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                                                                    Exhibit 99.1
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Risk Factors that May Affect Future Operating Results

     From time to time, we may make "forward-looking" statements and comments in
our public filings (including this report on Form 10-K), press releases and in
other forums, such as other publications and analysts conference calls.  These
"forward looking" statements and comments (which may be oral or written),
generally identified with words such as "believe," "expect," "anticipate" and
similar expressions, are based on our current plans and objectives for future
operations, including strategies and initiatives to grow our personal lines
segment, increase our renewal retention rates, control operating expenses and
reduce our debt-to-capital ratio.  These statements and comments may also relate
to issues involving third parties, such as insurance coverage for pending
securities class actions and the status of pending reinsurance arbitrations,
which underlie our anticipated future economic performance.  These comments are
inherently "forward-looking" in nature and are subject to a number of risks and
uncertainties, including those discussed below.  You should recognize that our
actual results of operations could differ materially if our beliefs inherent in
these statements and comments prove to be inaccurate.

     When we make forward-looking statements, they are based upon information
available to us on the date such statement is made, and we undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

     Investors should also be aware that while we do, from time to time,
communicate with securities analysts, it is against our policy to disclose to
them any material non-public information or other confidential commercial
information. Accordingly, investors should not assume that Vesta agrees with any
statement or report issued by any analyst irrespective of the content of the
statement or report. Furthermore, Vesta has a policy against issuing or
confirming financial forecasts or projections issued by others. Thus, to the
extent that reports issued by securities analysts contain any projections,
forecasts or opinions, such reports are not Vesta's responsibility

     The following discussion identifies the material facts and circumstances
that we believe present a potential risk to Vesta's ability to achieve its
anticipated performance described or implied in any forward-looking statements,
together with a brief statement of the general nature in which our performance
is most likely to be adversely affected (if at all) as a result of those facts
and circumstances.  Obviously, the determination and presentation of a "risk
factor" in this manner is an inherently uncertain process, as we can not predict
with certainty which facts and circumstances will ultimately result in adverse
business consequences, or the extent of such consequences (if any).  Moreover,
new "risk factors" emerge from time to time, and it is not possible for us to
predict all such risk factors.   Accordingly, the discussion which follows
should not be read as an exhaustive presentation of all potentialities which may
cause Vesta's actual results of operations to differ materially from those
described or implied in any forward-looking statements, or which may otherwise
erode the value of an investment in Vesta.
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                                BUSINESS RISKS

We have recently restated our financial statements and the impact of the
restatements has, and may continue to, dissuade agents from selling, and
customers from buying, our insurance policies.

     As more fully discussed in our public filings, our historical financial
statements have been criticized and restated since we first announced our
intention to correct certain errors in June of 1998.  Such criticism has
resulted in class action litigation and significant negative publicity.
Although we believe that our current reported results of operations and
financial condition (on both a GAAP and statutory basis) are reliable, lingering
customer and agent uncertainty about our financial condition may continue to
have an adverse effect on our ability to sell Personal Lines insurance products.

The Personal Lines Insurance Business is Highly Competitive, and We May Not be
Able to Compete Effectively Against Larger, Better Capitalized Companies

     We compete with dozens of property and casualty insurance companies, many
of which are better capitalized than us and have higher A.M. Best ratings than
us.  We believe that the superior capitalization of many of our competitors
enables them to withstand lower profit margins and, therefore, to offer lower
rates.  We believe that the superior capitalization of many of our competitors
enables them to market their products more aggressively and to take advantage
more quickly of new marketing opportunities, such as the internet.  We also
believe that our competition may become increasingly better capitalized in the
future as the traditional barriers between insurance companies and banks and
other financial institutions erode and as the property and casualty industry
continues to consolidate.  We believe that our ability to compete against our
larger, better capitalized competitors depends on our ability to deliver
superior service and our strong relationships with our independent agency force.

If Our Competitors Decided to Target Our Customer Base by Offering Lower Priced
Insurance, We May Not Be Able to Respond Competitively

     We price our insurance based on estimated profit margins, and we do not
expect to be able to significantly reduce our current estimated profit margins
in the near future. Many of our competitors, however, are better capitalized
than we are and may be able to withstand significant reductions in their
estimated profit margins. If our competitors decided to target our customer base
by offering lower priced insurance, we may not be able to respond competitively.

We Depend On Agents Who May Discontinue Sales of Our Policies at Any Time.

     As discussed above, our relationship with our independent agents is perhaps
the most important component of our current competitive profile. If these
independent agents decide, for whatever reason, to do business with our
competitors, it would be difficult to renew our existing business or attract new
business in our Personal Lines segment. Because we do business with
approximately

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3800 agencies in 42 states, we can not rely on their loyalty to our company.
Although we believe we enjoy good relationships with our independent agents and
are striving to make doing business with us as attractive as possible, we can
not be sure that these agents will continue to sell our insurance to the
individuals they represent.

If We Can Not Adequately Meet Our Independent Agents' Needs or Keep Pace with
Our Competitors' Technological Advances, We May Lose Significant Business.

     Because we do business with so many agents (approximately 3800 agencies in
42 states), we must be able to offer these agents innovative solutions to their
daily problems and be able to respond to their needs as quickly as possible in
order to develop their loyalty. Although we are currently pursuing important
technological projects in our Personal Lines segment to accomplish this goal, we
can not be sure that these projects will adequately meet these agents' needs or
keep pace with our competitors' technological advances. If our agency force
decides, for whatever reason, to do business with our competitors, we may not be
able to retain their business.

If the Book of Homeowners Business We Recently Acquired From CIGNA Does Not
Convert to Personal Lines as Expected, Our Premium Volume Will Be Significantly
Reduced.

     We recently acquired a large book of business from CIGNA, and we have not
had historical relationships with the agents responsible for placing this
business with CIGNA. We initially captured the premiums associated with this
business through a Reinsurance arrangement. As the policies in this book of
business expire, however, our ability to retain the associated premium revenues
depends on our ability to persuade the new individual insureds, or their agents,
to renew the insurance with us in our own Personal Lines business. Although
CIGNA has agreed to use its best efforts to assist us in these renewals, we have
no legal right to such renewals, and the lack of historical relationships with
the agents responsible for this business may make it more difficult for us to
renew them in our Personal Lines segment.  If this business does not convert to
our Personal Lines segment as expected, our premium volume will suffer.

We Experienced a Decrease in New Policy Applications in 1999, and We May Not Be
Able to Achieve Our Financial Performance Goals if We Cannot Restore Our New
Policy Applications to Prior Levels.

     The growth of our Personal Lines segment depends upon increasing new policy
applications. During 1999, we experienced a significant decline in new policy
applications as compared to 1998.  Although we believe that this reflects a
temporary uncertainty about our financial condition and results of operations
that may dissipate as we move forward, we can not predict whether new policy
applications will return to past levels.  If new policy application levels do
not rise in the near future, we may not be able to generate sufficient premium
volume to achieve our financial performance goals.

If We Cannot Maintain and Improve Our A.M. Best Ratings, We May Not Be Able to
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Maintain Premium Volume in Our Personal Lines Segment Sufficient to Attain Our
Financial Performance Goals.

     Our ability to retain our existing business or to attract new business in
our Personal Lines segment depends largely on our rating by A.M. Best Company.
During 1999, downgrades in our A.M. Best ratings to "B" (in the vulnerable
category) necessitated the discontinuation of our Reinsurance and Commercial
Lines segments.  Such downgrades also impacted our Personal Lines segment,
although we can not quantify such impact.  Although A.M. Best Company recently
upgraded our rating to "B+" (in the secure category), we believe we must further
improve our rating in order to more effectively compete in the highly
competitive property and casualty insurance market.  Although we intend to work
towards a higher rating, A.M. Best Company has ultimate discretion over its
rating assignments.  If we are unable to achieve a higher A.M. Best rating, we
may not be able to grow our premium volume sufficient to attain our financial
performance goals.  If A.M. Best were to downgrade our rating, we could lose
significant premium volume.


                                FINANCIAL RISKS

We Are Currently Defending Class Action Litigation Seeking Unspecified but
Potentially Significant Damages.

     As discussed in our public filings (including our 1999 Form 10-K), we are
currently defending a class action lawsuit alleging, among other things,
violations of the federal securities laws. As of December 31, 1999, this class
action was still in its preliminary stages and there had been no discovery
conducted related to the merits of the claim. However, the damages or settlement
costs incurred by the Company in disposition of this proceeding could be
substantial. Although the Company has procured a multi-tiered package of
directors and officers liability insurance to cover such damages or settlement
costs, the issuer of the primary policy, the Cincinnati Insurance Company, has
attempted to rescind its policy, and we can not guarantee that insurance
coverage will ultimately be available for all damages or settlements costs
incurred (if any). If the damages or settlement costs incurred in connection
with this class action (if any) are ultimately determined to be not covered by
our directors' and officers' insurance policies for any reason, we may incur a
significant loss during the period in which such determination is made.

We Face a Risk of Non-Collection of Reinsurance Recoverables Involving
Substantial Amounts

     Although we reinsure a significant portion of potential losses on the
policies which we issue, we initially pay all claims (as adjusted) and seek to
recover the reinsured losses from our reinsurers. Although we report as assets
the amount of claims paid which we expect to recover from reinsurers (in
accordance with generally accepted accounting principles), we can never be
certain that we will be able to collect those amounts. Sometimes the reinsurer
is unable to pay, and other times the reinsurer may dispute our calculation of
the amounts recoverable.
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Approximately $54.4 million of our reinsurance recoverables as of December 31,
1999 was attributable to one reinsurance treaty. Although we believe this amount
is properly recoverable under the terms of such treaty, the various treaty
participants have disputed our calculation. If the amount recoverable under such
treaty is ultimately determined to be materially less than $54.4 million as of
December 31, 1999, we may incur a significant loss during the period in which
such determination is made.

If Loss Reserves Prove to be Inadequate, Then We Would Incur a Charge to
Earnings

     State laws require our insurance subsidiaries to maintain reserves to cover
their estimated ultimate liability for losses and loss adjustment expenses
("LAE") with respect to reported and unreported claims incurred. To the extent
that reserves prove to be inadequate in the future, we would have to increase
our reserves and incur a charge to earnings in the period such reserves are
increased, which could have a material adverse effect on our financial condition
and results of operations. The establishment of appropriate reserves is an
inherently uncertain process, and we can not be sure that ultimate losses will
not materially exceed our loss and LAE reserves. Reserves are estimates
involving actuarial and statistical projections at a given time of what we
expect to be the cost of the ultimate settlement and administration of claims
based on facts and circumstances then known, estimates of future trends in
claims severity and other variable factors such as inflation.