COVA VARIABLE ANNUITY ACCOUNT ONE
497, 2000-10-03
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The Fixed
And Variable Annuity

issued by

COVA VARIABLE ANNUITY
ACCOUNT ONE

and

COVA FINANCIAL SERVICES
LIFE INSURANCE COMPANY


This prospectus  describes the Fixed and Variable  Annuity  Contract  offered by
Cova Financial Services Life Insurance Company (Cova).

The annuity  contract has 35 investment  choices -- a fixed account which offers
an interest  rate which is  guaranteed  by Cova,  and 34  investment  portfolios
listed below.  You can put your money in the fixed  account  and/or any of these
investment portfolios (except as noted).

The contracts are no longer  available  for sale.  However,  you can continue to
make additional purchase payments to your existing contract.


AIM Variable Insurance Funds:

     Managed by A I M Advisors, Inc.
         AIM V.I. Capital Appreciation
         AIM V.I. International Equity
         AIM V.I. Value


Alliance Variable Products Series Fund, Inc.:

     Managed by Alliance Capital
     Management L.P.
         Premier Growth (Class A)
         Real Estate Investment (Class A)


Cova Series Trust:

     Managed by J.P. Morgan
     Investment Management Inc.
          Select Equity
         Small Cap Stock
         International Equity
         Quality Bond
         Large Cap Stock

     Managed by Lord, Abbett & Co.
         Bond Debenture
         Mid-Cap Value
         Large Cap Research
         Developing Growth
         Lord Abbett Growth and Income


Franklin Templeton Variable Insurance
Products Trust*, Class 1 Shares:

     Managed by Templeton Investment
     Counsel, Inc.
         Templeton International Securities
            (formerly, Templeton International)

     Managed by Templeton Global
     Advisors Limited
         Templeton Growth Securities
            (the surviving fund of the merger with Templeton Stock)

     Managed by Templeton Asset
     Management Ltd.
         Templeton Developing Markets Securities
            (formerly, Templeton Developing Markets)

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


General American Capital Company:

     Managed by Conning Asset
     Management Company
         Money Market


Kemper Variable Series:

     Managed by Scudder Kemper
     Investments, Inc.
         Kemper Small Cap Value
         Kemper Government Securities
         Kemper Small Cap Growth

     Managed by Dreman Value
     Management, L.L.C.
         Kemper-Dreman High Return Equity


MFS Variable Insurance Trust:

     Managed by Massachusetts
     Financial Services Company
         MFS Emerging Growth
         MFS Research
         MFS Growth With Income
         MFS High Income
         MFS Global Governments
         MFS Bond


Variable Insurance Products Fund:

     Managed by Fidelity Management
     & Research Company
         VIP Growth
         VIP Equity-Income



Variable Insurance Products Fund II:

     Managed by Fidelity Management
     & Research Company
         VIP II Contrafund


Variable Insurance Products Fund III:

     Managed by Fidelity Management
     & Research Company
         VIP III Growth Opportunities
         VIP III Growth & Income


Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It contains important  information about the Cova Fixed and Variable
Annuity Contract.

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional  Information  (SAI) dated May 1, 2000. The
SAI has been filed with the  Securities  and  Exchange  Commission  (SEC) and is
legally   a  part  of  the   prospectus.   The   SEC   maintains   a  Web   site
(http://www.sec.gov)  that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the SEC.
The Table of  Contents of the SAI is on Page 25 of this  prospectus.  For a free
copy of the SAI, call us at (800) 523-1661 or write us at: One Tower Lane, Suite
3000, Oakbrook Terrace, Illinois 60181-4644.

The Contracts:

o    are not bank deposits

o    are not federally insured

o    are not endorsed by any bank or government agency

o    are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  accurate or  complete.  Any
representation to the contrary is a criminal offense.

May 1, 2000



<PAGE>


TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     3

  SUMMARY                                                    4

  FEE TABLE                                                  7

  EXAMPLES                                                  10

  1. THE ANNUITY CONTRACT                                   13

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                    13
     Annuity Date                                           13
     Annuity Payments                                       13
     Annuity Options                                        13

  3. PURCHASE                                               14
     Purchase Payments                                      14
     Allocation of Purchase Payments                        14
     Free Look                                              14
     Accumulation Units                                     14

  4. INVESTMENT OPTIONS                                     15
     AIM Variable Insurance Funds                           15
     Alliance Variable Products Series Fund, Inc.           15
     Cova Series Trust                                      15
     Franklin Templeton Variable Insurance Products Trust   15
     General American Capital Company                       16
     Kemper Variable Series                                 16
     MFS Variable Insurance Trust                           16
     Variable Insurance Products Fund                       16
     Variable Insurance Products Fund II                    16
     Variable Insurance Products Fund III                   16
     Transfers                                              16
     Dollar Cost Averaging Program                          17
     Automatic Rebalancing Program                          17
     Approved Asset Allocation Programs                     17
     Voting Rights                                          17
     Substitution                                           18

  5. EXPENSES                                               18
     Insurance Charges                                      18
     Contract Maintenance Charge                            18
     Withdrawal Charge                                      18
     Reduction or Elimination of the Withdrawal Charge      19
     Premium Taxes                                          19
     Transfer Fee                                           19
     Income Taxes                                           19
     Investment Portfolio Expenses                          19

  6. TAXES                                                  19
     Annuity Contracts in General                           19
     Qualified and Non-Qualified Contracts                  19
     Withdrawals - Non-Qualified Contracts                  20
     Withdrawals - Qualified Contracts                      20
     Withdrawals - Tax-Sheltered Annuities                  20
     Diversification                                        21

  7. ACCESS TO YOUR MONEY                                   21
     Systematic Withdrawal Program                          21
     Suspension of Payments or Transfers                    21

  8. PERFORMANCE                                            21

  9. DEATH BENEFIT                                          22
     Upon Your Death                                        22
     Death of Annuitant                                     24

10. OTHER INFORMATION                                       24
     Cova                                                   24
     The Separate Account                                   25
     Distributor                                            25
     Ownership                                              25
     Beneficiary                                            25
     Assignment                                             25
     Financial Statements                                   25

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                      25

APPENDIX A
Condensed Financial Information                            A-1

APPENDIX B
Participating Investment Portfolios                        B-1

APPENDIX C
Performance Information                                    C-1

INDEX OF SPECIAL TERMS
Because of the complex  nature of the  contract,  we have used certain  words or
terms in this prospectus  which may need an explanation.  We have identified the
following as some of these words or terms.  The page that is  indicated  here is
where we believe you will find the best  explanation for the word or term. These
words and terms are in italics on the indicated page.

                                                          Page

Accumulation Phase                                          13
Accumulation Unit                                           14
Annuitant                                                   13
Annuity Date                                                13
Annuity Options                                             13
Annuity Payments                                            13
Annuity Unit                                                14
Beneficiary                                                 25
Fixed Account                                               13
Income Phase                                                13
Investment Portfolios                                       15
Joint Owner                                                 25
Non-Qualified                                               19
Owner                                                       25
Purchase Payment                                            14
Qualified                                                   20
Tax Deferral                                                19



<PAGE>


SUMMARY

The sections in this summary  correspond  to sections in this  prospectus  which
discuss the topics in more detail.


1. THE ANNUITY CONTRACT:

The fixed and variable  annuity  contract  offered by Cova is a contract between
you, the owner, and Cova, an insurance  company.  The contract  provides a means
for investing on a tax-deferred  basis.  The contract is intended for retirement
savings or other long-term  investment purposes and provides for a death benefit
and guaranteed  income options.  The contracts are no longer available for sale.
However,  you can continue to make additional purchase payments to your existing
contract.

This contract offers 34 investment portfolios.  These portfolios are designed to
offer a potentially better return than the fixed account.  However,  this is NOT
guaranteed. You can also lose your money.

The fixed  account  offers an interest  rate that is guaranteed by the insurance
company, Cova. While your money is in the fixed account, the interest your money
will earn as well as your principal is guaranteed by Cova.

You can transfer  between  accounts up to 12 times a year without  charge or tax
implications.

The  contract,  like  all  deferred  annuity  contracts,  has  two  phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate  on a  tax-deferred  basis and are  taxed as  income  when you make a
withdrawal.  The income phase occurs when you begin receiving  regular  payments
from your contract.

The  amount of money  you are able to  accumulate  in your  account  during  the
accumulation phase will determine, in part, the amount of income payments during
the income phase.



2. ANNUITY PAYMENTS (THE INCOME PHASE):

If you want to  receive  regular  income  from your  annuity,  you can choose an
annuity option.  Once you begin receiving  regular  payments,  you cannot change
your payment plan. During the income phase, you have the same investment choices
you had during the accumulation phase. You can choose to have payments come from
the fixed account, the investment  portfolios or both. If you choose to have any
part of your payments come from the investment portfolios,  the dollar amount of
your payments may go up or down.



3. HOW TO PURCHASE THE CONTRACT:

You can buy this contract with $5,000 or more under most circumstances.  You can
add  $500 or more  any  time  you  like  during  the  accumulation  phase.  Your
registered representative can help you fill out the proper forms.



4. INVESTMENT OPTIONS:

You can put your  money  in any or all of the  following  investment  portfolios
which are  briefly  described  in  Appendix  B and more fully  described  in the
prospectuses for the funds.  Currently, if you are not participating in an asset
allocation program,  you can only invest in 15 investment  portfolios at any one
time.  Depending upon market  conditions and the performance of the portfolio(s)
you select, you can make or lose money in any of these portfolios.

AIM Variable Insurance Funds:

     Managed by A I M Advisors, Inc.
         AIM V.I. Capital Appreciation
         AIM V.I. International Equity
         AIM V.I. Value

Alliance Variable Products Series Fund, Inc.:

     Managed by Alliance Capital
     Management L.P.
         Premier Growth (Class A)
         Real Estate Investment (Class A)

Cova Series Trust:

     Managed by J.P. Morgan
     Investment Management Inc.
          Select Equity
         Small Cap Stock
         International Equity
         Quality Bond
         Large Cap Stock

     Managed by Lord, Abbett & Co.
         Bond Debenture
         Mid-Cap Value
         Large Cap Research
         Developing Growth
         Lord Abbett Growth and Income

Franklin Templeton Variable Insurance
Products Trust*, Class 1 Shares:

     Managed by Templeton Investment
     Counsel, Inc.
         Templeton International Securities
            (formerly, Templeton International)

     Managed by Templeton Global
     Advisors Limited
         Templeton Growth Securities
            (the surviving fund of the merger with Templeton Stock)



<PAGE>


Managed by Templeton Asset
     Management Ltd.
         Templeton Developing Markets Securities
            (formerly, Templeton Developing Markets)

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

General American Capital Company:

     Managed by Conning Asset
     Management Company
         Money Market

Kemper Variable Series:

     Managed by Scudder Kemper
     Investments, Inc.
         Kemper Small Cap Value
         Kemper Government Securities
         Kemper Small Cap Growth

     Managed by Dreman Value
     Management, L.L.C.
         Kemper-Dreman High Return Equity

MFS Variable Insurance Trust:

     Managed by Massachusetts
     Financial Services Company
         MFS Emerging Growth
         MFS Research
         MFS Growth With Income
         MFS High Income
         MFS Global Governments
         MFS Bond

Variable Insurance Products Fund:

     Managed by Fidelity Management
     & Research Company
         VIP Growth
         VIP Equity-Income

Variable Insurance Products Fund II:

     Managed by Fidelity Management
     & Research Company
         VIP II Contrafund



Variable Insurance Products Fund III:

     Managed by Fidelity Management
     & Research Company
         VIP III Growth Opportunities
         VIP III Growth & Income
            (VIP, VIP II and VIP III refer to Variable  Insurance Products Fund,
            Variable  Insurance Products Fund II and Variable Insurance Products
            Fund III, respectively.)

Depending upon market  conditions and the  performance of the  portfolio(s)  you
select, you can make or lose money in any of these portfolios.



5. EXPENSES:

The contract has insurance features and investment features, and there are costs
related to each.

o    Each  year  Cova  deducts  a $30  contract  maintenance  charge  from  your
     contract.  During the accumulation phase, Cova currently waives this charge
     if the value of your contract is at least $50,000.

o    Cova also  deducts  for its  insurance  charges  which  total  1.40% of the
     average  daily  value  of  your  contract   allocated  to  the   investment
     portfolios.

o    If you take your money out,  Cova may assess a  withdrawal  charge which is
     equal to 5% of the  purchase  payment  you  withdraw.  After Cova has had a
     purchase  payment for 5 years,  there is no charge by Cova for a withdrawal
     of that purchase payment.

o    When you begin receiving  regular income  payments from your annuity,  Cova
     will assess a state premium tax charge which ranges from 0% - 4%, depending
     upon the state.

o    The first 12  transfers  in a year are free.  After that, a transfer fee of
     $25 or 2% of the amount transferred (whichever is less) is assessed.

o    There are also  investment  charges  which range from .205% to 1.56% of the
     average  daily  value  of  the  investment  portfolio  depending  upon  the
     investment portfolio.



6. TAXES:

Your  earnings  are not taxed  until you take  them out.  If you take  money out
during the accumulation phase,  earnings come out first and are taxed as income.
If you are younger than 59 1/2 when you take money out, you may be charged a 10%
federal  tax  penalty on the  earnings.  Payments  during  the income  phase are
considered  partly a  return  of your  original  investment.  That  part of each
payment is not taxable as income.





<PAGE>


7. ACCESS TO YOUR MONEY:

You can take money out at any time  during  the  accumulation  phase.  After the
first year,  you can take up to 10% of your total  purchase  payments  each year
without charge from Cova. Withdrawals of purchase payments in excess of that may
be charged a withdrawal charge, depending on how long your money has been in the
contract.  However,  Cova will never assess a withdrawal  charge on earnings you
withdraw. Earnings are defined as the value in your contract minus the remaining
purchase payments in your contract.  Of course,  you may also have to pay income
tax and a tax penalty on any money you take out.



8. DEATH BENEFIT:

If you die before moving to the income phase, the person you have chosen as your
beneficiary will receive a death benefit.



9. OTHER INFORMATION:

Free Look.  If you cancel the  contract  within 10 days after  receiving  it (or
whatever period is required in your state), we will send your money back without
assessing a withdrawal  charge. You will receive whatever your contract is worth
on the day we receive your request.  This may be more or less than your original
payment.  If we're required by law to return your original  payment,  we reserve
the right to put your  money in the  Money  Market  Fund  during  the  free-look
period.

No  Probate.  In most  cases,  when you  die,  the  person  you  choose  as your
beneficiary will receive the death benefit without going through probate.

Who should  purchase the contract?  This contract is designed for people seeking
long-term tax-deferred accumulation of assets, generally for retirement or other
long-term  purposes.  The  tax-deferred  feature is most attractive to people in
high federal and state income tax brackets.  You should not buy this contract if
you are looking for a  short-term  investment  or if you cannot take the risk of
getting back less money than you put in.

Additional  Features.  This  contract  has  additional  features  you  might  be
interested in. These include:

o    You can  arrange to have money  automatically  sent to you each month while
     your contract is still in the accumulation phase. Of course, you'll have to
     pay  taxes on money  you  receive.  We call  this  feature  the  Systematic
     Withdrawal Program.

o    You can arrange to have a regular amount of money automatically invested in
     investment portfolios 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  the money  between  investment
     portfolios  periodically to keep the blend you select. We call this feature
     Automatic Rebalancing.

o    Under  certain  circumstances,  Cova  will  give you your  money  without a
     withdrawal  charge if you need it while you're in a nursing  home.  We call
     this feature the Nursing Home Waiver.

These  features are not available in all states and may not be suitable for your
particular situation.



10. INQUIRIES:

If you need more information, please contact us at:

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



<PAGE>




COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE
The purpose of the Fee Table is to show you the various  expenses you will incur
directly or indirectly with the contract. The Fee Table reflects expenses of the
Separate  Account  as  well as of the  investment  portfolios.  Expenses  of the
investment portfolios are not fixed or specified under the terms of the contract
and actual expenses may vary.



<PAGE>


Owner Transaction Expenses

Withdrawal Charge (see Note 1 below)
     5% of purchase payment withdrawn

Transfer Fee (see Note 2 below)
     No charge for first 12 transfers in a contract year; thereafter, the fee is
     $25 per transfer or, if less, 2% of the amount transferred.

Contract Maintenance Charge (see Note 3 below)
     $30 per contract per year

Separate Account Annual Expenses
(as a percentage of average account value)

     Mortality and Expense Risk Premium                  1.25%
     Administrative Expense Charge                        .15%
                                                        ------
     TOTAL SEPARATE ACCOUNT
     ANNUAL EXPENSES                                     1.40%



<PAGE>



<TABLE>
<CAPTION>

Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)

                                                                              Other Expenses       Total Annual Portfolio Expenses
                                                         Management    (after expense reimbursement (after expense reimbursement
                                                            Fees         for certain Portfolios)       for certain Portfolios)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                    <C>                          <C>
AIM Variable Insurance Funds Managed by A I M Advisors, Inc.
       AIM V.I. Capital Appreciation                        .62%                   .11%                         .73%
       AIM V.I. International Equity                        .75%                   .22%                         .97%
       AIM V.I. Value                                       .61%                   .15%                         .76%
------------------------------------------------------------------------------------------------------------------------------------
Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
       Premier Growth (Class A)                             1.00%                  .05%                         1.05%
       Real Estate Investment (Class A) (a)                 .49%                   .46%                         .95%
------------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust (b)
Managed by J.P. Morgan Investment Management Inc.
       Select Equity                                        .67%                   .10%                         .77%
       Small Cap Stock                                      .85%                   .19%                        1.04%
       International Equity                                 .79%                   .31%                        1.10%
       Quality Bond                                         .54%                   .10%                         .64%
       Large Cap Stock                                      .65%                   .10%                         .75%
------------------------------------------------------------------------------------------------------------------------------------
Managed by Lord, Abbett & Co.
       Bond Debenture                                       .75%                   .10%                         .85%
       Mid-Cap Value                                        1.00%                  .30%                        1.30%
       Large Cap Research                                   1.00%                  .30%                        1.30%
       Developing Growth                                    .90%                   .30%                        1.20%
       Lord Abbett Growth and Income (c)                    .65%                   .05%                         .70%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>





<PAGE>


COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)

Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)
<TABLE>
<CAPTION>


                                                                              Other Expenses       Total Annual Portfolio Expenses
                                                         Management    (after expense reimbursement (after expense reimbursement
                                                            Fees         for certain Portfolios)       for certain Portfolios)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                    <C>                          <C>
Franklin  Templeton Variable Insurance Products Trust, Class 1 Shares Managed by
Templeton Investment Counsel, Inc.
       Templeton International Securities (d)               .69%                   .19%                         .88%
------------------------------------------------------------------------------------------------------------------------------------
Managed by Templeton Global Advisors Limited
       Templeton Growth Securities (e)                      .83%                   .05%                         .88%
------------------------------------------------------------------------------------------------------------------------------------
Managed by Templeton Asset Management Ltd.
       Templeton Developing Markets Securities (f)          1.25%                  .31%                         1.56%
------------------------------------------------------------------------------------------------------------------------------------
General American Capital Company
Managed by Conning Asset Management Company
       Money Market                                         .125%                  .08%                         .205%
------------------------------------------------------------------------------------------------------------------------------------
Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
       Kemper Small Cap Value (g)                           .75%                   .09%                         .84%
       Kemper Government Securities                         .55%                   .08%                         .63%
       Kemper Small Cap Growth                              .65%                   .06%                         .71%
------------------------------------------------------------------------------------------------------------------------------------
Managed by Dreman Value Management, L.L.C.
       Kemper-Dreman High Return Equity (h)                 .75%                   .11%                         .86%
------------------------------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust (i)
Managed by Massachusetts Financial Services Company
       MFS Emerging Growth                                  .75%                   .09%                        .84%
       MFS Research                                         .75%                   .11%                        .86%
       MFS Growth With Income                               .75%                   .13%                        .88%
       MFS High Income (j)                                  .75%                   .16%                         .91%
       MFS Global Governments (j)                           .75%                   .16%                         .91%
       MFS Bond (j)                                         .60%                   .16%                         .76%
------------------------------------------------------------------------------------------------------------------------------------
Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
Managed by Fidelity Management & Research Company
       VIP III Growth Opportunities (Initial Class) (k)     .58%                   .11%                         .69%
       VIP Growth (Initial Class) (k)                       .58%                   .08%                         .66%
       VIP III Growth & Income (Initial Class) (k)          .48%                   .12%                         .60%
       VIP Equity-Income (Initial Class) (k)                .48%                   .09%                         .57%
       VIP II Contrafund (Initial Class) (k)                .58%                   .09%                         .67%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>





<PAGE>


COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)



<PAGE>


(a) 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.

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

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

(d) 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%.

(e) 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.

(f) 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%.

(g)  Pursuant to its  agreement  with Kemper  Variable  Series,  the  investment
manager and the accounting agent have agreed, for the one year period commencing
May 1, 2000, to limit their  respective  fees and to reimburse  other  operating
expenses,  in a manner  communicated  to the  Board of the Fund,  to the  extent
necessary  to limit  total  operating  expenses  of the  Kemper  Small Cap Value
Portfolio  to .84%.  The  amounts set forth in the table  above  reflect  actual
expenses  for the past fiscal  year,  which were at or lower than these  expense
limits, after the benefit of any custodial credits.

(h)  Pursuant to its  agreement  with Kemper  Variable  Series,  the  investment
manager and the accounting agent have agreed, for the one year period commencing
May 1, 2000, to limit their  respective  fees and to reimburse  other  operating
expenses,  in a manner  communicated  to the  Board of the Fund,  to the  extent
necessary to limit total  operating  expenses of the  Kemper-Dreman  High Return
Equity Portfolio of Kemper Variable Series to .87%. 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.

(i) 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 in the table above
do not take into account these expense reductions, and are therefore higher than
the actual expenses of the series.

(j) MFS has contractually agreed, subject to reimbursement, to bear expenses for
these  series,  such  that each  series'  "Other  Expenses"  do not  exceed  the
following  percentages  of the average daily net assets of the series during the
current fiscal year: 0.15% for the MFS Bond Series,  the MFS Global  Governments
Series and the MFS High Income  Series.  The  payments  made by MFS on behalf of
each series under this arrangement are subject to reimbursement by the series to
MFS, which will be accomplished by the payment of an expense  reimbursement  fee
by the series to MFS computed  and paid  monthly at a percentage  of the series'
average  daily net assets for its then current  fiscal  year,  with a limitation
that  immediately  after such payment,  the series'  "Other  Expenses"  will not
exceed the percentage  set forth above for the series.  The obligation of MFS to
bear a series' "Other Expenses"  pursuant to this  arrangement,  and the series'
obligation to pay the reimbursement fee to MFS, terminates on the earlier of the
date on which  payments  made by the  series  equal  the prior  payment  of such
reimbursable  expenses by MFS or December 31, 2004. MFS may, in its  discretion,
terminate this arrangement at an earlier date provided that the arrangement will
continue for the series until at least May 1, 2001,  unless  terminated with the
consent of the board of  trustees  which  oversees  the series.  Absent  expense
reimbursement for the series, total annual portfolio expenses for the year ended
December  31, 1999 were .97% with respect to the MFS High Income  Series;  1.05%
with respect to the MFS Global Governments Series; and 1.06% with respect to the
MFS Bond Series.

(k) 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.


<PAGE>




Examples
The  examples  should  not be  considered  a  representation  of past or  future
expenses. Actual expenses may be greater or less than those shown.

For purposes of the examples, the assumed average contract size is $30,000.

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on assets:

         (a)   if you surrender the contract at the end of each time period;
         (b)   if you do not surrender the contract or if you apply the contract
               value to an annuity option.

<TABLE>
<CAPTION>
                                                                          Time Periods
                                                  1 year          3 years           5 years          10 years
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>                <C>             <C>
AIM Variable Insurance Funds Managed by A I M Advisors, Inc.
       AIM V.I. Capital Appreciation              (a) $72.59      (a) $114.54       (a)  $163.94     (a) $254.10
                                                  (b) $22.59      (b) $ 69.54       (b)  $118.94     (b) $254.10
       AIM V.I. International Equity              (a) $75.00      (a) $121.77       (a)  $176.00     (a) $278.22
                                                  (b) $25.00      (b) $  76.77      (b)  $131.00     (b) $278.22
       AIM V.I. Value                             (a) $72.90      (a) $115.45       (a)  $165.46     (a) $257.15
                                                  (b) $22.90      (b) $ 70.45       (b)  $120.46     (b) $257.15
------------------------------------------------------------------------------------------------------------------------------------
Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
       Premier Growth                             (a) $75.80      (a) $124.17       (a)  $179.99     (a) $286.12
                                                  (b) $25.80      (b) $ 79.17       (b)  $134.99     (b) $286.12
       Real Estate Investment                     (a) $74.80      (a) $121.17       (a)  $175.00     (a) $276.23
                                                  (b) $24.80      (b) $ 76.17       (b)  $130.00     (b) $276.23
------------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
       Select Equity                              (a) $73.00      (a) $115.75       (a)  $165.96     (a) $258.16
                                                  (b) $23.00      (b) $ 70.75       (b)  $120.96     (b) $258.16
       Small Cap Stock                            (a) $75.70      (a) $123.87       (a)  $179.49     (a) $285.14
                                                  (b) $25.70      (b) $ 78.87       (b)  $134.49     (b) $285.14
       International Equity                       (a) $76.30      (a) $125.66       (a)  $182.48     (a) $291.02
                                                  (b) $26.30      (b) $ 80.66       (b)  $137.48     (b) $291.02
       Quality Bond                               (a) $71.69      (a) $111.82       (a)  $159.38     (a) $244.89
                                                  (b) $21.69      (b) $ 66.82       (b)  $114.38     (b) $244.89
       Large Cap Stock                            (a) $72.80      (a) $115.15       (a)  $164.95     (a) $256.13
                                                  (b) $22.80      (b) $ 70.15       (b)  $119.95     (b) $256.13
------------------------------------------------------------------------------------------------------------------------------------
Managed by Lord, Abbett & Co.
       Bond Debenture                             (a) $73.80      (a) $118.16       (a)  $169.99     (a) $266.24
                                                  (b) $23.80      (b) $ 73.16       (b)  $124.99     (b) $266.24
       Mid-Cap Value                              (a) $78.30      (a) $131.62       (a)  $192.35     (a) $310.37
                                                  (b) $28.30      (b) $ 86.62       (b)  $147.35     (b) $310.37
       Large Cap Research                         (a) $78.30      (a) $131.62       (a)  $192.35     (a) $310.37
                                                  (b) $28.30      (b) $ 86.62       (b)  $147.35     (b) $310.37
       Developing Growth                          (a) $77.30      (a) $128.65       (a)  $187.42     (a) $300.75
                                                  (b) $27.30      (b) $ 83.65       (b)  $142.42     (b) $300.75
       Lord Abbett Growth and Income              (a) $72.29      (a) $113.63       (a)  $162.42     (a) $251.04
                                                  (b) $22.29      (b) $ 68.63       (b)  $117.42     (b) $251.04
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>



Examples (continued)
                                                                          Time Periods
                                                  1 year          3 years           5 years          10 years
------------------------------------------------------------------------------------------------------------------------------------

Franklin Templeton Variable Insurance
Products Trust, Class 1 Shares
Managed by Templeton Investment Counsel, Inc.
<S>                                                   <C>             <C>                <C>             <C>
       Templeton International Securities         (a) $74.10      (a) $119.07       (a)  $171.50     (a) $269.25
                                                  (b) $24.10      (b) $ 74.07       (b)  $126.50     (b) $269.25
------------------------------------------------------------------------------------------------------------------------------------
Managed by Templeton Global Advisors Limited
       Templeton Growth Securities                (a) $74.10      (a) $119.07       (a)  $171.50     (a) $269.25
                                                  (b) $24.10      (b) $ 74.07       (b)  $126.50     (b) $269.25
------------------------------------------------------------------------------------------------------------------------------------
Managed by Templeton Asset Management Ltd.
       Templeton Developing Markets Securities    (a) $80.89      (a) $139.31       (a)  $205.03     (a) $334.89
                                                  (b) $30.89      (b) $ 94.31       (b)  $160.03     (b) $334.89
------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset Management Company
       Money Market                               (a) $67.31      (a) $ 98.54      (a)  $137.02     (a) $199.08
                                                  (b) $17.31      (b) $ 53.54      (b) $  92.02     (b) $199.08
------------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
       Kemper Small Cap Value                     (a) $73.70      (a) $117.86       (a)  $169.49     (a) $265.23
                                                  (b) $23.70      (b) $ 72.86       (b)  $124.49     (b) $265.23
       Kemper Government Securities               (a) $71.59      (a) $111.51       (a)  $158.87     (a) $243.86
                                                  (b) $21.59      (b) $ 66.51       (b)  $113.87     (b) $243.86
       Kemper Small Cap Growth                    (a) $72.39      (a) $113.94       (a)  $162.93     (a) $252.06
                                                  (b) $22.39      (b) $ 68.94       (b)  $117.93     (b) $252.06
------------------------------------------------------------------------------------------------------------------------------------
Managed by Dreman Value Management, L.L.C.
       Kemper-Dreman High Return Equity           (a) $73.90      (a) $118.46       (a)  $170.49     (a) $267.24
                                                  (b) $23.90      (b) $ 73.46       (b)  $125.49     (b) $267.24
------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company
       MFS Emerging Growth                        (a) $73.70      (a) $117.86       (a)  $169.49     (a) $265.23
                                                  (b) $23.70      (b) $ 72.86       (b)  $124.49     (b) $265.23
       MFS Research                               (a) $73.90      (a) $118.46       (a)  $170.49     (a) $267.24
                                                  (b) $23.90      (b) $ 73.46       (b)  $125.49     (b) $267.24
       MFS Growth With Income                     (a) $74.10      (a) $119.07       (a)  $171.50     (a) $269.25
                                                  (b) $24.10      (b) $ 74.07       (b)  $126.50     (b) $269.25
       MFS High Income                            (a) $74.40      (a) $119.97       (a)  $173.00     (a) $272.25
                                                  (b) $24.40      (b) $ 74.97       (b)  $128.00     (b) $272.25
       MFS Global Governments                     (a) $74.40      (a) $119.97       (a)  $173.00     (a) $272.25
                                                  (b) $24.40      (b) $ 74.97       (b)  $128.00     (b) $272.25
       MFS Bond                                   (a) $72.90      (a) $115.45       (a)  $165.46     (a) $257.15
                                                  (b) $22.90      (b) $ 70.45       (b)  $120.46     (b) $257.15
------------------------------------------------------------------------------------------------------------------------------------



Examples (continued)
                                                                          Time Periods
                                                  1 year          3 years           5 years          10 years
------------------------------------------------------------------------------------------------------------------------------------

Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
Managed by Fidelity Management
& Research Company
       VIP III Growth Opportunities               (a) $72.19      (a) $113.33       (a)  $161.92     (a) $250.02
                                                  (b) $22.19      (b) $ 68.33       (b)  $116.92     (b) $250.02
       VIP Growth                                 (a) $71.89      (a) $112.42       (a)  $160.39     (a) $246.95
                                                  (b) $21.89      (b) $ 67.42       (b)  $115.39     (b) $246.95
       VIP IIIGrowth & Income                     (a) $71.29      (a) $110.60       (a)  $157.34     (a) $240.77
                                                  (b) $21.29      (b) $ 65.60       (b)  $112.34     (b) $240.77
       VIP Equity-Income                          (a) $70.99      (a) $109.69       (a)  $155.81     (a) $237.67
                                                  (b) $20.99      (b) $ 64.69       (b)  $110.81     (b) $237.67
       VIP II Contrafund                          (a) $71.99      (a) $112.73       (a)  $160.90     (a) $247.97
                                                  (b) $21.99      (b) $ 67.73       (b)  $115.90     (b) $247.97
-----------------------------------------------------------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


Explanation of Fee Table

1.   The withdrawal  charge is 5% of the purchase  payments you withdraw.  After
     Cova has had a purchase payment for 5 years, there is no charge by Cova for
     a withdrawal of that purchase payment.  You may also have to pay income tax
     and a tax penalty on any money you take out.  After the first year, you can
     take up to 10% of your total  purchase  payments each year without a charge
     from Cova.

2.   Cova will not  charge you the  transfer  fee even if there are more than 12
     transfers  in a year if the  transfer is under the Dollar  Cost  Averaging,
     Automatic Rebalancing or Approved Asset Allocation Programs.


3.   During  the  accumulation   phase,   Cova  will  not  charge  the  contract
     maintenance charge if the value of your contract is $50,000 or more. If you
     make a  complete  withdrawal,  Cova will  charge the  contract  maintenance
     charge.

4.   Premium taxes are not reflected.  Premium taxes may apply  depending on the
     state where you live.

There is an accumulation unit value history  (Condensed  Financial  Information)
contained in Appendix A.





<PAGE>


1.   THE ANNUITY CONTRACT

This Prospectus  describes the Fixed and Variable  Annuity  Contract  offered by
Cova. The contract is no longer available for sale.

An annuity is a contract  between you, the owner,  and an insurance  company (in
this case Cova),  where the insurance  company promises to pay an income to you,
in the form of annuity  payments.  Annuity  payments  must begin on a designated
date that is at least 30 days in the future. Until you decide to begin receiving
annuity  payments,  your annuity is in the  accumulation  phase.  Once you begin
receiving annuity payments, your contract switches to the income phase.

The Contract  benefits  from tax deferral.  Tax deferral  means that you are not
taxed on earnings or  appreciation on the assets in your contract until you take
money out of your contract.

The  contract  is called a variable  annuity  because  you can choose  among the
investment  portfolios and,  depending upon market  conditions,  you can make or
lose  money in any of these  portfolios.  If you  select  the  variable  annuity
portion of the contract,  the amount of money you are able to accumulate in your
contract during the accumulation  phase depends upon the investment  performance
of the investment  portfolio(s)  you select.  The amount of the annuity payments
you receive  during the income  phase from the variable  annuity  portion of the
contract also depends, in part, on the investment  performance of the investment
portfolios you select for the income phase.

The contract also contains a fixed account. The fixed account offers an interest
rate that is guaranteed by Cova. Cova guarantees that the interest rate credited
to the fixed account will not be less than 3% per year with respect to contracts
issued on or after May 1, 1996. If you select the fixed account, your money will
be  placed  with the  other  general  assets of Cova.  If you  select  the fixed
account,  the amount of money you are able to accumulate in your contract during
the  accumulation  phase  depends  upon  the  total  interest  credited  to your
contract. The amount of the annuity payments you receive during the income phase
from the fixed account  portion of the contract will remain level for the entire
income phase.

As owner of the  contract,  you  exercise  all  interest  and  rights  under the
contract. You can change the owner at any time by notifying Cova in writing. You
and your spouse can be named joint owners. We have described more information on
this under "Other Information."



2.   ANNUITY PAYMENTS (THE INCOME PHASE)


Annuity Date
Under the contract you can receive regular income  payments.  You can choose the
month and year in which  those  payments  begin.  We call that date the  annuity
date. Your annuity date must be the first day of a calendar month.

We ask you to choose your annuity date when you purchase the  contract.  You can
change it at any time  before the  annuity  date with 30 days notice to us. Your
annuity date cannot be any earlier than one month after you buy the contract.


Annuity Payments
You will receive annuity  payments during the income phase. In general,  annuity
payments must begin by the  annuitant's  85th birthday or 10 years from the date
the  contract  was  issued,  whichever  is later  (this  requirement  may differ
slightly for special  programs).  The annuitant is the person whose life we look
to when we make annuity payments.

During the  income  phase,  you have the same  investment  choices  you had just
before  the start of the  income  phase.  At the  annuity  date,  you can choose
whether payments will come from the:

o    fixed account,

o    the investment portfolio(s) or

o    a combination of both.

If you don't  tell us  otherwise,  your  annuity  payments  will be based on the
investment allocations that were in place on the annuity date.

If you  choose  to have any  portion  of your  annuity  payments  come  from the
investment  portfolio(s),  the dollar  amount of your payment will depend upon 3
things:

1)   the value of your contract in the  investment  portfolio(s)  on the annuity
     date,

2)   the 3% assumed  investment rate used in the annuity table for the contract,
     and

3)   the performance of the investment portfolios you selected.

If the actual  performance  exceeds the 3% assumed investment rate, your annuity
payments will increase.  Similarly,  if the actual  investment rate is less than
3%, your annuity payments will decrease.

Annuity  payments  are made  monthly  unless you have less than  $5,000 to apply
toward a payment,  except in New Jersey  ($2,000  if the  contract  is issued in
Massachusetts  or Texas).  In that case,  Cova may pay your annuity payment in a
single lump sum.  Likewise,  if your annuity  payments would be less than $100 a
month ($20 in Texas),  Cova has the right to change the frequency of payments so
that your annuity payments are at least $100 ($20 in Texas).


Annuity Options
You can choose among income plans. We call those annuity options.  We ask you to
choose an annuity  option when you purchase the  contract.  You can change it at
any time before the annuity date with 30 days notice to us. If you do not choose
an annuity option at the time you purchase the contract, we will assume that you
selected  Option 2 which  provides a life  annuity  with 10 years of  guaranteed
payments.

You can choose one of the following  annuity options or any other annuity option
acceptable to Cova.  After annuity payments begin, you cannot change the annuity
option.

Option 1. Life Annuity.  Under this option, we will make an annuity payment each
month so long as the  annuitant  is alive.  After the  annuitant  dies,  we stop
making annuity payments.

Option 2. Life Annuity with 5, 10 or 20 Years Guaranteed.  Under this option, we
will make an  annuity  payment  each  month so long as the  annuitant  is alive.
However,  if, when the annuitant  dies,  we have made annuity  payments for less
than the  selected  guaranteed  period,  we will then  continue to make  annuity
payments  for the  rest of the  guaranteed  period  to the  beneficiary.  If the
beneficiary does not want to receive annuity payments,  he or she can ask us for
a single lump sum.

Option 3.  Joint and Last  Survivor  Annuity.  Under this  option,  we will make
annuity  payments  each month so long as the  annuitant  and a second person are
both alive.  When either of these people dies,  we will continue to make annuity
payments,  so long as the survivor  continues to live. The amount of the annuity
payments we will make to the  survivor  can be equal to 100%,  66 2/3% or 50% of
the amount that we would have paid if both were alive.



3.   PURCHASE

Purchase Payments
A  purchase  payment  is the money you give us to  invest in the  contract.  The
contracts are no longer  available for sale.  However,  you can continue to make
additional  purchase  payments to your  existing  contract.  The minimum we will
accept is $5,000 when the contract is purchased as a non-qualified  contract. If
you  are  purchasing  the  contract  as part  of an IRA  (Individual  Retirement
Annuity),  401(k) or other qualified plan, the minimum we will accept is $2,000.
The maximum purchase payment we accept is $1 million without our prior approval.
You can  make  additional  purchase  payments  of  $500  or more to any  type of
contract.  Cova reserves the right to reject any purchase payment (except in New
Jersey).


Allocation of Purchase Payments
When you purchase a contract,  we will  allocate  your  purchase  payment to the
fixed account and/or one or more of the investment portfolios you have selected.
If you make additional purchase payments,  we will allocate them in the same way
as your first  purchase  payment  unless you tell us otherwise.  There is a $500
minimum  allocation  requirement  for the fixed account and for each  investment
portfolio.

Once we receive your  purchase  payment and the necessary  information,  we will
issue your contract and allocate your first purchase payment within two business
days. If you do not give us all of the  information we need, we will contact you
to get it. If for some reason we are unable to complete this process within five
business  days,  we will either send back your money or get your  permission  to
keep it until we get all of the necessary information.  If you add more money to
your  contract by making  additional  purchase  payments,  we will credit  these
amounts to your  contract  within one business day. Our business day closes when
the New York Stock Exchange closes, usually 4:00 p.m. Eastern time.


Free Look
If you change your mind about owning this contract,  you can cancel it within 10
days after receiving it (or the period required in your state).  When you cancel
the contract within this time period,  Cova will not assess a withdrawal charge.
You will receive back whatever your contract is worth on the day we receive your
request.  In certain states, or if you have purchased the contract as an IRA, we
may be required to give you back your  purchase  payment if you decide to cancel
your contract  within 10 days after receiving it (or whatever period is required
in your state).  If that is the case,  we reserve the right to put your purchase
payment  in the Money  Market  Fund for 15 days  before we  allocate  your first
purchase  payment to the investment  portfolio(s)  you have  selected.  (In some
states,  the period may be longer.) In such case,  we will refund the greater of
purchase payments (less withdrawals) or contract value. Currently, Cova directly
allocates  your  purchase  payment to the  investment  portfolios  and/or  fixed
account you select.


Accumulation Units
The value of the variable  annuity  portion of your  contract will go up or down
depending upon the investment  performance  of the investment  portfolio(s)  you
choose.  In order to keep track of the value of your contract,  we use a unit of
measure we call an accumulation  unit. (An accumulation  unit works like a share
of a mutual  fund.)  During the income phase of the contract we call the unit an
annuity unit.

Every  day we  determine  the  value  of an  accumulation  unit  for each of the
investment portfolios. We do this by:

1.   determining the total amount of money invested in the particular investment
     portfolio;

2.   subtracting  from that amount any  insurance  charges and any other charges
     such as taxes we have deducted; and

3.   dividing this amount by the number of outstanding accumulation units.

The value of an accumulation unit may go up or down from day to day.

When you make a purchase  payment,  we credit your  contract  with  accumulation
units.  The number of accumulation  units credited is determined by dividing the
amount of the purchase payment allocated to an investment portfolio by the value
of the accumulation unit for that investment portfolio.

We calculate the value of an  accumulation  unit for each  investment  portfolio
after the New York Stock Exchange closes each day and then credit your contract.

Example:
   On Monday we receive an additional  purchase  payment of $5,000 from you. You
   have told us you want this to go to the Quality Bond Portfolio.  When the New
   York Stock Exchange closes on that Monday,  we determine that the value of an
   accumulation  unit for the Quality Bond  Portfolio is $13.90.  We then divide
   $5,000 by $13.90  and  credit  your  contract  on Monday  night  with  359.71
   accumulation units for the Quality Bond Portfolio.



4.   INVESTMENT OPTIONS

The contract offers 34 investment portfolios which are listed below.  Additional
investment portfolios may be available in the future.

You should  read the  prospectuses  for these funds  carefully.  Copies of these
prospectuses  will  be  sent  to you  with  your  Contract.  Certain  portfolios
contained in the fund prospectuses may not be available with your contract. (See
Appendix B which contains a summary of investment  objectives and strategies for
each investment portfolio.)

The investment  objectives and policies of certain of the investment  portfolios
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  portfolios  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.


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
  AIM V.I. International Equity Fund
  AIM V.I. Value Fund


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)
  Real Estate Investment Portfolio (Class A)


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.  Each investment portfolio has a different investment
objective.  Cova Advisory has engaged  sub-advisers to provide investment advice
for the individual  investment  portfolios.  The following investment portfolios
are available under the contract:

J.P.  Morgan  Investment  Management  Inc. is the  sub-adviser  to the following
portfolios:

  Select Equity Portfolio
  Small Cap Stock Portfolio
  International Equity Portfolio
  Quality Bond Portfolio
  Large Cap Stock Portfolio

Lord, Abbett & Co. is the sub-adviser to the following portfolios:

  Bond Debenture Portfolio
  Mid-Cap Value Portfolio
  Large Cap Research Portfolio
  Developing Growth Portfolio
  Lord Abbett Growth and Income Portfolio


Franklin Templeton Variable Insurance Products Trust
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.   Franklin  Templeton  Variable  Insurance
Products  Trust  issues two classes of shares - Class 1 and Class 2. Only shares
of Class 1 are available under your contract. Templeton Investment Counsel, Inc.
is the  investment  manager  of the  Templeton  International  Securities  Fund.
Templeton  Global  Advisors  Limited is the investment  manager of the Templeton
Growth  Securities  Fund and Templeton  Asset  Management Ltd. is the investment
manager of the  Templeton  Developing  Markets  Securities  Fund.  The following
portfolios are available under the contract:

  Templeton International Securities
    (formerly Templeton International)

  Templeton Growth Securities
    (the surviving fund of the merger with Templeton Stock)

  Templeton Developing Markets Securities
    (formerly, Templeton Developing 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


Kemper Variable Series
Kemper Variable Series is a mutual fund with multiple portfolios. Scudder Kemper
Investments,  Inc.  (Scudder  Kemper) is the  investment  manager for the Kemper
Government Securities  Portfolio,  the Kemper Small Cap Growth Portfolio and the
Kemper Small Cap Value Portfolio.  Scudder Kemper,  as investment  manager,  has
retained  Dreman  Value  Management,  L.L.C.  to  serve as  sub-adviser  for the
Kemper-Dreman  High  Return  Equity  Portfolio.  The  following  portfolios  are
available under the contract:

  Kemper Small Cap Value Portfolio
  Kemper Government Securities Portfolio
  Kemper Small Cap Growth Portfolio
  Kemper-Dreman High Return Equity Portfolio


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
  MFS Research Series
  MFS Growth With Income Series
  MFS High Income Series
  MFS Global Governments Series
  MFS Bond Series


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  III are each a mutual  fund  with  multiple
portfolios  managed by Fidelity  Management & Research  Company.  The  following
portfolios are available under the contract:

Variable Insurance Products Fund:
  VIP Growth Portfolio
  VIP Equity-Income Portfolio
Variable Insurance Products Fund II:
  VIP II Contrafund Portfolio
Variable Insurance Products Fund III:
  VIP III Growth Opportunities Portfolio
  VIP III Growth & Income Portfolio

Shares of the investment  portfolios  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  Cova.  Certain
investment  portfolios may also be sold directly to qualified  plans.  The funds
believe that offering their shares in this manner will not be disadvantageous to
you.

Cova may enter into certain  arrangements  under which it is  reimbursed  by the
investment   portfolios'  advisers,   distributors  and/or  affiliates  for  the
administrative services which it provides to the portfolios.

Transfers
You can transfer money among the fixed account and the investment portfolios.

Cova has  reserved the right during the year to terminate or modify the transfer
provisions described below, subject to applicable state laws and regulations.

Telephone Transfers.  You and/or your registered  representative on your behalf,
can make  transfers by  telephone.  Telephone  transfers  will be  automatically
permitted  unless you tell us  otherwise.  If you own the contract  with a joint
owner, unless Cova is instructed  otherwise,  Cova will accept instructions from
either you or the other owner.  Cova will use  reasonable  procedures to confirm
that instructions  given us by telephone are genuine.  If Cova fails to use such
procedures,  we may be liable for any losses due to  unauthorized  or fraudulent
instructions. Cova tape records all telephone instructions.

Transfers  during the  Accumulation  Phase. You can make 12 transfers every year
during  the  accumulation  phase  without  charge.  We  measure  a year from the
anniversary  of the day we issued your  contract.  You can make a transfer to or
from the fixed account and to or from any investment portfolio. If you make more
than 12 transfers in a year,  there is a transfer fee  deducted.  The  following
apply to any transfer during the accumulation phase:

1.   The minimum  amount  which you can transfer is $500 or your entire value in
     the investment portfolio or fixed account.

2.   Your request for transfer must clearly state which investment  portfolio(s)
     or the fixed account are involved in the transfer.

3.   Your request for transfer must clearly state how much the transfer is for.

4.   You cannot make any transfers within 7 calendar days of the annuity date.

Transfers  during the Income  Phase.  You can only make  transfers  between  the
investment  portfolios once each year. We measure a year from the anniversary of
the day we issued your contract.  You cannot  transfer from the fixed account to
an  investment  portfolio,  but you can  transfer  from  one or more  investment
portfolios to the fixed account at any time.


Dollar Cost Averaging Program
The Dollar Cost Averaging Program allows you to systematically transfer
a set amount each month from the Money  Market Fund or the fixed  account to any
of the  other  investment  portfolio(s).  By  allocating  amounts  on a  regular
schedule as opposed to allocating the total amount at one  particular  time, you
may be less  susceptible to the impact of market  fluctuations.  The Dollar Cost
Averaging Program is available only during the accumulation phase.

The minimum amount which can be transferred each month is $500. You must have at
least  $6,000 in the Money  Market  Fund or the fixed  account,  (or the  amount
required to  complete  your  program,  if less) in order to  participate  in the
Dollar Cost Averaging Program. Currently, Cova does not charge for participating
in the Dollar  Cost  Averaging  Program.  Cova will waive the  minimum  transfer
amount and the minimum amount required to establish dollar cost averaging if you
establish  dollar  cost  averaging  for 6 or 12  months  at the time you buy the
contract.

Cova  reserves  the right to  modify,  terminate  or  suspend  the  Dollar  Cost
Averaging Program.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in  determining  any transfer  fee.
Cova may, from time to time,  offer other dollar cost  averaging  programs which
may have terms different from those described above.


Automatic Rebalancing Program
Once your money has been allocated to the investment portfolios, the performance
of each  portfolio  may cause  your  allocation  to shift.  You can direct us to
automatically  rebalance  your  contract to return to your  original  percentage
allocations  by selecting our  Automatic  Rebalancing  Program.  You can tell us
whether to rebalance quarterly, semi-annually or annually. We will measure these
periods from the  anniversary of the date we issued your contract.  The transfer
date will be the 1st business day after the end of the period you selected.

The  Automatic  Rebalancing  Program is available  only during the  accumulation
phase.  Currently,  Cova does not  charge  for  participating  in the  Automatic
Rebalancing  Program. If you participate in the Automatic  Rebalancing  Program,
the transfers  made under the program are not taken into account in  determining
any transfer fee.

Example:
   Assume that you want your initial purchase payment split between 2 investment
   portfolios. You want 40% to be in the Quality Bond Portfolio and 60% to be in
   the Select Equity  Portfolio. Over the next 2 1/2 months the bond market does
   very well while the stock  market  performs  poorly.  At the end of the first
   quarter,  the Quality Bond  Portfolio  now  represents  50% of your  holdings
   because of its  increase in value.  If you have chosen to have your  holdings
   rebalanced  quarterly,  on the first day of the next quarter,  Cova will sell
   some of your units in the Quality  Bond  Portfolio to bring its value back to
   40% and use the money to buy more units in the  Select  Equity  Portfolio  to
   increase those holdings to 60%.


Approved Asset Allocation Programs
Cova recognizes the value to certain owners of having available, on a continuous
basis,  advice for the  allocation  of your money among the  investment  options
available under the contracts. Certain providers of these types of services have
agreed  to  provide  such   services  to  owners  in   accordance   with  Cova's
administrative rules regarding such programs.

Cova has made no  independent  investigation  of these  programs.  Cova has only
established that these programs are compatible with our  administrative  systems
and rules.  Approved asset  allocation  programs are only  available  during the
accumulation  phase.  Currently,  Cova does not charge for  participating  in an
approved asset allocation program.

Even though Cova  permits the use of approved  asset  allocation  programs,  the
contract was not designed for professional market timing organizations. Repeated
patterns  of  frequent  transfers  are  disruptive  to  the  operations  of  the
investment portfolios, and when Cova becomes aware of such disruptive practices,
we may modify the transfer provisions of the contract.

If you participate in an Approved Asset Allocation  Program,  the transfers made
under the program are not taken into account in determining any transfer fee.


Voting Rights
Cova is the  legal  owner of the  investment  portfolio  shares.  However,  Cova
believes that when an investment  portfolio solicits proxies in conjunction with
a vote of  shareholders,  it is required  to obtain from you and other  affected
owners  instructions  as to how to vote  those  shares.  When we  receive  those
instructions,  we will  vote all of the  shares  we own in  proportion  to those
instructions.  This  will  also  include  any  shares  that Cova owns on its own
behalf.  Should Cova determine that it is no longer  required to comply with the
above, we will vote the shares in our own right.


Substitution
Cova may be required to substitute  one of the  investment  portfolios  you have
selected with another portfolio. We would not do this without the prior approval
of the Securities and Exchange Commission. We will give you notice of our intent
to do this.



5.   EXPENSES

There are charges and other expenses  associated  with the contracts that reduce
the return on your investment in the contract. These charges and expenses are:


Insurance Charges
Each day, Cova makes a deduction for its  insurance  charges.  Cova does this as
part of its calculation of the value of the  accumulation  units and the annuity
units. The insurance charge has two parts:

o    the mortality and expense risk premium, and

o    the administrative expense charge.

Mortality  and Expense Risk  Premium.  This charge is  equivalent,  on an annual
basis,  to 1.25% of the daily value of the  contracts  invested in an investment
portfolio,  after  fund  expenses  have been  deducted.  This  charge is for the
insurance  benefits e.g.,  guarantee of annuity rates,  the death benefits,  for
certain expenses of the contract,  and for assuming the risk (expense risk) that
the  current  charges  will be  insufficient  in the future to cover the cost of
administering  the  contract.   If  the  charges  under  the  contract  are  not
sufficient,  then Cova will bear the loss. Cova does, however,  expect to profit
from this charge.  The mortality  and expense risk premium  cannot be increased.
Cova may use any  profits  it makes  from  this  charge  to pay for the costs of
distributing the contract.

Administrative Expense Charge. This charge is equal, on an annual basis, to .15%
of the daily value of the contracts invested in an investment  portfolio,  after
fund  expenses  have been  deducted.  This  charge,  together  with the contract
maintenance  charge  (see  below),  is for  the  expenses  associated  with  the
administration of the contract.  Some of these expenses are:  preparation of the
contract, confirmations,  annual reports and statements, maintenance of contract
records,  personnel costs,  legal and accounting fees, filing fees, and computer
and systems costs. Because this charge is taken out of every unit value, you may
pay more in administrative costs than those that are associated solely with your
contract.  Cova does not intend to profit  from this  charge.  However,  if this
charge and the contract  maintenance charge are not enough to cover the costs of
the contracts in the future, Cova will bear the loss.


Contract Maintenance Charge
During the  accumulation  phase,  every year on the anniversary of the date when
your  contract  was issued,  Cova  deducts $30 from your  contract as a contract
maintenance charge. (In South Carolina, the charge is the lesser of $30 or 2% of
the value of the  contract.)  This charge is for  administrative  expenses  (see
above). This charge cannot be increased.

Cova will not  deduct  this  charge  during the  accumulation  phase if when the
deduction is to be made, the value of your contract is $50,000 or more. Cova may
some time in the future discontinue this practice and deduct the charge.

If you make a complete withdrawal from your contract,  the contract  maintenance
charge will also be deducted.  A pro rata portion of the charge will be deducted
if the annuity date is other than an  anniversary.  After the annuity date,  the
charge will be collected monthly out of the annuity payment.


Withdrawal Charge
During the accumulation phase, you can make withdrawals from your contract. Cova
keeps track of each purchase payment. Once a year after the first year (and once
a year  during the first year for  purposes of payment of  charitable  remainder
trust  administration  fees),  you can withdraw up to 10% of your total purchase
payments and no withdrawal charge will be assessed on the 10%, if on the day you
make your  withdrawal (in New Jersey,  on the day Cova processes the withdrawal)
the value of your  contract  is  $5,000 or more.  Withdrawals  for  purposes  of
payment of charitable  remainder trust  administration  fees are included in the
10% free withdrawal amount. Otherwise, the charge is 5% of each purchase payment
you take out unless the purchase  payment was made more than 5 years ago.  After
Cova has had a  purchase  payment  for 5  years,  there  is no  charge  when you
withdraw  that  purchase  payment.  Cova does not assess a withdrawal  charge on
earnings withdrawn from the contract.  Earnings are defined as the value in your
contract minus the remaining purchase payments in your contract.  The withdrawal
order for calculating the withdrawal charge is shown below.

o    10% of purchase payments free.

o    Remaining  purchase payments that are over 5 years old and not subject to a
     withdrawal charge.

o    Earnings in the contract free.

o    Remaining  purchase payments that are less than 5 years old and are subject
     to a withdrawal charge.

For purposes of calculating the withdrawal charge,  slightly different rules may
apply to Section 1035 exchanges.

When  the  withdrawal  is for  only  part of the  value  of your  contract,  the
withdrawal charge is deducted from the remaining value in your contract.

Cova does not assess the  withdrawal  charge on any payments paid out as annuity
payments or as death benefits.

NOTE: For tax purposes, earnings are considered to come out first.


Reduction or Elimination of the Withdrawal Charge
General
Cova will  reduce or  eliminate  the amount of the  withdrawal  charge  when the
contract  is sold  under  circumstances  which  reduce its sales  expense.  Some
examples are: if there is a large group of  individuals  that will be purchasing
the contract or a prospective  purchaser  already had a relationship  with Cova.
Cova will not deduct a withdrawal  charge under a contract issued to an officer,
director or employee of Cova or any of its affiliates.

Nursing Home Waiver
After you have owned the  contract  for one year,  if you, or your joint  owner,
becomes  confined to a nursing home or hospital for at least 90 consecutive days
under a doctor's care and you need part or all of the money from your  contract,
Cova will not impose a  withdrawal  charge.  You or your joint owner cannot have
been so confined when you purchased your contract  (confinement must begin after
the  first  contract  anniversary)  if  you  want  to  take  advantage  of  this
provision.This  is  called  the  Nursing  Home  Waiver.  This  provision  is not
available in all states.


Premium Taxes
Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium taxes or similar  taxes.  Cova is  responsible  for the payment of these
taxes and will make a deduction from the value of the contract for them. Some of
these  taxes are due when the  contract is issued,  others are due when  annuity
payments  begin.  It is Cova's  current  practice to not charge anyone for these
taxes  until  annuity  payments  begin.  Cova  may,  some  time  in the  future,
discontinue  this  practice  and assess the charge when the tax is due.  Premium
taxes generally range from 0% to 4%, depending on the state.


Transfer Fee
You can make 12 free  transfers  every  year.  We measure a year from the day we
issue your contract. If you make more than 12 transfers a year, we will deduct a
transfer fee of $25 or 2% of the amount that is transferred, whichever is less.

If the  transfer is part of the Dollar Cost  Averaging  Program,  the  Automatic
Rebalancing  Program or an Approved Asset Allocation  Program, it will not count
in determining the transfer fee.




<PAGE>



Income Taxes
Cova will deduct from the contract for any income taxes which it incurs  because
of the contract. At the present time, we are not making any such deductions.


Investment Portfolio Expenses
There are  deductions  from and  expenses  paid out of the assets of the various
investment portfolios, which are described in the fund prospectuses.



6.   TAXES

NOTE:  Cova has  prepared  the  following  information  on  taxes  as a  general
discussion of the subject.  It is not intended as tax advice to any  individual.
You should consult your own tax adviser about your own  circumstances.  Cova has
included in the Statement of  Additional  Information  an additional  discussion
regarding taxes.


Annuity Contracts in General
Annuity contracts are a means of setting aside money for future needs -- usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

Simply  stated these rules provide that you will not be taxed on the earnings on
the money held in your annuity  contract  until you take the money out.  This is
referred to as tax  deferral.  There are  different  rules as to how you will be
taxed  depending  on how you take the  money  out and the  type of  contract  --
qualified or non-qualified (see following sections).

You, as the owner,  will not be taxed on increases in the value of your contract
until a  distribution  occurs -- either as a withdrawal or as annuity  payments.
When you make a withdrawal you are taxed on the amount of the withdrawal that is
earnings. For annuity payments, different rules apply. A portion of each annuity
payment is treated as a partial return of your purchase payments and will not be
taxed. The remaining  portion of the annuity payment will be treated as ordinary
income.  How the annuity  payment is divided  between  taxable  and  non-taxable
portions depends upon the period over which the annuity payments are expected to
be made.  Annuity payments received after you have received all of your purchase
payments are fully includible in income.

When  a  non-qualified   contract  is  owned  by  a  non-natural  person  (e.g.,
corporation or certain other entities other than a trust holding the contract as
an agent for a natural person), the contract will generally not be treated as an
annuity for tax purposes.


Qualified and Non-Qualified Contracts
If you purchase the contract as an  individual  and not under any pension  plan,
specially sponsored program or an individual  retirement annuity,  your contract
is referred to as a non-qualified contract. If you purchase the contract under a
pension plan, specially sponsored program, or an individual  retirement annuity,
your  contract is referred to as a  qualified  contract.  Examples of  qualified
plans are:  Individual  Retirement  Annuities  (IRAs),  Tax-Sheltered  Annuities
(sometimes  referred to as 403(b)  contracts),  and  pension and  profit-sharing
plans, which include 401(k) plans and H.R. 10 plans.

A qualified  contract will not provide any necessary or additional  tax deferral
if it is used to fund a  qualified  plan  that  is tax  deferred.  However,  the
contract has features and benefits  other than tax deferral  that may make it an
appropriate investment for a qualified plan. You should consult your tax adviser
regarding these features and benefits prior to purchasing a qualified contract.


Withdrawals - Non-Qualified Contracts
If you make a withdrawal  from your contract,  the Code treats such a withdrawal
as first  coming  from  earnings  and then from  your  purchase  payments.  Such
withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty. They include any amounts:

(1)  paid on or after the taxpayer reaches age 59 1/2;

(2)  paid after you die;

(3)  paid if the taxpayer  becomes totally  disabled (as that term is defined in
     the Code);

(4)  paid in a series of  substantially  equal  payments  made annually (or more
     frequently) for life or a period not exceeding life expectancy;

(5)  paid under an immediate annuity; or

(6) which come from purchase payments made prior to August 14, 1982.


Withdrawals - Qualified Contracts
If you  make a  withdrawal  from  your  qualified  contract,  a  portion  of the
withdrawal is treated as taxable  income.  This portion  depends on the ratio of
pre-tax purchase  payments to the after-tax  purchase payments in your contract.
If all of your  purchase  payments  were made with  pre-tax  money then the full
amount of any  withdrawal  is includible  in taxable  income.  Special rules may
apply to withdrawals  from certain types of qualified  contracts.  The Code also
provides that any amount  received under a qualified  contract which is included
in income may be subject to a penalty. The amount of the penalty is equal to 10%
of the amount that is includible in income. Some withdrawals will be exempt from
the penalty. They include any amounts:

(1)  paid on or after you reach age 59 1/2;

(2)  paid after you die;

(3)  paid if you become totally disabled (as that term is defined in the Code);

(4)  paid to you after  leaving  your  employment  in a series of  substantially
     equal periodic payments made annually (or more frequently) under a lifetime
     annuity;

(5)  paid to you after you have attained age 55 and you have left your
     employment;

(6)  paid for certain allowable medical expenses (as defined in the Code);

(7)  paid pursuant to a qualified domestic relations order;

(8)  paid on account of an IRS levy upon the qualified contract;

(9)  paid from an IRA for medical insurance (as defined in the Code);

(10) paid from an IRA for qualified higher education expenses; or

(11) paid  from an IRA for up to  $10,000  for  qualified  first-time  homebuyer
     expenses (as defined in the Code).

The  exceptions in (5) and (7) above do not apply to IRAs.  The exception in (4)
above applies to IRAs but without the requirement of leaving employment.

We have  provided a more  complete  discussion  in the  Statement of  Additional
Information.


Withdrawals - Tax-Sheltered Annuities
The Code limits the withdrawal of amounts attributable to purchase payments made
under a salary  reduction  agreement  by owners  from  Tax-Sheltered  Annuities.
Withdrawals can only be made when an owner:

(1)  reaches age 59 1/2;

(2)  leaves his/her job;

(3)  dies;

(4)  becomes disabled (as that term is defined in the Code); or

(5)  in the case of hardship.

However,  in the case of  hardship,  the owner can only  withdraw  the  purchase
payments and not any earnings.


Diversification
The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity contract. Cova believes that the investment portfolios are being managed
so as to comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Cova would be
considered  the owner of the  shares of the  investment  portfolios.  If you are
considered the owner of the shares,  it will result in the loss of the favorable
tax  treatment  for the  contract.  It is  unknown  to what  extent  owners  are
permitted  to  select  investment  portfolios,   to  make  transfers  among  the
investment portfolios or the number and type of investment portfolios owners may
select from without being considered the owner of the shares. If any guidance is
provided which is considered a new position,  then 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  contract,  could be  treated  as the  owner of the  shares  of the
investment portfolios.

Due to the  uncertainty  in this  area,  Cova  reserves  the right to modify the
contract in an attempt to maintain favorable tax treatment.



7.   ACCESS TO YOUR MONEY

You can have access to the money in your contract:

(1)  by making a withdrawal (either a partial or a complete withdrawal);

(2)  by electing to receive annuity payments; or

(3)  when a death benefit is paid to your beneficiary.

Under most  circumstances,  withdrawals can only be made during the accumulation
phase.

When you make a complete withdrawal you will receive the withdrawal value of the
contract.  The withdrawal  value of the contract is the value of the contract at
the  end of the  business  day  when  Cova  receives  a  written  request  for a
withdrawal:

o    less any applicable withdrawal charge,

o    less any premium tax, and

o    less any contract maintenance charge.

Unless you instruct Cova otherwise, any partial withdrawal will be made pro-rata
from  all  the  investment   portfolios  and  the  fixed  account.   Under  most
circumstances,  the amount of any partial  withdrawal must be for at least $500.
Cova  requires  that  after a  withdrawal  is made you keep at least $500 in any
selected investment  portfolio.  If the remaining withdrawal value would be less
than $500  ($1,000  in New  Jersey)  after you make a  partial  withdrawal,  the
partial withdrawal amount will be the remaining withdrawal value.

When you make a withdrawal,  the amount of the death benefit may be reduced. See
"Death Benefits."

There are limits to the amount you can withdraw  from a qualified  plan referred
to as a  403(b)  plan.  For a more  complete  explanation  see  "Taxes"  and the
discussion in the Statement of Additional Information.

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.


Systematic Withdrawal Program
You may  use  the  Systematic  Withdrawal  Program.  This  program  provides  an
automatic  monthly  payment to you of up to 10% of your total purchase  payments
each year. No withdrawal  charge will be made for these payments.  Cova does not
have any  charge  for this  program,  but  reserves  the  right to charge in the
future.  If you use  this  program,  you may not  also  make a  single  10% free
withdrawal.  For a  discussion  of  the  withdrawal  charge  and  the  10%  free
withdrawal, see "Expenses."

Income taxes,  tax penalties  and certain  restrictions  may apply to Systematic
Withdrawals.


Suspension of Payments or Transfers
Cova may be  required  to  suspend  or  postpone  payments  for  withdrawals  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  portfolios  is  not  reasonably   practicable  or  Cova  cannot
     reasonably value the shares of the investment portfolios;

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

Cova has reserved the right to defer  payment for a withdrawal  or transfer from
the fixed  account  for the  period  permitted  by law but not for more than six
months.



8.   PERFORMANCE

Cova periodically  advertises  performance of the various investment portfolios.
Cova will  calculate  performance by  determining  the percentage  change in the
value of an accumulation unit by dividing the increase  (decrease) for that unit
by the value of the  accumulation  unit at the  beginning  of the  period.  This
performance  number  reflects  the  deduction of the  insurance  charges and the
investment  portfolio  expenses.  It  does  not  reflect  the  deduction  of any
applicable  contract  maintenance charge and withdrawal charge. The deduction of
any applicable  contract  maintenance charge and withdrawal charges would reduce
the  percentage   increase  or  make  greater  any  percentage   decrease.   Any
advertisement will also include total return figures which reflect the deduction
of the insurance charges,  contract  maintenance charge,  withdrawal charges and
the investment portfolio expenses.

For periods  starting prior to the date the contracts  were first  offered,  the
performance  will be based on the historical  performance  of the  corresponding
investment  portfolios  for the  periods  commencing  from the date on which the
particular investment portfolio was made available through the Separate Account.
In addition,  for certain investment portfolios performance may be shown for the
period  commencing  from the inception date of the investment  portfolio.  These
figures should not be interpreted  to reflect actual  historical  performance of
the Separate Account.

Cova may, from time to time, include in its advertising and sales materials, tax
deferred  compounding  charts and other  hypothetical  illustrations,  which may
include comparisons of currently taxable and tax deferred  investment  programs,
based on selected tax brackets.

Appendix C contains performance information that you may find informative. It is
divided into various parts,  depending upon the type of performance  information
shown.  Future  performance  will vary and the results shown are not necessarily
representative of future results.



9.   DEATH BENEFIT

Upon Your Death
If you die before annuity payments begin,  Cova will pay a death benefit to your
beneficiary  (see below).  If you have a joint owner,  the death benefit will be
paid when the first of you dies.  Joint  owners must be spouses.  The  surviving
joint owner will be treated as the beneficiary.

Beginning May 1, 1999,  at the time you buy the  contract,  you can select Death
Benefit  Option B or E. If you do not choose an option on the forms  provided by
Cova, Option E will be your death benefit. If, at the time you buy the contract,
the  endorsement  for Death Benefit Option E is not approved in your state,  you
can select  Death  Benefit  Option A or B. If you do not choose an option on the
forms provided by Cova, Option A will be your death benefit.  If you bought your
contract  before May 1, 1998,  you were given the  opportunity  to choose  Death
Benefit  Option B or C on your next contract  anniversary  after May 1, 1998 (or
during a 60 day period after both options were  approved in your state).  If you
did not make an  election  during  such time  period,  your  death  benefit  was
automatically enhanced to Death Benefit Option B. If on May 1, 1998, you or your
joint owner were 80 or older,  you were  unaffected  by the changes in the death
benefits and Option D continues to be your death benefit.

From May 1, 1998 to April 30,  1999,  at the time you bought the  contract,  you
were given the opportunity to select Death Benefit Option A or B. If you did not
choose an option on the forms provided by Cova, Option A is your death benefit.

The death  benefits are described  below.  If you have a joint owner,  the death
benefit is  determined  based on the age of the oldest joint owner and the death
benefit is payable on the death of the first joint owner.


DEATH BENEFIT OPTION A
Prior to you, or your joint owner,  reaching  age 80, the death  benefit will be
the greatest of:

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals); or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The greatest adjusted contract value (GACV) (as explained below).

The GACV is evaluated at each contract  anniversary prior to the date of your or
your joint owner's  death,  and on each day a purchase  payment or withdrawal is
made. On the contract anniversary, if the current contract value is greater than
the GACV, the GACV will be increased to the current value of your contract. If a
purchase  payment is made, the amount of the purchase  payment will increase the
GACV. If a withdrawal is made, the GACV will be reduced by the amount  withdrawn
(and any associated  withdrawal  charges)  divided by the value of your contract
immediately  before the withdrawal  multiplied by the GACV immediately  prior to
the withdrawal.  The following  example  describes the effect of a withdrawal on
the GACV:

Example:

   Assumed facts for example:
   $10,000 current GACV
   $ 8,000 contract value
   $ 2,100 partial  withdrawal ($ 2,000 withdrawal + $100 withdrawal charge) New
   GACV = $10,000 - [($2,100 / $8,000) X $10,000]  which  results in the current
   GACV of $10,000 being reduced by $2,625 The new GACV is $7,375.

After you, or your joint  owner,  reaches age 80, the death  benefit will be the
greatest of:

1.   Total purchase  payments  made,  less any  withdrawals  (and any withdrawal
     charges paid on the withdrawals); or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The greatest adjusted contract value (GACV) (as explained below).

The GACV is evaluated at each  contract  anniversary  on or before your, or your
joint owner's,  80th birthday,  and on each day a purchase payment or withdrawal
is made. On the contract  anniversary  on or before your, or your joint owner's,
80th birthday,  if the current contract value is greater than the GACV, the GACV
will be increased to the current value of your contract.  If a purchase  payment
is made,  the  amount of the  purchase  payment  will  increase  the GACV.  If a
withdrawal is made, the example above explains the effect of a withdrawal on the
GACV.


DEATH BENEFIT OPTION B
Prior to you, or your joint owner,  reaching  age 80, the death  benefit will be
the greatest of:

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals) accumulated at an annual rate of 4% until the date
     of death; or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The  greatest  of the values of your  contract  resulting  from  taking the
     contract value on any five (5) year contract  anniversary prior to your, or
     your joint  owner's  death;  plus any payments you made  subsequent to that
     contract anniversary, less any withdrawals (and any withdrawal charges paid
     on the withdrawals) subsequent to that contract anniversary.

After you, or your joint  owner,  reaches age 80, the death  benefit will be the
greatest of:

1.   Total purchase payments made on or before your, or your joint owner's, 80th
     birthday,  less any  withdrawals  (and any  withdrawal  charges paid on the
     withdrawals)  accumulated  at an annual rate of 4% until you, or your joint
     owner,  reach  age 80,  plus any  subsequent  purchase  payments,  less any
     subsequent   withdrawals   (and  any   withdrawal   charges   paid  on  the
     withdrawals); or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The  greatest  of the  values of the  contract  resulting  from  taking the
     contract value on any prior five (5) year contract anniversary on or before
     your or your joint owner's 80th birthday,  plus any purchase  payments made
     after that contract  anniversary,  less any withdrawals (and any withdrawal
     charges paid on the withdrawals) made after that contract anniversary.


DEATH BENEFIT OPTION C
Prior to you, or your joint owner,  reaching  age 80, the death  benefit will be
the greatest of:

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals); or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The greatest adjusted contract value (GACV) (as explained below).

The GACV is initially the death  benefit  determined as of the day Cova receives
notice that you have elected this death benefit option.  This figure is based on
your  existing  death  benefit  as defined  in your  contract,  Option D (not as
defined in the endorsement for this option).  The GACV is then evaluated at each
subsequent contract anniversary prior to your or your joint owner's death and on
each  subsequent  day a purchase  payment or withdrawal is made. On the contract
anniversary,  if the current  contract  value is greater than the GACV, the GACV
will be increased to the current value of your contract.  If a purchase  payment
is made,  the  amount of the  purchase  payment  will  increase  the GACV.  If a
withdrawal is made,  the GACV will be reduced by the amount  withdrawn  (and any
associated withdrawal charges) divided by the value of your contract immediately
before  the  withdrawal   multiplied  by  the  GACV  immediately  prior  to  the
withdrawal.  The example above under Death Benefit  Option A explains the effect
of a withdrawal on the GACV under this death benefit option.

After you, or your joint  owner,  reaches age 80, the death  benefit will be the
greatest of:

1.   Total purchase  payments  made,  less any  withdrawals  (and any withdrawal
     charges paid on the withdrawals); or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The greatest adjusted contract value (GACV) (as explained below).

The GACV is initially the death  benefit  determined as of the day Cova receives
notice that you have elected this death benefit option.  This figure is based on
your  existing  death  benefit  as defined  in your  contract,  Option D (not as
defined in the endorsement for this option).  The GACV is then evaluated at each
subsequent contract  anniversary on or before your, or your joint owner's,  80th
birthday,  and on each subsequent day a purchase  payment or withdrawal is made.
On the contract  anniversary  on or before  your,  or your joint  owner's,  80th
birthday,  if the current contract value is greater than the GACV, the GACV will
be increased to the current  value of your  contract.  If a purchase  payment is
made, the amount of the purchase payment will increase the GACV. If a withdrawal
is made,  the GACV will be reduced by the amount  withdrawn  (and any associated
withdrawal charges) divided by the value of your contract immediately before the
withdrawal,  multiplied by the GACV  immediately  prior to the  withdrawal.  The
example above under Death  Benefit  Option A explains the effect of a withdrawal
on the GACV under this death benefit option.


DEATH BENEFIT OPTION D
Prior to you, or your joint owner,  reaching  age 80, the death  benefit will be
the greater of:

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals)  accumulated at an annual rate of 4% from the date
     your contract was issued until the date of death; or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The value of your contract on the most recent five year anniversary  before
     the  date of  death,  plus  any  subsequent  purchase  payments,  less  any
     withdrawals (and any withdrawal charges paid on the withdrawals).

After you, or your joint  owner,  reaches age 80, the death  benefit will be the
greater of:

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals)  accumulated at an annual rate of 4% from the date
     your  contract was issued  until you, or your joint owner,  reaches age 80,
     plus  any  subsequent  purchase  payments,  less any  withdrawals  (and any
     withdrawal charges paid on the withdrawals); or

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The values of your contract on the most recent five year  anniversary on or
     before you or your joint owner reaches 80, plus any purchase payments, less
     any withdrawals (and any withdrawal charges paid on the withdrawals).


DEATH BENEFIT OPTION E
Prior to you, or your joint owner,  reaching  age 80, the death  benefit will be
the greatest of:

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals);

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The greatest  contract value on any contract  anniversary prior to your, or
     your joint owner's death; plus any purchase payments you made subsequent to
     that contract anniversary, less any withdrawals (and any withdrawal charges
     paid on the withdrawals) subsequent to that contract anniversary.

After you, or your joint  owner,  reaches age 80, the death  benefit will be the
greatest of:

1.   Total purchase  payments,  less any withdrawals (and any withdrawal charges
     paid on the withdrawals);

2.   The value of your contract at the time the death benefit is to be paid; or

3.   The greatest contract value on any prior contract  anniversary on or before
     your, or your joint owner's 80th birthday;  plus any purchase  payments you
     made  after  that  contract  anniversary,  less  any  withdrawals  (and any
     withdrawal  charges paid on the  withdrawals)  you made after that contract
     anniversary.

Check your contract and applicable endorsement for your death benefit.

The entire death benefit must be paid within 5 years of the date of death unless
the  beneficiary  elects  to have the death  benefit  payable  under an  annuity
option.  The death benefit payable under an annuity option must be paid over the
beneficiary's  lifetime or for a period not extending  beyond the  beneficiary's
life expectancy. Payment must begin within one year of the date of death. If the
beneficiary  is the spouse of the owner,  he/she can  continue  the  contract in
his/her own name at the then current value. If a lump sum payment is elected and
all the necessary requirements are met, the payment will be made within 7 days.

Payment  under an annuity  option  may only be elected  during the 60 day period
beginning with the date Cova receives  proof of death.  If Cova does not receive
an  election  during  such  time,  it will  make a  single  sum  payment  to the
beneficiary at the end of the 60 day period.


Death of Annuitant
If the  annuitant,  not an owner or joint owner,  dies before  annuity  payments
begin, you can name a new annuitant.  If no annuitant is named within 30 days of
the death of the annuitant, you will become the annuitant. However, if the owner
is a non-natural person (for example,  a corporation),  then the death or change
of annuitant will be treated as the death of the owner,  and a new annuitant may
not be named.

Upon the death of the annuitant after annuity payments begin, the death benefit,
if any, will be as provided for in the annuity option selected.



10.  OTHER INFORMATION

Cova
Cova Financial Services Life Insurance Company (Cova) was incorporated on August
17, 1981 as Assurance Life Company, a Missouri corporation, and changed its name
to Xerox Financial  Services Life Insurance  Company in 1985. 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 Services Life Insurance Company. On January 6, 2000, Metropolitan Life
Insurance Company (MetLife) acquired GenAmerica Corporation, the ultimate parent
company of General American Life. The acquisition of GenAmerica Corporation does
not affect policy benefits or any other terms or conditions under your contract.
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  licensed to do  business  in the  District  of Columbia  and all states
except California, Maine, New Hampshire, New York and Vermont.


The Separate Account
Cova has  established  a separate  account,  Cova Variable  Annuity  Account One
(Separate Account), to hold the assets that underlie the contracts. The Board of
Directors of Cova adopted a resolution to establish  the Separate  Account under
Missouri  insurance  law on February 24, 1987. We have  registered  the Separate
Account with the Securities and Exchange  Commission as a unit investment  trust
under the Investment  Company Act of 1940. The Separate  Account is divided into
sub-accounts.

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


Distributor
Cova Life Sales  Company  (Life  Sales),  One Tower Lane,  Suite 3000,  Oakbrook
Terrace,  Illinois  60181-4644,  acts as the distributor of the contracts.  Life
Sales is an affiliate of Cova.  Commissions will be paid to  broker-dealers  who
sell  the  contracts.  Broker-dealers  will  be paid  commissions  up to 5.5% of
purchase  payments but, under certain  circumstances,  may be paid an additional
 .5% commission.  Sometimes, Cova enters into an agreement with the broker-dealer
to pay the  broker-dealer  persistency  bonuses,  in  addition  to the  standard
commissions.


Ownership
Owner. You, as the owner of the contract, have all the interest and rights under
the contract.  Prior to the annuity date, the owner is as designated at the time
the  contract is issued,  unless  changed.  On and after the annuity  date,  the
annuitant is the owner (this may be a taxable event).  The  beneficiary  becomes
the owner when a death  benefit is payable.  When this  occurs,  some  ownership
rights may be limited.

Joint Owner. The contract can be owned by joint owners.  Any joint owner must be
the spouse of the other owner (except in Pennsylvania). Upon the death of either
joint owner, the surviving spouse will be the designated beneficiary.  Any other
beneficiary  designation at the time the contract was issued or as may have been
later  changed  will be treated as a  contingent  beneficiary  unless  otherwise
indicated.


Beneficiary
The  beneficiary  is the  person(s)  or  entity  you name to  receive  any death
benefit.  The  beneficiary  is named at the time the  contract is issued  unless
changed at a later date.  Unless an irrevocable  beneficiary has been named, you
can change the beneficiary at any time before you die.


Assignment
You can assign the contract at any time during your  lifetime.  Cova will not be
bound by the assignment  until it receives the written notice of the assignment.
Cova will not be liable for any  payment or other  action we take in  accordance
with the contract before we receive notice of the assignment.  An assignment may
be a taxable event.

If the contract is issued pursuant to a qualified plan, there may be limitations
on your ability to assign the contract.


Financial Statements
The consolidated financial statements of Cova and the Separate Account have been
included in the Statement of Additional Information.


Table of Contents of the
Statement of Additional Information
     Company
     Experts
     Legal Opinions
     Distribution
     Calculation of Performance Information
     Federal Tax Status
     Annuity Provisions
     Financial Statements



<PAGE>




APPENDIX A
Condensed Financial Information

Accumulation Unit Value History
The  following  schedule  includes  accumulation  unit  values  for the  periods
indicated.  This data has been extracted from the Separate  Account's  Financial
Statements.  This  information  should be read in conjunction  with the Separate
Account's  Financial  Statements  and related  notes  which are  included in the
Statement of Additional Information.
<TABLE>
<CAPTION>

                                                                        Year or        Year or        Year or         Year or
                                                                        Period          Period         Period          Period
                                                                         Ended           Ended          Ended           Ended
                                                                       12/31/99        12/31/98       12/31/97        12/31/96
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>
AIM Variable Insurance Funds Managed by A I M Advisors, Inc.
AIM V.I. Capital Appreciation Sub-Account
     Beginning of Period                                                $11.77          $10.00            *              *
     End of Period                                                       16.79           11.77
     Number of Accum. Units
      Outstanding                                                       901,235         183,488
------------------------------------------------------------------------------------------------------------------------------------

AIM V.I. International Equity Sub-Account
     Beginning of Period                                                $11.39          $10.00            *              *
     End of Period                                                       17.42           11.39
     Number of Accum. Units
      Outstanding                                                       277,998         204,072
------------------------------------------------------------------------------------------------------------------------------------

AIM V.I. Value Sub-Account
     Beginning of Period                                                $13.06          $10.00            *               *
     End of Period                                                       16.73           13.06
     Number of Accum. Units
      Outstanding                                                      2,544,761        521,890
------------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
Premier Growth Sub-Account
     Beginning of Period                                                $14.60          $10.00            *              *
     End of Period                                                       19.04           14.60
     Number of Accum. Units
      Outstanding                                                      2,065,459        667,854
------------------------------------------------------------------------------------------------------------------------------------

Real Estate Investment Sub-Account
     Beginning of Period                                                 $7.99          $10.00            *              *
     End of Period                                                       7.47            7.99
     Number of Accum. Units
      Outstanding                                                       475,475         191,411
------------------------------------------------------------------------------------------------------------------------------------





<PAGE>


Accumulation Unit Value History (continued)

                                                                        Year or        Year or        Year or         Year or
                                                                        Period          Period         Period          Period
                                                                         Ended           Ended          Ended           Ended
                                                                       12/31/99        12/31/98       12/31/97        12/31/96
-----------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by Lord, Abbett & Co.
Bond Debenture Sub-Account
     Beginning of Period                                                $13.50          $12.88         $11.29          $10.10
     End of Period                                                       13.77           13.50          12.88           11.29
     Number of Accum. Units
      Outstanding                                                     11,413,993       8,184,894      3,945,097        659,663
------------------------------------------------------------------------------------------------------------------------------------

Mid-Cap Value Sub-Account
     Beginning of Period                                                $10.44          $10.47         $10.00            *
     End of Period                                                       10.88           10.44          10.47
     Number of Accum. Units
      Outstanding                                                      2,528,900       1,642,553       194,386
------------------------------------------------------------------------------------------------------------------------------------

Large Cap Research Sub-Account
     Beginning of Period                                                $11.83           $9.90         $10.00             *
     End of Period                                                       14.64           11.83          9.90
     Number of Accum. Units
      Outstanding                                                      2,260,424       1,094,920       124,559
------------------------------------------------------------------------------------------------------------------------------------

Developing Growth Sub-Account
     Beginning of Period                                                $11.07          $10.53         $10.00             *
     End of Period                                                       14.45           11.07          10.53
     Number of Accum. Units
      Outstanding                                                      2,153,899       1,342,201       148,658
------------------------------------------------------------------------------------------------------------------------------------

Lord Abbett Growth and Income Sub-Account
(Sub-Account  commenced operations during 1999. The value denoted is the initial
AUV.)
     Beginning of Period                                                $35.90             *              *               *
     End of Period                                                       39.46
     Number of Accum. Units
      Outstanding                                                     21,128,621
------------------------------------------------------------------------------------------------------------------------------------





<PAGE>


Accumulation Unit Value History (continued)

                                                                        Year or        Year or        Year or         Year or
                                                                        Period          Period         Period          Period
                                                                         Ended           Ended          Ended           Ended
                                                                       12/31/99        12/31/98       12/31/97        12/31/96
------------------------------------------------------------------------------------------------------------------------------------

Managed by J.P. Morgan
Investment Management Inc.
Select Equity Sub-Account
     Beginning of Period                                                $16.99          $14.05         $10.84          $10.08
     End of Period                                                       18.38           16.99          14.05           10.84
     Number of Accum. Units
      Outstanding                                                     12,271,286      10,544,818      6,903,606       2,044,523
------------------------------------------------------------------------------------------------------------------------------------

Small Cap Stock Sub-Account
     Beginning of Period                                                $12.58          $13.49         $11.31          $10.51
     End of Period                                                       17.93           12.58          13.49           11.31
     Number of Accum. Units
      Outstanding                                                      5,435,852       5,532,610      3,940,243       1,237,405
------------------------------------------------------------------------------------------------------------------------------------

International Equity Sub-Account
     Beginning of Period                                                $12.89          $11.46         $10.97          $10.21
     End of Period                                                       16.33           12.89          11.46           10.97
     Number of Accum. Units
      Outstanding                                                      7,578,951       7,309,325      5,440,592       1,306,892
------------------------------------------------------------------------------------------------------------------------------------

Quality Bond Sub-Account
     Beginning of Period                                                $11.91          $11.16         $10.37           $9.90
     End of Period                                                       11.57           11.91          11.16           10.37
     Number of Accum. Units
      Outstanding                                                      7,608,610       3,323,343      1,433,081        508,830
------------------------------------------------------------------------------------------------------------------------------------

Large Cap Stock Sub-Account
     Beginning of Period                                                $19.43          $14.89         $11.33          $10.00
     End of Period                                                       22.55           19.43          14.89           11.33
     Number of Accum. Units
      Outstanding                                                     10,050,149       4,178,035      1,473,929       1,389,606
------------------------------------------------------------------------------------------------------------------------------------





<PAGE>


Accumulation Unit Value History (continued)

                                                                        Year or        Year or        Year or         Year or
                                                                        Period          Period         Period          Period
                                                                         Ended           Ended          Ended           Ended
                                                                       12/31/99        12/31/98       12/31/97        12/31/96
------------------------------------------------------------------------------------------------------------------------------------

Franklin Templeton Variable Insurance Products Trust, Class 1 Shares
Managed by Templeton Investment Counsel, Inc.
Templeton International Securities Sub-Account
     Beginning of Period                                                 $9.14          $10.00            *              *
     End of Period                                                       11.15           9.14
     Number of Accum. Units
      Outstanding                                                       826,137         164,775
------------------------------------------------------------------------------------------------------------------------------------

Managed by Templeton Global Advisors Limited
Templeton Growth Securities Sub-Account
     Beginning of Period                                                $10.00             *              *              *
     End of Period                                                       12.56
     Number of Accum. Units
      Outstanding                                                       42,835
------------------------------------------------------------------------------------------------------------------------------------

Managed by Templeton Asset Management Ltd.
Templeton Developing Markets Securities Sub-Account
     Beginning of Period                                                 $7.55          $10.00            *              *
     End of Period                                                       11.46           7.55
     Number of Accum. Units
      Outstanding                                                       304,489         89,960
------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset Management Company
Money Market Sub-Account
     Beginning of Period                                                $11.11          $10.67         $10.23          $10.00
     End of Period                                                       11.53           11.11          10.67           10.23
     Number of Accum. Units
      Outstanding                                                      3,709,173       1,473,737       311,051         34,964
------------------------------------------------------------------------------------------------------------------------------------





<PAGE>


Accumulation Unit Value History (continued)

                                                                        Year or        Year or        Year or         Year or
                                                                        Period          Period         Period          Period
                                                                         Ended           Ended          Ended           Ended
                                                                       12/31/99        12/31/98       12/31/97        12/31/96
------------------------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
Kemper Small Cap Value Sub-Account
     Beginning of Period                                                 $8.75          $10.00            *              *
     End of Period                                                       8.87            8.75
     Number of Accum. Units
      Outstanding                                                       496,083         245,092
------------------------------------------------------------------------------------------------------------------------------------

Kemper Government Securities Sub-Account
     Beginning of Period                                                $10.56          $10.00            *               *
     End of Period                                                       10.48           10.56
     Number of Accum. Units
      Outstanding                                                       218,804         59,712
-----------------------------------------------------------------------------------------------------------------------------------

Kemper Small Cap Growth Sub-Account
     Beginning of Period                                                $11.68          $10.00            *               *
     End of Period                                                       15.49           11.68
     Number of Accum. Units
      Outstanding                                                       113,560         76,492
------------------------------------------------------------------------------------------------------------------------------------

Managed by Dreman Value Management, L.L.C.
Kemper-Dreman High Return Equity Sub-Account
     Beginning of Period                                                $10.49          $10.00            *              *
     End of Period                                                       9.19            10.49
     Number of Accum. Units
      Outstanding                                                       18,808           9,223
------------------------------------------------------------------------------------------------------------------------------------





<PAGE>


Accumulation Unit Value History (continued)

                                                                        Year or        Year or        Year or         Year or
                                                                        Period          Period         Period          Period
                                                                         Ended           Ended          Ended           Ended
                                                                       12/31/99        12/31/98       12/31/97        12/31/96
------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company
MFS Emerging Growth Sub-Account
     Beginning of Period                                                $13.23          $10.00            *              *
     End of Period                                                       23.06           13.23
     Number of Accum. Units
      Outstanding                                                      1,237,361        539,659
------------------------------------------------------------------------------------------------------------------------------------

MFS Research Sub-Account
     Beginning of Period                                                $12.17          $10.00            *               *
     End of Period                                                       14.89           12.17
     Number of Accum. Units
      Outstanding                                                      1,098,586        464,786
------------------------------------------------------------------------------------------------------------------------------------

MFS Growth With Income Sub-Account
     Beginning of Period                                                $12.07          $10.00            *               *
     End of Period                                                       12.70           12.07
     Number of Accum. Units
      Outstanding                                                      1,373,014        581,434
------------------------------------------------------------------------------------------------------------------------------------

MFS High Income Sub-Account
     Beginning of Period                                                 $9.85          $10.00            *               *
     End of Period                                                       10.33           9.85
     Number of Accum. Units
      Outstanding                                                       437,876         219,209
------------------------------------------------------------------------------------------------------------------------------------

MFS Global Governments Sub-Account
     Beginning of Period                                                $10.67          $10.00            *               *
     End of Period                                                       10.26           10.67
     Number of Accum. Units
      Outstanding                                                        7,473           2,082
------------------------------------------------------------------------------------------------------------------------------------

MFS Bond Sub-Account
     Beginning of Period                                                $10.49          $10.00            *               *
     End of Period                                                       10.18           10.49
     Number of Accum. Units
      Outstanding                                                       21,525          16,538
------------------------------------------------------------------------------------------------------------------------------------





<PAGE>


Accumulation Unit Value History (continued)

                                                                        Year or        Year or        Year or         Year or
                                                                        Period          Period         Period          Period
                                                                         Ended           Ended          Ended           Ended
                                                                       12/31/99        12/31/98       12/31/97        12/31/96
------------------------------------------------------------------------------------------------------------------------------------

Variable Insurance Products Fund
Managed by Fidelity Management & Research Company
VIP Growth Sub-Account
     Beginning of Period                                                $13.08          $10.00            *              *
     End of Period                                                       17.72           13.08
     Number of Accum. Units
      Outstanding                                                       103,240          6,748
------------------------------------------------------------------------------------------------------------------------------------

VIP Equity-Income Sub-Account
     Beginning of Period                                                $10.63          $10.00            *              *
     End of Period                                                       11.14           10.63
     Number of Accum. Units
      Outstanding                                                       110,182         24,132
------------------------------------------------------------------------------------------------------------------------------------

Variable Insurance Products Fund II
Managed by Fidelity Management & Research Company
VIP II Contrafund Sub-Account
     Beginning of Period                                                $12.36          $10.00            *              *
     End of Period                                                       15.14           12.36
     Number of Accum. Units
      Outstanding                                                       119,923         32,354
------------------------------------------------------------------------------------------------------------------------------------

Variable Insurance Products Fund III
Managed by Fidelity Management & Research Company
VIP III Growth Opportunities Sub-Account
     Beginning of Period                                                $11.74          $10.00            *              *
     End of Period                                                       12.07           11.74
     Number of Accum. Units
      Outstanding                                                       60,394           9,523
------------------------------------------------------------------------------------------------------------------------------------

VIP III Growth & Income Sub-Account
     Beginning of Period                                                $12.20          $10.00            *              *
     End of Period                                                       13.14           12.20
     Number of Accum. Units
      Outstanding                                                       188,911         69,833
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


The accumulation unit values shown above for the beginning of the period for the
Select Equity, Small Cap Stock, International Equity, Quality Bond and Large Cap
Stock Portfolios managed by J.P. Morgan Investment Management Inc., and the Bond
Debenture  Portfolio  managed  by Lord,  Abbett  & Co.  reflect  the date  these
investment  portfolios were offered for sale to the public  (5/1/96).  The Money
Market  Fund  managed  by  Conning  Asset  Management  Company  started  regular
investment operations on June 3, 1996. The Mid-Cap Value, Large Cap Research and
Developing Growth Portfolios started regular investment operations on August 20,
1997. The Lord Abbett Growth and Income Portfolio  commenced regular  investment
operations  on January  8,  1999.  The  investment  portfolios  managed by A I M
Advisors,  Inc.,  Massachusetts  Financial  Services  Company,  Alliance Capital
Management  L.P.  and Scudder  Kemper  Investments,  Inc.  commenced  investment
operations on December 31, 1997. The investment  portfolios  managed by Fidelity
Management & Research Company,  Inc. commenced investment operations on February
17, 1998. The investment  portfolios  investing in Franklin  Templeton  Variable
Insurance Products Trust commenced operations on May 1, 1998.



<PAGE>




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



<PAGE>


AIM VARIABLE INSURANCE FUNDS:

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


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


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


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


ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.:

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


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


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


COVA SERIES TRUST:

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


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

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


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


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


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


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

<PAGE>

Portfolios Managed by Lord, Abbett & Co.:

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


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


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


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


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


FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, CLASS 1 SHARES:

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


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  Growth  Securities  Fund  (the  surviving  fund  of the  merger  with
Templeton Stock 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  companies  located
anywhere in the world, including in the U.S. and emerging markets.

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


GENERAL AMERICAN CAPITAL COMPANY:

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


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


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.  Dreman Value  Management,  L.L.C. is the investment  adviser for the
Kemper-Dreman  High  Return  Equity  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.


Kemper-Dreman High Return Equity Portfolio
Investment  Objective:  Kemper-Dreman  High  Return  Equity  Portfolio  seeks to
achieve a high rate of total  return.  The  Portfolio  pursues its  objective by
investing  principally  in a  diversified  portfolio of the stocks of large U.S.
companies that the investment  manager  believes are  undervalued.  Under normal
market  conditions,  the  Portfolio  invests at least 65% of its total assets in
equity securities.


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 Bond Series
Investment  Objective:  The Series' investment objective is primarily to provide
as high a level of current  income as is believed to be consistent  with prudent
risk. The Series invests,  under normal market  conditions,  at least 65% of its
total assets in the following fixed income  securities:  corporate  bonds,  U.S.
government securities, and mortgage-backed and asset backed securities.


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.


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  III are each a mutual  fund  with  multiple
portfolios  managed by Fidelity  Management & Research  Company.  The  following
portfolios are available under the contract:


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 Portfolio
Investment Objective: The Contrafund 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.

<PAGE>

APPENDIX C
PERFORMANCE INFORMATION
Future  performance  will  vary  and  the  results  shown  are  not  necessarily
representative of future results.

Note:  The figures  below present  investment  performance  information  for the
periods ended December 31, 1999. While these numbers represent the returns as of
that date, they do not represent performance information of the portfolios since
that date.  Performance  information for the periods after December 31, 1999 may
be different than the numbers shown below.


PART 1 - SEPARATE ACCOUNT PERFORMANCE

<PAGE>


The  portfolios  listed below began  operations  before  December 31, 1999. As a
result,  performance  information is available for the accumulation  unit values
investing in these portfolios.

o    Column A presents  performance  figures  for the  accumulation  units which
     reflect the insurance charges,  the contract  maintenance  charge, the fees
     and  expenses  of the  investment  portfolio,  and  assume  that you make a
     withdrawal at the end of the period and therefore the withdrawal  charge is
     reflected.

o    Column B presents  performance  figures  for the  accumulation  units which
     reflect  the  insurance  charges  as well as the fees and  expenses  of the
     investment portfolio.

The  inception  dates shown below  reflect the dates the Separate  Account first
invested  in the  Portfolio.  The  performance  returns for  accumulation  units
investing  in the  portfolios  in  existence  for  less  than  one  year are not
annualized.



<PAGE>
<TABLE>
<CAPTION>


Part 1 AIM Variable Insurance Funds
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------

                                                                                    Accumulation Unit Performance

                                                                     Column A                                  Column B
                                                                  (reflects all                           (reflects insurance
                                                                    charges and                               charges and
                                                                portfolio expenses)                       portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                Since                                     Since
Portfolio                        in Portfolio               1 yr               inception              1 yr               inception
------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>   <C>             <C>                 <C>                   <C>                  <C>
   AIM V.I. Capital Appreciation     12/31/97              37.96%              27.68%                42.60%               29.56%
   AIM V.I. International Equity     12/31/97              48.24%              30.12%                52.89%               31.97%
   AIM V.I. Value                    12/31/97              23.46%              27.46%                28.09%               29.34%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>



Part 1 Alliance Variable Products Series Fund, Inc.
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------

                                                                                    Accumulation Unit Performance

                                                                     Column A                                  Column B
                                                                  (reflects all                           (reflects insurance
                                                                    charges and                               charges and
                                                                portfolio expenses)                       portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------
                                     Separate Account
                                     Inception Date                            Since                                     Since
Portfolio                            in Portfolio           1 yr               inception              1 yr               inception
------------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>   <C>          <C>                 <C>                   <C>                  <C>
   Premier Growth (Class A)             12/31/97           25.85%              36.22%                30.48%               38.00%
   Real Estate Investment (Class A)     12/31/97          -11.02%             -16.28%                -6.43%              -13.54%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

APPENDIX C
PERFORMANCE INFORMATION (continued)
Part 1 Cova Series Trust
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------

                                                                                    Accumulation Unit Performance

                                                                       Column A                                Column B
                                                                     (reflects all                        (reflects insurance
                                                                      charges and                            charges and
                                                                  portfolio expenses)                     portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------
                                  Separate Account
                                  Inception Date                                   Since                                 Since
Portfolio                         in Portfolio              1 yr         5 yrs     inception          1 yr      5 yrs    inception
------------------------------------------------------------------------------------------------------------------------------------

<S>                                   <C> <C>                <C>                   <C>                <C>                 <C>
   Select Equity                      5/1/96                 3.62%        N/A      16.86%             8.23%      N/A      17.79%
   Small Cap Stock                    5/1/96                37.87%        N/A      14.70%            42.52%      N/A      15.67%
   International Equity               5/1/96                22.10%        N/A      12.64%            26.72%      N/A      13.65%
   Quality Bond                       5/1/96                -7.51%        N/A       3.11%            -2.92%      N/A       4.34%
   Large Cap Stock                    5/1/96                11.45%        N/A      23.98%            16.06%      N/A      24.80%
   Bond Debenture                     5/1/96                -2.61%        N/A       7.70%             1.99%      N/A       8.81%
   Mid-Cap Value                      8/20/97               -0.41%        N/A       1.64%             4.19%      N/A       3.61%
   Large Cap Research                 8/20/97               19.14%        N/A      15.79%            23.76%      N/A      17.48%
   Developing Growth                  8/20/97               25.95%        N/A      15.15%            30.58%      N/A      16.86%
   Lord Abbett Growth and Income      1/8/99                 N/A          N/A       4.79%              N/A       N/A       9.90%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>



------------------------------------------------------------------------------------------------------------------------------------
Part 1 Franklin Templeton Variable Insurance Products Trust, Class 1 Shares
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------

                                                                                    Accumulation Unit Performance

                                                                       Column A                                Column B
                                                                     (reflects all                        (reflects insurance
                                                                      charges and                            charges and
                                                                  portfolio expenses)                     portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                    Since                                 Since
Portfolio                        in Portfolio               1 yr                   inception          1 yr               inception
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                  <C> <C>              <C>                      <C>              <C>                   <C>
   Templeton Developing Markets
      Securities (1)                  5/1/98               47.06%                   5.79%            51.71%                8.50%
   Templeton International
      Securities (2)                  5/1/98               17.28%                   3.99%            21.90%                6.72%
   Templeton Growth Securities (3)    1/19/99                N/A                   15.40%             N/A                 20.52%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


(1) Previously,  the Templeton  Developing  Markets Securities Fund was known as
the  Templeton  Developing  Markets Fund.  Effective May 1, 2000,  the Templeton
Developing Markets Securities Fund merged into the Templeton  Developing Markets
Equity Fund.  Performance shown reflects historical performance of the Templeton
Developing Markets Securities Fund.

(2)  Previously,  the Templeton  International  Securities Fund was known as the
Templeton International Fund. Effective May 1, 2000, the Templeton International
Securities Fund merged into the Templeton International Equity Fund. Performance
shown reflects historical performance of the Templeton International  Securities
Fund.

(3) Effective May 1, 2000, the Templeton  Stock Fund  (previously  offered under
the contract)  merged into the Templeton  Growth  Securities  Fund.  Performance
shown reflects historical performance of the Templeton Growth Securities Fund.



<PAGE>

<TABLE>
<CAPTION>

APPENDIX C
PERFORMANCE INFORMATION (continued)
Part 1 General American Capital Company
Average Annual Total Return for the period ended 12/31/99
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                    Accumulation Unit Performance

                                                                     Column A                                  Column B
                                                                   (reflects all                          (reflects insurance
                                                                    charges and                              charges and
                                                                portfolio expenses)                       portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                Since                                     Since
Portfolio                        in Portfolio               1 yr               inception              1 yr               inception
------------------------------------------------------------------------------------------------------------------------------------

<S>                                   <C> <C>               <C>                 <C>                   <C>                  <C>
   Money Market                       6/3/96               -0.86%               2.78%                 3.74%                4.05%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>


Part 1 Kemper Variable Series
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------

                                                                                    Accumulation Unit Performance

                                                                       Column A                                Column B
                                                                     (reflects all                        (reflects insurance
                                                                      charges and                            charges and
                                                                  portfolio expenses)                     portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                    Since                                 Since
Portfolio                        in Portfolio               1 yr                   inception          1 yr               inception
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>   <C>               <C>                    <C>               <C>                  <C>
   Kemper Small Cap Value            12/31/97               -3.24%                 -8.32%             1.36%               -5.81%
   Kemper Government
      Securities                     12/31/97               -5.31%                  0.05%            -0.71%                2.38%
   Kemper Small Cap Growth           12/31/97               28.06%                 22.53%            32.69%               24.47%
   Kemper-Dreman High
      Return Equity                   5/15/98              -16.99%                 -8.07%           -12.40%               -5.07%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>


Part 1 MFS Variable Insurance Trust
Average Annual Total Return for the periods ended 12/31/99

                                                                                    Accumulation Unit Performance

                                                                       Column A                                Column B
                                                                     (reflects all                        (reflects insurance
                                                                      charges and                            charges and
                                                                  portfolio expenses)                     portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                    Since                                 Since
Portfolio                        in Portfolio               1 yr                   inception          1 yr               inception
------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>   <C>              <C>                    <C>               <C>                  <C>
   MFS Emerging Growth               12/31/97               69.58%                 50.21%            74.26%               51.85%
   MFS Research                      12/31/97               17.70%                 20.04%            22.32%               22.03%
   MFS Growth With Income            12/31/97                0.60%                 10.54%             5.21%               12.67%
   MFS High Income                   12/31/97                0.36%                 -0.68%             4.97%                1.66%
   MFS Global Governments            12/31/97               -8.45%                 -1.06%            -3.85%                1.29%
   MFS Bond                           5/15/98               -7.53%                 -1.76%            -2.93%                1.13%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

APPENDIX C
PERFORMANCE INFORMATION (continued)
Part 1 Variable Insurance Products Fund, Variable Insurance Products Fund II,
Variable Insurance Products Fund III
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------


                                                                                    Accumulation Unit Performance

                                                                     Column A                                  Column B
                                                                   (reflects all                          (reflects insurance
                                                                    charges and                              charges and
                                                                portfolio expenses)                       portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                Since                                     Since
Portfolio                        in Portfolio               1 yr               Inception              1 yr               Inception
------------------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>  <C>               <C>                 <C>                    <C>                 <C>
   VIP Growth                       2/17/98                30.89%              33.84%                 35.53%              35.84%
   VIP Equity-Income                2/17/98                 0.24%               3.53%                  4.85%               5.96%
   VIP II Contrafund                2/17/98                17.90%              22.72%                 22.53%              24.86%
   VIP III Growth
      Opportunities                 2/17/98                -1.78%               8.26%                  2.82%              10.61%
   VIP III Growth & Income          2/17/98                 3.04%              13.45%                  7.65%              15.72%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


APPENDIX C
PERFORMANCE INFORMATION (continued)
PART 2 - HISTORICAL FUND PERFORMANCE


<PAGE>


Shares of the General  American  Capital  Company  Money  Market Fund were first
offered under the Contract on June 3, 1996. Shares of the Portfolios of Variable
Insurance  Products  Fund,  Variable  Insurance  Products  Fund II and  Variable
Insurance  Products  Fund III,  AIM  Variable  Insurance  Funds and MFS Variable
Insurance  Trust were first  offered  under the  contract on December  30, 1997.
Shares of the Portfolios of Franklin Templeton Variable Insurance Products Trust
were first  offered  under the  contract  as of May 1, 1998  (collectively,  the
"Existing  Funds").  The Existing Funds have been in existence for some time and
therefore  have  an  investment  performance  history.  In  order  to  show  how
investment  performance of the Existing Funds affects  accumulation unit values,
we have developed performance information.

The chart below shows the  investment  performance of the Existing Funds and the
accumulation  units performance  calculated by assuming that accumulation  units
were invested in the Portfolio of the Existing Fund for the same periods.

o    The performance figures in Column A for the Existing Funds reflect the fees
     and expenses paid by the Portfolio.

o    Column B presents  performance  figures  for the  accumulation  units which
     reflect the insurance charges,  the contract  maintenance  charge, the fees
     and expenses of the Portfolio and assumes that you make a withdrawal at the
     end of the period and therefore the withdrawal charge is reflected.

o    Column C presents  performance  figures  for the  accumulation  units which
     reflect  the  insurance  charges  as well as the fees and  expenses  of the
     Portfolio.


<PAGE>
<TABLE>
<CAPTION>


Part 2 AIM Variable Insurance Funds
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------


                                                                                         Accumulation Unit Performance
                                                                                   Column B                      Column C
                                                                                (reflects all            (reflects insurance
                                                Fund Performance                 charges and                    charges and
                                                    Column A                  portfolio expenses)           portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------

                                Portfolio
                                Inception                   Since                          Since                          Since
Portfolio                       Date        1 yr    5 yrs   inception     1 yr     5 yrs   inception     1 yr     5 yrs   inception
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C> <C>   <C>      <C>       <C>         <C>      <C>       <C>         <C>       <C>      <C>
   AIM V.I. Capital
       Appreciation              5/5/93    44.61%   25.59%    22.33%      37.96%   24.09%    20.83%      42.60%    24.19%   20.93%
   AIM V.I. International
      Equity                    5/5/93    55.04%   21.93%    18.82%      48.24%   20.43%    17.32%      52.89%    20.53%   17.42%
   AIM V.I. Value               5/5/93    29.90%   27.23%    23.07%      23.46%   25.73%    21.57%      28.09%    25.83%   21.67%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>


Part 2 Alliance Variable Products Series Fund, Inc.
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------


                                                                                      Accumulation Unit Performance
                                                                                  Column B                     Column C
                                                                               (reflects all             (reflects insurance
                                               Fund Performance                 charges and                  charges and
                                                   Column A                  portfolio expenses)          portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------

                               Portfolio                    10 yrs or                     10 yrs or                      10 yrs or
                               Inception                    since                         since                          since
Portfolio                      Date       1 yr      5 yrs   inception    1 yr      5 yrs  inception   1 yr      5 yrs    inception
------------------------------------------------------------------------------------------------------------------------------------

<S>                            <C>  <C>   <C>      <C>        <C>        <C>      <C>      <C>        <C>       <C>       <C>
   Premier Growth (Class A)    6/26/92    32.32%   36.03%     26.31%     25.85%   34.53%   24.81%     30.48%    34.63%    24.91%
   Real Estate
      Investment (Class A)     1/9/97     -5.11%    N/A       -1.79%    -11.02%    N/A     -4.83%     -6.43%     N/A      -3.19%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

APPENDIX C
PERFORMANCE INFORMATION (continued)
Part 2 Franklin Templeton Variable Insurance Products Trust
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------


                                                                                      Accumulation Unit Performance
                                                                                  Column B                     Column C
                                                                                (reflects all           (reflects insurance
                                               Fund Performance                 charges and                  charges and
                                                   Column A                  portfolio expenses)          portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------

                               Portfolio                    10 yrs or                     10 yrs or                      10 yrs or
                               Inception                    since                         since                          since
Portfolio, Class 1 Shares      Date       1 yr      5 yrs   inception    1 yr      5 yrs  inception   1 yr      5 yrs    inception
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>           <C>  <C>    <C>      <C>      <C>        <C>      <C>       <C>       <C>        <C>       <C>
   Templeton Growth
      Securities (1)           3/15/94     21.04%   15.40%   13.76%     15.04%   13.90%    12.26%    19.64%     14.00%    12.36%
   Templeton International
      Securities (2)           5/1/92      23.61%   17.21%   15.36%     17.61%   15.71%    13.86%    22.21%     15.81%    13.96%
   Templeton Developing
      Markets Securities (3)   3/1/96      53.84%    N/A     -5.30%     47.84%     N/A     -7.99%    52.44%      N/A      -6.70%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


(1) Effective May 1, 2000, the Templeton  Stock Fund  (previously  offered under
the contract)  merged into the Templeton  Growth  Securities  Fund.  Performance
shown reflects historical performance and inception date of the Templeton Growth
Securities Fund.

(2) Previously, the Templeton International Fund. Effective May 1, 2000, the
Templeton International Securities Fund merged into the Templeton International
Equity Fund. Performance shown reflects historical performance and inception
date of the Templeton International Securities Fund.

(3) Previously,  the Templeton  Developing Markets Fund.  Effective May 1, 2000,
the  Templeton  Developing  Markets  Securities  Fund merged into the  Templeton
Developing   Markets  Equity  Fund.   Performance   shown  reflects   historical
performance and inception date of the Templeton  Developing  Markets  Securities
Fund.





<PAGE>
<TABLE>
<CAPTION>


Part 2 General American Capital Company Money Market Fund
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------

                                                                                      Accumulation Unit Performance
                                                                                 Column B                         Column C


                                                                              (reflects all                 (reflects insurance
                                               Fund Performance                charges and                      charges and
                                                   Column A                 portfolio expenses)              portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------
                          Portfolio
                          Inception
Portfolio                 Date            1 yr      5 yrs   10 yrs       1 yr      5 yrs    10 yr        1 yr      5 yrs     10 yrs
------------------------------------------------------------------------------------------------------------------------------------

<S>                       <C>  <C>         <C>       <C>    <C>         <C>       <C>       <C>         <C>        <C>       <C>
   Money Market           10/1/87          5.20%     5.60%  5.35%      -0.86%     4.10%     3.85%       3.74%      4.20%     3.95%
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


APPENDIX C
PERFORMANCE INFORMATION (continued)
Part 2 Kemper Variable Series
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------


                                                                                      Accumulation Unit Performance
                                                                                  Column B                     Column C
                                                                               (reflects all           (reflects insurance
                                               Fund Performance                 charges and                  charges and
                                                   Column A                  portfolio expenses)          portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------

                          Portfolio                         10 yrs or                     10 yrs or                      10 yrs or
                          Inception                         since                         since                          since
Portfolio                 Date            1 yr      5 yrs   inception     1 yr     5 yrs  inception     1 yr    5 yrs    inception
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C> <C>          <C>                 <C>        <C>               <C>         <C>                <C>
   Kemper Small
      Cap Value           5/1/96           2.80%     N/A       3.42%     -3.24%     N/A     0.67%       1.36%    N/A       2.02%
   Kemper Government
      Securities          9/3/87           0.68%    7.46%      7.12%     -5.31%    5.96%    5.62%      -0.71%    6.06%     5.72%
   Kemper Small Cap
      Growth              5/2/94           34.56%  28.92%     25.97%     28.06%   27.42%   24.47%      32.69%   27.52%    24.57%
   Kemper-Dreman
      High Return Equity  5/4/98          -11.16%    N/A      -5.28%    -16.99%    N/A     -9.52%      -12.40%   N/A      -6.68%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>



------------------------------------------------------------------------------------------------------------------------------------
Part 2 MFS Variable Insurance Trust
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------


                                                                                         Accumulation Unit Performance
                                                                                   Column B                      Column C
                                                                                (reflects all             (reflects insurance
                                                Fund Performance                 charges and                 charges and
                                                    Column A                  portfolio expenses)           portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------

                                  Portfolio                 10 yrs or                      10 yrs or                      10 yrs or
                                  Inception                 since                          since                          since
Portfolio                         Date       1 yr    5 yrs  inception     1 yr     5 yrs   inception     1 yr     5 yrs   inception
------------------------------------------------------------------------------------------------------------------------------------

<S>                               <C>  <C>  <C>              <C>         <C>                <C>         <C>                <C>
   MFS Emerging Growth            7/24/95   76.71%    N/A    36.44%      69.58%     N/A     33.91%      74.26%    N/A      35.04%
   MFS Research                   7/26/95   24.05%    N/A    22.86%      17.70%     N/A     20.33%      22.32%    N/A      21.46%
   MFS Growth With Income         10/9/95    6.69%    N/A    21.12%       0.60%     N/A     18.54%       5.21%    N/A      19.72%
   MFS High Income                7/26/95    6.44%    N/A     8.24%       0.36%     N/A      5.71%       4.97%    N/A       6.84%
   MFS Global Governments         6/14/94   -2.50%   4.36%    4.07%      -8.45%    2.86%     2.57%      -3.85%   2.96%      2.67%
   MFS Bond                       10/24/95  -1.56%    N/A     4.82%      -7.53%     N/A      2.23%      -2.93%    N/A       3.42%
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>



<PAGE>


APPENDIX C
PERFORMANCE INFORMATION (continued)
Part 2 Variable Insurance Products Fund, Variable Insurance Products Fund II,
Variable Insurance Products Fund III
Average Annual Total Return for the periods ended 12/31/99
------------------------------------------------------------------------------------------------------------------------------------


                                                                                         Accumulation Unit Performance
                                                                                   Column B                      Column C
                                                                                 (reflects all           (reflects insurance
                                                Fund Performance                 charges and                    charges and
                                                    Column A                  portfolio expenses)           portfolio expenses)
------------------------------------------------------------------------------------------------------------------------------------

                               Portfolio
                               Inception
Portfolio                      Date          1 yr    5 yrs   10 yrs       1 yr     5 yrs     10 yrs      1 yr     5 yrs     10 yrs
------------------------------------------------------------------------------------------------------------------------------------

<S>                            <C>  <C>     <C>     <C>      <C>         <C>      <C>       <C>         <C>      <C>       <C>
   VIP Growth                  10/9/86      37.44%  29.74%   19.94%      30.89%   28.24%    18.44%      35.53%   28.34%    18.54%
   VIP Equity-Income           10/9/86       6.33%  18.61%   14.49%       0.24%   17.11%    12.99%       4.85%   17.21%    13.09%
   VIP II Contrafund           1/3/95       24.25%   N/A     27.73%      17.90%     N/A     25.31%      22.53%    N/A      26.33%
   VIP III Growth
      Opportunities            1/3/95        4.27%   N/A     21.51%      -1.78%     N/A     19.09%       2.82%    N/A      20.11%
   VIP III Growth & Income     12/31/96      9.17%   N/A     22.11%       3.04%     N/A     19.09%       7.65%    N/A      20.71%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



Please send me, at no charge, the Statement of Additional  Information dated May
1, 2000, for the annuity contract issued by Cova.


               (Please print or type and fill in all information)




--------------------------------------------------------------------------------
Name




--------------------------------------------------------------------------------
Address



--------------------------------------------------------------------------------
City                               State                    Zip Code


CL-4077 (5/00)                                                              DEST







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



                         Cova Financial Services Life
                           Insurance Company
                         Attn: Variable Products
                         One Tower Lane
                         Suite 3000
                         Oakbrook Terrace, Illinois  60181-4644








                                      COVA
                              A MetLife(R) Company



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




                             Annuity Service Office
                                 P.O. Box 10366
                              Des Moines, IA 50306
                                  800-343-8496









CL-4032(5/00) Policy Form Series XL-407,CL-407,XL-617,CL-617 21-DEST-PROS (5/00)


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