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                                                                Exhibit 99.10(B)

                    FORTIS APPRECIATION INCENTIVE RIGHTS PLAN
                     (AS ADOPTED EFFECTIVE JANUARY 1, 1999)

         The Fortis Appreciation Incentive Rights Plan (the "Plan") is hereby
adopted by Fortis, Inc. (the "Corporation") effective as of January 1, 1999.

                                    ARTICLE 1
                                     PURPOSE

         1.1 GENERAL. The Plan is intended to enhance the value, of Fortis, Inc.
and its subsidiaries by linking the financial interests of its eligible
employees to those of Corporation shareholders and by providing its eligible
employees with an incentive for outstanding performance. The Plan is further
intended to assist the Corporation in motivating, attracting, and retaining the
services of employees upon whose judgment, interest, and special effort the
successful conduct of the Company's operation is largely dependent. The Plan
addresses these objectives by providing eligible employees of the Corporation
and its operating subsidiaries with the opportunity to receive long term
incentive compensation based on the appreciation in value of Fortis, Inc. as
well as the appreciation in value of the Business Units with which the eligible
employee is affiliated.

                                    ARTICLE 2
                                   DEFINITIONS

         2.1 DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section unless a clearly different meaning is required by the context. The
following words and phrases shall have the following meanings:


                   (a) "Appraiser" shall mean an independent third party
         appraiser selected by the Committee from time to time to assist the
         Committee in establishing the value of the Corporation and the Business
         Units as of each Valuation Date.

                  (b) "Award" means a grant to a Participant of Fortis, Inc.
         Appreciation Incentive Rights and/or Business Unit Appreciation
         Incentive Rights.

                  (c) "Award Agreement" means any written agreement, contract,
         or other instrument or document evidencing an Award.

                  (d) "Board" means the board of directors of the Corporation.

                  (e) "Business Unit" shall mean each direct or indirect
         subsidiary of the Corporation which is designated by the Committee as
         eligible for participation in
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         the Plan. As of the Effective Date, the Business Units are listed on
         Appendix A to the Plan.

                  (f) "Business Unit Appreciation Incentive Right" shall mean a
         right granted to a Participant under Section 6.1 to receive a
         designated increase in the Entity Value of the applicable Business Unit
         from the date of the Award of such Right to the date of exercise of
         such Right.

                  (g) "Business Unit Executive" shall mean each President of a
         Business Unit and each other executive employee of a Business Unit who
         is designated by the Committee for participation in the Plan.

                  (h) "Change in Control of Corporation" means and includes each
         of the following:

                      (1)  The acquisition by any individual, entity or group
                           (within the meaning of Section 13(d)(3) or 14(d)(2)
                           of the Securities Exchange Act of 1934, as amended
                           (the "Exchange Act")) (a "Person") of beneficial
                           ownership (within the meaning of Rule 13d-3
                           promulgated under the Exchange Act) of 50% or more of
                           the combined voting power of the then outstanding
                           voting securities of the Corporation entitled to vote
                           generally in the election of directors (the
                           "Outstanding Corporation Voting Securities");
                           provided, however, that for purposes of this
                           subsection (1), the following acquisitions shall not
                           constitute a Change in Control: (i) any acquisition
                           by a person who is on the date of this Agreement the
                           beneficial owner of 50% or more of the Outstanding
                           Corporation Voting Securities, (ii) any acquisition
                           by any employee benefit plan (or related trust)
                           sponsored or maintained by the Corporation or any
                           corporation controlled by the Corporation, (iii) any
                           acquisition by any corporation pursuant to a
                           transaction which complies with clauses (i), (ii) and
                           (iii) of subsection (2) of this Section 2.1(h), or
                           (iv) any acquisition of the securities of any parent
                           of the Corporation; or

                      (2)  Consummation of a reorganization, merger, share
                           exchange or consolidation or sale or other
                           disposition, directly or indirectly, of 50% or more
                           of the net assets of the Corporation (a "Business
                           Combination"), in each case, unless, following such
                           Business Combination, (i) all or substantially all of
                           the individuals and entities who were the beneficial
                           owners of the Outstanding Corporation Voting
                           Securities immediately prior to such Business
                           Combination beneficially own, directly or indirectly,
                           more than 50% of the combined voting power of the
                           then outstanding voting securities entitled to vote
                           generally in the election of directors of the
                           corporation resulting from such Business Combination


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                           (including, without limitation, a corporation which
                           as a result of such transaction owns the Corporation
                           or all or substantially all of the Corporation's
                           assets either directly or through one or more
                           subsidiaries) in substantially the same proportions
                           as their ownership, immediately prior to such
                           Business Combination, of the Outstanding Corporation
                           Voting Securities, (ii) no person (excluding any
                           corporation resulting from such Business Combination
                           or any employee benefit plan (or related trust) of
                           the Corporation or such corporation resulting from
                           such Business Combination) beneficially owns,
                           directly or indirectly, 50% or more of the combined
                           voting power of the then outstanding voting
                           securities of such corporation except to the extent
                           that such ownership existed prior to the Business
                           Combination, and (iii) at least a majority of the
                           members of the board of directors of the corporation
                           resulting from such Business Combination were members
                           of the Board at the time of the execution of the
                           initial agreement, or of the action of the Board,
                           providing for such Business Combination, and for the
                           purposes of this provision 50% of the net assets of
                           the Corporation shall be determined on a consolidated
                           basis with all subsidiaries and shall be based on the
                           net book value of the operating assets being sold or
                           retained as reflected on the audited consolidated
                           financial statements of the Corporation and its
                           subsidiaries for the fiscal year ending immediately
                           before the fiscal year in which the effective date of
                           Business Combination occurs, provided that the
                           granting of a security interest in or a pledge of the
                           assets of the Corporation or a subsidiary of the
                           Corporation shall not be a Change in Control of
                           Corporation unless and until the holder of such
                           security interest or pledge has taken all formal
                           steps necessary to declare a default and realize on
                           such security interest or pledge; or

                      (3)  Approval by the shareholders of the Corporation of a
                           complete liquidation or dissolution of the
                           Corporation.

                  (i) A Change in Control of a Business Unit shall be determined
         on the same criteria as applied to a Change in Control of Corporation
         in Section 2.1(h) but with reference to such Business Unit only.

                  (j) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time, and all regulations promulgated thereunder.

                  (k) "Committee" means the committee established by the Board
         as described in Article 4.

                  (l) "Corporation" means Fortis, Inc., a Nevada corporation.



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                  (m) "Disability" shall have the same meaning as it has in the
         Corporation Employees Uniform Retirement Plan or any comparable plan
         that replaces such plan, as such plan may be amended from time to time,
         provided that, if such plan shall be terminated and not replaced by
         another comparable plan, then Disability shall mean any illness or
         other physical or mental condition of a Participant that renders the
         Participant incapable of performing his customary and usual duties for
         the Corporation or a Business Unit, or any medically determinable
         illness or other physical or mental condition resulting from a bodily
         injury, disease or mental disorder which, in the judgment of the
         Committee, is permanent and continuous in nature; and the Committee may
         require such medical or other evidence as it deems necessary to judge
         the nature and permanency of the Participant's condition.

                  (n) "Effective Date" shall mean January 1, 1999.

                  (o) "Entity Value" shall mean (i) with respect to Fortis, Inc.
         and the Business Units considered together, the aggregate value of such
         entities as determined by the Committee as of each Valuation Date, and
         (ii) with respect to each Business Unit, the value of such Business
         Unit as determined by the Committee as of each Valuation Date. The
         Committee shall determine the Entity Value of Fortis, Inc. and each
         Business Unit with finality in its sole and uncontrolled discretion,
         considering such factors as the Committee deems appropriate from time
         to time, provided that the Committee shall consider information
         provided by the Appraiser with respect to the value of Fortis, Inc. and
         each Business Unit. If Fortis, Inc. or a Business Unit is sold, then
         the Committee in its sole discretion may reduce or otherwise adjust the
         Entity Value of such business entity to take into account reductions in
         value related to the sale of such business entity, including but not
         limited to taxes, advisor fees, and severance costs.

                  (p) "Exercise Period" means the 45 day period following the
         formal announcement by the Committee of an Entity value.

                  (q) "Fortis, Inc. Appreciation Incentive Right" shall mean a
         right granted to a Participant under Section 6.1 to receive a fraction
         of the increase in the Entity Value of Fortis, Inc. from the effective
         date of the Award of such Right to the date of exercise of such Right.
         The fraction as of January 1, 1999 is one ten millionth and will be
         adjusted under Section 4.1.

                  (r) "Fortis, Inc. Officer" shall mean the Chief Executive
         Officer of the Corporation and any other officers of the Corporation
         who are designated by the Committee for participation in the Plan.

                  (s) "Outstanding Appreciation Incentive Right" shall mean an
         Appreciation Incentive Right which has been granted but which remains
         outstanding for any reason.



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                  (t) "Participant" means a person who, as an employee or
         officer of the Corporation or a Business Unit, has been designated by
         the Committee for participation in the Plan and who has been issued one
         or more Awards under the Plan.

                  (u) "Plan" means the Fortis Appreciation Incentive Rights
         Plan, as amended from time to time.

                  (v) "Retirement" (1), for officers and employees, shall have
         the same meaning as it has in the Corporation Employees Uniform
         Retirement Plan or any comparable plan that replaces such plan, as such
         plan may be amended from time to time, provided that, if such plan
         shall be terminated and not replaced by another comparable plan, then
         Retirement shall mean a Participant's termination of employment with
         the Corporation or a Business Unit after attaining any normal or early
         retirement age specified in any pension, profit sharing or other
         retirement program sponsored by the Corporation or a Business Unit, or,
         in the event of the inapplicability thereof with respect to the
         individual in question, as determined by the Committee in its
         reasonable judgment, and (2), for directors, shall mean any termination
         of service as a director. A Participant shall not be retired in a
         circumstance in which a Participant ceases to be an employee but
         continues as a director of the Corporation, until the Participant
         retires as a director.

                  (w) "Valuation Date" shall mean the last business day of each
         calendar year or such more frequent date as the Committee may so
         determine.

                                    ARTICLE 3
                                 ADMINISTRATION

         3.1 COMMITTEE. The Plan shall be administered by a committee (the
"Committee") appointed by the Board or, at the discretion of the Board from time
to time, the Plan may be administered by the Board. The members of the Committee
shall be appointed by and may be changed at any time and from time to time in
the discretion of the Board. During any time that the Board is acting as
administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
3.1) shall include the Board.

         3.2 ACTION BY THE COMMITTEE. For purposes of administering the Plan,
the following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Corporation or
any Business Unit, the Corporation's independent


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certified public accountants, or any executive compensation consultant or other
professional retained by the Corporation to assist in the administration of the
Plan.

         3.3 AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

                  (a) Designate Business Units that shall participate in the
         Plan;

                  (b) Designate Participants, determine the number of
         Appreciation Incentive Rights for each Participant, including the mix
         of each Participant's rights among Fortis, Inc. and one or more
         Business Units;

                  (c) Select the Appraiser, determine the Entity Values,
         Appreciation Incentive Right and adjust the number of Appreciation
         Incentive Rights from time to time under Section 4.2;

                  (d) Certify and announce the beginning of each 45-day
         Appreciation Unit Exercise Period under Article 7;

                  (e) Determine whether a Participant is Retired, Disabled, or
         has otherwise terminated employment;

                  (f) Determine whether a Change in Control of the Corporation
         or a Business Unit has occurred;

                  (g) Determine whether to modify the Valuation Date for the
         exercise of a given Appreciation Incentive Right under Article 7;

                  (h) Determine whether the payment for Appreciation Incentive
         Rights would violate restrictions of lenders under Section 7.6.

                  (i) Determine the terms and conditions of any Award granted
         under the Plan, including but not limited to, any restrictions or
         limitations on the Award, any schedule for lapse of forfeiture
         restrictions or restrictions on the exercisability of an Award, and
         accelerations or waivers thereof, based in each case on such
         considerations as the Committee in its sole discretion determines;

                  (j) Accelerate the vesting or lapse of restrictions of any
         outstanding Award, based in each case on such considerations as the
         Committee in its sole discretion determines;

                  (k) Prescribe the form of each Award Agreement, which need not
         be identical for each Participant;

                  (l) Decide all other matters that must be determined in
         connection with an Award;



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                  (m) Establish, adopt or revise any rules and regulations as it
         may deem necessary or advisable to administer the Plan;

                  (n) Make all other decisions and determinations that may be
         required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan; and

                  (o) Amend the Plan or any Award Agreement as provided herein.

         3.4. DECISIONS BINDING. The Committee's interpretation of the Plan, any
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.


                                    ARTICLE 4
              LIMITATION ON AWARD OF APPRECIATION INCENTIVE RIGHTS

         4.1. ADJUSTMENT OF VALUE OF AN APPRECIATION INCENTIVE RIGHT. The
Committee reserves the right as of any Valuation Date, to adjust the fraction
value of Appreciation Incentive Rights for the Corporation and/or any Business
Unit as the Committee deems appropriate in its sole discretion to reflect
contributions to capital to the Corporation and a Business Unit dividends,
extraordinary expenses, and such other financial events as the Committee deems
appropriate. If the fraction value of Appreciation Incentive Rights is so
adjusted, this shall adjust both Outstanding Appreciation Incentive Rights and
future grants of Appreciation Incentive Rights. Furthermore, if the fraction
value of Appreciation Incentive Rights is so adjusted, this shall be deemed to
automatically adjust the corresponding fractions set forth in Sections 2.1(o),
2.1(s), 6.1(b)(iv) and 7.5. For example, if as of a given Valuation Date the
Committee decided to adjust the number of Appreciation Rights of a given
Business Unit from one-ten millionth to one-eleven millionth, then each
Outstanding Appreciation Incentive Right for such Business Unit would thereafter
represent .0000000909 of the Entity Value of Such Business Unit for all purposes
under this plan.


                                    ARTICLE 5
                     GRANT OF APPRECIATION INCENTIVE RIGHTS

         5.1. GRANT OF APPRECIATION INCENTIVE RIGHTS. The Committee is
authorized to grant Appreciation Incentive Rights from time to time to
Participants as determined by the Committee in its sole discretion. All awards
of Appreciation Incentive Rights shall be evidenced by an Award Agreement. The
terms, methods of exercise, methods of settlement, and any other terms and
conditions of any Appreciation Unit shall be determined by the Committee at the
time of the grant of the Award and shall be reflected in the Award Agreement.




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                                    ARTICLE 6
              VESTING AND EXERCISE OF APPRECIATION INCENTIVE RIGHTS

         6.1. VESTING OF APPRECIATION INCENTIVE RIGHTS. Each Award of
Appreciation Incentive Rights shall vest as of the third anniversary of the
effective date the Award was granted and the Participant must be actively
employed by the Company or a Business Unit as of such date for vesting to occur.
However, (i) a Participant shall become fully vested in all of his Appreciation
Incentive Rights as of the date of a Fortis, Inc. Change in Control; (ii) if a
Business Unit Change in Control occurs, then all Appreciation Incentive Rights
issued with respect to such Business Unit shall become fully vested as of the
date of such Change in Control; and (iii) if a Participant Retires, becomes
Disabled, or dies, then the Participant shall vest in 1/36th of each award for
each month elapsed from effective date of grant to the date of termination. For
this purpose, a Participant who works during any part of a calendar month shall
be deemed to have worked for the entire calendar month.

         6.2 EXERCISE OF APPRECIATION INCENTIVE RIGHTS. Appreciation Incentive
Rights which have become vested may be exercised by a Participant only during an
Exercise Period. A terminated Participant must exercise all vested Appreciation
Incentive Rights during the next Exercise Period following his termination of
employment from the Corporation and all Business Units. A Participant who dies,
becomes Disabled, or Retires must exercise no later than First Exercise Period
following First anniversary of death, Disability, or Retirement. Any
Appreciation Incentive Rights not exercised as provided in this Section shall be
forfeited.

         6.3 MANDATORY EXERCISE OF APPRECIATION INCENTIVE RIGHTS.
Notwithstanding anything to the contrary in this Plan, all vested Appreciation
Incentive Rights granted in an Award shall be automatically exercised on the
10th anniversary of the effective date the Award was granted.

         6.4 DISCRETIONARY EXERCISE OF APPRECIATION INCENTIVE RIGHTS. The
Committee may at its discretion force the early exercise of Rights in order to
facilitate any reorganization, recapitalization, or other need of the
corporation. In requiring such mandatory exercise, the Committee in its
discretion shall select in its discretion which Outstanding Appreciation
Incentive Rights shall be exercised, without requirement that such exercise
affect Participants on an equal or pro rata basis.

         6.5 RIGHT TO PAYMENT. Upon the exercise of an Appreciation Unit, the
Participant to whom it is granted has the right to receive the excess, if any,
of:

                  (i) One ten millionth (.0000001)(as adjusted under Section
         4.2) of the Entity Value of Fortis, Inc. or the applicable Business
         Unit as of the Valuation Date immediately preceding the date of
         exercise, minus



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                  (ii) One ten millionth (.0000001)(as adjusted under Section
         4.2) of the Entity Value of Fortis, Inc. or the applicable Business
         Unit as of the Valuation Date immediately preceding the date of grant
         (as specified in Award Agreement).

         Upon exercise, the value of all Appreciation Incentive Rights shall be
paid solely in cash in one lump sum, unless payment is deferred by the
Participant pursuant to Article 8.

         6.6 BENEFICIARIES. A Participant may, in the manner determined by the
Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant's
death. A beneficiary, legal guardian, legal representative, or other person
claiming any rights under the Plan is subject to all terms and conditions of the
Plan and any Award Agreement applicable to the Participant, except to the extent
the Plan and Award Agreement otherwise provide, and to any additional
restrictions deemed necessary or appropriate by the Committee. If no beneficiary
has been designated or survives the Participant, payment shall be made to the
Participant's estate. Subject to the foregoing, a beneficiary designation may be
changed or revoked by a Participant at any time provided the change or
revocation is filed with the Committee.

         6.7 RESTRICTIONS OF LENDERS. The Corporation's obligations under this
Plan shall be subject to, and may from time to time be prohibited by, agreements
that may be in effect from time to time among or between the Corporation or any
of its parents or Business Units and their respective lenders. In the event that
the Corporation would not be able to perform any of its agreements or fulfill
any of its obligations hereunder without violating such a loan agreement, the
Corporation shall be excused from such performance or fulfillment with no
liability therefor to the Participant; provided that if and when such
performance or fulfillment would no longer be such a violation, the Corporation
shall have the obligation to complete such performance or fulfillment at that
time.



                                    ARTICLE 7
              DEFERRAL OF PAYMENT FOR APPRECIATION INCENTIVE RIGHTS

         7.1 ELECTION TO DEFER PAYMENT UPON EXERCISE OF APPRECIATION INCENTIVE
RIGHTS. A Participant may elect to defer receipt of the cash payment that would
otherwise be payable upon exercise of an Appreciation Incentive Right under
Article 6. Such election shall be made in writing and delivered to the Committee
not later than the day preceding the vesting date for the Appreciation Incentive
Rights with respect to which the Participant wishes to defer payment. As elected
by the Participant, such payment may be deferred under the terms of the Fortis
Deferred Investment Plan, and such deferral shall be governed solely by the
terms of such Plan.





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                                    ARTICLE 8
                     AMENDMENT, MODIFICATION AND TERMINATION

         8.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without shareholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
shareholders of the Corporation if such approval is necessary or deemed
advisable with respect to tax, securities or other applicable laws, policies or
regulations.

         8.2 RIGHTS PREVIOUSLY GRANTED. At any time and from time to time, the
Committee may amend, modify or terminate any outstanding Appreciation Incentive
Right; provided, however, that such amendment, modification or termination shall
not, without the Participant's consent, reduce or diminish the value of such
Appreciation Incentive Right determined as if the Right had been exercised,
vested, cashed in or otherwise settled on the date of such amendment or
termination.


                                    ARTICLE 9
                               GENERAL PROVISIONS

         9.1. GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         9.2. NO RIGHTS TO AWARDS. No Participant or any eligible participant
shall have any claim to be granted any Award under the Plan, and neither the
Corporation nor the Committee is obligated to treat Participants or eligible
participants uniformly.

         9.3. NO STOCKHOLDER RIGHTS. No Award gives the Participant any of the
rights of a shareholder of the Corporation.

         9.4 NO SALE OR ASSIGNMENT OF AWARDS. Appreciation Incentive Rights
granted under this Plan may not be sold, assigned, devised, or transferred by a
Participant or Beneficiary in any manner whatsoever. Appreciation Incentive
Rights granted under this Plan shall not be subject to any lien, directly, by
operation of law or otherwise, including but not limited to execution, levy,
garnishment, attachment, pledge or bankruptcy.

         9.5 PLAN IS UNFUNDED. This Plan is unfunded, and no assets have been
set aside in trust, escrow, or otherwise to pay benefits hereunder. The benefits
paid hereunder shall be paid solely from the general assets of the Corporation.
No Participant shall have any claim to payment hereunder greater than that of a
general, unsecured creditor of the Corporation.



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         9.6. WITHHOLDING. The Corporation and each Business Unit shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Corporation, an amount sufficient to satisfy federal, state, and local
taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan.

         9.7. NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any Award
Agreement shall interfere with or limit in any way the right of the Corporation
or any Business Unit to terminate any Participant's employment or status as an
officer, director or consultant at any time, nor confer upon any Participant any
right to continue as an employee or officer of the Corporation or any Business
Unit.

         9.8 TERMINATION OF EMPLOYMENT. Whether military, government or other
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee in its discretion and in
accordance with law, and any determination by the Committee shall be final and
conclusive. A termination of employment shall not occur when a Participant
transfers from the Corporation to one of its subsidiaries or parents, transfers
from a subsidiary or parent to the Corporation, transfers from a parent to a
parent or transfers from a subsidiary to another subsidiary. A termination of
employment shall not occur when a Participant ceases to be an employee but
continues as a director of the Corporation.

         9.9. INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee and each other officer or employee of the
Corporation who assists in the administration of the Plan shall be indemnified
and held harmless by the Corporation from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by such member in connection
with or resulting from any claim, action, suit, or proceeding to which such
member may be a party or in which he may be involved by reason of any action or
failure to act under the Plan and against and from any and all amounts paid by
such member in satisfaction of judgment in such action, suit, or proceeding
against him provided he gives the Corporation an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend
it on his own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Corporation's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Corporation may have to
indemnify them or hold them harmless.

         9.10. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall
be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the
Corporation or any Business Unit unless provided otherwise in such other plan.

         9.11. EXPENSES. The expenses of administering the Plan shall be borne
by the Corporation and its Business Units.



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         9.12. TITLES AND HEADINGS. The titles and headings of the Sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         9.13. GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of New York.

         9.14 ADDITIONAL PROVISIONS. Each Award Agreement may contain such other
terms and conditions as the Committee may determine; provided that such other
terms and conditions are not inconsistent with the provisions of this Plan.

         IN WITNESS WHEREOF, the foregoing is hereby acknowledged as being the
Fortis Business Unit Appreciation Incentive Rights Plan as adopted by the Board
of Directors of the Corporation on December 7, 1999.

                                  FORTIS, INC.


                                  By:  __________________________
                                       J. Kerry Clayton

                                  Its: ___________________________
                                       President




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                                   APPENDIX A

                 BUSINESS UNITS DESIGNATED UNDER SECTION 2.1(e)


                   Fortis, Inc.
                   Fortis Health Care
                   Fortis Benefits
                   Fortis Family
                   Fortis Financial Group
                   Assurant Group (effective January 1, 2000)
                   American Security Group (for 1999 only)
                   Fortis Advisers
                   Fortis Investors
                   ACSIA
                   First Fortis
                   Long Term Care







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