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                                                                    Exhibit 10.5




                            FORTIS EXECUTIVE PENSION
                                 AND 401(K) PLAN

          AMENDED, RENAMED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001
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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                    <C>
ARTICLE 1 - INTRODUCTION.............................................   1

ARTICLE 2 - ELIGIBILITY AND PARTICIPATION............................   1

ARTICLE 3 - PENSION BENEFITS.........................................   2

ARTICLE 4 - 401(k) BENEFITS..........................................   3

ARTICLE 5 - VESTING..................................................   4

ARTICLE 6 - DISTRIBUTION OF BENEFITS.................................   5

ARTICLE 7 - FUNDING OF PLAN..........................................   6

ARTICLE 8 - ADMINISTRATION OF THE PLAN...............................   6

ARTICLE 9 - AMENDMENT AND TERMINATION................................   7

ARTICLE 10 - MISCELLANEOUS...........................................   7

ARTICLE 11 - CLAIMS PROCEDURE........................................   8

ARTICLE 12 - DEFINITIONS.............................................  10
</TABLE>
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                                    ARTICLE 1
                                  INTRODUCTION

Effective as of January 1, 1994, Fortis, Inc. established the Fortis, Inc.
Executive Retirement and Profit Sharing Plan. The purpose of the Plan is to help
the Company retain employees of outstanding ability and to enable eligible
employees to receive enhanced retirement benefits.

Effective as of January 1, 2001, Fortis, Inc. has amended, renamed and restated
the Plan in its entirety, as set forth in this document.

This document serves as both the Plan document and the Plan's summary plan
description. Certain important terms in this Plan are capitalized and have the
meanings set forth in Article 12, unless the context indicates otherwise. The
masculine gender, where appearing in the Plan, shall be deemed to include the
feminine gender, unless the context clearly indicates to the contrary.

                                    ARTICLE 2
                          ELIGIBILITY AND PARTICIPATION

2.01  Pension Benefits. An Employee shall become a Participant in Article 3 of
      this Plan (Pension Benefits) on the later of (i) the date the Employee
      becomes a Participant in the Pension Plan; or (ii) the first day of the
      Plan Year in which he has Executive Compensation in excess of the Code
      Section 401(a)(17) limits. Notwithstanding the foregoing, if an Employee
      was a Participant in the ABIG Plan as of December 31, 2000 and such
      Employee did not elect to have his accrued benefit determined after
      December 31, 2000, as a pension equity benefit under the Pension Plan,
      then such Employee shall not participate in the Pension portion of this
      Plan.

2.02  401(k) Benefits. An Employee shall become a Participant in Article 4 of
      this Plan (401(k) Benefits) on the later of (i) the date the Employee
      becomes eligible to receive the Employer Matching Contribution under the
      401(k) Plan; or (ii) the first day of the Plan Year in which he has
      Executive Compensation in excess of the Code Section 401(a)(17) limits.
      Notwithstanding the foregoing, if an Employee was a Participant in the
      ABIG Plan as of December 31, 2000 and such Employee did not elect to have
      his accrued benefit determined after December 31, 2000 as a pension equity
      benefit under the Pension Plan, then such Employee shall not participate
      in the 401(k) portion of this Plan.

2.03  Character of Plan as a "Top Hat" Plan. Notwithstanding the foregoing, this
      Plan is intended to be an unfunded plan maintained primarily for the
      benefit of management and highly compensated employees, and the Committee
      shall be authorized to terminate the future participation of any Employee
      if it determines


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      that continued participation by such Employee would jeopardize the Plan's
      purpose.

                                    ARTICLE 3
                                PENSION BENEFITS

3.01  General Description. A Participant's Pension Benefit will equal the
      additional benefit that the Participant would have been entitled to
      receive under the Pension Plan if the Pension Plan took into account a
      Participant's Executive Compensation. The precise method for calculating a
      Participant's Retirement Benefit under this Plan is described below.

3.02  Method for Calculating Retirement Benefits. A Participant's Pension
      Benefit under this Plan will be the amount determined under (a) below,
      minus the sum of the amounts under (b), (c), (d) and (e) below, as
      applicable, where:

      (a)   equals the lump sum benefit the Participant would have been entitled
            to receive under the Pension Plan as of the date the Pension Benefit
            is payable under this Plan, if the Pension Plan took into account
            his Executive Compensation, and disregarding the $15,000 limitation
            on lump sum payments contained in the Pension Plan;

      (b)   equals the lump sum benefit that the Participant would be entitled
            to receive under the Pension Plan as of the date the Pension Benefit
            is payable under this Plan (regardless of when and in what form the
            benefit under the Pension Plan is actually paid), disregarding the
            $15,000 limitation on lump sum payments contained in the Pension
            Plan;

      (c)   equals the lump sum value of any benefit that a Participant who was
            formerly employed by Mutual Benefit Life Insurance Company ("MBL")
            is entitled to receive under the terms of the Mutual Benefit Life
            Defined Benefit Excess Benefit Plan (revised effective as of July 1,
            1991) or any other excess benefit plan ever maintained by MBL, with
            the lump sum offset to be the greater of (i) present value
            determined using the same actuarial assumptions as those used to
            calculate a lump sum payment under the Pension Plan or (ii) the lump
            sum actually payable under the Mutual Benefit Life Defined Benefit
            Excess Benefit Plan or any other excess benefit plan ever maintained
            by MBL (as applicable);

      (d)   equals the lump sum value of any benefit that a Participant who was
            formerly employed by John Alden Life Insurance Company (or any of
            its subsidiaries or affiliates) ("Alden") is entitled to receive
            under the terms of the John Alden Senior Executive Supplemental
            Retirement Plan ("Alden SESRP"), or any other excess benefit plan
            ever maintained by Alden; with


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            the lump sum offset to be the greater of (i) present value
            determined using the same actuarial assumptions as those used to
            calculate a lump sum payment under the Pension Plan or (ii) the lump
            sum actually payable under the Alden SESRP; and

      (e)   equals the lump sum value of any benefit that a Participant who was
            formerly employed by American Bankers Insurance Group, Inc. (or any
            of its subsidiaries or affiliates) ("ABIG") is entitled to receive
            under the terms of the American Bankers Insurance Group, Inc.
            Non-Qualified Supplemental Benefit Plan; provided, however, that a
            person formerly employed by ABIG shall participate in Article 3
            under this Plan only if such person elected to be covered under the
            pension equity formula under the Pension Plan as of January 1, 2001.


                                    ARTICLE 4
                                 401(K) BENEFITS

4.01  Amount of Benefits. Each Plan Year, the Company will credit to the
      Participant's Account Seven Percent (7%) of a Participant's Executive
      Compensation that exceeds the Participant's Annual Compensation.

4.02  Eligibility to Receive 401(k) Benefits. In order to be eligible to be
      credited with a 401(k) Benefit under this Plan, a Participant must be
      actively employed by an Employer on the last regularly scheduled work day
      of the Plan Year, or have terminated employment during such Plan Year on
      account of Retirement, Disability, or death.

4.03  Timing of Benefit Credits. 401(k) Benefits earned under the Plan will be
      credited to Participant Accounts at the same time as Employer Matching
      Contributions are made under the 401(k) Plan each Plan Year.

4.04  Individual Accounts. The amount of any 401(k) Benefits to which a
      Participant is entitled will be credited to an Account used for
      bookkeeping purposes only. Any income or loss on those amounts will also
      be credited to the Participant's Account.

4.05  Investment of Accounts. Amounts credited to a Participant's Account will
      be invested in the Vanguard Prime Money Market Fund until such time as the
      Participant requests that such amounts be re-allocated to such other
      investment fund(s) as may be made available to Participants under the
      401(k) Plan from time to time. Such amounts may be re-allocated by the
      Participant thereafter among such investment funds at such times as
      permitted by the Committee on a basis applied uniformly to all
      Participants. The shares of such investment funds shall be legally owned
      by the Company. Such investments shall merely indicate the rate of return
      on the amounts credited to a Participant's Account, and shall not


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      give the Participant an ownership interest, security interest, or
      preferred claim on the Company's interest in such investments.
      Participants' Accounts will be credited with the actual earnings, losses
      and changes in fair market value experienced by the investment fund(s)
      selected by the Participant.

                                    ARTICLE 5
                                     VESTING

5.01  Three-Year Vesting for Pension Equity Participants. A Pension Equity Plan
      Participant will become 100% vested in his Pension Benefits when he (a)
      completes three (3) years of vesting service under the Pension Plan, or
      (b) terminates employment with an Employer on account of Retirement,
      Disability or death. Any Pension Equity Plan Participant who terminates
      employment for any reason other than Retirement, Disability or death
      before earning three (3) years of vesting service under the Pension Plan
      will not be entitled to receive any Pension Benefits under this Plan.

5.02  Five-Year Vesting for Fortis Prior Retirement Formula Participants. A
      Fortis Prior Retirement Formula Participant will become 100% vested in his
      Pension Benefits when he (a) completes five (5) years of vesting service
      under the Pension Plan, or (b) terminates employment with an Employer on
      account of Retirement, Disability or death. Any Fortis Prior Retirement
      Formula Participant who terminates employment for any reason other than
      Retirement, Disability or death before earning five (5) years of vesting
      service under the Pension Plan will not be entitled to receive any Pension
      Benefits under this Plan.

5.03  Three-Year Vesting for 401(k) Benefits. A Participant will become 100%
      vested in his 401(k) Benefits when he (a) completes three (3) years of
      vesting service under the 401(k) Plan, or (b) terminates employment with
      an Employer on account of Retirement, Disability or death. Any Participant
      who terminates employment for any reason other than Retirement, Disability
      or death before earning three (3) years of vesting service under the
      401(k) Plan will not be entitled to receive any 401(k) Benefits under this
      Plan.

5.04  Forfeiture. Upon a Participant's termination of employment with an
      Employer for any reason other than Retirement, Disability or death, the
      Participant shall forfeit the non-vested portion of his Account, if any.

5.05  Transferees. A Participant who transfers from one Employer to another
      Employer will not be deemed to have incurred a termination of employment
      for purposes of this Plan.



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                                    ARTICLE 6
                            DISTRIBUTION OF BENEFITS

6.01  Form of Payment. Subject to Section 6.06, a Participant will receive
      benefits under the Plan in the form of a single lump sum payment.

6.02  Timing of Payment. Subject to Section 6.06, a Participant will receive
      benefits under the Plan as soon as is administratively feasible after the
      Participant terminates employment with an Employer for any reason.
      Notwithstanding the foregoing, effective as of September 13, 2002, a
      Participant who is also eligible to participate in the Fortis Investment
      Plan may elect to have his benefits under this Plan used to purchase
      options under the Fortis Investment Plan.

6.03  Payments in Event of Participant's Death. If a Participant terminates
      employment with an Employer on account of his death, benefits under the
      Plan will be paid to his Beneficiary.

6.04  Payment to Minors and Incapacitated Persons. If any amount is payable to a
      minor or to any other person who is incapable of making a proper
      disposition (in the Committee's judgment), the Plan will make a payment
      for the benefit of the individual in one of the following ways, as
      determined in Committee's sole discretion:

      (a)   by payment to the individual's legal representative;

      (b)   by payment directly to the individual; or

      (c)   by payment in discharge of bills incurred by or for the benefit of
            the individual.

      The Plan will make these payments as directed by the Committee without
      requiring intervention on the part of any guardian or like fiduciary, and
      without any obligation to monitor the use of the payment. Any payment made
      under this Plan will completely discharge the Plan's obligation to the
      Participant and his Beneficiaries.

6.05  Application for Benefits. The Committee may require a Participant or
      Beneficiary to complete and file certain forms before he or she may
      receive benefits under the Plan. The Committee may rely upon all
      information the Participant provides, including the Participant's current
      mailing address. Any person interested in receiving a distribution under
      the Plan must keep the Committee informed of his current mailing address.

6.06  Change in Form or Timing of Benefit Payments. The Committee, in its sole
      discretion, reserves the right to change the form of benefit payment
      available


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      under the Plan. Any change in the form of benefit payment will be
      uniformly applied to all Participants. The Committee also reserves the
      right to change the timing of benefit payments. Any change in the timing
      of benefit payments will be uniformly applied to all Participants.

6.07  Reinstatement of Service for Re-hires. If a former Participant is re-hired
      and again becomes a Participant in Article 3 of this Plan, then such
      Participant's benefit accrual and vesting service earned prior to such
      re-hire shall be reinstated only to the extent that such service is
      reinstated under the Pension Plan. If reinstatement of benefit accrual
      service occurs, then the Participant's benefit under Section 3.02 shall
      also be reduced by the actuarial equivalent value of the benefit under
      Article 3 of this Plan previously paid to such Participant, with actuarial
      equivalence to be determined under the terms of the Pension Plan.

      If a former Participant is re-hired and again becomes a Participant in
      Article 4 of this Plan, then such Participant's vesting service earned
      prior to such re-hire shall be reinstated only to the extent that such
      service is reinstated under the 401(k) Plan. If such Participant forfeited
      any benefits under Article 4 at the time of his prior termination of
      employment, then the Committee shall be authorized to develop procedures
      to address possible reinstatement of such forfeited benefits. Any such
      procedure developed by the Committee shall not be subject to challenge,
      but any such procedure should be practicable and should attempt to balance
      the interests of the Company and the Participant.

                                    ARTICLE 7
                                 FUNDING OF PLAN

The Pension Benefits provided under this Plan will be paid from the Company's
general assets. 401(k) Benefits will be paid from a custodial account owned by
the Company. Amounts to be credited as 401(k) Benefits for each Participant will
be deposited annually to the custodial account. To the extent that any
Participant acquires the right to receive payments from the Plan, this right
will be no greater than that of any unsecured general creditor of the Company.
Participants and their Beneficiaries will not have any preference or security
interest in the assets of the Company other than as a general unsecured
creditor.

                                    ARTICLE 8
                           ADMINISTRATION OF THE PLAN

The Committee will have complete control of the administration of the Plan with
all powers necessary to properly carry out the provisions of the Plan. In
addition to all implied powers and responsibilities necessary to carry out the
objectives of the Plan, the Committee will have the following specific powers
and responsibilities:

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(1)   to construe the terms of the Plan and to determine all questions regarding
      the administration, interpretation and operation of the Plan;

(2)   to determine the amounts of any benefits payable under the Plan to a
      Participant, Beneficiary or other person;

(3)   to keep records of all acts and determinations of the Committee, and to
      keep all such records, books of accounts, data and other documents as may
      be necessary for the proper administration of the Plan;

(4)   to prepare and distribute information concerning the Plan to all
      Participants and Beneficiaries;

(5)   to do all things necessary to operate and administer the Plan in
      accordance with its provisions; and

(6)   to delegate to one or more persons any of the duties described above and
      these delegates may be employees of the Company.

                                    ARTICLE 9
                            AMENDMENT AND TERMINATION

The Committee reserves the right to modify, alter, amend, or terminate the Plan,
at any time and from time to time, with or without notice, to any extent deemed
advisable; provided, however, that no amendment or termination of the Plan will
(without the written consent of the Participant, if living, and if not, of his
Beneficiary) adversely affect the amount of the benefit to which a Participant
or his Beneficiary is entitled under the terms of the Plan as of the date of the
amendment or termination.

                                   ARTICLE 10
                                  MISCELLANEOUS

10.01 Headings. The headings and sub-headings in this Plan have been inserted
      for convenience only and should be ignored in construing its provisions.

10.02 Spendthrift Clause. None of the benefits, payments, proceeds or
      distributions under this Plan may be subject to the claim or legal process
      of a Participant's or Beneficiary's creditor(s); no Participant or
      Beneficiary (or their creditors) will have any right to alienate, commute,
      anticipate or assign any of the benefits, payments, proceeds or
      distributions under this Plan.

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<PAGE>
10.03 No Participant Contributions. No Employee contributions are required or
      permitted under this Plan.

10.04 Form of Payment. All benefit payments will be made in cash.

10.05 Withholding. The Committee will withhold from any payment any income or
      employment taxes required to be withheld under applicable federal, state
      or local law.

10.06 Release. Any payment to a Participant, Beneficiary or legal representative
      will, to the extent of the payment, fully discharge all claims against the
      Committee and/or, the Company; these parties may also require the
      Participant, Beneficiary, or legal representative, as a condition to
      receiving such payment, to execute a receipt and release for the payment
      in a form prescribed by the Committee.

10.07 Special Agreements. A Participant and the Company may enter into a special
      agreement (e.g., a special severance pay agreement) deemed by the
      Committee (in its sole discretion) to provide benefits in lieu of the
      benefits payable to a Participant under this Plan. In that event, any
      payment made to a Participant, his Beneficiary or legal representative
      pursuant to such special agreement will fully discharge the Company's
      obligations under this Plan and all claims against the Committee or the
      Company. As a condition to receiving benefits under such a special
      agreement, the Committee or the Company may require the Participant, his
      Beneficiary, or legal representative to execute a receipt and release for
      the payment in a form prescribed by the Committee.

10.08 Governing Law. The Plan will be governed by the laws of the State of
      Georgia.

                                   ARTICLE 11
                                CLAIMS PROCEDURE

Any Participant, Beneficiary or authorized representative ("Claimant") may file
a claim for benefits under the Plan by submitting a written statement to the
Committee. The statement should describe the nature of the claim and request a
determination of its validity under the terms of the Plan. Within ninety (90)
days after the date the Committee receives such claim, the Committee will issue
a ruling. If special circumstances require an extension of time for processing,
the Committee will send the Claimant written notice of the extension prior to
the termination of the 90-day period. In no case, however, will the extension of
time delay the Committee's decision beyond 180 days after the Committee received
the claim.

If the claim is denied in whole or in part, the Committee will send the Claimant
written notice. The notice will be written in a manner calculated to be
understood by the Claimant and contain:

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(1)   The specific reason(s) for denial;

(2)   Specific reference to the pertinent Plan provisions on which the denial is
      based;

(3)   A description of any additional material or information necessary for the
      Claimant to perfect the claim and an explanation of why such material or
      information is necessary; and

(4)   An explanation of the Plan's claims review procedures and the time limits
      applicable to such procedures, including a statement of the Participant's
      right to bring a civil action under section 502(a) of ERISA following a
      denial of the claim upon appeal.

If a claim for benefits has been denied, a Claimant may appeal the denial by
resubmitting a written statement to the Committee. The Claimant should request
further review of the decision within sixty (60) days of the date the Claimant
receives notice of a denial. The Claimant's written appeal should set forth the
reasons supporting the claim, the reasons such claim should not have been
denied, and any other issues or comments which the Claimant deems appropriate
with respect to the claim. If the Claimant so requests in writing, the Committee
will make copies of the Plan documents pertinent to the claim available to the
Claimant for examination.

Within sixty (60) days after the appeal is received, the Committee will notify
the Claimant in writing of its final decision. If special circumstances require
an extension of time for processing, the Committee will send the Claimant
written notice of the extension prior to the termination of the 60-day period.
In no case, however, will the extension of time delay the Committee's decision
on such appeal request beyond 120 days following receipt of the actual request.

The Committee's written notice of its decision on appeal will include specific
reasons for the decision, written in a manner calculated to be understood by the
Claimant, with specific references to the pertinent Plan provisions on which the
decision is based, and a statement that the Participant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the Participant's claim
for benefits. The Committee's decision on appeal may be reviewed by the
Executive Committee, which will have the right to overrule the Committee.

Any suit for benefits must be brought within one year after the date the
Committee or the Executive Committee has made a final denial of a claim for
benefits. Notwithstanding any other provision of the Plan to the contrary, any
suit for benefits must be brought within two years after, in the case of any
lump-sum payment, the date on which the payment was made or for all other
claims, the date on which the action complained of occurred.


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                                   ARTICLE 12
                                   DEFINITIONS

401(k) Benefits means the benefits described in Article 4.

401(k) Plan means the Fortis 401(k) Plan, as amended, renamed, and restated
effective as of January 1, 2001, or the successor to such plan.

ABIG Plan means the American Bankers Insurance Group, Inc. Retirement Plan. The
ABIG Plan was merged into the predecessor to the Fortis Pension Plan as of
November 30, 1999, but a separate ABIG benefit structure was maintained under
the predecessor to the Fortis Pension Plan, and continues to be maintained under
such Plan. Any references in this Plan document to participation in the "ABIG
Plan" as of December 31, 2000 shall mean that a person was covered as of such
date under the separate ABIG benefit structure under the predecessor to the
Fortis Pension Plan.

Account means the bookkeeping account established for each Participant under
this Plan for purposes of the 401(k) Benefit. Each Account will reflect the
amount of 401(k) Benefits credited under the Plan on a Participant's behalf,
plus any income or loss on those amounts.

Affiliate means the Company and any corporation that is a member of the
Company's controlled group of corporations (as defined in Code Section 414(b))
that includes the Company, any trade or business that is under common control
(as defined in Code Section 414(c)) with the Company, any organization that is a
member of an affiliated service group (as defined in Code Section 414(m)) that
includes the Company, and any other entity required to be aggregated with the
Company pursuant to regulations under Code Section 414(o).

Annual Compensation means "Annual Compensation" as defined in the applicable
Qualified Plan.

Beneficiary means, for purposes of Pension Benefits, the Participant's
beneficiary under the Pension Plan and, for purposes of 401(k) Benefits, his
beneficiary under the 401(k) Plan. The Committee, in its sole discretion, may
also permit a Participant to designate a different Beneficiary to receive
benefits under this Plan.

Code means the Internal Revenue Code of 1986, as amended.

Committee means the Fortis, Inc. Benefit Plans Committee.

Company means Fortis, Inc. or any Affiliate with employees covered under the
applicable Qualified Plan.

Disability means a disability recognized under the terms of the Pension Plan.

                                     - 10 -
<PAGE>
Effective Date means January 1, 2001.

Employee means any person employed by the Company or an Affiliate who
participates in the Pension Plan and/or the 401(k) Plan.

Employer means the Company or any Affiliate that has one or more of its
Employees participating in the Plan.

Employer Matching Contribution means "Employer Matching Contribution" as defined
in Article 2 of the 401(k) Plan.

Executive Compensation means amounts that would be taken into account as Annual
Compensation, disregarding the compensation limit under Code Section 401(a)(17);
provided, however, that (i) Executive Compensation shall include any short-term
incentive compensation component deferred under the Fortis Incentive Plan, with
such amount to be included in Executive Compensation in the year of deferral
rather than the year of payment to the Participant; and (ii) Executive
Compensation shall exclude any amounts previously deferred under a non-qualified
deferred compensation plan.

Notwithstanding the foregoing, Executive Compensation shall be subject to the
following additional rules:

(a)   For a Pension Equity Plan Participant, Executive Compensation prior to
      January 1, 2001, shall be capped at the following level for each
      applicable year:

                      YEAR                 DOLLAR LIMIT
                      ----                 ------------
                      1990                   209,200
                      1991                   222,220
                      1992                   228,860
                      1993                   235,840
                      1994                   242,280
                      1995                   247,530
                      1996                   255,300
                      1997                   262,704
                      1998                   267,313
                      1999                   270,000
                      2000                   275,000

and



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(b)   For a Fortis Prior Retirement Formula Participant, Executive Compensation
      prior to January 1, 2001 shall be capped at the levels specified in the
      immediately preceding clause (a). Executive Compensation after 2000 and
      prior to January 1, 2004, shall be capped at the following level for each
      applicable year:

                      YEAR                 DOLLAR LIMIT
                      ----                 ------------
                      2001                   285,000
                      2002                   295,000
                      2003                   320,000

      Executive Compensation as of January 1, 2004, shall be capped at the
      annual figure obtained by increasing the amount of $320,000 by the Social
      Security Administration Cost of Living Adjustment published in October
      2003. The cap on Executive Compensation as of each January 1 thereafter
      shall similarly be adjusted by the Social Security Administration Cost of
      Living Adjustment published the preceding October.

Executive Committee means the committee consisting of the Company's Chief
Executive Officer and such other members designated by the Chairman.

Fortis Prior Retirement Formula Participant means a Participant in this Plan who
(i) as of December 31, 2000, was a Participant in the Fortis, Inc. Employees'
Uniform Retirement Plan; and (ii) did not elect to have his or her accrued
benefit under the Pension Plan determined after December 31, 2000, as a pension
equity benefit under the Pension Plan. Notwithstanding the foregoing, a Fortis
Prior Retirement Formula Participant who terminates employment with the Employer
on or after January 1, 2001 and is later rehired by the Employer, shall, upon
his or her rehire, be considered a Pension Equity Plan Participant rather than a
Fortis Prior Retirement Plan Participant.

Participant means an Employee who has Executive Compensation in excess of the
Code Section 401(a)(17) limits.

Pension Benefits means the benefits described in Article 3.

Pension Equity Plan Participant means the following categories of Participants:

(a)   a Participant in this Plan who both (i) as of December 31, 2000, was a
      Participant in either the Fortis, Inc. Employees' Uniform Retirement Plan
      or the ABIG Plan; and (ii) elected to have his or her accrued benefit
      under the Pension Plan determined after December 31, 2000, as a pension
      equity benefit under the Pension Plan;

                                     - 12 -
<PAGE>
(b)   a Participant in this Plan who was first employed by an Employer on or
      after January 1, 2001; and

(c)   a Participant in this Plan who was rehired by an Employer on or after
      January 1, 2001.

Pension Plan means the Fortis Pension Plan, as amended, renamed and restated
effective as of January 1, 2001, or the successor to such plan.

Plan means the Fortis Executive Pension and 401(k) Plan set forth in this
document, including any subsequent amendments to the Plan, or the successor to
the Plan.

Plan Year means the calendar year.

Qualified Plans means respectively, the Pension Plan and the 401(k) Plan.

Retirement means the date on which a Participant terminates employment on
account of reaching his Retirement Date under the Pension Plan or the 401(k)
Plan, as applicable.

Year of Eligibility Service means "Year of Eligibility Service" as defined in
the Pension Plan.

Year of Vesting Service means "Year of Vesting Service" as defined in the
Pension Plan or the 401(k) Plan, as applicable.



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                                  CERTIFICATION

      The undersigned hereby certifies that this document represents the
currently effective version of the Fortis Pension and 401(k) Plan.


                                         /s/ Sheila M. Sweeney
                                         ------------------------------------
                                         Sheila M. Sweeney, on behalf of the
                                         Fortis, Inc. Benefit Plans Committee



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