<PAGE>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

       FOR THE FISCAL YEAR ENDED:
           DECEMBER 31, 2002

                                       or

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    FOR THE TRANSITION PERIOD FROM:              COMMISSION FILE NUMBER:
                                                         33-63799

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

                       FORTIS BENEFITS INSURANCE COMPANY
             (Exact name of registrant as specified in its charter)

               MINNESOTA                                81-0170040
     State or other jurisdiction of                   (IRS Employer
     incorporation or organization                 Identification No.)

576 BIELENBERG DRIVE, WOODBURY, MN 55125
(Address of principal executive offices)

                 Registrant's telephone number: (651) 361-4000

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

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                      /X/  Yes                      / /  No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's  knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. / /


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes / /  No /X/

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter.  $0
                 --



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



<PAGE>

                                     PART I

ITEM 1.  BUSINESS

    Fortis Benefits is a Minnesota corporation founded in 1910. It is qualified
to sell life, health and annuity insurance in the District of Columbia and in
all states except New York. Fortis Benefits is an indirectly wholly-owned
subsidiary of Fortis, Inc., which is itself indirectly owned 50% by Fortis N.V.
and 50% by Fortis (SA/NV). Fortis, Inc. manages the United States operations for
these two companies.

    Fortis N.V. is a diversified financial services company headquartered in
Utrecht, The Netherlands, where its insurance operations began in 1847. Fortis
SA/NV is a diversified financial services company headquartered in Brussels,
Belgium, where its insurance operations began in 1824. Fortis N.V. and Fortis
SA/NV 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.

    We offer and sell insurance products, including life insurance policies,
annuity contracts, and group life, accident and health insurance policies. We
market our products to small businesses and individuals through a national
network of independent agents, brokers, and financial institutions.

    Effective April 1, 2001, Fortis Benefits contracted the administrative
servicing obligations for its registered variable and market value adjusted
insurance contracts to Hartford Life and Annuity Insurance Company ("Hartford
L&A"), a subsidiary of The Hartford Financial Services Group ("Hartford").
Although Fortis Benefits remains responsible for all contract terms and
conditions, Hartford L&A is responsible for servicing the contracts, including
the payment of benefits, oversight of investment management (i.e., the
Portfolios) and overall contract administration. This was part of a larger
transaction whereby Hartford L&A reinsured all of the individual life insurance
and annuity business of Fortis Benefits.

    Fortis Benefits seeks to compete primarily on the basis of customer service,
product design, and, in the case of variable products, the investment results
achieved. Many other insurance companies compete with Fortis Benefits in each of
its markets, including on the basis of price. Many of these companies, which
include some of the largest and best known insurance companies, have
considerably greater resources than Fortis Benefits.

    The Company is subject to regulation and supervision by the insurance
departments of the states in which it is licensed to do business. This
regulation covers a variety of areas, including benefit reserve requirements,
adequacy of insurance company capital and surplus, various operational
standards, and accounting and financial reporting procedures. Fortis Benefits'
operations and accounts are subject to periodic examination by insurance
regulatory authorities.

    Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for insurance contract losses,
if covered, incurred by insolvent companies. The amount of any future
assessments of Fortis Benefits under these laws cannot be reasonably estimated.
Most of these laws do provide, however, that an assessment may be excused or
deferred if it would threaten an insurer's own financial strength.

    Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Federal measures that may adversely affect the insurance
business include health care reform, employee benefit regulation, controls on
medicare costs and medical entitlement programs, tax law changes affecting the
taxation of insurance companies or of insurance products, changes in the
relative desirability of various personal investment vehicles, and removal of
impediments on the entry of banking institutions into the business of insurance.

    Pursuant to state insurance laws and regulations, Fortis Benefits is
obligated to carry on its books, as liabilities, reserves to meet its
obligations under outstanding insurance contracts. These reserves are based on
assumptions about, among other things, future claims experience and investment
returns. Neither the reserve requirements nor the other aspects of state
insurance regulation provide absolute protection to holders of insurance
contracts, if Fortis Benefits were to incur claims or expenses at rates
significantly higher than expected or significant unexpected losses on its
investments.

ITEM 2.  PROPERTIES

    Fortis Benefits has approximately 1500 employees. Fortis Benefits has its
principal offices in Kansas City, Missouri. Fortis Benefits leases a portion of
that building consisting of 297,000 square feet. Fortis Benefits occupies
approximately 85% of its building, which it expects will be adequate for its
purposes for the foreseeable future. Fortis Benefits also leases approximately
70,000 square feet of space in Birmingham, Alabama for the employees of its
dental insurance division. In addition Fortis Benefits has several regional
claims and sales offices throughout the United States.

ITEM 3.  LEGAL PROCEEDINGS

    The Company is a defendant in various lawsuits, none of which, in the
opinion of the Company counsel, will result in a material liability.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    A shareholder meeting was held on April 30, 2002 to elect the current slate
of directors of Fortis Benefits Insurance Company and minor amendments were made
to the Bylaws of the Company.

<PAGE>
                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    Not applicable. There are no equity securities that are authorized for
issuance pursuant to a compensation plan.

ITEM 6.  SELECTED FINANCIAL DATA

The following is a summary of certain financial data of Fortis Benefits. This
summary has been derived in part from the financial statements of Fortis
Benefits included elsewhere in this prospectus. You should read the following
along with these financial statements.

<Table>
<Caption>
                                                                          YEAR ENDED DECEMBER 31,
                                                    -----------------------------------------------------------------
                    (IN THOUSANDS)                      2002          2001          2000         1999*        1998*
                    --------------                  -----------   -----------   -----------   ----------   ----------
<S>                                                  <C>           <C>          <C>           <C>          <C>
INCOME STATEMENT DATA
  Premiums and policy charges...................    $ 1,686,364   $ 1,547,678   $ 1,604,244   $1,528,081   $1,333,258
  Net investment income.........................        258,590       306,377       331,380      289,719      234,043
  Net realized gains (losses) on investment.....        (45,801)      (34,437)      (21,629)      18,854       52,404
  Other income..................................         13,099        13,161         9,607       11,663       11,183
                                                    -----------   -----------   -----------   ----------   ----------
     TOTAL REVENUES.............................    $ 1,972,438   $ 1,884,958   $ 1,928,602   $1,849,418   $1,630,888
                                                    ===========   ===========   ===========   ==========   ==========
  Total benefits and expenses...................    $ 1,827,564   $ 1,722,125   $ 1,791,172   $1,714,876   $1,538,604
  Federal Income taxes..........................         44,225        55,474        44,820       44,869       30,402
  Net income....................................        100,648       107,359        92,610       89,673       61,882
BALANCE SHEET DATA
  Total assets..................................    $ 8,944,759   $10,025,352   $10,632,449   $9,610,139*  $7,578,055
  Total liabilities.............................      8,110,533     9,304,557     9,641,403    8,760,587*   6,692,587
  Total shareholder's equity....................        834,226       720,795       991,046      849,552*     885,468
</Table>

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

* The Balance Sheet Data for 1999 and 1998 and the Income Statement Data for
1998 have not been restated to reflect the merger activity occurring in 2001.
The remaining data for 1999 and 2000 have been restated.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

                        FORTIS BENEFITS INSURANCE COMPANY

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                              2002 COMPARED TO 2001

REVENUES

Fortis Benefits Insurance Company (the "Company") distributes its products
through a network of independent agents, brokers and financial institutions. The
Company's major products offered are group dental, group disability, group
medical, group life, pre-need annuity and life and accidental death coverages.

On December 31, 2001, the Company purchased (the "Purchase") the Dental Benefits
Division of Protective Life Corporation ("Protective"). The Purchase includes
primarily group dental products. The Company reinsured this business on a 100%
coinsurance basis and will perform all administration activities. The Company
assumed approximately $75 million of reserves, $244 million of assets including
$147 million of goodwill and intangibles, and paid net cash of approximately
$169 million.

The purchase of the Protective business is the primary reason for the increase
in accident and health premiums from December 31, 2001 to December 31, 2002.
During 2001, the Company began offering a new accidental death product through
financial institutions. This business represents 7.2% and 4.4% of total accident
and health premium as of December 31, 2002 and 2001 respectively. Rate increases
in the group medical line resulted in a 19.5% decrease of group medical premium
due to non-renewal of existing business and lower new sales.

Strong sales in the pre-need annuity and life line resulted in an increase of
pre-need premium from December 31, 2001 to December 31, 2002 of 4%. On April 1,
2001, the Company entered into a coinsurance agreement with Hartford Financial
Services Group ("Hartford") whereby the Company ceded the Investment Product
block of business to the Hartford. Premium on this business represented 0% and
2% of total Company premium income for the year ended December 31, 2002 and
2001, respectively.

The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Investment income decreased from $306 million in
2001 to $259 million in 2002 due to lower yielding investment markets. Changes
in interest rates during 2002 and 2001 resulted in recognition of realized gains
and losses upon sales of securities. The Company had more capital losses from
fixed maturity investments in 2002 as compared to 2001.

BENEFITS

The total year-to-date policyholder benefit to premium ratio decreased from 80%
to 77% from December 31, 2001 to December 31, 2002. The group dental, group
disability, group medical, group life and pre-need benefit to premium ratios for
the year ended December 31, were 72%, 87%, 66%, 74% and 101% respectively in
2002 and 73%, 88%, 75%, 72% and 103% respectively in 2001. The 9% decrease in
the group medical benefit to premium ratio during 2002 compared to 2001 is a
result of pricing increases and improved administration on this business.

EXPENSES

Commission rates have increased slightly from levels in 2001. This is primarily
due to changes in the mix of business by product lines as well as the change in
first year versus renewal premiums.

The Company's general and administrative expense to premium ratio has decreased
slightly from 18.6% at December 31, 2001 to 18.3% at December 31, 2002. 2001
expenses associated with the business reinsured by the Hartford had
proportionally higher expenses on premium revenue than the remaining business'
expense to premium levels. Offsetting this 2001 to 2002 decrease in expense to
premium ratio are expense increases related to systems project costs. The
Company continues to monitor expenses, striving to improve the expense to
premium ratio, while maintaining quality and timely services to policyholders.

MARKET RISK AND RISK MANAGEMENT

Interest rate risk is the Company's primary market risk exposure. Substantial
and sustained increases and decreases in market interest rates can affect the
profitability of insurance products and market value of investments. The yield
realized on new investments generally increases or decreases in direct
relationship with interest rate changes. The market value of the Company's fixed
maturity and mortgage loan portfolios generally increases when interest rates
decrease, and decreases when interest rates increase.

Interest rate risk is monitored and controlled through asset/liability
management. As part of the risk management process, different economic scenarios
are modeled, including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet projected
liability cash flows. A major component of the Company's asset/liability
management program is structuring the investment portfolio with cash flow
characteristics consistent with the cash flow characteristics of the Company's
insurance liabilities. The Company uses computer models to perform simulations
of the cash flow generated from existing insurance policies under various
interest rate scenarios. Information from these models is used in the
determination of interest crediting strategies and investment strategies. The
asset/liability management discipline includes strategies to minimize exposure
to loss as market interest rates change. On the basis of these analyses,
management believes there is no material solvency risk to the Company with
respect to interest rate movements up or down of 100 basis points from year-end
levels.

Equity market risk exposure is not significant. Equity investments in the
general account are not material enough to threaten solvency and contract owners
bear the investment risk related to the variable products. Therefore, the risks
associated with the investments supporting the variable separate accounts are
assumed by contract owners, not by the Company. The Company provides certain
minimum death benefits that depend on the performance of the variable separate
accounts. Currently these death benefit risks are reinsured which then protects
the Company from adverse mortality experience and prolonged capital market
decline.

LIQUIDITY AND CAPITAL RESOURCES

The market value of cash, short-term investments and publicly traded bonds and
stocks is at least equal to all policyholder reserves and liabilities. The
Company's portfolio is readily marketable and convertible to cash to a degree
sufficient to provide for short-term needs. The Company consistently monitors
its liability durations and invests assets accordingly. The Company has no
material commitments or off-balance sheet financing arrangements, which would
reduce sources of funds in the upcoming year.

The National Association of Insurance Commissioners has implemented risk-based
capital standards to determine the capital requirements of a life insurance
company based upon the risks inherent in its operations. These standards require
the computation of a risk-based capital amount which is then compared to a
company's actual total adjusted capital. Based upon current calculations using
these risk-based capital standards, the Company's percentage of total adjusted
capital is in excess of ratios, which would require regulatory attention.

The Company's fixed maturity investments consisted of 97.3% investment grade
bonds as of December 31, 2002 and the Company does not expect this percentage to
change significantly in the future.

CRITICAL ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company makes estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosures of contingent assets and liabilities
as of December 31, 2002 and the reported amounts of revenues and expenses for
the year ended December 31, 2002.

The most critical estimates include those used in determining deferred policy
acquisition costs, impairment losses on investment and federal income taxes.

DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business, which vary with and are directly related to
the production of new business, are deferred to the extent recoverable and
amortized. For traditional and pre-need life insurance and long-term care
products (included as accident and health products), such costs are amortized
over the premium paying period. For interest sensitive and investment products,
such costs are amortized in relation to expected future gross profits.
Estimation of future gross profits requires significant management judgment and
is reviewed periodically. As excess amounts of deferred costs over future
premiums or gross profits are identified, such excess amounts are expensed.

See note 2 to the financial statements for a discussion of the Company's
accounting policies, including recently issued accounting pronouncements.

IMPAIRMENT LOSSES ON INVESTMENTS

The Company regularly reviews its fixed maturities and equity securities
portfolio to evaluate the necessity of recording impairment loss for
other-than-temporary declines in the fair value of investments. A number of
criteria are considered during this process including, but not limited to,
violations of financial covenants, public securities trading at a substantial
discount to par as a result of credit concerns, securities with a market value
less than carrying value for an extended period of time and other subjective
factors relating to the issuer. Other than temporary impairments are recorded at
the end of each quarter based on the fair value of the security at the reporting
date.

FEDERAL INCOME TAXES

Income taxes have been provided using the liability method. Deferred tax assets
and liabilities are determined based on the temporary differences between the
financial reporting and the tax bases and are measured using the currently
enacted tax rates.


REGULATION

The Company is subject to the laws and regulations established by the Minnesota
State Insurance Department governing insurance business conducted in Minnesota
State. Periodic audits are conducted by the Minnesota 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.


                             2001 COMPARED TO 2000


On April 1, 2001, Fortis, Inc. completed the sale (the "Sale") of its Fortis
Financial Group division (the "Division") to Hartford Life Insurance Company
("The Hartford"). The Division includes, among other blocks of business, certain
individual life insurance policies and annuity contracts (collectively, the
"Insurance Contracts") written by Fortis Benefits Insurance Company (the
"Company").

To effect the Sale as it relates to the Company, The Hartford reinsured the
Insurance Contracts on a 100% coinsurance basis (or a 100% modified coinsurance
basis for some of the block) and agreed to administer the Insurance Contracts
going forward. The Company received in connection with the Sale aggregate cash
consideration of approximately $500 million from The Hartford. The reinsurance
transaction resulted in a gain of $396 million which was deferred and will be
amortized into income at the rate that earnings from the business sold would
have been expected to emerge.

Effective as of July 1, 2001, Fortis Benefits Insurance Company, a Minnesota
insurance company ("FBIC"), completed a statutory merger in which Pierce
National Life Insurance Company, a California insurance company ("PNL"), merged
with and into FBIC (the "Merger"). Immediately prior to the Merger, both FBIC
and PNL were indirect wholly owned subsidiaries of Fortis, Inc., a Nevada
corporation and a holding company for certain insurance companies in the United
States. The Merger was completed as part of an internal reorganization being
effected by Fortis, Inc. with respect to certain of its life and health
insurance companies.

On December 31, 2001, the Company purchased (the "Purchase") the Dental Benefits
Division of Protective Life Corporation ("Protective"). The Purchase includes
group dental, group life and group disability insurance products ("Insurance
Products"). The Company will reinsure these Insurance Products on a 100%
coinsurance basis and perform administration of such Insurance Products. The
Company paid $212 million for the business and recorded $143 million of goodwill
in the transaction.

REVENUES

The sale of the Fortis Financial Group division resulted in a 82% decrease in
the revenues derived from Investment Products for year ended December 31, 2001
compared to the year ended December 31, 2000.

The Company's major products are group disability and dental, group medical,
group life, and pre-need annuity and life insurance coverages sold through a
network of independent agents and brokers. Strong sales in the group dental,
group disability and pre-need annuity and life lines resulted in an increase of
premium from the year ended December 31, 2000 to December 31, 2001 of 10%, 3%
and 9% respectively. Rate increases in the group medical line resulted in a 6%
premium decrease due to non-renewal of existing business and lower new sales.
During 2001, the Company began offering a new accidental death product through
financial institutions. This business represents 4% of total accident and health
premium.


<PAGE>

The Company continues to match investment portfolio composition to liquidity
needs and capital requirements. Investment income decreased from $331 million in
2000 to $306 million in 2001 due to the Company's smaller invested asset base
from the ceded Investment Product block of business. Changes in interest rates
during 2001 and 2000 resulted in recognition of realized gains and losses upon
sales of securities. The Company had less capital losses from fixed income
investments in 2001 as compared to 2000. During 2001, the Company realized
equity losses due to sales of certain equity security assets with underlying
high yield bond investments.

BENEFITS

The total year-to-date policyholder benefit to premium ratio increased to 80% in
2001 from 78% in 2000. The group disability and dental, group medical, group
life and pre-need benefit to premium ratios for the year ended December 31, were
82%, 75%, 72% and 103% respectively in 2001 and 82%, 74%, 67% and 106%
respectively in 2000. Group life experienced unusually high mortality during
2001.

EXPENSES

Commission rates have increased from the levels in 2000. This is primarily due
to changes in the mix of business by product lines as well as the change in
first year versus renewal premiums.

The Company's general and administrative expense to premium ratio decreased to
19% in 2001 from 22% in 2000. During 2000, the Company incurred project and
system costs as well as new sales efforts resulting in unusually higher expenses
over 2001. The Company continues to monitor expenses, striving to improve the
expense to premium ratio, while maintaining quality and timely services to
policyholders.

MARKET RISK AND RISK MANAGEMENT

Interest rate risk is the Company's primary market risk exposure. Substantial
and sustained increases and decreases in market interest rates can affect the
profitability of insurance products and market value of investments. The yield
realized on new investments generally increases or decreases in direct
relationship with interest rate changes. The market value of the Company's fixed
maturity and mortgage loan portfolios generally increases when interest rates
decrease, and decreases when interest rates increase.

Interest rate risk is monitored and controlled through asset/liability
management. As part of the risk management process, different economic scenarios
are modeled, including cash flow testing required for insurance regulatory
purposes, to determine that existing assets are adequate to meet projected
liability cash flows. A major component of the Company's asset/liability
management program is structuring the investment portfolio with cash flow
characteristics consistent with the cash flow characteristics of the Company's
insurance liabilities. The Company uses computer models to perform simulations
of the cash flow generated from existing insurance policies under various
interest rate scenarios. Information from these models is used in the
determination of interest crediting strategies and investment strategies. The
asset/liability management discipline includes strategies to minimize exposure
to loss as market interest rates change. On the basis of these analyses,
management believes there is no material solvency risk to the Company with
respect to interest rate movements up or down of 100 basis points from year-end
levels.

Equity market risk exposure is not significant. Equity investments in the
general account are not material enough to threaten solvency and contract owners
bear the investment risk related to the variable products. Therefore, the risks
associated with the investments supporting the variable separate accounts are
assumed by contract owners, not by the Company. The Company provides certain
minimum death benefits that depend on the performance of the variable separate
accounts. Currently these death benefit risks are reinsured
which then protects the Company from adverse mortality experience and prolonged
capital market decline.

REGULATION

The Company is subject to the laws and regulations established by the Minnesota
State Insurance Department governing insurance business conducted in Minnesota
State. Periodic audits are conducted by the Minnesota 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.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The matters set forth under the caption "Market Risk" in Management's
Discussion and Analysis of Results of Operations (Item 7 of this report) are
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    "FORTIS BENEFITS Financial Statements" attached hereto as Exhibit No. 99 are
incorporated by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None


<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



Robert Brian Pollock, 47    President and Chief Executive Officer;
Director since 1988
Michael John Peninger, 47   Executive Vice President-(President-Group
Director since 1998         Nonmedical)
Benjamin Cutler, 58         Executive Vice President
Larry M. Cains, 56          Treasurer: Senior Vice President of Fortis, Inc.
Lesley Silvester, 56        Executive Vice President of Fortis, Inc.
Director since 2001
J. Kerry Clayton, 56        Chairman and Chief Executive Officer of Fortis, Inc.
Chairman of the Board       Before then President and Chief Operating Officer of
since 2000                  Fortis, Inc.;
Arie Aristide Fakkert, 58   General Manager of Fortis International N.V.
Director Since 1987
Alan W. Feagin, 56          Executive Vice President (President-Fortis Family)
Director since 1998
Katherine L. Greenzang, 38  Secretary; Senior Vice President-Legal of Fortis,
                            Inc.
Miles B. Yakre, 34          Vice President and Corporate Actuary; Vice
                            President and Corporate Actuary of Fortis, Inc.

    Fortis Benefits' officers serve at the pleasure of the board of directors,
and members of the board serve without compensation (except for expenses of
attending board meetings), until their successors are duly elected and
qualified.


<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

    Set forth below is certain information concerning the compensation of the
executive officers of Fortis Benefits.

                           SUMMARY COMPENSATION TABLE



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                           ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL POSITION                  YEAR     SALARY       BONUS    OTHER ANNUAL   RIGHTS AWARDED/     LTIP     ALL OTHER
                                                                            COMPENSATION   APPRECIATION      PAYOUTS  COMPENSATION
                                                                                           RIGHTS PLAN
----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>         <C>       <C>            <C>               <C>      <C>
ROBERT B. POLLOCK                             2002        0          0           0             0               0           0
  President and Chief Executive Officer       2001        0          0           0             0               0           0
                                              2000        0          0           0             0               0           0
----------------------------------------------------------------------------------------------------------------------------------
Michael J  Peninger                           2002     390,000     36,675        0           12,136         216,397     29,867
                                              2001     375,000    155,025        0           11,778          73,421     37,101
                                              2000     300,000    177,375        0            9,888          47,341     15,300
----------------------------------------------------------------------------------------------------------------------------------
Alan Feagin                                   2002     390,000    220,500        0           13,699         482,841     42,735
                                              2001     375,000     65,625        0           16,833          58,671     30,843
                                              2000     300,000     76,154        0           13,987          62,763     15,393
----------------------------------------------------------------------------------------------------------------------------------
William B Robinson                            2002     290,000    132,873        0           10,371               0     29,867
                                              2001     275,600     93,333        0            6,662          75,867     25,825
                                              2000     224,000    155,313        0            3,602          49,771      6,300
----------------------------------------------------------------------------------------------------------------------------------
Richard C. Myers Jr.                          2002     235,010     79,029        0            2,540         109,035     21,982
                                              2001     224,675     33,824        0            3,103          25,669     18,894
                                              2000     215,000     49,673        0            3,201          36,288     15,600
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



------------------------------
(1)  This column includes contributions made by Fortis Benefits for the year for
     the benefit for the named individual to a defined contribution retirement
     plan.

          Aggregated Appreciation Rights Exercised in Last Fiscal Year
                      and FY-End Appreciation Rights Values

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Value of Unexercised
                                                                       Number of Appreciation Rights      In-the-Money
                                                                       Unexercised at                     Appreciation Rights
                                                                       FY-End                             At FY-End

                                                                       Exercisable/                       Exercisable/
Name                       Rights Exercised     Value Realized         Unexercisable                      Unexercisable
---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                    <C>                                <C>

Robert B. Pollock                 0                    0                     0/0                               0/0
---------------------------------------------------------------------------------------------------------------------------------

Michael J Peninger                0                    0                18747/21106a                            *
                                                                          2089/2808c                            *
---------------------------------------------------------------------------------------------------------------------------------

Alan Feagin                       0                    0                28962/27724b                            *
                                                                          2129/2808c                            *
---------------------------------------------------------------------------------------------------------------------------------

William B Robinson                0                    0                    0/11029b                            *
                                                                          6353/1119c                            *
---------------------------------------------------------------------------------------------------------------------------------

Richard C. Myers Jr.              0                    0                  6579/5124b                            *
                                                                            484/519c                            *
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


a - rights related to Fortis Benefits Ins Co
b - rights related to Fortis Family
c - rights related to Fortis Inc
* - not available at this time




<PAGE>

                 Appreciation Rights Grants in Last Fiscal Year

<TABLE>
<CAPTION>

                                                                                                         Potential
                                                                                                         Realizable Value at
                                                                                                         Assumed Annual
                                                                                                         Rates of Right Price
                                                                                                         Appreciation
                                                                                                         for Option Term (b)
                                                                                                         -------------------

                                                       INDIVIDUAL GRANTS

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

                           APPRECIATION         % OF TOTAL RIGHTS
                           RIGHTS               GRANTED TO EMPLOYEES        STRIKE     EXPIRATION
NAME                       GRANTED (a)          IN FISCAL YEAR              PRICE        DATE              5%           10%
------------------------------------------------------------------------------------------------------------------------------

<S>                        <C>                  <C>                       <C>          <C>             <C>           <C>
ROBERT B. POLLOCK             0                         0                        0             0              0             0
------------------------------------------------------------------------------------------------------------------------------

Michael J Peninger          10636(c)                   32%                 $ 71.50      12/31/12        $46,218       $111,341
                             1500(e)                   32%                  169.00      12/31/12         15,407         37,115
------------------------------------------------------------------------------------------------------------------------------

Alan Feagin                 12199(d)                   48%                   62.34      12/31/12         46,219        111,343
                             1500(e)                   48%                  169.00      12/31/12         15,407         37,115
------------------------------------------------------------------------------------------------------------------------------

William B Robinson           4885(d)                   19%                   62.34      12/31/12         10,930         26,332
                              601(e)                   19%                  169.00      12/31/12          6,173         14,871
------------------------------------------------------------------------------------------------------------------------------

Richard C. Myers Jr.         2262(d)                    9%                   62.34      12/31/12          8,570         20,646
                              278(e)                    9%                  169.00      12/31/12          2,855          6,879
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(a)   These Rights are granted under the Fortis Appreciation Incentive Rights
      Plan. 75% of the value of the Rights granted to a participant have a
      strike price which is based upon the value, per Right, of one-ten
      millionth of the value of Fortis Benefits Insurance Company as of the
      first day of the most recent calendar year. The value is established by
      independent business appraisers. The value as of the three-year vesting
      date is based upon of one-ten millionth, subject to adjustment, of the
      value of Fortis Benefits Insurance Company as of such vesting date. The
      one-ten millionth fraction may be adjusted for certain fundamental events
      that might occur subsequent to the first day of the most recent calendar
      year. The Plan participant is entitled to the difference between the value
      per Right as of the exercise date and the strike price. The exercise right
      may be deferred for seven years beyond the three year vesting date. 25% of
      the value of the Rights granted to a participant are similarly based upon
      the value of Fortis, Inc., the U.S. holding company of Fortis Benefits
      Insurance Company and its U.S. affiliates. The valuation methodology of
      Fortis, Inc. and the vesting, exercise rights and deferral rights
      associated with those Rights are similar to that described above for
      Fortis Benefits Insurance Company related Rights.

(b)   The potential value assumes appreciation at the assumed annual rates
      indicated and assumes that the exercise rights are deferred for the
      complete seven year deferral period. If the Rights appreciate at lesser
      rates when calculated as provided in the Plan and/or the Rights are not
      deferred for the full possible deferral period, the realizable value will
      be less than as indicated in the table above.

(c)   Rights related to Fortis Benefits Insurance Company

(d)   Rights related to Fortis Family

(e)   Rights related to Fortis Inc

    As additional compensation to its employees and executive officers, Fortis
Benefits has established the Fortis Pension Plan and the Fortis Executive
Pension 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 social
security covered compensation. The compensation recognized under the plan is
limited by an amount ($295,000 in 2002) that is annually adjusted by an index.

    The following table illustrates the COMBINED estimated life annuity benefit
payable from the Fortis Pension Plan and the Fortis Executive Pension Plan to
employees with the specified Final Average Salary and years of service upon
retirement.

            COMBINED BENEFITS PAYABLE AS OF DECEMBER 31, 2002 UNDER
         THE FORTIS PENSION PLAN AND THE FORTIS EXECUTIVE PENSION PLAN
                        FOR EXECUTIVES RETIRING IN 2002*

<Table>
<Caption>
                                                      YEARS OF SERVICE
                             ------------------------------------------------------------------
2001 EARNINGS                   10         15         20         25         30          35
---------------------------  ---------  ---------  ---------  ---------  ---------  -----------

<S>                          <C>        <C>        <C>        <C>        <C>        <C>
$125,000...................    $14,672  $  22,008  $  29,344  $  36,681  $  44,017  $    51,353
 150,000...................     17,922     26,883     35,844     44,809     53,767       62,728
 175,000...................     21,172     31,758     42,344     52,931     63,517       74,103
 200,000...................     24,422     36,633     48,844     61,056     73,267       85,478
 225,000...................     27,762     41,508     55,344     69,181     83,017       96,853
 250,000...................     30,922     46,383     61,844     77,306     92,767      108,228
 275,000...................     33,842     50,764     67,685     84,606    101,527      118,449
 285,000...................     34,362     51,544     68,725     85,906    103,087      120,268
 295,000+..................     34,622     51,934     69,245     86,556    103,867      121,178
</Table>

ASSUMPTIONS:

Earnings remain constant
The benefit is based on the Final Average Benefit formula
The employee is age 60 in 2002

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

* The table excludes social security benefits. In general, for the purposes of
  these plans, compensation includes salary and bonuses. The credited years of
  service with Fortis Benefits for these individuals named in the Summary
  Compensation Table above are as follows: 20.5, 16, 13, 17 and 17,
  respectively.

    In addition, Fortis Benefits provides an unfunded Supplemental Executive
Retirement Plan for certain executives of Fortis Benefits. Under the
Supplemental Executive Retirement Plan ("SERP"), the annual benefit is
calculated by subtracting the benefit payable under the Fortis Pension Plan and
the estimated Social Security benefit from the "Target Benefit". The "Target
Benefit" is equal to 2.5% of Final Salary times years of service. Upon
retirement prior to age 60, early retirement reductions apply. The salary used
to calculate the Final Salary consists of regular compensation and the annual
target incentive bonus of the participant. Messrs. Pollock, Peninger, Feagin and
Robinson are participants in this plan.

    The following table illustrates the COMBINED estimated life annuity benefit
payable from the Fortis Pension Plan and the Fortis Executive Pension Plan to
employees with the specified Final Average Salary and years of service upon
retirement.

            COMBINED BENEFITS PAYABLE AS OF DECEMBER 31, 2002 UNDER
     THE FORTIS PENSION PLAN AND THE FORTIS EXECUTIVE PENSION PLAN AND SERP
                        FOR EXECUTIVES RETIRING IN 2002*

<TABLE>
<CAPTION>
                                                      YEARS OF SERVICE
                             ----------------------------------------------------------------
2002 EARNINGS                   10         15         20         25         30          35
---------------------------  ---------  ---------  ---------  ---------  ---------  ---------

<S>                          <C>        <C>        <C>        <C>        <C>        <C>
$  400,000.................   $ 82,192  $ 132,192  $ 182,192  $ 182,192  $ 182,192  $ 182,192
   600,000.................    132,192    207,192    282,192    282,192    282,192    282,192
   800,000.................    182,192    282,192    382,192    382,192    382,192    382,192
 1,000,000.................    232,192    357,192    482,192    482,192    482,192    482,192
 1,200,000.................    282,192    432,192    582,192    582,192    582,192    582,192
 1,400,000.................    332,192    507,192    682,192    682,192    682,192    682,192
 1,600,000.................    382,192    582,192    782,192    782,192    782,192    782,192
</TABLE>

ASSUMPTIONS:
Earnings (base plus target)
The benefit is based on the Final Average Benefit formula
The employee is age 60 in 2002 (NRA under SERP)

------------------------
* The table excludes social security benefits. In general, for the purposes of
  these plans, compensation includes salary and bonuses under the SERP. The
  credited years of service with Fortis Benefits for these individuals named in
  the Summary Compensation Table above are as follows: Pollock-21.6,
  Peninger-17.2, Feagin-13.7, Robinson 18.1, Meyers is not a SERP participant.
<PAGE>
ITEM 12.(a)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                  NUMBER OF     OF OUTSTANDING
     NAME AND ADDRESS OF BENEFICIAL OWNER          SHARES       VOTING SHARES
-----------------------------------------------  -----------  ------------------

<S>                                              <C>          <C>
Fortis, Inc.                                       1,000,000         100%
 One Chase Manhattan Plaza
 New York, NY 10005
</TABLE>


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

(b) Security Ownership of Management

    None

(c) Changes in Control

    None

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    None.

ITEM 14.  CONTROLS AND PROCEDURES

    The Company, under the direction of the Chief Executive Officer and the
    Chief Financial Officer, has established disclosure controls and procedures
    that are designed to ensure that information required to be disclosed by the
    Company in the reports that it files or submits under the Securities
    Exchange Act of 1934 is recorded, processed, summarized and reported within
    the time periods specified in the Securities and Exchange Commission's rules
    and forms. The disclosure controls and procedures are also intended to
    ensure that such information is accumulated and communicated to the
    Company's management, including the Chief Executive Officer and the Chief
    Financial Officer, as appropriate to allow timely decisions regarding
    required disclosures.

    Within 90 days of the filing of this report, the Chief Executive Officer and
    the Chief Financial Officer have reviewed and evaluated the Company's
    disclosure controls and procedures, Based on, and as of the date of, that
    review and evaluation, the Chief Executive Officer and the Chief Financial
    Officer have concluded that the Company's disclosure controls and procedures
    are effectively serving the stated purposes.

    In addition, there have been no significant changes in the Company's
    internal controls or in other factors that could significantly affect these
    controls subsequent to the date of their most recent evaluation. No
    significant deficiencies or material weaknesses in the internal controls
    were identified during the evaluation and, as a consequence, no corrective
    action is required to be taken.

<PAGE>



                                    PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)The following financial statements of Fortis Benefits Insurance Company
      are included in Item 8:

      Report of Independent Accountants

      Balance Sheets at December 31, 2002 and 2001

      Statements of Income for the years ended December 31, 2002, 2001, and 2000

      Statements of Changes in Shareholder's Equity for the years ended December
      31, 2002, 2001, and 2000

      Statements of Cash Flows for the years ended December 31, 2002, 2001, and
      2000.

      Notes to Financial Statements

(a)(2)The information required by the following financial statement schedules of
      Fortis Benefits Insurance Company are included in Item 8:

      I. Summary of Investments--Other than investments in Related
      Parties--Contained in the Notes to Financial Statements.

      II. Condensed Financial Information of Registrant--Not Applicable.

      III. Supplementary Insurance Information--Contained in Financial
      Statements and Notes to Financial Statements.

      IV. Reinsurance--Contained in the Notes to Financial Statements.

      V. Valuation and Qualifying Accounts--Contained in Financial Statements
      and Notes to Financial Statements.

    All other schedules to the financial statements required by Article 7 of the
    Regulation S-X are not required under the related instructions or are
    inapplicable and therefore have been omitted.

  (3) Listing of Exhibits

      3.(a) Articles of Incorporation of Fortis Benefits Insurance Company
      (incorporated by reference from Form S-6 Registration Statement of Fortis
      Benefits and its Variable Account C filed on March 17, 1986, File No.
      33-03919);

        (b) By-laws of Fortis Benefits Insurance Company (incorporated by
      reference from Form S-6 Registration Statement of Fortis Benefits and its
      Variable Account C filed on March 17, 1986, File No. 33-03919);

        (c) Amendments to Articles of Incorporation and By-laws dated November
      21, 1991 (incorporated by reference from Post-Effective Amendment No. 1 to
      the Form N-4 Registration Statement of Fortis Benefits and its Variable
      Account D filed on March 2, 1992, File No. 33-37577).

        (d) Amendments to By-laws dated May 1, 1999 (Filed as Exhibit 3(d) to
      Fortis Benefits' Form 10-K filed on March 30, 2001, File No. 33-63799).

      4.(a) Form of Combination Fixed and Variable Group Annuity Contract
      (incorporated by reference from Post-Effective Amendment No. 1 to the Form
      N-4 Registration Statement of Fortis Benefits and its Variable Account D
      filed on March 2, 1992, File No. 33-37577);

        (b) Form of Certificate to be used in connection with Contract filed as
      Exhibit 4(a) (incorporated by reference from the Post-Effective Amendment
      No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its
      Variable Account D filed on March 2, 1992, File No. 33-37577);



<PAGE>

        (c) Form of Application to be used in connection with Certificate filed
      as Exhibit 4(b) (incorporated by reference from Post-Effective Amendment
      No. 1 to the Form N-4 Registration Statement of Fortis Benefits and its
      Variable Account D filed on March 2, 1992, File No. 33-37577);

        (d) Form of IRA Endorsement (incorporated by reference from
      Pre-Effective Amendment No. 1 to Form N-4 Registration Statement of Fortis
      Benefits and its Variable Account D filed on March 28, 1991, File No.
      33-37577);

        (e) Form of Section 403(b) Annuity Endorsement (incorporated by
      reference from Post-Effective Amendment No. 3 to the Form N-4 Registration
      Statement of Fortis Benefits and its Variable Account D filed on March 1,
      1990, File No. 33-19421);

        (f) Annuity Contract Exchange Form (incorporated by reference from
      Pre-Effective Amendment No. 1 to the Form N-4 Registration Statement of
      Fortis Benefits and its Variable Account D filed on April 19, 1988, File
      No. 33-19421).

      10.(a) Fortis, Inc. Executive Incentive Compensation Plan (incorporated by
      reference from Amendment No. 1 to Form S-1 Registration Statement of
      Fortis Benefits filed on March 28, 1991, File No. 33-37576).

         (b) Fortis Appreciation Incentive Rights Plan. (Filed as exhibit 10(b)
      to Fortis Benefits' Form 10-K filed on March 29, 2000, File No. 33-37576).

      24. Power of Attorney for J. Kerry Clayton (incorporated by reference from
      Exhibit 11 to Form S-6 registration statement of Fortis Benefits, File No.
      33-73138 filed on December 17, 1993).

      99. Fortis Benefits Insurance Company Financial Statements.

      99.1 Written Statement of Chief Executive Officer.

      99.2 Written Statement of Chief Financial Officer.

(b)   Reports on Form 8-K filed in the fourth quarter of 2002

      None

(c)   Exhibits

      Included in 14 (a)(3) above

(d)   Financial Statements Schedules

      Included in 14 (a)(2) above



<PAGE>



                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 27th day of
March, 2003.

                                            FORTIS BENEFITS INSURANCE COMPANY
                                                        Registrant

                                By              /s/ ROBERT B. POLLOCK
                                      -----------------------------------------
                                                 Robert B. Pollock,
                                                    PRESIDENT AND
                                               CHIEF EXECUTIVE OFFICER

                                By             /s/ LARRY M. CAINS
                                      -----------------------------------------
                                                  Larry M. Cains
                                                    Treasurer


    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been duly signed below by the following persons on behalf of the
registrant and in the capacities and on this 27th day of March, 2003. The
following persons represent a majority of the Board of Directors of Fortis
Benefits Insurance Company:

                     *                      Chairman of the
     -------------------------------------   Board
             J. Kerry Clayton

             /s/ ROBERT B. POLLOCK          President and Chief
     -------------------------------------   Executive Officer
               Robert B. Pollock

             /s/ ALAN W. FEAGIN             Director
     -------------------------------------
               Alan W. Feagin

             /s/ MICHAEL J. PENINGER        Director
     -------------------------------------
               Michael J. Peninger

             /s/ LESLEY G. SILVESTER        Director
     -------------------------------------
               Lesley G. Silvester

*By          /s/ ROBERT B. POLLOCK
     -------------------------------------
              Robert B. Pollock,
              ATTORNEY-IN-FACT
<PAGE>


                        CERTIFICATION OF PERIODIC REPORT
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, the undersigned Chief Executive Officer of Fortis Benefits Insurance
Company (the "Company"), do hereby certify, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     1. I have reviewed the Annual Report on Form 10-K of the Company for the
period ended December 31, 2002 (this "Report");

     2. Based on my knowledge, this Report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the periods covered by this Report;

     3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in this Report;

     4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

     a)   Designated such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this Report is being
          prepared;

     b)   Evaluated the effectiveness of the Company's disclosure controls and
          procedures as of a date within 90 days prior to the filing date of
          this Report (the "Evaluation Date"); and

     c)   Presented in this Report our conclusions about the effectiveness of
          the disclosure controls and procedures based on our evaluation as of
          the Evaluation Date;

     5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors (or persons performing the equivalent functions):

     a)   All significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

     6. The Company's other certifying officers and I have indicated in this
Report whether there were significant changes in internal controls or in the
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 27, 2003

                             /s/  Robert B. Pollock
                             --------------------------
                             Robert B. Pollock
                             Chief Executive Officer




<PAGE>


                        CERTIFICATION OF PERIODIC REPORT
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, the undersigned Chief Financial Officer of Fortis Benefits Insurance
Company (the "Company"), do hereby certify, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     1. I have reviewed the Annaul Report on Form 10-K of the Company for the
period ended December 31, 2002 (this "Report");

     2. Based on my knowledge, this Report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the periods covered by this Report;

     3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in this Report;

     4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

     a)   Designated such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this Report is being
          prepared;

     b)   Evaluated the effectiveness of the Company's disclosure controls and
          procedures as of a date within 90 days prior to the filing date of
          this Report (the "Evaluation Date"); and

     c)   Presented in this Report our conclusions about the effectiveness of
          the disclosure controls and procedures based on our evaluation as of
          the Evaluation Date;

     5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit committee of
Company's board of directors (or persons performing the equivalent functions):

     a)   All significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

     6. The Company's other certifying officers and I have indicated in this
Report whether there were significant changes in internal controls or in the
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 27, 2003

                             /s/  Larry M. Cains
                             --------------------------
                             Larry M. Cains
                             Treasurer and Director