COVA VARIABLE ANNUITY ACCOUNT FIVE
497, 2000-07-11
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The Fixed
And Variable Annuity

issued by

COVA VARIABLE ANNUITY
ACCOUNT FIVE

and

COVA FINANCIAL LIFE
INSURANCE COMPANY




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

The annuity  contract has 52 investment  choices -- a fixed account which offers
an interest  rate which is  guaranteed  by Cova,  and 51  investment  portfolios
listed below.  You can put your money in the fixed  account  and/or any of these
investment portfolios (except as noted). CURRENTLY, IF YOU ARE NOT PARTICIPATING
IN AN ASSET ALLOCATION PROGRAM, YOU CAN ONLY INVEST IN 15 INVESTMENT  PORTFOLIOS
AT ANY ONE TIME.


AIM Variable Insurance Funds:
     Managed by A I M Advisors, Inc.
         AIM V.I. Capital Appreciation Fund
         AIM V.I. International Equity Fund
         AIM V.I. Value Fund

Alliance Variable Products Series Fund, Inc.:
     Managed by Alliance Capital Management L.P.
         Premier Growth Portfolio (Class A)
         Real Estate Investment Portfolio (Class A)

American Century Variable Portfolios, Inc.:
     Managed by American Century Investment Management, Inc.
         VP Income & Growth Fund
         VP International Fund
         VP Value Fund

Cova Series Trust:
     Managed by J.P. Morgan Investment Management Inc.
         International Equity Portfolio
         Large Cap Stock Portfolio
         Quality Bond Portfolio
         Select Equity Portfolio
         Small Cap Stock Portfolio

     Managed by Lord, Abbett & Co.
         Bond Debenture Portfolio
            (a "high yield" portfolio under California insurance
                  regulations)
         Developing Growth Portfolio
         Large Cap Research Portfolio
         Lord Abbett Growth and Income Portfolio
         Mid-Cap Value Portfolio

Dreyfus Stock Index Fund:
     Managed by The Dreyfus Corporation
     (Index Fund Manager: Mellon Equity Associates)

Dreyfus Variable Investment Fund:
     Managed by The Dreyfus Corporation
         Dreyfus VIF - Appreciation Portfolio
            (Sub-Investment Adviser: Fayez Sarofim & Co.)
         Dreyfus VIF - Disciplined Stock Portfolio

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

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

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

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

*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 Fund

Goldman Sachs Variable Insurance Trust ("VIT"):

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

     Managed by Goldman Sachs
     Asset Management International
         Goldman Sachs VIT Global Income Fund
         Goldman Sachs VIT International Equity Fund

INVESCO Variable Investment Funds, Inc.:

     Managed by INVESCO Funds Group, Inc.
         INVESCO VIF - Dynamics Fund
         INVESCO VIF - High Yield Fund

Kemper Variable Series:

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

Scudder Variable Life Investment Fund:

     Managed by Scudder Kemper Investments, Inc.
         International Portfolio

Liberty Variable Investment Trust:

     Managed by Newport Fund Management Inc.
         Newport Tiger Fund, Variable Series

MFS Variable Insurance Trust:

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


PIMCO Variable Insurance Trust:

     Managed by Pacific Investment Management Company
         PIMCO High Yield Bond Portfolio
         PIMCO Low Duration Bond Portfolio
         PIMCO StocksPLUS Growth and Income Portfolio
         PIMCO Total Return Bond Portfolio

Putnam Variable Trust:

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

Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It contains important  information about the 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 28 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




TABLE OF CONTENTS                                         Page

  INDEX OF SPECIAL TERMS                                     3
  SUMMARY                                                    4
  FEE TABLE                                                  6
  EXAMPLES                                                  13
  1. THE ANNUITY CONTRACT                                   17
  2. ANNUITY PAYMENTS (THE INCOME PHASE)                    17
     Annuity Date                                           17
     Annuity Payments                                       17
     Annuity Options                                        17
  3. PURCHASE                                               18
     Purchase Payments                                      18
     Allocation of Purchase Payments                        18
     Free Look                                              18
     Accumulation Units                                     18
  4. INVESTMENT OPTIONS                                     19
     AIM Variable Insurance Funds                           19
     Alliance Variable Products Series Fund, Inc.           19
     American Century Variable Portfolios, Inc.             19
     Cova Series Trust                                      19
     Dreyfus Stock Index Fund                               20
     Dreyfus Variable Investment Fund                       20
     Franklin Templeton Variable Insurance Products Trust   20
     General American Capital Company                       20
     Goldman Sachs Variable Insurance Trust                 20
     INVESCO Variable Investment Funds, Inc.                20
     Kemper Variable Series                                 20
     Scudder Variable Life Investment Fund                  20
     Liberty Variable Investment Trust                      20
     MFS Variable Insurance Trust                           21
     PIMCO Variable Insurance Trust                         21
     Putnam Variable Trust                                  21
     Transfers                                              21
     Dollar Cost Averaging Program                          21
     Automatic Rebalancing Program                          21
     Approved Asset Allocation Programs                     22
     Voting Rights                                          22
     Substitution                                           22
  5. EXPENSES                                               22
     Insurance Charges                                      22
     Contract Maintenance Charge                            23
     Withdrawal Charge                                      23
     Reduction or Elimination of the Withdrawal Charge      23
     Premium Taxes                                          23
     Transfer Fee                                           23
     Income Taxes                                           24
     Investment Portfolio Expenses                          24
  6. TAXES                                                  24
     Annuity Contracts in General                           24
     Qualified and Non-Qualified Contracts                  24
     Withdrawals - Non-Qualified Contracts                  24
     Withdrawals - Qualified Contracts                      24
     Withdrawals - Tax-Sheltered Annuities                  25
     Diversification                                        25

  7. ACCESS TO YOUR MONEY                                   25
     Systematic Withdrawal Program                          26
     Suspension of Payments or Transfers                    26


  8. PERFORMANCE                                            26

  9. DEATH BENEFIT                                          26
     Upon Your Death                                        26
     Death of Annuitant                                     27

10. OTHER INFORMATION                                       27
     Cova                                                   27
     The Separate Account                                   27
     Distributor                                            27
     Ownership                                              27
     Beneficiary                                            28
     Assignment                                             28
     Financial Statements                                   28

TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                      28

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                                          17
Accumulation Unit                                           18
Annuitant                                                   17
Annuity Date                                                17
Annuity Options                                             17
Annuity Payments                                            17
Annuity Unit                                                18
Beneficiary                                                 28
Fixed Account                                               17
Income Phase                                                17
Investment Portfolios                                       19
Joint Owner                                                 27
Non-Qualified                                               24
Owner                                                       27
Purchase Payment                                            18
Qualified                                                   24
Tax Deferral                                                24


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.

This contract offers 51 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 put  money  in up to 15 of the  investment  portfolios  and  the  fixed
account.  (If you are participating in an asset allocation  program,  this limit
may not apply.) 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 the 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.



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,  if applicable,  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 currently 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 591/2 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.



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, in
the state of  California,  within  30 days if you are 60 years or older  when we
issue the contract), 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?  The 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 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

COVA VARIABLE ANNUITY ACCOUNT FIVE 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.


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%

<TABLE>
<CAPTION>
Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
-------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds Managed by A I M Advisors, Inc.
<S>                                                                   <C>                     <C>                     <C>
       A I M V.I. Capital Appreciation Fund                           .62%                    .11%                    .73%
       A I M V.I. International Equity Fund                           .75%                    .22%                    .97%
       A I M V.I. Value Fund                                          .61%                    .15%                    .76%
-------------------------------------------------------------------------------------------------------------------



                                                                               Other Expenses (after       Total Annual Portfolio
                                                                               expense reimbursement       Expenses (after expense
                                                            Management            for Real Estate          reimbursement for Real
                                                               Fees            Investment Portfolio)    Estate Investment Portfolio)
-------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
       Premier Growth Portfolio (Class A)                     1.00%                     .05%                        1.05%
       Real Estate Investment Portfolio (Class A)*             .49%                     .46%                         .95%
-------------------------------------------------------------------------------------------------------------------
</TABLE>




* 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.


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)
Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
-------------------------------------------------------------------------------------------------------------------

American Century Variable Portfolios, Inc.
Managed by American Century Investment Management, Inc.
<S>                                                                   <C>                     <C>                     <C>
       VP Income & Growth Fund                                        .70%                    .0%                     .70%
       VP International Fund                                         1.34%                    .0%                    1.34%
       VP Value Fund                                                 1.00%                    .0%                    1.00%
-------------------------------------------------------------------------------------------------------------------



                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management          reimbursement for        reimbursement for
                                                                      Fees           certain Portfolios)(1)  certain Portfolios)(1)
-------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
       International Equity Portfolio                                 .79%                    .31%                   1.10%
       Large Cap Stock Portfolio                                      .65%                    .10%                    .75%
       Quality Bond Portfolio                                         .54%                    .10%                    .64%
       Select Equity Portfolio                                        .67%                    .10%                    .77%
       Small Cap Stock Portfolio                                      .85%                    .19%                   1.04%

Managed by Lord, Abbett &Co.
       Bond Debenture Portfolio                                       .75%                    .10%                    .85%
       Developing Growth Portfolio                                    .90%                    .30%                   1.20%
       Large Cap Research Portfolio                                  1.00%                    .30%                   1.30%
       Lord Abbett Growth and Income Portfolio (2)                    .65%                    .05%                    .70%
       Mid-Cap Value Portfolio                                       1.00%                    .30%                   1.30%
-------------------------------------------------------------------------------------------------------------------
</TABLE>




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

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


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
-------------------------------------------------------------------------------------------------------------------

Dreyfus Stock Index Fund
Managed by The Dreyfus Corporation
<S>                                                                   <C>                     <C>                     <C>
                                                                      .25%                    .01%                    .26%
-------------------------------------------------------------------------------------------------------------------

                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
-------------------------------------------------------------------------------------------------------------------

Dreyfus Variable Investment Fund
Managed by The Dreyfus Corporation
       Dreyfus VIF - Appreciation Portfolio                           .75%                    .03%                    .78%
       Dreyfus VIF - Disciplined Stock Portfolio                      .75%                    .06%                    .81%
-------------------------------------------------------------------------------------------------------------------




                                                                   Management                                     Total Annual
                                                                      Fees               Other Expenses        Portfolio Expenses
-------------------------------------------------------------------------------------------------------------------

Franklin  Templeton Variable Insurance Products Trust, Class 1 Shares Managed by
Franklin Advisers, Inc.
       Franklin Small Cap Fund*                                       .55%                 .27%                        .82%
Managed by Franklin Mutual Advisers, LLC
       Mutual Shares Securities Fund**                                .60%                    .19%                     .79%
Managed by Templeton Asset Management Ltd.
       Templeton Developing Markets Securities Fund***               1.25%                    .31%                    1.56%
Managed by Templeton Investment Counsel, Inc.
       Templeton International Securities Fund****                    .69%                    .19%                     .88%
-------------------------------------------------------------------------------------------------------------------
</TABLE>


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

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


*** 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%.

**** 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%.


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
-------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset Management Company
<S>                                                                   <C>                     <C>                     <C>
       Money Market Fund                                              .125%                   .08%                    .205%
-------------------------------------------------------------------------------------------------------------------





                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                   Management            (after expense          (after expense
                                                                      Fees               reimbursement)*         reimbursement)*
-------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management
       Goldman Sachs VIT Growth and Income Fund                       .75%                    .25%                   1.00%
       Goldman Sachs VIT Internet Tollkeeper Fund                    1.00%                    .25%                   1.25%

Managed by Goldman Sachs Asset Management International
       Goldman Sachs VIT Global Income Fund                           .90%                    .25%                   1.15%
       Goldman Sachs VIT International Equity Fund                   1.00%                    .35%                   1.35%
-------------------------------------------------------------------------------------------------------------------
</TABLE>




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

<TABLE>
<CAPTION>

                                                                                     Other Expenses            Total Annual
                                                                                     (after expense         Portfolio Expenses
                                                                 Management Fees     reimbursement)*  (after expense reimbursement)*
-------------------------------------------------------------------------------------------------------------------

INVESCO Variable Investment Funds, Inc.
Managed by INVESCO Funds Group, Inc.
<S>                                                                   <C>                 <C>                      <C>
       INVESCO VIF - Dynamics Fund                                    .75%                .51%                     1.26%
       INVESCO VIF - High Yield Fund                                  .60%                .47%                     1.07%
-------------------------------------------------------------------------------------------------------------------
</TABLE>




*Certain  expenses of the Fund were absorbed  voluntarily by INVESCO in order to
ensure that "Other Expenses" for the Fund did not exceed 1.05% of the High Yield
Fund's  average net assets and 1.15% of the Dynamics  Fund's  average net assets
pursuant to an agreement  between the Fund and INVESCO.  This  commitment may be
changed at any time following  consultation with the board of directors.  Absent
the expense absorption,  the Fund's "Other Expenses" and "Total Annual Portfolio
Expenses"  for the fiscal  year ended  December  31,  1999 were 0.48% and 1.08%,
respectively,  of the High Yield Fund's  average net assets and 1.53% and 2.28%,
respectively, of the Dynamics Fund's average net assets.


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                                    Other Expenses             Portfolio Expenses
                                                                                    (after expense               (after expense
                                                               Management          reimbursement for            reimbursement for
                                                                  Fees        Small Cap Value Portfolio)  Small Cap Value Portfolio)
-------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
<S>                                                               <C>                    <C>                          <C>
       Kemper Government Securities Portfolio                     .55%                   .08%                         .63%
       Kemper Small Cap Growth Portfolio                          .65%                   .06%                         .71%
       Kemper Small Cap Value Portfolio                           .75%                   .09%*                        .84%
-------------------------------------------------------------------------------------------------------------------



* Pursuant to its agreement with Kemper Variable Series,  the investment manager
and the accounting agent have agreed,  for the one year period commencing on May
1,  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.
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
-------------------------------------------------------------------------------------------------------------------

Scudder Variable Life Investment Fund
Managed by Scudder Kemper Investments, Inc.
       International Portfolio                                        .853%                   .18%                   1.03%
-------------------------------------------------------------------------------------------------------------------



                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
-------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.
       Newport Tiger Fund, Variable Series                            .90%                    .31%                   1.21%
-------------------------------------------------------------------------------------------------------------------




COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)
                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                                         (after expense          (after expense
                                                                   Management             reimbursement           reimbursement
                                                                      Fees             for certain Series)     for certain Series)
-------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust (1)
Managed by Massachusetts Financial Services Company
       MFS Emerging Growth Series                                     .75%                    .09%                    .84%
       MFS Global Governments Series (2)                              .75%                    .16%                    .91%
       MFS Growth With Income Series                                  .75%                    .13%                    .88%
       MFS High Income Series (2)                                     .75%                    .16%                    .91%
       MFS Research Series                                            .75%                    .11%                    .86%
-------------------------------------------------------------------------------------------------------------------
</TABLE>


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

(2) MFS has contractually  agreed to bear expenses for these series,  subject to
reimbursement  by the series,  such that the  series'  "Other  Expenses"  do not
exceed  0.15% of the average  daily net assets of the series  during the current
fiscal  year.  Absent the  expense  reimbursement,  the Total  Annual  Portfolio
Expenses for the year ended December 31, 1999, would have been 1.05% for the MFS
Global  Governments  Series and .97% with respect to the MFS High Income Series.
The  payments  made by MFS on behalf of the series  under this  arrangement  are
subject to reimbursement by the series to MFS, which will be accomplished by the
payment of an expense  reimbursement  fee by the series to MFS computed and paid
monthly at a  percentage  of the series'  average  daily net assets for its then
current fiscal year, with a limitation that immediately after such payment,  the
series' "Other  Expenses" will not exceed the percentage set forth above for the
series.  The obligation of MFS to bear the 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.

<TABLE>
<CAPTION>
                                                                                                                     Total Annual
                                                           Management Fees    Service Fees    Other Expenses*   Portfolio Expenses**
-------------------------------------------------------------------------------------------------------------------

PIMCO Variable Insurance Trust
Managed by Pacific Investment Management Company
<S>                                                              <C>              <C>              <C>                  <C>
       PIMCO High Yield Bond Portfolio                           .25%             .15%             .35%                 .75%
       PIMCO Low Duration Bond Portfolio                         .25%             .15%             .25%                 .65%
       PIMCO StocksPLUS Growth and Income Portfolio              .40%             .15%             .10%                 .65%
       PIMCO Total Return Bond Portfolio                         .25%             .15%             .25%                 .65%
-------------------------------------------------------------------------------------------------------------------
</TABLE>


*"Other  Expenses"  reflects a 0.35%  administrative  fee for High Yield Bond, a
0.25%  administrative  fee for Low Duration  Bond and Total  Return Bond,  and a
0.10% administrative fee for StocksPLUS Growth and Income Portfolio.

**PIMCO has  contractually  agreed to reduce  total annual  Portfolio  operating
expenses for the  Administrative  Class shares to the extent they would  exceed,
due to the payment of organizational  expenses and Trustees' fees, 0.75%, 0.65%,
0.65% and 0.65% of the High Yield Bond, Low Duration Bond, StocksPLUS Growth and
Income and Total  Return Bond  Portfolios,  respectively,  of average  daily net
assets. Without such reductions,  the Total Annual Portfolio Expenses would have
been .78% and .69% for the Low Duration  Bond and Total Return Bond  Portfolios,
respectively.  Management Fees,  Service Fees and Other Expenses are restated as
of April 1, 2000.


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT FIVE FEE TABLE (continued)
                                                                   Management                                     Total Annual
                                                                      Fees               Other Expenses        Portfolio Expenses
-------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
Managed by Putnam Investment Management, Inc.
<S>                                                                   <C>                     <C>                     <C>
       Putnam VT Growth and Income Fund - Class IA Shares                .46%                   .04%                    .50%
       Putnam VT International Growth Fund - Class IA Shares             .80%                   .22%                   1.02%
       Putnam VT International New Opportunities Fund - Class IA Shares 1.08%                   .33%                   1.41%
       Putnam VT New Value Fund - Class IA Shares                        .70%                   .10%                    .80%
       Putnam VT Vista Fund - Class IA Shares                            .65%                   .10%                    .75%
-------------------------------------------------------------------------------------------------------------------
</TABLE>




<TABLE>
<CAPTION>
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.

                                                                                            Time Periods
                                                                  1 year            3 years           5 years          10 years
-------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds Managed by A I M Advisors, Inc.
<S>                                                                     <C>             <C>                <C>               <C>
       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 (Class A)                                    (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 (Class A)                            (a)  $74.80      (a) $121.17       (a)  $175.00    (a)    $276.23
                                                                   (b)  $24.80      (b) $ 76.17       (b)  $130.00    (b)    $276.23
-------------------------------------------------------------------------------------------------------------------

American Century Variable Portfolios, Inc.
Managed by American Century Investment Management, Inc.
       VP Income & Growth                                          (a)  $72.29      (a) $113.63
                                                                   (b)  $22.29      (b) $ 68.63
       VP International                                            (a)  $78.69      (a) $132.81
                                                                   (b)  $28.69      (b) $ 87.81
       VP Value                                                    (a)  $75.30      (a) $122.67
                                                                   (b)  $25.30      (b) $ 77.67
-------------------------------------------------------------------------------------------------------------------





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

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
       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
       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
       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
       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
-------------------------------------------------------------------------------------------------------------------
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
       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
       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
       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
       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
-------------------------------------------------------------------------------------------------------------------

Dreyfus Stock Index Fund
Managed by The Dreyfus Corporation
(Index Fund Manager: Mellon Equity Associates                      (a)  $67.87      (a) $100.23       (a)  $139.87       (a) $205.00
                                                                   (b)  $17.87      (b) $ 55.23       (b)  $ 94.87       (b) $205.00
-------------------------------------------------------------------------------------------------------------------
Dreyfus Variable Investment Fund
Managed by The Dreyfus Corporation
       Dreyfus VIF - Appreciation                                  (a)  $73.10      (a) $116.05       (a)  $166.47       (a) $259.18
                                                                   (b)  $23.10      (b) $ 71.05       (b)  $121.47       (b) $259.18
       Dreyfus VIF - Disciplined Stock                             (a)  $73.40      (a) $116.96       (a)  $167.98       (a) $262.21
                                                                   (b)  $23.40      (b) $ 71.96       (b)  $122.98       (b) $262.21
-------------------------------------------------------------------------------------------------------------------

Franklin  Templeton Variable Insurance Products Trust, Class 1 Shares
Managed by Franklin Advisers, Inc.
       Franklin Small Cap                                          (a)  $73.50      (a) $117.26      (a)  $168.48        (a) $263.22
                                                                   (b)  $23.50      (b) $ 72.26      (b)  $123.48        (b) $263.22
Managed by Franklin Mutual Advisers, LLC
       Mutual Shares Securities                                    (a)  $73.20      (a) $116.35      (a)  $166.97        (a) $260.19
                                                                   (b)  $23.20      (b) $ 71.35      (b)  $121.97        (b) $260.19
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
Managed by Templeton Investment Counsel, Inc.
       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
-------------------------------------------------------------------------------------------------------------------



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

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

Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management
       Goldman Sachs VIT Growth and Income Fund                    (a)  $75.30      (a) $122.67      (a)  $177.50       (a)  $281.19
                                                                   (b)  $25.30      (b) $ 77.67      (b)  $132.50       (b)  $281.19
       Goldman Sachs VIT Internet Tollkeeper Fund                  (a)  $77.80      (a) $130.14
                                                                   (b)  $27.80      (b) $ 85.14
Managed by Goldman Sachs Asset Management International
       Goldman Sachs VIT Global Income Fund                        (a)  $76.80      (a) $127.16      (a)  $184.95       (a)  $295.90
                                                                   (b)  $26.80      (b) $ 82.16      (b)  $139.95       (b)  $295.90
       Goldman Sachs VIT International Equity Fund                 (a)  $78.79      (a) $133.11      (a)  $194.80       (a)  $315.14
                                                                   (b)  $28.79      (b) $ 88.11     (b)   $149.80       (b)  $315.14
-------------------------------------------------------------------------------------------------------------------

INVESCO Variable Investment Funds, Inc.

Managed by INVESCO Funds Group, Inc.
       INVESCO VIF - Dynamics                                      (a)  $77.90      (a) $130.43      (a)  $190.38       (a)  $306.53
                                                                   (b)  $27.90      (b) $ 85.43      (b)  $145.38       (b)  $306.53
       INVESCO VIF - High Yield                                    (a)  $76.00      (a) $124.77      (a)  $180.99       (a)  $288.08
                                                                   (b)  $26.00      (b) $ 79.55      (b)  $135.99       (b)  $288.08
-------------------------------------------------------------------------------------------------------------------

Kemper Variable Series

Managed by Scudder Kemper Investments, Inc.
       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
       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
-------------------------------------------------------------------------------------------------------------------

Scudder Variable Life Investment Fund

Managed by Scudder Kemper Investments, Inc.
       International                                               (a)  $75.63      (a) $123.66
                                                                   (b)  $25.63      (b) $ 78.66
-------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.
       Newport Tiger Fund, Variable Series                         (a)  $77.40      (a) $128.94      (a)  $187.92       (a)  $301.71
                                                                   (b)  $27.40      (b) $ 83.94      (b)  $142.92       (b)  $301.71
-------------------------------------------------------------------------------------------------------------------


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

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 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 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 Research                                                (a)  $73.90      (a) $118.46      (a)  $170.49     (b)    $267.24
                                                                   (b)  $23.90      (b) $ 73.46      (b)  $125.49     (b)    $267.24
-------------------------------------------------------------------------------------------------------------------

PIMCO Variable Insurance Trust
Managed by Pacific Investment Management Company
       PIMCO High Yield Bond                                       (a)  $72.80      (a) $115.15
                                                                   (b)  $22.80      (b) $ 70.15
       PIMCO Low Duration Bond                                     (a)  $71.79      (a) $112.12
                                                                   (b)  $21.79      (b) $ 67.12
       PIMCO StocksPLUS Growth and Income                          (a)  $71.79      (a) $112.12
                                                                   (b)  $21.79      (b) $ 67.12
       PIMCO Total Return Bond                                     (a)  $71.79      (a) $112.12
                                                                   (b)  $21.79      (b) $ 67.12
-------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
Managed by Putnam Investment Management, Inc.
       Putnam VT Growth and Income - Class IA Shares               (a)  $70.29      (a) $107.56      (a)  $152.24     (a)    $230.39
                                                                   (b)  $20.29      (b) $ 62.56      (b)  $107.24     (b)    $230.39
       Putnam VT International Growth - Class IA Shares            (a)  $75.50      (a) $123.27      (a)  $178.50     (a)    $283.17
                                                                   (b)  $25.50      (b) $ 78.27      (b)  $133.50     (b)    $283.17
       Putnam VT International New Opportunities - Class IA Shares (a)  $79.39      (a) $134.88      (a)  $197.73     (a)    $320.83
                                                                   (b)  $29.39      (b) $ 89.88      (b)  $152.73     (b)    $320.83
       Putnam VT New Value - Class IA Shares                       (a)  $73.30      (a) $116.65      (a)  $167.47     (a)    $261.20
                                                                   (b)  $23.30      (b) $ 71.65      (b)  $122.47     (b)    $261.20
       Putnam VT Vista - Class IA Shares                           (a)  $72.80      (a) $115.15      (a)  $164.95     (a)    $256.13
                                                                   (b)  $22.80      (b) $ 70.15      (b)  $119.95     (b)    $256.13
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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 for  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,  although,  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.

1.   THE ANNUITY CONTRACT

This Prospectus  describes the Fixed and Variable  Annuity  Contract  offered by
Cova.

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, beginning 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,  upon  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. 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.  In that case,  Cova may  provide  your  annuity  payment in a
single lump sum.  Likewise,  if your annuity  payments would be less than $100 a
month,  Cova has the right to change  the  frequency  of  payments  so that your
annuity payments are at least $100.


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%, 662/3% 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
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 we accept is $1 million  without our prior
approval.  You can make additional  purchase  payments of $500 or more to either
type of contract.


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.

Once we receive your  purchase  payment and the necessary  information,  we will
issue your contract and allocate your first  purchase  payment within 2 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 5
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, in the state of California,  within 30 days if you
are 60 years or older when we issue the contract).  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.
If you have  purchased  the contract as an IRA, we are 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).  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 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 51 investment portfolios which are listed below.  Currently,
if you are not participating in an asset allocation program, you can only invest
in 15 investment  portfolios at any one time.  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.

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.


AIM VARIABLE INSURANCE FUNDS

AIM Variable  Insurance  Funds is a mutual fund with  multiple  portfolios.  AIM
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)


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

American Century Investment  Management,  Inc. is the investment adviser to each
portfolio. The following portfolios are available under the contract:

   VP Income & Growth Fund
   VP International Fund
   VP Value Fund


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:

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

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

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

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


DREYFUS STOCK INDEX FUND

The  Dreyfus  Corporation  serves as the Fund's  manager.  Dreyfus has hired its
affiliate,  Mellon Equity Associates,  to serve as the Fund's index fund manager
and provide day-to-day management of the Fund's investments.


DREYFUS VARIABLE INVESTMENT FUND

Dreyfus Variable Investment Fund is a mutual fund with multiple portfolios.  The
Dreyfus Corporation serves as the investment adviser. Fayez Sarofim & Co. serves
as  sub-investment  adviser  for  the  Appreciation  Portfolio.   The  following
portfolios are available under the contract:

   Dreyfus VIF - Appreciation Portfolio
   Dreyfus VIF - Disciplined Stock 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.  Each portfolio has two classes of shares:
Class 1 and Class 2. The portfolios  available in connection  with your contract
are Class 1 shares.  Franklin  Advisers,  Inc. is the investment  adviser to the
Franklin  Small Cap Fund,  Templeton  Asset  Management  Ltd. is the  investment
adviser  for  the  Templeton   Developing  Markets  Securities  Fund,  Templeton
Investment   Counsel,   Inc.  is  the  investment   adviser  for  the  Templeton
International   Securities  Fund  and  Franklin  Mutual  Advisers,  LLC  is  the
investment  adviser  for  the  Mutual  Shares  Securities  Fund.  The  following
portfolios are available under the contract:

   Franklin Small Cap Fund (the surviving fund of the merger with
      Franklin Small Cap Investments Fund)

   Mutual Shares Securities Fund (the surviving fund of the merger with
      Mutual Shares Investments Fund)

   Templeton Developing Markets Securities Fund
      (formerly, Templeton Developing Markets Fund)

   Templeton International Securities Fund
      (formerly, Templeton International Fund)


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


GOLDMAN SACHS VARIABLE INSURANCE TRUST

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

   Goldman Sachs VIT Global Income Fund
   Goldman Sachs VIT Growth and Income Fund
   Goldman Sachs VIT International Equity Fund
   Goldman Sachs VIT Internet Tollkeeper Fund
      (available as of July 3, 2000)


INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO  Variable  Investment  Funds,  Inc.  is  a  mutual  fund  with  multiple
portfolios.  INVESCO Funds Group, Inc. is the investment adviser.  The following
portfolios are available under the contract:

   INVESCO VIF - Dynamics Fund
   INVESCO VIF - High Yield Fund


KEMPER VARIABLE SERIES

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

   Kemper Government Securities Portfolio
   Kemper Small Cap Growth Portfolio
   Kemper Small Cap Value Portfolio


SCUDDER VARIABLE LIFE INVESTMENT FUND

Scudder Variable Life Investment Fund is a mutual fund with multiple portfolios.
Scudder Kemper Investments, Inc. is the investment adviser to each portfolio.The
following portfolio is available under the contract:

   International Portfolio


LIBERTY VARIABLE INVESTMENT TRUST

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

   Newport Tiger Fund, Variable Series


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


PIMCO VARIABLE INSURANCE TRUST

PIMCO  Variable  Insurance  Trust is a mutual  fund  with  multiple  portfolios.
Pacific  Investment  Management  Company  is  the  investment  adviser  to  each
portfolio. The following portfolios are available under the contract:

   PIMCO High Yield Bond Portfolio
   PIMCO Low Duration Bond Portfolio
   PIMCO StocksPLUS Growth and Income Portfolio
   PIMCO Total Return Bond Portfolio


PUTNAM VARIABLE TRUST

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

   Putnam VT Growth and Income  Fund - Class IA Shares
   Putnam VT  International Growth Fund - Class IA Shares
   Putnam VT International New Opportunities  Fund - Class IA Shares
   Putnam VT New Value Fund - Class IA Shares
   Putnam VT Vista Fund (a stock portfolio) - Class IA Shares


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.

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

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

3.   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.

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

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.  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.

There is no additional  charge for  participating  in 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 day after the end of the period you selected.

The  Automatic  Rebalancing  Program is available  only during the  accumulation
phase.  There  is no  additional  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 21/2  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:

1)   the mortality and expense risk premium, and

2)   the administrative expense charge.

Mortality and Expense Risk Premium. This charge is equal, 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 all 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. 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 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 if you want to take advantage
of this provision (confinement must begin after the first contract anniversary).
This is called the Nursing Home Waiver.


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.


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 an additional  discussion  regarding taxes in the Statement of
Additional Information.


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 you selected.  Under
most  circumstances  the amount of any partial  withdrawal  must be for at least
$500.  Cova requires  that after a partial  withdrawal is made you keep at least
$500 in any selected investment portfolio.

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  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.

The death benefit is described below. The amount of death benefit depends on how
old you or your joint owner is. 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:


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

1.   Total purchase payments,  less 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 while the owner, or
     a joint owner is living,  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 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 subsequent to that contract anniversary, less any withdrawals (and any
     withdrawal  charges paid on the  withdrawals)  subsequent  to that contract
     anniversary.

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 Life Insurance  Company  ("Cova") was originally  incorporated on
September 6, 1972 as Industrial  Indemnity Life Insurance  Company, a California
corporation  and changed its name to Xerox  Financial Life Insurance  Company in
1986.  On June 1, 1995,  a  wholly-owned  subsidiary  of General  American  Life
Insurance  Company  purchased  Cova which on that date  changed its name to Cova
Financial  Life  Insurance  Company.  On  January  6,  2000,  Metropolitan  Life
Insurance Company (MetLife) acquired GenAmerica Corporation, the ultimate parent
company of Cova  Financial  Services Life  Insurance  Company  (Cova Life),  the
parent  company of Cova.  The  acquisition  of GenAmerica  Corporation  does not
affect  policy  benefits or any other terms or conditions  under your  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 5.63% of purchase  payments
but,  under certain  circumstances,  may be paid up to 6.0%.  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.  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

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 Period Year or Period   Year or Period  Year or Period
                                                                     Ended 12/31/99 Ended 12/31/98   Ended 12/31/97  Ended 12/31/96
-------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds Managed by A I M Advisors, Inc.
AIM V.I. Capital Appreciation Sub-Account
<S>                                                                      <C>            <C>
     Beginning of Period                                                 $11.80         $10.00              *               *
     End of Period                                                        16.83          11.80
     Number of Accum. Units Outstanding                                  63,264          5,570
-------------------------------------------------------------------------------------------------------------------

AIM V.I. International Equity Sub-Account
     Beginning of Period                                                 $11.42         $10.00              *               *
     End of Period                                                        17.46          11.42
     Number of Accum. Units Outstanding                                  19,322         15,257
-------------------------------------------------------------------------------------------------------------------

AIM V.I. Value Sub-Account
     Beginning of Period                                                 $13.08         $10.00              *               *
     End of Period                                                        16.75          13.08
     Number of Accum. Units Outstanding                                  158,759         2,865
-------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc. (Class A)
Managed by Alliance Capital Management L.P.
Premier Growth Sub-Account
     Beginning of Period                                                 $14.62         $10.00              *               *
     End of Period                                                        19.08          14.62
     Number of Accum. Units Outstanding                                  130,836        62,869
-------------------------------------------------------------------------------------------------------------------

Real Estate Investment Sub-Account
     Beginning of Period                                                  $8.00         $10.00              *               *
     End of Period                                                        7.49           8.00
     Number of Accum. Units Outstanding                                  29,380         22,077
-------------------------------------------------------------------------------------------------------------------






Accumulation Unit Value History (continued)


                                                                     Year or Period Year or Period   Year or Period  Year or Period
                                                                     Ended 12/31/99 Ended 12/31/98   Ended 12/31/97  Ended 12/31/96
-------------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc.
Managed by American Century Investment Management, Inc.
VP Income & Growth Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        10.32
     Number of Accum. Units Outstanding                                   1,017
-------------------------------------------------------------------------------------------------------------------
VP International Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        12.52
     Number of Accum. Units Outstanding                                    10
-------------------------------------------------------------------------------------------------------------------
VP Value Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        9.59
     Number of Accum. Units Outstanding                                    546
-------------------------------------------------------------------------------------------------------------------
Cova Series Trust
Managed by Lord, Abbett & Co.
Bond Debenture Sub-Account
     Beginning of Period                                                 $13.50         $12.88           $11.30          $10.15
     End of Period                                                        13.77          13.50            12.88           11.30
     Number of Accum. Units Outstanding                                  859,300        681,676          347,400         39,545
-------------------------------------------------------------------------------------------------------------------
Developing Growth Sub-Account
     Beginning of Period                                                 $11.07         $10.53           $10.83             *
     End of Period                                                        14.45          11.07            10.53
     Number of Accum. Units Outstanding                                  130,053        70,926            6,039
-------------------------------------------------------------------------------------------------------------------
Large Cap Research Sub-Account
     Beginning of Period                                                 $11.83         $10.76              *               *
     End of Period                                                        14.64          11.83
     Number of Accum. Units Outstanding                                  142,370        49,894
-------------------------------------------------------------------------------------------------------------------
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                                 1,241,056
-------------------------------------------------------------------------------------------------------------------
Mid-Cap Value Sub-Account
     Beginning of Period                                                 $10.44         $10.47           $10.05             *
     End of Period                                                        10.88          10.44            10.47
     Number of Accum. Units Outstanding                                  132,159        85,457            8,510
-------------------------------------------------------------------------------------------------------------------



Accumulation Unit Value History (continued)


                                                                     Year or Period Year or Period   Year or Period  Year or Period
                                                                     Ended 12/31/99 Ended 12/31/98   Ended 12/31/97  Ended 12/31/96
-------------------------------------------------------------------------------------------------------------------
Cova Series Trust (continued)
Managed by J.P. Morgan Investment Management Inc.
International Equity Sub-Account
     Beginning of Period                                                 $12.89         $11.46           $10.97          $10.10
     End of Period                                                        16.33          12.89            11.46           10.97
     Number of Accum. Units Outstanding                                  838,996        779,375          554,105         124,032
-------------------------------------------------------------------------------------------------------------------
Large Cap Stock Sub-Account
     Beginning of Period                                                 $19.43         $14.89           $11.34          $10.16
     End of Period                                                        22.55          19.43            14.89           11.34
     Number of Accum. Units Outstanding                                 1,531,957      1,132,390         686,677         126,231
-------------------------------------------------------------------------------------------------------------------
Quality Bond Sub-Account
     Beginning of Period                                                 $11.91         $11.16           $10.37           $9.95
     End of Period                                                        11.57          11.91            11.16           10.37
     Number of Accum. Units Outstanding                                  629,401        501,045          234,643         64,534
-------------------------------------------------------------------------------------------------------------------
Select Equity Sub-Account
     Beginning of Period                                                 $16.99         $14.05           $10.84          $10.15
     End of Period                                                        18.38          16.99            14.05           10.84
     Number of Accum. Units Outstanding                                 1,237,436      1,052,797         700,550         185,509
-------------------------------------------------------------------------------------------------------------------
Small Cap Stock Sub-Account
     Beginning of Period                                                 $12.58         $13.49           $11.31          $10.91
     End of Period                                                        17.93          12.58            13.49           11.31
     Number of Accum. Units Outstanding                                  632,695        663,925          487,580         113,118
-------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund
Managed by The Dreyfus Corporation
Dreyfus Stock Index Fund Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        10.34
     Number of Accum. Units Outstanding                                    10
-------------------------------------------------------------------------------------------------------------------

Dreyfus Variable Investment Fund
Managed by The Dreyfus Corporation
Dreyfus VIF - Appreciation Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        10.13
     Number of Accum. Units Outstanding                                    10
-------------------------------------------------------------------------------------------------------------------

Dreyfus VIF - Disciplined Stock Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        10.31
     Number of Accum. Units Outstanding                                    10
-------------------------------------------------------------------------------------------------------------------


Accumulation Unit Value History (continued)


                                                                     Year or Period Year or Period   Year or Period  Year or Period
                                                                     Ended 12/31/99 Ended 12/31/98   Ended 12/31/97  Ended 12/31/96
-------------------------------------------------------------------------------------------------------------------
Franklin  Templeton Variable Insurance Products Trust, Class 1 Shares Managed by
Franklin Advisers, Inc.
Franklin Small Cap Sub-Account
(Sub-Account  commenced operations during 1999. The value denoted is the initial
AUV.)
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        17.72
     Number of Accum. Units Outstanding                                   7,226
-------------------------------------------------------------------------------------------------------------------

Managed by Franklin Mutual Advisers, LLC
Mutual Shares Securities Sub-Account
     Beginning of Period                                                  $9.65          $8.64              *               *
     End of Period                                                        10.43          9.65
     Number of Accum. Units Outstanding                                   9,448           944
-------------------------------------------------------------------------------------------------------------------

Managed by Templeton Asset Management Ltd.
Templeton Developing Markets Securities Sub-Account
     Beginning of Period                                                  $7.56          $5.65              *               *
     End of Period                                                        11.48          7.56
     Number of Accum. Units Outstanding                                  13,256          7,033
-------------------------------------------------------------------------------------------------------------------

Managed by Templeton Investment Counsel, Inc.
Templeton International Securities Sub-Account
     Beginning of Period                                                  $9.15          $7.89              *               *
     End of Period                                                        11.16          9.15
     Number of Accum. Units Outstanding                                  50,837          6,626
-------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset Management Company
Money Market Sub-Account
     Beginning of Period                                                 $11.11         $10.67           $10.63             *
     End of Period                                                        11.53          11.11            10.67
     Number of Accum. Units Outstanding                                  157,984        129,569          14,091
-------------------------------------------------------------------------------------------------------------------




Accumulation Unit Value History (continued)


                                                                     Year or Period Year or Period   Year or Period  Year or Period
                                                                     Ended 12/31/99 Ended 12/31/98   Ended 12/31/97  Ended 12/31/96
-------------------------------------------------------------------------------------------------------------------
Goldman Sachs Variable Insurance Trust
Managed by Goldman Sachs Asset Management
Goldman Sachs VIT Growth and Income Sub-Account
     Beginning of Period                                                  $9.91         $11.21              *               *
     End of Period                                                        10.30          9.91
     Number of Accum. Units Outstanding                                  27,398         13,107
-------------------------------------------------------------------------------------------------------------------

Managed by Goldman Sachs Asset Management International
Goldman Sachs VIT Global Income Sub-Account
     Beginning of Period                                                 $10.82         $10.15              *               *
     End of Period                                                        10.56          10.82
     Number of Accum. Units Outstanding                                   3,165          3,002
-------------------------------------------------------------------------------------------------------------------
Goldman Sachs VIT International Equity Sub-Account
     Beginning of Period                                                 $11.42         $11.20              *               *
     End of Period                                                        14.84          11.42
     Number of Accum. Units Outstanding                                  27,069         15,859
-------------------------------------------------------------------------------------------------------------------

INVESCO Variable Investment Funds, Inc.
Managed by INVESCO Funds Group, Inc.
INVESCO VIF - Dynamics Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        11.15
     Number of Accum. Units Outstanding                                   1,951
-------------------------------------------------------------------------------------------------------------------

INVESCO VIF - High Yield Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        10.12
     Number of Accum. Units Outstanding                                    996
-------------------------------------------------------------------------------------------------------------------




Accumulation Unit Value History (continued)


                                                                     Year or Period Year or Period   Year or Period  Year or Period
                                                                     Ended 12/31/99 Ended 12/31/98   Ended 12/31/97  Ended 12/31/96
-------------------------------------------------------------------------------------------------------------------
Kemper Variable Series
Managed by Scudder Kemper Investments, Inc.
Kemper Government Securities Sub-Account
     Beginning of Period                                                 $10.63         $10.00              *               *
     End of Period                                                        10.56          10.63
     Number of Accum. Units Outstanding                                  20,807          2,519
-------------------------------------------------------------------------------------------------------------------

Kemper Small Cap Growth Sub-Account
     Beginning of Period                                                 $11.69         $10.00              *               *
     End of Period                                                        15.51          11.69
     Number of Accum. Units Outstanding                                   8,195          3,829
-------------------------------------------------------------------------------------------------------------------

Kemper Small Cap Value Sub-Account
     Beginning of Period                                                  $8.77         $10.00              *               *
     End of Period                                                        8.89           8.77
     Number of Accum. Units Outstanding                                  27,733         16,641

Liberty Variable Investment Trust
Managed by Newport Fund Management, Inc.
Newport Tiger Fund, Variable Sub-Account
     Beginning of Period                                                  $9.28         $10.00              *               *
     End of Period                                                        15.40          9.28
     Number of Accum. Units Outstanding                                   2,639          2,397
-------------------------------------------------------------------------------------------------------------------




Accumulation Unit Value History (continued)
                                                                     Year or Period Year or Period   Year or Period  Year or Period
                                                                     Ended 12/31/99 Ended 12/31/98   Ended 12/31/97  Ended 12/31/96
-------------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust
Managed by Massachusetts Financial Services Company
MFS Emerging Growth Sub-Account
     Beginning of Period                                                 $13.24         $10.00              *               *
     End of Period                                                        23.08          13.24
     Number of Accum. Units Outstanding                                  62,562         47,710
-------------------------------------------------------------------------------------------------------------------

MFS Global Governments Sub-Account
     Beginning of Period                                                 $10.66         $10.00              *               *
     End of Period                                                        10.25          10.66
     Number of Accum. Units Outstanding                                   1,050           385
-------------------------------------------------------------------------------------------------------------------

MFS Growth With Income Sub-Account
     Beginning of Period                                                 $12.08         $10.00              *               *
     End of Period                                                        12.70          12.08
     Number of Accum. Units Outstanding                                  112,973        64,791
-------------------------------------------------------------------------------------------------------------------

MFS High Income Sub-Account
     Beginning of Period                                                  $9.86         $10.00              *               *
     End of Period                                                        10.35          9.86
     Number of Accum. Units Outstanding                                  21,540         13,080
-------------------------------------------------------------------------------------------------------------------

MFS Research Sub-Account
     Beginning of Period                                                 $12.18         $10.00              *               *
     End of Period                                                        14.90          12.18
     Number of Accum. Units Outstanding                                  62,149         25,994
-------------------------------------------------------------------------------------------------------------------

PIMCO Variable Insurance Trust
Managed by Pacific Investment Management Company
PIMCO High Yield Bond Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        10.08
     Number of Accum. Units Outstanding                                    10
-------------------------------------------------------------------------------------------------------------------

PIMCO Low Duration Bond Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        9.97
     Number of Accum. Units Outstanding                                    10
-------------------------------------------------------------------------------------------------------------------

PIMCO StocksPLUS Growth and Income Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        10.31
     Number of Accum. Units Outstanding                                    10
-------------------------------------------------------------------------------------------------------------------

PIMCO Total Return Bond Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        9.90
     Number of Accum. Units Outstanding                                   1,525
-------------------------------------------------------------------------------------------------------------------



Accumulation Unit Value History (continued)

                                                                     Year or Period Year or Period   Year or Period  Year or Period
                                                                     Ended 12/31/99 Ended 12/31/98   Ended 12/31/97  Ended 12/31/96
-------------------------------------------------------------------------------------------------------------------
Putnam Variable Trust
Managed by Putnam Investment Management, Inc.
Putnam VT Growth and Income Sub-Account
     Beginning of Period                                                 $11.40         $10.00              *               *
     End of Period                                                        11.42          11.40
     Number of Accum. Units Outstanding                                  131,527        80,114
-------------------------------------------------------------------------------------------------------------------

Putnam VT International Growth Sub-Account
     Beginning of Period                                                 $11.73         $10.00              *               *
     End of Period                                                        18.52          11.73
     Number of Accum. Units Outstanding                                  81,982         56,566
-------------------------------------------------------------------------------------------------------------------

Putnam VT International New Opportunities Sub-Account
     Beginning of Period                                                 $11.42         $10.00              *               *
     End of Period                                                        22.86          11.42
     Number of Accum. Units Outstanding                                   8,721          4,783

Putnam VT New Value Sub-Account
     Beginning of Period                                                 $10.50         $10.00              *               *
     End of Period                                                        10.38          10.50
     Number of Accum. Units Outstanding                                   2,342          2,202
-------------------------------------------------------------------------------------------------------------------

Putnam VT Vista Sub-Account
     Beginning of Period                                                 $11.80         $10.00              *               *
     End of Period                                                        17.80          11.80
     Number of Accum. Units Outstanding                                  17,707          6,799
-------------------------------------------------------------------------------------------------------------------

Scudder Variable Life Investment Fund
Managed by Scudder Kemper Investments, Inc.
International Sub-Account
     Beginning of Period                                                 $10.00            *                *               *
     End of Period                                                        11.64
     Number of Accum. Units Outstanding                                    624
-------------------------------------------------------------------------------------------------------------------
</TABLE>


* The  accumulation  unit values shown above for the beginning of the period for
the Select  Equity,  Small Cap Stock,  Large Cap  Stock,  International  Equity,
Quality Bond, Bond  Debenture,  Developing  Growth,  Mid-Cap Value and Large Cap
Research  Portfolios  reflect the dates these  investment  portfolios were first
offered  for sale to the public  which  were as  follows:  May 15,  1996 for the
Select  Equity and Small Cap Stock  Portfolios;  May 16,  1996 for the Large Cap
Stock Portfolio;  May 14, 1996 for the International  Equity Portfolio;  May 20,
1996 for the Quality Bond and Bond  Debenture  Portfolios;  November 7, 1997 for
the Developing  Growth and Mid-Cap Value  Portfolios;  and February 17, 1998 for
the Large Cap Research  Portfolio.  The Lord Abbett Growth and Income  Portfolio
commenced  regular  investment  operations on January 8, 1999.  Separate Account
inception dates in the other investment  portfolios are as follows: AIM Variable
Insurance Funds,  Alliance  Variable Products Series Fund, Inc., Kemper Variable
Series,  Liberty  Variable  Investment  Trust,  MFS  Variable  Insurance  Trust,
Oppenheimer  Variable  Account Funds and Putnam  Variable  Trust -- December 31,
1997;  General  American  Capital  Company --  December 4, 1997;  Goldman  Sachs
Variable  Insurance  Trust -- March 31, 1998;  and Franklin  Templeton  Variable
Insurance  Products  Trust -- September  21, 1998 (except  March 1, 1999 for the
Franklin Small Cap Fund);  American  Century Variable  Portfolios Inc.,  Dreyfus
Stock Index Fund, Dreyfus Variable  Investment Fund, INVESCO Variable Investment
Funds,  Inc., Scudder Variable Life Investment Fund and PIMCO Variable Insurance
Trust -- November 19, 1999).

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.


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.


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.:

American Century Investment  Management,  Inc. is the investment adviser to each
portfolio. The following portfolios are available under the contract:


VP Income & Growth Fund

Investment Objective: The Fund seeks dividend growth, current income and capital
appreciation by investing in common stocks.


VP International Fund
Investment   Objective:   The  Fund  seeks   capital   growth  by  investing  in
internationally  diversified  stocks of companies that the adviser believes will
increase in value over time.


VP Value Fund

Investment  Objective:  The Fund seeks  long-term  capital  growth by  investing
primarily in common stocks. Income is a secondary objective.


COVA SERIES TRUST:

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


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

International Equity Portfolio

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


Large Cap Stock Portfolio

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



Quality Bond Portfolio

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


Select Equity Portfolio

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


Small Cap Stock Portfolio

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


Portfolios Managed by Lord, Abbett & Co.:

Bond Debenture Portfolio

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


Developing Growth Portfolio

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


Large Cap Research Portfolio


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


Lord Abbett Growth and Income Portfolio

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


Mid-Cap Value Portfolio

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


DREYFUS STOCK INDEX FUND:

The  Dreyfus  Corporation  serves as the Fund's  manager.  Dreyfus has hired its
affiliate,  Mellon Equity Associates,  to serve as the Fund's index fund manager
and provide day-to-day management of the Fund's investments.

Investment Objective: The Fund seeks to match the total return of the Standard &
Poor's 500 Composite  Stock Price Index. To pursue this goal, the Fund generally
invests in all 500 stocks in the S&P 500 in proportion to their weighting in the
index.


DREYFUS VARIABLE INVESTMENT FUND:

The Dreyfus Variable Investment Fund is a mutual fund with multiple  portfolios.
The Dreyfus  Corporation serves as the investment  adviser.  Fayez Sarofim & Co.
serves as sub-investment  adviser to the Appreciation  Portfolio.  The following
portfolios are available under the contract:


Appreciation Portfolio

Investment  Objective:  The Portfolio seeks long-term  capital growth consistent
with the preservation of capital;  current income is a secondary goal. To pursue
these goals,  the  Portfolio  invests in common  stocks  focusing on "blue chip"
companies  with  total  market  values  of more than $5  billion  at the time of
purchase.  These established  companies have demonstrated  sustained patterns of
profitability,  strong  balance  sheets,  an expanding  global  presence and the
potential to achieve predictable, above-average earnings growth.


Disciplined Stock Portfolio

Investment  Objective:  The Portfolio seeks  investment  returns  (consisting of
capital  appreciation  and  income)  that  are  greater  than the  total  return
performance of stocks  represented by the Standard & Poor's 500 Composite  Stock
Price Index (S&P 500). To pursue this goal,  the Portfolio  invests in a blended
portfolio of growth and value stocks  chosen  through a  disciplined  investment
process.  Consistency  of returns and stability of the  Portfolio's  share price
compared to the S&P 500 are primary goals of the process.


FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, CLASS 1 SHARES:

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


Mutual  Shares  Securities  Fund (the  surviving  fund of the merger with Mutual
Shares  Investments Fund)

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


Franklin Small Cap Fund (the surviving fund of the
merger with Franklin Small Cap Investments Fund)

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


Templeton International Securities Fund
(formerly, Templeton International Fund)


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


Templeton Developing Markets Securities Fund
(formerly, Templeton Developing Markets Fund)

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


GENERAL AMERICAN CAPITAL COMPANY:

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


Money Market Fund

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


GOLDMAN SACHS VARIABLE INSURANCE TRUST:

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




Goldman Sachs VIT Global Income Fund


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


Goldman Sachs VIT Internet Tollkeeper Fund

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


Goldman Sachs VIT Growth and Income Fund

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


Goldman Sachs VIT International Equity Fund

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


INVESCO VARIABLE INVESTMENT FUNDS, INC.:

INVESCO  Variable  Investment  Funds,  Inc.  is  a  mutual  fund  with  multiple
portfolios.  INVESCO Funds Group, Inc. is the investment adviser.  The following
portfolios are available under the contract:


INVESCO VIF - Dynamics Fund

Investment  Objective:  The Fund tries to buy  securities  that will increase in
value over the long term.  It is  aggressively  managed.  Because  its  strategy
includes  many  short-term  factors --  including  current  information  about a
company,  investor  interest,  price  movements  of a company's  securities  and
general  market and monetary  conditions -- securities in its portfolio  usually
are  bought and sold  relatively  frequently.  The Fund  invests in a variety of
securities that the adviser believes present opportunities for capital growth --
primarily common stocks of companies  traded on U.S.  securities  exchanges,  as
well as  over-the-counter.  The Fund also may invest in preferred  stocks (which
generally pay higher dividends than common stocks) and debt instruments that are
convertible into common stocks, as well as in securities of foreign companies.



INVESCO VIF - High Yield Fund

Investment Objective:  The Fund seeks to provide a high level of current income,
with growth of capital as a secondary objective. It invests substantially all of
its assets in lower-rated  debt  securities,  commonly  called "junk bonds," and
preferred stock,  including  securities issued by foreign companies.  These debt
securities are highly  sensitive to changes in interest  rates;  in general,  as
interest rates rise,  the value of these  securities  will decline.  Because the
debt  securities  held by the  Fund  tend  to be  lower  rated,  they  are  more
susceptible  to the impact of overall  fluctuations  in the economy  than other,
higher-rated  debt securities.  Although these securities carry with them higher
risks,  they generally  provide higher yields -- and therefore  higher income --
than higher-rated debt securities.


KEMPER VARIABLE SERIES:

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


Kemper Government Securities Portfolio

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


Kemper Small Cap Growth Portfolio

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


Kemper Small Cap Value Portfolio

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



SCUDDER VARIABLE LIFE INVESTMENT FUND:

The  Scudder  Variable  Life  Investment  Fund is a mutual  fund  with  multiple
portfolios.  Scudder Kemper Investments,  Inc. is the investment adviser to each
portfolio. The following portfolio is available under the contract:


International Portfolio

Investment  Objective:  The  International  Portfolio seeks long-term  growth of
capital  primarily  through  diversified  holdings of marketable  foreign equity
investments.


LIBERTY VARIABLE INVESTMENT TRUST:

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


Newport Tiger Fund, Variable Series

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


MFS VARIABLE INSURANCE TRUST:

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


MFS Emerging Growth Series

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


MFS Global Governments Series

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


MFS Growth With Income Series

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



MFS High Income Series

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


MFS Research Series

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


PIMCO VARIABLE INSURANCE TRUST:

PIMCO  Variable  Insurance  Trust is a mutual  fund  with  multiple  portfolios.
Pacific  Investment  Management  Company  is  the  investment  adviser  to  each
portfolio. The following portfolios are available under the contract:


PIMCO High Yield Bond Portfolio

Investment  Objective:  The High Yield Bond  Portfolio  seeks to maximize  total
return,   consistent  with  preservation  of  capital  and  prudent   investment
management.  The High Yield Bond Portfolio invests under normal circumstances at
least 65% of its assets in a  diversified  portfolio  of high  yield  securities
rated at least B by Moody's or S&P, or, if unrated, determined by the adviser to
be of comparable quality.


PIMCO Low Duration Bond Portfolio

Investment  Objective:  The Low Duration Bond Portfolio  seeks to maximize total
return,   consistent  with  preservation  of  capital  and  prudent   investment
management.  The Low Duration Bond Portfolio invests under normal  circumstances
at  least  65%  of  its  assets  in a  diversified  portfolio  of  fixed  income
instruments of varying maturities.


PIMCO StocksPLUS Growth and Income Portfolio

Investment  Objective:  The  StocksPLUS  Growth  and Income  Portfolio  seeks to
achieve a total return which  exceeds the total  return  performance  of the S&P
500.  The  StocksPLUS  Growth and  Income  Portfolio  invests in common  stocks,
options,  futures, options on futures and swaps. Under normal market conditions,
the Portfolio  invests  substantially  all of its assets in S&P 500 derivatives,
backed by a portfolio of fixed income instruments.


PIMCO Total Return Bond Portfolio

Investment  Objective:  The PIMCO Total Return Bond Portfolio  seeks to maximize
total return,  consistent with  preservation  of capital and prudent  investment
management.  The Total Return Bond Portfolio invests under normal  circumstances
at  least  65%  of  its  assets  in a  diversified  portfolio  of  fixed  income
instruments of varying maturities.


PUTNAM VARIABLE TRUST:

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


PUTNAM VT Growth and Income Fund - Class IA Shares

Investment Objective: The Fund seeks capital growth and current income.


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


PUTNAM VT International New Opportunities Fund - Class IA Shares

Investment Objective: The Fund seeks long-term capital appreciation.


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


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

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



The  portfolios  listed below began  operations  before  December 31, 1999. As a
result,   performance  information  is  available  for  the  accumulation  units
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 each  portfolio,  and assumes 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 and fees and expenses of each portfolio.

o    Performance  figures shown for  sub-accounts in existence for less than one
     year are not annualized.

<TABLE>
<CAPTION>
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
                                                                  portfolio expenses)                          expenses)
-------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                    Since                                  Since
Portfolio                        in Portfolio               1 yr         5 yrs     inception          1 yr      5 yrs     inception
-------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds
   AIM V.I. Capital
<S>                                 <C>   <C>               <C>                    <C>               <C>                   <C>
    Appreciation                    12/31/97                37.96%        N/A      27.84%            42.60%      N/A       29.72%
   AIM V.I. International
      Equity                        12/31/97                48.25%        N/A      30.28%            52.90%      N/A       32.13%
   AIM V.I. Value                   12/31/97                23.46%        N/A      27.53%            28.09%      N/A       29.42%
-------------------------------------------------------------------------------------------------------------------

Alliance Variable Products
Series Fund, Inc.
   Premier Growth (Class A)         12/31/97                25.84%        N/A      36.34%            30.47%      N/A       38.12%
   Real Estate Investment
      (Class A)                     12/31/97               -11.03%        N/A     -16.21%            -6.43%      N/A      -13.48%
-------------------------------------------------------------------------------------------------------------------



APPENDIX C
PERFORMANCE INFORMATION (continued) 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
                                                                  portfolio expenses)                          expenses)
-------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                    Since                                  Since
Portfolio                        in Portfolio               1 yr         5 yrs     inception          1 yr      5 yrs   inception
-------------------------------------------------------------------------------------------------------------------

Cova Series Trust
   Bond Debenture                   5/20/96                 -2.61%        N/A       7.67%             1.99%      N/A      8.80%
   Developing Growth                11/7/97                 25.95%        N/A      12.40%            30.58%      N/A     14.38%
   International Equity             5/14/96                 22.10%        N/A      13.14%            26.73%      N/A     14.15%
   Large Cap Research               2/17/98                 19.14%        N/A      15.69%            23.76%      N/A     17.92%
   Large Cap Stock                  5/16/96                 11.45%        N/A      23.76%            16.06%      N/A     24.60%
   Lord Abbett Growth and Income    1/8/99                    N/A         N/A       4.79%             N/A        N/A      9.90%
   Mid-Cap Value                    11/7/97                 -0.41%        N/A       1.57%             4.19%      N/A      3.75%
   Quality Bond                     5/20/96                 -7.51%        N/A       3.00%            -2.92%      N/A      4.25%
   Select Equity                    5/15/96                  3.62%        N/A      16.83%             8.23%      N/A     17.77%
   Small Cap Stock                  5/15/96                 37.87%        N/A      13.68%            42.52%      N/A     14.68%
-------------------------------------------------------------------------------------------------------------------

Franklin Templeton Variable Insurance
Products Trust, Class 1 Shares
   Mutual Shares Securities (1)     9/21/98                  7.23%        N/A      20.52%            11.85%      N/A     25.27%
   Templeton Developing
      Markets Securities (2)        9/21/98                 47.24%        N/A      71.08%            51.89%      N/A     74.34%
   Templeton International
      Securities (3)                9/21/98                 17.33%        N/A      27.66%            21.95%      N/A     31.15%
   Franklin Small Cap (4)           3/1/99                    N/A         N/A      99.28%             N/A        N/A    104.48%
-------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Effective  May 1, 2000,  the Mutual  Shares  Investments  Fund  (previously
     offered under the contract) merged into the Mutual Shares  Securities Fund.
     Performance  shown  reflects  historical  performance  of the Mutual Shares
     Securities Fund.

(2)  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.

(3)  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.

(4)  Effective May 1, 2000, the Franklin Small Cap Investments  Fund (previously
     offered  under  the  contract)  merged  into the  Franklin  Small Cap Fund.
     Performance shown reflects historical performance of the Franklin Small Cap
     Fund.


<TABLE>
<CAPTION>
APPENDIX C
PERFORMANCE INFORMATION (continued) 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
                                                                  portfolio expenses)                          expenses)
-------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                    Since                                  Since
Portfolio                        in Portfolio               1 yr         5 yrs     inception          1 yr      5 yrs    inception
-------------------------------------------------------------------------------------------------------------------

General American Capital Company
<S>                                 <C>  <C>                 <C>                    <C>               <C>                  <C>
   Money Market                     12/4/97                 -0.86%        N/A       1.72%             3.74%      N/A       3.97%
-------------------------------------------------------------------------------------------------------------------

Goldman Sachs Variable
Insurance Trust
   Goldman Sachs VIT
      Global Income                 3/31/98                 -6.99%        N/A      -0.41%            -2.39%      N/A       2.26%
   Goldman Sachs VIT
      Growth and Income             3/31/98                 -0.66%        N/A      -7.51%             3.94%      N/A      -4.71%
   Goldman Sachs VIT
      International Equity          3/31/98                 25.39%        N/A      15.00%            30.02%      N/A      17.43%
-------------------------------------------------------------------------------------------------------------------

Kemper Variable Series
   Kemper Government
      Securities                    12/31/97                -5.32%        N/A       0.44%            -0.72%      N/A       2.75%
   Kemper Small Cap Growth          12/31/97                28.03%        N/A      22.57%            32.66%      N/A      24.52%
   Kemper Small Cap Value           12/31/97                -3.28%        N/A      -8.25%             1.32%      N/A      -5.73%
-------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
   Newport Tiger Fund,
      Variable Series               12/31/97                61.28%        N/A      22.13%            65.94%      N/A      24.09%
-------------------------------------------------------------------------------------------------------------------



APPENDIX C
PERFORMANCE INFORMATION (continued) 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
                                                                  portfolio expenses)                          expenses)
-------------------------------------------------------------------------------------------------------------------
                                 Separate Account
                                 Inception Date                                    Since                                   Since
Portfolio                        in Portfolio               1 yr         5 yrs     inception          1 yr      5 yrs    inception
-------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
   MFS Emerging Growth              12/31/97                69.59%        N/A      50.28%            74.26%      N/A       51.92%
   MFS Global Governments           12/31/97                -8.45%        N/A      -1.10%            -3.85%      N/A        1.26%
   MFS Growth With Income           12/31/97                 0.60%        N/A      10.58%             5.21%      N/A       12.71%
   MFS High Income                  12/31/97                 0.36%        N/A      -0.59%             4.97%      N/A        1.75%
   MFS Research                     12/31/97                17.70%        N/A      20.07%            22.32%      N/A       22.06%
-------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
   Putnam VT Growth and
      Income - Class IA Shares      12/31/97                -4.43%        N/A       4.64%             0.17%      N/A        6.88%
   Putnam VT International
      Growth - Class IA Shares      12/31/97                53.26%        N/A      34.30%            57.92%      N/A       36.10%
   Putnam VT International
      New Opportunities -
      Class IA Shares               12/31/97                95.45%        N/A      49.54%           100.15%      N/A       51.19%
   Putnam VT New Value -
      Class IA Shares               12/31/97                -5.73%        N/A      -0.46%            -1.13%      N/A        1.88%
   Putnam VT Vista -
      Class IA Shares               12/31/97                46.12%        N/A      31.57%            50.77%      N/A       33.41%
-------------------------------------------------------------------------------------------------------------------
</TABLE>



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


The  contracts  are  relatively  new and  therefore  have a limited  performance
history.  However,  certain  portfolios have been in existence for some time and
have an  investment  performance  history.  In order to show how the  historical
performance of the portfolios  affects the contract's  accumulation unit values,
the following performance information was developed.

The information is based upon the historical experience of the portfolios and is
for the periods shown.  The chart below shows the investment  performance of the
portfolios and the accumulation unit performance calculated by assuming that the
contracts  were  invested  in  the  portfolios  for  the  same  periods.

o    The  performance  figures in Column A reflect the fees and expenses paid by
     each 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 each  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 and the fees and expenses of each portfolio.

o    Performance  figures  shown for  portfolios  in existence for less than one
     year are not annualized.

<TABLE>
<CAPTION>
Total Return for the periods ended 12/31/99:
-------------------------------------------------------------------------------------------------------------------

                                                                                     Accumulation Unit Performance

                                                                                  Column B                     Column C
                                                                                (reflects all             (reflects insurance
                                             Portfolio Performance              charges and             charges and portfolio
                                                   Column A                  portfolio expenses)               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
-------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds
   AIM V.I. Capital
<S>                       <C> <C>         <C>       <C>       <C>       <C>       <C>      <C>        <C>       <C>       <C>
      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 Equity5/5/93          55.04%    21.93%    18.82%    48.25%    20.43%   17.32%     52.90%    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%
-------------------------------------------------------------------------------------------------------------------
Alliance Variable Products Series Fund, Inc.
   Premier Growth
      (Class A)           6/26/92         32.32%   36.03%     26.31%    25.84%    34.53%   24.81%     30.47%    34.63%    24.91%
   Real Estate Investment
      (Class A)           1/9/97          -5.11%    N/A       -1.79%    -11.03%    N/A     -4.83%     -6.43%     N/A      -3.19%
-------------------------------------------------------------------------------------------------------------------
American Century Variable Portfolios, Inc.
   VP Income & Growth     10/30/97        18.02%    N/A       24.69%    12.02%      N/A    21.09%     16.62%     N/A      23.29%
   VP International       5/1/94          64.04%   24.28%     20.07%    58.04%    22.78%   18.57%     62.64%    22.88%    18.67%
   VP Value               5/1/96          -0.85%    N/A       11.10%    -6.85%      N/A     8.35%     -2.25%     N/A       9.70%
-------------------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund  9/29/89         20.60%   28.07%     17.70%    14.60%    26.57%   16.20%     19.20%    26.67%    16.30%
-------------------------------------------------------------------------------------------------------------------
Dreyfus Variable Investment Fund
   Dreyfus VIF -
      Appreciation        4/5/93          11.46%   25.52%     20.05%     5.46%    24.02%   18.55%     10.06%    24.12%    18.65%
   Dreyfus VIF -
      Disciplined Stock   5/1/96          18.45%    N/A       26.16%    12.45%      N/A    23.41%     17.05%     N/A      24.76%
-------------------------------------------------------------------------------------------------------------------

APPENDIX C
PERFORMANCE INFORMATION (continued) Total Return for the periods ended 12/31/99:
-------------------------------------------------------------------------------------------------------------------


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

Franklin Templeton Variable
Insurance Products Trust, Class 1 Shares
   Mutual Shares
      Securities (1)      11/8/96         13.40%     N/A      10.86%      7.40%     N/A     7.91%     12.00%      N/A      9.46%
   Templeton Developing Markets
      Securities (2)      3/1/96          53.84%     N/A      -5.30%     47.84%     N/A    -7.99%     52.44%      N/A     -6.70%
   Templeton International
      Securities (3)      5/1/92          23.61%    17.21%    15.36%     17.61%   15.71%   13.86%     22.21%    15.81%    13.96%
   Franklin Small
      Cap (4)             11/1/95         96.94%     N/A      30.41%     90.94%     N/A    27.81%     95.54%      N/A     29.01%
-------------------------------------------------------------------------------------------------------------------
</TABLE>


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

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

(3)  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.

(4)  Effective May 1, 2000, the Franklin Small Cap Investments  Fund (previously
     offered  under  the  contract)  merged  into the  Franklin  Small Cap Fund.
     Performance shown reflects historical performance and inception date of the
     Franklin Small Cap Fund.


<TABLE>
<CAPTION>
APPENDIX C
PERFORMANCE INFORMATION (continued) Total Return for the periods ended 12/31/99:
-------------------------------------------------------------------------------------------------------------------


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

General American Capital Company
<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%
-------------------------------------------------------------------------------------------------------------------
Goldman Sachs Variable Insurance Trust
   Goldman Sachs VIT
      Global Income       1/12/98         -1.01%     N/A       3.59%     -6.99%     N/A    -0.22%     -2.39%     N/A       2.19%
   Goldman Sachs VIT
      Growth and Income   1/12/98          5.41%     N/A       5.53%     -0.66%     N/A     1.72%      3.94%     N/A       4.13%
   Goldman Sachs VIT
      International Equity1/12/98         31.85%     N/A      26.26%     25.39%     N/A    22.45%     30.02%     N/A      24.86%
-------------------------------------------------------------------------------------------------------------------
INVESCO Variable Investment Funds, Inc.
   INVESCO VIF -
      Dynamics            8/25/97         55.60%     N/A      31.95%     49.60%     N/A    28.51%     54.20%     N/A      30.55%
   INVESCO VIF -
      High Yield          5/27/94          9.20%   12.65%     11.34%      3.20%   11.15%    9.84%      7.80%    11.25%     9.94%
-------------------------------------------------------------------------------------------------------------------
Kemper Variable Series
   Kemper Government
      Securities          9/3/87           0.68%    7.46%      7.12%     -5.32%    5.96%    5.62%     -0.72%     6.06%     5.72%
   Kemper Small
      Cap Growth          5/2/94          34.56%   28.92%     25.97%     28.03%   27.42%   24.47%     32.66%    27.52%    24.57%
   Kemper Small
      Cap Value           5/1/96           2.80%     N/A       3.42%     -3.28%     N/A     0.67%      1.32%     N/A       2.02%
-------------------------------------------------------------------------------------------------------------------
Scudder Variable Life Investment Fund
      International       5/1/87          54.51%   20.56%     13.25%     48.51%   19.06%   11.75%     53.11%    19.16%    11.85%
-------------------------------------------------------------------------------------------------------------------
Liberty Variable Investment Trust
   Newport Tiger Fund,
      Variable Series     5/1/95          68.01%     N/A       7.31%     61.28%     N/A     4.83%     65.94%     N/A       5.91%
-------------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust
   MFS Emerging
      Growth              7/24/95         76.71%     N/A      36.44%     69.59%     N/A    33.91%     74.26%     N/A      35.04%
   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 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 Research           7/26/95         24.05%     N/A      22.86%     17.70%     N/A    20.33%     22.32%     N/A      21.46%
-------------------------------------------------------------------------------------------------------------------

APPENDIX C
PERFORMANCE INFORMATION (continued) Total Return for the periods ended 12/31/99:
-------------------------------------------------------------------------------------------------------------------


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

PIMCO Variable Insurance Trust
<S>                       <C>  <C>        <C>                  <C>      <C>                 <C>        <C>                 <C>
   PIMCO High Yield Bond  4/30/98         3.01%      N/A       2.88%   -2.99%      N/A     -1.34%      1.61%     N/A       1.48%
   PIMCO Low
      Duration Bond       2/16/99         N/A        N/A       2.56%    N/A        N/A     -3.76%       N/A      N/A       1.34%
   PIMCO StocksPLUS
      Growth and Income   12/31/97       19.85%      N/A      24.87%   13.85%      N/A     21.09%     18.45%     N/A      23.47%
   PIMCO Total
      Return Bond         12/31/97       -0.58%      N/A       3.91%   -6.58%      N/A      0.13%     -1.98%     N/A       2.51%
-------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
   Putnam VT Growth
      and Income -
      Class IA Shares     2/1/88          1.59%     19.40%    14.00%   -4.43%     17.90%   12.50%      0.17%    18.00%    12.60%
   Putnam VT International
      Growth - Class
      IA Shares           1/2/97         60.13%      N/A      30.29%   53.26%      N/A     27.26%     57.92%     N/A      28.89%
   Putnam VT International
      New Opportunities -
      Class IA Shares     1/2/97        102.95%      N/A      32.92%   95.45%      N/A     29.89%    100.15%     N/A      31.52%
   Putnam VT New Value -
      Class IA Shares     1/2/97          0.27%      N/A       7.83%   -5.73%      N/A      4.80%     -1.13%     N/A       6.43%
   Putnam VT Vista -
      Class IA Shares     1/2/97         52.90%      N/A      31.14%   46.12%      N/A     28.11%     50.77%     N/A      29.74%
-------------------------------------------------------------------------------------------------------------------
</TABLE>



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



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




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City                               State                    Zip Code


CC-4283 (5/00)                                                         NAVI-CA



                                    [back cover]



                                      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









CC-4283 (5/00) Policy Form Series XLCC-648, XLCC-833 21-NAVI-CAS (5/00)



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