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                                   EXHIBIT 10

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                        ADMINISTRATIVE SERVICE AGREEMENT


     THIS ADMINISTRATIVE SERVICE AGREEMENT (this "Agreement") is made this
_______ day of _________________, 1995, by and among First Fortis Life Insurance
Company ("FFLIC"), a New York corporation, and Fortis Benefits Insurance Company
("FBIC"), a Minnesota corporation.

     FBIC has extensive experience in the operations of its business and has
trained personnel, equipment, and facilities for conducting its present and
future operations. FFLIC herein is contracting with FBIC to perform services
related to FFLIC's production of the following types of insurance products:

     Group:  Group Life and AD&D; Group Long and Short Term Disability;
     Dental; Self Funded Life, Dental and Disability; and other employee
     benefit related products as developed.

     Individual:  Variable Annuity and Market Value Adjusted Variable
     Annuity; and other annuity and life products as developed.

1.   RELATIONSHIP OF PARTIES

     Neither FBIC nor FFLIC shall act or hold itself out as the agent of
     the other.  Employees of FBIC providing services to FFLIC pursuant to
     this Agreement shall provide such services as employees of FBIC. The
     facilities used by FBIC in providing such services shall be deemed to
     be owned and operated by FBIC and, unless otherwise provided in
     writing, shall not be considered as being leased to FFLIC.

     Employees, officers and directors of FFLIC, who are also employees,
     officers and directors of FBIC, shall serve without personal
     compensation from FFLIC. The cost of these services will be billed to
     FFLIC as provided in paragraph 4.A.

2.   USE OF THIRD PARTIES

     FBIC and FFLIC each retain the right to contract with any unaffiliated
     third party for the performance of services or use of facilities.

3.   PERFORMANCE OF ADMINISTRATIVE SERVICES AND JOINT USE OF FACILITIES

A.   SERVICES

     Pursuant to guidelines established by FFLIC's Board of Directors and
     pursuant to FFLIC's direction, FBIC may from time to time perform
     services for FFLIC hereunder of a type similar to that which FBIC
     customarily performs in the course of its own insurance operations.
     The services which FBIC may perform in whole or in part for FFLIC
     include, without limitation:

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     (a)  Legal and actuarial services needed by FFLIC to assist it in
          qualifying to conduct its business in such jurisdictions as
          FFLIC shall select, including the requisite policy and contract
          filings for approval, reinsurance agreements and other requisite
          contracts that may be necessary for operations.

     (b)  Advice and counsel with respect to complex cases where FFLIC's
          underwriters lack sufficient expertise.  Advice and counsel will
          be in accordance with FFLIC underwriting standards and final
          decision authority rests with FFLIC.

     (c)  Advice and counsel with respect to complex cases where FFLIC's
          claims personnel lack sufficient expertise.  Advice and counsel
          will be in accordance with FFLIC claims standards and final
          decision authority rests with FFLIC.

     (d)  Actuarial services which may include product development,
          pricing, valuation and compliance.

     (e)  Assist FFLIC in the design of marketing materials and developing
          product and training materials and programs, subject to final
          approval by FFLIC.

     (f)  Electronic information processing services as necessary or
          appropriate in connection with the other services provided
          hereunder.

     (g)  Legal support services customarily performed by in-house legal
          counsel.

     (h)  Accounting services necessary to support preparation of
          customary financial reporting, including preparation of
          financial statements on both STAT and GAAP bases and tax
          returns.

     (i)  Auditing services which may include review of financial records
          and a review of specific functions and activities in order to
          ensure compliance with FFLIC's established policy.  This
          auditing provision shall not apply to FFLIC's audit of FBIC's
          services performed pursuant to this Agreement.

     (j)  Assist FFLIC in the design and printing of general use forms
          including, but not limited to, policy/certificate, claim,
          policyholder service, accounting and other forms used in the
          normal course of business.  Final approval of such forms is the
          responsibility of FFLIC.

     (k)  Provision of information for preparation of financial statements
          required by any properly constituted regulatory body.

     FBIC may provide the above-listed services to FFLIC except for any
     services which FFLIC's Board of Directors, or any authorized committee
     thereof, expressly decides to have either FFLIC or another third party
     perform.

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     FBIC will perform the administrative services under this Agreement
     with the same standards of care, prudence and diligence which it
     exercises in the performance of its own administrative
     responsibilities.  In the performance of its duties hereunder, FBIC
     will be subject always to the direction and supervision of FFLIC's
     Board of Directors, or any authorized committee thereof, and the
     instructions of appropriate officers of FFLIC.  It is understood that
     FFLIC has certain obligations under the Commitment Letter to the New
     York Insurance Department dated March 23, 1989, and it is agreed that
     no services will be provided under the Agreement in violation of the
     aforementioned Commitment Letter.

B.   ADDITIONAL SERVICES

     In accordance with the waiver request to the New York Insurance
     Department dated September 23, 1991, FBIC may provide FFLIC on an
     ongoing basis with storage and retrieval of files closed prior to
     FFLIC's purchase of certain of the Mutual Benefit Life Insurance
     Company group business on October 1, 1991.

C.   FACILITIES

     FBIC agrees to make available its facilities to FFLIC as FFLIC may
     determine to be reasonably necessary in the conduct of its insurance
     operations.  The facilities of FBIC which FFLIC may use in whole or in
     part shall include, but need not be limited to: electronic data
     processing equipment; business property, whether owned or leased;
     communication equipment; security vault; and filing space.

D.   BEST EFFORTS

     FBIC agrees at all times to use its best efforts to maintain
     sufficient personnel and facilities of the kind necessary to perform
     this Agreement, in accordance with the reasonable requests of FFLIC.
     If, however, FBIC determines that for any reason, including its own
     needs, it is or will be unable to perform any services or provide any
     facility under this Agreement, it shall immediately notify FFLIC so
     that FFLIC can make other arrangements.

E.   DESIGNATED PERSONNEL

     Employees of FBIC who are designated by FBIC to perform services for
     FFLIC pursuant to this Agreement shall at all times remain employees
     of the FBIC.  FBIC shall alone retain full liability to such personnel
     for their welfare, salaries, fringe benefits, legally required
     employee contributions and tax obligations. With regard to all of its
     employees, FFLIC shall alone retain full liability to such personnel
     for their welfare, salaries, fringe benefits, legally required
     employee contributions and tax obligations.

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F.   STATUS OF FACILITIES

     No facility of FBIC used in performing services for or subject to use
     by FFLIC shall be deemed to be transferred, assigned, conveyed or
     leased to FFLIC by performance or use pursuant to this Agreement,
     except as FBIC and FFLIC may otherwise agree in writing.

     In providing any service which requires the exercise of judgment, FBIC
     will endeavor to perform any such service in accordance with any
     reasonable and appropriate standards and guidelines FFLIC develops and
     communicates to FBIC.

G.   CONTROL

     The performance or receipt of services or the making available or use
     of facilities pursuant to this Agreement shall in no way impair the
     absolute control of the business and operations of each of the parties
     by its own management.

     FBIC shall not be liable for its actions or omissions in furnishing
     services and facilities where FBIC acted in good faith without gross
     negligence.

4.   DETERMINATION OF CHARGES

     Expenses incurred by FBIC, as a result of providing services to FFLIC
     under this Agreement, will be determined as follows and billed
     quarterly to FFLIC.

A.   CHARGES

     Services shall be provided by FBIC hereunder at cost, and apportioned
     on a fair and equitable basis, using reasonable estimates based on
     time, the salary of the individual(s) providing the service, a
     reasonable charge for supporting clerical services, and overhead,
     including payroll taxes, employee benefits, rent and other
     administrative and operating expenses, in conformity with generally
     accepted accounting principles, New York Insurance Department
     Regulation 33 and Section 1505 of the New York Insurance Law.

     Any controversy or claim between FBIC and FFLIC arising out of this
     Agreement or its breach shall be resolved by arbitration to be held in
     New York State. The arbitrators will interpret this Agreement in
     accordance with the usual business practices, rather than strict
     technicalities or rules of law.  Three arbitrators will decide any
     differences.  They must be officers of life insurance companies other
     than the parties to this Agreement , their parents, subsidiaries and
     affiliates.  One of the arbitrators is to be appointed by FBIC and one
     by FFLIC and these two will select a third.  If the two are unable to
     agree on a third, the choice will be left to the American Arbitration
     Association or its successor organization.  The arbitrators' decision
     will be by majority vote and no appeal will be taken from it.  The
     expenses of the arbitrator chosen by each of the parties shall be
     borne by the respective party,

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     and the expenses of the third arbitrator and the expense of arbitration
     shall be borne equally by FBIC and FFLIC.

B.   PAYMENT

     No later than 60 days after the end of each calendar quarter, FBIC
     will submit to FFLIC a written statement of the estimated amount of
     the apportioned expenses for such quarterly period, showing the basis
     for the estimated apportionment for each item.  FFLIC will pay to FBIC
     within 30 days following receipt of such statement the amount set
     forth therein.

     Within 120 days after the end of each calendar year, FBIC will submit
     to FFLIC a written statement of actual apportioned expenses for such
     preceding calendar year (including charges not included in any
     previous statement) showing the basis for the apportionment of each
     item.  Any difference between the estimated payments made in the
     preceding calendar year and the actual apportioned expenses shall be
     paid or refunded within 30 days following receipt of such statement of
     actual apportioned expenses.

5.   RECORDS AND DOCUMENTS

     FBIC will maintain its books, records and accounts so as to clearly
     and accurately disclose the nature and details of the services
     furnished hereunder, in keeping with prudent standards of insurance
     recordkeeping and in accordance with the requirements of Section 1505
     of the New York Insurance Law.  FFLIC may at its own expense and at
     any reasonable time audit such books, accounts and records insofar as
     they relate to the determination of FBIC's charges hereunder.

     All books, records and files established and maintained by FBIC by
     reason of its performance under the Agreement, which absent this
     Agreement would have been held by FFLIC shall be subject to
     examination at all times by FFLIC and persons authorized by it or any
     governmental agency having jurisdiction over FFLIC and appropriate
     copies of such records shall be delivered to FFLIC at least quarterly.
     With respect to accounting and statistical records prepared by FBIC
     under this Agreement, summaries of such records shall be delivered to
     FFLIC within 60 days from the end of the quarter to which the records
     pertain.

6.   COMPLIANCE WITH APPLICABLE LAW; GOVERNING LAW

     FFLIC and FBIC shall comply with all applicable federal, state and
     local laws and rules, regulations or rulings issued under such laws.
     This Agreement is made pursuant to and shall be subject to and
     interpreted under the laws of the State of New York.

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7.   NOTICE

     All notices, statements or requests furnished under this Agreement
     shall be duly given either by FBIC or FFLIC upon delivery by hand or
     by facsimile transmission to an officer of the other, or when
     deposited with the U.S. Postal Service, as certified mail, postage
     prepaid, addressed to the other at its principal office to the
     attention of the Chief Executive Officer or to such other person or
     place as that party may from time to time designate by written notice
     provided in this paragraph 7.

8.   EFFECTIVE DATE; TERMINATION; ASSIGNMENT

     The effective date of this Agreement shall be March 1, 1994, and the
     Agreement shall continue in force until terminated as provided herein.
     This Agreement may be terminated by either party at any time subject
     to thirty days written notice to the other party, except that, with
     regard to electronic data processing operations, such written notice
     shall be 180 days.  Upon termination of the electronic data processing
     operations provided by FBIC under this Agreement, and subject to the
     terms and conditions (including any limitations and restrictions) of
     any applicable software or hardware licensing agreement then in effect
     between FBIC and any licensor, FBIC shall grant to FFLIC a perpetual
     license to use any electronic data processing software developed by
     FBIC in connection with the services provided to FFLIC hereunder, if
     such software is not commercially available and is necessary, in
     FFLIC's reasonable judgment, for FFLIC to perform subsequent to
     termination of the functions provided by FBIC hereunder.  This
     Agreement may be assigned by either party only with the prior written
     consent of the other party.

9.   HEADINGS

     The headings contained in this Agreement are inserted for convenience
     and are not intended to be part of this Agreement.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date and year first above written.


                         FIRST FORTIS LIFE INSURANCE COMPANY


                         By:  __________________________________

____________________     Name:__________________________________
Witness
                         Title: ________________________________

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                         FORTIS BENEFITS INSURANCE COMPANY


                         By:  __________________________________

____________________     Name:__________________________________
Witness
                         Title: ________________________________



                         By:  __________________________________

____________________     Name:__________________________________
Witness
                         Title: ________________________________

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