COVA VARIABLE LIFE ACCOUNT FIVE
497, 2000-02-28
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                                 Flexible Premium Variable Life Insurance Policy

                                                                       issued by

                                                             COVA FINANCIAL LIFE
                                                               INSURANCE COMPANY

                                                              COVA VARIABLE LIFE
                                                                    ACCOUNT FIVE





This prospectus  describes the Flexible  Premium  Variable Life Insurance Policy
that we are offering.

We have designed the Policy for use in estate and retirement  planning and other
insurance needs of individuals.  The Policy provides for maximum  flexibility by
allowing  you to vary your  premium  payments  and to change  the level of death
benefits payable.

You, the policyowner,  have a number of investment choices in the Policy.  These
investment  choices  include  a  General  Account  as well as the  following  41
Investment  Funds  listed below which are offered  through our Separate  Account
(you can invest in up to 15 of the Investment  Funds and the General  Account at
any one time).  When you  purchase a Policy,  you bear the  complete  investment
risk. This means that the Accumulation Account Value of your Policy may increase
and decrease depending upon the investment performance of the Investment Fund(s)
you select. The duration of the Policy and, under some circumstances,  the death
benefit will increase and decrease depending upon investment performance.

AIM Variable Insurance Funds, Inc.:

     Advisor: A I M Advisors, Inc.
         AIM V.I. Capital Appreciation Fund
         AIM V.I. International Equity Fund
         AIM V.I. Value Fund


Alliance Variable Products Series Fund, Inc.:

     Advisor: Alliance Capital Management L.P.
         Premier Growth Portfolio
         Real Estate Investment Portfolio


Cova Series Trust:

     Advisor: J.P. Morgan
     Investment Management Inc.
         Select Equity Portfolio
         Small Cap Stock Portfolio
         International Equity Portfolio
         Quality Bond Portfolio
         Large Cap Stock Portfolio

     Advisor: Lord, Abbett & Co.
         Bond Debenture Portfolio
         Mid-Cap Value Portfolio
         Large Cap Research Portfolio
         Developing Growth Portfolio
         Lord Abbett Growth and Income Portfolio


General American Capital Company:

     Advisor: Conning Asset Management Company
         Money Market Fund


Goldman Sachs Variable Insurance Trust:

     Advisor: Goldman Sachs Asset Management
         Goldman Sachs Growth and Income Fund

     Advisor: Goldman Sachs Asset Management International
         Goldman Sachs International Equity Fund
         Goldman Sachs Global Income Fund


Kemper Variable Series:

     Advisor: Scudder Kemper
     Investments, Inc.
         Kemper Small Cap Value Portfolio
         Kemper Government Securities Portfolio
         Kemper Small Cap Growth Portfolio


Liberty Variable Investment Trust:

     Advisor: Newport Fund Management Inc.
         Newport Tiger Fund, Variable Series


MFS(R) Variable Insurance TrustSM:

     Advisor: MFS Investment Management(R)
         MFS Emerging Growth Series
         MFS Research Series
         MFS Growth With Income Series
         MFS High Income Series
         MFS Global Governments Series


Oppenheimer Variable Account Funds:

     Advisor: OppenheimerFunds, Inc.
         Oppenheimer High Income Fund/VA
         Oppenheimer Bond Fund/VA
         Oppenheimer Capital Appreciation Fund/VA
         Oppenheimer Main Street Growth & Income Fund/VA
         Oppenheimer Strategic Bond Fund/VA


Putnam Variable Trust:

     Advisor: Putnam Investment Management, Inc.
         Putnam VT Growth and Income Fund - Class IA Shares
         Putnam VT International Growth Fund - Class IA Shares
         Putnam VT International New
          Opportunities Fund - Class IA Shares
         Putnam VT New Value Fund - Class IA Shares
         Putnam VT Vista Fund - Class IA Shares


Templeton Variable Products Series Fund:

     Advisor: Templeton Asset Management Ltd.
         Templeton Developing Markets Fund, Class 1

     Advisor: Templeton Investment Counsel, Inc.
         Templeton International Fund, Class 1

     Advisor: Franklin Mutual Advisers LLC
         Mutual Shares Investments Fund, Class 1

Please  read this  prospectus  before  investing  and keep it on file for future
reference. It contains important information about the Flexible Premium Variable
Life Insurance Policy.  The Securities and Exchange  Commission  maintains a Web
site  (http://www.sec.gov)  that contains information regarding registrants that
file electronically with the Commission.

The Policy:

o    is not a bank deposit.

o    is not federally insured.

o    is not endorsed by any bank or government agency.

The  Policy  is  subject  to  investment  risk.  You may be  subject  to loss of
principal.

The SEC has not  approved  the  Policy or  determined  that this  prospectus  is
accurate or complete. Any representation that it has is a criminal offense.

DATE: November 8, 1999



TABLE OF CONTENTS                                         Page

 SPECIAL TERMS                                               4

 SUMMARY                                                     5
     The Variable Life Insurance Policy                      5
     Purchases                                               5
     Investment Choices                                      5
     Expenses                                                5
     Death Benefit                                           9
     Taxes                                                   9
     Access to Your Money                                    9
     Other Information                                       9
     Inquiries                                              10

PART I                                                      11

  1. THE VARIABLE LIFE INSURANCE POLICY                     11

  2. PURCHASES                                              11
     Application for a Policy                               11
     Premiums                                               11
     Unscheduled Premiums                                   11
     Lapse and Grace Period                                 11
     Reinstatement                                          12
     Allocation of Premium                                  12
     Accumulation Account Value of Your Policy              12
     Method of Determining Accumulation Account Value
      of an Investment Fund                                 12
     Net Investment Factor                                  13
     Our Right to Reject or Return a Premium Payment        13

  3. INVESTMENT FUNDS                                       13
     Substitution and Limitations on Further Investments    14
     Transfers                                              14
     Dollar Cost Averaging                                  15
     Portfolio Rebalancing                                  15
     Approved Asset Allocation Programs                     16

  4. EXPENSES                                               16
     Tax Charges                                            16
     Sales Charge                                           16
     Selection and Issue Expense Charge                     16
     Monthly Policy Charge                                  16
     Monthly Cost of Insurance Charge                       16
     Charges for Additional Benefit Riders                  17
     Mortality and Expense Risk Charge                      17
     Surrender Charge                                       17
     Transaction Charges                                    18
     Investment Fund Expenses                               18

  5. DEATH BENEFIT                                          18
     Change of Death Benefit                                19
     Change in Face Amount                                  19

  6. TAXES                                                  19
     Life Insurance in General                              19
     Taking Money Out of Your Policy                        19
     Diversification                                        20

  7. ACCESS TO YOUR MONEY                                   20
     Policy Loans                                           20
     Loan Interest Charged                                  20
     Security                                               21
     Repaying Policy Debt                                   21
     Partial Withdrawals                                    21
     Pro-Rata Surrender                                     21
     Full Surrenders                                        22

  8. OTHER INFORMATION                                      22
     Cova                                                   22
     Distribution                                           22
     Year 2000                                              22
     The Separate Account                                   22
     Suspension of Payments or Transfers                    22
     Ownership                                              23
     Adjustment of Charges                                  23

PART II                                                     23
     Executive Officers and Directors                       23
     Voting                                                 25
     Disregard of Voting Instructions                       26
     Legal Opinions                                         26
     Our Right to Contest                                   26
     Additional Benefits                                    26
     Federal Tax Status                                     27
        Introduction                                        27
        Diversification                                     27
        Tax Treatment of the Policy                         28
        Policy Proceeds                                     28
        Tax Treatment of Loans and Surrenders               28
        Multiple Policies                                   29
        Tax Treatment of Assignments                        29
        Qualified Plans                                     29
        Income Tax Withholding                              29
     Reports to Owners                                      29
     Legal Proceedings                                      29
     Experts                                                29
     Financial Statements                                   29

APPENDIX                                                   A-1

SPECIAL TERMS
We have tried to make this prospectus as readable and  understandable for you as
possible.  However,  by the very nature of the Policy certain technical words or
terms are  unavoidable.  We have identified some of these terms and provided you
with a definition.

Accumulation  Account Value -- The total of the amounts credited to the Owner in
the Separate Account, the General Account and the Loan Account.

Attained Age -- The Issue Age of the Insured plus the number of completed Policy
years.

Beneficiary -- The person(s) named in the application or by later designation to
receive Policy  proceeds in the event of the Insured's  death. A Beneficiary may
be changed as set forth in the Policy and this prospectus.

Cash Surrender Value -- The  Accumulation  Account Value of a Policy on the date
of surrender, less any Indebtedness, less any unpaid selection and issue expense
charge due for the remainder of the first Policy year,  less any unpaid  monthly
Policy  charge due for the  remainder  of the first  Policy  year,  and less any
surrender charge.

Face Amount -- The minimum  death benefit under the Policy so long as the Policy
remains in force before the Insured's Attained Age 100.

General Account -- Our assets other than those allocated to the Separate Account
or any other separate account.

Indebtedness  -- The sum of all unpaid  Policy  loans and  accrued  interest  on
loans.

Insured -- The person whose life is insured under the Policy.

Investment  Funds --  Investments  within  the  Separate  Account  which we make
available under the Policy.

Investment  Start Date -- The date the initial premium is applied to the General
Account and/or the Investment Funds. This date is the later of the Issue Date or
the date the initial premium is received at our Service Office.

Issue Age -- The age of the  Insured at his or her  nearest  birthday  as of the
Issue Date.

Issue Date -- The date as of which insurance  coverage begins under a Policy. It
is also the date from  which  Policy  anniversaries,  Policy  years,  and Policy
months are measured. It is the Effective Date of coverage under the Policy.

Loan Account -- The account of Cova to which amounts  securing  Policy Loans are
allocated. The Loan Account is part of Cova's General Account.

Loan  Subaccount  -- A Loan  Subaccount  has been  established  for the  General
Account and for each Investment Fund. Any Accumulation Account Value transferred
to the Loan  Account will be allocated to the  appropriate  Loan  Subaccount  to
reflect the origin of the Accumulation  Account Value. At any point in time, the
Loan Account will equal the sum of all the Loan Subaccounts.

Monthly  Anniversary -- The same date in each succeeding month as the Issue Date
except  that  whenever  the  Monthly  Anniversary  falls on a date  other than a
Valuation Date, the Monthly  Anniversary will be deemed the next Valuation Date.
If any Monthly  Anniversary would be the 29th, 30th, or 31st day of a month that
does not have that number of days, then the Monthly Anniversary will be the last
day of that month.

Net Premium -- The premium paid,  less the premium tax charge,  less the Federal
tax charge, less the sales charge.

Owner  --  The  owner  of a  Policy,  as  designated  in the  application  or as
subsequently changed.

Policy -- The flexible  premium variable life insurance Policy offered by us and
described in this prospectus.

Pro-Rata  Surrender  -- A  requested  reduction  of both the Face Amount and the
Accumulation Account Value by a given percentage.

Separate  Account -- Cova  Variable  Life Account  Five,  a separate  investment
account  established  by Cova to receive and invest the Net Premiums  paid under
the Policy,  and certain other variable life  policies,  and allocated by you to
provide variable benefits.

Service Office -- Cova Financial Life  Insurance  Company,  P.O. Box 66757,  St.
Louis, MO 63166-6757.

Target  Premium -- A premium  calculated  when a Policy is issued,  based on the
Insured's  age,  sex  (except in unisex  policies)  and risk  class.  The Target
Premium is used to  calculate  the first  year's  premium  expense  charge,  the
surrender charge, and agent compensation under the Policy.

Valuation Date -- Each day that the New York Stock  Exchange  (NYSE) is open for
trading and Cova is open for business.  Cova is open for business every day that
the NYSE is open for trading.

Valuation  Period  --  The  period  between  two  successive   Valuation  Dates,
commencing at the close of the NYSE (usually 4:00 p.m. Eastern Standard Time) on
a Valuation  Date and ending  with the close of the NYSE on the next  succeeding
Valuation Date.

The prospectus is divided into three sections:  the Summary, Part I and Part II.
The sections in the Summary  correspond to sections in Part I of this prospectus
which  discuss the topics in more detail.  Part II contains  even more  detailed
information.



SUMMARY

1. THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance Policy is a contract between you, the owner, and us,
an insurance company.  The Policy provides for the payment of a death benefit to
your  selected  Beneficiary  upon the death of the  person  Insured.  This death
benefit is distributed free from Federal income taxes. The Policy can be used as
part of your estate planning or used to save for retirement.  The Insured is the
person you choose to have insured under the Policy.

You, the owner, can be the Insured, but you do not have to be.

The Policy  described in this  prospectus  is a flexible  premium  variable life
insurance Policy. The Policy is "flexible" because:

o    the frequency and amount of premium payments can vary;

o    you can choose between death benefit options; and

o    you can change the amount of insurance coverage.

The Policy is "variable" because the Accumulation  Account Value of your Policy,
when allocated to the Investment Funds, may increase or decrease  depending upon
the investment  results of the selected  Investment  Funds. The duration of your
Policy may vary and, under certain circumstances, so may your death benefit.

So long as the Insured is alive, you can surrender the Policy for all or part of
its Cash Surrender Value. You may also obtain a Policy loan, using the Policy as
security. We will pay a death benefit when the Insured dies.

We make  available a number of riders to meet a variety of your estate  planning
needs. The minimum Face Amount of insurance that we offer is $50,000.



2. PURCHASES

You  purchase  the  Policy by  completing  the  proper  forms.  Your  registered
representative  can help you.  In some  circumstances,  we may  contact  you for
additional  information  regarding  the  Insured.  We may require the Insured to
provide us with medical records, physician's statement or a complete paramedical
examination.

The  minimum  initial  premium we accept is  computed  for you based on the Face
Amount  you  request.  The Policy is  designed  for the  payment  of  subsequent
premiums.  You can establish  planned annual  premiums.  The minimum  subsequent
premium that we accept is $10.



3. INVESTMENT CHOICES

You can put your money in our General Account or in any or all of the Investment
Funds.  However, you can only put your money in up to 15 of the Investment Funds
and  the  General  Account  at any  one  time.  A  detailed  description  of the
Investment Funds, their investment policies, restrictions, risks, and charges is
contained in the  prospectuses  for each  Investment  Fund.  You should read the
prospectuses carefully.



4. EXPENSES

We make certain deductions from your premiums,  your Accumulation  Account Value
and from the Investment  Funds.  These deductions are made for taxes,  mortality
and expense risks, administrative expenses, sales charges, the cost of providing
life insurance  protection and for the cost  associated  with the management and
investment  operations of the Investment Funds.  These deductions are summarized
as follows:

o    Deductions from each premium payment.

Tax Charges. We currently deduct 1.3% of each premium payment to pay the Federal
Tax Charge.  We also deduct a Premium Tax Charge currently equal to 2.35% to pay
the state and local premium taxes.

Sales  Charge.  The Sales  Charge,  which is also  referred to as the percent of
premium charge, is determined as follows:

(1)  in the  first  Policy  year,  15% of the  amount  you pay up to the  Target
     Premium, and 5% of the amount you pay over the Target Premium;

(2)  in the 2nd through 10th Policy years, 5% of the actual premium you pay; and

(3)  in the 11th Policy year and later, 2% of the actual premium you pay.

o    Monthly deductions from your Accumulation Account Value.

Selection and Issue Expense Charge.  During the first 10 Policy years, we assess
a charge of up to 1% per $1000 of Face Amount.  This charge varies by Issue Age,
risk class and sex (except in unisex policies) of the Insured.

Monthly  Policy  Charge.  This  charge  is equal to $25 per  month for the first
policy year,  and $6 per policy month  thereafter.  This amount is deducted from
the  Accumulation  Account Value of your Policy on the Investment Start Date and
each Monthly Anniversary date.

Monthly  Cost  of  Insurance.   This  amount  is  deducted   monthly  from  your
Accumulation  Account  Value on the  Investment  Start  Date  and  each  Monthly
Anniversary  date. The amount of the deduction  varies with the age, sex (except
in unisex policies), risk class of the Insured, duration and the amount of death
benefit at risk.

Charges for Additional  Benefit Riders.  On each Monthly  Anniversary  date, the
amount of the charge,  if any, for  additional  benefit  riders is determined in
accordance  with  the  rider  and is shown  on the  specifications  page of your
Policy.

o    Deductions from the Investment Funds.

Mortality and Expense Risk Charge. This risk charge is guaranteed not to exceed,
on an annual basis,  0.55% of the average value of each of your Investment Funds
and is deducted each Valuation Date.

The current  risk charge  depends on the number of years your Policy has been in
force and is as follows:

     Years       Daily Charge Factor        Annual Equivalent
    --------     --------------------     -------------------

     1-10            .0015027%                   0.55%

     11-20           .0012301%                   0.45%

     21+             .0009572%                   0.35%

This deduction is guaranteed  not to increase  while the Policy is in force.  We
will not increase the  mortality and expense risk charge to .55% in years 11 and
beyond.


<TABLE>
<CAPTION>
Investment Fund Expenses
Annual Fund Operating Expenses (as a percentage of average net assets)

                                                                                       Other Fund Expenses
                                                                   Management         (after reimbursement       Total Annual
Investment Funds                                                      Fees          and/or waivers as noted)     Fund Expenses
- ------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
Advisor: A I M Advisors, Inc.
<S>                                                                  <C>                     <C>                    <C>
       AIM V.I. Capital Appreciation Fund                            0.62%                   0.05%                  0.67%
       AIM V.I. International Equity Fund                            0.75%                   0.16%                  0.91%
       AIM V.I. Value Fund                                           0.61%                   0.05%                  0.66%
- ------------------------------------------------------------------------------------------------------------------------------


Alliance Variable Products Series Fund, Inc.
Advisor: Alliance Capital Management, L.P.
       Premier Growth Portfolio(1)                                   1.00%                   0.06%                  1.06%
       Real Estate Investment Portfolio(2)                           0.08%                   0.87%                  0.95%
- ------------------------------------------------------------------------------------------------------------------------------


Cova Series Trust (3)
Advisor: J.P. Morgan Investment Management, Inc.
       Select Equity Portfolio                                       0.68%                   0.18%                  0.86%
       Small Cap Stock Portfolio                                     0.85%                   0.27%                  1.12%
       International Equity Portfolio                                0.80%                   0.28%                  1.08%
       Quality Bond Portfolio                                        0.55%                   0.10%                  0.65%
       Large Cap Stock Portfolio                                     0.65%                   0.10%                  0.75%
- ------------------------------------------------------------------------------------------------------------------------------

Advisor: Lord, Abbett & Co.
       Bond Debenture Portfolio                                      0.75%                   0.10%                  0.85%
       Mid-Cap Value Portfolio                                       1.00%                   0.30%                  1.30%
       Large Cap Research Portfolio                                  1.00%                   0.30%                  1.30%
       Developing Growth Portfolio                                   0.90%                   0.30%                  1.20%
       Lord Abbett Growth & Income Portfolio(4)                      0.65%                   0.07%                  0.72%
- ------------------------------------------------------------------------------------------------------------------------------


General American Capital Company
Advisor: Conning Asset Management Company
       Money Market Fund                                             0.125%                   0.08%                  0.205%
- ------------------------------------------------------------------------------------------------------------------------------


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


Investment Fund Expenses (continued)

                                                                                       Other Fund Expenses
                                                                   Management         (after reimbursement       Total Annual
Investment Funds                                                      Fees          and/or waivers as noted)     Fund Expenses
- ------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust (5)
Advisor: Goldman Sachs Asset Management
       Goldman Sachs Growth and Income Fund                           0.75%                   0.15%                  0.90%
- ------------------------------------------------------------------------------------------------------------------------------

Advisor: Goldman Sachs Asset Management International
       Goldman Sachs International Equity Fund                        1.00%                   0.25%                  1.25%
       Goldman Sachs Global Income Fund                               0.90%                   0.15%                  1.05%
- ------------------------------------------------------------------------------------------------------------------------------


Kemper Variable Series
Advisor: Scudder Kemper Investments, Inc.
       Kemper Small Cap Value Portfolio(6)                            0.75%                   0.05%                  0.80%
       Kemper Government Securities Portfolio                         0.55%                   0.11%                  0.66%
       Kemper Small Cap Growth Portfolio                              0.65%                   0.05%                  0.70%
- ------------------------------------------------------------------------------------------------------------------------------


Liberty Variable Investment Trust
Advisor: Newport Fund Management, Inc.
       Newport Tiger, Variable Series                                 0.90%                   0.40%                  1.30%
- ------------------------------------------------------------------------------------------------------------------------------


MFS(R) Variable Insurance TrustSM (7)
Advisor: MFS Investment Management(R)
       MFS Emerging Growth Series                                     0.75%                   0.10%                  0.85%
       MFS Research Series                                            0.75%                   0.11%                  0.86%
       MFS Growth With Income Series                                  0.75%                   0.13%                  0.88%
       MFS High Income Series                                         0.75%                   0.28%                  1.03%
       MFS Global Governments Series(8)                              0.75%                    0.26%                  1.01%
- ------------------------------------------------------------------------------------------------------------------------------


Oppenheimer Variable Account Funds
Advisor: OppenheimerFunds, Inc.
       Oppenheimer High Income Fund/VA                                0.74%                   0.04%                  0.78%
       Oppenheimer Bond Fund/VA                                       0.72%                   0.02%                  0.74%
       Oppenheimer Capital Appreciation Fund/VA                       0.72%                   0.03%                  0.75%
       Oppenheimer Main Street Growth and Income Fund/VA              0.74%                   0.05%                  0.79%
       Oppenheimer Strategic Bond Fund/VA                             0.74%                   0.06%                  0.80%
- ------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
Advisor: Putnam Investment Management, Inc.
       Putnam VT Growth and Income Fund - Class IA Shares             0.46%                   0.04%                  0.50%
       Putnam VT International Growth Fund - Class IA Shares          0.80%                   0.27%                  1.07%
       Putnam VT International New Opportunities Fund -
         Class IA Shares(9)                                           1.18%                   0.42%                  1.60%
       Putnam VT New Value Fund - Class IA Shares                     0.70%                   0.11%                  0.81%
       Putnam VT Vista Fund - Class IA Shares                         0.65%                   0.12%                  0.77%
- ------------------------------------------------------------------------------------------------------------------------------


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

Investment Fund Expenses (continued)

                                                                                       Other Fund Expenses
                                                                   Management         (after reimbursement       Total Annual
Investment Funds                                                      Fees          and/or waivers as noted)     Fund Expenses
- ------------------------------------------------------------------------------------------------------------------------------

Templeton Variable Products Series Fund, Class 1 Shares
Advisor: Templeton Asset Management Ltd.
       Templeton Developing Markets Fund                              1.25%                   0.41%                  1.66%
- ------------------------------------------------------------------------------------------------------------------------------

Advisor: Templeton Investment Counsel, Inc.
       Templeton International Fund                                  0.69%                    0.17%                  0.86%
- ------------------------------------------------------------------------------------------------------------------------------

Advisor: Franklin Mutual Advisers LLC
       Mutual Shares Investments Fund(10)                             0.00%                   1.00%                  1.00%
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  The adviser to the Fund discontinued the expense reimbursement with respect
     to the Premier Growth Portfolio effective May 1, 1998.

(2)  The expenses shown with respect to the Real Estate Investment Portfolio are
     net of voluntary reimbursements. Expenses have been capped at .95% annually
     and the adviser to the Fund intends to continue such reimbursements for the
     foreseeable  future.  The estimated expenses for the Real Estate Investment
     Portfolio,  before  reimbursement,  are: .90% management fees and 1.41% for
     other expenses.

(3)  Since May 1, 1996, Cova has been  reimbursing the Investment  Funds of Cova
     Series Trust for all operating expenses  (exclusive of the management fees)
     in excess of approximately  .10%.  Effective May 1, 1999, Cova discontinued
     this reimbursement  arrangement for the Select Equity,  Small Cap Stock and
     International Equity Portfolios.  Therefore,  the amounts shown above under
     "Other  Expenses"  have been  restated to reflect the actual  expenses  for
     these  Portfolios for the year ended December 31, 1998.  Also beginning May
     1, 1999,  Cova is  reimbursing  the Mid-Cap  Value,  Large Cap Research and
     Developing Growth Portfolios for all operating  expenses  (exclusive of the
     management  fees) in excess of  approximately  .30%,  instead of .10%. This
     change  is  reflected   above  under  "Other   Expenses"  for  these  three
     Portfolios.  Absent the expense  reimbursement,  the percentages  shown for
     total annual portfolio  expenses for the year ended December 31, 1998 would
     have been .86% for the Quality Bond Portfolio, .94% for the Large Cap Stock
     Portfolio,  .93% for the Bond  Debenture  Portfolio,  1.68% for the Mid-Cap
     Value Portfolio,  1.95% for the Large Cap Research  Portfolio and 1.70% for
     the Developing Growth Portfolio.

(4)  Estimated.  The  Portfolio  commenced  investment  operations on January 8,
     1999.

(5)  The   investment   advisers  to  the  Goldman   Sachs  Growth  and  Income,
     International  Equity and Global  Income Funds have  voluntarily  agreed to
     reduce  or  limit  certain  "Other   Expenses"  of  such  Funds  (excluding
     management  fees,  taxes,  interest  and  brokerage  fees  and  litigation,
     indemnification  and  other  extraordinary  expenses)  to the  extent  such
     expenses  exceed  0.15%,  0.25% and 0.15% per year of such  Funds'  average
     daily  net  assets,   respectively.   The  expenses   shown   include  this
     reimbursement. If not included, the "Other Expenses" and "Total Annual Fund
     Expenses" for the Goldman Sachs Growth and Income, International Equity and
     Global Income Funds would be 1.94% and 2.69%, 1.97% and 2.97% and 2.40% and
     3.30%,  respectively.  The reductions or limitations may be discontinued or
     modified by the investment advisers in their discretion at any time.

(6)  Pursuant to its  agreement  with Kemper  Variable  Series,  the  investment
     manager  and the  accounting  agent have  agreed,  for the one year  period
     commencing on May 1, 1999, to limit their  respective fees and to reimburse
     other  operating  expenses,  in a manner  communicated  to the Board of the
     Fund,  to the extent  necessary  to limit total  operating  expenses of the
     Kemper  Small Cap Value  Portfolio  to .84%.  The  amounts set forth in the
     table above reflect  actual  expenses for the past fiscal year,  which were
     lower than these expense limits.

(7)  Each series has an expense  offset  arrangement  which  reduces the series'
     custodian  fee based upon the amount of cash  maintained by the series with
     its custodian  and dividend  disbursing  agent.  Each series may enter into
     other such arrangements and directed  brokerage  arrangements,  which would
     also have the effect of reducing the series' expenses. Expenses do not take
     into account these expense  reductions,  and are therefore  higher than the
     actual expenses of the series.

(8)  MFS has  agreed to bear  expenses  for the MFS Global  Governments  Series,
     subject  to  reimbursement  by the  series,  such that the  series'  "Other
     Expenses" do not exceed 0.25% of the average daily net assets of the series
     during the current fiscal year. Absent the expense reimbursement, the Total
     Annual Fund Expenses for the year ended December 31, 1998,  would have been
     1.11% for the MFS Global  Governments  Series.  The payments made by MFS on
     behalf of the series under this arrangement are subject to reimbursement by
     the series to MFS, which will be  accomplished by the payment of an expense
     reimbursement  fee by the  series to MFS  computed  and paid  monthly  at a
     percentage  of the series'  average  daily net assets for its then  current
     fiscal year, with a limitation  that  immediately  after such payment,  the
     series' "Other Expenses" will not exceed the percentage set forth above for
     the  series.  The  obligation  of MFS to bear a  series'  "Other  Expenses"
     pursuant  to  this  arrangement,  and  the  series'  obligation  to pay the
     reimbursement  fee to MFS,  terminates  on the earlier of the date on which
     payments  made by the series equal the prior  payment of such  reimbursable
     expenses by MFS or December 31, 2004. MFS may, in its discretion, terminate
     this  arrangement  at an earlier date  provided that the  arrangement  will
     continue for the series until at least May 1, 2000,  unless terminated with
     the consent of the board of trustees which oversees the series.


(9)  The Management Fees and Total Annual Portfolio  Expenses reflect an expense
     limitation.  In the absence of the expense limitation,  the Management Fees
     and  Total  Annual  Fund   Expenses   would  have  been  1.20%  and  1.62%,
     respectively.

(10) Figures reflect  expenses from the Fund's  inception on May 1, 1998 and are
     annualized. The manager agreed in advance to limit management fees and make
     certain  payments to reduce Fund expenses as necessary so that Total Annual
     Fund  Expenses  did not exceed  1.00% of the  Fund's  Class 1 net assets in
     1998. The manager is  contractually  obligated to continue this arrangement
     through  1999.  Management  Fees,  Other  Expenses  and Total  Annual  Fund
     Expenses in 1998 before any waivers were as follows: 0.60%, 2.27% and 2.87%
     for the Mutual  Shares  Investments  Fund.  o  Deductions  for  surrenders,
     partial withdrawals and transfers.
</FN>
</TABLE>


Surrender  Charge.  A  Surrender  Charge may be deducted in the event you make a
full or partial  withdrawal of your Policy.  If you surrender your Policy or let
it  lapse  during  the  first  ten  Policy  years,  we  will  keep  part  of the
Accumulation  Account  Value of your  Policy  to help us  recover  the  costs of
selling and issuing the Policy.

The Surrender Charge is 45% of the Target Premium if you surrender the Policy or
let it lapse during the first five Policy years.  Afterwards,  the amount of the
Surrender  Charge goes down each  month.  After the 10th Policy year there is no
charge. A Surrender Charge will apply to any decrease in Face Amount.

There is a table in your Policy that shows the amount of the Target  Premium and
the percentage of the Surrender Charge for each month.

If you make a partial  withdrawal  from your Policy,  we will charge a pro-rated
portion of the  Surrender  Charge.  There may also be a Partial  Withdrawal  Fee
charged.

Partial  Withdrawal  Fee and Transfer  Fee. The first 12 requested  transfers or
partial  withdrawals in a Policy year are free.  For each partial  withdrawal or
transfer  in excess of 12 in a Policy  year,  there is a fee  assessed  which is
currently equal to $25.



5. DEATH BENEFIT

The amount of the death benefit depends on:

o    the Face Amount of your Policy;

o    the death benefit option in effect at the time of the Insured's
     death; and

o    under some circumstances the Accumulation Account Value of your Policy.

There are three death benefit options: Option A, Option B and Option C. If death
benefit  Option A is in effect,  the death  benefit is the greater of your total
Face Amount in effect or the  Accumulation  Account  Value of your Policy on the
date of the Insured's  death  multiplied by the  applicable  factor.  Under this
option, the amount of the death benefit is fixed,  except when we use the factor
to determine the benefit percentage.

If death benefit Option B is in effect, the death benefit is the greater of your
total Face Amount in effect plus the Accumulation  Account Value of your Policy,
or the  Accumulation  Account Value of your Policy  multiplied by the applicable
factor. Under this option, the amount of the death benefit is variable (but will
never be less than the Face Amount).

If death benefit Option C is in effect, the death benefit is the greater of your
total Face Amount in effect or the  Accumulation  Account Value multiplied by an
Attained Age factor.

So long as the Policy remains in force, prior to the Insured's Attained Age 100,
the minimum death benefit will be at least the current Face Amount.

Under certain  circumstances you can change death benefit options.  You can also
change the Face Amount under certain circumstances.

At the time of application for a Policy,  you designate a Beneficiary who is the
person or persons  who will  receive  the death  proceeds.  You can change  your
Beneficiary  unless  you  have  designated  an  irrevocable   Beneficiary.   The
Beneficiary does not have to be a natural person.



6. TAXES

Your Policy has been designed to comply with the definition of life insurance in
the Internal Revenue Code. As a result, the death proceeds paid under the Policy
should be excludable from the gross income of your Beneficiary.  However, estate
taxes may apply.  Any  earnings in your Policy are not taxed until you take them
out. The tax treatment of the loan  proceeds and surrender  proceeds will depend
on  whether  the  Policy is  considered  a Modified  Endowment  Contract  (MEC).
Proceeds  taken out of a MEC are  considered to come from earnings first and are
includible in taxable income. If you are younger than 5 91/2 when you take money
out of a MEC,  you may also be  subject  to a 10%  Federal  tax  penalty  on the
earnings withdrawn.



7. ACCESS TO YOUR MONEY

You can terminate your Policy at any time during the lifetime of the Insured and
we will pay you the Cash Surrender Value of your Policy.  At any time during the
Insured's lifetime and before the Policy has terminated, you may withdraw a part
of your  Accumulation  Account Value subject to the  requirements of the Policy.
When you terminate your Policy or make a partial withdrawal,  a surrender charge
and partial withdrawal fee may be assessed.

You can also borrow against the Accumulation Account Value of your Policy.



8. OTHER INFORMATION

Free Look.  You can cancel the Policy within 20 days after you receive it or the
45th day after you sign your  application,  whichever period ends later. We will
refund all premiums  paid.  In the state of  California,  if you are 60 years or
older on the Issue Date,  you can cancel  your  Policy  within 30 days after you
receive it in which case we will refund your  Policy's  Account  Value plus fees
and charges (i.e., premium tax charge,  Federal tax charge,  selection and issue
expense  charge,  cost of insurance,  monthly Policy charge,  percent of premium
charge and mortality and expense risk charge) deducted from the Account Value as
of the day we receive your returned Policy.  Upon completion of the underwriting
process,  we will  allocate  your  initial Net Premium to the Money  Market Fund
until the  reallocation  date, which occurs upon the expiration of the free look
period. After that, we will invest your Policy's  Accumulation Account Value and
any subsequent premiums as you requested.

Who Should  Purchase  the Policy?  The Policy is designed  for  individuals  and
businesses  that  have a need  for  death  protection  but who  also  desire  to
potentially  increase the values in their  policies  through  investment  in the
Investment Funds. The Policy offers the following to individuals:

o    create or conserve one's estate;

o    supplement retirement income; and

o    access to funds through loans and surrenders.

If you  currently  own a  variable  life  insurance  policy  on the  life of the
Insured, you should consider whether the purchase of the Policy is appropriate.

Also, you should carefully consider whether the Policy should be used to replace
an existing Policy on the life the Insured.

Additional Features. The following additional features are offered:

o    you can arrange to have a regular amount of money automatically transferred
     from the  Money  Market  Fund to  selected  Investment  Funds  each  month,
     theoretically  giving  you a lower  average  cost per unit over time than a
     single one time purchase. We call this feature Dollar Cost Averaging.

o    you can arrange to automatically  readjust your Accumulation  Account Value
     between Investment Funds periodically to keep the allocation you select. We
     call this feature Portfolio Rebalancing.

o    we also  offer a  number  of  additional  riders  that are  common  to life
     insurance policies.

These  features  and  riders may not be  available  in your state and may not be
suitable for your particular situation.



9. INQUIRIES

If you need more information about purchasing a Policy, please contact us at:

   Cova Life Sales Company
   One Tower Lane, Suite 3000
   Oakbrook Terrace, IL 60181
   800-523-1661

If you need Policyowner service (such as changes in Policy information,  inquiry
into Policy values, or to make a loan), please contact us at our service center:

   Cova Financial Life Insurance Company
   P.O. Box 66757
   St. Louis, MO 63166-6757
   877-357-4419



PART I

1.   THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance Policy is a contract between you, the owner, and us,
an insurance  company.  This kind of Policy is most commonly used for retirement
planning and/or estate planning.

The Policy  provides  for life  insurance  coverage  on the  Insured.  It has an
Accumulation  Account Value, a death benefit,  surrender rights, loan privileges
and  other  characteristics  associated  with  traditional  and  universal  life
insurance.  However,  since the Policy is a variable life insurance policy,  the
value of your Policy will  increase or decrease  depending  upon the  investment
experience  of the  Investment  Funds you choose.  The duration or amount of the
death  benefit  may  also  vary  based  on  the  investment  performance  of the
underlying  Investment  Funds.  To the extent  you select any of the  Investment
Funds, you bear the investment risk. If your Accumulation Account Value less any
loans,  loan  interest  accrued,  unpaid  selection and issue charge due for the
remainder  of the first  Policy year and, if  surrender  charges and any Partial
Withdrawal Fee is  insufficient  to pay the monthly  deductions,  the Policy may
terminate.

Because the Policy is like traditional and universal life insurance, it provides
a death benefit which is paid to your named Beneficiary.  When the Insured dies,
the death proceeds are paid to your Beneficiary  which should be excludable from
the gross income of the  Beneficiary.  The tax-free  death proceeds make this an
excellent  way to  accumulate  money  you do not  think  you  will  use in  your
lifetime.  It is also a tax-efficient way to provide for those you leave behind.
If you need access to your money,  you can borrow from the Policy,  make a total
surrender or a partial withdrawal.



2.   PURCHASES


Application for a Policy
In order to  purchase  a  Policy,  you must  submit  an  application  to us that
requests  information about the proposed Insured. In some cases, we will ask for
additional information. We may request that the proposed Insured provide us with
medical  records,  a  physician's  statement or possibly  require  other medical
tests.


Premiums
Before coverage  begins under a Policy,  the application and the premium must be
in good order as determined by our administrative  rules. You may receive a copy
of a Policy before that time for examination but there will be no coverage. Each
premium  after the  initial  premium  must be at least  $10.  The  Policy is not
designed for  professional  market  timing  organizations,  other  entities,  or
persons using programmed, large, or frequent transfers.

You can  establish  a schedule  of planned  premiums.  We will send you  billing
notices for these premium payments. A failure to pay such a premium payment will
not itself cause the Policy to lapse.


Unscheduled Premiums
You can make  additional  unscheduled  premium  payments  at any time  while the
Policy is in force.  However,  in order to preserve the  favorable tax status of
the Policy,  we may limit the amount of the premiums and may return any premiums
that exceed the limits stated under the Internal Revenue Code.

If Cova  receives  a premium  payment  which  would  cause the death  benefit to
increase by an amount that exceeds the Net Premium portion of the payment,  then
Cova reserves the right to:

(1)  refuse that premium payment; or

(2) require additional evidence of insurability before it accepts the premium.


Lapse and Grace Period
During  the  first 5  Policy  years,  your  Policy  will  not  lapse if the Cash
Surrender Value of your Policy is insufficient to pay for the monthly deductions
when:

o    the  sum  of all  premiums  paid  on the  Policy  (reduced  by any  partial
     withdrawals and any outstanding  loan balance) is at least equal to the sum
     of the No Lapse  Monthly  Premiums  for the elapsed  months since the Issue
     Date.

The No Lapse Monthly Premium amount is found on the specifications  page of your
Policy.  This  amount may be modified  if you change  your Face  Amount,  make a
change in the premium class of the Insured  within 5 years of the Issue Date, or
if there is an addition or deletion of a rider.

Lapse will occur if:

o    the Cash Surrender  Value is not sufficient to cover the monthly  deduction
     (except for reasons stated above);

o    the sum of all the  premiums  you paid  into  the  Policy  (reduced  by any
     partial  withdrawal  or any  outstanding  loan balance) is less than the No
     Lapse Monthly Premium; and

o    a grace period expires without a sufficient premium payment.

When a Policy is about to terminate, the Policy provides a grace period in order
for you to make a premium  payment or a loan  repayment  to keep your  Policy in
force. The grace period,  which is 62 days, begins on the Monthly Anniversary on
which  the Cash  Surrender  Value  is  insufficient  to meet  the  next  monthly
deduction.  We will notify you by mail of the amount of additional  premium that
must be paid to keep the  Policy  from  terminating.  If we do not  receive  the
required  amount  within the grace  period,  the Policy will lapse and terminate
without Accumulation Account Value.

If the Insured dies during the grace period, any overdue monthly deductions will
be deducted from the death benefit otherwise payable.


Reinstatement
If your Policy terminated at the end of a grace period,  you can request that we
reinstate it (restore your insurance  coverage) anytime within 5 years after its
termination. To reinstate your Policy you must:

o    submit a written request for reinstatement;

o    submit proof  satisfactory to us that the Insured is still insurable at the
     risk class that applies for the latest Face Amount portion then in effect;

o    pay a Net Premium  large enough to cover the monthly  deductions  that were
     due at the time of lapse and 2 times the monthly  deduction due at the time
     of reinstatement; and

o    pay an amount large enough to cover any loan interest due and unpaid at the
     time of lapse.

The  reinstatement  date is the  date on or  following  the day we  approve  the
application for reinstatement.  The Accumulation Account Value of your Policy on
the reinstatement date is equal to:

o    the amount of any Policy loan reinstated;

o    increased by the Net Premiums paid at  reinstatement,  any Policy loan paid
     at the time of  reinstatement,  and the amount of any surrender charge paid
     at the time of lapse.

The Policy may not be  reinstated if it has been  surrendered  or if the Insured
dies before the  reinstatement  date. There will be a full monthly deduction for
the Policy month which includes the reinstatement date.


Allocation of Premium
When we receive a premium from you, we deduct:

o    a Tax Charge for premium taxes and Federal taxes; and

o    a Sales Charge.

The  premium  less these  charges is referred  to as the Net  Premium.  Your Net
Premium is  allocated  to the General  Account or one or more of the  Investment
Funds, as selected by you.

When we issue you a Policy,  we  automatically  allocate your initial premium to
the Money  Market  Fund.  Once the free look period  expires,  the  Accumulation
Account  Value of your Policy is  allocated  to the General  Account  and/or the
Investment   Funds  in  accordance  with  your   selections   requested  in  the
application.  For any chosen  allocation,  the  minimum  percentage  that may be
allocated is 5% of the Net Premium and the percentages must be in whole numbers.
This  allocation  is not subject to the  transfer  fee  provision.  However,  we
reserve  the right to limit the number of  selections  that you may invest in at
any one time.


Accumulation Account Value of Your Policy
The  Accumulation  Account  Value  equals the sum of the  amounts in the General
Account, the Investment Funds you have selected, and the Loan Account.


Method of Determining Accumulation
Account Value of an Investment Fund
The  value of your  Policy  will go up or down  depending  upon  the  investment
performance of the Investment  Fund(s) you choose and the charges and deductions
made against your Policy.

The  Accumulation  Account Value of the Investment  Funds is determined for each
Valuation Period.  When we apply your initial premium to an Investment Fund, the
Accumulation  Account Value equals the Net Premium  allocated to the  Investment
Fund,  minus the  monthly  deduction(s)  due from the  Issue  Date  through  the
Investment  Start Date.  Thereafter,  on each Valuation  Date, the  Accumulation
Account Value in an Investment Fund will equal:

(1)  The  Accumulation  Account  Value in the  Investment  Fund on the preceding
     Valuation Date,  multiplied by the Investment  Fund's Net Investment Factor
     (defined below) for the current Valuation Period; plus

(2)  Any Net Premium payments received during the current Valuation Period which
     are allocated to the Investment Fund; plus

(3)  Any loan  repayments  allocated to the  Investment  Fund during the current
     Valuation Period; plus

(4)  Any amounts  transferred to the Investment Fund from the General Account or
     from another Investment Fund during the current Valuation Period; plus

(5)  That  portion  of the  interest  credited  on  outstanding  loans  which is
     allocated to the Investment Fund during the current Valuation Period; minus

(6)  Any amounts  transferred  from the Investment Fund to the General  Account,
     Loan Account,  or to another  Investment Fund during the current  Valuation
     Period (including any transfer charges); minus

(7)  Any  partial  withdrawals  from the  Investment  Fund  during  the  current
     Valuation Period; minus

(8)  Any withdrawal due to a Pro-Rata  Surrender from the Investment Fund during
     the current Valuation Period; minus

(9)  Any withdrawal or surrender  charges incurred during the current  Valuation
     Period  attributed  to the  Investment  Fund in  connection  with a partial
     withdrawal or Pro-Rata Surrender; minus

(10) If a Monthly  Anniversary  occurs during the current Valuation Period,  the
     portion of the monthly  deduction  allocated to the Investment  Fund during
     the current  Valuation Period to cover the Policy month which starts during
     that Valuation Period.


Net Investment Factor
The Net Investment  Factor measures the investment  performance of an Investment
Fund during a Valuation  Period.  The Net Investment  Factor for each Investment
Fund for a Valuation Period is calculated as follows:

(1)  The value of the assets at the end of the preceding Valuation Period; plus

(2)  The investment income and capital gains,  realized or unrealized,  credited
     to the assets in the Valuation  Period for which the Net Investment  Factor
     is being determined; minus

(3)  The capital  losses,  realized or unrealized,  charged against those assets
     during the Valuation Period; minus

(4)  Any amount charged against each  Investment  Fund for taxes,  including any
     tax or other economic burden resulting from the application of the tax laws
     determined by us to be properly  attributable  to the Investment  Funds, or
     any amount set aside  during the  Valuation  Period as a reserve  for taxes
     attributable to the operation or maintenance of each Investment Fund; minus

(5)  The  mortality and expense risk charge equal to a percentage of the average
     net assets for each day in the Valuation Period. This charge, for mortality
     and expense risks,  is determined by the length of time the Policy has been
     in force. It will not exceed the amounts shown in the following table:

        Policy           Percentage of        Effective
        Years            Avg. Net Assets      Annual Rate
       ---------         ----------------    ----------------
        1-10              0.0015027             0.55%

        11-20             0.0012301             0.45%

        21+               0.0009572             0.35%

     divided by

6) The value of the assets at the end of the preceding Valuation Period.


Our Right to Reject or Return a Premium Payment
In order to receive the tax  treatment  for life  insurance  under the  Internal
Revenue Code (Code), a Policy must initially  qualify and continue to qualify as
life insurance under the Code. To maintain this qualification,  we have reserved
the right under the Policy to return any premiums paid which we have  determined
will cause the Policy to fail as life insurance.  We also have the right to make
changes in the Policy or to make a distribution  to the extent we determine this
is  necessary  to  continue  to  qualify  the  Policy  as life  insurance.  Such
distributions may have current income tax consequences to you.

If  subsequent  premiums  will cause your Policy to become a Modified  Endowment
Contract (MEC) we will contact you prior to applying the premium to your Policy.
If you elect to have the premium  applied,  we require that you  acknowledge  in
writing that you understand the tax  consequences  of a MEC before we will apply
the premiums.



3.   INVESTMENT FUNDS

There are currently 41 Investment  Funds available in connection with the Policy
we are offering  here. The  Investment  Funds are offered  through one of eleven
open-end,   diversified  management  investment  companies:   (1)  AIM  Variable
Insurance  Funds,  Inc., (2) Alliance  Variable  Products Series Fund, Inc., (3)
Cova Series  Trust,  (4) General  American  Capital  Company,  (5) Goldman Sachs
Variable  Insurance  Trust,  (6) Kemper Variable  Series,  (7) Liberty  Variable
Investment  Trust, (8) MFS Variable  Insurance  Trust, (9) Oppenheimer  Variable
Account Funds,  (10) Putnam Variable Trust, and (11) Templeton  Variable Product
Series Fund.

You can only invest in up to 15 of the Investment  Funds and the General Account
at any one time.

Purchasers should read this prospectus and the prospectuses for the above listed
investment companies carefully before investing. Certain portfolios contained in
the fund prospectuses may not be available with your Policy.

The  following  is a list  of  the  Investment  Funds  and  investment  managers
available under the Policy:


AIM VARIABLE INSURANCE FUNDS, INC.
   Advisor: A I M Advisors, Inc.
   AIM V.I. Capital Appreciation Fund
   AIM V.I. International Equity Fund
   AIM V.I. Value Fund


ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
   Advisor: Alliance Capital Management, L.P.
   Premier Growth Portfolio
   Real Estate Investment Portfolio


COVA SERIES TRUST
   Advisor: J.P. Morgan Investment Management, Inc.
   Select Equity Portfolio
   Small Cap Stock Portfolio
   International Equity Portfolio
   Quality Bond Portfolio
   Large Cap Stock Portfolio

   Advisor: Lord, Abbett & Co.
   Bond Debenture Portfolio
   Mid-Cap Value Portfolio
   Large Cap Research Portfolio
   Developing Growth Portfolio
   Lord Abbett Growth and Income Portfolio


GENERAL AMERICAN CAPITAL COMPANY
   Advisor: Conning Asset Management Company
   Money Market Fund


GOLDMAN SACHS VARIABLE INSURANCE TRUST
   Advisor: Goldman Sachs Asset Management
   Goldman Sachs Growth and Income Fund

   Advisor: Goldman Sachs Asset Management International
   Goldman Sachs International Equity Fund
   Goldman Sachs Global Income Fund


KEMPER VARIABLE SERIES
   Advisor: Scudder Kemper Investments, Inc.
   Kemper Small Cap Value Portfolio
   Kemper Government Securities Portfolio
   Kemper Small Cap Growth Portfolio


LIBERTY VARIABLE INVESTMENT TRUST
   Advisor: Newport Fund Management, Inc.
   Newport Tiger Fund, Variable Series
  (a portfolio investing in equity securities of companies located in certain
  countries of Asia).


MFS(R) VARIABLE INSURANCE TRUSTSM
   Advisor: MFS Investment Management(R)
   MFS Emerging Growth Series
   MFS Research Series
   MFS Growth With Income Series
   MFS High Income Series
   MFS Global Governments Series


OPPENHEIMER VARIABLE ACCOUNT FUNDS
   Advisor: OppenheimerFunds, Inc.
   Oppenheimer High Income Fund/VA
   Oppenheimer Bond Fund/VA
   Oppenheimer Capital Appreciation Fund/VA
   Oppenheimer Main Street Growth & Income Fund/VA
   Oppenheimer Strategic Bond Fund/VA


PUTNAM VARIABLE TRUST
   Advisor: Putnam Investment Management, Inc.
   Putnam VT Growth and Income Fund - Class IA Shares
   Putnam VT International Growth Fund - Class IA Shares
   Putnam VT International New Opportunities Fund - Class IA Shares
   Putnam VT New Value Fund - Class IA Shares
   Putnam VT Vista Fund - Class IA Shares (a stock portfolio)


TEMPLETON VARIABLE PRODUCTS SERIES FUND,
CLASS 1 SHARES
   Advisor: Templeton Asset Management Ltd.
   Templeton Developing Markets Fund

   Advisor: Templeton Investment Counsel, Inc.
   Templeton International Fund

   Advisor: Franklin Mutual Advisers LLC
   Mutual Shares Investments Fund

The investment  objectives  and policies of certain of the Investment  Funds are
similar to the  investment  objectives  and  policies of other mutual funds that
certain of the investment advisers manage.  Although the objectives and policies
may be similar,  the investment results of the Investment Funds may be higher or
lower than the  results of such other  mutual  funds.  The  investment  advisers
cannot guarantee,  and make no  representation,  that the investment  results of
similar funds will be comparable  even though the funds have the same investment
advisers.

Shares of the  Investment  Funds  may be  offered  in  connection  with  certain
variable annuity contracts and variable life insurance  policies of various life
insurance  companies  which  may  or may  not be  affiliated  with  us.  Certain
Investment Funds may also be sold directly to qualified plans. The Funds believe
that offering their shares in this manner will not be disadvantageous to you.

We may enter into  certain  arrangements  under which we are  reimbursed  by the
Investment   Funds'   advisers,   distributors   and/or   affiliates   for   the
administrative services which we provide to the Funds.


Substitution and Limitations on Further Investments
We may  substitute  one of the  Investment  Funds you have selected with another
Investment  Fund.  We  will  not do  this  without  the  prior  approval  of the
Securities and Exchange  Commission.  We may also limit further investment in an
Investment Fund. We will give you notice of our intention to do this.


Transfers
At your  request,  we will transfer  amounts in your Policy from any  Investment
Fund to another  Investment Fund, or to and from the General Account (subject to
restrictions).  The minimum  amount that can be transferred is the lesser of the
minimum  transfer amount  (currently  $500), or the total value in an Investment
Fund  or  the  General  Account.  You  can  make  twelve  transfers  or  partial
withdrawals in a Policy year without charge.  We currently charge a transfer fee
of $25 for additional transfers in a Policy year.

You cannot make a transfer out of our General  Account in the first Policy year.
The maximum amount you can transfer from the General  Account in any Policy year
after the 1st is the greater of:

(a)  25% of a  Policy's  Cash  Surrender  Value in the  General  Account  at the
     beginning of the Policy year; or

(b)  the previous Policy year's General Account maximum withdrawal amount not to
     exceed the total Cash Surrender Value of the Policy.

Transfers  resulting  from Policy  loans will not be counted for purposes of the
limitations on the amount or frequency of transfers allowed in each Policy year.

We have not designed this Policy or the underlying  Investment  Funds for use by
professional  market  timing  organizations,  other  entities,  or persons using
programmed,  large, or frequent transfers. If it appears that there is a pattern
of exchanges that coincides with a "market  timing"  strategy and are disruptive
to the  Investment  Funds,  the transfer will be refused.  Policies under common
ownership or control may be aggregated for purposes of transfer limits.  We will
coordinate  with the Fund managers to restrict the transfer  privilege or reject
any specific premium  allocation  request for any person,  if, in the Investment
Fund  manager's  judgment,  the  Investment  Fund  would  be  unable  to  invest
effectively in accordance with its investment  objectives and policies, or would
otherwise potentially be adversely affected.

Although we currently intend to continue to permit transfers for the foreseeable
future, the Policy provides that we may at any time revoke, modify, or limit the
transfer privilege.


Dollar Cost Averaging
Dollar cost  averaging  is a program  which  enables  you to allocate  specified
dollar amounts from the Money Market Fund to other Investment Funds on a monthly
basis. By allocating  amounts on a monthly basis, you may be less susceptible to
the impact of market fluctuations.

The minimum transfer amount is $100. The minimum amount that can be allocated to
an Investment Fund is 5% of the amount transferred. You can elect to participate
in this  program at any time by properly  completing  the dollar cost  averaging
election form.

Dollar cost averaging will terminate when any of the following occurs:

1)   the value of the Money Market Fund is completely depleted; or

2) you request termination in writing.

There is no current charge for dollar cost averaging but we reserve the right to
charge  for this  program  in the  future.  Transfers  made  under  dollar  cost
averaging do not count against the total of 12 transfers  allowed without charge
in a Policy year. Dollar cost averaging cannot be used  simultaneously  with the
portfolio rebalancing program.


Portfolio Rebalancing
Over  time,  the funds in the  General  Account  and the  Investment  Funds will
accumulate at different rates as a result of different  investment returns.  You
may direct us to automatically  restore the balance of the Accumulation  Account
Value in the General  Account  and in the  Investment  Funds to the  percentages
determined  in  advance.  There are two  methods  of  rebalancing  available  --
periodic and variance.

Periodic  Rebalancing.  Under  this  option  you  elect  a  frequency  (monthly,
quarterly,  semiannually or annually),  measured from the Policy anniversary. On
each date elected, we will rebalance the Investment Funds and/or General Account
to  reallocate  the  Accumulation  Account  Value  according  to the  investment
percentages you elected.

Variance  Rebalancing.  Under  this  option  you  elect  a  specific  allocation
percentage  for the General  Account  and each  Investment  Fund.  For each such
account, the allocation  percentage (if not zero) must be a whole percentage and
must not be less than five percent. You also elect a maximum variance percentage
(5%, 10%, 15%, or 20% only),  and can exclude  specific  Investment Funds and/or
the General Account from being rebalanced.  On each Monthly  Anniversary we will
review the current balances to determine  whether any Investment Fund balance is
outside of the variance  range  (either  above or below) as a percentage  of the
specified  allocation  percentage.  If any  Investment  Fund is  outside  of the
variance  range,  we will  generate  transfers to rebalance all of the specified
Investment   Funds  and/or  the  General  Account  back  to  the   predetermined
percentages.

Transfers  resulting from portfolio  rebalancing will not be counted against the
total number of transfers allowed in a Policy year before a charge is applied.

You may elect either  method of portfolio  rebalancing  by  specifying it on the
Policy application,  or may elect it later for an in force Policy, or may cancel
it, by submitting a change form acceptable to us.

We reserve the right to suspend  portfolio  rebalancing at any time on any class
of policies on a nondiscriminatory basis, or to charge an administrative fee for
election  changes in excess of a specified number in a Policy year in accordance
with  our   administrative   rules.   Portfolio   rebalancing   cannot  be  used
simultaneously with the dollar cost averaging program.


Approved Asset Allocation Programs
We recognize the value to certain  Owners of having  available,  on a continuous
basis,  advice for the  allocation  of their  money among the  Investment  Funds
available  under the Policy.  Certain  providers of these types of services have
agreed to provide such services to Owners in accordance with our  administrative
rules regarding such programs.

We have  made no  independent  investigation  of these  programs.  We have  only
established that these programs are compatible with our  administrative  systems
and rules.

Even though we permit the use of approved asset allocation programs,  the Policy
was not designed for professional market timing organizations. Repeated patterns
of frequent  transfers are disruptive to the operations of the Investment Funds,
and  should we become  aware of such  disruptive  practices,  we may  modify the
transfer privilege either on an individual or class basis.

If you participate in an approved asset allocation  program,  the transfers made
under the  program are not taken into  account in  determining  any  transaction
charges.



4.   EXPENSES

There are charges and other expenses  associated with the Policy that reduce the
return on your investment in the Policy. The charges and expenses are:


Tax Charges
There are charges for Federal taxes, and state and local premium taxes which are
deducted from each premium payment.  The Federal tax charge is currently 1.3% of
each premium. The premium tax charge is currently 2.35% of premium payments.  If
the tax rates change, we may change the amount of the deduction to cover the new
rate.


Sales Charge
A sales  charge  will  be  deducted  from  each  premium  payment  to  partially
compensate  us  for  expenses  incurred  in  distributing  the  Policy  and  any
additional  benefits  provided by riders.  We currently intend to deduct a sales
charge determined according to the following schedule:

   Policy Year 1:     15% of premium up to Target Premium; 5%
                      of premium above Target Premium
   Policy Years 2-10: 5% of all premium paid
   Policy Years 11+:  2% of all premium paid

The expenses  covered by the sales charge include agent sales  commissions,  the
cost of printing  prospectuses and sales literature,  and any advertising costs.
Where policies are issued to Insureds with higher mortality risks or to Insureds
who have  selected  additional  insurance  benefits,  a  portion  of the  amount
deducted  for the sales  charge is used to pay  distribution  expenses and other
costs associated with these additional coverages.

To the extent that sales  expenses are not  recovered  from the sales charge and
the  surrender  charge,  those  expenses  may be recovered  from other  sources,
including the mortality and expense risk charge described below.


Selection and Issue Expense Charge
During the first ten Policy years, we generally  assess a monthly  selection and
issue expense charge to cover the costs  associated  with the  underwriting  and
issue of the Policy.  The monthly  charge per $1,000 of Face Amount  ranges from
approximately  4 cents to one dollar,  and varies by Issue Age, risk class,  and
(except on unisex Policies) sex of the Insured.


Monthly Policy Charge
We deduct a monthly Policy charge on the Investment  Start Date and each Monthly
Anniversary  date.  The  charge is equal to $25 per  Policy  month for the first
Policy year.  Thereafter,  it is $6 per Policy month  guaranteed not to increase
while the Policy is in force.

The charge  reimburses  us for expenses  incurred in the  administration  of the
Policies.  Such  expenses  include:  confirmations,  annual  reports and account
statements,  maintenance  of Policy  records,  maintenance  of Separate  Account
records,  administrative  personnel costs, mailing costs, data processing costs,
legal fees,  accounting fees, filing fees, the costs of other services necessary
for policyowner servicing and all accounting, valuation, regulatory and updating
requirements.


Monthly Cost of Insurance Charge
This charge  compensates  us for the insurance  coverage we provide in the month
following the charge. The monthly cost of insurance charge for each Policy month
equals the total of the  insurance  risk  charges for the Policy  month for each
Face Amount portion then in effect.

The monthly cost of insurance charge is deducted on each Monthly Anniversary for
the following  Policy month.  The monthly cost of insurance charge is determined
in a manner that reflects the anticipated  mortality of the Insured and the fact
that the death  benefit is not payable  until the death of the Insured.  Because
the monthly cost of insurance  charge  depends upon a number of  variables,  the
charge will vary for each Policy month.  We will determine the cost of insurance
charge by multiplying  the applicable cost of insurance rate or rates by the net
amount at risk (defined below) for each Policy month.

The monthly  cost of insurance  rates are  determined  at the  beginning of each
Policy year. The rates will be based on the Attained Age, duration,  rate class,
and (except for unisex  policies) sex of the Insured at issue.  The monthly cost
of insurance rates generally increase as the Insured's Attained Age increases.

The rate class of an Insured  also will affect the cost of insurance  rate.  For
the initial  Face Amount,  we will use the rate class on the Issue Date.  If the
death benefit equals a percentage of Accumulation  Account Value, an increase in
Accumulation  Account  Value  will  cause an  automatic  increase  in the  death
benefit.  The rate class for such increase will be the same as that used for the
initial Face Amount.

We currently  place the Insured  into a preferred  rate class,  a standard  rate
class, or into rate classes involving a higher mortality risk.

Actual monthly cost of insurance  rates may change,  and the actual monthly cost
of insurance  charge will be  determined by us based on our  expectations  as to
future mortality experience. However, the actual monthly cost of insurance rates
will not be greater than the guaranteed cost of insurance rates set forth in the
Policy.  For Policies which are not in a substandard  risk class, the guaranteed
cost of  insurance  rates  are  equal  to 100% of the  rates  set  forth  in the
male/female  smoker/non-smoker 1980 CSO Mortality Tables (1980 CSO Tables NA and
SA and 1980 CSO Tables NG and SG for sex distinct  policies and policies  issued
in qualified  pension plans).  All Policies are based on the Attained Age of the
Insured.  Higher rates apply if the Insured is determined to be in a substandard
risk class.

In two otherwise identical policies, an Insured in the preferred rate class will
have a lower cost of insurance than an Insured in a rate class involving  higher
mortality risk. Each rate class is also divided into two categories: smokers and
nonsmokers.  Non-smoker  Insureds will generally incur a lower cost of insurance
than similarly situated Insureds who smoke.  (Insureds under Attained Age 20 are
automatically assigned to the non-smoker rate class.)

The net amount at risk for a Policy month is:

(1)  the death benefit at the beginning of the Policy month divided by 1.0032737
     (which reduces the net amount at risk, solely for purposes of computing the
     cost of insurance,  by taking into account assumed  monthly  earnings at an
     annual rate of 4%); less

(2)  the Accumulation Account Value at the beginning of the Policy month.

In calculating the monthly cost of insurance charges, the cost of insurance rate
for a Face Amount is applied to the net amount at risk for that Face Amount.


Charges for Additional Benefit Riders
The amount of the charge,  if any,  each  Policy  month for  additional  benefit
riders  is  determined  in  accordance  with  the  rider  and  is  shown  on the
specifications page of your Policy.


Mortality and Expense Risk Charge
We will  deduct a daily  charge  from the  Investment  Funds.  The amount of the
deduction  is  determined  as a  percentage  of the  average  net assets of each
Investment  Fund. The current daily  deduction  percentages,  and the equivalent
effective annual rates, are:

                        Daily
      Policy            Charge              Annual
      Years             Factor              Equivalent
     --------          -----------          -----------
      1-10              .0015027%           0.55%
      11-20             .0012301%           0.45%
      21+               .0009572%           0.35%

This deduction is guaranteed not to increase while the Policy is in force.  This
risk charge  compensates  us for assuming the  mortality and expense risks under
the Policy.  The mortality risk assumed by us is that the Insureds,  as a group,
may not live as long as expected.  The expense risk assumed by us is that actual
expenses  may be  greater  than  those  assumed.  We expect to profit  from this
charge.


Surrender Charge
For up to 10 years after the Issue Date,  we will impose a  contingent  deferred
sales charge, also referred to as a surrender charge, when the following occur:

o    upon surrender or lapse of the Policy;

o    upon a partial withdrawal;

o    upon a Pro-Rata Surrender; or

o    upon a decrease in Face Amount.

The  amount  of the  charge  assessed  will  depend  upon a number  of  factors,
including the type of event (a full surrender,  lapse,  or partial  withdrawal),
the amount of any premium payments made under the Policy prior to the event, and
the number of Policy years having elapsed since the Policy was issued.

The surrender charge compensates us for expenses relating to the distribution of
the Policy, including agents' commissions,  advertising, and the printing of the
prospectus and sales literature.

The surrender charge percentage is shown in the following table.

If surrender or lapse occurs in   The percentage of the annual
  the last month of Policy year:  Target Premium payable is:
 ------------------------------  ----------------------------

          1 through 5                         45%

               6                              40%

               7                              30%

               8                              20%

              9                               10%

         10 and later                         0%

The  Target  Premium  (on which we base the  surrender  charge) is shown in your
Policy. As shown above, the maximum surrender charge is 45% of the annual Target
Premium payable.

In addition,  the  percentages  are reduced equally for each Policy month during
the years shown. For example, during the seventh year, the percentage is reduced
equally  each  month  from 40% at the end of the sixth year to 30% at the end of
the seventh year. This table may be modified if required by law or regulation of
the governing jurisdiction.

The  amount  of the  surrender  charge  deducted  upon a partial  withdrawal  or
Pro-Rata Surrender will equal a fraction of the charge that would be deducted if
the Policy were  surrendered  at that time.  The fraction  will be determined by
dividing the amount of the withdrawal by the  Accumulation  Account Value before
the withdrawal and multiplying the result by the surrender  charge.  Immediately
after a  withdrawal,  the  Policy's  remaining  surrender  charge will equal the
amount of the surrender charge immediately before the withdrawal less the amount
deducted in connection with the withdrawal.

A surrender  charge will apply when there is a decrease in Face Amount for up to
10 years from the Policy's Issue Date. A partial withdrawal may cause a decrease
in Face  Amount and  therefore,  we may deduct a surrender  charge.  If the Face
Amount is  decreased by some  fraction of any previous  increases in Face Amount
and/or the Face  Amount at issue,  the  surrender  charge  deducted  will be the
previously defined surrender charge multiplied by the fraction.


Transaction Charges
There is no  transaction  charge for the first  twelve  partial  withdrawals  or
requested  transfers in a Policy  year.  We will impose a charge of $25 for each
partial  withdrawal or requested  transfer in excess of twelve in a Policy year.
We may revoke or modify the  privilege  of  transferring  amounts to or from the
General Account at any time.  Partial  withdrawals and Pro-Rata  Surrenders will
result in the imposition of the applicable surrender charge.


Investment Fund Expenses
The expenses of the Investment Funds are shown in the Summary.

The value of the net assets of the Investment  Funds will reflect the investment
advisory fee and other expenses incurred by the underlying investment companies.

The Investment Fund expenses are collected from the underlying  Investment Fund,
and are not direct  charges  against the Separate  Account  assets or reductions
from the  Policy's  Accumulation  Account  Value.  Expenses of the Funds are not
fixed or specified under the terms of the Policy,  and actual expenses may vary.
These  underlying  Investment  Fund  expenses  are taken into  consideration  in
computing each Investment Fund's net asset value, which is used to calculate the
unit values in the Separate Account.  The management fees and other expenses are
more fully described in the prospectus of each individual  Investment  Fund. The
information  relating  to the  Investment  Fund  expenses  was  provided  by the
Investment  Fund and was not  independently  verified by us. Except as otherwise
specifically  noted,  the  management  fees and other expenses are not currently
subject to fee waivers or expense reimbursements.



5.   DEATH BENEFIT

The  amount  of  the  death  benefit  depends  on the  total  Face  Amount,  the
Accumulation  Account  Value of your  Policy  on the date of death and the death
benefit  option  (Option A,  Option B, or Option C) in effect at that time.  The
actual amount we will pay the Beneficiary will be reduced by any Indebtedness.

The initial Face Amount and the death benefit option in effect on the Issue Date
are shown on the specifications page of your Policy.

Option A. The amount of the death benefit under Option A is the greater of:

o    the Face Amount; or

o    the  Accumulation  Account  Value  of your  Policy  on the  date  of  death
     multiplied by the applicable  multiple  percentage shown in the "Applicable
     Percentage of  Accumulation  Account Value Table For Insureds Less than Age
     100" shown below.

Option B. The amount of the death benefit under Option B is the greater of:

o    the Face Amount plus the  Accumulation  Account Value of your Policy on the
     date of death; or

o    the  Accumulation  Account  Value  of your  Policy  on the  date  of  death
     multiplied by the applicable  multiple  percentage shown in the "Applicable
     Percentage of  Accumulation  Account Value Table For Insureds Less than Age
     100" shown below.

            Applicable Percentage of Accumulation Account Value Table
                         For Insureds Less Than Age 100

    Insured                 Policy Accumulation Account Value
    Person's Age            Multiple Percentage
   ----------------        -----------------------------------

    40 or under                           250%
        45                                215%
        50                                185%
        55                                150%
        60                                130%
        65                                120%
        70                                115%
     78 to 90                             105%
     95 to 99                             101%

For ages that are not shown on this table the  applicable  percentage  multiples
will decrease by a ratable portion for each full year.

Option C. The amount of the death benefit under Option C is the greater of:

o    the Face Amount; or

o    the Accumulation  Account Value of your Policy on the date of the Insured's
     death  multiplied by the  applicable  factor from the Table of Attained Age
     Factors shown in your Policy.

If your Policy is in force after the  Insured's  Attained  Age is 100,  then the
Death Benefit will be 101% of the Policy's Accumulation Account Value.


Change of Death Benefit
If the Policy was issued with either  death  benefit  Option A or death  benefit
Option B, the death benefit  option may be changed.  A Policy issued under death
benefit  Option C may not be changed  for the  entire  lifetime  of the  Policy.
Similarly,  a Policy  issued under either  death  benefit  Option A or B may not
change to death benefit  Option C for the lifetime of the Policy.  A request for
change must be made to us in writing.  The Effective  Date of such a change will
be the  Monthly  Anniversary  on or  following  the date we  receive  the change
request.

A death benefit  Option A Policy may be changed to have death benefit  Option B.
The  Face  Amount  will be  decreased  to  equal  the  death  benefit  less  the
Accumulation  Account  Value on the Effective  Date of the change.  Satisfactory
evidence of  insurability  must be submitted to us in connection  with a request
for a change from death benefit Option A to death benefit Option B. A change may
not be made if it would  result in a Face Amount of less than the  minimum  Face
Amount.

A death benefit  Option B Policy may be changed to have death benefit  Option A.
The Face Amount will be  increased to equal the death  benefit on the  Effective
Date of the change.

A change in death benefit option may have Federal income tax consequences.


Change in Face Amount
Subject to certain limitations set forth below, you may decrease or increase the
Face Amount of a Policy once each Policy  year after the first  Policy  year.  A
written  request is required for a change in the Face  Amount.  A change in Face
Amount may affect the cost of insurance rate and the net amount at risk, both of
which affect your cost of insurance  charge. A reduction in the Face Amount of a
Policy may have Federal income tax consequences.

Any decrease in the Face Amount will become effective on the Monthly Anniversary
on or  following  receipt  of the  written  request  by us.  The  amount  of the
requested  change  must be at  least  $5,000  ($2,000  for  Policies  issued  in
qualified  pension  plans)  and the Face  Amount  remaining  in force  after any
requested decrease may not be less than the minimum Face Amount. If you decrease
the Face  Amount  and the  Policy  does not  comply  with  the  maximum  premium
limitations  required by Federal  tax law,  the  decrease  may be limited or the
Accumulation  Account  Value may be returned to you (at your  election),  to the
extent  necessary to meet these  requirements.  If you want to increase the Face
Amount,  you must submit proof that the Insured is insurable by our standards on
the date the  requested  increase  is  submitted  and the  Insured  must have an
Attained Age not greater than age 80 on the Policy anniversary that the increase
will become effective.



6.   TAXES

NOTE: We have prepared the following  information  on Federal  income taxes as a
general  discussion of the subject.  It is not intended as tax advice to anyone.
You should  consult your own tax adviser about your own  circumstances.  We have
included an additional discussion regarding taxes in Part II.


Life Insurance in General
Life  insurance,  such as  this  Policy,  is a  means  of  providing  for  death
protection  and setting aside money for future needs.  Congress  recognized  the
importance of such planning and provided  special rules in the Internal  Revenue
Code for life insurance.

Simply stated, these rules provide that you will not be taxed on the earnings on
the  money  held in your life  insurance  Policy  until you take the money  out.
Beneficiaries  generally are not taxed when they receive the death proceeds upon
the death of the Insured. However, estate taxes may apply.


Taking Money Out of Your Policy
You, as the owner,  will not be taxed on  increases  in the value of your Policy
until a  distribution  occurs either as a surrender or as a loan. If your Policy
is a MEC,  any loans or  surrenders  from the  Policy  will be  treated as first
coming from earnings and then from your investment in the Policy.  Consequently,
these earnings are included in taxable income.

The Internal  Revenue Code (Code) also provides that any amount  received from a
MEC which is  included  in income may be subject to a 10%  penalty.  The penalty
will not apply if the  income  received  is:  (1) paid on or after the  taxpayer
reaches age 591/2 ; (2) paid if the taxpayer  becomes totally  disabled (as that
term is defined in the Code); or (3) in a series of substantially equal payments
made  annually (or more  frequently)  for the life (or life  expectancy)  of the
taxpayer.

If your Policy is not a MEC, any  surrender  proceeds will be treated as first a
recovery of the investment in the Policy and to that extent will not be included
in taxable income.  Furthermore,  any loan will be treated as Indebtedness under
the Policy and not as a taxable  distribution.  See "Tax  Status" in Part II for
more details.


Diversification
The Code provides that the underlying  investments for a variable life insurance
Policy must satisfy certain diversification  requirements in order to be treated
as a life insurance  contract.  We believe that the  Investment  Funds are being
managed so as to comply with such requirements.

Under current Federal tax law, it is unclear as to the circumstances under which
you,  because  of the  degree  of  control  you  exercise  over  the  underlying
investments,  and not us would be  considered  the  owner of the  shares  of the
Investment  Funds. If you are considered the owner of the  investments,  it will
result in the loss of the favorable tax treatment for the Policy.  It is unknown
to what  extent  owners  are  permitted  to  select  Investment  Funds,  to make
transfers among the Investment  Funds or the number and type of Investment Funds
owners may  select  from.  If  guidance  from the  Internal  Revenue  Service is
provided  which is considered a new position,  the guidance  would  generally be
applied  prospectively.  However, if such guidance is considered not to be a new
position,  it may be applied  retroactively.  This  would mean that you,  as the
owner of the Policy,  could be treated as the owner of the Investment Funds. Due
to the uncertainty in this area, we reserve the right to modify the Policy in an
attempt to maintain favorable tax treatment.



7.   ACCESS TO YOUR MONEY


Policy Loans
We will loan money to you at the loan interest rate we establish. The request by
you for a loan must be in writing.

You may borrow an amount up to the loan value of the Policy. The loan value is:

o    the  Accumulation  Account Value of the Policy on the date the loan request
     is received; less

o    interest to the next loan interest due date; less

o    anticipated monthly deductions to the next loan interest due date; less

o    any existing loan; less

o    any surrender charge; plus

o    interest  expected  to be  earned  on the loan  balance  to the  next  loan
     interest due date.

Policy loan interest is payable on each Policy  anniversary.  The minimum amount
that you can borrow is $500.  The loan may be completely or partially  repaid at
any time while the Insured is living. When a Policy loan is made, we will deduct
Accumulation  Account  Value from your  Policy  equal to the amount of the loan,
plus interest due and place it in the Loan  Subaccount as security for the loan.
This  Accumulation  Account  Value amount is expected to earn interest at a rate
("the  earnings  rate")  which is lower than the rate charged on the Policy loan
("the borrowing rate").  The Accumulation  Account Value that we use as security
will accrue interest daily at an annual earnings rate of 4%.

Unless the Owner requests a different allocation, the Accumulation Account Value
amount used as security  for the loan will be  transferred  from the  Investment
Funds and the General Account on a pro-rata basis to the Loan Account. This will
reduce the Policy's  Accumulation  Account Value in the General  Account and the
Investment  Fund(s).  These  transactions  will not be considered  transfers for
purposes of the limitations on transfers between  Investment Funds or to or from
the General Account.

A Policy loan, whether or not repaid,  will have a permanent effect on the death
benefits and Policy values  because the values  transferred  to the Loan Account
will not share in the investment  results of the Investment Funds while the loan
is  outstanding.  If the Loan Account  earnings rate is less than the investment
performance of the selected  Investment  Funds and/or the General  Account,  the
values and benefits under the Policy will be reduced as a result of the loan. In
addition,  if the Indebtedness  exceeds the Accumulation Account Value minus the
surrender charge on any Monthly Anniversary, the Policy will lapse, subject to a
grace period. (See "Purchases -- Lapse and Grace Period".) A lapse of the Policy
with a loan outstanding may have Federal income tax consequences.  (See "Federal
Tax Status".)

Interest credited to the Accumulation  Account Value held in the Loan Subaccount
as  security  for the loan  will be  allocated  on Policy  anniversaries  to the
General  Account and the Investment  Funds.  The interest  credited will also be
transferred:  (1) when a new loan is made; (2) when a loan is partially or fully
repaid; and (3) when an amount is needed to meet a monthly deduction.

Policy  loans may have  Federal  income  tax  consequences.  (See  "Federal  Tax
Status".)


Loan Interest Charged
The  borrowing  rate we charge for  Policy  loan  interest  will be based on the
following schedule:

       For Loans                            Annual
       Outstanding During                   Interest Rate
      ---------------------                ---------------

       Policy Years 1-10                    4.50%
       Policy Years 11-20                   4.25%
       Policy Years 21+                     4.15%

We  will  inform  you of the  current  borrowing  rate  when a  Policy  loan  is
requested.

Policy loan interest is due and payable annually on each Policy anniversary.  If
you do not pay the  interest  when it is due, the unpaid loan  interest  will be
added to the outstanding Indebtedness as of the due date and you will be charged
interest at the same rate as the rest of the Indebtedness.


Security
The Policy will be the only security for the loan.


Repaying Policy Debt
You may repay the loan at any time prior to the death of the Insured and as long
as the Policy is in force. Any Indebtedness  outstanding will be deducted before
any benefit proceeds are paid or applied under a payment option.

Repayments  will be allocated to the General  Account and the  Investment  Funds
based on how the  Accumulation  Account  Value used for security was  allocated.
Unpaid loans and loan  interest  will be deducted  from any  settlement  of your
Policy.

Any payments  received from you will be applied as premiums,  unless you clearly
request in writing that it be used as repayment of Indebtedness.


Partial Withdrawals
After the first Policy year, you may make partial  withdrawals from the Policy's
Cash  Surrender  Value.  Each  Policy  year  you are  allowed  12  free  partial
withdrawals.  For each  partial  withdrawal  after 12,  we  impose a $25 fee.  A
partial  withdrawal may be subject to a surrender charge and have Federal income
tax consequences.

The minimum amount of a partial withdrawal  request,  net of any applicable fees
and surrender charges, is the lesser of:

(1)  $500 from an Investment Fund or the General Account; or

(2) the Policy's Accumulation Account Value in an Investment Fund.

Partial  withdrawals  made  during a Policy  year are  subject to the  following
limitations. The maximum amount that may be withdrawn from an Investment Fund is
the Policy's  Accumulation Account Value net of any applicable surrender charges
and fees in that  Investment  Fund. The total partial  withdrawals and transfers
from the General  Account  over the Policy year may not exceed a maximum  amount
equal to the greater of the following:

(1)  25% of the Cash Surrender  Value in the General Account at the beginning of
     the Policy year, multiplied by the withdrawal percentage limit shown in the
     Policy; or

(2) the previous Policy year's maximum amount.

You may allocate the amount withdrawn plus any applicable  surrender charges and
fees,  subject  to the  above  conditions,  among the  Investment  Funds and the
General Account. If no allocation is specified, then the partial withdrawal will
be  allocated  among the  Investment  Funds and the General  Account in the same
proportion that the Policy's  Accumulation Account Value in each Investment Fund
and the General  Account  bears to the total  Accumulation  Account Value of the
Policy, less the Accumulation Account Value in the Loan Account, on the date the
request was received. If the limitations on withdrawals from the General Account
will not permit this  pro-rata  allocation,  you will be requested to provide an
alternate allocation.

No  amount  may be  withdrawn  that  would  result in there  being  insufficient
Accumulation Account Value to meet any surrender charge and applicable fees that
would be payable immediately  following the withdrawal upon the surrender of the
remaining Accumulation Account Value.

The death benefit will be affected by a partial withdrawal, unless death benefit
Option A or Option C is in effect and the  withdrawal is made under the terms of
an  anniversary  partial  withdrawal  rider.  If death benefit Option A or death
benefit Option C is in effect and the death benefit equals the Face Amount, then
a partial  withdrawal  will  decrease  the Face Amount by an amount equal to the
partial  withdrawal  plus the applicable  surrender  charge  resulting from that
partial  withdrawal.  If the  death  benefit  is  based on a  percentage  of the
Accumulation  Account Value,  then a partial  withdrawal  will decrease the Face
Amount  by an  amount  by which  the  partial  withdrawal  plus  the  applicable
surrender  charge and fees exceeds the difference  between the death benefit and
the Face Amount.  If death benefit  Option B is in effect,  the Face Amount will
not change.

The Face Amount  remaining in force after a partial  withdrawal  may not be less
than the minimum Face Amount.  Any request for a partial  withdrawal  that would
reduce the Face Amount below this amount will not be implemented.

Partial  withdrawals may affect the way in which the cost of insurance charge is
calculated and the amount of pure insurance  protection afforded under a Policy.
We may change the minimum amount required for a partial withdrawal or the number
of times partial withdrawals may be made.


Pro-Rata Surrender
After the first  Policy year,  you can make a Pro-Rata  Surrender of the Policy.
The Pro-Rata Surrender will reduce the Face Amount and the Accumulation  Account
Value by a percentage chosen by you. This percentage must be any whole number. A
Pro-Rata Surrender may have Federal income tax consequences. The percentage will
be applied to the Face Amount and the Accumulation  Account Value on the Monthly
Anniversary on or following our receipt of the request.

You may allocate the amount of decrease in  Accumulation  Account Value plus any
applicable  surrender charge and fees among the Investment Funds and the General
Account.  If no  allocation  is  specified,  then the  decrease in  Accumulation
Account  Value and any  applicable  surrender  charge and fees will be allocated
among the Investment  Funds and the General  Account in the same proportion that
the Policy's  Accumulation Account Value in each Investment Fund and the General
Account bears to the total  Accumulation  Account Value of the Policy,  less the
Accumulation  Account  Value in the Loan  Account,  on the date the  request for
Pro-Rata Surrender is received.

A Pro-Rata Surrender cannot be processed if it will reduce the Face Amount below
the minimum Face Amount of the Policy.  No Pro-Rata  Surrender will be processed
for more Cash  Surrender  Value than is  available  on the date of the  Pro-Rata
Surrender.  A cash  payment  will be made to you for the amount of  Accumulation
Account Value reduction less any applicable surrender charges and fees.

Pro-Rata  Surrenders may affect the way in which the cost of insurance charge is
calculated  and the amount of the pure insurance  protection  afforded under the
Policy.


Full Surrenders
To effect a full surrender,  either the Policy must be returned to us along with
the request,  or the request  must be  accompanied  by a completed  affidavit of
loss, which is available from us. Upon surrender, we will pay the Cash Surrender
Value to you in a single sum. We will determine the Cash  Surrender  Value as of
the date that we receive  your  written  request at our Service  Office.  If the
request is received on a Monthly  Anniversary,  the monthly deduction  otherwise
deductible  will be included in the amount  paid.  Coverage  under a Policy will
terminate as of the date of surrender. The Insured must be living at the time of
a surrender. A surrender may have Federal income tax consequences.



8.   OTHER INFORMATION


Cova
Cova  Financial Life Insurance  Company  (Cova) was originally  incorporated  on
September 6, 1972 as Industrial  Indemnity Life Insurance  Company, a California
corporation,  and changed its name to Xerox Financial Life Insurance  Company in
1986.  On June 1, 1995,  a  wholly-owned  subsidiary  of General  American  Life
Insurance  Company  (General  American Life) purchased Cova,  which on that date
changed its name to Cova Financial Life Insurance  Company.  On August 26, 1999,
it was announced that The Metropolitan Life Insurance Company would purchase the
ultimate  parent  of  General   American  Life,  the  parent  company  of  Cova.
Metropolitan Life is one of the country's oldest and most financially sound life
insurance organizations.

Cova is presently licensed to do business in the state of California.


Distribution
Cova Life Sales  Company  (Life  Sales),  One Tower Lane,  Suite 3000,  Oakbrook
Terrace,  Illinois  60181-4644,  acts as the  distributor of the Policies.  Life
Sales is our affiliate.

Commissions  will be paid to  broker-dealers  who sell the Policies.  Currently,
broker-dealers  will be paid  first-year  commissions  equal up to 90% of Target
Premium and 4.0% of excess premiums paid in Policy year 1. In renewal years, the
commissions will equal up to 5.0% of premiums paid in Policy years 2-10 and 2.0%
in  Policy  years  11 and  beyond.  In  addition,  broker-dealers  will  receive
annually,  asset-based  compensation  equal up to .25% of  Accumulation  Account
Value for all Policy years beginning the 13th month. Sometimes, Cova enters into
an agreement with the broker-dealer to pay the broker-dealer persistency bonuses
in addition to the standard commission.


Year 2000
We have developed and initiated  plans to assure that our computer  systems will
function properly in the year 2000 and later years.  These efforts have included
receiving  assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer  systems of the advisers  and  sub-advisers  of the various  Investment
Funds underlying the Separate Account.

The total cost of  implementing  these plans is not  expected to have a material
effect on our financial  position or results of  operations.  We believe that we
have taken all reasonable steps to address these potential  problems.  There can
be no  guarantee,  however,  that the steps  taken will be adequate to avoid any
adverse impact.


The Separate Account
We  established a separate  account,  Cova Variable Life Account Five  (Separate
Account), to hold the assets that underlie the policies.

The  assets  of the  Separate  Account  are  held in our name on  behalf  of the
Separate  Account and legally belong to us. However,  those assets that underlie
the  Policies,  are not  chargeable  with  liabilities  arising out of any other
business  we may  conduct.  All  the  income,  gains  and  losses  (realized  or
unrealized)  resulting from those assets are credited to or against the Policies
and not against any other policies we may issue.


Suspension of Payments or Transfers
We may be required  to suspend or postpone  any  payments or  transfers  for any
period when:

1)   the New York Stock  Exchange is closed  (other than  customary  weekend and
     holiday closings);

2)   trading on the New York Stock Exchange is restricted;

3)   an  emergency  exists  as a  result  of which  disposal  of  shares  of the
     Investment  Funds is not  reasonably  practicable  or we cannot  reasonably
     value the shares of the Investment Funds;

4)   during any other period when the  Securities  and Exchange  Commission,  by
     order, so permits for the protection of owners.

We may defer the portion of any transfer, amount payable or surrender, or Policy
Loan from the General Account for not more than 6 months.


Ownership
Owner. The Insured is the Owner of the Policy unless another person or entity is
shown as the Owner in the  application.  The  Owner is  entitled  to all  rights
provided  by the Policy.  If there is more than one Owner at a given  time,  all
owners must exercise the rights of ownership by joint action. If the Owner dies,
and the Owner is not the Insured, the Owner's interest in the Policy becomes the
property  of his or her  estate  unless  otherwise  provided.  Unless  otherwise
provided,  the Policy is jointly  owned by all Owners  named in the Policy or by
the survivors of those joint Owners.  Unless otherwise stated in the Policy, the
final Owner is the estate of the last joint Owner to die.

Beneficiary.  The Beneficiary is the person(s) or entity you name to receive any
death proceeds. The Beneficiary is named at the time the Policy is issued unless
changed at a later  date.  You can name a  contingent  Beneficiary  prior to the
death of the Insured.  Unless an irrevocable Beneficiary has been named, you can
change the  Beneficiary  at any time  before the  Insured  dies.  If there is an
irrevocable  Beneficiary,  all Policy  changes except  premium  allocations  and
transfers require the consent of the Beneficiary.

Primary and contingent Beneficiaries are as named in the application, unless you
make a change. To change a Beneficiary, you must submit a written request to us.
We may  require the Policy to record the  change.  The request  will take effect
when signed, subject to any action we may take before receiving it.

One or more irrevocable Beneficiaries may be named.

If a Beneficiary is a minor,  we will make payment to the guardian of his or her
estate. We may require proof of age of any Beneficiary.

Proceeds payable to a Beneficiary will be free from the claims of creditors,  to
the extent allowed by law.

Assignment.  You can assign the Policy.  A copy of any assignment  must be filed
with  our  Service  Office.  We are  not  responsible  for the  validity  of any
assignment.   If  you  assign  the   Policy,   your  rights  and  those  of  any
revocably-named person will be subject to the assignment. An assignment will not
affect any  payments we may make or actions we may take  before such  assignment
has been recorded at our Service Office. This may be a taxable event. You should
consult a tax adviser if you wish to assign the Policy.


Adjustment of Charges
The Policy is available  for purchase by  individuals,  corporations,  and other
institutions.  For certain  individuals and certain corporate or other groups or
sponsored  arrangements  purchasing one or more policies, we may waive or adjust
the  amount of the sales  charge,  contingent  deferred  sales  charge,  monthly
administrative  charge, or other charges where the expenses  associated with the
sale of the Policy or policies or the underwriting or other administrative costs
associated with the Policy or policies warrant an adjustment.

Sales, underwriting, or other administrative expenses may be reduced for reasons
such as expected  economies  resulting  from a corporate  purchase or a group or
sponsored  arrangement,  from the  amount  of the  initial  premium  payment  or
payments, or from the amount of projected premium payments. We will determine in
our  discretion  if, and in what amount,  an adjustment is  appropriate.  We may
modify the criteria for qualification for adjustment of charges as experience is
gained,  subject to the limitation  that such  adjustments  will not be unfairly
discriminatory against the interests of any owner.



PART II


Executive Officers and Directors
The directors and executive officers of Cova and their principal occupations for
the past five years are as follows:


<TABLE>
<CAPTION>
                      Principal Occupation During
Name                  the Past Five Years
- ----                  -------------------
<S>                   <C>
John W. Barber***     Director of Cova - June, 1995 to present; Director of First Cova Life Insurance Company (FCLIC) -
                      June, 1995 to present; Director of Cova Financial Services Life Insurance Company (CFSLIC) - June,
                      1995 to present; Vice President and Controller of General American Life Insurance Company -
                      December, 1984 to present; President and Director of Equity Intermediary Company - October, 1988 to
                      present.

William P. Boscow*    Vice President of Cova and CFSLIC - 1996 to present; Senior Vice President of Cova Life Management
                      Company (CLMC), February, 1999 to present; First Vice President of CLMC, 1996 - January 1999.

Constance A. Doern****     Vice President of Cova - 1997 to present, prior thereto Assistant Vice President from 1990 to
                      1995; Vice President of CFSLIC - 1997 to present, prior thereto Assistant Vice President from 1990
                      to 1995; Vice President of FCLIC - 1997 to present, prior thereto Assistant Vice President from
                      1993 to 1995; Vice President of J&H/KVI - 1989 to 1998; Vice President of Cova Life Administration
                      Services Company (CLASC) - 1998 to present.

Patricia E. Gubbe*    Vice President of Cova - 1989 to present; Vice President of CFSLIC - 1989 to present; Vice
                      President of FCLIC - 1992 to present; First Vice President of CLMC - 1996 to present, prior thereto
                      Vice President from 1989 to 1996; President and Chief Compliance Officer of Cova Life Sales Company
                      (CLSC) from February, 1999 to present; Vice President and Chief Compliance Officer of CLSC -1989 to
                      January, 1999.

Philip A. Haley*      Executive Vice President of Cova - May 1997 to present, prior thereto Vice President from 1990 to
                      1997 and Assistant Vice President from 1989 to 1990; Executive Vice President of FCLIC - May, 1997
                      to present, prior thereto Vice President from 1995 to 1997; Executive Vice President of CFSLIC -
                      May 1997 to present, prior thereto Vice President from 1990 to 1997 and Assistant Vice President
                      from 1989 to 1990; Executive Vice President of CLMC from May, 1997 to present, prior thereto Senior
                      Vice President from 1996 to 1997 and Vice President from 1990 to 1996 and Assistant Vice President
                      from 1989 to 1990; Vice President of CLSC from 1991 to present, prior thereto Assistant Vice
                      President from 1989 to 1991.

J. Robert Hopson*     Vice President, Chief Actuary and Director of Cova and CFSLIC - 1991 to present; Vice President,
                      Chief Actuary and Director of FCLIC - 1992 to present; Senior Vice President, Chief Actuary and
                      Director of CLMC - 1996 to present, prior thereto Vice President and Director from 1993 to 1996 and
                      Vice President from 1991 to 1993.

E. Thomas Hughes, Jr.**    Treasurer and Director of Cova - June, 1995 to present; Treasurer and Director of CFSLIC -
                      June, 1995 to present; Treasurer of FCLIC - June, 1995 to present; Corporate Actuary and Treasurer
                      of General American Life Insurance Company - October, 1994 to present. Formerly, Executive Vice
                      President - Group Pensions, General American Life Insurance Company - March, 1990 to October, 1994.
                      In addition to the Cova companies, Director of the following General American subsidiary companies:
                      Paragon Life Insurance Company and RGA Reinsurance Company - October, 1994 to present. Treasurer of
                      the following General American subsidiary companies: Paragon Life Insurance Company, General Life
                      Insurance Company of America, General Life Insurance Company, General American Holding Company, Red
                      Oak Realty Company, Gen Mark Incorporated, Walnut Street Securities, Inc., Walnut Street Advisers
                      Inc., White Oak Royalty Company, Walnut Street Funds, Inc., and RGA Reinsurance Company - October,
                      1994 to present.

Douglas E. Jacobs*    Vice President of Cova, CFSLIC and CLMC - 1985 to present.

Lisa O. Kirchner****  Vice President of Cova - 1997 to present, prior thereto Assistant Vice President from 1990 to 1995;
                      Vice President of CFSLIC - 1997 to present, prior thereto Assistant Vice President from 1988 to
                      1995; Vice President of FCLIC - 1997 to present, prior thereto Assistant Vice President from 1993
                      to 1995; Vice President of J&H/KVI - 1985 to 1998; Vice President of CLASC - 1998 to present.

Richard A. Liddy**    Chairman of the Board of Directors of Cova, CFSLIC, FCLIC, CLMC, Cova Investment Advisory
                      Corporation (Advisory) and Cova Investment Allocation Corporation (Allocation) - April, 1997 to
                      present; Chairman of the Board, President and Chief Executive Officer of General American Life
                      Insurance Company - May, 1992 to present; Mr. Liddy also holds various positions with the General
                      American subsidiaries as follows: Chairman of the Board and President of General American Mutual
                      Holding Company, GenAmerica Corporation and General American Holding Company; Chairman of the Board
                      of Security Equity Life Insurance Company, Conning Corporation, The Walnut Street Funds, Inc.,
                      General American Capital Company, Reinsurance Group of America, Inc., RGA Life Reinsurance Company
                      of Canada, and RGA Reinsurance Company.

William C. Mair*      Vice President and Director of Cova, CFSLIC and FCLIC from 1995 to present; Vice President,
                      Controller and Director of Cova from 1995 to 1998, prior thereto Vice President, Controller,
                      Treasurer and Director. Vice President, Controller and Director of CFSLIC from 1995 to 1998, prior
                      thereto Vice President, Controller, Treasurer and Director; Director of FCLIC from 1993 to present;
                      Vice President, Controller and Director of FCLIC from 1992 to 1998; Secretary of FCLIC from 1992 to
                      1995; Vice President, Treasurer, Controller and Director of Advisory - 1993 to present; Vice
                      President, Treasurer, Controller and Director of Allocation - 1994 to present; Director of CLSC -
                      1992 to present; Senior Vice President, Treasurer, Controller and Director of CLMC - 1989 to
                      present; Vice President, Treasurer, Controller, Chief Financial Officer, Chief Accounting Officer
                      and Trustee of Cova Series Trust - 1996 to present.

Matthew P. McCauley** Assistant Secretary and Director of Cova, CFSLIC and FCLIC - June, 1995 to present; Associate
                      General Counsel and Vice President of General American Life Insurance Company - 1973 to present;
                      also, Director, Vice President, General Counsel and Secretary for several other General American
                      subsidiaries including Equity Intermediary Company, Red Oak Realty Company, and White Oak Royalty
                      Company; General American Holding Company and Paragon Life Insurance Company. General Counsel and
                      Secretary, Reinsurance Group of America, Incorporated. Director and Secretary, General American
                      Capital Company. General Counsel and Secretary, Conning Corporation. General Counsel, Conning Asset
                      Management Company. Director of RGA Reinsurance Company, Walnut Street Securities, Inc. Secretary
                      to the Walnut Street Funds, Inc.

Mark E. Reynolds*     Executive Vice President and Director of Cova and CFSLIC - May, 1997 to present; Executive Vice
                      President, Chief Financial Officer and Director of FCLIC - May, 1997 to present; Executive Vice
                      President of CLMC - May, 1997 to present; Executive Vice President and Director of Advisory -
                      December, 1996 to present; Executive Vice President and Director of Allocation - December, 1996 to
                      present.

Myron H. Sandberg*    Vice President of Cova and CFSLIC - 1985 to present; and Vice President of CLMC - 1989 to present.

John W. Schaus*       Vice President of Cova and CFSLIC - 1988 to present; First Vice President of CLMC from January,
                      1999 to present; prior thereto, Vice President of CLMC - 1989 to 1998.

Bernard J. Spaulding* Senior Vice President and General Counsel of Cova, CFSLIC, FCLIC and CLMC since March, 1999;
                      Secretary of Cova, CFSLIC, FCLIC - September 1999 to present.

Lorry J. Stensrud*    President and Director of Cova, CFSLIC, FCLIC and CLMC from June, 1995 to present, prior thereto
                      Executive Vice President; President and Director of Advisory from 1993 to present; President and
                      Director of Allocation from 1994 to present. Director of CLSC from 1989 to present; President,
                      Chief Executive Officer and Trustee of Cova Series Trust - 1996 to present.

Joann T. Tanaka*      Senior Vice President of Cova and CFSLIC - January, 1999 to present; prior thereto, Vice President
                      of Cova and CFSLIC from July, 1998 to December, 1998; Senior Vice President, Conning Asset
                      Management, General American - June, 1987 to June, 1998. Director of CFSLIC, Cova and FCLIC from
                      September, 1999 to present.

Peter L. Witkewiz*    Vice President and Controller of Cova, CFSLIC and FCLIC - July, 1998 to present; Vice President of
                      Cova, CFSLIC and FCLIC - 1993 to June, 1998.
<FN>
* Business Address: Cova, One Tower Lane, Suite 3000, Oakbrook Terrace, IL 60181

** Business Address: General American, 700 S. Market Street, St. Louis, MO 63101

*** Business Address: General American, 13045 Tesson Ferry Road, St. Louis, MO 63128

**** Business Address: Cova Life Administration Services Company, 4700 Westown Parkway, Bldg. 4, Suite 200, West Des
     Moines, IA 50266
</FN>
</TABLE>


Voting
In accordance  with our view of present  applicable law, we will vote the shares
of the Investment  Funds at special  meetings of shareholders in accordance with
instructions  received from Owners having a voting interest. We will vote shares
for which we have not received  instructions  in the same  proportion as we vote
shares for which we have  received  instructions.  We will vote shares we own in
the same  proportion as we vote shares for which we have received  instructions.
The funds do not hold regular meetings of shareholders.

If the  Investment  Company Act of 1940 or any regulation  thereunder  should be
amended or if the present  interpretation thereof should change, and as a result
we  determine  that we are  permitted to vote the shares of the funds in our own
right, we may elect to do so.

The voting  interests of the Owner in the funds will be  determined  as follows:
Owners may cast one vote for each $100 of Accumulation Account Value of a Policy
which is allocated to an Investment Fund on the record date.
Fractional votes are counted.

The number of shares which a person has a right to vote will be determined as of
the date to be chosen by us not more than sixty  (60) days prior to the  meeting
of the fund. Voting  instructions will be solicited by written  communication at
least fourteen (14) days prior to such meeting.

Each Owner having such a voting interest will receive  periodic reports relating
to the Investment Funds in which he or she has an interest, proxy material and a
form with which to give such voting instructions.


Disregard of Voting Instructions
We may, when required to do so by state  insurance  authorities,  vote shares of
the funds without regard to instructions from owners if such instructions  would
require the shares to be voted to cause an  Investment  Fund to make, or refrain
from making, investments which would result in changes in the sub-classification
or investment  objectives of the Investment Fund. We may also disapprove changes
in the investment policy initiated by owners or trustees/directors of the funds,
if such disapproval is reasonable and is based on a good faith  determination by
us that the change would violate state or Federal law or the change would not be
consistent  with the  investment  objectives  of the  Investment  Funds or which
varies  from the  general  quality  and  nature of  investments  and  investment
techniques  used by other funds with similar  investment  objectives  underlying
other variable contracts offered by us or of an affiliated company. In the event
we disregard voting  instructions,  a summary of this action and the reasons for
such action will be included in the next annual report to owners.


Legal Opinions
Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  Federal  securities  and  income tax laws in
connection with the Policies.


Our Right to Contest
We cannot  contest the validity of the Policy  except in the case of fraud after
it has been in effect during the Insured's lifetime for two years. If the Policy
is reinstated,  the two-year period is measured from the date of  reinstatement.
In addition,  if the Insured  commits  suicide in the two-year  period,  or such
period as  specified  in state  law,  the  benefit  payable  will be  limited to
premiums paid less Indebtedness and less any surrenders.  We also have the right
to adjust  any  benefits  under the  Policy if the  answers  in the  application
regarding the use of tobacco are not correct.


Additional Benefits
Subject  to  certain  requirements,  one or  more  of the  following  additional
insurance benefits may be added to a Policy by rider. The descriptions below are
intended to be general;  the terms of the Policy riders providing the additional
benefits may vary from state to state, and the Policy rider should be consulted.
In addition,  certain riders may not be available in your state. The cost of any
additional  riders will be determined in accordance  with the rider and shown on
the specifications  page of your Policy. (See "Expenses -- Charge for Additional
Benefit  Riders".)  Certain  restrictions  may  apply and are  described  in the
applicable rider.

Accelerated  Benefit Rider -- This rider  provides a benefit to the Owner if the
Insured  becomes  terminally  ill and is not  expected  to live more then twelve
months. The Owner may receive 25%, 50% or 75% (but no more than $250,000) of the
eligible  proceeds in a lump sum.  "Eligible  proceeds"  means the death benefit
that  would  have been  payable  had the  Insured  died on the date the rider is
exercised.

The receipt of an  accelerated  death benefit  amount may  adversely  affect the
recipient's   eligibility   for  Medicaid  or  other   government   benefits  or
entitlements.

Anniversary  Partial Withdrawal Rider -- This rider allows the Owner to withdraw
up to 15% of the Policy's Cash Surrender Value on any Policy Anniversary without
reducing the Face Amount. A contingent deferred sales charge will still apply.

Guaranteed  Survivor Purchase Option (GSPO-Plus) -- This rider grants the Policy
Owner or the Insured's Beneficiary the option to purchase, upon the death of the
Insured,  on the 10th  anniversary  of the rider,  and on the rider  anniversary
nearest the Designated  Life's 65th birthday,  a specified  amount of additional
insurance coverage on the Designated Life (or Lives) without furnishing evidence
of insurability.

Lifetime  Coverage Rider -- This rider provides the continuation of the Policy's
Face Amount beyond age 100, provided the Policy remains in force to age 100 with
a positive Cash Surrender  Value.  If the Policy is in force after the Insured's
Attained  Age 100,  the death  benefit will be the greater of the Face Amount or
101% of the Accumulation Account Value.

Secondary Guarantee Rider -- This rider guarantees that if, during the secondary
guarantee  period,  the sum of all premiums  paid on the Policy,  reduced by any
partial  withdrawals and any outstanding loan balance,  is greater than or equal
to the sum of the secondary  guarantee  premiums  required since the Issue Date,
the Policy will not lapse as a result of an Accumulation  Account Value less any
loans, loan interest due, and any surrender charge being insufficient to pay the
monthly deduction.

The secondary  guarantee  period is the lesser of twenty  Policy  years,  or the
number of Policy years until the Insured  reaches  Attained Age 70. For Policies
issued  after  Attained  Age 60, the  secondary  guarantee  period is ten Policy
years.

Supplemental  Coverage Term Rider -- This rider provides level term insurance on
the life of the Insured under the base policy. It can be added only at issue. It
cannot be increased or added to an existing Policy.

Waiver of Monthly  Deduction  Rider -- This rider provides for the waiver of the
monthly  deductions  while the Insured is totally  disabled,  subject to certain
limitations  described in the rider. The Insured must have become disabled after
age 5 and before age 65.

Waiver of  Specified  Premium  Rider -- This rider  provides for  crediting  the
Policy's  Accumulation  Account Value with a specified monthly premium while the
Insured  is totally  disabled.  The  monthly  premium  selected  at issue is not
guaranteed  to keep the Policy in force.  The Insured must have become  disabled
after age 5 and before age 65.


Federal Tax Status
NOTE:  The  following  description  is based upon our  understanding  of current
Federal  income tax law  applicable  to life  insurance  in  general.  We cannot
predict the probability  that any changes in such laws will be made.  Purchasers
are cautioned to seek  competent tax advice  regarding the  possibility  of such
changes. Section 7702 of the Internal Revenue Code of 1986, as amended ("Code"),
defines the term "life insurance  contract" for purposes of the Code. We believe
that the Policies to be issued will qualify as "life insurance  contracts" under
section 7702.  We do not  guarantee  the tax status of the Policies.  Purchasers
bear the complete risk that the Policies may not be treated as "life  insurance"
under Federal income tax laws. Purchasers should consult their own tax advisers.
It should be further understood that the following  discussion is not exhaustive
and that special  rules not  described in this  prospectus  may be applicable in
certain situations.

Introduction.  The discussion  contained  herein is general in nature and is not
intended as tax advice.  Each person  concerned  should  consult a competent tax
adviser.  No attempt is made to consider any applicable state or other tax laws.
Moreover,  the  discussion  herein is based  upon our  understanding  of current
Federal income tax laws as they are currently interpreted.  No representation is
made regarding the likelihood of  continuation  of those current  Federal income
tax laws or of the current interpretations by the Internal Revenue Service.

We are taxed as a life insurance  company under the Code. For Federal income tax
purposes,  the  Separate  Account  is not a  separate  entity  from  us and  its
operations form a part of us.

Diversification.  Section  817(h) of the Code  imposes  certain  diversification
standards on the underlying assets of variable life insurance policies. The Code
provides  that a  variable  life  insurance  Policy  will not be treated as life
insurance for any period (and any subsequent  period) for which the  investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified.  Disqualification of
the Policy as a life  insurance  contract  would result in imposition of Federal
income tax to the owner with  respect to earnings  allocable to the Policy prior
to the receipt of payments  under the  Policy.  The Code  contains a safe harbor
provision which provides that life insurance  policies,  such as these policies,
will meet the diversification  requirements if, as of the close of each quarter,
the  underlying  assets  meet  the  diversification  standards  for a  regulated
investment company and no more than fifty-five (55%) percent of the total assets
consist of cash, cash items, U.S. Government  securities and securities of other
regulated investment  companies.  There is an exception for securities issued by
the U.S. Treasury in connection with variable life insurance policies.

On March 2, 1989,  the  Treasury  Department  issued  regulations  (Treas.  Reg.
Section  1.817-5),  which  established  diversification   requirements  for  the
investment  funds  underlying  variable  contracts  such  as the  Policies.  The
regulations amplify the diversification  requirements for variable contracts set
forth  in the Code and  provide  an  alternative  to the safe  harbor  provision
described  above.  Under  the  Regulations,  an  investment  fund will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the fund is represented by any one  investment;  (ii) no more than 70% of the
value of the total  assets of the fund is  represented  by any two  investments;
(iii)  no  more  than  80% of the  value  of the  total  assets  of the  fund is
represented by any three investments;  and (iv) no more than 90% of the value of
the  total  assets  of the  fund is  represented  by any four  investments.  For
purposes of these regulations,  all securities of the same issuer are treated as
a single investment. The Code provides that, for purposes of determining whether
or not  the  diversification  standards  imposed  on the  underlying  assets  of
variable  contracts  by Section  817(h) of the Code have been met,  "each United
States  government  agency or  instrumentality  shall be  treated  as a separate
issuer."

We intend that each  Investment  Fund underlying the Policies will be managed by
the  managers  in  such  a  manner  as  to  comply  with  these  diversification
requirements.

The Treasury  Department has indicated that the  diversification  regulations do
not provide guidance  regarding the  circumstances in which owner control of the
investments  of the  Separate  Account will cause the owner to be treated as the
owner of the assets of the Separate  Account,  thereby  resulting in the loss of
favorable  tax  treatment  for the Policy.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The amount of owner control which may be exercised under the Policy is different
in some respects from the  situations  addressed in published  rulings issued by
the Internal  Revenue  Service in which it was held that the Policyowner was not
the owner of the assets of the separate  account.  It is unknown  whether  these
differences, such as the owner's ability to transfer among investment choices or
the number and type of investment choices available, would cause the owner to be
considered the owner of the assets of the Separate Account.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position, it may be applied  retroactively  resulting in you being retroactively
determined to be the owner of the assets of the Separate Account.

Due to the  uncertainty  in this area, we reserve the right to modify the Policy
in an attempt to maintain favorable tax treatment.

Tax  Treatment  of the Policy.  The Policy has been  designed to comply with the
definition  of life  insurance  contained in Section 7702 of the Code.  Although
some interim  guidance has been  provided  and  proposed  regulations  have been
issued,  final  regulations  have not  been  adopted.  Section  7702 of the Code
requires  the  use  of  reasonable  mortality  and  other  expense  charges.  In
establishing  these charges,  we have relied on the interim guidance provided in
IRS Notice 88-128 and proposed  regulations  issued on July 5, 1991.  Currently,
there is even less guidance as to a Policy  issued on a  substandard  risk basis
and thus it is even less clear  whether a Policy issued on such basis would meet
the requirements of Section 7702 of the Code.

While we have  attempted  to comply with Section  7702,  the law in this area is
very complex and unclear. There is a risk, therefore,  that the Internal Revenue
Service will not concur with our  interpretations of Section 7702 that were made
in determining such compliance.  In the event the Policy is determined not to so
comply,  it would not qualify for the favorable tax treatment  usually  accorded
life insurance  policies.  You should consult your own tax advisers with respect
to the tax consequences of purchasing the Policy.

Policy  Proceeds.  The tax treatment  accorded to loan proceeds and/or surrender
payments from the policies will depend on whether the Policy is considered to be
a MEC. (See "Tax Treatment of Loans and Surrenders.") Otherwise, we believe that
the Policy  should  receive the same Federal  income tax  treatment as any other
type of life insurance. As such, the death benefit thereunder is excludable from
the gross income of the Beneficiary  under Section 101(a) of the Code. Also, you
are not  deemed  to be in  constructive  receipt  of the Cash  Surrender  Value,
including  increments  thereon,  under a Policy until there is a distribution of
such amounts.

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
owner or Beneficiary.

Tax Treatment of Loans and Surrenders.  Section 7702A of the Code sets forth the
rules for determining when a life insurance Policy will be deemed to be a MEC. A
MEC is a contract  which is entered into or materially  changed on or after June
21, 1988 and fails to meet the 7-pay test. A Policy fails to meet the 7-pay test
when the cumulative  amount paid under the Policy at any time during the first 7
Policy  years  exceeds the sum of the net level  premiums  which would have been
paid on or before such time if the Policy  provided for paid-up future  benefits
after the payment of seven (7) level annual  premiums.  A material  change would
include any increase in the future benefits or addition of qualified  additional
benefits provided under a Policy unless the increase is attributable to: (1) the
payment of premiums  necessary  to fund the lowest death  benefit and  qualified
additional  benefits  payable  in the  first  seven  Policy  years;  or (2)  the
crediting of interest or other earnings with respect to such premiums.

Furthermore,  any Policy  received in exchange for a Policy  classified as a MEC
will be treated as a MEC regardless of whether it meets the 7-pay test. However,
an exchange  under Section 1035 of the Code of a life  insurance  Policy entered
into before June 21, 1988 for the Policy will not cause the Policy to be treated
as a MEC if no additional premiums are paid.

Due to the flexible premium nature of the Policy,  the  determination of whether
it qualifies for treatment as a MEC depends on the individual  circumstances  of
each Policy.

If the Policy is classified as a MEC, then  surrenders  and/or loan proceeds are
taxable to the extent of income in the Policy.  Such distributions are deemed to
be on a last-in,  first-out basis, which means the taxable income is distributed
first. Loan proceeds and/or surrender  payments,  including those resulting from
the lapse of the Policy, may also be subject to an additional 10% Federal income
tax  penalty  applied to the income  portion of such  distribution.  The penalty
shall not apply, however, to any distributions: (1) made on or after the date on
which the taxpayer reaches age 59 1/2; (2) which is attributable to the taxpayer
becoming  disabled  (within the meaning of Section 72(m)(7) of the Code); or (3)
which is part of a series of substantially equal periodic payments made not less
frequently  than annually for the life (or life  expectancy)  of the taxpayer or
the  joint  lives  (or  joint  life  expectancies)  of  such  taxpayer  and  his
Beneficiary.

If a Policy is not  classified  as a MEC, then any  surrenders  shall be treated
first as a recovery of the  investment in the Policy which would not be received
as taxable  income.  However,  if a distribution is the result of a reduction in
benefits  under the Policy  within the first  fifteen  years after the Policy is
issued in order to comply with Section 7702, such distribution will, under rules
set forth in Section 7702,  be taxed as ordinary  income to the extent of income
in the Policy.

Any loans from a Policy  which is not  classified  as a MEC,  will be treated as
Indebtedness of the owner and not a distribution.  Upon complete  surrender,  if
the amount received plus loan Indebtedness  exceeds the total premiums paid that
are not  treated  as  previously  surrendered  by the Policy  owner,  the excess
generally will be treated as ordinary income.

Personal  interest  payable on a loan under a Policy owned by an  individual  is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans  under  policies  covering  the life of any  employee or officer of the
taxpayer or any person financially  interested in the business carried on by the
taxpayer  to  the  extent  the  Indebtedness  for  such  employee,   officer  or
financially  interested  person exceeds $50,000.  The  deductibility of interest
payable on Policy loans may be subject to further  rules and  limitations  under
Sections 163 and 264 of the Code.

Policyowners  should seek competent tax advice on the tax consequences of taking
loans, distributions, exchanging or surrendering any Policy.

Multiple Policies.  The Code further provides that multiple MECs that are issued
within a calendar year period to the same owner by one company or its affiliates
are treated as one MEC for purposes of  determining  the taxable  portion of any
loans or  distributions.  Such treatment may result in adverse tax  consequences
including  more rapid  taxation of the loans or  distributed  amounts  from such
combination  of policies.  You should  consult a tax adviser prior to purchasing
more than one MEC in any calendar year period.

Tax  Treatment  of  Assignments.  An  assignment  of a Policy  or the  change of
ownership of a Policy may be a taxable  event.  You should  therefore  consult a
competent  tax  adviser  should  you wish to assign or change  the owner of your
Policy.

Qualified Plans. The Policies may be used in conjunction with certain  Qualified
Plans.  Because the rules  governing such use are complex,  you should not do so
until you have consulted a competent Qualified Plans consultant.

Income Tax  Withholding.  All  distributions  or the  portion  thereof  which is
includible in gross income of the Policy owner are subject to federal income tax
withholding.  However,  in most cases you may elect not to have taxes  withheld.
You  may be  required  to pay  penalties  under  the  estimated  tax  rules,  if
withholding and estimated tax payments are insufficient.


Reports to Owners
Each year a report will be sent to you which shows the  current  Policy  values,
premiums paid and  deductions  made since the last report,  and any  outstanding
loans.


Legal Proceedings
There are no legal  proceedings to which the Separate Account or the Distributor
is a party or to which the assets of the Separate  Account are  subject.  We are
not involved in any litigation that is of material importance in relation to our
total assets or that relates to the Separate Account.


Experts
The  balance  sheets of the Company as of  December  31, 1998 and 1997,  and the
related statements of income,  shareholder's  equity, and cash flows for each of
the years in the three-year  period ended December 31, 1998,  have been included
herein in reliance upon the reports of KPMG LLP,  independent  certified  public
accountants,  appearing  elsewhere  herein,  and upon  authority of said firm as
experts in accounting and auditing.


Financial Statements
Financial  statements  of the  Separate  Account and of the Company are provided
below.


COVA VARIABLE LIFE ACCOUNT FIVE
Statement of Assets and Liabilities
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
Assets:
<S>                                                        <C>                                  <C>                   <C>
    Investments:
      Cova Series Trust (Trust):
        Lord Abbett Growth and Income Portfolio            1,837 shares at a net asset value of $23.682058 per share  $     43,512
        Bond Debenture Portfolio                             983 shares at a net asset value of $12.503713 per share        12,290
        Small Cap Stock Portfolio                          1,046 shares at a net asset value of $12.704940 per share        13,286
        Large Cap Stock Portfolio                          3,106 shares at a net asset value of $20.430631 per share        63,449
        Select Equity Portfolio                            2,825 shares at a net asset value of $17.903279 per share        50,571
        International Equity Portfolio                     1,457 shares at a net asset value of $13.590555 per share        19,801
      General American Capital Company (GACC):
        Money Market Fund                                 32,922 shares at a net asset value of $19.715236 per share       649,058
                                                                                                                        -----------
             Total assets                                                                                             $    851,967
                                                                                                                        ===========
</TABLE>


<TABLE>
<CAPTION>
Net Assets:
<S>                                                        <C>                          <C>                   <C>
    Accumulation units:
      Trust Lord Abbett Growth and Income                  3,553  accumulation units at $12.247286 per unit   $     43,512
      Trust Bond Debenture                                 1,186  accumulation units at $10.364187 per unit         12,290
      Trust Small Cap Stock                                1,409  accumulation units at  $9.427602 per unit         13,286
      Trust Large Cap Stock                                4,636  accumulation units at $13.686681 per unit         63,449
      Trust Select Equity                                  3,955  accumulation units at $12.785358 per unit         50,571
      Trust International Equity                           1,774  accumulation units at $11.162725 per unit         19,801
      GACC Money Market                                   60,541  accumulation units at $10.720997 per unit        649,058
                                                                                                                -----------
             Net assets                                                                                       $    851,967
                                                                                                                ===========
</TABLE>


See accompanying notes to financial statements.
<PAGE>

COVA VARIABLE LIFE ACCOUNT FIVE
Statement of Operations
Commencement of operations through June 30, 1999
Unaudited


<TABLE>
<CAPTION>
                                                                          Trust                                GACC
                                        -------------------------------------------------------------------  ----------
                                         Lord Abbett            Small      Large
                                         Growth and     Bond     Cap        Cap       Select   International   Money
                                          Income     Debenture  Stock      Stock      Equity      Equity       Market       Total
                                        -----------  ---------  -------  ----------  ---------  -----------  ----------   ---------
<S>                                  <C>                 <C>       <C>         <C>        <C>         <C>          <C>       <C>
Investment income:
    Dividends                        $           -          -        -           -          -            -           -           -
                                        -----------  ---------  -------  ----------  ---------  -----------  ----------   ---------

Net realized gain (loss) on investments:
      Realized gain (loss) on sale of
        portfolio shares                         2          -        -           -          -           (1)        530         531
      Realized gain distributions                -          -        -           -          -            -           -           -
                                        -----------  ---------  -------  ----------  ---------  -----------  ----------   ---------
           Net realized gain (loss)              2          -        -           -          -           (1)        530         531
                                        -----------  ---------  -------  ----------  ---------  -----------  ----------   ---------

Change in unrealized appreciation            1,131       (209)     787         938        559         (120)        374       3,460
                                        -----------  ---------  -------  ----------  ---------  -----------  ----------   ---------

           Net increase (decrease) in
             net assets from
             operations              $       1,133       (209)     787         938        559         (121)        904       3,991
                                        ===========  =========  =======  ==========  =========  ===========  ==========   =========
</TABLE>

See accompanying notes to financial statements.
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Statement of Changes in Net Assets
Commencement of operations through June 30, 1999
Unaudited

<TABLE>
<CAPTION>
                                                                    Trust                                      GACC
                                       ------------------------------------------------------------------   ----------
                                       Lord Abbett              Small       Large
                                       Growth and   Bond         Cap         Cap      Select   International   Money
                                         Income    Debenture    Stock       Stock     Equity      Equity       Market       Total
                                       ----------  ---------  ---------   ---------   ---------  ---------  -----------  -----------
<S>                                   <C>          <C>         <C>         <C>         <C>        <C>         <C>          <C>
Increase (decrease) in net assets
 from operations:
  Investment income                  $         -        -           -           -           -          -            -            -
  Net realized gain (loss)                     2        -           -           -           -         (1)         530          531
  Change in unrealized appreciation        1,131     (209)        787         938         559       (120)         374        3,460

         Net increase (decrease)       ----------  -------   ---------   ---------   ---------  ---------  -----------  -----------
           from operations                 1,133     (209)        787         938         559       (121)         904        3,991
                                       ----------  -------   ---------   ---------   ---------  ---------  -----------  -----------

Contract transactions:
  Cova payments                                -        -           -           -           -          -          100          100
  Cova redemptions                             -        -           -           -           -          -            -            -
  Payments received from contract
    owners                                     -        -           -           -           -          -      850,000      850,000
  Transfers between sub-accounts,
    net                                   42,547   12,548      12,548      62,560      50,012     20,000     (200,215)           -
  Transfers for contract benefits,
    terminations and insurance
      charges                               (168)     (49)        (49)        (49)          -        (78)      (1,731)      (2,124)

         Net increase (decrease) in
           net assets from contract    ----------  -------   ---------   ---------   ---------  ---------  -----------  -----------
            transactions                  42,379   12,499      12,499      62,511      50,012     19,922      648,154      847,976
                                       ----------  -------   ---------   ---------   ---------  ---------  -----------  -----------

         Net increase (decrease) in
           net assets                     43,512   12,290      13,286      63,449      50,571     19,801      649,058      851,967

Net assets at beginning of period              -        -           -           -           -          -            -            -
                                       ----------  -------   ---------   ---------   ---------  ---------  -----------  -----------
Net assets as end of period           $   43,512   12,290      13,286      63,449      50,571     19,801      649,058      851,967
                                       ==========  =======   =========   =========   =========  =========  ===========  ===========
</TABLE>

See accompanying notes to financial statements.
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
June 30, 1999
Unaudited


(1)   Organization
      Cova Variable Life Account Five (the Separate Account),  a unit investment
      trust registered under the Investment Company Act of 1940 as amended,  was
      established by Cova Financial Life Insurance  Company (Cova) and exists in
      accordance with the regulations of the California Department of Insurance.
      The  Separate  Account is a funding  vehicle for variable  life  insurance
      policies issued by Cova.

      The Separate Account is divided into  sub-accounts with the assets of each
      sub-account   invested  in  corresponding   portfolios  of  the  following
      investment companies. Each investment company is a diversified,  open-end,
      management  investment company registered under the Investment Company Act
      of 1940 as amended.  The  sub-accounts  available for  investment may vary
      between variable life insurance policies offered for sale by Cova.
         Cova Series Trust (Trust)                                 10 portfolios
         AIM Variable Insurance Funds, Inc. (AIM)                   2 portfolios
         General American Capital Company (GACC)                    1 portfolio
         Templeton Variable Products Series Fund (Templeton)        5 portfolios


(2)   Significant Accounting Policies
      (a)   Investment Valuation
            Investments  made in the portfolios of the investment  companies are
            valued at the  reported  net asset value of such  portfolios,  which
            value their  investment  securities at fair value.  The average cost
            method is used to compute the realized  gains and losses on the sale
            of portfolio shares owned by the sub-accounts. Income from dividends
            and gains from realized capital gain  distributions  are recorded on
            the ex-distribution date.

      (b)   Reinvestment of Distributions
            With the  exception  of the GACC Money Market  Fund,  dividends  and
            gains from realized gain  distributions are reinvested in additional
            shares of the portfolio.

            GACC  follows  the  Federal  income  tax  practice  known as consent
            dividending,  whereby substantially all of its net investment income
            and  realized  capital  gains  are  deemed  to pass  through  to the
            Separate Account.  As a result,  GACC does not distribute  dividends
            and  realized  capital  gains.  During  December  of each year,  the
            accumulated net investment  income and realized capital gains of the
            GACC Money  Market Fund are  allocated  to the  Separate  Account by
            increasing  the cost basis and  recognizing  a gain in the  Separate
            Account.

      (c)   Federal Income Taxes
            The  operations of the Separate  Account are included in the federal
            income tax return of Cova which is taxed as a Life Insurance Company
            under the  provisions  of the  Internal  Revenue  Code (IRC).  Under
            current  IRC  provisions,  Cova  believes  it will be treated as the
            owner of the Separate Account assets for federal income tax purposes
            and does not expect to incur federal income taxes on the earnings of
            the Separate  Account to the extent the earnings are credited to the
            variable  life  policies.  Based on this, no charge has been made to
            the Separate  Account for federal income taxes. A charge may be made
            in  future  years  for  any  federal  income  taxes  that  would  be
            attributable to the variable life policies.


(3)   Contract Charges and Fees
      There are contract  charges and fees  associated  with the  variable  life
      insurance  policy that are  deducted  from the policy  account  value that
      reduce the return on investment.

<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
June 30, 1999
Unaudited


      (a)   Insurance Charges
            The  insurance  charges are: (1)  mortality  and expense  risk,  (2)
            administrative,  (3) tax  expense and (4) cost of  insurance.  These
            charges  are  deducted  from the policy  account  value on a monthly
            basis.

            For the first 10 years,  the mortality and expense  charge is equal,
            on an annual basis,  to 0.90% of the policy account  value,  1/12 of
            which is deducted each month. In succeeding years, the mortality and
            expense charge is equal,  on an annual basis, to 0.75% of the policy
            account   value,   1/12  of  which  is  deducted  each  month.   The
            administrative  charge is equal, on an annual basis, to 0.40% of the
            policy account value,  1/12 of which is deducted each month.  During
            the six months ending June 30, 1999,  mortality and expense risk and
            administrative  charges  of $1,192  were  deducted  from the  policy
            values in the Separate Account.

            During the first 10 years, a tax expense charge is deducted. The tax
            expense  charge is equal,  on an annual  basis,  to 0.40% (0.15% for
            federal tax and 0.25% for premium tax) of the policy  account value,
            1/12 of which is deducted each month. Premium taxes range from 0% to
            4% and the premium tax charge is assessed  regardless of the owner's
            actual  state or local  jurisdiction.  During the six months  ending
            June 30, 1999,  tax expense  charges of $367 were  deducted from the
            policy values in the Separate Account.

            The cost of  insurance  charge  deducted  each month from the policy
            account value depends upon the sex, age and rating classification of
            the insured  and whether the initial  premium is 100% of the maximum
            premium limit.  During the six months ending June 30, 1999,  cost of
            insurance  charges of $571 were  deducted  from the policy values in
            the Separate Account.

      (b)   Surrender Charges
            During  the first 10  years,  a  surrender  charge  is  deducted  on
            withdrawals in excess of the annual withdrawal amount. The surrender
            charge is a percentage of the premium surrendered as follows:
                 policy years   1-3      7.5%      policy year     7       3.0%
                 policy year     4       6.0%      policy year     8       2.0%
                 policy year     5       5.0%      policy year     9       1.0%
                 policy year     6       4.0%      policy year    10+      0.0%

            During the first 10 years, a deferred premium tax charge is deducted
            on  premium  surrendered.  The  deferred  premium  tax  charge  is a
            percentage of the premium surrendered as follows:
                 policy year     1      2.25%      policy year     6      1.00%
                 policy year     2      2.00%      policy year     7      0.75%
                 policy year     3      1.75%      policy year     8      0.50%
                 policy year     4      1.50%      policy year     9      0.25%
                 policy year     5      1.25%      policy year    10+     0.00%

      (c)   Contract Fees
            An annual contract maintenance fee of $30 is imposed on all variable
            life  contracts with policy values less than $50,000 on their policy
            anniversary. This fee covers the cost of contract administration for
            the previous year and is prorated  between the sub-accounts to which
            the policy value is allocated.

            Subject to certain restrictions, the contract owner may transfer all
            or a part of the accumulated value of the policy among the available
            sub-accounts of the Separate Account. If more than 12 transfers have
            been made in the policy year, a transfer fee of $25 per transfer or,
            if less,  2% of the amount  transferred,  will be deducted  from the
            policy  account  value.  Transfers  made in a dollar cost  averaging
            program are not subject to the transfer fee.

<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(4)    Cost Basis of Investments
       The cost basis of each sub-account's investment follows:

<S>                                                           <C>
       Trust Lord Abbett Growth and Income                    $ 42,381
       Trust Bond Debenture                                     12,499
       Trust Small Cap Stock                                    12,499
       Trust Large Cap Stock                                    62,511
       Trust Select Equity                                      50,012
       Trust International Equity                               19,921
       GACC Money Market                                       648,684
                                                         --------------
                                                             $ 848,507
                                                         ==============
</TABLE>

<TABLE>
<CAPTION>
(5)    Unit Fair Value
       A summary of  accumulation  unit values,  net assets and total return for
       each sub-account follows:


                                                         Accumulation
                                                             Unit          Net Assets       Total
                                           Commenced         Value        (in thousands)    Return
                                          Operations        6/30/99         6/30/99          1999
                                         --------------  --------------   -------------  -------------

<S>                                            <C>          <C>                   <C>           <C>
       Trust Lord Abbett Growth and Income     4/30/99      $12.247286            $ 44          3.81%
       Trust Bond Debenture                    4/29/99       10.364187              12         -1.70%
       Trust Small Cap Stock                   4/29/99        9.427602              13          5.92%
       Trust Large Cap Stock                   4/29/99       13.686681              63          2.38%
       Trust Select Equity                     6/29/99       12.785358              51          1.10%
       Trust International Equity               5/4/99       11.162725              20         -0.61%
       GACC Money Market                        3/1/99       10.720997             649          1.55%
</TABLE>

<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)    Realized Gain (Loss) and Change in Unrealized Appreciation
       The  realized  gain  (loss) on the sale of fund  shares and the change in
       unrealized appreciation for each sub-account during the six months ending
       June 30, 1999 and the year ending December 31, 1998 follows:

                                                                                 Realized Gain (Loss)
                                                          ---------------------------------------------------------------
                                                              Aggregate           Aggregate Cost
                                                           Proceeds from Sales   of Portfolio Shares       Realized
                                                           of Portfolio Shares       Redeemed             Gain (Loss)
                                                          ------------------    ------------------    -------------------
<S>                                                                   <C>             <C>                      <C>
       Trust Lord Abbett Growth and Income                            $ 168           $ 166                    $ 2
       Trust Bond Debenture                                              49              49                      -
       Trust Small Cap Stock                                             49              49                      -
       Trust Large Cap Stock                                              -               -                      -
       Trust Select Equity                                                -               -                      -
       Trust International Equity                                        77              78                     (1)
       GACC Money Market                                            200,311         199,781                    530
</TABLE>



<TABLE>
<CAPTION>
                                                                         Unrealized Appreciation (Depreciation)
                                                          ---------------------------------------------------------------
                                                             Appreciation          Appreciation
                                                            (Depreciation)        (Depreciation)
                                                            End of Period        Beginning of Period        Change
                                                          ------------------    -----------------------------------------
<S>                                                                 <C>                  <C>                <C>
       Trust Lord Abbett Growth and Income                          $ 1,131              $ -                $ 1,131
       Trust Bond Debenture                                            (209)               -                   (209)
       Trust Small Cap Stock                                            787                -                    787
       Trust Large Cap Stock                                            938                -                    938
       Trust Select Equity                                              559                -                    559
       Trust International Equity                                      (120)               -                   (120)
       GACC Money Market                                                374                -                    374
</TABLE>

<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    Unit Transactions
       The change in the number of units for each sub-account follows:


                                                                               Trust                                       GACC
                                          ---------------------------------------------------------------------------  -------------
                                           Lord Abbett                 Small        Large
                                           Growth and       Bond        Cap          Cap        Select    International   Money
                                             Income       Debenture    Stock        Stock       Equity       Equity       Market
                                          -------------   ---------  ---------   ----------  -----------   ----------  -----------
<S>                                              <C>         <C>        <C>          <C>          <C>          <C>         <C>
Accumulation units:
       Unit balance at 12/31/98

         Cova units purchased                        -           -          -            -            -            -           10
         Cova units redeemed                         -           -          -            -            -            -            -
         Contract units purchased                    -           -          -            -            -            -       79,440
         Contract units transferred, net         3,567       1,191      1,415        4,640        3,955        1,781      (18,747)
         Contract units redeemed                   (14)         (5)        (6)          (4)           -           (7)        (162)
                                          -------------   ---------  ---------   ----------  -----------   ----------  -----------
       Unit balance at 6/30/99                   3,553       1,186      1,409        4,636        3,955        1,774       60,541
                                          =============   =========  =========   ==========  ===========   ==========  ===========
</TABLE>




COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Financial Statements (Unaudited)

June 30, 1999 and 1998




COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Balance Sheets

(In thousands)

<TABLE>
<CAPTION>
                                                                     June 30,
                                                                        1999              December 31,
                                                                    (Unaudited)              1998
                                                                 ----------------      ------------------
<S>                                                                  <C>                    <C>
Assets

Investments:

  Debt securities available for sale at fair value
    (cost of $105,997 in 1999 and $99,228 in 1998)                   $103,276               $100,658

 Mortgage loans, net of allowance for potential loan loss               4,508                  5,245

 Policy loans                                                           1,054                  1,223
                                                                        -----                  -----

Total investments                                                     108,838                107,126
                                                                      -------                -------

Cash and cash equivalents - interest bearing                            5,831                  5,789

Cash - non-interest bearing                                             1,419                  1,200

Accrued investment income                                               1,744                  1,641

Deferred policy acquisition costs                                      12,882                  9,142

Present value of future profits                                         1,009                    854

Goodwill                                                                1,758                  1,813

Deferred tax benefits, net                                              1,130                    585

Receivable from OakRe                                                  27,058                 35,312

Other assets                                                              639                    516

Separate account assets                                               160,272                127,873
                                                                      -------                -------

Total assets                                                         $322,580               $291,851
                                                                     ========               ========
</TABLE>

See accompanying notes to unaudited financial statements.
(Continued)

<PAGE>

COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Balance Sheets, Continued

(In thousands)

<TABLE>
<CAPTION>
                                                                            June 30,
                                                                              1999                December 31,
Liabilities and Shareholder's Equity                                       (Unaudited)                1998
                                                                         --------------          --------------
<S>                                                                         <C>                     <C>
Policyholder deposits                                                       $131,604                $135,106

Future policy benefits                                                         6,596                   6,191

Payable on purchase of securities                                              1,000                      27

Accounts payable and other liabilities                                         1,543                   1,653

Federal and state income taxes payable                                           377                     172

Future purchase price payable to OakRe                                           281                     342

Guaranty fund assessments                                                      1,000                   1,000

Separate account liabilities                                                 160,270                 127,871
                                                                             -------                 -------

Total liabilities                                                            302,671                 272,362
                                                                             -------                 -------

Shareholder's equity:

  Common stock                                                                 2,800                   2,800

  Additional paid-in capital                                                  15,523                  14,523

  Retained earnings                                                            2,218                   1,833

  Accumulated other comprehensive income (loss), net of tax                    (632)                     333
                                                                               -----                     ---

Total shareholder's equity                                                    19,909                  19,489
                                                                              ------                  ------

Total liabilities and shareholder's equity                                  $322,580                $291,851
                                                                            ========                ========
</TABLE>

See accompanying notes to unaudited financial statements.

<PAGE>

COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Statements of Income (Unaudited)

(In thousands)
<TABLE>
<CAPTION>

                                                           Six months ended                Three months ended
                                                                June 30,                         June 30,
                                                            1999           1998           1999            1998
                                                           ---------------------          ---------------------
<S>                                                        <C>             <C>           <C>              <C>
Revenues:

Premiums                                                   $1,448          $592          $1,273           $536

Net investment income                                       3,855         3,737           1,956          1,825

Net realized investment losses                                (4)          (29)            (42)           (35)

Separate account fees                                       1,004           612             537            341

Other income                                                  160            29              78             12
                                                              ---            --              --             --

Total revenues                                              6,463         4,941           3,802          2,679
                                                            -----         -----           -----          -----

Benefits and expenses:

Interest on policyholder deposits                           2,953         2,697           1,481          1,270

Current and future policy benefits                          1,694           746           1,430            562

Operating and other expenses                                  764           877             462            398

Amortization of purchased intangible assets                    91            88              45             45

Amortization of deferred acquisition costs                    396           254             207            146
                                                              ---           ---             ---            ---

Total benefits and expenses                                 5,898         4,662           3,625          2,421
                                                            -----         -----           -----          -----

Income before income taxes                                    565           279             177            258
                                                              ---           ---             ---            ---

Income tax expense(benefit):

Current                                                       205          (10)           (200)            320

Deferred                                                     (25)           130             255          (220)
                                                             ----           ---             ---          -----

Total income tax expense                                      180           120              55            100
                                                              ---           ---              --            ---

Net income                                                   $385          $159            $122           $158
                                                             ====          ====            ====           ====
</TABLE>

See accompanying notes to unaudited financial statements.

<PAGE>


COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Statements of Shareholder's Equity (Unaudited)

(In thousands)
<TABLE>
<CAPTION>

                                                                            For the periods ended
                                                                          6/30/99            12/31/98
                                                                        ------------       ------------
<S>                                                                        <C>                <C>
Common stock, at beginning and end of period                               $2,800             $2,800
                                                                           ------             ------

Additional paid-in capital:

Balance at beginning of period                                             14,523             13,523

Capital contribution                                                        1,000              1,000
                                                                            -----              -----

Balance at end of period                                                   15,523             14,523
                                                                           ------             ------

Retained earnings:

Balance at beginning of period                                              1,833              1,023

Net income                                                                    385                810
                                                                              ---                ---

Balance at end of period                                                    2,218              1,833
                                                                            -----              -----

Accumulated other comprehensive income:
                                                                              333                145
Balance at beginning of period

Change in unrealized appreciation (depreciation) of debt
   securities                                                              (4,151)               794

Change in deferred acquisition costs attributable to
unrealized appreciation (depreciation)                                      2,485               (513)

Change in present value of future profits attributable to
unrealized depreciation                                                       181                  8

Change in deferred federal income taxes impact                                520               (101)
                                                                              ---              -----

Balance at end of period                                                     (632)               333
                                                                            -----                ---

Total shareholder's equity                                                $19,909            $19,489
                                                                          =======            =======
Total comprehensive income:

  Net income                                                                 $385               $810

  Other comprehensive income (loss)(change in
   unrealized gains(losses) on debt securities)                              (965)               188
                                                                            -----                ---

  Total comprehensive income(loss)                                          $(580)              $998
                                                                           ======               ====
</TABLE>

  See accompanying notes to unaudited financial statements.

<PAGE>


COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Statements of Cash Flows (Unaudited)

Six months ended June 30, 1999 and 1998
(In thousands)
<TABLE>
<CAPTION>
                                                                                 For the periods ended

                                                                              6/30/99               6/30/98
                                                                           ------------           ------------
<S>                                                                               <C>                 <C>
Reconciliation of net income to net cash provided
   by operating activities:

  Net income                                                                      $385                $159

  Adjustments to reconcile net income to net cash
     Provided  by  operating activities:

    Increase in future policy benefits                                             405                 361

    Decrease in payables and accrued liabilities                                  (110)               (380)

    Decrease(increase) in accrued investment income                               (103)                 72

    Amortization of intangible assets                                              487                 487

    Recapture commission paid to OakRe                                             (61)               (145)

    Net realized investment losses                                                   4                  29

    Interest accumulated on policyholder deposits                                2,953               2,697

    Decrease(increase) in current and deferred income taxes                       (340)                 13

    Commissions and expenses deferred                                           (1,651)             (1,475)

    Other                                                                        1,036                 347
                                                                                ------              ------

Net cash provided by operating
  Activities                                                                     3,005               2,165
                                                                                 -----               -----

Cash flows from investing activities:

  Cash used in the purchase of investment
    Securities                                                                 (16,925)            (20,458)

  Proceeds from investment securities sold
    and matured                                                                 11,700              24,046

  Other                                                                           (63)                (58)
                                                                                  ----                ----

Net cash provided by (used in) investing
  Activities                                                                   (5,288)               3,530
                                                                               -------               -----
</TABLE>

See accompanying notes to unaudited financial statements.
(Continued)

<PAGE>


COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Statements of Cash Flows, (Unaudited) (Continued)

Six months ended June 30, 1999 and 1998
(In thousands)
<TABLE>
<CAPTION>
                                                              For the periods ended
                                                          6/30/99                 6/30/98
                                                        ------------           --------------
<S>                                                       <C>                      <C>
Cash flows from financing activities:

  Policyholder deposits                                   $35,427                  $30,408

  Transfers from OakRe                                      8,836                   18,514

  Transfer to separate accounts                           (23,006)                 (32,931)

  Return of policyholder deposits                         (19,713)                 (15,882)

  Capital contribution received                             1,000                        -
                                                            -----                   -------

Net cash provided by financing
  activities                                                2,544                      109
                                                            -----                      ---

Increase in cash and cash
  equivalents                                                 261                    5,804
                                                              ---                    -----

Cash and cash equivalents - beginning of
  period                                                    6,989                    2,148
                                                            -----                    -----

Cash and cash equivalents - end of period                  $7,250                   $7,952
                                                           ======                   ======

See accompanying notes to unaudited financial statements.
</TABLE>

<PAGE>

COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Interim Financial Statements - (Unaudited)

June 30, 1999 and 1998

(1)

The interim consolidated  financial statements for Cova Financial Life Insurance
Company (the  Company)  have been  prepared on the basis of  generally  accepted
accounting principles and, in the opinion of management, reflect all adjustments
(consisting of normal recurring  accruals)  necessary for a fair presentation or
results  for such  periods.  The  results of  operations  and cash flows for any
interim  period are not  necessarily  indicative  of results  for the full year.
These  financial  statements  should be read in  conjunction  with the financial
statements  as of December 31, 1998 and  December 31, 1997,  and for each of the
years in the  three-year  period  ended  December  31,  1998 and  related  notes
thereto, presented elsewhere herein. Interim financial data presented herein are
unaudited.


(2)  Investments

The Company's  investments in debt securities are considered  available for sale
and carried at estimated fair value, with the aggregate unrealized  appreciation
or depreciation being recorded as other comprehensive income. The carrying value
and amortized cost of investments at June 30, 1999 were as follows:


<TABLE>
<CAPTION>

                                                                       June 30, 1999
                                           ----------------------------------------------------------------------
                                                             Gross        Gross       Estimated
                                            Amortized     Unrealized    Unrealized       Fair        Carrying
                                               Cost          Gains        Losses         Value         Value
                                           ----------------------------------------------------------------------
                                                                      (in thousands)
<S>                                           <C>              <C>           <C>        <C>           <C>
Debt Securities:
  Government agency obligations               $2,289           $45           $ -        $2,334        $2,334
  Corporate securities                        82,093           261        (2,612)       79,742        79,742
  Mortgage-backed securities                   9,101            28          (43)         9,086         9,086
  Asset-backed securities                     12,514            50         (450)        12,114        12,114
                                              ------            --         -----        ------        ------

Total debt securities                        105,997           384        (3,105)      103,276       103,276

Mortgage loans(net)                            4,508           112             -         4,620         4,508
Policy loans                                   1,054             -             -         1,054         1,054
                                               ------         -----         ----         -----         -----

Total investments                           $111,559          $496       ($3,105)     $108,950      $108,838
                                            ========          ====      ========      ========      ========
Company's beneficial interest
  In separate accounts                            $2            --            --            $2            $2
                                                  ==            ==            ==            ==            ==
</TABLE>

As of June 30,  1999,  the Company had one  nonincome  producing  debt  security
totaling  $502,244.  The Company's  valuation  allowance for potential losses on
mortgage loans is $27,500 at June 30, 1999

<PAGE>


COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Interim Financial Statements - (Unaudited)

The amortized cost and fair market value of debt securities at June 30, 1999, by
contractual  maturity,  are shown below.  Expected  maturities  will differ from
contractual  maturities  because  borrowers may have the right to call or prepay
obligations  with  or  without  call  or  prepayment  penalties.  Maturities  of
mortgage-backed  securities will be substantially shorter than their contractual
maturity because they require monthly principal  installments and mortgagees may
prepay principal.
<TABLE>
<CAPTION>
                                                                June 30, 1999
                                                ---------------------------------------------
                                                                                 Fair
                                                    Amortized                   Market
                                                      Cost                      Value
                                                ---------------------------------------------
                                                                 (in thousands )
<S>                                                   <C>                       <C>
Less than one year                                    $3,373                    $3,398

Due after one year through five years                 36,700                    36,166

Due after five years through ten years                36,041                    34,702

Due after ten years                                   20,782                    19,924

Mortgage-backed securities                             9,101                     9,086
                                                       -----                     -----

Total                                               $105,997                  $103,276
                                                    ========                  ========
</TABLE>


At June 30, 1999,  approximately  93.4% of the  Company's  debt  securities  are
investment  grade or are non-rated but considered to be of investment  grade. Of
the 6.6%  non-investment  grade debt securities,  6.1% are rated as BB, and 0.5%
are rated as C and treated as impaired.

<PAGE>


COVA FINANCIAL LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Interim Financial Statements - (Unaudited)

The  components  of net  investment  income,  net  realized  capital  losses and
comprehensive income were as follows:


<TABLE>
<CAPTION>
                                                        --------------------------         -----------------------------
                                                              Six months ended                  Three months ended
                                                                 June 30,                            June 30,
                                                           1999            1998                 1999             1998
                                                        --------------------------         -----------------------------
                                                                              (in thousands)
<S>                                                       <C>             <C>                 <C>              <C>
Income on debt securities                                 $3,565          $3,515              $1,790           $1,705

Income on short-term investments                              96             110                  52               60

Income on mortgage loans                                     217             122                 126               68


Income on policy loans                                        41              44                  21               22

Miscellaneous interest                                         1               3                   1                -
                                                          ------          ------               -------         -------

Total investment income                                    3,920           3,794               1,990            1,855

Investment expenses                                          (65)            (57)                (34)             (30)
                                                            ----            ----                ----             ----

Net investment income                                     $3,855          $3,737              $1,956           $1,825
                                                          ======          ======              ======           ======

Net realized capital losses -

  debt securities                                           $(4)           $(29)               $(42)            $(35)
                                                            ====           =====               =====            =====
</TABLE>


<TABLE>
<CAPTION>
                                                          ---------------------------------
                                                               For the periods ended
                                                           6/30/99                  6/30/98
                                                          ---------------------------------
                                                                    (in thousands)
<S>                                                        <C>                        <C>
Comprehensive income was as follows:

  Debt securities                                          $(4,151)                   $59

  Effects on deferred acquisition costs
    amortization                                             2,485                    (61)

  Effects on present value of future
    Profits amortization                                       181                     23
                                                               ---                     --
  Unrealized appreciation (depreciation)
    before income taxes                                     (1,485)                    21

  Unrealized income tax benefit/(expense)                      520                     (8)
                                                               ---                     ---

Net change in comprehensive income                           $(965)                   $13
                                                             ======                   ====
</TABLE>

<PAGE>

COVA FINANCIAL LIFE INSURANCE COMPANY

(a wholly owned subsidiary of Cova Financial Services Life Insurance Company)

Notes to Interim Financial Statements - (Unaudited)


(3)  Securities Greater than 10% of Shareholder's Equity

As of June 30, 1999 the Company had one individual security which exceeded 10%
of shareholder's equity:

Colonial Realty 7.5%, 07/15/2001 $1,997,781

(4)      Statutory Surplus

As  of  June  30,  1999,  the  Company's   statutory  capital  and  surplus  was
$10,758,290.  The Company's  statutory net losses for the periods ended June 30,
1999 and 1998 were $418,255 and $444,318, respectively.

(5)      Related-Party Transactions

The Company has entered into management,  operations,  and servicing  agreements
with its affiliated companies. The affiliated companies are Cova Life Management
Company,  which  provides  management  services and the  employees  necessary to
conduct the  activities  of the Company;  and Conning  Asset  Management,  which
provides  investment  advice.  Additionally,  a portion  of  overhead  and other
corporate  expenses are  allocated by the  Company's  ultimate  parent,  General
American  Life  Insurance  Company.  Cova Life  Administrative  Service  Company
provides various services for the Company including  underwriting,  claims,  and
administrative  functions.  Expenses and fees paid to affiliated companies as of
June 30, 1999 and 1998 were $489,502 and $403,709, respectively.

(6)   SUBSEQUENT EVENT

On August 26, 1999, the Company's ultimate parent, General American Life
Insurance Company (GALIC), entered into a definitive agreement, whereby MetLife
will acquire GALIC's parent company GenAmerica Corporation for $1.2 billion in
cash. The purchase is subject to the approval of the Missouri Director of
Insurance, and it is expected to be completed in the fourth quarter of 1999.

(7)  Others

Certain 1998 amounts have reclassified to conform to the 1999 presentation.






                      COVA FINANCIAL LIFE INSURANCE COMPANY
              (a wholly owned subsidiary of Cova Financial Services
                             Life Insurance Company)

                              Financial Statements

                        December 31, 1998, 1997, and 1996

                   (With Independent Auditors' Report Thereon)


                          INDEPENDENT AUDITORS' REPORT



     The Board of Directors and Shareholder
     Cova Financial Life Insurance Company:


     We have audited the accompanying balance sheets of Cova Financial Life
     Insurance Company (a wholly owned subsidiary of Cova Financial Services
     Life Insurance Company) (the Company) as of December 31, 1998 and 1997, and
     the related statements of income, shareholder's equity, and cash flows for
     each of the years in the three-year period ended December 31, 1998. These
     financial statements are the responsibility of the Company's management.
     Our responsibility is to express an opinion on these financial statements
     based on our audits.

     We conducted our audits in accordance with generally accepted auditing
     standards. Those standards require that we plan and perform the audits to
     obtain reasonable assurance about whether the financial statements are free
     of material misstatement. An audit includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements. An audit also includes assessing the accounting principles used
     and significant estimates made by management, as well as evaluating the
     overall financial statement presentation. We believe that our audits
     provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
     in all material respects, the financial position of Cova Financial Life
     Insurance Company as of December 31, 1998 and 1997, and the results of its
     operations and its cash flows for each of the years in the three-year
     period ended December 31, 1998, in conformity with generally accepted
     accounting principles.


     March 4, 1999


<TABLE>
<CAPTION>
                      COVA FINANCIAL LIFE INSURANCE COMPANY
              (a wholly owned subsidiary of Cova Financial Services
                             Life Insurance Company)

                                 Balance Sheets

                           December 31, 1998 and 1997




                                        ASSETS                          1998         1997
                                                                     -----------  -----------
                                                                         (in thousands)
<S>                                                                <C>               <C>
Investments:
    Debt securities available-for-sale, at fair value
      (cost of $99,228 in 1998 and $96,884 in 1997)                $    100,658       97,520
    Mortgage loans, net of allowance for potential loan
      loss of $10 in 1998 and $-0- in 1997                                5,245        1,786
    Policy loans                                                          1,223        1,083
                                                                     -----------  -----------

             Total investments                                          107,126      100,389


Cash and cash equivalents - interest-bearing                              5,789          756
Cash - noninterest-bearing                                                1,200        1,392
Accrued investment income                                                 1,641        1,826
Deferred policy acquisition costs                                         9,142        6,774
Present value of future profits                                             854          900
Goodwill                                                                  1,813        1,923
Deferred tax asset, net                                                     585        1,042
Receivable from OakRe                                                    35,312       68,533
Reinsurance receivables                                                     118          114
Other assets                                                                398           14
Separate account assets                                                 127,873       69,318
                                                                     -----------  -----------

             Total assets                                          $    291,851      252,981
                                                                     ===========  ===========
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                      COVA FINANCIAL LIFE INSURANCE COMPANY
              (a wholly owned subsidiary of Cova Financial Services
                             Life Insurance Company)

                            Balance Sheets, Continued

                           December 31, 1998 and 1997




                         LIABILITIES AND SHAREHOLDER'S EQUITY              1998          1997
                                                                        -----------   -----------
                                                                             (in thousands)
<S>                                                                   <C>                <C>
Policyholder deposits                                                 $    135,106       157,566
Future policy benefits                                                       6,191         5,381
Payable on purchase of securities                                               27            92
Accounts payable and other liabilities                                       1,653         1,462
Federal and state income taxes payable                                         172           106
Future purchase price payable to OakRe                                         342           565
Guaranty fund assessments                                                    1,000         1,000
Separate account liabilities                                               127,871        69,318
                                                                        -----------   -----------

             Total liabilities                                             272,362       235,490
                                                                        -----------   -----------

Shareholder's equity:
    Common stock, $233.34 par value.  (Authorized
      30,000 shares; issued and outstanding
      12,000 shares in 1998 and 1997)                                        2,800         2,800
    Additional paid-in capital                                              14,523        13,523
    Retained earnings                                                        1,833         1,023
    Accumulated other comprehensive income,
      net of tax                                                               333           145
                                                                        -----------   -----------

             Total shareholder's equity                                     19,489        17,491
                                                                        -----------   -----------

             Total liabilities and shareholder's equity               $    291,851       252,981
                                                                        ===========   ===========
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                      COVA FINANCIAL LIFE INSURANCE COMPANY
              (a wholly owned subsidiary of Cova Financial Services
                             Life Insurance Company)

                              Statements of Income

                  Years ended December 31, 1998, 1997, and 1996




                                                               1998         1997        1996
                                                             ----------   ----------  ----------
                                                                       (in thousands)
<S>                                                        <C>                <C>           <C>
Revenues:
    Premiums                                               $     1,308        1,191         488
    Net investment income                                        7,516        6,761       4,176
    Net realized gains (losses) on sales of
      investments                                                  178          158         (28)
    Separate account fees                                        1,392          599         134
    Other income                                                    66           45          35
                                                             ----------   ----------  ----------

             Total revenues                                     10,460        8,754       4,805
                                                             ----------   ----------  ----------

Benefits and expenses:
    Interest on policyholder deposits                            5,486        4,837       2,563
    Current and future policy benefits                           1,549        1,481         722
    Operating and other expenses                                 1,614        1,203         570
    Amortization of purchased intangible
      assets                                                       194          165          66
    Amortization of deferred policy
      acquisition costs                                            530          320         187
                                                             ----------   ----------  ----------

             Total benefits and expenses                         9,373        8,006       4,108
                                                             ----------   ----------  ----------

             Income before income taxes                          1,087          748         697
                                                             ----------   ----------  ----------

Income tax expense (benefit):
    Current                                                        (80)         310         351
    Deferred                                                       357           (5)        (66)
                                                             ----------   ----------  ----------

             Total income tax expense                              277          305         285
                                                             ----------   ----------  ----------

             Net income                                    $       810          443         412
                                                             ==========   ==========  ==========
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                      COVA FINANCIAL LIFE INSURANCE COMPANY
              (a wholly owned subsidiary of Cova Financial Services
                             Life Insurance Company)

                       Statements of Shareholder's Equity

                  Years ended December 31, 1998, 1997, and 1996




                                                                                1998        1997        1996
                                                                              ----------  ----------  ----------
                                                                                       (in thousands)
<S>                                                                         <C>              <C>         <C>
Common stock, at beginning
    and end of period                                                       $     2,800       2,800       2,800
                                                                              ----------  ----------  ----------

Additional paid-in capital:
    Balance at beginning of period                                               13,523      13,523      13,523
    Capital contribution                                                          1,000          --          --
                                                                              ----------  ----------  ----------

Balance at end of period                                                         14,523      13,523      13,523
                                                                              ----------  ----------  ----------

Retained earnings:
    Balance at beginning of period                                                1,023         580         168
    Net income                                                                      810         443         412
                                                                              ----------  ----------  ----------

Balance at end of period                                                          1,833       1,023         580
                                                                              ----------  ----------  ----------

Accumulated other comprehensive income:
    Balance at beginning of period                                                  145           1         192
    Change in unrealized appreciation (depreciation)
      of debt and equity securities                                                 794         630        (840)
    Deferred federal income tax impact                                             (101)        (77)        103
    Change in deferred policy acquisition costs
      attributable to unrealized appreciation                                      (513)       (144)        (69)
    Change in present value of future profits
      attributable to unrealized depreciation (appreciation)                          8        (265)        615
                                                                              ----------  ----------  ----------

Balance at end of period                                                            333         145           1
                                                                              ----------  ----------  ----------

             Total shareholder's equity                                     $    19,489      17,491      16,904
                                                                              ==========  ==========  ==========

Total comprehensive income:
    Net income                                                              $       810         443         412
    Other comprehensive income (change in net unrealized
      appreciation (depreciation) of debt and equity securities)                    188         144        (191)
                                                                              ----------  ----------  ----------

             Total comprehensive income                                     $       998         587         221
                                                                              ==========  ==========  ==========
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                      COVA FINANCIAL LIFE INSURANCE COMPANY
              (a wholly owned subsidiary of Cova Financial Services
                             Life Insurance Company)

                            Statements of Cash Flows

                  Years ended December 31, 1998, 1997 and 1996


                                                                                      1998          1997          1996
                                                                                   ------------  ------------  -----------
                                                                                               (in thousands)
<S>                                                                              <C>                 <C>          <C>
Reconciliation of net income to net cash provided by (used in) operating
    activities:
      Net income                                                                 $         810           443          412
      Adjustments to reconcile net
        income (loss) to net cash provided by
        (used in) operating activities:
           Increase in future policy benefits                                              810           820          192
           Increase in payables and
             accrued liabilities                                                           191            82           95
           Decrease (increase) in accrued
             investment income                                                             185          (704)        (556)
           Amortization of intangible assets and
             deferred policy acquisition costs                                             724           485          253
           Amortization and accretion of
             securities, premiums, and discounts                                           (87)          (10)          73
           Net realized (gain) loss on sale of investments                                (178)         (158)          28
           Interest on policyholder deposits                                             5,486         4,837        2,563
           Increase (decrease) in current and
             deferred federal income taxes                                                 523            91          (66)
           Recapture commissions paid to OakRe                                            (223)         (159)        (273)
           Commissions and expenses deferred                                            (3,411)       (3,917)      (2,413)
           Due to/from affiliates                                                           --            --           44
           Other                                                                           219          (498)        (452)
                                                                                   ------------  ------------  -----------

             Net cash provided by (used in) operating activities                         5,049         1,312         (100)
                                                                                   ------------  ------------  -----------

Cash flows from investing activities:
    Cash used in the purchase of
      investment securities                                                            (56,673)      (53,534)     (42,655)
    Proceeds from investment securities
      sold and matured                                                                  50,661        25,379       10,635
    Other                                                                                 (121)          (81)         (90)
                                                                                   ------------  ------------  -----------

             Net cash used in investing activities                                      (6,133)      (28,236)     (32,110)
                                                                                   ------------  ------------  -----------
</TABLE>

<TABLE>
<CAPTION>
                      COVA FINANCIAL LIFE INSURANCE COMPANY
              (a wholly owned subsidiary of Cova Financial Services
                             Life Insurance Company)

                       Statements of Cash Flows, Continued

                  Years ended December 31, 1998, 1997, and 1996




                                                                                      1998          1997          1996
                                                                                   ------------  ------------  -----------
                                                                                               (in thousands)
<S>                                                                              <C>                  <C>          <C>
Cash flows from financing activities:
    Policyholder deposits                                                        $      69,459        81,788       38,348
    Transfers from OakRe                                                                35,590        25,060       36,553
    Transfer to separate accounts                                                      (60,181)      (56,144)     (13,669)
    Return of policyholder deposits                                                    (39,943)      (28,267)     (28,521)
    Capital contributions received                                                       1,000            --           --
                                                                                   ------------  ------------  -----------

             Net cash provided by financing activities                                   5,925        22,437       32,711
                                                                                   ------------  ------------  -----------

             Increase (decrease) in cash and cash equivalents                            4,841        (4,487)         501

Cash and cash equivalents - beginning of period                                          2,148         6,635        6,134
                                                                                   ------------  ------------  -----------

Cash and cash equivalents - end of period                                        $       6,989         2,148        6,635
                                                                                   ============  ============  ===========
</TABLE>

See accompanying notes to financial statements.

                      COVA FINANCIAL LIFE INSURANCE COMPANY
              (a wholly owned subsidiary of Cova Financial Services
                             Life Insurance Company)

                          Notes to Financial Statements

                        December 31, 1998, 1997, and 1996


  (1)   NATURE OF BUSINESS AND ORGANIZATION

              NATURE OF THE BUSINESS

              Cova Financial Life Insurance Company (the Company) markets and
              services single premium deferred annuities, immediate annuities,
              variable annuities, term life, single premium variable universal
              life, and single premium whole life insurance policies. The
              Company is licensed to conduct business in the state of
              California. Most of the policies issued present no significant
              mortality or longevity risk to the Company, but rather represent
              investment deposits by the policyholders. Life insurance policies
              provide policy beneficiaries with mortality benefits amounting to
              a multiple, which declines with age, of the original premium.

              Under the deferred fixed annuity contracts, interest rates
              credited to policyholder deposits are guaranteed. The Company may
              assess surrender fees against amounts withdrawn prior to scheduled
              rate reset and adjust account values based on current crediting
              rates. Policyholders also may incur certain federal income tax
              penalties on withdrawals.

              Under the variable annuity contracts, policyholder deposits are
              allocated to various separate account sub-accounts or the general
              account. A sub-account is valued at the sum of market values of
              the securities in its underlying investment portfolio. The
              contract value allocated to a sub-account will fluctuate based on
              the performance of the sub-accounts. The contract value allocated
              to the general account is credited with a fixed interest rate for
              a specified period. The Company may assess surrender fees against
              amounts withdrawn prior to the end of the withdrawal charge
              period. Policyholders may also incur certain federal income tax
              penalties on withdrawals.

              Under the single premium variable life contracts, policyholder
              deposits are allocated to various separate account sub-accounts.
              The account value allocated to a sub-account will fluctuate based
              on the performance of the sub-accounts. The Company guarantees a
              minimum death benefit to be paid to the beneficiaries upon the
              death of the insured. The Company may assess surrender fees
              against amounts withdrawn prior to the end of the surrender charge
              period. A deferred premium tax may also be assessed against
              amounts withdrawn in the first ten years. Policyholders may also
              incur certain federal income tax penalties on withdrawals.

              Under the term life insurance policies, policyholders pay a level
              premium over a certain period of time to guarantee a death benefit
              will be paid to the beneficiaries upon the death of the insured.
              This policy has no cash accumulation available to the
              policyholder.

              Although the Company markets its products through numerous
              distributors, including regional brokerage firms, national
              brokerage firms, and banks, approximately 97%, 85%, and 81% of the
              Company's sales have been through two specific brokerage firms, A.
              G. Edwards & Sons, Incorporated, and Edward Jones & Company,
              Incorporated, in 1998, 1997, and 1996, respectively.

              ORGANIZATION

              The Company, formerly Xerox Financial Life Insurance Company
              (XFLIC), is a wholly owned subsidiary of Cova Financial Services
              Life Insurance Company (CFSLIC). On December 31, 1996, Cova
              Corporation, an insurance holding company wholly owned by General
              American Life Insurance Company (GALIC), transferred 100% of the
              outstanding shares of the Company to CFSLIC, an affiliated life
              insurer domiciled in Missouri. The transfer of direct ownership
              had no effect on the operations of the Company as both CFSLIC and
              the Company had existed under common management and control prior
              to the transfer.

              Cova Corporation purchased the Company from Xerox Financial
              Services, Inc. (XFSI), a wholly owned subsidiary of Xerox
              Corporation, on June 1, 1995. In conjunction with the purchase,
              Cova Corporation entered into a financing reinsurance transaction
              with OakRe Life Insurance Company (OakRe), a subsidiary of XFSI,
              to assume the economic benefits and risks of the existing single
              premium deferred annuity deposits (SPDAs) of the Company. The
              receivable from OakRe to the Company that was created by this
              transaction will be liquidated over the remaining crediting rate
              guaranty periods which will be substantially expired by the end of
              the year 2000, from the transfer of cash in the amount of the then
              current account value, less a recapture commission fee to OakRe on
              policies retained beyond their 30-day-no-fee surrender window by
              the Company, upon the next crediting rate reset date of each
              annuity policy. The Company may then reinvest that cash for those
              policies that are retained and thereafter assume the benefits and
              risks of those deposits.

              In the event that both OakRe and XFSI default on the receivable,
              the Company may draw funds from a standby bank irrevocable letter
              of credit established by XFSI in the amount of $500 million. No
              funds were drawn on this letter of credit during the periods
              ending December 31, 1998 and 1997.

              In substance, terms of the agreement have allowed the seller,
              XFSI, to retain substantially all of the existing financial
              benefits and risks of the existing business, while the purchaser,
              GALIC, obtained the corporate operating and product licenses,
              marketing, and administrative capabilities of the Company, and
              access to the retention of the policyholder deposit base that
              persists beyond the next crediting rate reset date.

  (2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              DEBT SECURITIES

              Investments in all debt securities with readily determinable fair
              values are classified into one of three categories:
              held-to-maturity, trading, or available-for-sale. Classification
              of investments is based on management's current intent. All debt
              securities and short-term investments at December 31, 1998 and
              1997 were classified as available-for-sale. Securities
              available-for-sale are carried at fair value, with unrealized
              holding gains and losses reported as accumulated other
              comprehensive income of shareholder's equity, net of deferred
              effects of income tax and related effects on deferred acquisition
              costs and present value of future profits.

              Amortization of the discount or premium from the purchase of
              mortgage-backed bonds is recognized using a level-yield method
              which considers the estimated timing and amount of prepayments of
              the underlying mortgage loans. Actual prepayment experience is
              periodically reviewed and effective yields are recalculated when
              differences arise between the prepayments previously anticipated
              and the actual prepayments received and currently anticipated.
              When such a difference occurs, the net investment in the
              mortgage-backed bond is adjusted to the amount that would have
              existed had the new effective yield been applied since the
              acquisition of the bond, with a corresponding charge or credit to
              interest income (the "retrospective method").

              Investment income is recorded when earned. Realized capital gains
              and losses on the sale of investments are determined on the basis
              of specific costs of investments and are credited or charged to
              income.

              A realized loss is recognized and charged against income if the
              Company's carrying value in a particular investment in the
              available-for-sale category has experienced a significant decline
              in market value that is deemed to be other than temporary.

              MORTGAGE LOANS AND POLICY LOANS

              Mortgage loans and policy loans are carried at their unpaid
              principal balances. An allowance for mortgage loan losses is
              established based on an evaluation of the mortgage loan portfolio,
              past credit loss experience, and current economic conditions.

              Reserves for loans are established when the Company determines
              that collection of all amounts due under the contractual terms is
              doubtful and are calculated in conformity with Statement of
              Financial Accounting Standards (SFAS) No. 114, Accounting by
              Creditors for Impairment of a Loan, as amended by SFAS No. 118,
              Accounting by Creditors for Impairment of a Loan - Income
              Recognition and Disclosures.

              The Company had no impaired loans, and the valuation allowance for
              potential losses on mortgage loans was $10,000 and $319, at
              December 31, 1998 and 1997, respectively.

              CASH AND CASH EQUIVALENTS

              Cash and cash equivalents include currency and demand deposits in
              banks, U.S. Treasury bills, money market accounts, and commercial
              paper with maturities under 90 days, which are not otherwise
              restricted.

              SEPARATE ACCOUNT ASSETS

              Separate accounts contain segregated assets of the Company that
              are specifically assigned to variable annuity policyholders in the
              separate accounts and are not available to other creditors of the
              Company. The earnings of separate account investments are also
              assigned to the policyholders in the separate accounts, and are
              not guaranteed or supported by the other general investments of
              the Company. The Company earns mortality and expense risk fees
              from the separate accounts and assesses withdrawal charges in the
              event of early withdrawals. Separate accounts assets are valued at
              fair market value.

              In order to provide for optimum policyholder returns and to allow
              for the replication of the investment performance of existing
              "cloned" mutual funds, the Company has periodically transferred
              capital to the separate accounts to provide for the initial
              purchase of investments in new portfolios. As additional funds
              have been received through policyholder deposits, the Company has
              periodically reduced its capital investment in the separate
              accounts. The Company's capital investment in the separate
              accounts as of December 31, 1998 and 1997, are presented in note
              3.

              DEFERRED POLICY ACQUISITION COSTS

              The costs of acquiring new business which vary with and are
              directly related to the production of new business, principally
              commissions, premium taxes, sales costs, and certain policy
              issuance and underwriting costs, are deferred. These deferred
              costs are amortized in proportion to estimated future gross
              profits derived from investment income, realized gains and losses
              on sales of securities, unrealized securities gains and losses,
              interest credited to accounts, surrender fees, mortality costs,
              and policy maintenance expenses. The estimated gross profit
              streams are periodically reevaluated and the unamortized balance
              of deferred policy acquisition costs is adjusted to the amount
              that would have existed had the actual experience and revised
              estimates been known and applied from the inception of the
              policies and contracts. The amortization and adjustments resulting
              from unrealized gains and losses are not recognized currently in
              income but as an offset to the accumulated other comprehensive
              income of shareholder's equity. The amortization period is the
              remaining life of the policies, which is approximately 20 years
              from the date of original policy issue.

<TABLE>
<CAPTION>
              The components of deferred policy acquisition costs are shown
              below:

                                                                     1998          1997          1996
                                                                  ------------  ------------  ------------
                                                                              (IN THOUSANDS)
<S>                                                            <C>                  <C>           <C>
Deferred policy acquisition costs, beginning of period         $      6,774         3,321         1,164
Commissions and expenses deferred                                     3,411         3,917         2,413
Amortization                                                           (530)         (320)         (187)
Deferred policy acquisition costs attributable to
    unrealized appreciation                                            (513)         (144)          (69)
                                                                  ------------  ------------  ------------

Deferred policy acquisition costs, end of period               $      9,142         6,774         3,321
                                                                  ============  ============  ============
</TABLE>

              PURCHASE RELATED INTANGIBLE ASSETS AND LIABILITIES

              In accordance with the purchase method of accounting for business
              combinations, two intangible assets and a future payable related
              to accrued purchase price consideration were established as of the
              purchase date.

                           Present Value of Future Profits

                  The Company established an intangible asset which represents
                  the present value of future profits (PVFP) to be derived from
                  both the purchased and transferred blocks of business. Certain
                  estimates were utilized in the computation of this asset,
                  including estimates of future policy retention, investment
                  income, interest credited to policyholders, surrender fees,
                  mortality costs, and policy maintenance costs discounted at a
                  pretax rate of 18% (12% net after tax).

                  In addition, as the Company has the option of retaining its
                  SPDA policies after they reach their next interest rate reset
                  date and are recaptured from OakRe, a component of this asset
                  represents estimates of future profits on recaptured business.
                  This asset will be amortized in proportion to estimated future
                  gross profits derived from investment income, realized gains
                  and losses on sales of securities, unrealized securities
                  appreciation and depreciation, interest credited to accounts,
                  surrender fees, mortality costs, and policy maintenance
                  expenses. The estimated gross profit streams are periodically
                  reevaluated and the unamortized balance of PVFP will be
                  adjusted to the amount that would have existed had the actual
                  experience and revised estimates been known and applied from
                  the inception. The amortization and adjustments resulting from
                  unrealized appreciation and depreciation is not recognized
                  currently in income but as an offset to the accumulated other
                  comprehensive income of shareholder's equity. The amortization
                  period is the remaining life of the policies, which is
                  estimated to be 20 years from the date of original policy
                  issue.

                  Based on current assumptions, amortization of the original
                  in-force PVFP asset, expressed as a percentage of the original
                  in-force asset, is projected to be 4.9%, 7.2%, 7.8%, 7.7%, and
                  7.2% for the years ended December 31, 1999 through 2003,
                  respectively. Actual amortization incurred during these years
                  may be more or less as assumptions are modified to incorporate
                  actual results.

                  During 1996, the Company adjusted its original purchase
                  accounting to include a revised estimate of the ultimate
                  renewal (recapture) rate. This adjustment resulted in a
                  reallocation of the net purchased intangible asset between
                  PVFP, goodwill, future payable, and deferred taxes. This final
                  allocation and the resulting impact on inception to date
                  amortization was recorded, in its entirety, in 1996.

<TABLE>
<CAPTION>
                  The components of PVFP are shown below:

                                                             1998       1997        1996
                                                            --------  ----------  ---------
                                                                    (IN THOUSANDS)
<S>                                                       <C>           <C>          <C>
PVFP - beginning of period                                $    900      1,178          576
Net amortization                                               (54)       (13)          78
Adjustment due to revised push-down purchase
    accounting                                                  --         --          (91)
PVFP attributable to unrealized
    depreciation (appreciation)                                  8       (265)         615
                                                            --------  ----------  ---------

       PVFP - end of period                               $    854        900        1,178
                                                            ========  ==========  =========
</TABLE>

                  Goodwill

                  Under the push-down method of purchase accounting, the excess
                  of purchase price over the fair value of tangible and
                  intangible assets and liabilities acquired is established as
                  an asset and referred to as goodwill. The Company has elected
                  to amortize goodwill on the straight-line basis over a 20-year
                  period.

<TABLE>
<CAPTION>
                  The components of goodwill are shown below:

                                                                1998          1997          1996
                                                             ------------  ------------  ------------
                                                                         (IN THOUSANDS)
<S>                                                        <C>                 <C>           <C>
Goodwill - beginning of period                             $     1,923         2,034         2,306
Amortization                                                      (110)         (111)         (105)
Adjustment due to revised push-down purchase
    accounting                                                      --            --          (167)
                                                             ------------  ------------  ------------

         Future payable - end of period                    $     1,813         1,923         2,034
                                                             ============  ============  ============
</TABLE>

                  Future Payable

                  Pursuant to the financial reinsurance agreement, the
                  receivable from OakRe becomes due in installments when the
                  SPDA policies reach their next crediting rate reset date. For
                  any recaptured policies that continue in force with OakRe into
                  the next rate guarantee period, the Company will pay a
                  commission to OakRe of 1.75% up to 40% of policy account
                  values originally reinsured and 3.5% thereafter. On policies
                  that are recaptured and subsequently exchanged to a variable
                  annuity policy, the Company will pay a commission to OakRe of
                  0.50%.

                  The Company has recorded a future payable that represents the
                  present value of the anticipated future commission payments
                  payable to OakRe over the remaining life of the financial
                  reinsurance agreement discounted at an estimated borrowing
                  rate of 6.5%. This liability represents a contingent purchase
                  price payable for the policies transferred to OakRe on the
                  purchase date and has been pushed down to the Company through
                  the financial reinsurance agreement. The Company expects that
                  this payable will be substantially extinguished by the end of
                  the year 2000.

<TABLE>
<CAPTION>
                  The components of this future payable are shown below:

                                                                      1998        1997       1996
                                                                    ----------  ---------- ----------
                                                                             (IN THOUSANDS)
<S>                                                               <C>               <C>      <C>
Future payable - beginning of period                              $     565         683      1,265
Interest added                                                           29          41         39
Payments to OakRe                                                      (252)       (159)      (273)
Adjustment due to revised push-down purchase
    accounting                                                           --          --       (348)
                                                                    ----------  ---------- ----------
         Future payable - end of period                           $     342         565        683
                                                                    ==========  ========== ==========
</TABLE>

              DEFERRED TAX ASSETS AND LIABILITIES

              XFSI and GALIC agreed to file an election to treat the acquisition
              of the Company as an asset acquisition under the provisions of
              Internal Revenue Code Section 338(h)(10). As a result of that
              election, the tax basis of the Company's assets as of the date of
              acquisition was revalued based upon fair market values as of June
              1, 1995. The principal effect of the election was to establish a
              tax asset on the tax-basis balance sheet of approximately $2.9
              million for the value of the business acquired that is amortizable
              for tax purposes over ten to fifteen years.

              POLICYHOLDER DEPOSITS

              The Company recognizes its liability for policy amounts that are
              not subject to policyholder mortality nor longevity risk at the
              stated contract value, which is the sum of the original deposit
              and accumulated interest, less any withdrawals. The average
              weighted interest crediting rate on the Company's policyholder
              deposits as of December 31, 1998 was 6.05%.

              FUTURE POLICY BENEFITS

              Reserves are held for policy annuity benefits that subject the
              Company to risks to make payments contingent upon the continued
              survival of an individual or couple (longevity risk). These
              reserves are valued at the present value of estimated future
              benefits discounted for interest, expenses, and mortality. The
              assumed mortality is the 1983 Individual Annuity Mortality Tables
              discounted at 5.50% to 8.50%, depending upon year of issue.

              Current mortality benefits payable are recorded for reported
              claims and estimates of amounts incurred but not reported.

              PREMIUM REVENUE

              The Company recognizes premium revenue at the time of issue on
              annuity policies that subject it to longevity risks. Amounts
              collected on annuity policies not subject to longevity risk are
              recorded as increases in the policyholder deposits liability. For
              term and single premium variable life products, premiums are
              recognized as revenue when due.

              FEDERAL INCOME TAXES

              Beginning in 1997, the Company files a consolidated income tax
              return with its immediate parent, CFSLIC. Allocations of federal
              income taxes are based upon separate return calculations.

              Deferred tax assets and liabilities are recognized for the future
              tax consequences attributable to differences between the financial
              statement carrying amount of existing assets and liabilities and
              their respective tax bases and operating loss and tax credit
              carryforwards. Deferred tax assets and liabilities are measured
              using enacted tax rates expected to apply to taxable income in the
              years in which those temporary differences are expected to be
              recovered or settled. The effect on deferred tax assets and
              liabilities of a change in tax rates is recognized in income in
              the period that includes the enactment date.

              RISKS AND UNCERTAINTIES

              In preparing the financial statements, management is required to
              make estimates and assumptions that affect the reported amounts of
              assets and liabilities and disclosures of contingent assets and
              liabilities as of the date of the balance sheet and revenues and
              expenses for the period. Actual results could differ significantly
              from those estimates.

              The following elements of the financial statements are most
              affected by the use of estimates and assumptions:

                  -   Investment valuation
                  -   Amortization of deferred policy acquisition costs
                  -   Amortization of present value of future profits
                  -   Recoverability of goodwill

              The fair value of the Company's investments is subject to the risk
              that interest rates will change and cause a temporary increase or
              decrease in the liquidation value of debt securities. To the
              extent that fluctuations in interest rates cause the cash flows of
              assets and liabilities to change, the Company might have to
              liquidate assets prior to their maturity and recognize a gain or
              loss. Interest rate exposure for the investment portfolio is
              managed through asset/liability management techniques which
              attempt to control the risks presented by differences in the
              probable cash flows and reinvestment of assets with the timing of
              crediting rate changes in the Company's policies and contracts.
              Changes in the estimated prepayments of mortgage-backed securities
              also may cause retrospective changes in the amortization period of
              securities and the related recognition of income.

              The amortization of deferred acquisition costs is based on
              estimates of long-term future gross profits from existing
              policies. These gross profits are dependent upon policy retention
              and lapses, the spread between investment earnings and crediting
              rates, and the level of maintenance expenses. Changes in
              circumstances or estimates may cause retrospective adjustment to
              the periodic amortization expense and the carrying value of the
              deferred expense.

              In a similar manner, the amortization of PVFP is based on
              estimates of long-term future profits from existing and recaptured
              policies. These gross profits are dependent upon policy retention
              and lapses, the spread between investment earnings and crediting
              rates, and the level of maintenance expenses. Changes in
              circumstances or estimates may cause retrospective adjustment to
              the periodic amortization expense and the carrying value of the
              asset.

              The Company has considered the recoverability of goodwill and has
              concluded that no circumstances have occurred which would give
              rise to impairment of goodwill at December 31, 1998.

              FAIR VALUE OF FINANCIAL INSTRUMENTS

              SFAS No. 107, Disclosures About Fair Value of Financial
              Instruments, applies fair value disclosure practices with regard
              to financial instruments, both assets and liabilities, for which
              it is practical to estimate fair value. In cases where quoted
              market prices are not readily available, fair values are based on
              estimates that use present value or other valuation techniques.

              These techniques are significantly affected by the assumptions
              used, including the discount rate and estimates of future cash
              flows. Although fair value estimates are calculated using
              assumptions that management believes are appropriate, changes in
              assumptions could cause these estimates to vary materially. In
              that regard, the derived fair value estimates cannot be
              substantiated by comparison to independent markets and, in many
              cases, might not be realized in the immediate settlement of the
              instruments. SFAS No. 107 excludes certain financial instruments
              and all nonfinancial instruments from its disclosure requirements.
              Because of this, and further because a value of a business is also
              based upon its anticipated earning power, the aggregate fair value
              amounts presented do not represent the underlying value of the
              Company.

              The following methods and assumptions were used by the Company in
              estimating its fair value disclosures for financial instruments:

                  Cash and Cash Equivalents, Short-term Investments,
                      and Accrued Investment Income

                  The carrying value amounts reported in the balance sheets for
                  these instruments approximate their fair values. Short-term
                  debt securities are considered "available-for-sale" and are
                  carried at fair value.

                  Investments Securities and Mortgage Loans
                      (Including Mortgage-backed Securities)

                  Fair values of debt securities are based on quoted market
                  prices, where available. For debt securities not actively
                  traded, fair value estimates are obtained from independent
                  pricing services. In some cases, such as private placements,
                  certain mortgage-backed securities, and mortgage loans, fair
                  values are estimated by discounting expected future cash flows
                  using a current market rate applicable to the yield, credit
                  quality, and maturity of the investments (see note 3 for fair
                  value disclosures).

                  Policy Loans

                  Fair values of policy loans approximate carrying value as the
                  interest rates on the majority of policy loans are reset
                  periodically and therefore approximate current interest rates.

                  Investment Contracts

                  The Company's policy contracts require the beneficiaries to
                  commence receipt of payments by the later of age 85 or 10
                  years after purchase, and substantially all contracts permit
                  earlier surrenders, generally subject to fees and adjustments.
                  Fair values for the Company's liabilities for investment type
                  contracts (policyholder deposits) are estimated as the amount
                  payable on demand. As of December 31, 1998 and 1997, the cash
                  surrender value of policyholder deposits was $4,707,689 and
                  $7,204,647, respectively, less than their stated carrying
                  value. Of the contracts permitting surrender, substantially
                  all provide the option to surrender without fee or adjustment
                  during the 30 days following reset of guaranteed crediting
                  rates. The Company has not determined a practical method to
                  determine the present value of this option.

                  All of the Company's deposit obligations are fully guaranteed
                  by its ultimate parent, GALIC, and the receivable from OakRe
                  equal to the SPDA obligations is guaranteed by OakRe's parent,
                  XFSI.

                  REINSURANCE

              The impact of reinsurance on the December 31, 1998 financial
              statements is not considered material.

              The financing reinsurance agreement entered into with OakRe does
              not meet the conditions for reinsurance accounting under generally
              accepted accounting principles (GAAP). The net assets initially
              transferred to OakRe were established as a receivable and then are
              subsequently increased as interest is accrued on the underlying
              liabilities and decreased as funds are transferred back to the
              Company when policies reach their crediting rate reset date or
              benefits are claimed.

              RECENTLY ADOPTED ACCOUNTING STANDARDS

              On June 1997, the Financial Accounting Standards Board issued SFAS
              No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes
              standards for the reporting and display of comprehensive income
              and its components in the financial statements. SFAS No. 130 is
              effective for the fiscal year beginning after December 15, 1997.
              Reclassification of financial statements for earlier periods
              provided is required for comparative purposes. The Company has
              elected to adopt SFAS No. 130 in 1998. The adoption of SFAS No.
              130 has no impact on the Company's net income or shareholder's
              equity. The Company's only component of accumulated other
              comprehensive income relates to unrealized appreciation and
              depreciation on debt securities.

              RECENTLY ISSUED ACCOUNTING STANDARD

              SFAS No. 133, Accounting for Derivative Instruments and Hedging
              Activities, was issued in June 1998. SFAS No. 133 requires all
              derivative instruments to be recorded on the balance sheet at
              estimated fair value. The Company's present accounting policies
              would apply such accounting treatment only to marketable
              securities as defined under SFAS No. 115, Accounting for Certain
              Investments in Debt and Equity Securities, and to off-balance
              sheet derivative instruments. SFAS No. 133 will broaden the
              definition of derivative instruments to include all classes of
              financial assets and liabilities. It also will require separate
              disclosure of identifiable derivative instruments embedded in
              hybrid securities. Change in the fair value of derivative
              instruments is to be recorded each period either in current
              earnings or other comprehensive income, depending on whether a
              derivative is designed as part of a hedge transaction and, if it
              is, on the type of hedge transaction.

              SFAS No. 133 is effective for the Company beginning January 1,
              2000. The Company's management is currently evaluating the impact
              of SFAS No. 133; at present, the management does not believe it
              will have a material effect on the Company's financial position or
              results of operations.

                  OTHER

              Certain 1997 and 1996 amounts have been reclassified to conform to
              the 1998 presentation.

<TABLE>
<CAPTION>
  (3)   INVESTMENTS

        The Company's investments in debt securities and short-term investments
        are considered available-for-sale and carried at estimated fair value,
        with the aggregate unrealized appreciation or depreciation being
        recorded as a separate component of shareholder's equity. The amortized
        cost, estimated fair value, and carrying value of investments at
        December 31, 1998 and 1997, are as follows:

                                                                              1998
                                         -------------------------------------------------------------------------------
                                                              GROSS           GROSS         ESTIMATED
                                           AMORTIZED       UNREALIZED      UNREALIZED         FAIR          CARRYING
                                              COST            GAINS          LOSSES           VALUE           VALUE
                                         ---------------  --------------  --------------  --------------  --------------
                                                                         (IN THOUSANDS)
<S>                                    <C>                     <C>               <C>           <C>            <C>
        Debt securities:
           U.S. Government
             treasuries                $         100               1               --              101            101
           Collateralized
             mortgage obligations             15,260             161              (32)          15,389         15,389
           Corporate, state,
             municipalities, and
           political subdivisions             83,868           1,733             (433)          85,168         85,168
                                         ---------------  --------------  --------------  --------------  --------------

               Total debt
                 securities                   99,228           1,895             (465)         100,658        100,658

        Mortgage loans (net)                   5,245             204               --            5,449          5,245
        Policy loans                           1,223              --               --            1,223          1,223
                                         ---------------  --------------  --------------  --------------  --------------

               Total investments       $     105,696           2,099             (465)         107,330        107,126
                                         ===============  ==============  ==============  ==============  ==============

        Company's beneficial
           interest in separate
           accounts                    $           2             --                --                2              2
                                         ===============  ==============  ==============  ==============  ==============

</TABLE>
<TABLE>

                                                                              1997
                                         -------------------------------------------------------------------------------
                                                              GROSS           GROSS         ESTIMATED
                                           AMORTIZED       UNREALIZED      UNREALIZED         FAIR          CARRYING
                                              COST            GAINS          LOSSES           VALUE           VALUE
                                         ---------------  --------------  --------------  --------------  --------------
                                                                         (IN THOUSANDS)
<S>                                    <C>                     <C>             <C>             <C>            <C>
        Debt securities:
           U.S. Government
             treasuries                $         100               1               --              101            101
           Collateralized
             mortgage obligations             24,018             305              (64)          24,259         24,259
           Corporate, state,
             municipalities, and
             political subdivisions           72,766           1,500           (1,106)          73,160         73,160
                                         ---------------  --------------  --------------  --------------  --------------

               Total debt
                 securities                   96,884           1,806           (1,170)          97,520         97,520

        Mortgage loans (net)                   1,786             143               --            1,929          1,786
        Policy loans                           1,083              --               --            1,083          1,083
                                         ---------------  --------------  --------------  --------------  --------------

                                       $      99,753           1,949           (1,170)         100,532        100,389
                                         ===============  ==============  ==============  ==============  ==============

        Company's beneficial
           interest in separate
           accounts                    $          --              --               --               --             --
                                         ===============  ==============  ==============  ==============  ==============
</TABLE>

<TABLE>
<CAPTION>
        The amortized cost and estimated fair value of debt securities at
        December 31, 1998, by contractual maturity, are shown below. Expected
        maturities will differ from contractual maturities because borrowers may
        have the right to call or prepay obligations with or without call or
        prepayment penalties. Maturities of mortgage-backed securities will be
        substantially shorter than their contractual maturity because they
        require monthly principal installments and mortgagees may prepay
        principal.

                                                                        ESTIMATED
                                                       AMORTIZED           FAIR
                                                          COST            VALUE
                                                     ---------------  ---------------
                                                             (IN THOUSANDS)
<S>                                                <C>                      <C>
Less than one year                                 $         2,341            2,362
Due after one year through five years                       34,579           35,067
Due after five years through ten years                      32,584           33,321
Due after ten years                                         14,464           14,519
Mortgage-backed securities                                  15,260           15,389
                                                     ---------------  ---------------

         Total                                     $        99,228          100,658
                                                     ===============  ===============
</TABLE>


        At December 31, 1998, approximately 95.1% of the Company's debt
        securities are investment grade or are nonrated but considered to be of
        investment grade. Of the 4.9% noninvestment grade debt securities, 4.3%
        are rated as BB or its equivalent, and 0.6% are rated B or its
        equivalent.

        All debt securities  were income  producing  during the years ended
        December 31,  1998 and 1997. As of  December 31,  1998 and 1997, the
        Company had no impaired investments.

<TABLE>
<CAPTION>
        The components of investment income, realized gains (losses), and
        unrealized appreciation are as follows:

                                                               1998           1997          1996
                                                            ------------  -------------  ------------
                                                                         (IN THOUSANDS)
<S>                                                      <C>                  <C>             <C>
Income on debt securities                                $      6,928         6,575           3,926
Income on short-term investments                                  305           186             243
Income on policy loans                                             92            83              86
Interest on mortgage loans                                        308            32              --
Miscellaneous interest                                              2            --               8
                                                            ------------  -------------  ------------

Total investment income                                         7,635         6,876           4,263

Investment expenses                                              (119)         (115)            (87)
                                                            ------------  -------------  ------------

         Net investment income                           $      7,516         6,761           4,176
                                                            ============  =============  ============

Net realized capital gains (losses) -
    debt securities                                      $        178           158             (28)
                                                            ============  =============  ============

Unrealized appreciation
    is as follows:
       Debt securities                                   $      1,430           633               6
       Short-term investments                                      --             3              --
       Effects on deferred acquisition
         costs amortization                                      (726)         (213)            (69)
       Effects on PVFP amortization                              (192)         (200)             65
                                                            ------------  -------------  ------------


       Unrealized appreciation before income taxes                512           223               2

       Unrealized income tax expenses                            (179)          (78)             (1)
                                                            ------------  -------------  ------------

         Net unrealized appreciation on
           investments                                   $        333           145               1
                                                            ============  =============  ============
</TABLE>

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1998 were $50,660,583. Gross gains of $591,755 and
        gross losses of $413,588 were realized on those sales. Included in these
        amounts were $133,138 of gross gains and $106,165 of gross losses
        realized on the sale of noninvestment grade securities.

        Proceeds from sales, redemptions, and paydowns for investments in debt
        securities during 1997 were $25,379,783. Gross gains of $166,335 and
        gross losses of $8,658 were realized on those sales. Included in these
        amounts were $47,391 of gross gains and $7,300 of gross losses realized
        on the sale of noninvestment grade securities.

        Proceeds from sales, redemptions, and paydowns for investments in debt
        securities during 1996 were $10,635,608. Gross gains of $16,757 and
        gross losses of $44,311 were realized on those sales. Included in these
        amounts were $1,355 of gross gains realized on the sale of noninvestment
        grade securities.

<TABLE>
<CAPTION>
  (4)   SECURITY GREATER THAN 10% OF SHAREHOLDER'S EQUITY

        As of  December 31,  1998 and 1997, the Company held the following
        individual  security  which  exceeded 10% of  shareholder's equity:

                                                                                     1998             1997
                                                                                ---------------  ---------------
<S>                                                                           <C>                    <C>
Colonial Realty, at carrying value                                            $     1,997,287        2,017,400
                                                                                ===============  ===============
</TABLE>

<TABLE>
<CAPTION>
  (5)   COMPREHENSIVE INCOME

        The components of comprehensive income are as follows:

                                                                                    1998          1997         1996
                                                                                 ------------  ------------ ------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                  <C>          <C>
        Net income                                                             $     810            443          412
                                                                                 ------------  ------------ ------------
        Other comprehensive income (loss), before tax -
            unrealized appreciation (depreciation) on
               investments arising during period:
                 Unrealized appreciation (depreciation)
                     on investments                                                  616            472         (812)
                 Adjustment to deferred acquisition
                   costs attributable to unrealized
                   (appreciation) depreciation                                      (398)          (108)         (67)
                 Adjustment to PVFP attributable to
                   unrealized (appreciation) depreciation                              6           (198)         594
                                                                                 ------------  ------------ ------------

                       Total unrealized appreciation (depreciation) on
                          investments arising during period                          224            166         (285)
                                                                                 ------------  ------------ ------------

        Less reclassification adjustments for realized (gains) losses included
            in net income:
               Adjustment for (gains) losses included in
                 net realized gains (losses) on sales
                 of investments                                                     (178)          (158)          28
               Adjustment for (gains) losses included in
                 amortization of PVFP                                                115             36            2
               Adjustment for (gains) losses included in
                 amortization of deferred acquisition costs                           (2)            67          (21)
                                                                                 ------------  ------------ ------------

                       Total reclassification adjustments for (gains) losses
                          included in net income                                     (65)           (55)           9
                                                                                 ------------  ------------ ------------

        Other comprehensive income (loss), before related income tax
            expense (benefits)                                                       289            221         (294)

        Related income tax expense (benefit)                                         101             77         (103)
                                                                                 ------------  ------------ ------------

                       Other comprehensive income (loss), net of tax                 188            144         (191)
                                                                                 ------------  ------------ ------------

                       Comprehensive income                                    $     998            587          221
                                                                                 ============  ============ ============
</TABLE>

  (6)   POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

        The Company has no direct employees and no retired employees. All
        personnel used to support the operations of the Company are supplied by
        contract by Cova Life Management Company (CLMC), a wholly owned
        subsidiary of Cova Corporation. The Company is allocated a portion of
        certain health care and life insurance benefits for future retired
        employees of CLMC. In 1998, 1997, and 1996, the Company was allocated a
        portion of benefit costs including severance pay, accumulated vacations,
        and disability benefits. At December 31, 1998, CLMC had no retired
        employees nor any employees fully eligible for retirement, and had no
        disbursements for such benefit commitments. The expense arising from
        these allocations is not material.

<TABLE>
<CAPTION>
  (7)   INCOME TAXES

        The Company will file a consolidated federal income tax return with its
        immediate parent, CFSLIC. Income taxes are recorded in the statements of
        income and directly in certain shareholder's equity accounts. Income
        tax expense for the years ended December 31 was allocated as follows:

                                                                                   1998       1997       1996
                                                                                 ---------  ---------  ---------
                                                                                         (IN THOUSANDS)
<S>                                                                            <C>             <C>        <C>
Statements of income:
    Operating income (excluding realized investment gains and losses)          $    215        250        295
    Realized investment gains (losses)                                               62         55        (10)
                                                                                 ---------  ---------  ---------

         Income tax expense included in the statements of
           income                                                                   277        305        285

Shareholder's equity - change in deferred federal income taxes
    related to unrealized appreciation (depreciation) on securities                 101         77       (103)
                                                                                 ---------  ---------  ---------

         Total income tax expense                                              $    378        382        182
                                                                                 =========  =========  =========
</TABLE>

<TABLE>
<CAPTION>
        The actual federal income tax expense differed from the expected tax
        expense computed by applying the U.S. federal statutory rate to income
        before taxes on income as follows:

                                                        1998                  1997                 1996
                                                --------------------  --------------------  --------------------
                                                                        (IN THOUSANDS)
<S>                                           <C>           <C>      <C>          <C>      <C>          <C>
Computed expected tax expense                 $   380       35.0%    $  262       35.0%    $  244       35.0%
Dividends received deduction - separate
    account                                      (150)     (13.9)        --         --         --         --
Amortization of intangible assets                  39        3.6         39        5.2         37        5.3
Other                                               8        0.8          4        0.5          4        0.6
                                                --------  ----------  --------  ----------  --------  ---------

           Total                              $   277       25.5%    $  305       40.7%    $  285       40.9%
                                                ========  ==========  ========  ==========  ========  ==========
</TABLE>


<TABLE>
<CAPTION>
        The tax effect of temporary differences that give rise to significant
        portions of the deferred tax assets and deferred tax liabilities at
        December 31, 1998 and 1997 are as follows:

                                                                 1998         1997
                                                              ------------ ------------
                                                                   (IN THOUSANDS)
<S>                                                         <C>                 <C>
Deferred tax assets:
    Tax basis of intangible assets purchased                $       624           679
    Liability for commission on recaptures                          120           198
    Policy reserves                                               2,477         1,898
    DAC "Proxy Tax"                                               1,252           977
    Other deferred tax assets                                      (359)           --
                                                              ------------ ------------

           Total deferred tax assets                              4,114         3,752
                                                              ------------ ------------

Deferred tax liabilities:
    Unrealized gains in investments                                 179            78
    PVFP                                                            150           144
    Deferred acquisition costs                                    3,200         2,371
    Other deferred tax liabilities                                   --           117
                                                              ------------ ------------

           Total deferred tax liabilities                         3,529         2,710
                                                              ------------ ------------

           Net deferred tax asset                           $       585         1,042
                                                              ============ ============
</TABLE>

        A valuation allowance is provided when it is more likely than not that
        some portion of the deferred tax assets will not be realized. Management
        believes the deferred tax assets will be fully realized in the future
        based upon consideration of the reversal of existing temporary
        differences, anticipated future earnings, and all other available
        evidence. Accordingly, no valuation allowance was established at
        December 31, 1998 or 1997.

  (8)   RELATED-PARTY TRANSACTIONS

        On December 31, 1997, CLMC and Navisys Incorporated, affiliated
        companies, purchased certain assets of Johnson & Higgins/Kirke Van
        Orsdel, Inc. (J&H/KVI), an unaffiliated Delaware corporation, for
        $2,500,000. The purchased assets are the administrative and service
        systems that provide the marketing, underwriting, claims, and
        administrative functions for the Company's life and annuity products. On
        January 1, 1998, the purchased assets of J&H/KVI were merged into Cova
        Life Administrative Service Company (CLASC). Navisys Incorporated
        purchased 51% of CLASC, the remaining 49% was purchased by CLMC.

         The Company has entered into management, operations, and servicing
         agreements with its affiliated companies. The affiliated companies are
         CLMC, a Delaware Corporation, which provides management services and
         the employees necessary to conduct the activities of the Company; and
         Conning Asset Management, which provides investment advice.
         Additionally, a portion of overhead and other corporate expenses are
         allocated by the Company's ultimate parent, GALIC. CLASC provides
         various services for the Company including underwriting, claims, and
         administrative functions. Expenses and fees paid to affiliated
         companies in 1998, 1997, and 1996 for the Company were $1,587,833,
         $396,806, and $303,694 respectively.

  (9)   STATUTORY SURPLUS AND DIVIDEND RESTRICTION

        GAAP differs in certain respects from accounting practices prescribed or
        permitted by insurance regulatory authorities (statutory accounting
        principles).

        The major differences arise principally from the immediate expense
        recognition of policy acquisition costs and intangible assets for
        statutory reporting, determination of policy reserves based on different
        discount rates and methods, the recognition of deferred taxes under GAAP
        reporting, the nonrecognition of financial reinsurance for GAAP
        reporting, and the establishment of an asset valuation reserve as a
        contingent liability based on the credit quality of the Company's
        investment securities and an interest maintenance reserve as an unearned
        liability to defer the realized gains and losses of fixed income
        investments presumably resulting from changes to interest rates and
        amortize them into income over the remaining life of the investment sold
        under statutory accounting principles. In addition, adjustments to
        record the carrying values of debt securities and certain equity
        securities at estimated fair value are applied only under GAAP reporting
        and capital contributions in the form of notes receivable from an
        affiliated company are not recognized under GAAP reporting.

        Purchase accounting creates another difference as it requires the
        restatement of GAAP assets and liabilities to their established fair
        values, and shareholder's equity to the net purchase price. Statutory
        accounting does not recognize the purchase method of accounting.

<TABLE>
<CAPTION>
        As of December 31, the differences between statutory capital and surplus
        and shareholder's equity determined in conformity with GAAP were as
        follows:

                                                            1998         1997
                                                         ------------ ------------
                                                              (IN THOUSANDS)
<S>                                                    <C>                <C>
Statutory capital and surplus                          $    10,411        10,389
Reconciling items:
    Statutory asset valuation reserve                        1,078         1,151
    Statutory interest maintenance reserve                     190           111
    GAAP investment adjustments to fair value                1,430           636
    GAAP deferred policy acquisition costs                   9,142         6,774
    GAAP basis policy reserves                              (4,670)       (3,871)
    GAAP deferred federal income taxes (net)                   585         1,042
    GAAP guarantee assessment adjustment                    (1,000)       (1,000)
    GAAP goodwill                                            1,813         1,923
    GAAP present value of future profits                       854           900
    GAAP future purchase price payable                        (342)         (565)
    Other                                                       (2)            1
                                                         ------------ ------------

           GAAP shareholder's equity                   $    19,489        17,491
                                                         ============ ============
</TABLE>

                      COVA FINANCIAL LIFE INSURANCE COMPANY
                       (a wholly owned subsidiary of Cova
                   Financial Services Life Insurance Company)

                          Notes to Financial Statements

                        December 31, 1998, 1997, and 1996

        Statutory net loss for the years ended December 31, 1998, 1997, and 1996
        was $142,046, $461,118, and $113,236, respectively.

        The maximum amount of dividends which can be paid by State of California
        insurance companies to shareholders without prior approval of the
        insurance commissioner is the greater of 10% of statutory surplus or
        statutory net gain from operations for the preceding year. The maximum
        dividend permissible during 1998 will be $761,109, which is 10% of the
        Company's December 31, 1998 statutory surplus of $7,611,089.

        The National Association of Insurance Commissioners has developed
        certain risk based capital (RBC) requirements for life insurers. If
        prescribed levels of RBC are not maintained, certain actions may be
        required on the part of the Company or its regulators. At December 31,
        1998, the Company's Total Adjusted Capital and Authorized Control Level
        RBC were $11,488,766 and $1,619,495, respectively. This level of
        adjusted capital qualifies under all tests.

(10)    GUARANTY FUND ASSESSMENTS

        The Company participates with life insurance companies licensed in
        California in an association formed to guaranty benefits to
        policyholders of insolvent life insurance companies. Under state law, as
        a condition for maintaining the Company's authority to issue new
        business, the Company is contingently liable for its share of claims
        covered by the guaranty association for insolvencies incurred through
        1998, but for which assessments have not yet been determined or
        assessed, to a maximum generally of 1% of statutory premiums per annum.

        In November 1998, the National Organization of Life and Health Guaranty
        Associations distributed a study of the major outstanding industry
        insolvencies, with estimates of future assessments by state. Based on
        this study, the Company has accrued a liability for $1.0 million in
        future assessments on insolvencies that occurred before December 31,
        1998. Under the coinsurance agreement between the Company and OakRe (see
        note 1), OakRe is required to reimburse the Company for any future
        assessments that it pays which relate to insolvencies occurring prior to
        June 1, 1995. The Company paid $33,505, $460,167, and $265,760 in
        guaranty fund assessment in 1998, 1997, and 1996, respectively. These
        payments were substantially reimbursed by OakRe.

        At the same time, the Company is liable to OakRe for 80% of any future
        premium tax recoveries that are realized from any such assessments and
        may retain the remaining 20%. The credits to be retained for 1998 were
        not material.




APPENDIX --
ILLUSTRATION OF POLICY VALUES



In  order  to show  you how the  Policy  works,  we  created  some  hypothetical
examples.  We chose two males  ages 50 and 60.  Our  hypothetical  insureds  are
non-smokers  and in good  health  which  means the Policy  would be issued  with
preferred  rates.  For each of the two examples,  we have  illustrated all three
available  Death  Benefit  Options:  Option A, Option B and Option C. We assumed
ongoing annual  premiums paid of $6,000 for the  50-year-old  example and $9,000
for the 60-year-old example.

All of the illustrations that follow are based on the above. We also assumed the
underlying  investment  portfolio  had gross rates of return of 0%, 6% and 12 %.
This means that the underlying  investment  portfolio  would earn these rates of
return before the deduction of the Mortality and Expense Risk Charge (equivalent
to .55% for Policy Years 1-10, .45% for Policy Years 11-20 and .35%  thereafter)
and advisory fee and operating  expenses  (equal to  approximately  .92%).  When
these costs are taken into account,  the net annual investment return rates (net
of an average of 1.47% for these  charges) are  approximately  -1.47,  4.53% and
10.53%. The Policy will lapse if you do not make additional premiums where 0% is
used in the illustrations.

It is  important  to be aware  that these  illustrations  assume a level rate of
return for all years.  If the actual  rate of return  moves up and down over the
years  instead  of  remaining  level,  this  may  make a big  difference  in the
long-term  investment  results of your Policy. In order to properly show you how
the Policy  actually works, we calculated  values for the  Accumulation  Account
Value, Cash Surrender Value and Death Benefit.

We used the charges we  described  in the  Expenses  Section of the  prospectus.
These charges are:

(1)  A Federal  Tax  Charge of 1.3% and a  Premium  Tax  Charge of 2.35% of each
     premium paid;

(2)  A first year Sales  Charge of 15% of  premium up to Target  Premium,  5% of
     premium above Target Premium.  (The Sales Charge decreases to 5% of premium
     paid in Policy  Years  2-10 and 2% of premium  paid in Policy  Years 11 and
     thereafter);

(3)  A Monthly Policy Charge of $25 for the first Policy Year,  decreasing to $6
     per month thereafter;

(4)  During the first ten years, a monthly  Selection and Issue Expense  Charge,
     generally ranging from four cents to one dollar per $1,000 of Face Amount;

(5)  The Monthly Cost of Insurance Charge, based on both the current charges and
     the guaranteed charges;

(6)  Any  Surrender  Charge  which may be  applicable  in  determining  the Cash
     Surrender Values.

There is also a column labeled  "Premiums  Accumulated at 5% Interest Per Year."
This shows how the annual premiums paid would grow if invested at 5% per year.

We will furnish  you,  upon  request,  a  comparable  personalized  illustration
reflecting  the  proposed  insured's  age,  risk  classification,  Face  Amount,
premiums paid and  reflecting  both the current cost of insurance and guaranteed
cost of insurance.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            3,885              2,164        250,000          2,997           1,275         250,000
      2             12,915            8,206              6,485        250,000          6,464           4,742         250,000
      3             19,861           12,381             10,660        250,000          9,777           8,056         250,000
      4             27,154           16,421             14,700        250,000         12,928          11,207         250,000
      5             34,811           20,335             18,614        250,000         15,900          14,179         250,000

      6             42,852           24,139             22,609        250,000         18,684          17,154         250,000
      7             51,295           27,834             26,687        250,000         21,265          20,118         250,000
      8             60,159           31,430             30,665        250,000         23,639          22,874         250,000
      9             69,467           34,918             34,536        250,000         25,795          25,412         250,000
     10             79,241           38,294             38,294        250,000         27,711          27,711         250,000

     15            135,945           56,952             56,952        250,000         36,571          36,571         250,000
     20            208,316           70,419             70,419        250,000         34,519          34,519         250,000
     25            300,681           78,088             78,088        250,000         12,845          12,845         250,000
     30            418,565           76,508             76,508        250,000              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,154              2,433        250,000          3,237           1,516         250,000
      2             12,915            9,017              7,296        250,000          7,165           5,443         250,000
      3             19,861           14,016             12,295        250,000         11,168           9,447         250,000
      4             27,154           19,170             17,448        250,000         15,241          13,519         250,000
      5             34,811           24,491             22,770        250,000         19,370          17,649         250,000

      6             42,852           30,006             28,476        250,000         23,549          22,019         250,000
      7             51,295           35,724             34,576        250,000         27,767          26,620         250,000
      8             60,159           41,665             40,900        250,000         32,024          31,259         250,000
      9             69,467           47,831             47,449        250,000         36,312          35,930         250,000
     10             79,241           54,230             54,230        250,000         40,618          40,618         250,000

     15            135,945           94,450             94,450        250,000         66,290          66,290         250,000
     20            208,316          142,807            142,807        250,000         90,980          90,980         250,000
     25            300,681          204,835            204,835        250,000        112,105         112,105         250,000
     30            418,565          287,351            287,351        301,718        122,170         122,170         250,000
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,424              2,703        250,000          3,479           1,757         250,000
      2             12,915            9,861              8,140        250,000          7,897           6,176         250,000
      3             19,861           15,787             14,066        250,000         12,679          10,958         250,000
      4             27,154           22,265             20,544        250,000         17,856          16,135         250,000
      5             34,811           29,364             27,642        250,000         23,458          21,737         250,000

      6             42,852           37,168             35,638        250,000         29,524          27,994         250,000
      7             51,295           45,758             44,610        250,000         36,098          34,950         250,000
      8             60,159           55,229             54,464        250,000         43,238          42,473         250,000
      9             69,467           65,673             65,290        250,000         51,009          50,627         250,000
     10             79,241           77,196             77,196        250,000         59,475          59,475         250,000

     15            135,945          161,199            161,199        250,000        120,940         120,940         250,000
     20            208,316          301,873            301,873        350,172        225,431         225,431         261,499
     25            300,681          535,978            535,978        573,496        404,654         404,654         432,980
     30            418,565          924,088            924,088        970,292        699,609         699,609         734,590
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            3,880              2,159        253,880          2,977           1,256         252,977
      2             12,915            8,186              6,465        258,186          6,404           4,683         256,404
      3             19,861           12,333             10,612        262,333          9,655           7,934         259,655
      4             27,154           16,332             14,611        266,332         12,718          10,997         262,718
      5             34,811           20,188             18,466        270,188         15,572          13,851         265,572

      6             42,852           23,917             22,387        273,917         18,204          16,674         268,204
      7             51,295           27,518             26,371        277,518         20,598          19,450         270,598
      8             60,159           31,001             30,236        281,001         22,744          21,979         272,744
      9             69,467           34,353             33,971        284,353         24,628          24,245         274,628
     10             79,241           37,567             37,567        287,567         26,225          26,225         276,225

     15            135,945           54,815             54,815        304,815         32,443          32,443         282,443
     20            208,316           64,859             64,859        314,859         25,668          25,668         275,668
     25            300,681           66,070             66,070        316,070              0               0               0
     30            418,565           53,784             53,784        303,784              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,148              2,427        254,148          3,216           1,495         253,216
      2             12,915            8,994              7,273        258,994          7,099           5,378         257,099
      3             19,861           13,962             12,240        263,962         11,027           9,306         261,027
      4             27,154           19,063             17,342        269,063         14,989          13,267         264,989
      5             34,811           24,309             22,588        274,309         18,961          17,240         268,961

      6             42,852           29,720             28,190        279,720         22,927          21,397         272,927
      7             51,295           35,301             34,154        285,301         26,867          25,719         276,867
      8             60,159           41,068             40,303        291,068         30,765          30,000         280,765
      9             69,467           47,013             46,630        297,013         34,602          34,220         284,602
     10             79,241           53,136             53,136        303,136         38,346          38,346         288,346

     15            135,945           90,562             90,562        340,562         58,490          58,490         308,490
     20            208,316          130,563            130,563        380,563         69,268          69,268         319,268
     25            300,681          171,757            171,757        421,757         59,254          59,254         309,254
     30            418,565          208,218            208,218        458,218          6,690           6,690         256,690
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,418              2,696        254,418          3,456           1,735         253,456
      2             12,915            9,836              8,115        259,836          7,824           6,103         257,824
      3             19,861           15,725             14,003        265,725         12,518          10,797         262,518
      4             27,154           22,139             20,418        272,139         17,557          15,836         267,557
      5             34,811           29,140             27,418        279,140         22,952          21,231         272,952

      6             42,852           36,804             35,274        286,804         28,724          27,194         278,724
      7             51,295           45,196             44,049        295,196         34,891          33,743         284,891
      8             60,159           54,403             53,638        304,403         41,480          40,715         291,480
      9             69,467           64,495             64,113        314,495         48,519          48,137         298,519
     10             79,241           75,555             75,555        325,555         56,024          56,024         306,024

     15            135,945          154,063            154,063        404,063        106,187         106,187         356,187
     20            208,316          276,246            276,246        526,246        172,671         172,671         422,671
     25            300,681          469,604            469,604        719,604        256,682         256,682         506,682
     30            418,565          773,767            773,767      1,023,767        350,541         350,541         600,541
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            3,885              2,164        250,000          2,997           1,275         250,000
      2             12,915            8,206              6,485        250,000          6,464           4,742         250,000
      3             19,861           12,381             10,660        250,000          9,777           8,056         250,000
      4             27,154           16,421             14,700        250,000         12,928          11,207         250,000
      5             34,811           20,335             18,614        250,000         15,900          14,179         250,000

      6             42,852           24,139             22,609        250,000         18,684          17,154         250,000
      7             51,295           27,834             26,687        250,000         21,265          20,118         250,000
      8             60,159           31,430             30,665        250,000         23,639          22,874         250,000
      9             69,467           34,918             34,536        250,000         25,795          25,412         250,000
     10             79,241           38,294             38,294        250,000         27,711          27,711         250,000

     15            135,945           56,952             56,952        250,000         36,571          36,571         250,000
     20            208,316           70,419             70,419        250,000         34,519          34,519         250,000
     25            300,681           78,088             78,088        250,000         12,845          12,845         250,000
     30            418,565           76,508             76,508        250,000              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,154              2,433        250,000          3,237           1,516         250,000
      2             12,915            9,017              7,296        250,000          7,165           5,443         250,000
      3             19,861           14,016             12,295        250,000         11,168           9,447         250,000
      4             27,154           19,170             17,448        250,000         15,241          13,519         250,000
      5             34,811           24,491             22,770        250,000         19,370          17,649         250,000

      6             42,852           30,006             28,476        250,000         23,549          22,019         250,000
      7             51,295           35,724             34,576        250,000         27,767          26,620         250,000
      8             60,159           41,665             40,900        250,000         32,024          31,259         250,000
      9             69,467           47,831             47,449        250,000         36,312          35,930         250,000
     10             79,241           54,230             54,230        250,000         40,618          40,618         250,000

     15            135,945           94,450             94,450        250,000         66,290          66,290         250,000
     20            208,316          142,807            142,807        250,000         90,980          90,980         250,000
     25            300,681          203,547            203,547        287,418        112,105         112,105         250,000
     30            418,565          275,443            275,443        357,897        122,170         122,170         250,000
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,424              2,703        250,000          3,479           1,757         250,000
      2             12,915            9,861              8,140        250,000          7,897           6,176         250,000
      3             19,861           15,787             14,066        250,000         12,679          10,958         250,000
      4             27,154           22,265             20,544        250,000         17,856          16,135         250,000
      5             34,811           29,364             27,642        250,000         23,458          21,737         250,000

      6             42,852           37,168             35,638        250,000         29,524          27,994         250,000
      7             51,295           45,758             44,610        250,000         36,098          34,950         250,000
      8             60,159           55,229             54,464        250,000         43,238          42,473         250,000
      9             69,467           65,673             65,290        250,000         51,009          50,627         250,000
     10             79,241           77,196             77,196        250,000         59,475          59,475         250,000

     15            135,945          161,052            161,052        284,165        120,940         120,940         250,000
     20            208,316          295,284            295,284        462,335        220,002         220,002         344,463
     25            300,681          508,910            508,910        718,607        367,192         367,192         518,493
     30            418,565          843,945            843,945      1,096,580        576,844         576,844         749,523
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            5,731              2,840        250,000          3,169             278         250,000
      2             19,373           12,052              9,160        250,000          6,889           3,998         250,000
      3             29,791           18,031             15,140        250,000         10,257           7,365         250,000
      4             40,731           23,780             20,889        250,000         13,233          10,341         250,000
      5             52,217           29,266             26,375        250,000         15,775          12,884         250,000

      6             64,278           34,634             32,064        250,000         17,848          15,278         250,000
      7             76,942           39,814             37,886        250,000         19,418          17,491         250,000
      8             90,239           44,790             43,505        250,000         20,448          19,163         250,000
      9            104,201           49,573             48,931        250,000         20,895          20,252         250,000
     10            118,861           54,100             54,100        250,000         20,669          20,699         250,000

     15            203,917           78,911             78,911        250,000         12,286          12,286         250,000
     20            312,473           91,868             91,868        250,000              0               0               0
     25            451,021           92,744             92,744        250,000              0               0               0
     30            627,847           71,204             71,204        250,000              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,130              3,238        250,000          3,486             595         250,000
      2             19,373           13,252             10,361        250,000          7,771           4,880         250,000
      3             29,791           20,447             17,556        250,000         11,955           9,064         250,000
      4             40,731           27,828             24,937        250,000         15,993          13,102         250,000
      5             52,217           35,373             32,482        250,000         19,840          16,949         250,000

      6             64,278           43,238             40,668        250,000         23,451          20,881         250,000
      7             76,942           51,369             49,441        250,000         26,791          24,863         250,000
      8             90,239           59,770             58,485        250,000         29,812          28,527         250,000
      9            104,201           68,470             67,828        250,000         32,469          31,826         250,000
     10            118,861           77,434             77,434        250,000         34,694          34,694         250,000

     15            203,917          134,630            134,630        250,000         42,620          42,620         250,000
     20            312,473          204,938            204,938        250,000         17,285          17,285         250,000
     25            451,021          302,279            302,279        317,393              0               0               0
     30            627,847          422,013            422,013        443,113              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,529              3,638        250,000          3,806             914         250,000
      2             19,373           14,503             11,612        250,000          8,697           5,806         250,000
      3             29,791           23,064             20,172        250,000         13,813          10,921         250,000
      4             40,731           32,392             29,500        250,000         19,144          16,252         250,000
      5             52,217           42,544             39,653        250,000         24,684          21,793         250,000

      6             64,278           53,763             51,193        250,000         30,437          27,867         250,000
      7             76,942           66,104             64,176        250,000         36,419          34,492         250,000
      8             90,239           79,690             78,405        250,000         42,648          41,363         250,000
      9            104,201           94,688             94,046        250,000         49,151          48,508         250,000
     10            118,861          111,229            111,229        250,000         55,953          55,953         250,000

     15            203,917          234,985            234,985        251,433        104,356         104,356         250,000
     20            312,473          443,983            443,983        466,183        181,434         181,434         250,000
     25            451,021          788,010            788,010        827,410        341,765         341,765         358,854
     30            627,847        1,345,576          1,345,576      1,412,855        600,469         600,469         630,492
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            5,717              2,826        255,717          3,101             210         253,101
      2             19,373           12,001              9,110        262,001          6,694           3,803         256,694
      3             29,791           17,904             15,013        267,904          9,869           6,978         259,869
      4             40,731           23,535             20,644        273,535         12,579           9,688         262,579
      5             52,217           28,850             25,959        278,850         14,777          11,886         264,777

      6             64,278           34,006             31,436        284,006         16,422          13,852         266,422
      7             76,942           38,916             36,989        288,916         17,481          15,554         267,481
      8             90,239           43,556             42,271        293,556         17,917          16,632         267,917
      9            104,201           47,931             47,288        297,931         17,694          17,051         267,694
     10            118,861           51,951             51,951        301,951         16,762          16,762         266,762

     15            203,917           71,970             71,970        321,970          3,804           3,804         253,804
     20            312,473           72,563             72,563        322,563              0               0               0
     25            451,021           52,537             52,537        302,537              0               0               0
     30            627,847            2,467              2,467        252,467              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,115              3,224        256,115          3,413             522         253,413
      2             19,373           13,197             10,305        263,197          7,554           4,663         257,554
      3             29,791           20,301             17,410        270,301         11,506           8,614         261,506
      4             40,731           27,536             24,645        277,536         15,204          12,313         265,204
      5             52,217           34,858             31,967        284,858         18,583          15,692         268,583

      6             64,278           42,429             39,859        292,429         21,577          19,007         271,557
      7             76,942           50,167             48,239        300,167         24,127          22,199         274,127
      8             90,239           58,051             56,766        308,051         26,164          24,879         276,164
      9            104,201           66,089             65,446        316,089         27,620          26,978         277,620
     10            118,861           74,191             74,191        324,191         28,407          28,407         278,407

     15            203,917          121,924            121,924        371,924         23,882          23,882         273,882
     20            312,473          160,932            160,932        410,932              0               0               0
     25            451,021          186,692            186,692        436,692              0               0               0
     30            627,847          183,085            183,085        433,085              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,514              3,623        256,514          3,728             837         253,728
      2             19,373           14,442             11,550        264,442          8,457           5,566         258,457
      3             29,791           22,898             20,007        272,898         13,296          10,404         263,296
      4             40,731           32,047             29,156        282,047         18,198          15,307         268,198
      5             52,217           41,912             39,020        291,912         23,115          20,224         273,115

      6             64,278           52,729             50,159        302,729         27,994          25,424         277,994
      7             76,942           64,505             62,577        314,505         32,700          30,863         282,790
      8             90,239           77,310             76,025        327,310         37,444          36,159         287,444
      9            104,201           91,253             90,611        341,253         41,893          41,250         291,893
     10            118,861          106,357            106,357        356,357         46,052          46,052         296,052

     15            203,917          211,553            211,553        461,553         64,934          64,934         314,934
     20            312,473          361,900            361,900        611,900         50,322          50,322         300,322
     25            451,021          586,015            586,015        836,015              0               0               0
     30            627,847          917,612            917,612      1,167,612              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            5,731              2,840        250,000          3,169             278         250,000
      2             19,373           12,052              9,160        250,000          6,889           3,998         250,000
      3             29,791           18,031             15,140        250,000         10,257           7,365         250,000
      4             40,731           23,780             20,889        250,000         13,233          10,341         250,000
      5             52,217           29,266             26,375        250,000         15,775          12,884         250,000

      6             64,278           34,634             32,064        250,000         17,848          15,278         250,000
      7             76,942           39,814             37,886        250,000         19,418          17,491         250,000
      8             90,239           44,790             43,505        250,000         20,448          19,163         250,000
      9            104,201           49,573             48,931        250,000         20,895          20,252         250,000
     10            118,861           54,100             54,100        250,000         20,699          20,699         250,000

     15            203,917           78,911             78,911        250,000         12,286          12,286         250,000
     20            312,473           91,868             91,868        250,000              0               0               0
     25            451,021           92,744             92,744        250,000              0               0               0
     30            627,847           71,204             71,204        250,000              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,130              3,238        250,000          3,486             595         250,000
      2             19,373           13,252             10,361        250,000          7,771           4,880         250,000
      3             29,791           20,447             17,556        250,000         11,955           9,064         250,000
      4             40,731           27,828             24,937        250,000         15,993          13,102         250,000
      5             52,217           35,373             32,482        250,000         19,840          16,949         250,000

      6             64,278           43,238             40,668        250,000         23,451          20,881         250,000
      7             76,942           51,369             49,441        250,000         26,791          24,863         250,000
      8             90,239           59,770             58,485        250,000         29,812          28,527         250,000
      9            104,201           68,470             67,828        250,000         32,469          31,826         250,000
     10            118,861           77,434             77,434        250,000         34,694          34,694         250,000

     15            203,917          134,630            134,630        250,000         42,620          42,620         250,000
     20            312,473          204,517            204,517        265,740         17,285          17,285         250,000
     25            451,021          290,343            290,343        352,808              0               0               0
     30            627,847          389,926            389,926        450,637              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                       COVA FINANCIAL LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,529              3,638        250,000          3,806             914         250,000
      2             19,373           14,503             11,612        250,000          8,697           5,806         250,000
      3             29,791           23,064             20,172        250,000         13,813          10,921         250,000
      4             40,731           32,392             29,500        250,000         19,144          16,252         250,000
      5             52,217           42,544             39,653        250,000         24,684          21,793         250,000

      6             64,278           53,763             51,193        250,000         30,437          27,867         250,000
      7             76,942           66,104             64,176        250,000         36,419          34,492         250,000
      8             90,239           79,690             78,405        250,000         42,648          41,363         250,000
      9            104,201           94,688             94,046        250,000         49,151          48,508         250,000
     10            118,861          111,229            111,229        250,000         55,953          55,953         250,000

     15            203,917          233,231            233,231        329,334        104,356         104,356         250,000
     20            312,473          423,884            423,884        550,773        181,434         181,434         250,000
     25            451,021          722,628            722,628        878,094        315,597         315,597         383,494
     30            627,847        1,184,450          1,184,450      1,368,869        501,805         501,805         579,936
<FN>
* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.
</FN>
</TABLE>

The hypothetical investment results shown above and elsewhere in this prospectus
are illustrative  only and do not represent past or future  investment  results.
The death benefit,  Accumulation  Account Value and Cash  Surrender  Value for a
Policy may be more or less than those shown  depending  upon  actual  investment
results. No representation can be made that this hypothetical rate of return can
be achieved for any one year or sustained over any period of time.

                                  [back cover]

                                      COVA
                      Cova Financial Life Insurance Company




                         Marketing and Executive Office
                           One Tower Lane, Suite 3000
                        Oakbrook Terrace, IL 60181-4644
                                  800-523-1661




                                  Service Office
                                  P.O. Box 66757
                              St. Louis, MO 63166-6757
                                  877-357-4419









CC-4278 (11/99)          Policy Form Series CCP00104      21-CVUL-CASL (11/99)



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