COVA VARIABLE LIFE ACCOUNT FIVE
497, 2000-09-29
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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  43
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:

     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 (Class A)
         Real Estate Investment Portfolio (Class A)

Cova Series Trust:

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

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

Franklin Templeton Variable Insurance
Products Trust*, Class 1 Shares:
     Advisor: Franklin Advisers, Inc.
         Franklin Small Cap Fund (the surviving fund of the
            merger with Franklin Small Cap Investments Fund)

     Advisor: Franklin Mutual Advisers, LLC
         Mutual Shares Securities Fund (the surviving fund of the
            merger with Mutual Shares Investments Fund)

     Advisor: Templeton Asset Management Ltd.
         Templeton Developing Markets Securities Fund
            (formerly, Templeton Developing Markets Fund)

     Advisor: Templeton Investment Counsel, Inc.
         Templeton International Securities Fund
            (formerly, Templeton International Fund)

*Effective  May 1, 2000, the portfolios of Templeton  Variable  Products  Series
Fund  were  merged  into  similar  portfolios  of  Franklin  Templeton  Variable
Insurance Products Trust.



<PAGE>


General American Capital Company:

     Advisor: Conning Asset Management Company
         Money Market Fund

Goldman Sachs Variable Insurance Trust ("VIT"):

     Advisor: Goldman Sachs Asset Management, a unit of the
     Investment Management Division of Goldman, Sachs & Co.
         Goldman Sachs VIT Growth and Income Fund
         Goldman Sachs VIT Internet Tollkeeper Fund
            (available as of July 3, 2000)

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

Kemper Variable Series:

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

Liberty Variable Investment Trust:

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

MFS(R) Variable Insurance TrustSM:

     Advisor: Massachusetts Financial Services Company
         MFS Emerging Growth Series
         MFS Global Governments Series
         MFS Growth With Income Series
         MFS High Income Series
         MFS Research Series


Oppenheimer Variable Account Funds:

     Advisor: OppenheimerFunds, Inc.
         Oppenheimer Bond Fund/VA
         Oppenheimer Capital Appreciation Fund/VA
         Oppenheimer High Income 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

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: May 1, 2000



<PAGE>


TABLE OF CONTENTS                                         Page

 SPECIAL TERMS                                               4

 SUMMARY                                                     5
     The Variable Life Insurance Policy                      5
     Purchases                                               5
     Investment Choices                                      5
     Expenses                                                5
     Death Benefit                                          10
     Taxes                                                  10
     Access to Your Money                                   10
     Other Information                                      10
     Inquiries                                              11

PART I                                                      12

  1. THE VARIABLE LIFE INSURANCE POLICY                     12

  2. PURCHASES                                              12
     Application for a Policy                               12
     Premiums                                               12
     Unscheduled Premiums                                   12
     Lapse and Grace Period                                 12
     Reinstatement                                          13
     Allocation of Premium                                  13
     Accumulation Account Value of Your Policy              13
     Method of Determining Accumulation Account Value
        of an Investment Fund                               13
     Net Investment Factor                                  14
     Our Right to Reject or Return a Premium Payment        14

  3. INVESTMENT FUNDS                                       14
     Substitution and Limitations on Further Investments    16
     Transfers                                              16
     Dollar Cost Averaging                                  16
     Portfolio Rebalancing                                  16
     Approved Asset Allocation Programs                     17

  4. EXPENSES                                               17
     Tax Charges                                            17
     Sales Charge                                           17
     Selection and Issue Expense Charge                     17
     Monthly Policy Charge                                  17
     Monthly Cost of Insurance Charge                       18
     Charges for Additional Benefit Riders                  18
     Mortality and Expense Risk Charge                      18
     Surrender Charge                                       18
     Transaction Charges                                    19
     Investment Fund Expenses                               19


  5. DEATH BENEFIT                                          19
     Change of Death Benefit                                20
     Change in Face Amount                                  20

  6. TAXES                                                  20
     Life Insurance in General                              21
     Taking Money Out of Your Policy                        21
     Diversification                                        21

  7. ACCESS TO YOUR MONEY                                   21
     Policy Loans                                           21
     Loan Interest Charged                                  22
     Security                                               22
     Repaying Policy Debt                                   22
     Partial Withdrawals                                    22
     Pro-Rata Surrender                                     23
     Full Surrenders                                        23

  8. OTHER INFORMATION                                      23
     Cova                                                   23
     Distribution                                           23
     The Separate Account                                   24
     Suspension of Payments or Transfers                    24
     Ownership                                              24
     Adjustment of Charges                                  24

PART II                                                     25
     Executive Officers and Directors                       25
     Voting                                                 27
     Disregard of Voting Instructions                       27
     Legal Opinions                                         27
     Our Right to Contest                                   27
     Additional Benefits                                    27
     Federal Tax Status                                     28
        Introduction                                        28
        Diversification                                     28
        Tax Treatment of the Policy                         29
        Policy Proceeds                                     29
        Tax Treatment of Loans and Surrenders               29
        Multiple Policies                                   30
        Tax Treatment of Assignments                        30
        Qualified Plans                                     30
        Income Tax Withholding                              30
     Reports to Owners                                      30
     Legal Proceedings                                      30
     Experts                                                30
     Financial Statements                                   31

APPENDIX A -
Illustration of Policy Values                              A-1

APPENDIX B -
Participating Investment Funds                             B-1





<PAGE>


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,  a  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 brief  description of the Investment
Funds is contained in Appendix B and 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.




<PAGE>



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

                                                                                       Other Fund Expenses
                                                                   Management         (after reimbursement       Total Annual
Investment Funds                                                      Fees          and/or waivers as noted)     Fund Expenses
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                     <C>                    <C>
AIM Variable Insurance Funds
Advisor: A I M Advisors, Inc.
       AIM V.I. Capital Appreciation Fund                            0.62%                   0.11%                  0.73%
       AIM V.I. International Equity Fund                            0.75%                   0.22%                  0.97%
       AIM V.I. Value Fund                                           0.61%                   0.15%                  0.76%
------------------------------------------------------------------------------------------------------------------------------------


Alliance Variable Products Series Fund, Inc.
Advisor: Alliance Capital Management, L.P.
       Premier Growth Portfolio (Class A)                            1.00%                   0.05%                  1.05%
       Real Estate Investment Portfolio (Class A) (1)                0.49%                   0.46%                  0.95%
------------------------------------------------------------------------------------------------------------------------------------


Cova Series Trust (2)
Advisor: J.P. Morgan Investment Management Inc.
       International Equity Portfolio                                0.79%                   0.31%                  1.10%
       Large Cap Stock Portfolio                                     0.65%                   0.10%                  0.75%
       Quality Bond Portfolio                                        0.54%                   0.10%                  0.64%
       Select Equity Portfolio                                       0.67%                   0.10%                  0.77%
       Small Cap Stock Portfolio                                     0.85%                   0.19%                  1.04%
------------------------------------------------------------------------------------------------------------------------------------

Advisor: Lord, Abbett & Co.
       Bond Debenture Portfolio                                      0.75%                   0.10%                  0.85%
       Developing Growth Portfolio                                   0.90%                   0.30%                  1.20%
       Large Cap Research Portfolio                                  1.00%                   0.30%                  1.30%
       Lord Abbett Growth and Income Portfolio (3)                   0.65%                   0.05%                  0.70%
       Mid-Cap Value Portfolio                                       1.00%                   0.30%                  1.30%
------------------------------------------------------------------------------------------------------------------------------------


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




<PAGE>



Investment Fund Expenses (continued)


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

Franklin Templeton Variable Insurance Products Trust, Class 1 Shares
Advisor: Franklin Advisers, Inc.
       Franklin Small Cap Fund (4)                                    0.55%                   0.27%                  0.82%
------------------------------------------------------------------------------------------------------------------------------------

Advisor: Franklin Mutual Advisers, LLC
       Mutual Shares Securities Fund (5)                              0.60%                   0.19%                  0.79%
------------------------------------------------------------------------------------------------------------------------------------

Advisor: Templeton Asset Management Ltd.
       Templeton Developing Markets Securities Fund (6)               1.25%                   0.31%                  1.56%
------------------------------------------------------------------------------------------------------------------------------------

Advisor: Templeton Investment Counsel, Inc.
       Templeton International Securities Fund (7)                    0.69%                   0.19%                  0.88%
------------------------------------------------------------------------------------------------------------------------------------


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


Goldman Sachs Variable Insurance Trust (8)
Advisor: Goldman Sachs Asset Management
       Goldman Sachs VIT Growth and Income Fund                       0.75%                   0.25%                  1.00%
       Goldman Sachs VIT Internet Tollkeeper FundSM                   1.00%                   0.25%                  1.25%
------------------------------------------------------------------------------------------------------------------------------------

Advisor: Goldman Sachs Asset Management International
       Goldman Sachs VIT Global Income Fund                           0.90%                   0.25%                  1.15%
       Goldman Sachs VIT International Equity Fund                    1.00%                   0.35%                  1.35%
------------------------------------------------------------------------------------------------------------------------------------


Kemper Variable Series
Advisor: Scudder Kemper Investments, Inc.
       Kemper Government Securities Portfolio                         0.55%                   0.08%                  0.63%
       Kemper Small Cap Growth Portfolio                              0.65%                   0.06%                  0.71%
       Kemper Small Cap Value Portfolio (9)                           0.75%                   0.09%                  0.84%
------------------------------------------------------------------------------------------------------------------------------------


Liberty Variable Investment Trust
Advisor: Newport Fund Management, Inc.
       Newport Tiger Fund, Variable Series                            0.90%                   0.31%                  1.21%
------------------------------------------------------------------------------------------------------------------------------------


MFS(R)Variable Insurance TrustSM (10)
Advisor: Massachusetts Financial Services Company
       MFS Emerging Growth Series                                     0.75%                   0.09%                  0.84%
       MFS Global Governments Series (11)                             0.75%                   0.16%                  0.91%
       MFS Growth With Income Series                                  0.75%                   0.13%                  0.88%
       MFS High Income Series (11)                                    0.75%                   0.16%                  0.91%
       MFS Research Series                                            0.75%                   0.11%                  0.86%
------------------------------------------------------------------------------------------------------------------------------------

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



<PAGE>



Investment Fund Expenses (continued)


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

Oppenheimer Variable Account Funds
Advisor: OppenheimerFunds, Inc.
       Oppenheimer Bond Fund/VA                                       0.72%                   0.01%                  0.73%
       Oppenheimer Capital Appreciation Fund/VA                       0.68%                   0.02%                  0.70%
       Oppenheimer High Income Fund/VA                                0.74%                   0.01%                  0.75%
       Oppenheimer Main Street Growth & Income Fund/VA                0.73%                   0.05%                  0.78%
       Oppenheimer Strategic Bond Fund/VA                             0.74%                   0.04%                  0.78%
------------------------------------------------------------------------------------------------------------------------------------


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%                   0.22%                  1.02%
       Putnam VT International New Opportunities Fund - Class IA Shares1.08%                  0.33%                  1.41%
       Putnam VT New Value Fund - Class IA Shares                     0.70%                   0.10%                  0.80%
       Putnam VT Vista Fund - Class IA Shares                         0.65%                   0.10%                  0.75%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


(1)  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. For the year ended December 31, 1999, the expenses for
     the Real Estate  Investment  Portfolio,  before  reimbursement,  were: .90%
     management fees and .82% for other expenses.

(2)  Cova reimburses the investment portfolios,  except the Select Equity, Small
     Cap Stock and International  Equity Portfolios,  for all operating expenses
     (exclusive of the management fees) in excess of approximately  .30% for the
     Mid-Cap Value,  Large Cap Research and Developing  Growth Portfolios and in
     excess of approximately .10% for the other investment portfolios.  Prior to
     May 1, 1999, Cova had reimbursed  expenses in excess of approximately  .10%
     with respect to the Select Equity, Small Cap Stock,  International  Equity,
     Mid-Cap Value,  Large Cap Research and Developing  Growth  Portfolios.  The
     amounts  shown above under "Other  Expenses"  have been restated to reflect
     the  estimated  expenses  for  the  Select  Equity,  Small  Cap  Stock  and
     International  Equity  Portfolios  for the year ending  December  31, 2000.
     Absent these expense reimbursement arrangements, the total annual portfolio
     expenses for the year ended December 31, 1999 were: 1.09% for the Small Cap
     Stock Portfolio; 1.15% for the International Equity Portfolio; .71% for the
     Quality Bond Portfolio;  .76% for the Large Cap Stock  Portfolio;  .86% for
     the Bond Debenture Portfolio;  1.41% for the Mid-Cap Value Portfolio; 1.38%
     for the Large Cap Research  Portfolio;  and 1.34% for the Developing Growth
     Portfolio.

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

(4)  On 2/8/00,  a merger and  reorganization  was  approved  that  combined the
     assets of the fund  with a  similar  fund of  Templeton  Variable  Products
     Series Fund,  effective 5/1/00. On 2/8/00,  fund shareholders  approved new
     management  fees,  which apply to the combined fund effective  5/1/00.  The
     table shows restated total expenses based on the new fees and assets of the
     fund as of 12/31/99,  and not the assets of the combined fund.  However, if
     the table reflected both the new fees and the combined  assets,  the fund's
     expenses after 5/1/00 would be estimated as:  Management Fees 0.55%,  Other
     Expenses 0.27%, and Total Fund Operating Expenses 0.82%.

(5)  On 2/8/00, a merger and  reorganization was approved that combined the fund
     with a similar fund of Templeton  Variable Products Series Fund,  effective
     5/1/00.  The table shows total  expenses  based on the fund's  assets as of
     12/31/99,  and not the assets of the combined fund.  However,  if the table
     reflected  combined  assets,  the fund's  expenses  after  5/1/00  would be
     estimated as:  Management Fees 0.60%,  Other Expenses 0.19%, and Total Fund
     Operating Expenses 0.79%.

(6)  On 2/8/00,  shareholders approved a merger and reorganization that combined
     the fund with the  Templeton  Developing  Markets  Equity  Fund,  effective
     5/1/00.  The  shareholders  of that fund had approved new management  fees,
     which apply to the combined fund effective 5/1/00. The table shows restated
     total  expenses  based  on the new fees  and the  assets  of the fund as of
     12/31/99,  and not the assets of the combined fund.  However,  if the table
     reflected both the new fees and the combined  assets,  the fund's  expenses
     after 5/1/00 would be estimated as:  Management Fees 1.25%,  Other Expenses
     0.29%, and Total Fund Operating Expenses 1.54%.

(7)  On 2/8/00,  shareholders approved a merger and reorganization that combined
     the fund with the Templeton  International  Equity Fund,  effective 5/1/00.
     The shareholders of that fund had approved new management fees, which apply
     to the combined  fund  effective  5/1/00.  The table shows  restated  total
     expenses  based on the new fees and the assets of the fund as of  12/31/99,
     and not the assets of the combined fund.  However,  if the table  reflected
     both the new fees and the combined assets, the fund's expenses after 5/1/00
     would be estimated as:  Management Fees 0.65%,  Other Expenses  0.20%,  and
     Total Fund Operating Expenses 0.85%.

(8)  The  investment  advisers  to the  Goldman  Sachs VIT  Growth  and  Income,
     Internet  Tollkeeper,  International  Equity and Global  Income  Funds have
     voluntarily  agreed to reduce or limit  certain  "Other  Expenses"  of such
     Funds  (excluding  management  fees,  taxes,   interest,   brokerage  fees,
     litigation, indemnification and other extraordinary expenses) to the extent
     such expenses exceed 0.25%, 0.25%, 0.35% and 0.25% per annum of such Funds'
     average  daily net assets,  respectively.  The expenses  shown include this
     reimbursement.  If not  included,  the "Other  Expenses"  and "Total Annual
     Portfolio Expenses" for the Goldman Sachs Growth and Income,  International
     Equity and Global Income Funds would be .47% and 1.22%,  .77% and 1.77% and
     1.78%  and  2.68%,  respectively.  The  reductions  or  limitations  may be
     discontinued or modified by the investment  advisers in their discretion at
     any time. The Fund's expenses shown in the fee table are based on estimated
     expenses for the fiscal year ending December 31, 2000.

(9)  Pursuant to its  agreement  with Kemper  Variable  Series,  the  investment
     manager  and the  accounting  agent have  agreed,  for the one year  period
     commencing  May 1, 2000,  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 at
     or lower than these  expense  limits,  after the  benefit of any  custodial
     credits.


(10) 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.  The expenses shown
     above do not take into account these expense reductions,  and are therefore
     higher than the actual expenses of the series.

(11) MFS has contractually agreed to bear expenses for these series,  subject to
     reimbursement  by these series,  such that the series' "Other  Expenses" do
     not exceed 0.15% of the average  daily net assets of the series  during the
     current  fiscal year.  Absent the expense  reimbursement,  the Total Annual
     Portfolio Expenses for the year ended December 31, 1999, were 1.05% for the
     MFS Global  Governments Series and .97% for the MFS High Income Series. The
     payments  made by MFS on behalf of each 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 that 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 each  series  until at least May 1,  2001,
     unless  terminated with the consent of the board of trustees which oversees
     the series.



<PAGE>


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 59 1/2 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 of 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  informationinquiry
into Policy values, or to make a loan), please contact us at our Service Office:

     Cova Financial Life Insurance Company
     P.O. Box 66757
     St. Louis, MO 63166-6757
     (800) 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 are  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  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 43 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,  (2) Alliance  Variable  Products Series Fund,  Inc., (3) Cova
Series Trust,  (4) Franklin  Templeton  Variable  Insurance  Products Trust, (5)
General American Capital  Company,  (6) Goldman Sachs Variable  Insurance Trust,
(7) Kemper Variable  Series,  (8) Liberty  Variable  Investment  Trust,  (9) MFS
Variable  Insurance  Trust,  (10)  Oppenheimer  Variable  Account Funds and (11)
Putnam Variable Trust.

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 carefully before investing. Copies of the
prospectuses  for the  Investment  Funds  will be sent to you with your  Policy.
Certain portfolios  contained in the Fund prospectuses may not be available with
your Policy.  (See Appendix B which contains a summary of investment  objectives
and strategies for each Investment 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 Investment  Funds have the same
investment advisers.

A Fund's  performance  may be  affected by risks  specific  to certain  types of
investments, such as foreign securities, derivative investments,  non-investment
grade  debt  securities,  initial  public  offerings  (IPOs) or  companies  with
relatively small market  capitalizations.  IPOs and other investment  techniques
may have a magnified  performance  impact on a Fund with a small  asset base.  A
Fund may not experience similar performance as its assets grow.

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


AIM VARIABLE INSURANCE FUNDS
   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 (Class A)
   Real Estate Investment Portfolio (Class A)


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

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


FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST*, CLASS 1 SHARES
   Advisor: Franklin Advisers, Inc.
   Franklin Small Cap Fund (the surviving fund of the
      merger with Franklin Small Cap Investments Fund)

   Advisor: Franklin Mutual Advisers, LLC
   Mutual Shares Securities Fund (the surviving fund of the
      merger with Mutual Shares Investments Fund)


   Advisor: Templeton Asset Management Ltd.
   Templeton Developing Markets Securities Fund
      (formerly, Templeton Developing Markets Fund)

   Advisor: Templeton Investment Counsel, Inc.
   Templeton International Securities Fund
      (formerly, Templeton International Fund)

*Effective  May 1, 2000, the portfolios of Templeton  Variable  Products  Series
Fund  were  merged  into  similar  portfolios  of  Franklin  Templeton  Variable
Insurance Products Trust.


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


GOLDMAN SACHS VARIABLE INSURANCE TRUST ("VIT")
   Advisor: Goldman Sachs Asset Management, a unit of the Investment Management
       Division of Goldman, Sachs & Co.
   Goldman Sachs VIT Growth and Income Fund
   Goldman Sachs VIT Internet Tollkeeper Fund
      (available as of July 3, 2000)

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


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


LIBERTY VARIABLE INVESTMENT TRUST
   Advisor: Newport Fund Management Inc.
   Newport Tiger Fund, Variable Series


MFS(R)VARIABLE INSURANCE TRUSTSM
   Advisor: Massachusetts Financial Services Company
   MFS Emerging Growth Series
   MFS Global Governments Series
   MFS Growth With Income Series
   MFS High Income Series
   MFS Research Series




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OPPENHEIMER VARIABLE ACCOUNT FUNDS
   Advisor: OppenheimerFunds, Inc.
   Oppenheimer Bond Fund/VA
   Oppenheimer Capital Appreciation Fund/VA
   Oppenheimer High Income 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

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 is 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.



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            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 59 1/2;  (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 January 6, 2000,
Metropolitan Life Insurance Company (MetLife) acquired  GenAmerica  Corporation,
the ultimate  parent company of Cova Financial  Services Life Insurance  Company
(Cova  Life),  the  parent  company  of  Cova.  The  acquisition  of  GenAmerica
Corporation  does not affect  policy  benefits or any other terms or  conditions
under your  Policy.  MetLife,  headquartered  in New York city since 1868,  is a
leading provider of insurance and financial  products and services to individual
and group customers.

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.


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.

James W. Koeger**     Assistant Treasurer of Cova.

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 June, 2000; Chairman of
                      the Board and Chief Executive Officer of General American Life Insurance Company - May, 1992 to present, prior
                      thereto, Chairman of the Board, President and Chief Executive Officer of General American - May, 1992 to
                      February, 2000; 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; 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 and CLMC since July, 1999.

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.

Patricia M. Wersching**  Assistant Treasurer of Cova.

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.
</TABLE>

*    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




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.




<PAGE>



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 than 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.

Split  Policy  Option Rider -- This rider allows the Policy to be split into two
separate  policies in the event there are changes in the Federal  Estate Tax Law
resulting in the removal of the unlimited marital  deductions or reduction of at
least 50% in the level of estate taxes payable on the death of the last Insured.
The   exercise  of  this  option  to  split  the  Policy  may,   under   certain
circumstances,  result in adverse  tax  consequences.  Please  consult  your tax
adviser before exercising any options under this rider.


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 that the amount of mortality and other expense  charges be  reasonable.
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 591/2; (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, 1999 and 1998,  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, 1999, and the statement of
assets and liabilities of the Separate  Account as of December 31, 1999, and the
related  statements of operations  and changes in net assets for the period from
commencement of operations  through  December 31, 1999 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

                              Financial Statements

                                December 31, 1999

                   (With Independent Auditors' Report Thereon)



                          INDEPENDENT AUDITORS' REPORT



The Contract Owners of Cova Variable
   Life Account Five, Board of Directors
   and Shareholder of Cova Financial Life
   Insurance Company:


We have audited the accompanying statement of assets and liabilities of each of
the sub-accounts comprising Cova Variable Life Account Five of Cova Financial
Life Insurance Company (the Separate Account), as of December 31, 1999, and the
related statements of operations and changes in net assets for the year then
ended. These financial statements are the responsibility of the Separate
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit 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. Our procedures included
confirmation of securities owned as of December 31, 1999 by correspondence with
transfer agents. 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 audit provides 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 the sub-accounts of Cova
Variable Life Account Five of Cova Financial Life Insurance Company as of
December 31, 1999, and the results of their operations and the changes in their
net assets for the year then ended, in conformity with generally accepted
accounting principles.





Chicago, Illinois
March 20, 2000


<PAGE>
                         COVA VARIABLE LIFE ACCOUNT FIVE
                       Statement of Assets and Liabilities
                                December 31, 1999


<TABLE>
<CAPTION>
Assets:
  Investments:
  Cova Series Trust (Cova):
<S>                                               <C>                                        <C>                            <C>
     Lord Abbett Growth and Income Portfolio       8,901    shares at a net asset value of   $24.070563   per share        $214,245
     Bond Debenture Portfolio                      8,713    shares at a net asset value of   $12.474609   per share         108,696
     Developing Growth Portfolio                       8    shares at a net asset value of   $14.885144   per share             113
     Large Cap Research Portfolio                  7,812    shares at a net asset value of   $14.991245   per share         117,113
     Mid-Cap Value Portfolio                       5,439    shares at a net asset value of   $11.168093   per share          60,745
     Quality Bond Portfolio                            9    shares at a net asset value of   $10.669328   per share             100
     Small Cap Stock Portfolio                     7,608    shares at a net asset value of   $17.268582   per share         131,374
     Large Cap Stock Portfolio                    21,786    shares at a net asset value of   $20.674865   per share         450,417
     Select Equity Portfolio                       8,640    shares at a net asset value of   $16.112437   per share         139,209
     International Equity Portfolio                7,466    shares at a net asset value of   $16.225039   per share         121,140
  AIM Variable Insurance Funds, Inc. (AIM):
     AIM V.I. Value Fund                           1,900    shares at a net asset value of       $33.50   per share          63,660
     AIM V.I. Capital Appreciation Fund              764    shares at a net asset value of       $35.58   per share          27,171
  General American Capital Company (GACC):
     Money Market Fund                            15,680    shares at a net asset value of   $20.252283   per share         317,557
  Templeton Variable Products Series
         Fund (Templeton):
     Templeton Bond Fund                              10    shares at a net asset value of        $9.99   per share             100
     Franklin Small Cap Investments Fund               9    shares at a net asset value of       $15.79   per share             141
     Templeton Stock Fund                              5    shares at a net asset value of       $24.39   per share             110
     Templeton International Fund                      5    shares at a net asset value of       $22.25   per share             108
     Franklin Growth Investments Fund                  7    shares at a net asset value of       $16.70   per share             123
                                                                                                                        ------------
               Total assets                                                                                              $1,752,122
                                                                                                                        ============

</TABLE>


<PAGE>


                         COVA VARIABLE LIFE ACCOUNT FIVE
                       Statement of Assets and Liabilities
                                December 31, 1999

<TABLE>
<CAPTION>
Net Assets:
  Accumulation units:
  Single premium variable life policies (SPVL):
<S>                                               <C>                                        <C>                           <C>
     Cova Lord Abbett Growth and Income           17,211    accumulation units at            $12.448204   per unit         $214,245
     Cova Bond Debenture                          10,240    accumulation units at            $10.614338   per unit          108,696
     Cova Developing Growth                            9    accumulation units at            $13.050371   per unit              113
     Cova Large Cap Research                       8,504    accumulation units at            $13.771430   per unit          117,113
     Cova Mid-Cap Value                            6,003    accumulation units at            $10.119059   per unit           60,745
     Cova Quality Bond                                 9    accumulation units at            $10.551764   per unit              100
     Cova Small Cap Stock                         10,224    accumulation units at            $12.850204   per unit          131,374
     Cova Large Cap Stock                         31,535    accumulation units at            $14.283064   per unit          450,417
     Cova Select Equity                           11,048    accumulation units at            $12.600289   per unit          139,209
     Cova International Equity                     8,926    accumulation units at            $13.571289   per unit          121,140
     AIM V.I. Value                                5,407    accumulation units at            $11.774189   per unit           63,660
     AIM V.I. Capital Appreciation                 1,951    accumulation units at            $13.925402   per unit           27,171
     GACC Money Market                            28,826    accumulation units at            $11.013039   per unit          317,457
     Templeton Bond                                   10    accumulation units at             $9.970060   per unit              100
     Franklin Small Cap Investments                   10    accumulation units at            $14.136079   per unit              141
     Templeton Stock                                  10    accumulation units at            $11.011283   per unit              110
     Templeton International                          10    accumulation units at            $10.827249   per unit              108
     Franklin Growth Investments                      10    accumulation units at            $12.333825   per unit              123
                                                                                                                        ------------
                                                                                                                          1,752,022
  Flexible premium variable universal life policies (FPVUL):
     GACC Money Market                                10    accumulation units at            $10.047103   per unit              100
                                                                                                                        ------------
             Total net assets                                                                                            $1,752,122
                                                                                                                        ============


See accompanying notes to financial statements.


</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Statement of Operations
Period ended December 31, 1999



<TABLE>
<CAPTION>
                                                                                     Cova
                                          -----------------------------------------------------------------------------------------
                                          Lord Abbett
                                            Growth                                 Large                                  Small
                                             and          Bond      Developing      Cap        Mid-Cap      Quality        Cap
                                            Income     Debenture      Growth      Research      Value         Bond        Stock
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                                      <C>                <C>             <C>      <C>          <C>                       <C>
Investment income:
   Dividends                             $         -          242            -          156           78            1          213
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of
     portfolio shares                            (50)           2            -          (13)         (46)           -           77
   Realized gain distributions                     -           78            -            -            -            1            -
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------
       Net realized gain (loss)                  (50)          80            -          (13)         (46)           1           77
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------

Change in unrealized appreciation              6,653        3,004           13       10,559       (3,680)          (2)      34,574
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations          $     6,603        3,326           13       10,702       (3,648)           -       34,864
                                          ===========  ===========  ===========  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Statement of Operations
Period ended December 31, 1999



<TABLE>
<CAPTION>
                                                         Cova                                   AIM           GACC      Templeton
                                          ------------------------------------  -------------------------  -----------  -----------

                                           Large                                                V.I.
                                            Cap         Select    International    V.I.        Capital       Money
                                           Stock        Equity      Equity        Value      Appreciation    Market        Bond
                                          ----------  ----------- ------------  -----------  ------------  -----------  -----------
<S>                                      <C>                <C>        <C>           <C>           <C>          <C>         <C>
Investment income:
   Dividends                             $      329          275          415          110            18            -            -
                                          ----------  ----------- ------------  -----------  ------------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of
     portfolio shares                          (116)        (167)          31            6            17        6,140            -
   Realized gain distributions                7,182        9,317        1,110          575           558            -            -
                                          ----------  ----------- ------------  -----------  ------------  -----------  -----------
       Net realized gain (loss)               7,066        9,150        1,141          581           575        6,140            -
                                          ----------  ----------- ------------  -----------  ------------  -----------  -----------

Change in unrealized appreciation            16,032      (10,304)      16,888        4,069         6,608        3,725            -
                                          ----------  ----------- ------------  -----------  ------------  -----------  -----------

       Net increase (decrease) in net
         assets from operations          $   23,427         (879)      18,444        4,760         7,201        9,865            -
                                          ==========  =========== ============  ===========  ============  ===========  ===========


</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Statement of Operations
Period ended December 31, 1999



<TABLE>
<CAPTION>
                                                                           Templeton
                                                   -------------------------------------------------------

                                                    Franklin                                   Franklin
                                                   Small Cap                                    Growth
                                                   Investments    Stock      International    Investments      Total
                                                   -----------  -----------  --------------  -------------  -----------
<S>                                              <C>                    <C>              <C>           <C>     <C>
Investment income:
   Dividends                                     $          -            -               -              -        1,837
                                                   -----------  -----------  --------------  -------------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of portfolio
     shares                                                 -            -               -              -        5,881
   Realized gain distributions                              -            -               -              -       18,821
                                                   -----------  -----------  --------------  -------------  -----------
       Net realized gain (loss)                             -            -               -              -       24,702
                                                   -----------  -----------  --------------  -------------  -----------

Change in unrealized appreciation                          41           10               8             23       88,221
                                                   -----------  -----------  --------------  -------------  -----------

       Net increase (decrease) in net
         assets from operations                  $         41           10               8             23      114,760
                                                   ===========  ===========  ==============  =============  ===========


See accompanying notes to financial statements.


</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Statement of Changes in Net Assets
Period ended December 31, 1999



<TABLE>
<CAPTION>
                                                                                     Cova
                                           ----------------------------------------------------------------------------------------
                                           Lord Abbett
                                             Growth                                 Large                                 Small
                                              and          Bond      Developing      Cap        Mid-Cap      Quality       Cap
                                             Income     Debenture      Growth      Research      Value         Bond       Stock
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------
<S>                                      <C>               <C>              <C>      <C>           <C>             <C>     <C>
Increase (decrease) in net assets from
   operations:
     Investment income                   $          -          242            -          156           78            1         213
     Net realized gain (loss)                     (50)          80            -          (13)         (46)           1          77
     Change in unrealized appreciation          6,653        3,004           13       10,559       (3,680)          (2)     34,574
       Net increase (decrease) from        -----------  -----------  -----------  -----------  -----------  ----------- -----------
         operations                             6,603        3,326           13       10,702       (3,648)           -      34,864
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------

Contract transactions:
   Cova payments                                  100          100          100          100          100          100         100
   Cova redemptions                                 -            -            -            -            -            -           -
   Payments received from contract
     owners                                         -            -            -            -            -            -           -
   Transfers between sub-accounts, net        209,709      105,997            -      107,473       65,008            -      97,560
   Transfers for contract benefits,
     terminations and insurance charges        (2,167)        (727)           -       (1,162)        (715)           -      (1,150)
       Net increase (decrease) in net
         assets from contract              -----------  -----------  -----------  -----------  -----------  ----------- -----------
         transactions                         207,642      105,370          100      106,411       64,393          100      96,510
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------

       Net increase (decrease) in net
         assets                               214,245      108,696          113      117,113       60,745          100     131,374

Net assets at beginning of period                   -            -            -            -            -            -           -
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------
Net assets at end of period              $    214,245      108,696          113      117,113       60,745          100     131,374
                                           ===========  ===========  ===========  ===========  ===========  =========== ===========



</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Statement of Changes in Net Assets
Period ended December 31, 1999



<TABLE>
<CAPTION>
                                                         Cova                               AIM                GACC      Templeton
                                          -------------------------------------- -------------------------  -----------  -----------

                                            Large                                                V.I.
                                             Cap        Select     International    V.I.        Capital       Money
                                            Stock       Equity        Equity       Value      Appreciation    Market        Bond
                                          -----------  ----------  ------------- -----------  ------------  -----------  -----------
<S>                                     <C>              <C>            <C>          <C>           <C>         <C>              <C>
Increase (decrease) in net assets from
   operations:
     Investment income                  $        329         275            415         110            18            -            -
     Net realized gain (loss)                  7,066       9,150          1,141         581           575        6,140            -
     Change in unrealized appreciation        16,032     (10,304)        16,888       4,069         6,608        3,725            -
       Net increase (decrease) from       -----------  ----------  ------------- -----------  ------------  -----------  -----------
         operations                           23,427        (879)        18,444       4,760         7,201        9,865            -
                                          -----------  ----------  ------------- -----------  ------------  -----------  -----------

Contract transactions:
   Cova payments                                 100         100            100         100           100          300          100
   Cova redemptions                                -           -              -           -             -         (102)           -
   Payments received from contract
     owners                                        -           -              -           -             -    1,654,000            -
   Transfers between sub-accounts, net       430,747     141,193        103,808      59,046        20,004   (1,340,545)           -
   Transfers for contract benefits,
     terminations and insurance charges       (3,857)     (1,205)        (1,212)       (246)         (134)      (5,961)           -
       Net increase (decrease) in net
         assets from contract             -----------  ----------  ------------- -----------  ------------  -----------  -----------
         transactions                        426,990     140,088        102,696      58,900        19,970      307,692          100
                                          -----------  ----------  ------------- -----------  ------------  -----------  -----------

       Net increase (decrease) in net
         assets                              450,417     139,209        121,140      63,660        27,171      317,557          100

Net assets at beginning of period                  -           -              -           -             -            -            -
                                          -----------  ----------  ------------- -----------  ------------  -----------  -----------
Net assets at end of period             $    450,417     139,209        121,140      63,660        27,171      317,557          100
                                          ===========  ==========  ============= ===========  ============  ===========  ===========


</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Statement of Changes in Net Assets
Period ended December 31, 1999



<TABLE>
<CAPTION>
                                                                        Templeton
                                               ---------------------------------------------------------

                                                 Franklin                                    Franklin
                                                 Small Cap                                    Growth
                                                Investments      Stock      International  Investments      Total
                                               --------------  -----------  -------------  -------------  -----------
<S>                                           <C>                     <C>            <C>            <C>    <C>
Increase (decrease) in net assets from
   operations:
     Investment income                        $            -            -              -              -        1,837
     Net realized gain (loss)                              -            -              -              -       24,702
     Change in unrealized appreciation                    41           10              8             23       88,221
       Net increase (decrease) from            --------------  -----------  -------------  -------------  -----------
         operations                                       41           10              8             23      114,760
                                               --------------  -----------  -------------  -------------  -----------

Contract transactions:
   Cova payments                                         100          100            100            100        2,000
   Cova redemptions                                        -            -              -              -         (102)
   Payments received from contract
     owners                                                -            -              -              -    1,654,000
   Transfers between sub-accounts, net                     -            -              -              -            -
   Transfers for contract benefits,
     terminations and insurance charges                    -            -              -              -      (18,536)
       Net increase (decrease) in net
         assets from contract                  --------------  -----------  -------------  -------------  -----------
         transactions                                    100          100            100            100    1,637,362
                                               --------------  -----------  -------------  -------------  -----------

       Net increase (decrease) in net
         assets                                          141          110            108            123    1,752,122

Net assets at beginning of period                          -            -              -              -            -
                                               --------------  -----------  -------------  -------------  -----------
Net assets at end of period                   $          141          110            108            123    1,752,122
                                               ==============  ===========  =============  =============  ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999


(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
         (CFLIC) and exists in accordance with the regulations of the California
         Department of Insurance. The Separate Account is a funding vehicle for
         single premium variable life (SPVL) and flexible premium variable
         universal life insurance policies (FPVUL) offered by CFLIC.

         On August 26, 1999, CFLIC's ultimate parent company, GenAmerica
         Corporation, entered into a definitive agreement to be acquired by
         Metropolitan Life Insurance Company. The acquisition occurred on
         January 6, 2000.

         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 by
         CFLIC.

<TABLE>
<S>                                                                          <C>
              Cova Series Trust (Cova)                                       10    portfolios
              General American Capital Company (GACC)                         1    portfolios
              Russell Insurance Funds (Russell)                               5    portfolios
              AIM Variable Insurance Funds, Inc. (AIM)                        3    portfolios
              Alliance Variable Products Series Fund, Inc. (Alliance)         2    portfolios
              Liberty Variable Investment Trust (Liberty)                     1    portfolios
              Goldman Sachs Variable Insurance Trust (Goldman Sachs)          3    portfolios
              Investors Fund Series (Kemper)                                  3    portfolios
              MFS Variable Insurance Trust (MFS)                              5    portfolios
              Oppenheimer Variable Account Funds (Oppenheimer)                5    portfolios
              Putnam Variable Trust (Putnam)                                  5    portfolios
              Templeton Variable Products Series Fund (Templeton)             7    portfolios
</TABLE>

<TABLE>
<CAPTION>
         The Separate Account commenced operations on March 1, 1999. The
         sub-accounts commenced operations as follows:

<S>                                                                           <C>
              Cova Lord Abbett Growth and Income                              April 29, 1999
              Cova Bond Debenture                                             April 29, 1999
              Cova Developing Growth                                           July 17, 1999
              Cova Large Cap Research                                          July 12, 1999
              Cova Mid-Cap Value                                               July 12, 1999
              Cova Quality Bond                                                July 19, 1999
              Cova Small Cap Stock                                            April 29, 1999
              Cova Large Cap Stock                                            April 29, 1999
              Cova Select Equity                                               June 29, 1999
              Cova International Equity                                          May 4, 1999
              AIM V.I. Value                                                     May 3, 1999
              AIM V.I. Capital Appreciation                                      May 3, 1999
              GACC Money Market                                                March 1, 1999
              Templeton Bond                                                   July 19, 1999
              Franklin Small Cap Investments                                   July 19, 1999
              Templeton Stock                                                  July 19, 1999
              Templeton International                                          July 19, 1999
              Franklin Growth Investments                                      July 19, 1999

</TABLE>

<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999


(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 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 portfolios.

              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 CFLIC which is taxed as a Life Insurance
              Company under the provisions of the Internal Revenue Code (IRC).
              Under current IRC provisions, CFLIC 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 FEES
              There are fees associated with the variable life insurance
              policies that are deducted from the policy account value and
              Separate Account that reduce the return on investment. The type,
              amount, and timing of the fees may vary between the variable life
              policies offered by CFLIC and include mortality and expense risk,
              administrative, selection and issue expense, cost of insurance,
              tax expense (premium and federal taxes), contingent deferred sales
              (surrender) and transfer charges.

(4)      SEPARATE ACCOUNT EXPENSES
              The mortality and expense fees for FPVUL policies are deducted
              from the separate account and are reflected in the accumulation
              unit value. There were no fees incurred in 1999.


<PAGE>



COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999


(5)      COST BASIS OF INVESTMENTS
         The cost basis of each sub-account's investment follows:


              Cova Lord Abbett Growth and Income        $ 207,592
              Cova Bond Debenture                         105,692
              Cova Developing Growth                          100
              Cova Large Cap Research                     106,554
              Cova Mid-Cap Value                           64,425
              Cova Quality Bond                               102
              Cova Small Cap Stock                         96,800
              Cova Large Cap Stock                        434,385
              Cova Select Equity                          149,513
              Cova International Equity                   104,252
              AIM V.I. Value                               59,591
              AIM V.I. Capital Appreciation                20,563
              GACC Money Market                           313,832
              Templeton Bond                                  100
              Franklin Small Cap Investments                  100
              Templeton Stock                                 100
              Templeton International                         100
              Franklin Growth Investments                     100
                                                        ----------
                                                      $ 1,663,901
                                                        ==========



<PAGE>


COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999


<TABLE>
<CAPTION>
(6)      UNIT FAIR VALUE
         A summary of the total return for each sub-account follows:


                                                         Commenced            Total
                                                        Operations           Return
                                                      ---------------     ------------
     SPVL policies:
<S>                                                        <C>                <C>
         Cova Lord Abbett Growth and Income                4/29/99             4.60%
         Cova Bond Debenture                               4/29/99             0.70%
         Cova Developing Growth                            7/17/99            12.75%
         Cova Large Cap Research                           7/12/99             9.95%
         Cova Mid-Cap Value                                7/12/99            -5.60%
         Cova Quality Bond                                 7/19/99            -0.23%
         Cova Small Cap Stock                              4/29/99            44.89%
         Cova Large Cap Stock                              4/29/99             6.90%
         Cova Select Equity                                6/29/99            -0.35%
         Cova International Equity                          5/4/99            20.84%
         AIM V.I. Value                                     5/3/99            17.74%
         AIM V.I. Capital Appreciation                      5/3/99            28.36%
         GACC Money Market                                  3/1/99             4.34%
         Templeton Bond                                    7/19/99            -0.30%
         Franklin Small Cap Investments                    7/19/99            41.36%
         Templeton Stock                                   7/19/99            10.11%
         Templeton International                           7/19/99             8.27%
         Franklin Growth Investments                       7/19/99            23.34%


FPVUL policies:
         GACC Money Market                                11/29/99             0.47%


</TABLE>


<PAGE>


COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999


<TABLE>
<CAPTION>
(7)      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 period ended
         December 31, 1999 follows:


                                                                     Realized Gain (Loss)
                                                ----------------------------------------------------------------
                                                     Aggregate              Aggregate Cost
                                                Proceeds from Sales       of Portfolio Shares         Realized
                                                of Portfolio Shares            Redeemed              Gain (Loss)
                                                ---------------------    ---------------------    --------------
<S>                                                 <C>                        <C>                     <C>
         Cova Lord Abbett Growth and Income         $  1,940                   $  1,990                $  (50)
         Cova Bond Debenture                             727                        725                     2
         Cova Developing Growth                           -                          -                     -
         Cova Large Cap Research                       1,159                      1,172                   (13)
         Cova Mid-Cap Value                              715                        761                   (46)
         Cova Quality Bond                                -                          -                     -
         Cova Small Cap Stock                          1,150                      1,073                    77
         Cova Large Cap Stock                          3,539                      3,655                  (116)
         Cova Select Equity                            1,195                      1,362                  (167)
         Cova International Equity                     1,062                      1,031                    31
         AIM V.I. Value                                  246                        240                     6
         AIM V.I. Capital Appreciation                   134                        117                    17
         GACC Money Market                         1,342,862                  1,336,722                 6,140
         Templeton Bond                                   -                          -                     -
         Franklin Small Cap Investments                   -                          -                     -
         Templeton Stock                                  -                          -                     -
         Templeton International                          -                          -                     -
         Franklin Growth Investments                      -                          -                     -

</TABLE>


<PAGE>


COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999


<TABLE>
<CAPTION>
(7)      REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION, CONTINUED

                                                                 Unrealized Appreciation (Depreciation)
                                                   ----------------------------------------------------------------
                                                      Appreciation              Appreciation
                                                     (Depreciation)            (Depreciation)
                                                      End of Period          Beginning of Period          Change
                                                   -----------------     ------------------------     -------------
<S>                                                    <C>                         <C>                   <C>
         Cova Lord Abbett Growth and Income            $  6,653                    $  -                  $  6,653
         Cova Bond Debenture                              3,004                       -                     3,004
         Cova Developing Growth                              13                       -                        13
         Cova Large Cap Research                         10,559                       -                    10,559
         Cova Mid-Cap Value                              (3,680)                      -                    (3,680)
         Cova Quality Bond                                   (2)                      -                        (2)
         Cova Small Cap Stock                            34,574                       -                    34,574
         Cova Large Cap Stock                            16,032                       -                    16,032
         Cova Select Equity                             (10,304)                      -                   (10,304)
         Cova International Equity                       16,888                       -                    16,888
         AIM V.I. Value                                   4,069                       -                     4,069
         AIM V.I. Capital Appreciation                    6,608                       -                     6,608
         GACC Money Market                                3,725                       -                     3,725
         Templeton Bond                                      -                        -                        -
         Franklin Small Cap Investments                      41                       -                        41
         Templeton Stock                                     10                       -                        10
         Templeton International                              8                       -                         8
         Franklin Growth Investments                         23                       -                        23


</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999


<TABLE>
<CAPTION>
(8)   UNIT TRANSACTIONS
      The change in the number of units for each sub-account follows:


                                                                                      Cova
                                          -----------------------------------------------------------------------------------------
                                          Lord Abbett
                                            Growth                                 Large                                  Small
                                             and          Bond      Developing      Cap        Mid-Cap      Quality        Cap
                                            Income     Debenture      Growth      Research      Value         Bond        Stock
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                                           <C>          <C>               <C>      <C>          <C>              <C>     <C>
Accumulation units:
      SPVL policies:
        Unit balance at 12/31/98                   -            -            -            -            -            -            -

          Cova units purchased                     8            9            9            8            9            9           10
          Cova units redeemed                      -            -            -            -            -            -            -
          Contract units purchased                 -            -            -            -            -            -            -
          Contract units transferred, net     17,386       10,301            -        8,590        6,065            -       10,327
          Contract units redeemed               (183)         (70)           -          (94)         (71)           -         (113)
                                          -----------  -----------  -----------  -----------  -----------  -----------  -----------
        Unit balance at 12/31/99              17,211       10,240            9        8,504        6,003            9       10,224
                                          ===========  ===========  ===========  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999


<TABLE>
<CAPTION>
(8)   UNIT TRANSACTIONS, CONTINUED



                                                         Cova                             AIM                  GACC      Templeton
                                          ------------------------------------  --------------------------  -----------  -----------

                                           Large                                                 V.I.
                                            Cap         Select    International    V.I.        Capital        Money
                                           Stock        Equity      Equity        Value      Appreciation     Market        Bond
                                          ----------  ----------- ------------  -----------  -------------  -----------  -----------
<S>                                          <C>          <C>           <C>          <C>            <C>         <C>              <C>
Accumulation units:
    SPVL policies:
      Unit balance at 12/31/98                    -            -            -            -              -            -            -

        Cova units purchased                      7            8            8            9              9           19           10
        Cova units redeemed                       -            -            -            -              -          (10)           -
        Contract units purchased                  -            -            -            -              -      155,502            -
        Contract units transferred, net      31,815       11,141        9,019        5,421          1,954     (124,311)           -
        Contract units redeemed                (287)        (101)        (101)         (23)           (12)      (2,374)           -
                                          ----------  ----------- ------------  -----------  -------------  -----------  -----------
      Unit balance at 12/31/99               31,535       11,048        8,926        5,407          1,951       28,826           10
                                          ==========  =========== ============  ===========  =============  ===========  ===========


    FPVUL policies:
      Unit balance at 12/31/98                                                                                       -

        Cova units purchased                                                                                        10
        Cova units redeemed                                                                                          -
        Contract units purchased                                                                                     -
        Contract units transferred, net                                                                              -
        Contract units redeemed                                                                                      -
                                                                                                            -----------
      Unit balance at 12/31/99                                                                                      10
                                                                                                            ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT FIVE
Notes to Financial Statements
December 31, 1999


<TABLE>
<CAPTION>
(8)   UNIT TRANSACTIONS, CONTINUED



                                                                      Templeton
                                              ------------------------------------------------------------

                                                Franklin                                      Franklin
                                                Small Cap                                      Growth
                                               Investments      Stock      International     Investments
                                              --------------  -----------  ---------------  --------------
<S>                                                      <C>          <C>              <C>             <C>
Accumulation units:
      SPVL policies:
        Unit balance at 12/31/98                          -            -                -               -

          Cova units purchased                           10           10               10              10
          Cova units redeemed                             -            -                -               -
          Contract units purchased                        -            -                -               -
          Contract units transferred, net                 -            -                -               -
          Contract units redeemed                         -            -                -               -
                                              --------------  -----------  ---------------  --------------
        Unit balance at 12/31/99                         10           10               10              10
                                              ==============  ===========  ===============  ==============



</TABLE>






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

                              Financial Statements

                        December 31, 1999, 1998, and 1997

                   (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, 1999 and 1998, 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, 1999. 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, 1999 and 1998, and the results of its
     operations and its cash flows for each of the years in the three-year
     period ended December 31, 1999, in conformity with generally accepted
     accounting principles.






     February 4, 2000


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

                                 Balance Sheets

                           December 31, 1999 and 1998


<TABLE>
<CAPTION>

                                         ASSETS                           1999          1998
                                                                       -----------   -----------
                                                                            (in thousands)

Investments:
<S>                                                                  <C>                <C>
    Debt securities available-for-sale, at fair value
      (cost of $101,690 in 1999 and $99,228 in 1998)                 $     95,568       100,658
    Mortgage loans, net of allowance for potential loan
      loss of $40 in 1999 and $10 in 1998                                   5,439         5,245
    Policy loans                                                              938         1,223
                                                                       -----------   -----------

             Total investments                                            101,945       107,126

Cash and cash equivalents - interest-bearing                                  751         5,789
Cash - noninterest-bearing                                                  1,448         1,200
Accrued investment income                                                   1,624         1,641
Deferred policy acquisition costs                                          15,093         9,142
Present value of future profits                                             1,740           854
Goodwill                                                                    1,631         1,813
Deferred tax asset, net                                                     1,232           585
Receivable from OakRe                                                      18,890        35,312
Federal and state income taxes recoverable                                     75            --
Reinsurance receivables                                                         9           118
Other assets                                                                   24           398
Separate account assets                                                   186,040       127,873
                                                                       -----------   -----------

             Total assets                                            $    330,502       291,851
                                                                       ===========   ===========

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

                            Balance Sheets, Continued

                           December 31, 1999 and 1998

<TABLE>
<CAPTION>


                         LIABILITIES AND SHAREHOLDER'S EQUITY              1999         1998
                                                                        -----------  -----------
                                                                            (in thousands)

<S>                                                                   <C>               <C>
Policyholder deposits                                                 $    116,184      135,106
Future policy benefits                                                       6,707        6,191
Payable on purchase of securities                                               85           27
Accounts payable and other liabilities                                       1,589        1,653
Federal and state income taxes payable                                          --          172
Future purchase price payable to OakRe                                         172          342
Guaranty fund assessments                                                    1,100        1,000
Separate account liabilities                                               186,035      127,871
                                                                        -----------  -----------

             Total liabilities                                             311,872      272,362
                                                                        -----------  -----------

Shareholder's equity:
    Common stock, $233.34 par value, (authorized
      30,000 shares; issued and outstanding
      12,000 shares in 1999 and 1998)                                        2,800        2,800
    Additional paid-in capital                                              15,523       14,523
    Retained earnings                                                        1,993        1,833
    Accumulated other comprehensive (loss) income,
      net of tax                                                            (1,686)         333
                                                                        -----------  -----------

             Total shareholder's equity                                     18,630       19,489
                                                                        -----------  -----------

             Total liabilities and shareholder's equity               $    330,502      291,851
                                                                        ===========  ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>

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

                              Statements of Income

                  Years ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>

                                                              1999        1998         1997
                                                           -----------  ----------  -----------
                                                                     (in thousands)

Revenues:
<S>                                                      <C>               <C>          <C>
    Premiums                                             $      1,041       1,308        1,191
    Net investment income                                       7,663       7,516        6,761
    Net realized (losses) gains on sales of
      investments                                                (452)        178          158
    Separate account fees                                       2,215       1,392          599
    Other income                                                  382          66           45
                                                           -----------  ----------  -----------

             Total revenues                                    10,849      10,460        8,754
                                                           -----------  ----------  -----------

Benefits and expenses:
    Interest on policyholder deposits                           6,064       5,486        4,837
    Current and future policy benefits                          1,479       1,549        1,481
    Operating and other expenses                                2,336       1,548        1,134
    Amortization of purchased intangible
      assets                                                      233         260          234
    Amortization of deferred policy
      acquisition costs                                           383         530          320
                                                           -----------  ----------  -----------

             Total benefits and expenses                       10,495       9,373        8,006
                                                           -----------  ----------  -----------

             Income before income taxes                           354       1,087          748
                                                           -----------  ----------  -----------

Income tax expense (benefit):
    Current                                                      (246)        (80)         310
    Deferred                                                      440         357           (5)
                                                           -----------  ----------  -----------

             Total income tax expense                             194         277          305
                                                           -----------  ----------  -----------

             Net income                                  $        160         810          443
                                                           ===========  ==========  ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>
                      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, 1999, 1998, and 1997


<TABLE>
<CAPTION>


                                                                           1999         1998        1997
                                                                         ----------  -----------  ----------
                                                                                   (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                                          14,523       13,523      13,523
    Capital contribution                                                     1,000        1,000          --
                                                                         ----------  -----------  ----------

Balance at end of period                                                    15,523       14,523      13,523
                                                                         ----------  -----------  ----------

Retained earnings:
    Balance at beginning of period                                           1,833        1,023         580
    Net income                                                                 160          810         443
                                                                         ----------  -----------  ----------

Balance at end of period                                                     1,993        1,833       1,023
                                                                         ----------  -----------  ----------

Accumulated other comprehensive income:
    Balance at beginning of period                                             333          145           1
    Change in unrealized (depreciation) appreciation
      of debt securities                                                    (7,552)         794         630
    Deferred federal income tax impact                                       1,087         (101)        (77)
    Change in deferred policy acquisition costs
      attributable to unrealized depreciation (appreciation)                 3,519         (513)       (144)
    Change in present value of future profits
      attributable to unrealized depreciation (appreciation)                   927            8        (265)
                                                                         ----------  -----------  ----------

Balance at end of period                                                    (1,686)         333         145
                                                                         ----------  -----------  ----------

             Total shareholder's equity                                $    18,630       19,489      17,491
                                                                         ==========  ===========  ==========

Total comprehensive income:
    Net income                                                         $       160          810         443
    Other comprehensive (loss) income (change in net unrealized
      (depreciation) appreciation of debt and equity securities)            (2,019)         188         144
                                                                         ----------  -----------  ----------

             Total comprehensive (loss) income                         $    (1,859)         998         587
                                                                         ==========  ===========  ==========


See accompanying notes to financial statements.

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

                            Statements of Cash Flows

                  Years ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>



                                                                           1999         1998          1997
                                                                        -----------  -----------   -----------
                                                                                   (in thousands)
<S>                                                                   <C>               <C>           <C>
Reconciliation of net income to net cash
    provided by (used in) operating activities:
      Net income                                                      $        160          810           443
      Adjustments to reconcile net
        income to net cash provided by
        (used in) operating activities:
           Increase in future policy benefits                                  516          810           820
           Increase (decrease) in payables and
             accrued liabilities                                                94          126          (815)
           Decrease (increase) in accrued
             investment income                                                  17          185          (704)
           Amortization of intangible assets and
             deferred policy acquisition costs                                 616          790           554
           Amortization and accretion of
             securities, premiums, and discounts                                (7)         (87)          (10)
           Decrease (increase) in other assets                                 374         (384)           30
           Net realized loss (gain) on sale of investments                     452         (178)         (158)
           Interest on policyholder deposits                                 6,064        5,486         4,837
           (Decrease) increase in current and
             deferred federal income taxes                                     193          423           101
           Decrease in recapture commissions payable to OakRe                 (170)        (223)         (159)
           Commissions and expenses deferred                                (2,815)      (3,411)       (3,917)
           Other                                                               499          702           290
                                                                        -----------  -----------   -----------

             Net cash provided by operating activities                       5,993        5,049         1,312
                                                                        -----------  -----------   -----------

Cash flows from investing activities:
    Cash used in the purchase of
      investment securities                                                (29,365)     (56,673)      (53,534)
    Proceeds from investment securities
      sold and matured                                                      26,689       50,661        25,379
    Other                                                                     (128)        (121)          (81)
                                                                        -----------  -----------   -----------

             Net cash used in investing activities                          (2,804)      (6,133)      (28,236)
                                                                        -----------  -----------   -----------

</TABLE>
<PAGE>
                      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, 1999, 1998, and 1997


<TABLE>
<CAPTION>


                                                                          1999         1998          1997
                                                                       -----------  -----------   -----------
                                                                                  (in thousands)
<S>                                                                  <C>                <C>           <C>
Cash flows from financing activities:
    Policyholder deposits                                            $     55,181       69,459        81,788
    Transfers from OakRe                                                   19,050       35,590        25,060
    Transfer to separate accounts                                         (36,544)     (60,181)      (56,144)
    Return of policyholder deposits                                       (46,666)     (39,943)      (28,267)
    Capital contributions received                                          1,000        1,000            --
                                                                       -----------  -----------   -----------

             Net cash (used) provided by financing activities              (7,979)       5,925        22,437
                                                                       -----------  -----------   -----------

             (Decrease) increase in cash and cash equivalents              (4,790)       4,841        (4,487)

Cash and cash equivalents - beginning of period                             6,989        2,148         6,635
                                                                       -----------  -----------   -----------

Cash and cash equivalents - end of period                            $      2,199        6,989         2,148
                                                                       ===========  ===========   ===========


See accompanying notes to financial statements.


</TABLE>
<PAGE>

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

                          Notes to Financial Statements

                        December 31, 1999, 1998, and 1997





  (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 by the Company
              for periods from one to ten years, but in no case may renewal
              rates be less than 3%. 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 94%, 97%, and 85% of the
              Company's sales have been through two specific brokerage firms, A.
              G. Edwards & Sons, Incorporated, and Edward Jones & Company,
              Incorporated, in 1999, 1998, and 1997, respectively.
<PAGE>

              ORGANIZATION

              The Company is a wholly owned subsidiary of Cova Financial
              Services Life Insurance Company (CFSLIC). CFSLIC is a wholly owned
              subsidiary of Cova Corporation, which is a wholly owned subsidiary
              of General American Life Insurance Company (GALIC), a Missouri
              domiciled life insurance company. GALIC is a wholly owned
              subsidiary of GenAmerica Corporation, which in turn is a wholly
              owned by the ultimate parent, General American Mutual Holding
              Company (GAMHC).

              On August 26, 1999, GAMHC entered into a definitive agreement
              whereby Metropolitan Life Insurance Company (MetLife), a New York
              domiciled life insurance company, will acquire GenAmerica
              Corporation and all its holdings for $1.2 billion in cash. The
              purchase was approved by the Missouri Director of Insurance on
              November 10, 1999. The purchase, however, was not consummated as
              of December 31, 1999 and as a result, these financial statements
              do not reflect purchase accounting treatment of this transaction.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              BASIS OF PRESENTATION

              The accompanying financial statements have been prepared in
              accordance with generally accepted accounting principles (GAAP)
              and include the accounts and operations of the Company. The
              preparation of financial statements in conformity with GAAP
              requires management to make estimates and assumptions that affect
              the amounts reported. Actual results could differ from these
              estimates.

              DEBT SECURITIES

              Investments in all debt securities with readily determinable
              market 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 at December 31, 1999 and 1998 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 in the 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.


<PAGE>

              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 $40,000 and $10,000, at
              December 31, 1999 and 1998, 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, 1999 and 1998, is presented in note 3.
<PAGE>


              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. The Company sets a
              limit on the deferral of acquisition costs incurred from internal
              marketing and wholesaling operations in any year at 1% to 1.5% of
              premiums and deposits receipts, varying according to specific
              product. This limit is based on typical market rates of
              independent marketing service and wholesaling organizations. This
              practice also avoids possible deferral of costs in excess of
              amounts recoverable.

              The costs deferred 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 component 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.

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

                                                                                   1999          1998          1997
                                                                                ------------  ------------  ------------
                                                                                            (IN THOUSANDS)
<S>                                                                          <C>                  <C>           <C>
              Deferred policy acquisition costs, beginning of period
                                                                             $      9,142         6,774         3,321
              Commissions and expenses deferred                                     2,815         3,411         3,917
              Amortization                                                           (383)         (530)         (320)
              Deferred policy acquisition costs attributable to
                  unrealized depreciation (appreciation)                            3,519          (513)         (144)
                                                                                ------------  ------------  ------------

                    Deferred policy acquisition costs, end
                     of period                                               $     15,093         9,142         6,774
                                                                                ============  ============  ============

              Costs expensed that exceeded the established deferred
                  limit                                                      $        382           231            6
                                                                                ===========   ============ =============

</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
              date the Company was purchased by GALIC.

<PAGE>


                  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
                  single premium deferred annuity (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 5.5%, 4.9%, 4.5%, 4.2%, and
                  4.2% for the years ended December 31, 2000 through 2004,
                  respectively. Actual amortization incurred during these years
                  may be more or less as assumptions are modified to incorporate
                  actual results. The average crediting rate on the original
                  in-force PVFP asset is 6.4% for 1999, 1998 and 1997.

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

                                                                                    1999         1998         1997
                                                                                 ------------  ----------  ------------
                                                                                            (IN THOUSANDS)
<S>                                                                           <C>                 <C>            <C>
                  PVFP - beginning of period                                  $       854         900          1,178
                  Interest credited                                                    62          66             69
                  Amortization                                                       (103)       (120)           (82)
                  PVFP attributable to unrealized
                      depreciation (appreciation)                                     927           8           (265)
                                                                                 ------------  ----------  ------------
                         PVFP - end of period                                 $     1,740         854            900
                                                                                 ============  ==========  ============

</TABLE>
<PAGE>


                  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:

                                                                                  1999          1998          1997
                                                                               ------------  ------------  ------------
                                                                                           (IN THOUSANDS)

<S>                                                                          <C>                 <C>           <C>
                  Goodwill - beginning of period                             $     1,813         1,923         2,034
                  Amortization                                                      (111)         (110)         (111)
                  Experience adjustment to future purchase price
                      payable to OakRe                                               (71)           --            --
                                                                               ------------  ------------  ------------

                           Goodwill - end of period                          $     1,631         1,813         1,923
                                                                               ============  ============  ============
</TABLE>



                  Future Payable

                  Pursuant to the financial reinsurance agreement with OakRe,
                  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.

<PAGE>


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

                                                                                        1999        1998       1997
                                                                                      ----------  ---------- ----------
                                                                                               (IN THOUSANDS)
<S>                                                                                 <C>               <C>        <C>
                  Future payable - beginning of period                              $     342         565        683
                  Interest added                                                           20          29         41
                  Payment to Oak Re                                                      (119)       (252)      (159)
                  Experience adjustment to future purchase price payable
                      to OakRe                                                            (71)         --         --
                                                                                      ----------  ---------- ----------

                           Future payable - end of period                           $     172         342        565
                                                                                      ==========  ========== ==========
</TABLE>

              DEFERRED TAX ASSETS AND LIABILITIES

              Xerox Financial Services, Inc. (XFSI) (previous parent of the
              company) 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, 1999 was 5.96%.

              FUTURE POLICY BENEFITS

              Reserves are held for future 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 4.50% to 8.00%, 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.


<PAGE>

              OTHER INCOME

              Other income consists primarily of policy surrender charges.

              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.

              COMPREHENSIVE INCOME

              The Company reports and presents comprehensive income and its
              components in accordance with SFAS No. 130, Reporting
              Comprehensive Income. SFAS No. 130 has no impact on the Company's
              consolidated net income or shareholder's equity. The Company's
              only component of accumulated other comprehensive income relates
              to unrealized appreciation and depreciation on debt and equity
              securities held as available-for-sale.

              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.


<PAGE>

              The amortization of deferred policy 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, 1999.

              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.


<PAGE>

                  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, 1999 and 1998, the cash
                  surrender value of policyholder deposits was $4,058,740 and
                  $4,707,689, 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 parent GALIC, and the receivable from OakRe equal to
                  the SPDA obligations is guaranteed by OakRe's parent, XFSI.

              REINSURANCE

              Effective July 25, 1999, the Company entered into a modified
              coinsurance reinsurance agreement with Metropolitan Life Insurance
              Company (MetLife). Under the reinsurance agreement, the Company
              ceded life insurance and annuity business that was issued or
              renewed from July 25, 1999 through December 31, 1999 to MetLife
              amounting to $15 million. Net earnings to MetLife from that
              business are experience refunded to the Company. The agreement
              does not meet the conditions for reinsurance accounting under
              GAAP. In substance, the agreement represents a guarantee by
              MetLife of new business and renewed SPDA business during this
              period. There was no impact on the Company's financial statements
              resulting from the reinsurance transaction with MetLife.

              On June 1, 1995, when Cova Corporation purchased the Company, then
              known as Xerox Financial Life Insurance Company (XFLIC), from
              XFSI, a wholly owned subsidiary of Xerox Corporation, it entered
              into a financing reinsurance transaction with OakRe Life Insurance
              Company (OakRe), then a subsidiary of XFLIC, for OakRe to assume
              the economic benefits and risks of the existing SPDA deposits of
              XFLIC. Ownership of OakRe was retained by XFSI subsequent to the
              sale of XFLIC and other affiliates.


<PAGE>

              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.

              The financing reinsurance agreement entered into with OakRe as
              condition to the purchase of the Company does not meet the
              criteria for reinsurance accounting under GAAP. The net assets
              initially transferred to OakRe were established as a receivable
              and are subsequently increased as interest accrued on the
              underlying deposits and decrease as funds are transferred back to
              the Company when policies reach their crediting rate reset date or
              benefits are claimed. 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 mid-year 2000, and completely by mid-year
              2002. The liquidations transfer cash daily 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 since inception of the
              agreement.

              The impact of reinsurance on the December 31, 1999 financial
              statements is not considered material.

              RECENTLY ISSUED ACCOUNTING STANDARD

              SFAS No. 133, Accounting for Derivative Instruments and Hedging
              Activities, issued in June 1998, requires all derivative financial
              instruments to be recorded on the balance sheet at estimated fair
              value. The Company's present accounting policies applies 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.
              The 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.

              In June 1999, the FASB issued SFAS No. 137, Accounting for
              Derivative Instruments and Hedging Activities - Deferral of the
              Effective Date of SFAS No. 133. SFAS No. 137 defers for one year
              the effective date of Statement of SFAS No 133, Accounting for
              Derivative Instruments and Hedging Activities. The Company plans
              to adopt the provision of SFAS No. 133 effective January 1, 2001.
              At this time the Company does not believe it will have a material
              effect on the Company's consolidated financial position or results
              of operations.


<PAGE>

              OTHER

              Certain 1998 and 1997 amounts have been reclassified to conform to
              the 1999 presentation.

  (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, 1999 and 1998, are as follows:

<TABLE>
<CAPTION>
                                                                              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              $       1,702              19               --            1,721           1,721
           Corporate securities               76,444              30           (4,756)          71,718          71,718
           Mortgage-backed
              securities                       8,272               1             (202)           8,071           8,071
           Asset backed securities            15,272              --           (1,214)          14,058          14,058
                                         ---------------  --------------  --------------  --------------  --------------

             Total debt securities           101,690              50           (6,172)          95,568          95,568
             Mortgage loans (net)              5,439              --              (70)           5,369           5,439
             Policy loans                        938              --               --              938             938
                                         ---------------  --------------  --------------  --------------  --------------

               Total investments       $     108,067              50           (6,242)         101,875         101,945
                                         ===============  ==============  ==============  ==============  ==============

        Company's beneficial
           interest in separate
           accounts                    $           5             --              --                  5              5
                                         ===============  ==============  ==============  ==============  ==============

</TABLE>

<PAGE>


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

                          Notes to Financial Statements

                        December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>

                                                                              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. treasury securities    $         100               1               --              101            101
           Government agency
              obligations                      3,471              74               --            3,545          3,545
           Corporate securities               70,883           1,384             (406)          71,861         71,861
           Mortgage-backed
               securities                     11,789              87              (32)          11,844         11,844
           Asset-backed securities            12,985             349              (27)          13,307         13,307
                                         ---------------  --------------  --------------  --------------  --------------

             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>

        The amortized cost and estimated fair value of debt securities at
        December 31, 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>
                                                                            ESTIMATED
                                                           AMORTIZED           FAIR
                                                              COST            VALUE
                                                         ---------------  ---------------
                                                                 (IN THOUSANDS)
<S>                                                    <C>                       <C>
        Less than one year                             $         3,573            3,573
        Due after one year through five years                   33,093           31,752
        Due after five years through ten years                  39,035           35,583
        Due after ten years                                     17,717           16,589
        Mortgage-backed securities                               8,272            8,071
                                                         ---------------  ---------------

                 Total                                 $       101,690           95,568
                                                         ===============  ===============

</TABLE>


<PAGE>


        At December 31, 1999, approximately 94.2% of the Company's debt
        securities are investment grade or are nonrated but considered to be of
        investment grade. Of the 5.8% noninvestment grade debt securities, 5.7%
        are rated as BB or its equivalent, and 0.1% are rated B or its
        equivalent.

        The Company had one impaired debt security, which became nonincome
        producing in 1999. The Company had no impaired investments, and all debt
        securities were income producing in 1998

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

                                                                                  1999           1998          1997
                                                                               ------------  -------------  ------------
                                                                                            (IN THOUSANDS)
<S>                                                                         <C>                  <C>            <C>
        Income on debt securities                                           $      7,119         6,928          6,575
        Income on cash and cash equivalents                                          185           305            186
        Interest on mortgage loans                                                   401           308             32
        Income on policy loans                                                        82            92             83
        Miscellaneous interest                                                         1             2             --
                                                                               ------------  -------------  ------------

        Total investment income                                                    7,788         7,635          6,876

        Investment expenses                                                         (125)         (119)          (115)
                                                                               ------------  -------------  ------------

                 Net investment income                                      $      7,663         7,516          6,761
                                                                               ============  =============  ============

        Net realized capital (losses) gains -
            debt securities                                                 $       (452)          178            158
                                                                               ============  =============  ============

        Unrealized (depreciation) appreciation is as follows:
               Debt securities                                              $     (6,122)        1,430            633
               Short-term investments                                                 --            --              3
               Effects on deferred acquisition
                 costs amortization                                                2,793          (726)          (213)
               Effects on PVFP amortization                                          735          (192)          (200)
                                                                               ------------  -------------  ------------

               Unrealized (depreciation) appreciation
                 before income tax                                                (2,594)          512            223

               Unrealized income tax benefit (expense)                               908          (179)           (78)
                                                                               ------------  -------------  ------------

                 Net unrealized appreciation (depreciation) on
                   investments                                              $     (1,686)          333            145
                                                                               ============  =============  ============

</TABLE>


<PAGE>


        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1999 were $25,986,787. Gross gains of $165,919 and
        gross losses of $618,025 were realized on those sales. Included in these
        amounts were $25,816 of gross gains and $19,890 of gross losses realized
        on the sale of noninvestment grade securities. Net realized losses
        include a 1999 impairment adjustment totaling approximately $493,244
        related to one debt security held by the Company.

        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.

  (4)   SECURITY GREATER THAN 10% OF SHAREHOLDER'S EQUITY

        As of December 31, 1999 and 1998, the Company held the following
        individual mortgage loan which exceeded 10% of shareholder's equity:

<TABLE>
                                                    1999             1998
                                               ---------------  ---------------
<S>                                          <C>                    <C>
        Colonial Realty, at carrying value   $     1,998,296        1,997,287
                                               ===============  ===============

</TABLE>


<PAGE>


  (5)   COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
        The components of comprehensive income are as follows:

                                                                                    1999          1998         1997
                                                                                 ------------  ------------ ------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                 <C>           <C>
        Net income                                                             $        160        810           443
                                                                                 ------------  ------------ ------------

        Other comprehensive income (loss), before tax -
            Unrealized appreciation (depreciation) on
               Investments arising during period:
                 Unrealized (depreciation) appreciation
                     on investments                                                  (7,100)       616           472
                 Adjustment to deferred acquisition
                   costs attributable to unrealized
                   depreciation (appreciation)                                        3,308       (398)         (108)
                 Adjustment to PVFP attributable to
                   unrealized depreciation (appreciation)                               872          6          (198)
                                                                                 ------------  ------------ ------------

                       Total unrealized (depreciation) appreciation on
                          investments arising during period                          (2,920)       224           166
                                                                                 ------------  ------------ ------------

        Less reclassification adjustments for realized losses (gains) included
            in net income:
               Adjustment for losses (gains) included in
                 net realized (losses) gains on sales
                 of investments                                                         452       (178)         (158)
               Adjustment for (gains) losses included in
                 amortization of deferred acquisition costs                            (211)       115            36
               Adjustment for (gains) losses included in
                 amortization of PVFP                                                   (55)        (2)           67
                                                                                 ------------  ------------ ------------

                       Total reclassification adjustments for losses (gains)
                          included in net income                                        186        (65)          (55)
                                                                                 ------------  ------------ ------------

        Other comprehensive (loss) income, before related income tax
            (benefits) expense                                                       (3,106)       289           221

        Related income tax (benefit) expense                                         (1,087)       101            77
                                                                                 ------------  ------------ ------------

                       Other comprehensive (loss) income, net of tax                 (2,019)       188           144
                                                                                 ------------  ------------ ------------

                       Comprehensive (loss) income                             $     (1,859)       998           587
                                                                                 ============  ============ ============

</TABLE>


<PAGE>


  (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 1999, 1998, and 1997, the Company was allocated a
        portion of benefit costs including severance pay, accumulated vacations,
        and disability benefits. At December 31, 1999, 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.

  (7)   INCOME TAXES

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

                                                                                          1999        1998       1997
                                                                                        ----------  ---------  ---------
                                                                                                (IN THOUSANDS)
<S>                                                                                       <C>          <C>         <C>
        Statements of income:
            Operating income (excluding realized investment gains)                    $      179       215        250
            Realized investment gains                                                         15        62         55
                                                                                        ----------- ---------  ---------

                 Income tax expense included in the statements of
                   income                                                                    194       277        305

        Shareholder's equity - change in deferred federal income taxes
            related to unrealized (depreciation) appreciation on securities               (1,087)      101         77
                                                                                        ----------- ---------  ---------

                 Total income tax (benefit) expense                                   $     (893)      378        382
                                                                                        =========== =========  =========
</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:

                                                                1999                  1998                 1997
                                                        --------------------  --------------------  --------------------
                                                                                (IN THOUSANDS)
<S>                                                   <C>           <C>      <C>          <C>      <C>          <C>
        Computed expected tax expense                 $   124       35.0%    $  380       35.0%    $  262       35.0%
        Dividends received deduction - separate
            account                                      (115)     (32.5)      (150)     (13.9)        --         --
        Amortization of intangible assets                  39       11.0         39        3.6         39        5.2
        Valuation allowance for permanent
            impairments                                   173       48.9         --         --         --        --
        Other                                             (27)      (7.6)         8        0.8          4        0.5
                                                        --------  ----------  --------  ----------  --------  ----------
                   Total                              $   194       54.8%    $  277       25.5%    $  305       40.7%
                                                        ========  ==========  ========  ==========  ========  ==========


</TABLE>

<PAGE>


<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, 1999 and 1998 are as follows:

                                                                                                  1999         1998
                                                                                               ------------ ------------
                                                                                                    (IN THOUSANDS)
<S>                                                                                                <C>          <C>
        Deferred tax assets:
            Tax basis of intangible assets purchased                                         $       569          624
            Liability for commission on recaptures                                                    60          120
            Policy reserves                                                                        2,678        2,477
            DAC "Proxy Tax"                                                                        1,383        1,252
            Permanent impairments                                                                    173           --
            Unrealized depreciation in investments                                                   908           --
            Other deferred tax assets                                                                165         (359)
                                                                                               ------------ ------------

                   Total deferred tax assets                                                       5,936        4,114
            Valuation allowance                                                                     (173)           --
                                                                                               ------------ ------------
                   Total deferred tax assets, net of valuation allowance                           5,763        4,114
                                                                                               ------------ ------------

        Deferred tax liabilities:
            Unrealized appreciation in investments                                                    --          179
            PVFP                                                                                     226          150
            Deferred acquisition costs                                                             4,305        3,200
                                                                                               ------------ ------------

                   Total deferred tax liabilities                                                  4,531        3,529
                                                                                               ------------ ------------

                   Net deferred tax asset                                                    $     1,232          585
                                                                                               ============ ============
</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. As of
        December 31, 1999, the Company has provided a 100% valuation allowance
        against the deferred tax asset related to the permanent impairments.
<PAGE>


  (8)   RELATED-PARTY TRANSACTIONS

        On December 31, 1997, Cova Life Management Company (CLMC) and Navisys
        Incorporated (Navisys), both affiliated companies, purchased certain
        assets of Johnson & Higgins/Kirke Van Orsdel, Inc. (J&H/KVI), an
        unaffiliated Delaware corporation, for $2,500,000, and merged them into
        Cova Life Administrative Service Company (CLASC), a joint subsidiary of
        CLMC and Navisys. Navisys purchased 51% of CLASC, and the remaining 49%
        was purchased by CLMC. The purchased assets are the administrative and
        service systems and organization that provide the policy service
        functions for the Company's life and annuity products. On October 31,
        1999, CLMC purchased the remaining 51% interest in CLASC from Navisys
        for $1,184,414.

        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; Conning
        Asset Management, which provides investment advice; and CLASC, which
        provides underwriting, policy issuance, claims, and other policy
        administration functions. Additionally, a portion of overhead and other
        corporate expenses is allocated by the Company's parent, GALIC. Expenses
        and fees paid to affiliated companies in 1999, 1998, and 1997 by the
        Company were $2,496,782, $1,587,833, and $396,806, 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 at the date of purchase, and shareholder's equity to the net
        purchase price.
        Statutory accounting does not recognize the purchase method of
        accounting.



<PAGE>


<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:

                                                                                                  1999         1998
                                                                                               ------------ ------------
                                                                                                    (IN THOUSANDS)
<S>                                                                                          <C>               <C>
        Statutory capital and surplus                                                        $     9,826       10,411
        Reconciling items:
            Statutory asset valuation reserve                                                        827        1,078
            Statutory interest maintenance reserve                                                   187          190
            GAAP investment adjustments to fair value                                             (6,122)       1,430
            GAAP deferred policy acquisition costs                                                15,093        9,142
            GAAP basis policy reserves                                                            (4,480)      (4,670)
            GAAP deferred federal income taxes (net)                                               1,232          585
            GAAP guarantee assessment adjustment                                                  (1,100)      (1,000)
            GAAP goodwill                                                                          1,631        1,813
            GAAP present value of future profits                                                   1,740          854
            GAAP future purchase price payable                                                      (172)        (342)
            GAAP investment valuation reserves                                                       (40)         (10)
            Other                                                                                      8            8
                                                                                               ------------ ------------
                   GAAP shareholder's equity                                                 $    18,630       19,489
                                                                                               ============ ============

</TABLE>

        Statutory  net loss for the years  ended  December 31,  1999,  1998,
        and 1997 was  $1,478,513,  $142,046, and $461,118, 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 2000 will be $702,615, which is 10% of the
        Company's December 31, 1999 statutory surplus of $7,026,153.

        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,
        1999, the Company's Total Adjusted Capital and Authorized Control Level
        RBC were $10,653,128 and $1,705,480, 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
        1999, but for which assessments have not yet been determined or
        assessed, to a maximum generally of 1% of statutory premiums per annum.

        In November 1999, 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 $1.1 million in
        future assessments on insolvencies that occurred before December 31,
        1999. 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 $8,000, $33,505, and $460,167 in guaranty
        fund assessment in 1999, 1998, and 1997, 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 were not
        material.

(11)    SUBSEQUENT EVENT

        The purchase of GenAmerica Corporation and subsidiary, including the
        Company, by MetLife was completed on January 6, 2000. On that date also,
        the Company's modified coinsurance agreement with MetLife was suspended
        for subsequent new business.




<PAGE>

APPENDIX A--
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  .91%).  When
these costs are taken into account,  the net annual investment return rates (net
of an average of 1.46% for these charges) are  approximately  -1.46%,  4.54% and
10.54%. 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              6,300            3,886              2,164        250,000          2,997           1,276         250,000
      2             12,915            8,207              6,486        250,000          6,464           4,743         250,000
      3             19,861           12,383             10,662        250,000          9,779           8,057         250,000
      4             27,154           16,424             14,703        250,000         12,930          11,209         250,000
      5             34,811           20,339             18,618        250,000         15,904          14,183         250,000

      6             42,852           24,145             22,615        250,000         18,688          17,158         250,000
      7             51,295           27,842             26,694        250,000         21,271          20,124         250,000
      8             60,159           31,440             30,675        250,000         23,646          22,881         250,000
      9             69,467           34,930             34,548        250,000         25,804          25,421         250,000
     10             79,241           38,308             38,308        250,000         27,722          27,722         250,000

     15            135,945           56,981             56,981        250,000         36,594          36,594         250,000
     20            208,316           70,470             70,470        250,000         34,557          34,557         250,000
     25            300,681           78,166             78,166        250,000         12,889          12,889         250,000
     30            418,565           76,620             76,620        250,000              0               0               0


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              6,300            4,155              2,433        250,000          3,237           1,516         250,000
      2             12,915            9,018              7,297        250,000          7,165           5,444         250,000
      3             19,861           14,018             12,297        250,000         11,169           9,448         250,000
      4             27,154           19,173             17,452        250,000         15,243          13,552         250,000
      5             34,811           24,496             22,775        250,000         19,374          17,653         250,000

      6             42,852           30,013             28,483        250,000         23,555          22,025         250,000
      7             51,295           35,733             34,586        250,000         27,775          26,628         250,000
      8             60,159           41,677             40,912        250,000         32,034          31,269         250,000
      9             69,467           47,847             47,465        250,000         36,326          35,943         250,000
     10             79,241           54,250             54,250        250,000         40,634          40,634         250,000

     15            135,945           94,503             94,503        250,000         66,332          66,332         250,000
     20            208,316          142,918            142,918        250,000         91,070          91,070         250,000
     25            300,681          205,052            205,052        250,000        112,287         112,287         250,000
     30            418,565          287,712            287,721        302,107        122,549         122,549         250,000


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              6,300            4,424              2,703        250,000          3,479           1,758         250,000
      2             12,915            9,862              8,141        250,000          7,898           6,176         250,000
      3             19,861           15,789             14,068        250,000         12,681          10,959         250,000
      4             27,154           22,269             20,548        250,000         17,859          16,138         250,000
      5             34,811           29,369             27,648        250,000         23,463          21,742         250,000

      6             42,852           37,177             35,647        250,000         29,531          28,001         250,000
      7             51,295           45,770             44,622        250,000         36,108          34,960         250,000
      8             60,159           55,246             54,481        250,000         43,252          42,487         250,000
      9             69,467           65,696             65,313        250,000         51,028          50,645         250,000
     10             79,241           77,226             77,226        250,000         59,499          59,499         250,000

     15            135,945          161,294            161,294        250,000        121,018         121,018         250,000
     20            208,316          302,116            302,116        350,455        225,642         225,642         261,745
     25            300,681          536,532            536,532        574,090        405,112         405,112         433,470
     30            418,565          925,270            925,270        971,533        700,559         700,559         735,587


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              6,300            3,880              2,159        253,880          2,977           1,256         252,977
      2             12,915            8,187              6,465        258,187          6,405           4,684         256,405
      3             19,861           12,335             10,614        262,335          9,657           7,935         259,657
      4             27,154           16,335             14,614        266,335         12,720          10,999         262,720
      5             34,811           20,192             18,470        270,192         15,576          13,854         265,576

      6             42,852           23,923             22,393        273,923         18,209          16,679         268,209
      7             51,295           27,526             26,378        277,526         20,604          19,456         270,604
      8             60,159           31,010             30,245        281,010         22,751          21,986         272,751
      9             69,467           34,365             33,982        284,365         24,637          24,254         274,637
     10             79,241           37,581             37,581        287,581         26,235          26,235         276,235

     15            135,945           54,844             54,844        304,844         32,464          32,464         282,464
     20            208,316           64,905             64,905        314,905         25,697          25,697         275,697
     25            300,681           66,135             66,135        316,135              0               0               0
     30            418,565           53,865             53,865        303,865              0               0               0


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              6,300            4,149              2,427        254,149          3,216           1,495         253,216
      2             12,915            8,995              7,274        258,995          7,100           5,378         257,100
      3             19,861           13,963             12,242        263,963         11,029           9,308         261,029
      4             27,154           19,066             17,345        269,066         14,991          13,270         264,991
      5             34,811           24,314             22,592        274,314         18,965          17,244         268,965

      6             42,852           29,727             28,197        279,727         22,933          21,403         272,933
      7             51,295           35,311             34,163        285,311         26,874          25,727         276,874
      8             60,159           41,080             40,315        291,080         30,775          30,010         280,775
      9             69,467           47,029             46,646        297,029         34,615          34,232         284,615
     10             79,241           53,155             53,155        303,155         38,361          38,361         288,361

     15            135,945           90,612             90,612        340,612         58,527          58,527         308,527
     20            208,316          130,664            130,664        380,664         69,337          69,337         319,337
     25            300,681          171,937            171,937        421,937         59,365          59,365         309,365
     30            418,565          208,510            208,510        458,510          6,844           6,844         256,844


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              6,300            4,418              2,697        254,418          3,457           1,735         253,457
      2             12,915            9,837              8,116        259,837          7,825           6,104         257,825
      3             19,861           15,727             14,005        265,727         12,520          10,799         262,520
      4             27,154           22,143             20,422        272,143         17,560          15,839         267,560
      5             34,811           29,145             27,424        279,145         22,957          21,236         272,957

      6             42,852           36,812             35,282        286,812         28,731          27,201         278,731
      7             51,295           45,208             44,061        295,208         34,900          33,753         284,900
      8             60,159           54,420             53,655        304,420         41,494          40,729         291,494
      9             69,467           64,517             64,135        314,517         48,537          48,154         298,537
     10             79,241           75,584             75,584        325,584         56,046          56,046         306,046

     15            135,945          154,153            154,153        404,153        106,256         106,256         356,256
     20            208,316          276,475            276,475        526,475        172,836         172,836         422,836
     25            300,681          470,121            470,121        720,121        257,038         257,038         507,038
     30            418,565          774,857            774,857      1,024,857        351,249         351,249         601,249


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              6,300            3,886              2,164        250,000          2,997           1,276         250,000
      2             12,915            8,207              6,486        250,000          6,464           4,743         250,000
      3             19,861           12,383             10,662        250,000          9,779           8,057         250,000
      4             27,154           16,424             14,703        250,000         12,930          11,209         250,000
      5             34,811           20,339             18,618        250,000         15,904          14,183         250,000

      6             42,852           24,145             22,615        250,000         18,688          17,158         250,000
      7             51,295           27,842             26,694        250,000         21,271          20,124         250,000
      8             60,159           31,440             30,675        250,000         23,646          22,881         250,000
      9             69,467           34,930             34,548        250,000         25,804          25,421         250,000
     10             79,241           38,308             38,308        250,000         27,722          27,722         250,000

     15            135,945           56,981             56,981        250,000         36,594          36,594         250,000
     20            208,316           70,470             70,470        250,000         34,557          34,557         250,000
     25            300,681           78,166             78,166        250,000         12,899          12,899         250,000
     30            418,565           76,620             76,620        250,000              0               0               0


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              6,300            4,155              2,433        250,000          3,237           1,516         250,000
      2             12,915            9,018              7,297        250,000          7,165           5,444         250,000
      3             19,861           14,018             12,297        250,000         11,169           9,448         250,000
      4             27,154           19,173             17,452        250,000         15,243          13,522         250,000
      5             34,811           24,496             22,775        250,000         19,374          17,653         250,000

      6             42,852           30,013             28,483        250,000         23,555          22,025         250,000
      7             51,295           35,733             34,586        250,000         27,775          26,628         250,000
      8             60,159           41,677             40,912        250,000         32,034          31,269         250,000
      9             69,467           47,847             47,465        250,000         36,326          35,943         250,000
     10             79,241           54,250             54,250        250,000         40,634          40,634         250,000

     15            135,945           94,503             94,503        250,000         66,332          66,332         250,000
     20            208,316          142,918            142,918        250,000         91,070          91,070         250,000
     25            300,681          203,747            203,747        287,702        112,287         112,287         250,000
     30            418,565          275,764            275,764        358,314        122,549         122,549         250,000


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              6,300            4,424              2,703        250,000          3,479           1,758         250,000
      2             12,915            9,862              8,141        250,000          7,898           6,176         250,000
      3             19,861           15,789             14,068        250,000         12,681          10,959         250,000
      4             27,154           22,269             20,548        250,000         17,859          16,138         250,000
      5             34,811           29,369             27,648        250,000         23,463          21,742         250,000

      6             42,852           37,177             35,647        250,000         29,531          28,001         250,000
      7             51,295           45,770             44,622        250,000         36,108          34,960         250,000
      8             60,159           55,246             54,481        250,000         43,252          42,487         250,000
      9             69,467           65,696             65,313        250,000         51,028          50,645         250,000
     10             79,241           77,226             77,226        250,000         59,499          59,499         250,000

     15            135,945          161,146            161,146        284,331        121,012         121,018         250,000
     20            208,316          295,516            295,516        462,699        220,189         220,189         344,756
     25            300,681          509,426            509,426        719,335        367,576         367,576         519,036
     30            418,565          845,005            845,005      1,097,957        577,576         577,576         750,473


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              9,450            5,731              2,840        250,000          3,169             278         250,000
      2             19,373           12,053              9,162        250,000          6,890           3,999         250,000
      3             29,791           18,034             15,142        250,000         10,258           7,367         250,000
      4             40,731           23,784             20,893        250,000         13,235          10,344         250,000
      5             52,217           29,272             26,381        250,000         15,779          12,888         250,000

      6             64,278           34,643             32,073        250,000         17,853          15,283         250,000
      7             76,942           39,824             37,897        250,000         19,425          17,498         250,000
      8             90,239           44,804             43,519        250,000         20,456          19,171         250,000
      9            104,201           49,590             48,948        250,000         20,905          20,262         250,000
     10            118,861           54,121             54,121        250,000         20,711          20,711         250,000

     15            203,917           78,955             78,955        250,000         12,308          12,308         250,000
     20            312,473           91,945             91,945        250,000              0               0               0
     25            451,021           92,871             92,871        250,000              0               0               0
     30            627,847           71,408             71,408        250,000              0               0               0


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              9,450            6,130              3,239        250,000          3,486             595         250,000
      2             19,373           13,254             10,362        250,000          7,772           4,881         250,000
      3             29,791           20,449             17,558        250,000         11,957           9,066         250,000
      4             40,731           27,832             24,941        250,000         15,997          13,105         250,000
      5             52,217           35,380             32,489        250,000         19,845          16,953         250,000

      6             64,278           43,248             40,678        250,000         23,458          20,888         250,000
      7             76,942           51,383             49,455        250,000         26,800          24,872         250,000
      8             90,239           59,788             58,503        250,000         29,824          28,539         250,000
      9            104,201           68,494             67,852        250,000         32,483          31,841         250,000
     10            118,861           77,464             77,464        250,000         34,712          34,712         250,000

     15            203,917          134,708            134,708        250,000         42,665          42,665         250,000
     20            312,473          205,115            205,115        250,000         17,382          17,382         250,000
     25            451,021          302,603            302,603        317,733              0               0               0
     30            627,847          422,536            422,536        443,663              0               0               0


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              9,450            6,529              3,638        250,000          3,806             915         250,000
      2             19,373           14,504             11,613        250,000          8,698           5,807         250,000
      3             29,791           23,067             20,175        250,000         13,815          10,923         250,000
      4             40,731           32,397             29,506        250,000         19,147          16,256         250,000
      5             52,217           42,553             39,661        250,000         24,690          21,799         250,000

      6             64,278           53,775             51,205        250,000         30,445          27,875         250,000
      7             76,942           66,121             64,194        250,000         36,431          34,503         250,000
      8             90,239           79,715             78,430        250,000         42,664          41,379         250,000
      9            104,201           94,721             94,079        250,000         49,172          48,530         250,000
     10            118,861          111,272            111,272        250,000         55,981          55,981         250,000

     15            203,917          235,127            235,127        251,586        104,448         104,448         250,000
     20            312,473          444,341            444,341        466,558        181,717         181,717         250,000
     25            451,021          788,822            788,822        828,263        342,424         342,424         359,546
     30            627,847        1,347,291          1,347,291      1,414,656        601,688         601,688         631,772


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              9,450            5,718              2,827        255,718          3,101             210         253,101
      2             19,373           12,002              9,111        262,002          6,695           3,804         256,695
      3             29,791           17,906             15,015        267,906          9,870           6,979         259,870
      4             40,731           23,539             20,648        273,539         12,582           9,690         262,582
      5             52,217           28,856             25,964        278,856         14,781          11,890         264,781

      6             64,278           34,014             31,444        284,014         16,427          13,857         266,427
      7             76,942           38,927             36,999        288,927         17,488          15,560         267,488
      8             90,239           43,570             42,285        293,570         17,925          16,640         267,925
      9            104,201           47,947             47,304        297,947         17,702          17,060         267,702
     10            118,861           51,971             51,971        301,971         16,772          16,772         266,772

     15            203,917           72,010             72,010        322,010          3,818           3,818         253,818
     20            312,473           72,624             72,624        322,624              0               0               0
     25            451,021           52,615             52,615        302,615              0               0               0
     30            627,847            2,552              2,552        252,552              0               0               0


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              9,450            6,116              3,224        256,116          3,413             522         253,413
      2             19,373           13,198             10,307        263,198          7,555           4,664         257,555
      3             29,791           20,304             17,413        270,304         11,507           8,616         261,507
      4             40,731           27,541             24,650        277,541         15,207          12,316         265,207
      5             52,217           34,865             31,974        284,865         18,588          15,697         268,588

      6             64,278           42,439             39,869        292,439         21,583          19,013         271,583
      7             76,942           50,180             48,253        300,180         24,135          22,207         274,135
      8             90,239           58,069             56,784        308,069         26,175          24,890         276,175
      9            104,201           66,111             65,469        316,111         27,633          26,991         277,633
     10            118,861           74,220             74,220        324,220         28,422          28,422         278,422

     15            203,917          121,994            121,994        371,994         23,912          23,912         273,912
     20            312,473          161,070            161,070        411,070              0               0               0
     25            451,021          186,927            186,927        436,927              0               0               0
     30            627,847          183,446            183,446        433,446              0               0               0


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              9,450            6,514              3,623        256,514          3,728             837         253,728
      2             19,373           14,443             11,552        264,443          8,458           5,567         258,458
      3             29,791           22,901             20,010        272,901         13,298          10,406         263,298
      4             40,731           32,052             29,161        282,052         18,202          15,311         268,202
      5             52,217           41,920             39,028        291,920         23,120          20,229         273,120

      6             64,278           52,741             50,171        302,741         28,002          25,432         278,002
      7             76,942           64,522             62,595        314,522         32,801          30,873         282,801
      8             90,239           77,334             76,049        327,334         37,458          36,173         287,458
      9            104,201           91,285             90,642        341,285         41,911          41,268         291,911
     10            118,861          106,399            106,399        356,399         46,075          46,075         296,075

     15            203,917          211,680            211,680        461,680         64,995          64,995         314,995
     20            312,473          362,217            362,217        612,217         50,448          50,448         300,448
     25            451,021          586,718            586,718        836,718              0               0               0
     30            627,847          919,061            919,061      1,169,061              0               0               0


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              9,450            5,731              2,840        250,000          3,169             278         250,000
      2             19,373           12,053              9,162        250,000          6,890           3,999         250,000
      3             29,791           18,034             15,142        250,000         10,258           7,367         250,000
      4             40,731           23,784             20,893        250,000         13,235          10,344         250,000
      5             52,217           29,272             26,381        250,000         15,779          12,888         250,000

      6             64,278           34,643             32,073        250,000         17,853          15,283         250,000
      7             76,942           39,824             37,897        250,000         19,425          17,498         250,000
      8             90,239           44,804             43,519        250,000         20,456          19,171         250,000
      9            104,201           49,590             48,948        250,000         20,905          20,262         250,000
     10            118,861           54,121             54,121        250,000         20,711          20,711         250,000

     15            203,917           78,955             78,955        250,000         12,308          12,308         250,000
     20            312,473           91,945             91,945        250,000              0               0               0
     25            451,021           92,871             92,871        250,000              0               0               0
     30            627,847           71,408             71,408        250,000              0               0               0


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              9,450            6,130              3,239        250,000          3,486             595         250,000
      2             19,373           13,254             10,362        250,000          7,772           4,881         250,000
      3             29,791           20,449             17,558        250,000         11,957           9,066         250,000
      4             40,731           27,832             24,941        250,000         15,997          13,105         250,000
      5             52,217           35,380             32,489        250,000         19,845          16,953         250,000

      6             64,278           43,248             40,678        250,000         23,458          20,888         250,000
      7             76,942           51,383             49,455        250,000         26,800          24,872         250,000
      8             90,239           59,788             58,503        250,000         29,824          28,539         250,000
      9            104,201           68,494             67,852        250,000         32,483          31,841         250,000
     10            118,861           77,464             77,464        250,000         34,712          34,712         250,000

     15            203,917          134,708            134,708        250,000         42,665          42,665         250,000
     20            312,473          204,687            204,687        265,959         17,382          17,382         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


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX A--
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%

<TABLE>
<CAPTION>


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**
                                                ----------------                               --------------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
      1              9,450            6,529              3,638        250,000          3,806             915         250,000
      2             19,373           14,504             11,613        250,000          8,698           5,807         250,000
      3             29,791           23,067             20,175        250,000         13,815          10,923         250,000
      4             40,731           32,397             29,506        250,000         19,147          16,256         250,000
      5             52,217           42,553             39,661        250,000         24,690          21,799         250,000

      6             64,278           53,775             51,205        250,000         30,445          27,875         250,000
      7             76,942           66,121             64,194        250,000         36,431          34,503         250,000
      8             90,239           79,715             78,430        250,000         42,664          41,379         250,000
      9            104,201           94,721             94,079        250,000         49,172          48,530         250,000
     10            118,861          111,272            111,272        250,000         55,981          55,981         250,000

     15            203,917          233,367            233,367        329,526        104,448         104,448         250,000
     20            312,473          424,216            424,216        551,205        181,717         181,717         250,000
     25            451,021          723,355            723,355        878,977        316,109         316,109         384,117
     30            627,847        1,185,926          1,185,926      1,370,574        502,676         502,676         580,942


</TABLE>

<PAGE>


* These values reflect investment results using current cost of insurance rates.

** These values reflect  investment  results using  guaranteed cost of insurance
rates.

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,  Cash Value and Cash  Surrender  Value for a Contract 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.



<PAGE>




APPENDIX B
PARTICIPATING INVESTMENT FUNDS
Below are the investment  objectives and strategies of each investment portfolio
available  under the  contract.  The fund  prospectuses  contain  more  complete
information  including a description  of the  investment  objectives,  policies,
restrictions and risks. THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVES
WILL BE ACHIEVED.



<PAGE>


AIM VARIABLE INSURANCE FUNDS:

AIM Variable  Insurance Funds is a mutual fund with multiple  portfolios.  A I M
Advisors,  Inc.  is the  investment  adviser to each  portfolio.  The  following
portfolios are available under the contract:


AIM V.I. Capital Appreciation Fund
Investment  Objective:  The  Fund's  investment  objective  is growth of capital
through  investment in common stocks,  with emphasis on medium- and  small-sized
companies.  The portfolio managers focus on companies they believe are likely to
benefit from new or innovative products,  services or processes as well as those
that have  experienced  above-average,  long-term  growth in  earnings  and have
excellent prospects for future growth.


AIM V.I. International Equity Fund
Investment  Objective:  The Fund's investment  objective is to achieve long-term
growth of capital by  investing  in a  diversified  portfolio  of  international
equity securities whose issuers are considered to have strong earnings momentum.


AIM V.I. Value Fund
Investment  Objective:  The Fund's investment  objective is to achieve long-term
growth of capital by  investing  primarily  in equity  securities  judged by the
Fund's investment advisor to be undervalued relative to the investment advisor's
appraisal  of the current or  projected  earnings of the  companies  issuing the
securities,  or  relative  to  current  market  values  of  assets  owned by the
companies  issuing the  securities or relative to the equity  market  generally.
Income is a secondary objective.


ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.:

Alliance  Variable  Products  Series Fund,  Inc. is a mutual fund with  multiple
portfolios.  Alliance Capital  Management L.P. is the investment adviser to each
portfolio. The following portfolios are available under the contract:


Premier Growth Portfolio (Class A)
Investment Objective:  The Portfolio's investment objective is growth of capital
by pursuing aggressive  investment policies.  The Portfolio invests primarily in
equity securities of U.S.  companies.  Normally,  the Portfolio invests in about
40-50  companies,  with the 25 most highly regarded of these  companies  usually
constituting approximately 70% of the Portfolio's net assets.




Real Estate Investment Portfolio (Class A)
Investment Objective:  The Portfolio's investment objective is total return from
long-term growth of capital and income  principally  through investing in equity
securities  of companies  that are  primarily  engaged in or related to the real
estate industry.


COVA SERIES TRUST:

Cova  Series  Trust is managed by Cova  Investment  Advisory  Corporation  (Cova
Advisory),  which is an  affiliate  of Cova.  Cova Series Trust is a mutual fund
with  multiple  portfolios.  Cova Advisory has engaged  sub-advisers  to provide
investment  advice  for the  individual  investment  portfolios.  The  following
portfolios are available under the contract:


Portfolios Managed by J. P. Morgan
Investment Management Inc.:

International Equity Portfolio
Investment Objective: The International Equity Portfolio seeks to provide a high
total return from a portfolio of equity securities of foreign corporations.


Large Cap Stock Portfolio
Investment  Objective:  The Large Cap Stock Portfolio seeks to provide long-term
growth of capital and income.


Quality Bond Portfolio
Investment  Objective:  The Quality Bond Portfolio seeks to provide a high total
return consistent with moderate risk of capital and maintenance of liquidity.


Select Equity Portfolio
Investment  Objective:  The Select Equity  Portfolio seeks to provide  long-term
growth of capital and income.


Small Cap Stock Portfolio
Investment  Objective:  The Small Cap Stock  Portfolio  seeks to  provide a high
total return from a portfolio of equity securities of small companies.




<PAGE>



Portfolios Managed by Lord, Abbett & Co.:

Bond Debenture Portfolio
Investment Objective: The Bond Debenture Portfolio seeks to provide high current
income and the  opportunity  for  capital  appreciation  to produce a high total
return.


Developing Growth Portfolio
Investment Objective:  The Developing Growth Portfolio seeks long-term growth of
capital  through a  diversified  and  actively-managed  portfolio  consisting of
developing growth companies, many of which are traded over the counter.


Large Cap Research Portfolio
Investment  Objective:  The Large Cap Research Portfolio seeks growth of capital
and growth of income consistent with reasonable risk.


Lord Abbett Growth and Income Portfolio
Investment  Objective:  The Lord  Abbett  Growth and Income  Portfolio  seeks to
achieve long-term growth of capital and income without excessive  fluctuation in
market value.


Mid-Cap Value Portfolio
Investment  Objective:  The Mid-Cap Value Portfolio  seeks capital  appreciation
through  investments,  primarily in equity securities,  which are believed to be
undervalued in the marketplace.


FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, CLASS 1 SHARES:

Franklin  Templeton  Variable  Insurance  Products  Trust is a mutual  fund with
multiple portfolios.  Effective May 1, 2000 the portfolios of Templeton Variable
Products Series Fund were merged into similar  portfolios of Franklin  Templeton
Variable  Insurance  Products  Trust.  Each portfolio has two classes of shares:
Class 1 and Class 2. The portfolios  available in connection  with your contract
are Class 1 shares.  Franklin  Advisers,  Inc. is the investment adviser for the
Franklin Small Cap Fund, Franklin Mutual Advisers, LLC is the investment adviser
for the Mutual Shares Securities Fund, Templeton Investment Counsel, Inc. is the
investment  adviser  for  the  Templeton  International   Securities  Fund,  and
Templeton  Asset  Management  Ltd. is the  investment  adviser for the Templeton
Developing Markets Securities Fund. The following portfolios are available under
the contract:


Mutual Shares Securities Fund (the surviving fund
of the merger with Mutual Shares Investments Fund)
Investment  Objective and Principal  Investments:  The Fund's  principal goal is
capital  appreciation.  Its  secondary  goal  is  income.  Under  normal  market
conditions,  the Fund will  invest  at least  65% of its total  assets in equity
securities of companies that the manager believes are available at market prices
less  than  their  value  based on  certain  recognized  or  objective  criteria
(intrinsic value).


Franklin  Small Cap Fund (the  surviving  fund of the merger with Franklin Small
Cap Investments Fund)
Investment  Objective and Principal  Investments:  The Fund's investment goal is
long-term capital growth.  Under normal market conditions,  the Fund will invest
at  least  65%  of  its  total  assets  in  equity   securities  of  U.S.  small
capitalization (small cap) growth companies.


Templeton International Securities Fund
(formerly, Templeton International Fund)
Investment  Objective and Principal  Investments:  The Fund's investment goal is
long-term capital growth.  Under normal market conditions,  the Fund will invest
at least 65% of its total assets in the equity  securities of companies  located
outside the U.S., including in emerging markets.


Templeton Developing Markets Securities Fund
(formerly, Templeton Developing Markets Fund)
Investment   Objective:   The  Fund's   investment  goal  is  long-term  capital
appreciation.  Under normal market conditions, the Fund will invest at least 65%
of its total assets in emerging market equity securities. Emerging market equity
securities generally include equity securities that trade in emerging markets or
are issued by companies that derive revenue from goods or services produced,  or
that have their principal activities or assets in, emerging market countries.


GENERAL AMERICAN CAPITAL COMPANY:

General American Capital Company is a mutual fund with multiple portfolios. Each
portfolio  is  managed  by  Conning  Asset  Management  Company.  The  following
portfolio is available under the contract:


Money Market Fund
Investment Objective: The Money Market Fund's investment objective is to provide
investors  with  current  income  while   preserving   capital  and  maintaining
liquidity.  The Fund seeks to achieve this  objective by investing  primarily in
high-quality, short-term money market instruments. The Fund purchases securities
that meet the quality, maturity, and diversification  requirements applicable to
money market funds.


GOLDMAN SACHS VARIABLE INSURANCE TRUST:

Goldman  Sachs  Variable   Insurance  Trust  is  a  mutual  fund  with  multiple
portfolios.  Goldman Sachs Asset Management, a unit of the Investment Management
Division of  Goldman,  Sachs & Co.,  is the  investment  adviser for the Goldman
Sachs VIT Growth and Income Fund and Goldman Sachs VIT Internet  Tollkeeper Fund
and Goldman Sachs Asset Management  International is the investment  adviser for
the Goldman Sachs VIT International Equity Fund and the Goldman Sachs VIT Global
Income Fund. The following portfolios are available under the contract:


Goldman Sachs VIT Global Income Fund
Investment  Objective:  The Fund seeks a high total return,  emphasizing current
income,   and,  to  a  lesser  extent,   providing   opportunities  for  capital
appreciation.  The  Fund  invests  primarily  in a  portfolio  of  high  quality
fixed-income securities of U.S. and foreign issuers and enters into transactions
in foreign currencies.


Goldman Sachs VIT Internet Tollkeeper Fund
Investment  Objective:  The Fund seeks long-term growth of capital by investing,
under  normal  circumstances,  at  least  90%  of its  total  assets  in  equity
securities  and at  least  65% of its  total  assets  in  equity  securities  of
"Internet   Tollkeeper"   companies,   which  are   companies   in  the   media,
telecommunications,  technology  and  Internet  sectors  which  provide  access,
infrastructure, content and services to Internet companies and Internet users.


Goldman Sachs VIT Growth and Income Fund
Investment  Objective:  The Fund seeks long-term growth of capital and growth of
income by investing in large  capitalization U.S. stocks that are believed to be
undervalued or undiscovered in the marketplace.


Goldman Sachs VIT International Equity Fund
Investment Objective: The Fund seeks long-term capital appreciation by investing
primarily in equity securities of companies  organized outside the United States
or whose securities are principally  traded outside the United States.  The Fund
intends to invest in companies with public stock market capitalizations that are
larger than $1 billion at the time of investment.


KEMPER VARIABLE SERIES:

Kemper Variable Series is a mutual fund with multiple portfolios. Scudder Kemper
Investments, Inc. is the investment adviser for the Kemper Government Securities
Portfolio,  the Kemper Small Cap Growth Portfolio and the Kemper Small Cap Value
Portfolio. The following portfolios are available under the contract:


Kemper Government Securities Portfolio
Investment  Objective:  Kemper  Government  Securities seeks high current return
consistent with preservation of capital.  The Portfolio pursues its objective by
investing at least 65% of its total  assets in U.S.  Government  securities  and
repurchase agreements of U.S. Government securities.


Kemper Small Cap Growth Portfolio
Investment   Objective:   Kemper  Small  Cap  Growth   Portfolio  seeks  maximum
appreciation  of  investors'  capital.  The  Portfolio  pursues its objective by
investing  at least  65% of its  total  assets  in small  capitalization  stocks
similar in size to those  companies  comprising the Russell 2000 Index.  Many of
these  companies  would be in the  early  stages  of their  life  cycle.  Equity
securities in which the Portfolio  invests  consist  primarily of common stocks,
but may include convertible securities, including warrants and rights.


Kemper Small Cap Value Portfolio
Investment  Objective:  Kemper Small Cap Value Portfolio seeks long-term capital
appreciation.  The  Portfolio  pursues its  investment  objective  by  investing
primarily  in a  diversified  portfolio  of the stocks of small U.S.  companies,
which are those similar in size to those  comprising  the Russell 2000 Index and
that the  investment  manager  believes to be  undervalued.  Under normal market
conditions,  the  Portfolio  invests  at  least  65%  of  its  assets  in  small
capitalization  stocks  similar in size to those  comprising  the  Russell  2000
Index.


LIBERTY VARIABLE INVESTMENT TRUST:

Liberty  Variable  Investment  Trust is a mutual fund with multiple  portfolios.
Liberty Advisory Services Corp.  (LASC) is the investment  manager to the Trust.
LASC has  engaged  Newport  Fund  Management,  Inc.  as  sub-adviser  to provide
investment  advice for the Newport Tiger Fund,  Variable  Series.  The following
portfolio is available under the contract:


Newport Tiger Fund, Variable Series
Investment  Objective:  The Fund seeks  long-term  capital  appreciation.  Under
normal  market  conditions,  the Fund  invests  primarily in stocks of companies
located in the nine Tiger  countries of Asia.  The Tigers of Asia are Hong Kong,
Singapore,  South Korea, Taiwan,  Malaysia,  Thailand,  Indonesia,  The People's
Republic of China and the Philippines.  The Fund typically  invests in stocks of
larger, well-established companies.


MFS VARIABLE INSURANCE TRUST:

MFS  Variable  Insurance  Trust  is a  mutual  fund  with  multiple  portfolios.
Massachusetts  Financial  Services  Company  is the  investment  adviser to each
portfolio. The following portfolios are available under the contract:


MFS Emerging Growth Series
Investment  Objective:  The Series' investment  objective is long term growth of
capital. The Series invests, under normal market conditions, at least 65% of its
total  assets in  common  stocks  and  related  securities  of  emerging  growth
companies.


MFS Global Governments Series
Investment Objective:  The Series' investment objective is to provide income and
capital  appreciation.   The  Series  invests  primarily  in  U.S.  and  foreign
government securities.


MFS Growth With Income Series
Investment Objective:  The Series' investment objective is to provide reasonable
current income and long-term  growth of capital and income.  The Series invests,
under  normal  market  conditions,  at least 65% of its  total  assets in common
stocks and related securities.




<PAGE>



MFS High Income Series
Investment  Objective:  The  Series'  investment  objective  is to provide  high
current income by investing  primarily in a professionally  managed  diversified
portfolio of fixed income securities, some of which may involve equity features.
The Series invests,  under normal market  conditions,  at least 80% of its total
assets in high yield fixed income  securities  which  generally  are lower rated
bonds  commonly known as junk bonds.  Junk bonds are subject to a  substantially
higher degree of risk than higher rated bonds.


MFS Research Series
Investment  Objective:  The Series' investment  objective is long-term growth of
capital and future income.  The Series invests,  under normal market conditions,
at least 80% of its total assets in common stocks and related  securities,  such
as preferred stocks, convertible securities and depositary receipts.


OPPENHEIMER VARIABLE ACCOUNT FUNDS:

Oppenheimer  Variable  Account Funds is a mutual fund with multiple  portfolios.
OppenheimerFunds,  Inc.  is  the  investment  adviser  to  each  portfolio.  The
following portfolios are available under the contract:


Oppenheimer Bond Fund/VA
Investment  Objective:  The  Fund's  main  objective  is to seek a high level of
current income. As a secondary  objective,  the Fund seeks capital  appreciation
when consistent with its primary objective.  Normally, the Fund invests at least
65% of its total assets in  investment-grade  debt securities,  U.S.  Government
securities and money market instruments.


Oppenheimer Capital Appreciation Fund/VA
Investment  Objective:  The Fund seeks  capital  appreciation  by  investing  in
securities  of  well-known  established  companies.  The Fund invests  mainly in
common stocks of established and well-known U.S. companies.


Oppenheimer High Income Fund/VA
Investment  Objective:  The Fund  seeks a high  level  of  current  income  from
investment in high-yield fixed income  securities.  The Fund invests mainly in a
variety of high-yield fixed-income securities of domestic and foreign issuers.


Oppenheimer Main Street Growth & Income Fund/VA
Investment  Objective:  The Fund's objective is to seek high total return (which
includes  growth in the  value of its  shares as well as  current  income)  from
equity and debt  securities.  The Fund invests  mainly in common  stocks of U.S.
companies,  and can also invest in other  equity  securities  such as  preferred
stocks and securities convertible into common stocks.


Oppenheimer Strategic Bond Fund/VA
Investment  Objective:  The Fund seeks a high level of current income.  The Fund
invests mainly in debt  securities of issuers in three market  sectors:  foreign
governments and companies, U.S. government securities and lower-grade high-yield
securities of U.S. companies.


PUTNAM VARIABLE TRUST:

Putnam  Variable  Trust  is a  mutual  fund  with  multiple  portfolios.  Putnam
Investment  Management,  Inc. is the investment  adviser to each portfolio.  The
following portfolios are available under the contract:


Putnam VT Growth and Income Fund - Class IA Shares
Investment Objective: The Fund seeks capital growth and current income.


Putnam VT International Growth Fund - Class IA Shares Investment Objective:  The
Fund seeks capital appreciation.


Putnam VT International New Opportunities
Fund - Class IA Shares
Investment Objective: The Fund seeks long-term capital appreciation.


Putnam VT New Value Fund - Class IA Shares
Investment Objective: The Fund seeks long-term capital appreciation.


Putnam VT Vista Fund - Class IA Shares
Investment Objective: The Fund seeks capital appreciation


                                  [back cover]

                                      COVA
                               A MetLife(R) Company




                         Marketing and Executive Office
                           One Tower Lane, Suite 3000
                        Oakbrook Terrace, IL 60181-4644
                                  800-523-1661




                           Variable Life Service Office
                                  P.O. Box 66757
                              St. Louis, MO 63166-6757
                                  800-357-4419








CC-4278 (5/00)          Policy Form Series CCP00104      21-CVUL-CASL (5/00)


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