued pursuant to a qualified plan).

The date that the initial purchase payment is applied to the purchase of the
Contract is also the Contract Issue Date. The Contract Issue Date is the date
used to determine Contract years, regardless of when the Contract is delivered.
The crediting of investment experience in the Variable Account, or a fixed rate
of return in the Fixed Account, begins as of the Contract Issue Date.

CONTRACT VALUE

Contract Value is the total of any Variable Account Value in all the Subaccounts
of the Variable Account pursuant to the Contract, plus any Fixed Account Value
in all the Guarantee Periods.

There is no guaranteed minimum Variable Account Value. To the extent Contract
Value is allocated to the Variable Account, you bear the entire investment risk.

The number of Accumulation Units in each Subaccount is equal to:

- Accumulation Units purchased at the time that any Net Purchase Payments or
transferred amounts are allocated to the Subaccount; less

- Accumulation Units redeemed to pay for the portion of any transfers from
or partial surrenders allocated to the Subaccount; less

- Accumulation Units redeemed to pay charges under the Contract.

DETERMINATION OF FIXED ACCOUNT VALUE. A Contract's Fixed Account Value is
guaranteed by First Fortis. Therefore, First Fortis bears the investment risk
with respect to amounts allocated to the Fixed Account, except to the extent
that (a) First Fortis may vary the Guaranteed Interest Rate for future Guarantee
Periods (subject to the 3% effective annual minimum) and (b) the Market Value
Adjustment imposes investment risks on the Contract Owner.

- The amount of Net Purchase Payments or transferred amounts allocated to
the Guarantee Period; less

- The amount of any transfers or surrenders out of the Guarantee Period.

ALLOCATION OF PURCHASE PAYMENTS AND CONTRACT VALUE

10
<PAGE>

transfers from a Guarantee Period other than the one year Guarantee Period that
are (1) more than 15 days before or after the expiration thereof, or (2) are not
a part of a formal First Fortis program for the transfer of earnings of the
Fixed Account may be subject to a Market Value Adjustment. See "Market Value
Adjustment." The minimum transfer from a Subaccount or Guarantee Period is the
lesser of $1,000 or all of the Contract Value in the Subaccount or Guarantee
Period. Irrespective of the above we may permit a continuing request for
transfers of lesser specified amounts automatically on a periodic basis. We will
count all transfers between and among the Subaccounts of the Variable Account
and the Fixed Account as one transfer, if all the transfer requests are made at
the same time as part of one request. We will execute the transfers and
determine all values in connection with transfers as of the end of the Valuation
Period in which we receive the transfer request. The amount of any positive or
negative Market Value Adjustment, respectively, will be added to or deducted
from the transferred amount.

Certain restrictions on very substantial investments in any one Subaccount are
set forth under "Limitations on Allocations" in the Statement of Additional
Information.

TOTAL AND PARTIAL SURRENDERS

In order for a request to be processed, the Contract Owner must specify from
which Subaccounts of the Variable Account or Guarantee Periods of the Fixed
Account a partial surrender should be made.

We will surrender Accumulation Units from the Variable Account and/ or dollar
amounts from the Fixed Account so that the total amount of the partial surrender
equals the dollar amount of the partial surrender request. The amount payable to
the Contract Owner will be reduced by any applicable surrender charge.
Additionally, if the surrender is from a Guarantee Period other than the one
year Guarantee Period, the amount payable to the Contract Owner will be reduced
by any negative Market Value Adjustment, or increased by any positive Market
Value Adjustment unless the surrender is (1) within 15 days before or after the
expiration of a Guarantee Period, or (2) is a part of a formal First Fortis
program for the withdrawal of earnings from the Fixed Account. The partial
surrender will be effective at the end of the Valuation Period in which First
Fortis receives the Written Request for partial surrender at its Home Office.
Payments will generally be made within seven days of the effective date of such
request, although certain delays are permitted. See "Postponement of Payment."

BENEFIT PAYABLE ON DEATH OF CONTRACT OWNER (OR ANNUITANT)

If the Contract Owner dies prior to the Annuity Commencement Date, a death
benefit will be paid. If the Participant is a non-natural person, the death
benefit will be paid upon the death of the Annuitant prior to the Annuity
Commencement Date. In such case, if more than one Annuitant has been named, the
death benefit payable upon the death of an Annuitant will only be paid upon the
death of the last survivor of the persons so named.

The term "decedent" in the death benefit description below refers to the death
of the Participant unless the Participant is a non-natural person, in which case
it refers to the death of the Annuitant. Also, the death benefit description
refers to the age of the Participant. If the Participant is a non-natural
person, the relevant age will instead be that of the Annuitant.

Additionally, the death benefit description makes reference to "Pro Rata
Adjustments." A Pro Rata Adjustment is calculated separately for each
withdrawal, creating a decrease in the death benefit proportional to the
decrease the withdrawal makes in the Contract Value. Pro Rata Adjustments are
made for amounts withdrawn for partial surrenders and any associated surrender
charge (which shall be deemed to be an amount withdrawn), but not for any
Contract fee-related surrenders.

11
<PAGE>

The death benefit will equal the greatest of (1), (2), or (3) as follows:

(1) The Contract Value as of the date used for valuing the death benefit.

(2) The sum or all Net Purchase Payments made, reduced by Pro Rata Adjustments
for each withdrawal.

The Pro Rata Adjustment for a given withdrawal is equal to:

(a) the withdrawn amount, divided by

(b) the Contract Value immediately before the amount was withdrawn, the
result multiplied by

(3) The highest Anniversary Value of each of the Contract's anniversaries prior
to the earlier of: (1) the decedent's death, or (2) the Participant's
attainment of age 75.

An Anniversary Value is equal to:

(a) the Contract Value on the anniversary, plus

(b) any Purchase Payments made since the anniversary, reduced by

The Pro Rata Adjustment for a given withdrawal is equal to:

(a) the withdrawn amount, divided by

(b) the Contract Value immediately before the amount was withdrawn, the
result multiplied by

(i) the Contract Value on the anniversary, plus

(ii) Purchase Payments made since the anniversary and before the
withdrawal, plus

(iii) Pro Rata Adjustments for withdrawals made since the anniversary
and before the given withdrawal.

The person entitled to the death benefit under the terms of the Contract may (a)
receive a single sum payment, which terminates the Contract, or (b) select an
annuity option. If the death benefit payee selects an annuity option, he or she
will have all the rights and privileges of a payee under the Contract. If the
death benefit payee desires an Annuity option, the election should be made
within 60 days of the date the death benefit becomes payable. Failure to make a
timely election can result in unfavorable tax consequences. For further
information, see "Federal Tax Matters."

If the Contract Owner dies before the Annuity Commencement Date with respect to
a Non-Qualified Contract certain additional requirements are mandated by the
Internal Revenue Code, which are discussed below under "Federal Tax
Matters--Required Distributions for Non-Qualified Contracts." It is imperative
that Written Notice of the death of the Contract Owner be promptly transmitted
to First Fortis at its Home Office, so that arrangements can be made for
distribution of the entire interest in the Contract Owner in a manner that
satisfies the Internal Revenue Code requirements. Failure to satisfy these
requirements may result in the Contract Owner not being treated as an annuity
contract for federal income tax purposes, which could have adverse tax
consequences.

THE ANNUITY PERIOD

ANNUITY COMMENCEMENT DATE

The Contract Owner may specify an Annuity Commencement Date in the application
not later than the Annuitant's 90th birthday. The Annuity Commencement Date
marks the beginning of the period during which an Annuitant or other payee
designated by the Contract Owner receives annuity payments under the Contract.
The Annuity Commencement Date must be at least two years after the Contract
Issue Date.

In order to advance or defer the Annuity Commencement Date, the Contract Owner
must submit a Written Request. The request must be received at our Home Office
at least 30 days before the then-scheduled Annuity Commencement Date. The new
Annuity Commencement Date must also be at least 30 days after the Written
Request is received. There is no right to make any total or partial surrender
during the Annuity Period.

COMMENCEMENT OF ANNUITY PAYMENTS

12
<PAGE>
The amount of each annuity payment will depend on the amount of Contract Value
applied to an annuity option, the form of annuity selected and the age of the
Annuitant. Information concerning the relationship between the Annuitant's sex
and the amount of annuity payments, including special requirements in connection
with employee benefits plans, is set forth under "Calculations of Annuity
Payments" in the Statement of Additional Information. The Statement of
Additional Information also contains detailed information about how the amount
of each annuity payment is computed.

RELATIONSHIP BETWEEN SUBACCOUNT INVESTMENT PERFORMANCE AND AMOUNT OF VARIABLE
ANNUITY PAYMENTS

If a Subaccount on which a variable annuity payment is based has an average
effective net investment return higher than 3% per annum during the period
between two such annuity payments, the Annuity Unit Value will increase, and the
second payment will be higher than the first. Conversely, if the Subaccount's
average effective net investment return over the period between the annuity
payments is less than 4% per annum, the Annuity Unit Value will decrease, and
the second payment will be lower than the first. "Net investment return," for
this purpose, refers to the Subaccount's overall investment performance, net of
the mortality and expense risk and administrative expense charges, which are
assessed at a nominal aggregate annual rate of 1.35%. We guarantee that the
amount of each variable annuity payment after the first payment will not be
affected by variations in our mortality experience or our expenses.

ANNUITY FORMS

The following options are available for fixed annuity payments and for variable
annuity payments.

We also have other annuity forms available and information about them can be
obtained from your sales representative or by calling or writing to our Home
Office.

DEATH OF ANNUITANT OR OTHER PAYEE

CHARGES AND DEDUCTIONS

PREMIUM TAXES

Applicable premium tax rates depend upon the Contract Owner's then-current place
of residence. Applicable rates are subject to change by legislation,
administrative interpretations or judicial acts.

CHARGES AGAINST THE VARIABLE ACCOUNT

13
<PAGE>
and approximately .45% for expense risk). This charge is assessed during both
the Accumulation Period and the Annuity Period. We guarantee not to increase
this charge for the duration of the Contract.

The expense risk assumed is that actual expenses incurred in connection with
issuing and administering the Contract will exceed the limits on administrative
charges set in the Contract.

TAX CHARGE

The annual administrative charge and charges against the Variable Account
described above are for the purposes described and First Fortis may receive a
profit as a result of these charges.

SURRENDER CHARGE

No sales charge is collected or deducted at the time Net Purchase Payments are
applied under a Contract. A surrender charge will be assessed on certain total
or partial surrenders. The amounts obtained from the surrender charge will be
used to partially defray expenses incurred in the sale of the Contracts,
including commissions and other promotional or distribution expenses associated
with the marketing of the Contracts, and costs associated with the printing and
distribution of prospectuses and sales material.

FREE SURRENDERS. The following amounts can be withdrawn from the Contract
without a surrender charge:

- Any purchase payments received by us more than seven years prior to the
surrender date and that have not been previously surrendered;

- Any earnings that have not been previously surrendered;

- In any contract year, up to 10% of the purchase payments received by us
less than seven years prior to the surrender date (whether or not the
purchase payments have been previously surrendered).

NUMBER OF YEARS SURRENDER CHARGE
SINCE PURCHASE AS A PERCENTAGE OF
PAYMENT WAS CREDITED PURCHASE PAYMENT
- ------------------------------ ------------------
Less than 2 7%
At least 2 but less than 4 6%
At least 4 but less than 5 5%
At least 5 but less than 6 3%
At least 6 but less than 7 1%
7 or more 0%

MISCELLANEOUS

Because the Variable Account invests in shares of the Portfolios, the net assets
of the Variable Account will reflect the investment advisory fees and certain
other expenses incurred by the Portfolios that are described in the prospectus
for the Portfolios.

REDUCTION OF CHARGES

GENERAL PROVISIONS

THE CONTRACTS

The Contract, copies of any applications, amendments, riders, or endorsements
attached to the Contract and copies of any supplemental applications,
amendments, endorsements, or revised Contract

14
<PAGE>
pages which are mailed to you are the entire Contract. Only an officer of First
Fortis can agree to change or waive any provisions of a Contract. Any change or
waiver must be in writing and signed by an officer of First Fortis. The
Contracts are non-participating and do not share in dividends or earnings of
First Fortis.

POSTPONEMENT OF PAYMENT

MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS

ASSIGNMENT

BENEFICIARY

Before the Annuity Commencement Date, the Contract Owner may name or change a
beneficiary or a contingent beneficiary by sending a Written Request of the
change to First Fortis. Under certain retirement programs, however, spousal
consent may be required to name or change a beneficiary, and the right to name a
beneficiary other than the spouse may be subject to applicable tax laws and
regulations. We are not responsible for the validity of any change. A change
will take effect as of the date it is signed but will not affect any payments we
make or action we take before receiving the Written Request. We also need the
consent of any irrevocably named person before making a requested change.

In the event of the death of a Contract Owner, or the Annuitant if the
Participant is a non-natural person, prior to the Annuity Commencement date the
Beneficiary will be determined as follows:

- If upon the death of a Contract Owner there is one or more surviving
Contract Owners, the surviving Contract Owner(s) will be the beneficiary
(these override any other beneficiary designations).

REPORTS

We will mail to the Contract Owner (or to the person receiving payments during
the annuity period), at the last known address of record, any reports and
communications required by any applicable law or regulation. You should
therefore give us prompt written notice of any address change. This will include
annual audited financial statements of the Portfolios, but not necessarily of
the Variable Account or First Fortis.

RIGHTS RESERVED BY FIRST FORTIS

15
<PAGE>
appropriate regulatory authority. Such approval may not be required in all
cases, however. Examples of the changes First Fortis may make include:

- To operate the Variable Account in any form permitted under the Investment
Company Act of 1940 or in any other form permitted by law.

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

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

- To make any changes required by the Internal Revenue Code or by any other
applicable law in order to continue treatment of the Contract as an
annuity.

- To change the time or time of day at which a Valuation Date is deemed to
have ended.

DISTRIBUTION

See Note 9 to the Notes to First Fortis' Financial Statements as to amounts it
has paid to Fortis, Inc. and Fortis Benefits Insurance Company, affiliates of
First Fortis for various services.

FEDERAL TAX MATTERS

The following description is a general summary of the tax rules, primarily
related to federal income taxes, which in the opinion of First Fortis are
currently in effect. These rules are based on laws, regulations and
interpretations which are subject to change at any time. This summary is not
comprehensive and is not intended as tax advice. Federal estate and gift tax
considerations, as well as state and local taxes, may also be material. You
should consult a qualified tax adviser as to the tax implications of taking any
action under a Contract or related retirement plan.

NON-QUALIFIED CONTRACTS

The following discussion applies generally to Contracts owned by natural
persons.

16
<PAGE>
taxed. In general, a person's "investment in the Contract" is the aggregate
amount of purchase payments made by him or her. After an Annuitant's or other
payee's "investment in the Contract" is recovered, the full amount of any
additional annuity payments is taxable. For variable annuity payments, in
general, the taxable portion of each annuity payment (prior to recovery of the
"investment in the Contract") is determined by a formula which establishes the
specific dollar amount of each annuity payment that is not taxed. This dollar
amount is determined by dividing the "investment in the Contract" by the total
number of expected annuity payments. For fixed annuity payments, in general,
prior to recovery of the "investment in the Contract," there is no tax on the
amount of each payment which bears the same ratio to that payment as the
"investment in the Contract" bears to the total expected value of the annuity
payments for the term of the payments. However, the remainder of each annuity
payment is taxable. The taxable portion of a distribution (in the form of an
annuity or a single sum payment) is taxed as ordinary income.

REQUIRED DISTRIBUTIONS FOR NON-QUALIFIED CONTRACTS

QUALIFIED CONTRACTS

The Contracts may be used with several types of tax-qualified plans. The tax
rules applicable to Contract Owners, Annuitants and other payees vary according
to the type of plan and the terms and conditions of the plan itself. In general,
purchase payments made under a retirement program recognized under the Code on
behalf of an individual are excludable from the individual's gross income for
tax purposes during the Accumulation Period. The portion, if any, of any
purchase payment made by or on behalf of an individual under a Contract that is
not excluded from the individual's gross income for tax purposes during the
Accumulation Period constitutes the individual's "investment in the Contract."
Aggregate deferrals under all plans at the employee's option may be subject to
limitations.

WITHHOLDING

17
<PAGE>
from the qualified plan to another qualified retirement plan. Moreover, special
"backup withholding" rules may require First Fortis to disregard the recipient's
election if the recipient fails to supply First Fortis with a "TIN" or taxpayer
identification number (social security number for individuals), or if the
Internal Revenue Service notifies First Fortis that the TIN provided by the
recipient is incorrect.

PORTFOLIO DIVERSIFICATION

CERTAIN EXCHANGES

Because of the complexity of these and other tax aspects in connection with an
exchange, you should consult a tax adviser before making any exchange.

TAX LAW RESTRICTIONS AFFECTING SECTION 403(B) PLANS

Section 403(b)(12) of the Internal Revenue Code restricts the distribution under
Section 403(b) annuity contracts of:

(1) elective contributions made for years beginning after December 31, 1988;

(2) earnings on those contributions; and

(3) earnings on amounts held as of December 31, 1988.

FURTHER INFORMATION ABOUT FIRST FORTIS

GENERAL

18
<PAGE>
SELECTED FINANCIAL DATA

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

1997 COMPARED TO 1996 (TO BE FILED)
1996 COMPARED TO 1995
REGULATION

DIRECTORS AND EXECUTIVE OFFICERS

Set forth is information concerning First Fortis' directors and executive
officers, together with their business experience and principal occupations for
the past five years:

<TABLE>
<S> <C>
Zafar Rashid, 48 President and Chief Executive Officer; Senior
Vice President and Chief Financial Officer of
Fortis, Inc.
Larry M. Cains, 51 Treasurer; Senior Vice President of Fortis,
Director since 1995 Inc.
Allen R. Freedman, 58 Chairman of the Board; Chairman and Chief
Director Since 1989 Executive Officer of Fortis, Inc.
Thomas M. Keller, 50 President of Time Insurance Company;
Director Since 1994 President--Fortis Healthcare of Fortis
Benefits Insurance Company; before that Senior
Vice President of Fortis, Inc.
Dean C. Kopperud, 45 Chief Executive Officer of Fortis Advisers,
Director Since 1994 Inc. and President of Fortis Investors, Inc.;
President--Fortis Financial Group of Fortis
Benefits Insurance Company
Terry J. Kryshak, 47 Senior Vice President and Chief Administrative
Director Since 1991 Officer
Susie Gharib, 47 Anchorwoman, Cable NBC; before that,
Director Since 1991 Anchorwoman, Financial News Network
Guy Gerard Rutherfurd, Jr., 58 Senior Vice President, Dean Witter
Director Since 1989 Intercapital; before that Executive Vice
President and Chief Investment Officer of
Nomura Asset Management, Inc.
</TABLE>

19
<PAGE>

<TABLE>
<S> <C>
Dale Edward Gardner, 67 President, Gardner & Bull
Director Since 1989
Kenneth W. Nelson, 76 President, Tech Products, Inc.
Director Since 1989
Clarence Elkus Galston, 88 Attorney at Law
Director Since 1989
Robert B. Pollock, 43 President and Chief Executive Officer of
Director Since 1995 Fortis Benefits Insurance Company
Barbara R. Hege, 54 Assistant Treasurer and Chief Financial
Officer
Jerome A. Atkinson, 48 Secretary; Vice President, Secretary and
General Counsel of Fortis, Inc.; before that
Senior Vice President, Secretary and General
Counsel of American Security Insurance Company
</TABLE>

EXECUTIVE COMPENSATION

Set forth below is certain information concerning the compensation of the named
executive officers of First Fortis. Mr. Freedman is compensated by other
affiliates of First Fortis.

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

SUMMARY COMPENSATION TABLE

- ------------------------
1 This column includes contributions made by First Fortis for the year for the
benefit for the named individual to defined contribution retirement plans.

PENSION TABLE

The table above excludes social security benefits. In general, for the purposes
of these plans compensation includes salary and bonuses.

20
<PAGE>

The credited years of service with First Fortis for those individuals named in
the Summary Compensation Table above are as follows: 1, 7, and 11.

OWNERSHIP OF SECURITIES

VOTING PRIVILEGES

In accordance with its view of current applicable law, First Fortis will vote
shares of each of the Portfolios which are attributable to a Contract at regular
and special meetings of the shareholders of a Portfolio in proportion to
instructions received from the persons having the voting interest in the
Contract as of the record date for the corresponding Portfolio shareholders
meeting. Contract Owners have the voting interest during the Accumulation
Period, persons receiving annuity payments during the Annuity Period, and
Beneficiaries after the death of the Annuitant or Contract Owner. However, if
the Investment Company Act of 1940 or any rules thereunder should be amended or
if the present interpretation thereof should change, and as a result First
Fortis determines that it is permitted to vote shares of the Portfolios in its
own right, it may elect to do so.

Each person having a voting interest in a Subaccount of the Separate Account
will receive proxy material, reports and other materials relating to the
appropriate Portfolio. Pursuant to the procedures described above, these persons
may give instructions regarding the election of the Board of Directors of a
Portfolio, ratification of the selection of its independent auditors, the
approval of the investment managers of a Portfolio, changes in fundamental
investment policies of a Portfolio and all other matters that are put to a vote
of Portfolio shareholders.

LEGAL MATTERS

OTHER INFORMATION

A Statement of Additional Information is available upon request. Its contents
are as follows:

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

FIRST FORTIS FINANCIAL STATEMENTS

21
<PAGE>

[This page has been intentionally left blank]

<PAGE>
APPENDIX A--SAMPLE MARKET VALUE ADJUSTMENT CALCULATIONS

The formula which will be used to determine the Market Value Adjustment is:

Sample Calculation 1: Positive Adjustment

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $10,354.57

Sample Calculation 2: Negative Adjustment

<TABLE>
<S> <C>
Amount withdrawn or transferred $10,000
Existing Guarantee Period 7 years
Time of withdrawal or transfer beginning of 3rd year of Existing
Guarantee Period
Guaranteed Interest Rate (I) 8%*
Guaranteed Interest Rate for
new 5-year guarantee (J) 9%*
Remaining Guarantee Period (N) 60 months
Market Value Adjustment:
</TABLE>

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $9,440.86

Sample Calculation 3: Negative Adjustment

Amount transferred or withdrawn (adjusted for Market Value
Adjustment): $10,000
- ------------------------
* Assumed for illustrative purposes only.

A-1
<PAGE>

[This page has been intentionally left blank]

<PAGE>
APPENDIX B--SAMPLE DEATH BENEFIT CALCULATIONS

DATE OF DEATH IS THE 3RD CONTRACT ANNIVERSARY

<TABLE>
<CAPTION>
EXAMPLE 1 EXAMPLE 2 EXAMPLE 3
----------- ----------- -----------
<S> <C> <C> <C> <C>
a. Purchase Payments Made Prior to Death, accumulated
at 5%............................................. $ 32,000 $ 32,000 $ 32,000

b. Contract Value on Date of Death................... $ 20,000 $ 36,000 $ 25,000

c. 1 Year Ratchet Option Value....................... $ 35,000 $ 36,000 $ 31,000

Death Benefit is larger of a, b, and c.................. $ 35,000 $ 36,000 $ 32,000
</TABLE>

DATE OF DEATH IS THE 5TH CONTRACT ANNIVERSARY

b. Contract Value on Date of Death................... $ 38,000 $ 38,000 $ 28,000

c. 1 Year Ratchet Option Value....................... $ 38,000 $ 40,000 $ 33,000

Death Benefit is larger of a, b, and c.................. $ 38,000 $ 40,000 $ 34,000
</TABLE>

DATE OF DEATH IS THE 10TH CONTRACT ANNIVERSARY

b. Contract Value on Date of Death................... $ 39,000 $ 34,000 $ 31,000

c. 1 Year Ratchet Option Value....................... $ 39,000 $ 37,000 $ 32,000

Death Benefit is larger of a, b, and c.................. $ 39,000 $ 37,000 $ 36,000
</TABLE>

B-1

<PAGE>

[This page has been intentionally left blank]

<PAGE>
APPENDIX C--EXPLANATION OF EXPENSE CALCULATIONS

The expense for a given year is calculated by multiplying the projected
beginning of the year policy value by the total expense rate. The total expense
rate is the sum of the variable account expense rate plus the total Portfolio
expense rate plus The annual administrative charge rate.

The policy values are projected by assuming a single payment of $1,000 grows at
an annual rate equal to 5% reduced by the total expense rate described above.

For example, the 3 year expense for the Growth Stock Series is calculated as
follows:

<TABLE>
<S> <C> <C>
Total Variable Account Annual Expenses 1.35%
+ Total Series Fund Operating Expenses
= Total Expense Rate
</TABLE>

<TABLE>
<S> <C> <C>
Year 1 Beginning Policy Value = $1000.00
Year 1 Expense = x = $
$1000.00

Year 2 Beginning Policy Value = $
Year 2 Expense = $ x = $

Year 3 Beginning Policy Value = $
Year 3 Expense = $ x = $
</TABLE>

So the cumulative expenses for years 1-3 for the Growth Stock Series are equal
to $ + $ + $ = $ .

If the contract is surrendered, the surrender charge is the surrender charge
percentage times the purchase payment minus the 10% free withdrawal amount:

<TABLE>
<S> <C> <C> <C>
Surrender Charge Percentage x (Initial Premium - 10% Free Withdrawal) = Surrender Charge
0.05 x ( $1000.00 - $100.00 ) = $45.00
</TABLE>

So the total expense if surrendered is $ + $ = $ .

C-1
<PAGE>

FLEXIBLE PREMIUM DEFERRED
COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
(MASTERS AND MASTERS +)

Issued by

FIRST FORTIS LIFE INSURANCE COMPANY

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1998

This Statement of Additional Information is not a Prospectus. It is intended
that this Statement of Additional Information be read in conjunction with the
Prospectus for contracts under flexible premium deferred combination variable
and fixed annuity contracts ("Contracts"), dated May 1, 1998. A copy of the
Prospectus may be obtained without charge from Fortis Investors, Inc.
1-800-800-2000, mailing address: P.O. Box 64272, St. Paul, MN 55164 or First
Fortis Life Insurance Company ("First Fortis") 1-800-745-8248, mailing address:
P. O. Box 3249, Syracuse, NY 13220. You have the option of receiving benefits
under a Contract through First Fortis' Variable Account A or through First
Fortis' Fixed Account.

TABLE OF CONTENTS

First Fortis and the Variable Account. . . . . . . . . . . . . . . . . . . . 2
Calculation of Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . 2
Postponement of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
- Safekeeping of Variable Account Assets . . . . . . . . . . . . . . . . . 3
- Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Principal Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . 4
Limitation on Allocations. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Change of Investment Adviser or Investment Policy. . . . . . . . . . . . . . 4
Taxation Under Certain Retirement Plans. . . . . . . . . . . . . . . . . . . 4
Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Variable Account Financial Statements. . . . . . . . . . . . . . . . . . . . 9
Appendix A -- Performance Information. . . . . . . . . . . . . . . . . . . A-1

In order to supplement the description in the Prospectus, the following provides
additional information about the Contracts and other matters which may be of
interest to you. Terms used in this Statement of Additional Information have
the same meanings as are defined in the Prospectus under the heading "Special
Terms Used in This Prospectus."

1
<PAGE>

FIRST FORTIS AND THE VARIABLE ACCOUNT

First Fortis Life Insurance Company, the issuer of the Contracts, is a New York
corporation qualified to sell life insurance and annuity contracts in New York.
First Fortis is a wholly-owned subsidiary of Fortis, Inc. Fortis Inc. is a
corporation based in New York, which manages the United States operations of
Fortis AMEV and Fortis AG. Fortis, Inc. is wholly-owned by Fortis International,
Inc., which is in turn wholly-owned by Sycamore Insurance Holding N.V. The
latter is 50% owned by Fortis AMEV and 50% owned, through certain subsidiaries,
by Fortis AG.

Fortis AMEV is a publicly-traded, multi-national insurance and financial
services group headquartered in The Netherlands. Fortis AMEV is an international
financial services firm that has been in business since 1847. It is one of the
largest holding companies in Europe with subsidiary companies in twelve
countries on four continents. Fortis AMEV is the third largest insurance company
in The Netherlands. Fortis AG is a multi-national insurance, real estate and
financial services firm that has been in business since 1824. It has subsidiary
companies in eight countries. Fortis AG is one of the largest life insurance
companies in Belgium. Fortis AMEV and Fortis AG have combined assets of
approximately $XXX billion.

The assets allocated to the Variable Account are the exclusive property of First
Fortis. Registration of the Variable Account under the Investment Company Act
of 1940 does not involve supervision of the management or investment practices
or policies of the Variable Account or of First Fortis by the Securities and
Exchange Commission. First Fortis may accumulate in the Variable Account
proceeds from charges under the Contracts and other amounts in excess of the
Variable Account assets representing reserves and liabilities under Contracts
and other variable annuity contracts issued by First Fortis. First Fortis may
from time to time transfer to its General Account any of such excess amounts.

Best's Insurance Reports assigned First Fortis a rating of A (Excellent) for
financial position and operating performance. First Fortis has a rating of AA
from Standard & Poor's. As defined by Standard & Poor's, insurers rated AA offer
"excellent financial security." These ratings represent such rating agencies'
independent opinion of First Fortis' financial strength and ability to meet
policy holder obligations, but have no relevance to the performance and quality
of the assets in Subaccounts of the Variable Account.

CALCULATION OF ANNUITY PAYMENTS

FIXED ANNUITY OPTION

The amount of each annuity payment under a Fixed Annuity Option is fixed and
guaranteed by First Fortis. Monthly fixed annuity payments will start as of the
end of the Valuation Period that contains the Annuity Commencement Date. At
that time, the Contract Value, after any Market Value Adjustment, is computed
and that portion of the Contract Value which will be applied to the Fixed
Annuity Option selected is determined. The amount of the first monthly payment
under the Fixed Annuity Option selected will be at least as large as would
result from using the annuity tables contained in the Contract to apply such
amount of Contract Value to the annuity form selected. The dollar amounts of
any fixed annuity payments after the first are specified during the entire
period of annuity payments according to the provisions of the annuity form
selected.

VARIABLE ANNUITY OPTION

ANNUITY UNITS. To the extent a Variable Annuity Option has been selected, we
convert the Accumulation Units for each Subaccount of the Variable Account into
Annuity Units for each Subaccount at their values determined as of the end of
the Valuation Period which contains the Annuity Commencement Date. As of such
time, any Fixed Account Value to be applied to a Variable Annuity Option is also
converted, after any Market Value Adjustment, to Annuity Units in the
Subaccounts selected based on the then-current Annuity Unit value. The initial
number of Annuity Units in each Subaccount is determined by dividing the amount
of the initial monthly variable annuity payment (see "Variable Annuity Option --
Variable Annuity Payments," below) allocable to that Subaccount by the value of
one Annuity Unit

2
<PAGE>

in that Subaccount as of the time of the conversion. The number of Annuity
Units for each Subaccount will remain constant, as long as an annuity remains in
force and the allocation among the Subaccounts has not changed.

The value of each Subaccount's Annuity Units will vary to reflect the investment
experience of the Subaccount as well as charges deducted from the Subaccount.
The value of each Subaccount's Annuity Units is equal to the prior value of the
Subaccount's Annuity Units multiplied by the net investment factor for that
Subaccount (discussed in the Prospectus under "Contract Value") for the
Valuation Period ending on that Valuation Date, with an offset for the 4%
assumed interest rate used in the annuity tables of the Contract.

VARIABLE ANNUITY PAYMENTS. Variable annuity payments start at the end of the
Valuation Period that contains the Annuity Commencement Date, and will vary in
amount as the related Annuity Unit values vary. The amount of the first monthly
payment is shown on the annuity tables contained in the Contract for each $1,000
of Contract Value applied to the Variable Annuity Option selected as of the end
of such Valuation Period. The first variable annuity payment is, in effect,
allocated among the Subaccounts in the same proportion as the Contract Value is
allocated among the Subaccounts upon commencement of annuity payments.

Payments after the first will vary in amount and are determined on the first
Valuation Date of each subsequent monthly period. If the monthly payment under
the annuity form selected is based on the value of Annuity Units of a single
Subaccount, the monthly payment is found by multiplying the number of the
Contract's Annuity Units for the Subaccount by the Annuity Unit value of such
Subaccount as of the first Valuation Date in each monthly period following the
Annuity Commencement Date. If the monthly payment under the Variable Annuity
Option selected is based upon the value of Annuity Units in more than one
Subaccount, this is repeated for each applicable Subaccount. The sum of these
payments is the variable annuity payment.

GENDER OF ANNUITANT

The amount of each annuity payment ordinarily will be higher for a male
Annuitant than for a female Annuitant with an otherwise identical Contract. This
is because, statistically, females tend to have longer life expectancies than
males. We will make available Contracts with no such differences in connection
with certain employer-sponsored benefit plans. Employers should be aware that,
under most such plans, Contracts that make distinctions based on gender are
prohibited by law.

POSTPONEMENT OF PAYMENTS

With respect to amounts in the Subaccounts of the Variable Account, payment of
any amount due upon a total or partial surrender, death or under an annuity
option will ordinarily be made within seven days after all documents required
for such payment are received by First Fortis at its Home Office.

However, First Fortis may defer the determination, application or payment of any
death benefit, transfer, partial or total surrender or annuity payment, to the
extent dependent on Accumulation or Annuity Unit Values, for any period during
which the New York Stock Exchange is closed (other than customary weekend and
holiday closings) or trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission, for any period during
which any emergency exists as a result of which it is not reasonably practicable
for First Fortis to determine the investment experience for the Contract, or for
such other periods as the Securities and Exchange Commission may by order permit
for the protection of investors.

SERVICES

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS

Title to the assets of the Variable Account is held by First Fortis. The assets
of the Variable Account are kept segregated

3
<PAGE>

and held separate and apart from First Fortis' other assets. Fortis Advisers,
Inc., an affiliate of First Fortis, maintains records of all purchases and
redemptions of shares of Fortis Series Fund, Inc. held by each of the
Subaccounts of the Variable Account.

EXPERTS

The financial statements of First Fortis Life Insurance Company and First Fortis
Variable Account A appearing in the Prospectus, this Statement of Additional
Information and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, to the extent indicated in their reports thereon also
appearing elsewhere herein and are included in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.

PRINCIPAL UNDERWRITER

Fortis Investors, Inc. ("Fortis Investors"), the principal underwriter of the
Contracts, is a Minnesota corporation and a member of the Securities Investors
Protection Corporation. The offering of the Contracts is continuous, and Fortis
Investors does not anticipate discontinuing the offering of the Contracts,
although it reserves the right to do so. Contracts generally will be issued for
Annuitants from ages zero to ninety.

LIMITATIONS ON ALLOCATIONS

Under the Contract, First Fortis reserves the right to control the amount of any
assets in any investment alternative. Pursuant to this authority, First Fortis
has established the following administrative procedures for the protection of
the interests of all investors participating in Fortis Series' Portfolios: a
Contract Owner may not invest, allocate, transfer or exchange Contract Value
into any Subaccount if the value allocated to the Subaccount under the Contract
(and under any other insurance or annuity contracts 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. First Fortis reserves the right to modify these procedures at any time.

CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY

Unless otherwise required by law or regulation, and subject to Fortis Advisers,
Inc.'s right to terminate its investment advisory arrangements with Fortis
Series, neither the investment adviser nor any investment policy may be changed
without the consent of First Fortis. No investment policy will be changed
unless a statement of change is filed with and approved by the Insurance
Commissioner of the State of New York. The Contract Owner (or, after annuity
payments start, the payee) will be notified of any material investment policy
change which has been approved. You will be notified of an investment policy
change prior to its implementation by the Variable Account if your comment or
vote is required for such change.

TAXATION UNDER CERTAIN RETIREMENT PLANS

Federal income tax information concerning the purchase of Contracts for specific
types of retirement plans is set forth below. You should also refer to "Federal
Tax Matters" in the Prospectus. The tax information provided is not
comprehensive, and you should consult a qualified tax adviser before taking any
action in connection with a retirement plan.

SECTION 403(b) ANNUITIES FOR EMPLOYEES OF CERTAIN TAX-EXEMPT ORGANIZATIONS
OR PUBLIC EDUCATIONAL INSTITUTIONS

PURCHASE PAYMENTS. Under Section 403(b) of the Internal Revenue Code ("Code"),
payments made by certain employers (i.e., tax-exempt organizations meeting the
requirements of Section 501(c)(3) of the Code, or public educational
institutions) to purchase Contracts for their employees are excludible from the
gross income of employees to the extent

4
<PAGE>

that such aggregate purchase payments do not exceed certain limitations
prescribed by the Code. This is the case whether the purchase payments are a
result of voluntary salary reduction amounts or employer contributions. Salary
reduction payments are, however, subject to FICA (social security) taxes.

TAXATION OF DISTRIBUTIONS. Distributions from a Section 403(b) tax-deferred
annuity are taxed as ordinary income to the recipient as described under
"Federal Tax Matters" in the Prospectus. Taxable distributions received
before the employee attains age 59 1/2 generally are subject to a 10% penalty
tax in addition to regular income tax. Certain distributions are excepted
from this penalty tax, including distributions following the employee's
death, disability, separation from service after age 55, separation from
service at any age if the distribution is in the form of an annuity for the
life (or life expectancy) of the employee (or the employee and Beneficiary)
and distributions not in excess of deductible medical expenses. In addition,
no distributions of voluntary salary reduction amounts will be permitted
prior to one of the following events: attainment of age 59 1/2 by the
employee or the employee's separation from service, death, disability or
hardship. (Hardship distributions will be limited to the lesser of the
amount of the hardship or the amount of salary reduction contributions,
exclusive of earnings thereon.)

REQUIRED DISTRIBUTIONS. Generally, distributions from Section 403(b)
annuities must commence not later than April 1 of the calendar year following
the calendar year in which the employee attains age 70 1/2, and such
distributions must be made over a period that does not exceed the life
expectancy of the employee (or the employee and Beneficiary). A penalty tax
of 50% would be imposed on any amount by which the minimum required
distribution in any year exceeded the amount actually distributed in that
year. In addition, in the event that the employee dies before his or her
entire interest in the Contract has been distributed, the employee's entire
interest must be distributed in accordance with rules similar to those
applicable upon the death of the Contract Owner or Payee in the case of a
Non-Qualified Contract, as described in the Prospectus. Certain of these and
other provisions are incorporated in a special endorsement attached to
Contracts that are intended to qualify under Section 403(b), and reference
should be made to that endorsement for its complete terms.

TAX-FREE EXCHANGES AND ROLLOVERS. The Code provides for the tax-free transfer
of one Section 403(b) annuity for another Section 403(b) annuity, and the IRS
has ruled (Revenue Ruling 90-24) that amounts transferred may qualify as
tax-free transfers under certain circumstances. In addition, Section 403(b)(8)
of the code permits tax-free rollovers from Section 403(b) programs to
individual retirement annuities or other Section 403(b) programs under certain
circumstances.

SECTION 401 QUALIFIED PENSION, PROFIT-SHARING OR ANNUITY PLANS

PURCHASE PAYMENTS. Subject to certain limitations prescribed by the Code,
purchase payments made by an employer (or a self-employed individual) under a
pension, profit-sharing or annuity plan qualified under Section 401 or Section
403(a) of the Code are generally deductible by the employer and excluded from
the taxable income of the employee for federal income tax purposes, whether made
under a salary reduction agreement or directly by employer contributions.
Salary reduction payments are, however, subject to FICA (social security) taxes.
Purchase payments made directly by an employee generally are made on an
after-tax basis.

TAXATION OF DISTRIBUTIONS. Distributions from Contracts purchased under
these qualified plans are taxable as ordinary income, except to the extent
allocable to an employee's after-tax contributions, as described under
"Federal Tax Matters -- Qualified Plans," in the Prospectus. However, if an
employee or other payee receives a "lump sum" distribution, as defined in the
Code, from an exempt employees' trust, the taxable portion of the
distribution may be subject to special tax treatment. For most individuals
receiving lump sum distributions after attaining age 59 1/2, the rate of tax
may be determined under a special 5-year income averaging provision. Those
who attained age 50 by January 1, 1986 may instead elect to use a 10-year
income averaging provision based on the income tax rates in effect for 1986.
Taxable distributions received prior to attainment of age 59 1/2 under a
Contract purchased under a qualified plan are subject to the same 10% penalty
tax (and the same exceptions) as described above with respect to Section
403(b) annuities.

5
<PAGE>

REQUIRED DISTRIBUTIONS. The minimum distribution requirements for these
qualified plans are generally the same as described above with respect to
Section 403(b) annuities.

TAX-FREE ROLLOVERS. If, within 60 days of receipt, an employee who receives a
single sum distribution transfers all of the taxable amount received to another
plan qualified under Section 401 or 403(a), or to an individual retirement
account or annuity as provided for under the Code, the transferred amount will
not be taxed in the year of distribution. Certain "partial" distributions may
also qualify for tax-free rollover treatment, but only if transferred to an
individual retirement account or annuity. However, income tax may be withheld
from the distribution unless the distribution is transferred directly from the
qualified plan to the individual retirement account or individual retirement
annuity.

INDIVIDUAL RETIREMENT ANNUITIES

PURCHASE PAYMENTS. Individuals may make contributions for individual retirement
annuity ("IRA") Contracts. Deductible contributions for any year may be made up
to the lesser of $2,000 or 100% of compensation for individuals who (1) are not
(and whose spouses are not) active participants in another retirement plan, (2)
are unmarried and have adjusted gross income of $25,000 or less, or (3) are
married and have adjusted gross income of $40,000 or less. An individual may
also establish an IRA for his or her spouse if they file a joint return for the
taxable year and his or her spouse earns less than the individual does for that
year. The annual purchase payments for both spouses' Contracts cannot exceed
the lesser of $4,000 or 100% of the couple's combined earned income, and no more
than $2,000 may be contributed to either spouse's IRA for any year. Individuals
who are active participants in other retirement plans and whose adjusted gross
income (with certain special adjustment) exceed the cut-off point ($25,000 for
unmarried, $40,000 for married persons filing jointly, and $0 for married
persons filing a separate return) by less than $10,000 are entitled to make
deductible IRA contributions in proportionately reduced amounts. For example, a
married individual who is an active participant in another retirement plan and
files a separate tax return is entitled to a partial IRA deduction if the
individual's adjusted gross income is less than $10,000 and no IRA deduction if
his or her adjusted gross income is equal to or greater than $10,000.

An individual may make non-deductible IRA contributions to the extent of (1) the
lesser of $2,000 ($4,000 in the case of a spousal IRA) or 100% of compensation
over (2) the IRA deductible contribution made with respect to the individual.

An individual may not make any contributions to his/her own IRA for the year
in which he/she reaches age 70 1/2 or for any year thereafter. Contributions
to a spouse's IRA may not be made for any year in which that spouse reaches
age 70 1/2 or for any year thereafter.

TAXATION OF DISTRIBUTIONS. Distributions from IRA Contracts are taxed as
ordinary income to the recipient, although special rules exist for the
tax-free return of non-deductible contributions. In addition, taxable
distributions received under an IRA Contract prior to age 59 1/2 are subject
to a 10% penalty tax in addition to regular income tax. Certain
distributions are exempted from this penalty tax including distributions
following the owner's death or disability or distribution in the form of an
annuity for the life (or life expectancy) of the owner (or the owner and
beneficiary), or distributions not in excess of deductible medical expenses
or certain distributions to pay health insurance premiums after an extended
period of unemployment.

REQUIRED DISTRIBUTIONS. The minimum distribution requirements for IRAs are
generally the same as described above with respect to Section 403(b) annuities.
Certain of these and other provisions are incorporated in a special endorsement
attached to IRA Contracts, and reference should be made to that endorsement for
its complete terms.

TAX-FREE ROLLOVERS. The Code permits funds to be transferred in a tax-free
rollover from a qualified employer pension, profit-sharing, annuity, bond
purchase or tax-deferred annuity plan to an IRA Contract if certain conditions
are met, and if the rollover of assets is completed within 60 days after the
distribution from the qualified plan is received. In addition, not more
frequently than once every twelve months, amounts may be rolled over tax-free
from one IRA to another,

6
<PAGE>

subject to the 60-day limitation and other requirements. The once-per-year
limitation on rollovers does not apply to direct transfers of funds between IRA
custodians or trustees.

SIMPLIFIED EMPLOYEE PENSION PLANS

PURCHASE PAYMENTS. Under Section 408(k) of the Code, employers may establish a
type of IRA plan referred to as a simplified employee pension plan (SEP).
Employer contributions to a SEP cannot exceed the lesser of $24,000 or 15% of
the employee's earned income. Employees of certain small employers may have
contributions made to a special kind of SEP (SARSEP) on their behalf on a salary
reduction basis if the SARSEP plan was in effect on December 31, 1996. These
salary reduction contributions may not exceed $9,500 in 1997, which is indexed
for inflation. Employees of tax-exempt organizations and state or local
government agencies have never been eligible for the salary reduction type of
SEP.

TAXATION OF DISTRIBUTIONS. Generally, distribution payments from SEPs are
subject to the same distribution rules described above for IRAs.

REQUIRED DISTRIBUTIONS. SEP distributions are subject to the same minimum
required distribution rules described above for IRAs.

TAX-FREE ROLLOVERS. Generally, rollovers and direct transfers may be made to
and from SEPs in the same manner as described above for IRAs, subject to the
same conditions and limitations. Rollovers to other IRAs, excluding SIMPLE IRAs
are also possible. Special rules apply if the rollover is from a SARSEP IRA.

SECTION 408(p) SIMPLE IRA PLANS

PURCHASE PAYMENTS: Under Section 408(p) of the Code, small employers may
establish a type of IRA plan referred to as a Savings Incentive Match Plan for
Employees (SIMPLE Plan). An employee may contribute annually through his or her
employer a pre-tax salary reduction contribution not to exceed the lesser of
$6,000 or 100% of compensation. The employer must annually either (1) match the
employee contribution dollar for dollar up to 3% of pay, or (2) make a 2% of pay
contribution for each eligible employee regardless of whether the employee makes
any salary reduction contribution. In two out of every five years, the employer
has the option to reduce the matching contribution as low as 1% of pay but
advance notice must be provided to employees.

TAXATION OF DISTRIBUTIONS: Generally, distributions from SIMPLE IRA Plans are
subject to the same distribution rules described above for IRAs. However, if an
individual withdraws any amount from his SIMPLE IRA Plan within the first two
years of his or her commencement of participant in the employer's SIMPLE IRA
Plan, the 10% penalty tax for premature distribution, if such tax applies, will
be increased to 25%.

REQUIRED DISTRIBUTIONS: SIMPLE distributions are subject to the same minimum
distribution rules described above for IRAs.

TAX-FREE ROLLOVERS: Generally, rollovers and direct transfers may be made to and
from SIMPLE IRAs in the same manner as described above for IRAs, subject to the
same conditions and limitations. Rollovers or transfers to other IRAs, other
than SIMPLE IRAs, are also possible but only after the second anniversary of
commencement of participation in the employer's SIMPLE IRA Plan.

SECTION 457 UNFUNDED DEFERRED COMPENSATION PLANS OF PUBLIC EMPLOYERS
AND TAX-EXEMPT ORGANIZATIONS

PURCHASE PAYMENTS. Under Section 457 of the Code, all individuals who perform
services for a state or local government or governmental agency may participate
in a deferred compensation program. Other tax-exempt employers

7
<PAGE>

may establish unfunded deferred compensation plans under Section 457 for
employees and/or independent contractors.

Though not actually a qualified plan as that term is normally used, this type of
program allows individuals to defer the receipt of compensation that otherwise
would be currently payable and therefore to defer the payment of federal income
taxes on such amounts. Assuming that the program meets the requirements to be
considered an eligible deferred compensation plan (an "EDCP"), an individual may
contribute (and thereby defer from current income for tax purposes) the lesser
of $7,500 or 33-1/3% of the individual's includible compensation. (Includible
compensation means compensation from the employer which would be currently
includible in gross income for federal tax purposes.) In addition, during the
last three years before an individual attains normal retirement age, additional
"catch-up" deferrals are permitted.

The amounts which are deferred may be used by the employer to purchase the
Contracts offered by this Prospectus. The Contract is owned by the employer and
is subject to the claims of the employer's creditors. The employee has no
rights or interest in the Contract and is entitled only to payment in accordance
with the EDCP provisions.

TAXATION OF DISTRIBUTIONS. Amounts received by an individual from an EDCP are
includible in gross income for the taxable year in which such amounts are paid
or otherwise made available.

DISTRIBUTIONS BEFORE SEPARATION FROM SERVICE. Distributions generally are
not permitted under an EDCP prior to separation from service or reaching age
70 1/2, except in cases of severe financial hardship. Hardship distributions
are includible in the gross income of the individual in the year in which
paid.

REQUIRED DISTRIBUTIONS. The distribution requirements for these qualified plans
are generally the same as described above with respect to Section 403(b)
annuities. However, if distributions do not commence before the employee's
death, the entire interest in the Contract must be distributed within 15 years
if the beneficiary is not the employee's surviving spouse.

TAX-FREE TRANSFERS. The Code permits the tax-free direct transfer of EDCP
amounts to another EDCP, subject to certain conditions. Any transfer must be
with employer consent.

PRIVATE EMPLOYER UNFUNDED DEFERRED COMPENSATION PLANS

PURCHASE PAYMENTS. Private taxable employers may establish unfunded,
non-qualified deferred compensation plans for a select group of management or
highly compensated employees and/or for independent contractors. Certain
arrangements of tax-exempt employers entered into prior August 16, 1986, and not
subsequently modified, are also subject to the rules for private taxable
employer deferred compensation plans discussed below. (Unfunded deferred
compensation plans of other tax-exempt employers are generally subject to the
requirements of Section 457.)

These types of programs allow individuals to defer receipt of up to 100% of
compensation which would otherwise be includible in income and therefore to
defer the payment of federal income taxes on such amounts. Purchase payments
made by the employer, however are not immediately deductible by the employer,
and the employer is currently taxed on any increase in Contract Value.

Deferred compensation plans represent a contractual promise on the part of the
employer to pay current compensation at some future time. The Contract is owned
by the employer and is subject to the claims of the employer's creditors. The
individual has no right or interest in the Contract and is entitled only to
payment from the employer's general assets in accordance with plan provisions.

TAXATION OF DISTRIBUTIONS. Amounts received by an individual from a private
employer deferred compensation plan are includible in gross income for the
taxable year in which such amounts are paid or otherwise made available.

8
<PAGE>

EXCESS DISTRIBUTIONS--15% TAX.

Certain persons, particularly those who participate in more than one
tax-qualified retirement plan, may be subject to an additional tax of 15% on
certain excess aggregate distributions from those plans. In general, excess
distributions are taxable distributions for all tax qualified plans in excess of
a specified annual limit

for payments made in the form of an annuity (currently $160,000) or five times
the annual limit for lump sum distributions.

WITHHOLDING

Notwithstanding the recipient's election, withholding may be required with
respect to certain payments to be delivered outside the United States and, with
respect to certain distributions from certain types of qualified retirement
plans, unless the proceeds are transferred directly to another qualified
retirement plan. Moreover, special "backup withholding" rules may require First
Fortis to disregard the recipient's election if the recipient fails to supply
First Fortis with a "TIN" or taxpayer identification number (social security
number for individuals), or if the Internal Revenue Service notifies First
Fortis that the TIN provided by the recipient is incorrect.

OTHER INFORMATION

First Fortis relies upon a SEC no-action letter dated December 22, 1988
providing relief from certain restrictions provided in the Investment Company
Act of 1940 relative to restrictions on redemptions and it complies with its
conditions.

VARIABLE ACCOUNT FINANCIAL STATEMENTS

[to be filed by subsequent post-effective amendment]

9
<PAGE>

APPENDIX A

PERFORMANCE INFORMATION

In advertising and other sales material for the Contracts, yield and total
return information for the Subaccounts of the Variable Account may be included.
The information below provides investment results for each of the Subaccounts of
Separate Account A. The results shown in this section are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Contract Owner. The investment
experience for each Subaccount reflects the investment performance of the
separate investment Portfolio currently funding such Subaccount for the periods
stated, except that for periods prior to the time when the Contracts become
available, such results were calculated by applying all applicable charges and
fees at the Separate Account level for the Contracts, as listed below, to the
historical Portfolio performance for such prior periods.

YIELD CALCULATIONS

Yield information for the Money Market Subaccount will be based on the seven
days ended on a specified date. It will be computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account (after the deduction of all asset based charges) having a
balance of one Accumulation Unit at the beginning of the period and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return , and multiplying the base period return by
(365/7), with the resulting yield figure carried to the nearest hundredth of one
percent. The seven day yield for the Money Market Subaccount as of December 31,
1997 was ____%.

An effective yield may also be quoted for the Money Market Subaccount.
Effective yield is calculated by compounding the current yield as follows:

(365/7)
Effective Yield = [(Base Period Return + 1) ] - 1

The seven day effective yield for the Money Market Subaccount as of December 31,
1997 was ____5%.

Yield information for the other Subaccounts will be based on the thirty days
ended on a specified date and carried to the nearest hundredth of a percent,
according to the following formula:

| / A-B \ (6) |
2| | --- +1 | -1|
| \ CD / |

Where:
A = net investment income earned during the period by the Portfolio whose
shares are owned by the Subaccount,

B = expenses accrued for the period,

C = the average daily number of Accumulation Units outstanding during the
period, and

D = the offering price per Accumulation Unit at the end of the last day of
the period.

The following table sets figures for the thirty days ended December 31, 1997.

<TABLE>
<CAPTION>
Subaccount Yield
---------- -----
<S> <C>
U.S. Government Securities. . . . . . . . . . . %
Diversified Income . . . . . . . . . . . . . . %
High Yield. . . . . . . . . . . . . . . . . . . %
Global Bond . . . . . . . . . . . . . . . . . . %
</TABLE>

A-1
<PAGE>

TOTAL RETURN CALCULATIONS

Total return information will be given for the one year and five year periods
ended on a specific date, provided that, if the registration statement has been
effective for a Subaccount only during a shorter period, then such shorter
period will be used.

AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

Total average annual compounded rates of return for each period will be computed
to the nearest one hundredth of a percent, according to the following formula:
(n)
P(1 + T) = CSV

Where: P = a hypothetical initial purchase payment of $1000,

T = average annual total return,

n = number of years, and

CSV = end of period Cash Surrender Value of hypothetical $1000
purchase payment made at the beginning of the period.

The following table shows total average annual rates of return for the period
indicated:

ONE YEAR PERIOD FIVE YEAR PERIOD COMMENCEMENT OF
ENDING ENDING PORTFOLIO (1) TO
SUBACCOUNT DEC. 31, 1997 DEC. 31, 1997(1) DECEMBER 31, 1997
- ---------- ------------- ---------------- -----------------
<S> <C> <C> <C>
Growth Stock
U.S. Government Securities
Diversified Income
Asset Allocation
Global Growth
High Yield
Growth & Income
Aggressive Growth
Global Bond
Global Asset Allocation
International Stock
Value
Blue Chip Stock
S & P 500 Index

</TABLE>

- --------------------
(1) Commencing with effective date of initial registration statement for Global
Growth Subaccount on May 1, 1992, U.S. Government Securities Subaccount on
May 1, 1989, High Yield Subaccount, Growth & Income Subaccount, and
Aggressive Growth Subaccount on May 1, 1994, Global Bon Subaccount, Global
Asset Allocation Subaccount, International Stock Subaccount on January 2,
1995, Value Subaccount, Blue Chip Stock Subaccount, and S & P 500 Index
Subaccount on January 1, 1996, and for all other Subaccounts on May 2,
1988.

CUMULATIVE TOTAL RETURN CALCULATIONS

Total cumulative rates of return for each period will be computed to the nearest
one hundredth of a percent, according to the following formula:

CTR = (CSV - P) 100
---------
P

A-2

<PAGE>

Where: P = a hypothetical initial purchase payment of $1,000,

CTR = cumulative total return, and

CSV = end of period Cash Surrender Value of hypothetical $1,000
purchase payment made at the beginning of the period.

ONE YEAR PERIOD FIVE YEAR PERIOD COMMENCEMENT OF
ENDING ENDING PORTFOLIO (1) TO
SUBACCOUNT DEC. 31, 1997 DEC. 31, 1997(1) DEC. 31, 1997
- ---------- -------------- ---------------- ---------------
<S> <C> <C> <C>
Growth Stock
U.S. Government Securities
Diversified Income
Asset Allocation
Global Growth
High Yield
Growth & Income
Aggressive Growth
Global Bond
Global Asset Allocation
International Stock
Value
Blue Chip Stock
S & P 500 Index

</TABLE>

- --------------------
(1) Commencing with effective date of initial registration statement for Global
Growth Subaccount on May 1, 1992, U.S. Government Securities Subaccount on
May 1, 1989, High Yield Subaccount, Growth & Income Subaccount, and
Aggressive Growth Subaccount on May 1, 1994, Global Bond Subaccount, Global
Asset Allocation Subaccount, International Stock Subaccount on January 2,
1995, Value Subaccount, Blue Chip Subaccount and S & P 500 Index Subaccount
on January 1, 1996, and for all other Subaccounts on May 2, 1988.

Yield figures do not reflect any surrender charge, and yield and total return
figures do not reflect any premium tax charge. Yield and total return figures
do reflect the reimbursement of certain Fortis Series expenses. Current Fixed
Account effective annual rates of interest may also be quoted in advertising and
other sales materials, and these rates do not reflect any deductions or charges.

First Fortis 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:

Global Growth Subaccount

Rating Service Category
-------------- --------

Morningstar Publications, Inc. international stock
Lipper Analytical Services, Inc. global

Growth Stock Subaccount

Rating Service Category
-------------- --------

Morningstar Publications, Inc. growth
Lipper Analytical Services, Inc. capital appreciation

A-3

<PAGE>

Asset Allocation Subaccount

Morningstar Publications, Inc. balanced
Lipper Analytical Services, Inc. flexible portfolios

Diversified Income Subaccount

Morningstar Publications, Inc. corporate bond
Lipper Analytical Services, Inc. general bond

U.S. Government Subaccount

Morningstar Publications, Inc. U.S. government bond
Lipper Analytical Services, Inc. U.S. government

Money Market Subaccount

Morningstar Publications, Inc. money market
Lipper Analytical Services, Inc. money market

International Stock Subaccount

Morningstar Publications, Inc. international stock
Lipper Analytical Services, Inc. international equity

Global Asset Allocation Subaccount

Rating Service Category
-------------- --------

Morningstar Publications, Inc. balanced
Lipper Analytical Services, Inc. global flexible

Global Bond Subaccount

Morningstar Publications, Inc. international bond
Lipper Analytical Services, Inc. world income

Aggressive Growth Subaccount

Morningstar Publications, Inc. aggressive growth
Lipper Analytical Services, Inc. small company growth

Growth and Income Subaccount

Morningstar Publications, Inc. growth and income
Lipper Analytical Services, Inc. growth and income

A-4

<PAGE>

High Yield Subaccount

Morningstar Publications, Inc. high yield
Lipper Analytical Services, Inc. high current yield

Blue Chip Stock Subaccount

Morningstar Publications, Inc. growth
Lipper Analytical Services, Inc. growth

Value Subaccount

Morningstar Publications, Inc. growth
Lipper Analytical Services, Inc. growth

S & P 500 Index Subaccount

Morningstar Publications, Inc. growth & income
Lipper Analytical Services, Inc. S & P 500 Index

ADDITIONAL PERFORMANCE INFORMATION

Additionally, from time to time, First Fortis may include in advertising the net
effective annual yield of an investment in a Contract as compared with the
current before-tax and after-tax yield of CD's (insured fixed rate certificates
of deposit issued by financial institutions). While the yield may be compared
to that of CD's, the yield of a variable Subaccount is not fixed and an
investment in a Contract is not FDIC insured.

A-5
<PAGE>

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The estimated expenses of the issuance and distribution of the Contracts, other
than commissions on sales of the Contracts are as follows:
<TABLE>
<CAPTION>

Amount
------
<S> <C>
Securities and Exchange Commission
registration fee $ 0.
Printing and engraving $1,500.00
Accounting fees and expenses $1,500.00
Legal fees and expenses $3,000.00

</TABLE>

Item 14. Indemnification of Directors and Officers

First Fortis' By-Laws provide for indemnity and payment of expenses of First
Fortis' officers and directors in connection with certain legal proceedings,
judgments, and settlements arising by reason of their service as such, all to
the extent and in the manner permitted by law. Applicable New York law
generally permits payment of such indemnification and expenses if the person
seeking indemnification has acted in good faith and for a purpose that he
reasonably believed to be in, or not opposed to, the best interests of the
Company, and, in a criminal proceeding, if the person seeking indemnification
also has no reasonable cause to believe his conduct was unlawful. No
indemnification is further permitted to an individual if there has been an
adjudication, and a judgement rendered adverse to the individual seeking
indemnification, finding that the acts were committed in bad faith, as the
result of active and deliberate dishonesty, or that there was personal gain,
financial profit, or other advantage which he or she was not otherwise legally
entitled.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the indemnification provision described in response to
Item 14, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities

None.

<PAGE>

Item 16. Exhibits

a. Exhibits

1. Form of Principal Underwriter and Servicing Agreement -- filed as an
exhibit to Registration Statement No. 33-71686 on Form N-4 filed April
11, 1994 and incorporated by reference.

2. None.

3. (a) Charter of First Fortis Life Insurance Company (Incorporated by
reference from Form 10-K405, File No. 33-71690, of registrant filed
March 29, 1996).

(b) By-laws of First Fortis Life Insurance Company (Incorporated by
reference from Form N-4 Registration Statement, File No. 33-71686, of
registrant and its Separate Account A filed on November 15, 1993);

4. (a) Form of Combination Fixed and Variable Annuity Contract;
(Incorporated by reference from Form N-4 Registration Statement, File
No. 33-71686, of registrant and its Separate Account A filed April 27,
1995);

(b) Form of Application to be used in connection with Contract filed
as Exhibit 5 (Incorporated by reference from Form N-4 Registration
Statement, File No. 33-71686, of registrant and its Separate Account A
filed April 27, 1995);

(c) Form of IRA Endorsement (Incorporated by reference from Form N-4
Registration Statement, File No. 33-71686, of registrant and its
Separate Account A filed April 27, 1995);

(d) Form of Section 403(b) Annuity Endorsement (Incorporated by
reference from Form N-4 Registration Statement, File No. 33-71686, of
registrant and its Separate Account A filed April 27, 1995);

(e) Form of Automatic Portfolio Rebalancing Endorsement (Incorporated
by reference from Form N-4 Registration Statement, File No. 33-71686,
of registrant and its Separate Account A filed April 27, 1995);

(f) Form of Systematic Withdrawal Option Endorsement (Incorporated by
reference from Form N-4 Registration Statement, File No. 33-71686, of
registrant and its Separate Account A filed April 27, 1995);

(g) Form of Systematic Transfer Endorsement (Incorporated by reference
from Form N-4 Registration Statement, File No. 33-71686, of registrant
and its Separate Account A filed April 27, 1995);

<PAGE>

5. Opinion and consent of David A. Peterson, Esq., Corporate Counsel of
Fortis Benefits Insurance Company, as to the legality of the
securities being registered (Incorporated by reference from this Form
S-1 registration filed on October 24, 1996).

10. Administrative Service Agreement (Incorporated by reference from Form
N-4 Registration Statement, File No. 33-71686, of registrant and its
Separate Account A filed on November 15, 1993).

24. Consent of Ernst & Young LLP--to be filed by post-effective amendment.

25. (a) Power of Attorney for Messrs. Rutherfurd, Freedman and Madame
Gharib. (Incorporated by reference from Form N-4 Registration
Statement, File No. 33-71686, of registrant and its Separate Account A
filed on November 15, 1993).

(b) Power of Attorney for Messrs. Gardner, Nelson and Galston.
(Incorporated by reference from Form N-4 Registration Statement, File
No. 33-71686, of registrant and its Separate Account A filed on April
12, 1994.)

(c) Power of Attorney for Messrs. Keller and Kopperud (Incorporated by
reference from Form N-4 Registration Statement, File No. 33-71686, of
registrant and its Separate Account A filed April 27, 1995.)

28. (b) Financial statement schedules.

None.

Item 17. Undertakings

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement, including (but not limited to) any addition or deletion of
a managing underwriter.

<PAGE>

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933, the Registrant has caused this
Registration Statement to be signed on its behalf in the Town of Salina, County
of Onondaga, State of New York on this 24th day of February, 1998.

FIRST FORTIS LIFE INSURANCE COMPANY

By:/s/ Zafar Rashid
--------------------------------
Zafar Rashid
President & Chief Executive Officer
(Principal Executive Officer)

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons, in the capacities indicated, on February 24,
1998.

Signature Title With First Fortis
- --------- -----------------------

/s/ Terry J. Kryshak Sr. Vice President and Chief Administrative
- ------------------------------ Officer and Director (Principal Executive
Terry J. Kryshak Officer)

/s/ Larry M. Cains Treasurer and Director
- ------------------------------ (Principal Financial Officer)
Larry M. Cains

/s/ Barbara R. Hege Chief Financial Officer
- ------------------------------ (Principal Accounting Officer)
Barbara R. Hege

* Chairman of Board and Director
- ------------------------------
Allen Royal Freedman

* Director
- ------------------------------
Susie Gharib

* Director
- ------------------------------
Guy Gerard Rutherfurd, Jr.

* Director
- ------------------------------
Dale Edward Gardner

* Director
- ------------------------------
Kenneth Warwick Nelson

<PAGE>

/s/ Robert B. Pollock Director
- ------------------------------
Robert B. Pollock

/s/ Dean C. Kopperud Director
- ------------------------------
Dean C. Kopperud

* Director
- ------------------------------
Thomas M. Keller

* Director
- ------------------------------
Clarence Elkus Galston

*By /s/ Terry J. Kryshak
---------------------------
Terry J. Kryshak
Attorney-in-fact

<PAGE>

EXHIBIT INDEX

Item
Number Description
- ------ -----------

None