COVA VARIABLE LIFE ACCOUNT FIVE
485BPOS, 2000-05-01
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                                                      Registration No. 333-83183
 -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        POST-EFFECTIVE AMENDMENT NO. 1 TO

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2

A.  Cova  Variable  Life  Account  Five
    (Exact  Name  of  Trust)

B.  Cova  Financial Life  Insurance  Company
    (Name  of  Depositor)

C.  4100 Newport Place Drive, Suite 840
    Newport Beach, CA 92600
    (Complete  address  of  depositor's  principal  executive  offices)

D.  Name  and  complete  address  of  agent  for  service:
    Lorry  J.  Stensrud,  President
    Cova  Financial Life  Insurance  Company
    One  Tower  Lane,  Suite  3000
    Oakbrook  Terrace,  Illinois  60181-4644
    (800)  523-1661

    Copies  to:

    Judith A. Hasenauer                and Bernard J. Spaulding
    Blazzard, Grodd & Hasenauer, P.C.      Senior Vice President, General
    P.O. Box 5108                          Counsel and Secretary
    Westport, CT 06881                     Cova Financial Life Insurance
    (203) 226-7866                         Company
                                           One Tower Lane, Suite 3000
                                           Oakbrook Terrace, IL 60181-4644


It is proposed that this filing will become effective:

     _____ immediately upon filing pursuant to paragraph (b) of Rule 485
     __X__ on May 1, 2000 pursuant to paragraph (b) of Rule 485
     _____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____ on (date) pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following:

     ____ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.


E.  Flexible Premium Variable Life Insurance Policy
    (Title and amount of  securities  being  registered)

F.  Proposed  maximum  aggregate  offering  price  to  the  public  of the
    securities  being  registered:

    Continuous  offering

G.  Amount  of  Filing  Fee:  Not  Applicable



                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

N-8B-2 Item   Caption in Prospectus
- ------------  ------------------------------
1             The Variable Insurance Policy

2             Other Information; The Company

3             Not Applicable

4             Other Information

5             The Separate Account

6(a)          Not Applicable
 (b)          Not Applicable

7             Not Applicable

8             Not Applicable

9             Legal Proceedings

10            Purchases

11            Investment Options; Appendix B

12            Investment Options; Appendix B

13            Expenses

14            Purchases

15            Purchases

16            Investment Options; Appendix B

17            Access to Your Money

18            Access to Your Money

19            Reports to Owners

20            Not Applicable

21            Access to Your Money

22            Not Applicable

23            Not Applicable

24            Ownership

25            The Company

26            Expenses

27            The Company

28            The Company

29            The Company

30            The Company

31            Not Applicable

32            Not Applicable

33            Not Applicable

34            Not Applicable

35            Cova; Other Information

36            Not Applicable

37            Not Applicable

38            Other Information

39            Other Information

40            Not Applicable

41            Not Applicable

42            Not Applicable

43            Not Applicable

44            Purchases

45            Other Information

46            Access to Your Money

47            Not Applicable

48            Not Applicable

49            Not Applicable

50            Not Applicable

51            Cova; Purchases

52            Investment Options; Appendix B

53            The Separate Account

54            Not Applicable

55            Not Applicable

56            Not Applicable

57            Not Applicable

58            Not Applicable

59            Financial Statements

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

                                EXPLANATORY NOTE

This  Registration  Statement  contains two versions  (Version A and Version B)
of the  Prospectus.  The only differences between the two versions are the
underlying  investment  options and the  Illustrations. Other versions of
Version A may be created in the future. The  distribution  system for each
version of the Prospectus is different.  The Prospectuses  will be filed with
the Commission pursuant to Rule 497 under the Securities Act of 1933. The
Registrant undertakes  to  update  this   Explanatory   Note,   as  needed,
each  time  a Post-Effective Amendment is filed.

- ----------------------------------------------------------------------
                     PROSPECTUS - VERSION A

                                 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  __
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.</R.

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)

     Advisor: Templeton Global Advisors Limited
         Templeton Growth Securities Fund (the surviving fund of the
         merger with Templeton Stock 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  (not currently
          available)
     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 Variable Insurance Trust:

     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



Variable Insurance Products Fund:
     Advisor: Fidelity Management & Research Company
         VIP Growth Portfolio
         VIP Equity-Income Portfolio

Variable Insurance Products Fund II:
     Advisor: Fidelity Management & Research Company
         VIP II Contrafund(R) Portfolio

Variable Insurance Products Fund III:
     Advisor: Fidelity Management & Research Company
         VIP III Growth Opportunities Portfolio
         VIP III Growth & Income Portfolio


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



TABLE OF CONTENTS                                         Page

 SPECIAL TERMS

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

PART I

  1. THE VARIABLE LIFE INSURANCE POLICY

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

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

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

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

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

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

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

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

APPENDIX A - Illustration of Policy Values

APPENDIX B - Participating Investment Funds


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



SUMMARY

1. THE VARIABLE LIFE INSURANCE POLICY

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

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

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

o    the frequency and amount of premium payments can vary;

o    you can choose between death benefit options; and

o    you can change the amount of insurance coverage.

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

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

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



2. PURCHASES

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

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



3. INVESTMENT CHOICES

You can put your money in our General Account or in any or all of the Investment
Funds.  However, you can only put your money in up to 15 of the Investment Funds
and  the  General  Account  at any  one  time.  A 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.



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


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

AIM Variable Insurance Funds
Advisor: A I M Advisors, Inc.

<S>                                          <C>                     <C>                     <C>
AIM V.I. Capital Appreciation Fund           .62%                    .11%                    .73%
AIM V.I. International Equity Fund           .75%                    .22%                    .97%
AIM V.I. Value Fund                          .61%                    .15%                    .76%

Alliance Variable Products Series Fund, Inc.
Advisor: Alliance Capital Management L.P.
Premier Growth Portfolio (Class A)          1.00%                    .05%                   1.05%
Real Estate Investment Portfolio
     (Class A)(1)                            .49%                    .46%                    .95%

Cova Series Trust (2)
Advisor: J.P. Morgan Investment Management Inc.

International Equity Portfolio              .79%                    .31%                   1.10%
Large Cap Stock Portfolio                   .65%                    .10%                    .75%
Quality Bond Portfolio                      .54%                    .10%                    .64%
Select Equity Portfolio                     .67%                    .10%                    .77%
Small Cap Stock Portfolio                   .85%                    .19%                   1.04%

Advisor: Lord, Abbett & Co.
Bond Debenture Portfolio                    .75%                    .10%                    .85%
Developing Growth Portfolio                 .90%                    .30%                   1.20%
Large Cap Research Portfolio               1.00%                    .30%                   1.30%
Lord Abbett Growth and Income Portfolio(3)  .65%                    .05%                    .70%
Mid-Cap Value Portfolio                    1.00%                    .30%                   1.30%

Franklin Templeton Variable Insurance Products Trust, Class 1 Shares

Advisor: Franklin Advisers, Inc.
Franklin Small Cap Fund (4)               .55%                    .27%                    .82%

Advisor: Franklin Mutual Advisers, LLC
Mutual Shares Securities Fund (5)         .60%                    .19%                    .79%

Advisor: Templeton Asset Management Ltd.
Templeton Developing Markets
    Securities Fund (6)                  1.25%                    .31%                    1.56%

Advisor: Templeton Investment Counsel, Inc.
Templeton International Securities
    Fund (7)                              .69%                    .19%                     .88%

Advisor: Templeton Global Advisors Limited
Templeton Growth Securities Fund (8)      .83%                    .05%                     .88%


General American Capital Company
Advisor: Conning Asset Management Company

Money Market Fund                          .125%                   .08%                    .205%

Goldman Sachs Variable Insurance Trust (9)
Advisor: Goldman Sachs Asset Management
Goldman Sachs VIT Growth and Income Fund    .75%                   .25%                    1.00%
Goldman Sachs VIT Internet Tollkeeper
    FundSM                                 1.00%                   .25%                    1.25%

Advisor: Goldman Sachs Asset Management International
Goldman Sachs VIT Global Income Fund         .90%                   .25%                    1.15%
Goldman Sachs VIT International Equity Fund 1.00%                   .35%                    1.35%

Kemper Variable Series
Advisor: Scudder Kemper Investments, Inc.

Kemper Government Securities Portfolio     .55%                   .08%                     .63%
Kemper Small Cap Growth Portfolio          .65%                   .06%                     .71%
Kemper Small Cap Value Portfolio (10)      .75%                   .09%                     .84%

Liberty Variable Investment Trust
Advisor: Newport Fund Management Inc.

Newport Tiger Fund, Variable Series       .90%                    .31%                    1.21%

MFS Variable Insurance Trust (11)
Advisor: Massachusetts Financial Services Company

MFS Emerging Growth Series                .75%                    .09%                    .84%
MFS Global Governments Series (12)        .75%                    .16%                    .91%
MFS Growth With Income Series             .75%                    .13%                    .88%
MFS High Income Series(12)                .75%                    .16%                    .91%
MFS Research Series                       .75%                    .11%                    .86%

Oppenheimer Variable Account Funds
Advisor: OppenheimerFunds, Inc.

Oppenheimer Bond Fund/VA                  .72%                    .01%                    .73%
Oppenheimer Capital Appreciation
    Fund/VA                               .68%                    .02%                    .70%
Oppenheimer High Income
    Fund/VA                               .74%                    .01%                    .75%
Oppenheimer Main Street Growth &
    Income Fund/VA                        .73%                    .05%                    .78%
Oppenheimer Strategic Bond Fund/VA        .74%                    .04%                    .78%

Putnam Variable Trust
Advisor: Putnam Investment Management, Inc.

Putnam VT Growth and Income Fund -
    Class IA Shares                       .46%                    .04%                    .50%
Putnam VT International Growth Fund -
    Class IA Shares                       .80%                    .22%                   1.02%
Putnam VT International New Opport-
    unities Fund - Class IA Shares       1.08%                    .33%                   1.41%
Putnam VT New Value Fund -
    Class IA Shares                       .70%                    .10%                    .80%
Putnam VT Vista Fund - Class IA Shares    .65%                    .10%                    .75%


Variable Insurance Products Fund (Initial Class)
Variable Insurance Products Fund II (Initial Class)
Variable Insurance Products Fund III (Initial Class)

Advisor: Fidelity Management & Research Company
VIP III Growth Opportunities
     Portfolio (Initial Class) (13)     .58%                     .11%                     .69%
VIP Growth Portfolio (Initial
     Class) (13)                        .58%                     .08%                     .66%
VIP II Growth & Income Portfolio
     (Initial Class) (13)               .48%                     .12%                     .60%
VIP Equity-Income Portfolio
     (Initial Class) (13)               .48%                     .09%                     .57%
VIP II Contrafund(R) Portfolio
     (Initial Class) (13)               .58%                     .09%                     .67%

(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.  Therefore,
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)  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 0.80%, Other Expenses 0.05%, and Total Fund Operating
Expenses 0.85%. The fund administration fee is paid indirectly through the
management fee.

(9) 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, Internet Tollkeeper, International Equity and Global
Income Funds would be .47% and 1.22%, ___% and ___% (estimated), .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.

(10) 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 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.

(11) 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.

(12) MFS has contractually agreed to bear expenses for these series, subject to
reimbursement by these series,  such that each 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 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.

(13) A portion of the brokerage commissions that certain funds pay was used
to reduce fund expenses.  In addition, through arrangements with certain funds,
or FMR on behalf of certain funds', custodian credits realized as a result of
uninvested cash balances were used to reduce a portion of each applicable fund's
expenses.  With these reductions, total expenses would have been: .68% for
the Growth Opportunities Portfolio; .65% for the Growth Portfolio; .59% for the
Growth & Income Portfolio; .56% for the Equity-Income Portfolio; and .65% for the
Contrafund Portfolio.
</TABLE>


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

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

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

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

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



5. DEATH BENEFIT

The amount of the death benefit depends on:

o    the Face Amount of your Policy;

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

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

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

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

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

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

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

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



6. TAXES

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



7. ACCESS TO YOUR MONEY

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

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



8. OTHER INFORMATION

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

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

o    create or conserve one's estate;

o    supplement retirement income; and

o    access to funds through loans and surrenders.

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

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

Additional Features. The following additional features are offered:

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

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

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

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



9. INQUIRIES

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

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

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

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



PART I

1.   THE VARIABLE LIFE INSURANCE POLICY

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

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

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



2.   PURCHASES


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


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

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


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

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

(1)  refuse that premium payment; or

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


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

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

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

Lapse will occur if:

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

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

o    a grace period expires without a sufficient premium payment.

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

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


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

o    submit a written request for reinstatement;

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

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

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

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

o    the amount of any Policy loan reinstated;

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

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


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

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

o    a Sales Charge.

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

When we issue you a Policy,  we  automatically  allocate your initial premium to
the Money  Market  Fund.  Once the free look period  expires,  the  Accumulation
Account  Value of your Policy is  allocated  to the General  Account  and/or the
Investment   Funds  in  accordance  with  your   selections   requested  in  the
application.  For any  chosen  allocation,  the  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 ___ 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, (11) Putnam
Variable Trust and (12) Variable  Insurance  Products Fund,  Variable  Insurance
Products Fund II and Variable Insurance Products Fund III.


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 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)

     Advisor: Templeton Global Advisors Limited
         Templeton Growth Securities Fund (the surviving fund of the
         merger with Templeton Stock 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  (not currently
          available)
     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 Variable Insurance Trust:

     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



Variable Insurance Products Fund:
     Advisor: Fidelity Management & Research Company
         VIP Growth Portfolio
         VIP Equity-Income Portfolio

Variable Insurance Products Fund II:
     Advisor: Fidelity Management & Research Company
         VIP II Contrafund(R) Portfolio

Variable Insurance Products Fund III:
     Advisor: Fidelity Management & Research Company
         VIP III Growth Opportunities Portfolio
         VIP III Growth & Income Portfolio





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

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


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


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

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

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

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

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

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

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


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

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

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

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

2) you request termination in writing.

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


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

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

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

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

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

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


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

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

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

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



4.   EXPENSES

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


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


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

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

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

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


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


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

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


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

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

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

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

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

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

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

The net amount at risk for a Policy month is:

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

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

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


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


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

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

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


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

o    upon surrender or lapse of the Policy;

o    upon a partial withdrawal;

o    upon a Pro-Rata Surrender; or

o    upon a decrease in Face Amount.

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

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

The surrender charge percentage is shown in the following table.

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

          1 through 5                         45%

               6                              40%

               7                              30%

               8                              20%

              9                               10%

         10 and later                         0%

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

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

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

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


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


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

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

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



5.   DEATH BENEFIT

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

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

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

o    the Face Amount; or

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

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

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

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

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

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

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

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

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

o    the Face Amount; or

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

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


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

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

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

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


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

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



6.   TAXES

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


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

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


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

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

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


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

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



7.   ACCESS TO YOUR MONEY


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

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

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

o    interest to the next loan interest due date; less

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

o    any existing loan; less

o    any surrender charge; plus

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

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

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

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

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

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


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

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

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

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

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


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


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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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


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



8.   OTHER INFORMATION


Cova
Cova  Financial Life Insurance  Company  (Cova) was originally  incorporated  on
September 6, 1972 as Industrial  Indemnity Life Insurance  Company, a California
corporation,  and changed its name to Xerox Financial Life Insurance  Company in
1986.  On June 1, 1995,  a  wholly-owned  subsidiary  of General  American  Life
Insurance  Company  (General  American Life) purchased Cova,  which on that date
changed its name to Cova Financial Life Insurance  Company.  On 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
                      present; Chairman of the Board, President and Chief Executive Officer of General American Life
                      Insurance Company - May, 1992 to present; Mr. Liddy also holds various positions with the General
                      American subsidiaries as follows: Chairman of the Board and President of General American Mutual
                      Holding Company, GenAmerica Corporation and General American Holding Company; Chairman of the Board
                      of Security Equity Life Insurance Company, Conning Corporation, The Walnut Street Funds, Inc.,
                      General American Capital Company, Reinsurance Group of America, Inc., RGA Life Reinsurance Company
                      of Canada, and RGA Reinsurance Company.

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

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

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

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

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

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

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

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

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.
<FN>
* Business Address: Cova, One Tower Lane, Suite 3000, Oakbrook Terrace, IL 60181

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

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

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


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

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

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

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

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


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


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


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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

Tax  Treatment  of the Policy.  The Policy has been  designed to comply with the
definition  of life  insurance  contained in Section 7702 of the Code.  Although
some interim  guidance has been  provided  and  proposed  regulations  have been
issued,  final  regulations  have not  been  adopted.  Section  7702 of the Code
requires 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 59 1/2; (2) which is attributable to the taxpayer
becoming  disabled  (within the meaning of Section 72(m)(7) of the Code); or (3)
which is part of a series of substantially equal periodic payments made not less
frequently  than annually for the life (or life  expectancy)  of the taxpayer or
the  joint  lives  (or  joint  life  expectancies)  of  such  taxpayer  and  his
Beneficiary.

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

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

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

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

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

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

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

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


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


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


Experts The balance  sheets of the Company as of December 31, 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.







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.



<TABLE>
<CAPTION>
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%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender     Death
       Year             Per Year             Value            Value           Benefit             Value            Value    Benefit





<S>     <C>                <C>               <C>              <C>             <C>                 <C>              <C>      <C>
        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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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           205,052          205,052           250,000           112,287          112,287    250,000


        30               418,565           287,721          287,721           302,107           122,549          122,549    250,000





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.



















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.



















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.



















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.



















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.



















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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           290,628          290,628           353,153                 0                0          0


        30               627,847           390,376          390,376           451,158                 0                0          0





    *    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.

















                      Cova Financial Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            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





    *    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.







</TABLE>








                                 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.


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.

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.


     TEMPLETON GROWTH SECURITIES FUND (the surviving fund of the merger
          with Templeton Stock Fund)

Investment  Objective:  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  companies  located  anywhere  in the  world,
including in the U.S. and emerging markets.

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.

     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.

VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
Variable Insurance Products Fund, Variable Insurance Products Fund II and
Variable Insurance Products Fund II are each a mutual fund with multiple
portfolios managed by Fidelity Management & Research Company.  The following
portfolios are available under the policy:

VARIABLE INSURANCE PRODUCTS FUND

     VIP GROWTH PORTFOLIO

Investment   Objective:   The  Growth   Portfolio   seeks  to  achieve   capital
appreciation.

      VIP EQUITY-INCOME PORTFOLIO

Investment Objective:  The Equity-Income  Portfolio seeks reasonable income. The
Fund will also consider the potential for capital appreciation.  The Fund's goal
is to  achieve a yield  which  exceeds  the  composite  yield on the  securities
comprising the S&P 500.

VARIABLE INSURANCE PRODUCTS FUND II

     VIP II CONTRAFUND(R) PORTFOLIO

Investment  Objective:  The  Contrafund(R)  Portfolio  seeks  long-term  capital
appreciation.

VARIABLE INSURANCE PRODUCTS FUND III

     VIP III GROWTH OPPORTUNITIES PORTFOLIO

Investment  Objective:  The  Growth  Opportunities  Portfolio  seeks to  provide
capital growth.

     VIP III GROWTH & INCOME PORTFOLIO

Investment Objective: The Growth & Income Portfolio seeks high total return
through a combination of current income and capital appreciation.



                                  PROSPECTUS - VERSION B

                                 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  6
Investment  Funds listed below which are offered  through our Separate  Account.
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.

General American Capital Company:

     Advisor: Conning Asset Management Company
         Money Market Fund


Russell Insurance Funds:

     Advisor: Frank Russell Investment Management Company
         Multi-Style Equity Fund
         Aggressive Equity Fund
         Non-U.S. Fund
         Real Estate Securities Fund
         Core Bond Fund


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



TABLE OF CONTENTS                                         Page

 SPECIAL TERMS

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

PART I
  1. THE VARIABLE LIFE INSURANCE POLICY

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

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

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

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

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

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

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

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

APPENDIX - Illustration of Policy Values




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

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

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

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

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

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

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

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

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

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

Investment  Start Date -- The date the initial premium is applied to the General
Account and/or the Investment Funds. This date is the later of the Issue Date or
the date the initial premium is received at our Service Office. Issue Age -- The
age of the Insured at his or her nearest birthday as of the Issue Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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



SUMMARY

1. THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance Policy is a contract between you, the owner, and us,
an insurance company.  The Policy provides for the payment of a death benefit to
your  selected  Beneficiary  upon the death of the  person  insured.  This death
benefit is distributed free from Federal income taxes. The Policy can be used as
part of your estate planning or used to save for retirement.  The Insured is the
person you choose to have insured under the Policy.  You, the owner,  can be the
Insured, but you do not have to be.

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

o    the frequency and amount of premium payments can vary;

o    you can choose between death benefit options; and

o    you can change the amount of insurance coverage.

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

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

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



2. PURCHASES

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

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



3. INVESTMENT CHOICES

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



4. EXPENSES

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

o    Deductions from each premium payment.

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

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

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

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

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

o    Monthly deductions from your Accumulation Account Value.

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

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

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

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

o    Deductions from the Investment Funds.

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

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

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

     1-10         .0015027%                 0.55%

     11-20        .0012301%                 0.45%

     21+          .0009572%                 0.35%

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


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


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

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


Russell Insurance Funds (1)
Advisor: Frank Russell Investment Management Company
       Multi-Style Equity Fund                                        0.77%                   0.15%                  0.92%
       Aggressive Equity Fund                                         0.86%                   0.39%                  1.25%
       Non-U.S. Fund                                                  0.75%                   0.55%                  1.30%
       Real Estate Securities Fund                                    0.85%                   0.30%                  1.15%
       Core Bond Fund                                                 0.54%                   0.26%                  0.80%
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  The manager of Russell Insurance Funds, Frank Russell Investment Management
     Company, has contractually  agreed to waive,  at least until April 30, 2001,
     a portion of the management  fee, up to the full amount of that fee, equal to
     the amount by which the Fund's total operating  expenses exceed the amounts
     set forth above under "Total  Annual Fund  Expenses"  and to reimburse  the
     Fund for all remaining expenses,  after fee waivers which exceed the amount
     set forth above for each Fund under "Total  Annual Fund  Expenses."  Absent
     such waiver and  reimbursement,  the  management  fees and total  operating
     expenses would be .78% and .93% for the Multi-Style  Equity Fund; .95% and
     1.34% for the Aggressive Equity Fund; .95% and 1.50% for the Non-U.S. Fund;
     and .60% and .66% for the Core Bond Fund.
</FN>
</TABLE>

o    Deductions for surrenders, partial withdrawals and transfers.

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 the Insured.

Additional Features. The following additional features are offered:

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

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

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

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



9. INQUIRIES

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

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

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

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

PART I

1.   THE VARIABLE LIFE INSURANCE POLICY

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

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

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



2.   PURCHASES


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


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

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


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

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

(1)  refuse that premium payment; or

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


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

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

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

Lapse will occur if:

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

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

o    a grace period expires without a sufficient premium payment.

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

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


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

o    submit a written request for reinstatement;

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

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

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

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

o    the amount of any Policy loan reinstated;

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

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


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

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

o    a Sales Charge.

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

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


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


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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

        11-20             0.0012301             0.45%

        21+               0.0009572             0.35%

     divided by

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


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

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



3.   INVESTMENT FUNDS

There are currently 6 Investment  Funds  available in connection with the Policy
we are  offering  here.  The  Investment  Funds are  offered  through one of two
open-end,  diversified management investment companies: General American Capital
Company and Russell Insurance Funds.

Purchasers should read this prospectus and the prospectuses for the above-listed
investment companies carefully before investing.


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


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


RUSSELL INSURANCE FUNDS
   Advisor: Frank Russell Investment Management Company
   Multi-Style Equity Fund
   Aggressive Equity Fund
   Non-U.S. Fund
   Real Estate Securities Fund
   Core Bond Fund


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

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.

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

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


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



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

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

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

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

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

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

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


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

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

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

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

2)   you request termination in writing.

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


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

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

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

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

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

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


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

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

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

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



4.   EXPENSES

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


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


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

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

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

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


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


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

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


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

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

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

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

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

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

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

The net amount at risk for a Policy month is:

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

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

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


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


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

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

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


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

o    upon surrender or lapse of the Policy;

o    upon a partial withdrawal;

o    upon a Pro-Rata Surrender; or

o    upon a decrease in Face Amount.

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

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

The surrender charge percentage is shown in the following table.

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

          1 through 5                         45%

               6                              40%

               7                              30%

               8                              20%

               9                              10%

         10 and later                         0%

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

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

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

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


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


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

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

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



5.   DEATH BENEFIT

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

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

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

o    the Face Amount; or

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

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

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

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

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

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

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

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

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

o    the Face Amount; or

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

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


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

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

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

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


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

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



6.   TAXES

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


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

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


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

The Internal  Revenue Code (Code) also provides that any amount  received from a
MEC which is  included  in income may be subject to a 10%  penalty.  The penalty
will not apply if the  income  received  is:  (1) paid on or after the  taxpayer
reaches age 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
                      present; Chairman of the Board, President and Chief Executive Officer of General American Life
                      Insurance Company - May, 1992 to present; Mr. Liddy also holds various positions with the General
                      American subsidiaries as follows: Chairman of the Board and President of General American Mutual
                      Holding Company, GenAmerica Corporation and General American Holding Company; Chairman of the Board
                      of Security Equity Life Insurance Company, Conning Corporation, The Walnut Street Funds, Inc.,
                      General American Capital Company, Reinsurance Group of America, Inc., RGA Life Reinsurance Company
                      of Canada, and RGA Reinsurance Company.

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

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

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

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

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

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

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

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

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.

<FN>
* Business Address: Cova, One Tower Lane, Suite 3000, Oakbrook Terrace, IL 60181

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

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

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


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

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

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

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

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


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


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


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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

Tax  Treatment  of the Policy.  The Policy has been  designed to comply with the
definition  of life  insurance  contained in Section 7702 of the Code.  Although
some interim  guidance has been  provided  and  proposed  regulations  have been
issued,  final  regulations  have not  been  adopted.  Section  7702 of the Code
requires 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 59 1/2; (2) which is attributable to the taxpayer
becoming  disabled  (within the meaning of Section 72(m)(7) of the Code); or (3)
which is part of a series of substantially equal periodic payments made not less
frequently  than annually for the life (or life  expectancy)  of the taxpayer or
the  joint  lives  (or  joint  life  expectancies)  of  such  taxpayer  and  his
Beneficiary.

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

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

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

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

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

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

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

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


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


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


Experts The balance  sheets of the Company as of December 31, 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.






APPENDIX --
ILLUSTRATION OF POLICY VALUES



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

All of the illustrations that follow are based on the above. We also assumed the
underlying  investment  portfolio  had gross rates of return of 0%, 6% and 12 %.
This means that the underlying  investment  portfolio  would earn these rates of
return before the deduction of the Mortality and Expense Risk Charge (equivalent
to .55% for Policy Years 1-10, .45% for Policy Years 11-20 and .35%  thereafter)
and advisory fee and operating  expenses  (equal to  approximately  .94%).  When
these costs are taken into account,  the net annual investment return rates (net
of an average of 1.49% for these  charges) are  approximately  -1.49,  4.51% and
10.51%. The Policy will lapse if you do not make additional premiums where 0% is
used in the illustrations.

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

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

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

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

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

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

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

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

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

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



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

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



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            3,884              2,163        250,000          2,996           1,275         250,000
      2             12,915            8,204              6,482        250,000          6,461           4,740         250,000
      3             19,861           12,376             10,655        250,000          9,773           8,051         250,000
      4             27,154           16,413             14,692        250,000         12,921          11,199         250,000
      5             34,811           20,322             18,601        250,000         15,890          14,168         250,000

      6             42,852           24,121             22,591        250,000         18,669          17,139         250,000
      7             51,295           27,811             26,663        250,000         21,246          20,098         250,000
      8             60,159           31,400             30,635        250,000         23,614          22,849         250,000
      9             69,467           34,881             34,499        250,000         25,764          25,382         250,000
     10             79,241           38,249             38,249        250,000         27,675          27,675         250,000
     15            135,945           56,857             56,857        250,000         36,498          36,498         250,000
     20            208,316           70,257             70,257        250,000         34,399          34,399         250,000
     25            300,681           77,842             77,842        250,000         12,674          12,674         250,000
     30            418,565           76,153             76,153        250,000              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

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



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,153              2,432        250,000          3,236           1,515         250,000
      2             12,915            9,044              7,293        250,000          7,162           5,441         250,000
      3             19,861           14,011             12,289        250,000         11,163           9,442         250,000
      4             27,154           19,160             17,439        250,000         15,232          13,511         250,000
      5             34,811           24,476             22,755        250,000         19,357          17,636         250,000

      6             42,852           29,984             28,454        250,000         23,530          22,000         250,000
      7             51,295           35,694             34,546        250,000         27,742          26,595         250,000
      8             60,159           41,625             40,860        250,000         31,991          31,226         250,000
      9             69,467           47,780             47,397        250,000         36,270          35,888         250,000
     10             79,241           54,166             54,166        250,000         40,565          40,565         250,000

     15            135,945           94,283             94,283        250,000         66,155          66,155         250,000
     20            208,316          142,451            142,451        250,000         90,693          90,693         250,000
     25            300,681          204,145            204,145        250,000        111,527         111,527         250,000
     30            418,565          286,172            286,172        300,481        120,968         120,968         250,000
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

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



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,423              2,702        250,000          3,478           1,757         250,000
      2             12,915            9,859              8,137        250,000          7,894           6,173         250,000
      3             19,861           15,781             14,060        250,000         12,674          10,952         250,000
      4             27,154           22,254             20,533        250,000         17,847          16,126         250,000
      5             34,811           29,346             27,625        250,000         23,443          21,722         250,000

      6             42,852           37,142             35,612        250,000         29,502          27,972         250,000
      7             51,295           45,719             44,572        250,000         36,066          34,919         250,000
      8             60,159           55,176             54,411        250,000         43,194          42,429         250,000
      9             69,467           65,602             65,220        250,000         50,951          50,568         250,000
     10             79,241           77,103             77,103        250,000         59,399          59,399         250,000

     15            135,945          160,901            160,901        250,000        120,693         120,693         250,000
     20            208,316          301,105            301,105        349,282        224,760         224,760         260,722
     25            300,681          534,233            534,233        571,629        403,204         403,204         431,428
     30            418,565          920,366            920,366        966,384        696,608         696,608         731,438
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

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



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            3,879              2,158        253,879          2,976           1,255         252,976
      2             12,915            8,183              6,462        258,183          6,402           4,681         256,402
      3             19,861           12,328             10,607        262,328          9,651           7,930         259,651
      4             27,154           16,323             14,602        266,323         12,711          10,989         262,711
      5             34,811           20,175             18,453        270,175         15,562          13,840         265,562

      6             42,852           23,899             22,369        273,899         18,190          16,660         268,190
      7             51,295           27,495             26,348        277,495         20,579          19,432         270,579
      8             60,159           30,972             30,207        280,972         22,720          21,955         272,720
      9             69,467           34,317             33,934        284,317         24,599          24,217         274,599
     10             79,241           37,523             37,523        287,523         26,191          26,191         276,191

     15            135,945           54,725             54,725        304,725         32,379          32,379         282,379
     20            208,316           64,712             64,712        314,712         25,575          25,575         275,575
     25            300,681           65,863             65,863        315,863              0               0               0
     30            418,565           53,526             53,526        303,526              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

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



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,148              2,426        254,148          3,215           1,494         253,215
      2             12,915            8,992              7,270        258,992          7,096           5,375         257,096
      3             19,861           13,956             12,235        263,956         11,023           9,301         261,023
      4             27,154           19,053             17,332        269,053         14,981          13,259         264,981
      5             34,811           24,294             22,572        274,294         18,949          17,227         269,949

      6             42,852           29,699             28,169        279,699         22,910          21,380         272,910
      7             51,295           35,272             34,124        285,272         26,843          25,695         276,843
      8             60,159           41,028             40,263        291,028         30,734          29,969         280,734
      9             69,467           46,963             46,580        296,963         34,563          34,180         284,563
     10             79,241           53,073             53,073        303,073         38,297          38,297         288,297

     15            135,945           90,403             90,403        340,403         58,372          58,372         308,372
     20            208,316          130,240            130,240        380,240         69,046          69,046         319,046
     25            300,681          171,183            171,183        421,183         58,899          58,899         308,899
     30            418,565          207,284            207,284        457,284          6,200           6,200         256,200
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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


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

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



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,417              2,696        254,417          3,456           1,734         253,456
      2             12,915            9,834              8,112        259,834          7,822           6,101         257,822
      3             19,861           15,718             13,997        265,718         12,513          10,792         262,513
      4             27,154           22,128             20,407        272,128         17,548          15,826         267,548
      5             34,811           29,122             27,401        279,122         22,938          21,216         272,938

      6             42,852           36,777             35,247        286,777         28,702          27,172         278,702
      7             51,295           45,159             44,011        295,159         34,860          33,712         284,860
      8             60,159           54,351             53,586        304,351         41,438          40,673         291,438
      9             69,467           64,426             64,043        314,426         48,464          48,081         298,464
     10             79,241           75,464             75,464        325,464         55,951          55,951         305,951

     15            135,945          153,780            153,780        403,780        105,971         105,971         355,971
     20            208,316          275,527            275,527        525,527        172,148         172,148         422,148
     25            300,681          467,974            467,974        717,974        255,557         255,557         505,557
     30            418,565          770,334            770,334      1,020,334        348,308         348,308         598,308
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

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



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            3,884              2,163        250,000          2,996           1,275         250,000
      2             12,915            8,204              6,482        250,000          6,461           4,740         250,000
      3             19,861           12,376             10,655        250,000          9,773           8,051         250,000
      4             27,154           16,413             14,692        250,000         12,921          11,199         250,000
      5             34,811           20,322             18,601        250,000         15,890          14,168         250,000

      6             42,852           24,121             22,591        250,000         18,669          17,139         250,000
      7             51,295           27,811             26,663        250,000         21,246          20,098         250,000
      8             60,159           31,400             30,635        250,000         23,614          22,849         250,000
      9             69,467           34,881             34,499        250,000         25,764          25,382         250,000
     10             79,241           38,249             38,249        250,000         27,675          27,675         250,000

     15            135,945           56,857             56,857        250,000         36,498          36,498         250,000
     20            208,316           70,257             70,257        250,000         34,399          34,399         250,000
     25            300,681           77,842             77,842        250,000         12,674          12,674         250,000
     30            418,565           76,153             76,153        250,000              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

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



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,153              2,432        250,000          3,236           1,515         250,000
      2             12,915            9,014              7,293        250,000          7,162           5,441         250,000
      3             19,861           14,011             12,289        250,000         11,163           9,442         250,000
      4             27,154           19,160             17,439        250,000         15,232          13,511         250,000
      5             34,811           24,476             22,755        250,000         19,357          17,636         250,000

      6             42,852           29,984             28,454        250,000         23,530          22,000         250,000
      7             51,295           35,694             34,546        250,000         27,742          26,595         250,000
      8             60,159           41,625             40,860        250,000         31,991          31,226         250,000
      9             69,467           47,780             47,397        250,000         36,270          35,888         250,000
     10             79,241           54,166             54,166        250,000         40,565          40,565         250,000

     15            135,945           94,283             94,283        250,000         66,155          66,155         250,000
     20            208,316          142,451            142,451        250,000         90,693          90,693         250,000
     25            300,681          202,909            202,909        286,518        111,527         111,527         250,000
     30            418,565          274,422            274,422        356,570        120,968         120,968         250,000
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

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



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,423              2,702        250,000          3,478           1,757         250,000
      2             12,915            9,859              8,137        250,000          7,894           6,173         250,000
      3             19,861           15,781             14,060        250,000         12,674          10,952         250,000
      4             27,154           22,254             20,533        250,000         17,847          16,126         250,000
      5             34,811           29,346             27,625        250,000         23,443          21,722         250,000

      6             42,852           37,142             35,612        250,000         29,502          27,972         250,000
      7             51,295           45,719             44,572        250,000         36,066          34,919         250,000
      8             60,159           55,176             54,411        250,000         43,194          42,429         250,000
      9             69,467           65,602             65,220        250,000         50,951          50,568         250,000
     10             79,241           77,103             77,103        250,000         59,399          59,399         250,000

     15            135,945          160,758            160,758        283,645        120,693         120,693         250,000
     20            208,316          294,553            294,553        461,191        219,410         219,410         343,538
     25            300,681          507,287            507,287        716,315        365,976         365,976         516,776
     30            418,565          840,609            840,609      1,092,245        574,534         574,534         746,521
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

                                           COVA FINANCIAL LIFE INSURANCE COMPANY
                                         Flexible Premium Variable Life Insurance
                                                 Hypothetical Illustration
                                                        SINGLE LIFE
                                         Male, Issue Age 60, Preferred Rate Class
                           $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                                Assuming Hypothetical Gross Annual Investment Return of 0%


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            5,730              2,838        250,000          3,168             277         250,000
      2             19,373           12,048              9,156        250,000          6,868           3,995         250,000
      3             29,791           18,023             15,132        250,000         10,251           7,360         250,000
      4             40,731           23,767             20,876        250,000         13,224          10,333         250,000
      5             52,217           29,247             26,356        250,000         15,763          12,872         250,000

      6             64,278           34,608             32,038        250,000         17,831          15,261         250,000
      7             76,942           39,779             37,852        250,000         19,396          17,469         250,000
      8             90,239           44,746             43,461        250,000         20,421          19,136         250,000
      9            104,201           49,519             48,876        250,000         20,862          20,220         250,000
     10            118,861           54,035             54,035        250,000         20,661          20,661         250,000

     15            203,917           78,772             78,772        250,000         12,217          12,217         250,000
     20            312,473           91,621             91,621        250,000              0               0               0
     25            451,021           92,342             92,342        250,000              0               0               0
     30            627,847           70,555             70,555        250,000              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

                                           COVA FINANCIAL LIFE INSURANCE COMPANY
                                         Flexible Premium Variable Life Insurance
                                                 Hypothetical Illustration
                                                        SINGLE LIFE
                                         Male, Issue Age 60, Preferred Rate Class
                           $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                                Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,128              3,237        250,000          3,485             594         250,000
      2             19,373           13,248             10,357        250,000          7,768           4,877         250,000
      3             29,791           20,438             17,547        250,000         11,949           9,058         250,000
      4             40,731           27,813             24,922        250,000         15,983          13,092         250,000
      5             52,217           35,351             32,460        250,000         19,825          16,934         250,000

      6             64,278           43,206             40,636        250,000         23,430          20,860         250,000
      7             76,942           51,325             49,367        250,000         26,762          24,835         250,000
      8             90,239           59,712             58,427        250,000         29,775          28,490         250,000
      9            104,201           68,395             67,753        250,000         32,422          31,779         250,000
     10            118,861           77,339             77,339        250,000         34,636          34,636         250,000

     15            203,917          134,380            134,380        250,000         42,475          42,475         250,000
     20            312,473          204,374            204,374        250,000         16,973          16,973         250,000
     25            451,021          301,245            301,245        316,307              0               0               0
     30            627,847          420,341            420,341        441,358              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

                                           COVA FINANCIAL LIFE INSURANCE COMPANY
                                         Flexible Premium Variable Life Insurance
                                                 Hypothetical Illustration
                                                        SINGLE LIFE
                                         Male, Issue Age 60, Preferred Rate Class
                           $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                                Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,528              3,636        250,000          3,804             913         250,000
      2             19,373           14,499             11,608        250,000          8,694           5,803         250,000
      3             29,791           23,054             20,163        250,000         13,806          10,915         250,000
      4             40,731           32,375             29,484        250,000         19,132          16,241         250,000
      5             52,217           42,518             39,627        250,000         24,666          21,775         250,000

      6             64,278           53,723             51,153        250,000         30,411          27,841         250,000
      7             76,942           66,047             64,120        250,000         36,382          34,454         250,000
      8             90,239           79,613             78,328        250,000         42,597          41,312         250,000
      9            104,201           94,584             93,942        250,000         49,083          48,441         250,000
     10            118,861          111,092            111,092        250,000         55,865          55,865         250,000

     15            203,917          234,534            234,534        250,951        104,067         104,067         250,000
     20            312,473          442,852            442,852        464,995        180,544         180,544         250,000
     25            451,021          785,443            785,443        824,715        339,689         339,689         356,674
     30            627,847        1,340,161          1,340,161      1,407,169        596,630         596,630         626,462
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

                                           COVA FINANCIAL LIFE INSURANCE COMPANY
                                         Flexible Premium Variable Life Insurance
                                                 Hypothetical Illustration
                                                        SINGLE LIFE
                                         Male, Issue Age 60, Preferred Rate Class
                           $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                                Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            5,716              2,825        255,716          3,100             208         253,100
      2             19,373           11,997              9,106        261,997          6,691           3,800         256,691
      3             29,791           17,896             15,005        267,896          9,863           6,972         259,863
      4             40,731           23,522             20,631        273,522         12,571           9,680         262,571
      5             52,217           28,831             25,940        278,831         14,766          11,874         264,766

      6             64,278           33,980             31,410        283,980         16,407          13,837         266,407
      7             76,942           38,882             36,955        288,882         17,462          15,534         267,462
      8             90,239           43,514             42,229        293,514         17,896          16,608         267,893
      9            104,201           47,879             47,236        297,879         17,666          17,023         267,666
     10            118,861           51,889             51,889        301,889         16,730          16,730         266,730

     15            203,917           71,845             71,845        321,845          3,752           3,758         253,758
     20            312,473           72,369             72,369        322,369              0               0               0
     25            451,021           52,287             52,287        302,287              0               0               0
     30            627,847            2,199              2,199        252,199              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

                                           COVA FINANCIAL LIFE INSURANCE COMPANY
                                         Flexible Premium Variable Life Insurance
                                                 Hypothetical Illustration
                                                        SINGLE LIFE
                                         Male, Issue Age 60, Preferred Rate Class
                           $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                                Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,114              3,223        256,114          3,412             521         253,412
      2             19,373           13,192             10,301        263,192          7,551           4,660         257,551
      3             29,791           20,293             17,401        270,293         11,500           8,608         261,500
      4             40,731           27,522             24,631        277,522         15,195          12,304         265,195
      5             52,217           34,836             31,945        284,836         18,569          15,678         268,569

      6             64,278           42,397             39,827        292,397         21,558          18,988         271,558
      7             76,942           50,124             48,196        300,124         24,101          22,174         274,101
      8             90,239           57,994             56,709        307,994         26,132          24,847         276,132
      9            104,201           66,016             65,374        316,016         27,580          26,938         277,580
     10            118,861           74,101             74,101        324,101         28,359          28,359         278,359

     15            203,917          121,700            121,700        371,700         23,786          23,786         273,786
     20            312,473          160,493            160,493        410,493              0               0               0
     25            451,021          185,943            185,943        435,943              0               0               0
     30            627,847          181,932            181,932        431,932              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

                                           COVA FINANCIAL LIFE INSURANCE COMPANY
                                         Flexible Premium Variable Life Insurance
                                                 Hypothetical Illustration
                                                        SINGLE LIFE
                                         Male, Issue Age 60, Preferred Rate Class
                           $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                                Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,512              3,621        256,512          3,727             836         253,727
      2             19,373           14,437             11,546        264,437          8,454           5,563         258,454
      3             29,791           22,889             19,997        272,889         13,289          10,398         263,289
      4             40,731           32,031             29,140        282,031         18,188          15,296         268,188
      5             52,217           41,886             38,994        291,886         23,098          20,207         273,098

      6             64,278           52,690             50,120        302,690         27,970          25,400         277,970
      7             76,942           64,450             62,522        314,450         32,757          30,829         282,757
      8             90,239           77,235             75,950        327,235         37,399          36,114         287,399
      9            104,201           91,153             90,511        341,153         41,835          41,193         291,835
     10            118,861          106,227            106,227        356,227         45,979          45,979         295,979

     15            203,917          211,151            211,151        461,151         64,741          64,741         314,741
     20            312,473          360,899            360,899        610,899         49,924          49,924         299,924
     25            451,021          583,795            583,795        833,795              0               0               0
     30            627,847          913,042            913,042      1,163,042              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

                                           COVA FINANCIAL LIFE INSURANCE COMPANY
                                         Flexible Premium Variable Life Insurance
                                                 Hypothetical Illustration
                                                        SINGLE LIFE
                                         Male, Issue Age 60, Preferred Rate Class
                           $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                                Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            5,730              2,838        250,000          3,168             277         250,000
      2             19,373           12,048              9,156        250,000          6,868           3,995         250,000
      3             29,791           18,023             15,132        250,000         10,251           7,360         250,000
      4             40,731           23,767             20,876        250,000         13,224          10,333         250,000
      5             52,217           29,247             26,356        250,000         15,763          12,872         250,000

      6             64,278           34,608             32,038        250,000         17,831          15,261         250,000
      7             76,942           39,779             37,852        250,000         19,396          17,469         250,000
      8             90,239           44,746             43,461        250,000         20,421          19,136         250,000
      9            104,201           49,519             48,876        250,000         20,862          20,220         250,000
     10            118,861           54,035             54,035        250,000         20,661          20,661         250,000

     15            203,917           78,772             78,772        250,000         12,217          12,217         250,000
     20            312,473           91,621             91,621        250,000              0               0               0
     25            451,021           92,342             92,342        250,000              0               0               0
     30            627,847           70,555             70,555        250,000              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

                                           COVA FINANCIAL LIFE INSURANCE COMPANY
                                         Flexible Premium Variable Life Insurance
                                                 Hypothetical Illustration
                                                        SINGLE LIFE
                                         Male, Issue Age 60, Preferred Rate Class
                           $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                                Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,128              3,237        250,000          3,485             594         250,000
      2             19,373           13,248             10,357        250,000          7,768           4,877         250,000
      3             29,791           20,438             17,547        250,000         11,949           9,058         250,000
      4             40,731           27,813             24,922        250,000         15,983          13,092         250,000
      5             52,217           35,351             32,460        250,000         19,825          16,934         250,000

      6             64,278           43,206             40,636        250,000         23,430          20,860         250,000
      7             76,942           51,325             49,367        250,000         26,762          24,835         250,000
      8             90,239           59,712             58,427        250,000         29,775          28,490         250,000
      9            104,201           68,395             67,753        250,000         32,422          31,779         250,000
     10            118,861           77,339             77,339        250,000         34,636          34,636         250,000

     15            203,917          134,380            134,380        250,000         42,475          42,475         250,000
     20            312,473          203,978            203,978        265,038         16,973          16,973         250,000
     25            451,021          289,436            289,436        351,705              0               0               0
     30            627,847          388,492            388,492        448,980              0               0               0
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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



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

                                           COVA FINANCIAL LIFE INSURANCE COMPANY
                                         Flexible Premium Variable Life Insurance
                                                 Hypothetical Illustration
                                                        SINGLE LIFE
                                         Male, Issue Age 60, Preferred Rate Class
                           $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                                Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated     Accumulation           Cash                      Accumulation        Cash
   Policy       at 5% Interest       Account           Surrender        Death         Account        Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,528              3,636        250,000          3,804             913         250,000
      2             19,373           14,499             11,608        250,000          8,694           5,803         250,000
      3             29,791           23,054             20,163        250,000         13,806          10,915         250,000
      4             40,731           32,375             29,484        250,000         19,132          16,241         250,000
      5             52,217           42,518             39,627        250,000         24,666          21,775         250,000

      6             64,278           53,723             51,153        250,000         30,411          27,841         250,000
      7             76,942           66,047             64,120        250,000         36,382          34,454         250,000
      8             90,239           79,613             78,328        250,000         42,597          41,312         250,000
      9            104,201           94,584             93,942        250,000         49,083          48,441         250,000
     10            118,861          111,092            111,092        250,000         55,865          55,865         250,000

     15            203,917          232,802            232,802        328,728        104,067         104,067         250,000
     20            312,473          422,835            422,835        549,410        180,544         180,544         250,000
     25            451,021          720,331            720,331        875,304        313,969         313,969         381,516
     30            627,847        1,179,792          1,179,792      1,363,486        499,044         499,044         576,745
<FN>
* These values reflect investment results using current cost of insurance rates.

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

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




                                     PART II

                           UNDERTAKING TO FILE REPORTS

     a. Subject to the terms and  conditions of Section 15(d) of the  Securities
and Exchange Act of 1934, the undersigned  registrant  hereby undertakes to file
with the  Securities and Exchange  Commission  such  supplementary  and periodic
information,  documents  and  reports  as  may be  prescribed  by  any  rule  or
regulation of the Commission  heretofore or hereafter  duly adopted  pursuant to
authority confined in that section.

     b. Pursuant to Investment  Company Act Section  26(e),  Cova Financial Life
Insurance  Company  ("Company")  hereby  represents  that the  fees and  charges
deducted under the Policy  described in the  Prospectus,  in the aggregate,  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred, and the risks assumed by the Company.

                                 INDEMNIFICATION

The Bylaws of the Company (Article V, Section 9) provide that:

This corporation  shall  indemnify,  to the fullest extent allowed by California
law, its present and former directors and officers against expenses, judgements,
fines, settlements, and other amounts incurred in connection with and proceeding
or threatened  proceeding  brought  against such  directors or officers in their
capacity  as  such.  Such  indemnification  shall  be  made in  accordance  with
procedures set forth by California Law. Sums for expenses  incurred in defending
any such  proceeding may also be advanced to any such director or officer to the
extent and under the conditions provided by California law.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  directors  and  officers  or  controlling  person of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.


                       CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the papers and documents:


     The facing sheet

     The Prospectus consisting of ___ pages.

     Undertakings to file reports.

     The signatures.

     The following exhibits.

A.   Copies of all exhibits required by paragraph A of instructions for
     Exhibits in Form  N-8B-2.

     1.   Resolution of the Board of Directors of the Company*
     2.   Not Applicable
     3.a. Form of Principal Underwriter's Agreement+++
     3.b. Selling Agreement+++
     3.c. Schedules of Commissions+++
     4.   Not Applicable
     5.   Flexible Premium Variable Life Insurance Policy++
     5.a. Accelerated Benefit Rider++
     5.b. Anniversary Partial Withdrawal Rider++
     5.c. Guaranteed Survivor Plus Purchase Option Rider++
     5.d. Lifetime Coverage Rider++
     5.e. Secondary Guarantee Rider++
     5.f. Supplemental Coverage Rider++
     5.g. Waiver of Monthly Deduction Rider++
     5.h. Waiver of Specified Premium Rider++
     6.a. Articles of Incorporation of the Company**
     6.b. Bylaws of the Company**
     7.   Not Applicable
     8.   Not Applicable
     9.a. Form of Fund Participation Agreement by and among AIM Variable
          Insurance Funds, Inc., A I M Distributors, Inc., Cova Financial
          Life Insurance Company, on behalf of itself and its Separate
          Accounts, and Cova Life Sales Company***
     9.b. Form of Participation Agreement among Templeton Variable Products
          Series Fund, Franklin Templeton Distributors, Inc. and Cova
          Financial Life Insurance Company****
     9.c. Form of Fund Participation  Agreement among Oppenheimer Variable
          Account  Funds,  OppenheimerFunds,  Inc. and Cova  Financial Life
          Insurance Company***
     9.d. Form of Fund Participation Agreement among Putnam Variable Trust,
          Putnam  Mutual  Funds Corp.  and Cova  Financial  Life  Insurance
          Company***
     9.e. Form of Fund Participation Agreement among Investors Fund Series,
          Zurich Kemper Investments, Inc., Zurich Kemper Distributors, Inc.
          and Cova Financial Life Insurance Company***
     9.f. Form of  Participation  Agreement  by and between  Goldman  Sachs
          Variable Insurance Trust, Goldman, Sachs & Co. and Cova Financial
          Life Insurance Company***
    9.g.  Form  of   Participation   Agreement   among   Liberty   Variable
          Investment Trust,  Liberty Financial  Investments,  Inc. and Cova
          Financial Life Insurance Company***
    9.h.  Form of Fund Participation Agreement among Cova Financial Life
          Insurance Company, Cova Life Sales Company, Alliance Capital
          Management LP and Alliance Fund Distributors, Inc.+
    9.i.  Form of Participation Agreement among Russell Insurance Funds,
          Russell Fund Distributors, Inc. and Cova Financial Life Insurance
          Company***
    9.j.  Form of Fund Participation Agreement among MFS Variable Insurance
          Trust,  Cova Financial Life Insurance  Company and  Massachusetts
          Financial Services Company+
    9.k.  Form of Participation   Agreement  among  Variable  Insurance
          Products  Fund, Fidelity  Distributors  Corporation  and Cova
          Financial Life Insurance Company++++
    9.l.  Form of Participation  Agreement among Variable  Insurance
          Products Fund II,  Fidelity  Distributors  Corporation  and
          Cova Financial Life Insurance Company++++
    9.m.  Form of Participation  Agreement among Variable  Insurance
          Products Fund III,  Fidelity  Distributors  Corporation and
          Cova Financial Life Insurance Company++++

     10.  Application Forms++

     11.  Powers of Attorney*

B.   Opinion and Consent of Counsel

C.   Consent of Actuary

D.   Consent of Independent Auditors

*Incorporated by reference to initial Form S-6 filed electronically on October
9, 1997.
**Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6 (File
No. 333-37559) electronically filed on November 13, 1997.
***Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4
(File No. 333-34817) as filed electronically on February 11, 1998.
****Incorporated by reference to Post-Effective Amendment No. 2 to Form S-6
(File No. 333-37559) as filed electronically on April 30, 1999.
+Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
 (File No. 333-34817) as filed electronically on November 19, 1997.
++Incorporated by reference to Form S-6
(File No. 333-83183) as electronically filed on July 19, 1999.
+++Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6
(File No. 333-83183) as electronically filed on October 22, 1999.
++++Incorporated  by reference to  Post-Effective  Amendment No. 6 to Form
N-4 (File No. 33-50174) as electronically on April 29, 1998.



                                   SIGNATURES

As required by the  Securities  Act of 1933, the Registrant certifies that it
meets the requirements of Securities Act Rule 485(b) for effectiveness of this
Registration Statement and has duly caused this Registration  Statement to be
signed on its behalf by the undersigned  thereunto duly  authorized  in the
City of Oakbrook  Terrace and State of Illinois on this 28th day of April,
2000.

                                      COVA VARIABLE LIFE ACCOUNT FIVE

                                      Registrant

                                 By:  COVA FINANCIAL LIFE INSURANCE COMPANY

                                 By: /s/BERNARD J. SPAULDING
                                    ______________________________
                                    Senior Vice President, General
                                    Counsel and Secretary

                                      COVA FINANCIAL LIFE INSURANCE COMPANY

Attest:

/s/PETER L. WITKEWIZ                  /s/MARK E. REYNOLDS

________________________         By: ______________________________

Controller                            Executive Vice President
- ------------------------
   Title

Pursuant to the Securities  Act of 1933,  this  Registration  Statement has been
signed by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                      <C>                                           <C>


                                         Chairman of the Board and
- ----------------------                   Director                                      -------
Richard A. Liddy                                                                         Date

/s/LORRY J. STENSRUD                     President and Director                        4-28-00
- --------------------                                                                   -------
Lorry J. Stensrud                                                                        Date

/s/J. ROBERT HOPSON                      Director                                      4-28-00
- --------------------                                                                   -------
J. Robert Hopson                                                                         Date

William C. Mair*                         Director                                      4-28-00
- -----------------------                                                                -------
William C. Mair                                                                          Date

E. Thomas Hughes, Jr.*                                                                 4-28-00
- ----------------------                   Treasurer and Director                        -------
E. Thomas Hughes, Jr.                                                                    Date

Matthew P. McCauley*                     Director                                      4-28-00
- ----------------------                                                                 -------
Matthew P. McCauley                                                                      Date

John W. Barber*                          Director                                      4-28-00
- ----------------------                                                                 -------
John W. Barber                                                                           Date


/s/MARK E. REYNOLDS                      Director                                      4-28-00
- ----------------------                                                                 -------
Mark E. Reynolds                                                                         Date

/s/J. TERRI TANAKA                                                                     4-28-00
- ----------------------                   Director                                      -------
J. Terri Tanaka                                                                          Date

/s/PETER L. WITKEWIZ                     Controller                                    4-28-00
- ----------------------                                                                 -------
Peter L. Witkewiz                                                                        Date
</TABLE>

                                  *By: /s/LORRY J. STENSRUD
                                       ______________________________________
                                       Lorry J. Stensrud, Attorney-in-Fact



                               INDEX TO EXHIBITS



EX-99.B      Opinion and Consent of Counsel
EX-99.C      Consent of Actuary
EX-99.D      Consent of Independent Auditors

Blazzard,  Grodd  &  Hasenauer,  P.C.
943  Post  Road  East
Westport,  CT  06880
(203)  226-7866

April 28, 2000

Board  of  Directors
Cova  Financial  Life Insurance  Company
4100 Newport Place Drive
Suite 840
Newport Beach, CA 92600

RE:    Opinion of Counsel  -  Cova Variable Life Account Five
       -------------------------------------------------------
Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended, of Post-Effective Amendment No. 1 to a Registration Statement on Form
S-6 for the Flexible Premium Variable Life  Insurance  Policies to be
issued by Cova Financial Life Insurance Company and its separate account, Cova
Variable Life Account Five.

We have made such  examination  of the law and have  examined  such  records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.

We  are  of  the  following  opinions:

     1. Cova Variable Life Account Five is a Unit Investment  Trust as that term
is defined in Section  4(2) of the  Investment  Company Act of 1940 (the "Act"),
and is  currently  registered  with  the  Securities  and  Exchange  Commission,
pursuant to Section 8(a) of the Act.

     2. Upon the  acceptance of premiums  paid by an Owner  pursuant to a Policy
issued in accordance with the Prospectus contained in the Registration Statement
and  upon   compliance   with   applicable  law,  such  an  Owner  will  have  a
legally-issued,  fully  paid,  non-assessable  contractual  interest  under such
Policy.

You may use  this  opinion  letter,  or a copy  thereof,  as an  exhibit  to the
Registration Statement.

We  consent to the  reference  to our Firm under the  caption  "Legal  Opinions"
contained in the Prospectus which forms a part of the Registration Statement.

Sincerely,

BLAZZARD,  GRODD  &  HASENAUER,  P.C.

By:  /s/LYNN KORMAN STONE
     -----------------------------
     Lynn Korman Stone


To the United States Securities and Exchange Commission:

In my capacity as Product Actuary for General American Life Insurance
Company, I have provided actuarial advice to Cova Financial Life Insurance
Company, a General American affiliate, concerning a variable life insurance
product funded through Cova Variable Life Account Five.

It is my professional opinion that:

     1.   The fees and charges  deducted  under the contract,  in the aggregate,
          are  reasonable  in relation to the  services  rendered,  the expenses
          expected  to be  incurred,  and the  risks  assumed  by the  insurance
          company.

     2.   The  illustrations  of cash values,  death  benefits,  and accumulated
          premiums  in  the  Appendix  to  the   prospectus   contained  in  the
          Registration  Statement  are  based on the  assumptions  stated in the
          illustration,  and are  consistent  with the provisions of the Policy.
          The rate  structure of the Policy has not been  designed so as to make
          the  relationship  between  premium  and  benefits,  as  shown  in the
          illustrations,  appear to be more favorable to prospective  purchasers
          of  Policies at the ages shown in the rate class  illustrated  than to
          prospective purchasers of Policies at other ages.

     3.   The information  contained in the examples set forth in the section of
          the prospectus  entitled "Death  Benefits" is based on the assumptions
          stated in the examples,  and is consistent  with the provisions of the
          Policy.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement  and  to  the  use of my  name  under  the  heading  "Experts"  in the
prospectus.


/s/D. KENT HOLBROOK
- -------------------------------------------
D. Kent Holbrook





                        Consent of Independent Auditors



The Board of Directors
Cova Financial Life Insurance Company



We consent to the use of our reports on the financial statements of Cova
Financial  Life Insurance  Company (the Company) dated February 4, 2000,
and on the  financial statements  of the sub-accounts of Cova Variable
Life Account Five dated March 20, 2000, and to the  reference to our firm
under the heading "Experts" in the Prospectus, in the Post-Effective
Amendment No. 1 to the Registration Statement (Form S-6, File No. 333-83183)
of Cova Variable Life Account Five.


                                              /s/KPMG LLP
                                              ------------
                                                 KPMG LLP


Chicago, Illinois
April 28, 2000


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