FIRST PROVIDIAN LIFE & HEALTH INSUR CO SEPARATE ACCOUNT C, N-4 EL/A, 1996-11-13

FIRST PROVIDIAN LIFE & HEALTH INSUR CO SEPARATE ACCOUNT C
N-4 EL/A, 1996-11-13

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1996

REGISTRATION NO. 33-94210

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ( )

Pre-Effective Amendment No. 2 (X)

Post-Effective Amendment No. ( )

and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ( )
Amendment No. 2 (X)

FIRST PROVIDIAN LIFE AND HEALTH INSURANCE COMPANY
SEPARATE ACCOUNT C
(Exact Name of Registrant)
First Providian Life and Health Insurance Company
(Formerly National Home Life Assurance Company of New York)
(Name of Depositor)

520 Columbia Drive
Johnson City, New York 13790
(Address of Depositor's Principal Executive Office)
Depositor's Telephone Number: (607) 772-8750

Kimberly A. Scouller, Esq.
First Providian Life and Health Insurance Company
400 West Market Street
P.O. Box 32830
Louisville, Kentucky 40232
(Name and Address of Agent for Service)

Copies to:
Michael Berenson, Esquire
Margaret E. Hankard, Esquire
Jorden Burt Berenson & Johnson LLP
1025 Thomas Jefferson Street, N.W.
Suite 400 East
Washington, D.C. 20007-0805

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.

It is proposed that this filing will become effective (check appropriate box):

Immediately upon filing pursuant to paragraph (b) of Rule 485.
On _____________, pursuant to paragraph (b)(1)(v) of Rule 485.
60 days after filing pursuant to paragraph (a)(1) of Rule 485.
On _____________, pursuant to paragraph (a)(1) of Rule 485.
75 days after filing pursuant to paragraph (a)(2) of Rule 485.
On _____________, 1995 pursuant to paragraph (a)(2) of Rule 485.

Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant has
elected to register an indefinite amount of securities being offered pursuant to
this Registration Statement.

The Registrant hereby amends this Registration Statement on such date as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>

PURSUANT TO RULE 481

SHOWING LOCATION IN PART A (PROSPECTUS) AND PART B
(STATEMENT OF ADDITIONAL INFORMATION) OF REGISTRATION
STATEMENT OF INFORMATION REQUIRED BY FORM N-4

PART A
<TABLE>
<CAPTION>

ITEM OF
- -------
FORM N-4 PROSPECTUS CAPTION
- -------- ------------------
<S> <C>
1. Cover Page............................. Cover Page
2. Definitions............................ GLOSSARY
3. Synopsis............................... HIGHLIGHTS; FEE TABLE;
Performance Measures
4. Condensed Financial Information........ Not Applicable
5. General Description of Registrant,
Depositor, and Portfolio Companies..... First Providian Life and
Health Insurance Company;
First Providian Life and
Health Insurance Company
Separate Account C; The
Portfolios; Voting Rights
6. Deductions............................. Charges and Deductions;
FEDERAL TAX CONSIDERATIONS;
FEE TABLE
7. General Description of Variable Annuity CONTRACT FEATURES;
Contracts.............................. Distribution-at-Death Rules;
Voting Rights; Allocation of
Purchase Payments; Exchanges
Among the Portfolios;
Additions, Deletions, or
Substitutions of Investments
8. Annuity Period......................... Annuity Payment Options
9. Death Benefit.......................... Death of Annuitant Prior to
Annuity Date
10. Purchases and Contract Value........... Contract Application and
Purchase Payments; Accumulated
Value
11. Redemptions............................ Full and Partial Withdrawals;
Annuity Payment Options; Right
to Cancel Period
12. Taxes.................................. FEDERAL TAX CONSIDERATIONS
13. Legal Proceedings...................... Part B: Legal Proceedings
14. Table of Contents of the Statement
of Additional Information.............. Table of Contents of the
Providian Marquee Statement of
Additional Information
</TABLE>
<PAGE>

PART B
<TABLE>
<CAPTION>

ITEM OF STATEMENT OF ADDITIONAL
- ------- -----------------------
FORM N-4 INFORMATION CAPTION
- -------- -------------------
<S> <C>
15. Cover Page............................. Cover Page
16. Table of Contents...................... Table of Contents
17. General Information and History........ THE COMPANY
18. Services............................... Part A: Auditors; Part B:
SAFEKEEPING OF ACCOUNT
ASSETS; DISTRIBUTION OF THE
CONTRACTS
19. Purchase of Securities Being DISTRIBUTION OF THE
Offered................................ CONTRACTS; Exchanges

20. Underwriters........................... DISTRIBUTION OF THE
CONTRACTS
21. Calculation of Performance Data........ PERFORMANCE INFORMATION
22. Annuity Payments....................... Computations of Annuity Income
Payments
23. Financial Statements................... FINANCIAL STATEMENTS
</TABLE>
<PAGE>

FIRST PROVIDIAN LIFE AND HEALTH INSURANCE COMPANY
SEPARATE ACCOUNT C
STATEMENT OF ADDITIONAL INFORMATION
FOR THE

PROVIDIAN MARQUEE VARIABLE ANNUITY

Offered by
First Providian Life and Health Insurance Company
(A New York Stock Company)
Administrative Offices
520 Columbia Drive
Johnson City, New York 13790

This Statement of Additional Information expands upon subjects discussed in the
current Prospectus for the Providian Marquee variable annuity contract (the
"Contract") offered by First Providian Life and Health Insurance Company (the
"Company"). You may obtain a copy of the Prospectus dated November 15, 1996, by
calling 1-800-250-1828 or by writing to our Administrative Offices, 520 Columbia
Drive, Johnson City, New York 13790. Terms used in the current Prospectus for
the Contract are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.

November 15, 1996

TABLE OF CONTENTS PAGE
- ----------------- ----
<S> <C>

THE CONTRACT............................................................... 2
Computation of Variable Annuity Income Payments.......................... 2
Exchanges................................................................ 3
Exceptions to Charges and to Transaction or Balance Requirements......... 3
GENERAL MATTERS............................................................ 3
Non-Participating........................................................ 3
Misstatement of Age or Sex............................................... 3
Assignment............................................................... 3
Annuity Data............................................................. 4
Annual Statement......................................................... 4
Incontestability......................................................... 4
Ownership................................................................ 4
PERFORMANCE INFORMATION.................................................... 4
Money Market Subaccount Yields........................................... 4
30-Day Yield for Non-Money Market Subaccounts............................ 5
Standardized Average Annual Total Return for Subaccounts................. 5
ADDITIONAL PERFORMANCE MEASURES............................................ 6
Non-Standardized Actual Total Return and Non-Standardized
Actual Average Annual Total Return....................................... 6
Non-Standardized Total Return Year-to-Date............................... 6
Non-Standardized One Year Return......................................... 6
Non-Standardized Hypothetical Total Return and Non-Standardized
Hypothetical Average Annual Total Return............................... 6
Individualized Computer Generated Illustrations.......................... 11
PERFORMANCE COMPARISONS.................................................... 12
SAFEKEEPING OF ACCOUNT ASSETS.............................................. 13
THE COMPANY................................................................ 14
STATE REGULATION........................................................... 14
RECORDS AND REPORTS........................................................ 14
DISTRIBUTION OF THE CONTRACTS.............................................. 14
LEGAL PROCEEDINGS.......................................................... 14
OTHER INFORMATION.......................................................... 15
FINANCIAL STATEMENTS....................................................... 15
Audited Financial Statements............................................. 15
</TABLE>
<PAGE>

THE CONTRACT

In order to supplement the description in the Prospectus, the following provides
additional information about the Contract which may be of interest to Contract
Owners.

COMPUTATION OF VARIABLE ANNUITY INCOME PAYMENTS

The amounts shown in the Annuity Tables contained in your Contract represent the
guaranteed minimum for each Annuity Payment under a Fixed Payment Option.
Variable annuity income payments are computed as follows. First, the
Accumulated Value (or the portion of the Accumulated Value used to provide
variable payments) is applied under the Annuity Tables contained in your
Contract corresponding to the Annuity Payment Option elected by the Contract
Owner and based on an assumed interest rate of 4%. This will produce a dollar
amount which is the first monthly payment. The Company may, at the time annuity
income payments are computed, offer more favorable rates in lieu of the
guaranteed rates specified in the Annuity Tables.

The amount of each Annuity Payment after the first is determined by means of
Annuity Units. The number of Annuity Units is determined by dividing the first
Annuity Payment by the Annuity Unit Value for the selected Subaccount ten
Business Days prior to the Annuity Date. The number of Annuity Units for the
Subaccount then remains fixed, unless an Exchange of Annuity Units (as set forth
below) is made. After the first Annuity Payment, the dollar amount of each
subsequent Annuity Payment is equal to the number of Annuity Units multiplied by
the Annuity Unit Value for the Subaccount ten Business Days before the due date
of the Annuity Payment.

The Annuity Unit Value for each Subaccount was initially established at $10.00
on the date money was first deposited in that Subaccount. The Annuity Unit
Value for any subsequent Business Day is equal to (a) times (b) times (c), where

(a) = the Annuity Unit Value for the immediately preceding
Business Day;

(b) = the Net Investment Factor for the day;

(c) = the investment result adjustment factor (.99989255 per day),
which recognizes an assumed interest rate of 4% per year
used in determining the Annuity Payment amounts.

The Net Investment Factor is a factor applied to a Subaccount that reflects
daily changes in the value of the Subaccount due to:

(a) = any increase or decrease in the value of the Subaccount
due to investment results;

(b) = a daily charge for the mortality and expense risks assumed
by the Company corresponding to an annual rate of 1.25%;

(c) = a daily charge for the cost of administering the Contract
corresponding to an annual charge of .15% of the value of
the Subaccount, plus the Annual Contract Fee.

The Annuity Tables contained in the Contract are based on the 1983 Table "A"
Mortality Table projected for mortality improvement to the year 2000 using
Projection Scale G and an interest rate of 4% a year.

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<PAGE>

EXCHANGES

After the Annuity Date you may, by making a written request, exchange the
current value of an existing Subaccount to Annuity Units of any other
Subaccount(s) then available. The written request for an Exchange must be
received by us, however, at least 10 Business Days prior to the first payment
date on which the Exchange is to take effect. An Exchange shall result in the
same dollar amount as that of the Annuity Payment on the date of Exchange (the
"Exchange Date"). Each year you may make an unlimited number of free Exchanges
between Subaccounts. We reserve the right to charge a $15 fee in the future for
Exchanges in excess of twelve per Contract Year.

Exchanges will be made using the Annuity Unit Value for the Subaccounts on the
date the written request for Exchange is received. On the Exchange Date, the
Company will establish a value for the current Subaccounts by multiplying the
Annuity Unit Value by the number of Annuity Units in the existing Subaccounts
and compute the number of Annuity Units for the new Subaccounts by dividing the
Annuity Unit Value of the new Subaccounts into the value previously calculated
for the existing Subaccounts.

EXCEPTIONS TO CHARGES AND TO TRANSACTION OR BALANCE REQUIREMENTS

The Company may reduce any applicable sales loads and reduce administrative
charges or other deductions from Purchase Payments in certain situations where
the Company expects to realize significant economies of scale or other economic
benefits with respect to the sales of Contracts. This is possible because sales
costs do not increase in proportion to the dollar amount of the Contracts sold.
For example, the per-dollar transaction cost for a sale of a Contract equal to
$5,000 is generally much higher than the per-dollar cost for a sale of Contract
equal to $1,000,000. As a result, any applicable sales charge declines as a
percentage of the dollar amount of Contracts sold as the dollar amount
increases.

The Company may also reduce any applicable sales loads and reduce administrative
charges and fees on sales to directors, officers and bona fide full-time
employees (and their spouses and minor children) of the Company, its ultimate
parent company, Providian Corporation, and certain of their affiliates and
certain sales representatives for the Contract. The Company may also grant
waivers or modifications of certain minimum or maximum purchase and transaction
amounts or balance requirements in these circumstances.

Notwithstanding the above, any variations in the sales loads, administrative
charges or other deductions from Purchase Payments or in the minimum or maximum
transaction or balance requirements shall reflect differences in costs or
services and shall not be unfairly discriminatory against any person.

GENERAL MATTERS

NON-PARTICIPATING

The Contracts are non-participating. No dividends are payable and the Contracts
will not share in the profits or surplus earnings of the Company.

MISSTATEMENT OF AGE OR SEX

The Company may require proof of age and sex before making Annuity Payments. If
the Annuitant's stated age, sex or both in the Contract are incorrect, the
Company will change the annuity benefits payable to those benefits which the
Purchase Payments would have purchased for the correct age and sex. In the case
of correction of the stated age and/or sex after payments have commenced, the
Company will (1) in the case of underpayment, pay the full amount due with the
next payment; (2) in the case of overpayment, deduct the amount due from one or
more future payments.

ASSIGNMENT

Any Non-Qualified Contract may be assigned by you prior to the Annuity Date and
during the Annuitant's lifetime. The Company is not responsible for the validity
of any assignment. No assignment will be recognized until the Company receives
the appropriate Company form notifying the Company of such assignment. The
interest of any beneficiary which the assignor has the right to change shall be
subordinate to the interest of an assignee. Any amount paid to the

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<PAGE>

assignee shall be paid in one sum notwithstanding any settlement agreement in
effect at the time assignment was executed. The Company shall not be liable as
to any payment or other settlement made by the Company before receipt of the
appropriate Company form.

ANNUITY DATA

The Company will not be liable for obligations which depend on receiving
information from a Payee until such information is received in a form
satisfactory to the Company.

ANNUAL STATEMENT

Once each Contract Year, the Company will send you an annual statement of the
current Accumulated Value allocated to each Subaccount; and any Purchase
Payments, charges, Exchanges or withdrawals during the year. This report will
also give you any other information required by law or regulation. You may ask
for an annual statement like this at any time. We will also send you quarterly
statements. However, we reserve the right to discontinue quarterly statements
at any time.

INCONTESTABILITY

This Contract is incontestable from the Contract Date, subject to the
"Misstatement of Age or Sex" provision.

OWNERSHIP

The Contract Owner on the Contract Date is the Annuitant, unless otherwise
specified in the application. The Contract Owner may specify a new Contract
Owner by sending us the appropriate Company form at any time thereafter. The
term Contract Owner also includes any person named as a Joint Owner. A Joint
Owner shares ownership in all respects with the Contract Owner. During the
Annuitant's lifetime, all rights and privileges under this Contract may be
exercised solely by the Contract Owner. Upon the death of the Contract Owner,
ownership is retained by the surviving Joint Owner or passes to the Owner's
Designated Beneficiary, if one has been designated by the Contract Owner. If no
Owner's Designated Beneficiary has been selected or if no Owner's Designated
Beneficiary is living, then the Owner's Designated Beneficiary is the Contract
Owner's estate. From time to time the Company may require proof that the
Contract Owner is still living.

PERFORMANCE INFORMATION

Performance information for the Subaccounts including the yield and effective
yield of the Fidelity Money Market Subaccount, the yield of the remaining
Subaccounts, and the total return of all Subaccounts, may appear in reports or
promotional literature to current or prospective Contract Owners.

Where applicable in calculating performance information, the Annual Contract Fee
is reflected as a percentage equal to the estimated total amount of fees
collected during a calendar year divided by the estimated total average net
assets of the Portfolios during the same calendar year. The fee is assumed to
remain the same in each year of the applicable period. (With respect to partial
year periods, if any, the Annual Contract Fee is pro-rated to reflect only the
applicable portion of the partial year period.)

MONEY MARKET SUBACCOUNT YIELDS

Current yield for the Fidelity Money Market Subaccount will be based on the
change in the value of a hypothetical investment (exclusive of capital changes)
over a particular 7-day period, less a pro-rata share of Subaccount expenses
accrued over that period (the "base period"), and stated as a percentage of the
investment at the start of the base period (the "base period return"). The base
period return is then annualized by multiplying by 365/7, with the resulting
yield figure carried to at least the nearest hundredth of one percent.
Calculation of "effective yield" begins with the same "base period return" used
in the calculation of yield, which is then annualized to reflect weekly
compounding pursuant to the following formula:

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Effective Yield = [((Base Period Return)+1)/365/7/]-1

30-DAY YIELD FOR NON-MONEY MARKET SUBACCOUNTS

Quotations of yield for the remaining Subaccounts will be based on all
investment income per Unit earned during a particular 30-day period, less
expenses accrued during the period ("net investment income"), and will be
computed by dividing net investment income by the value of a Unit on the last
day of the period, according to the following formula:

YIELD = 2[(a-b+1)/6/-1]
---
cd
Where:
[a] equals the net investment income earned during the period by the
Portfolio attributable to shares owned by a Subaccount

[b] equals the expenses accrued for the period (net of reimbursement)

[c] equals the average daily number of Units outstanding during the
period

[d] equals the maximum offering price per Accumulation Unit on the
last day of the period

Yield on a Subaccount is earned from the increase in net asset value of shares
of the Portfolio in which the Subaccount invests and from dividends declared and
paid by the Portfolio, which are automatically reinvested in shares of the
Portfolio.

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR SUBACCOUNTS

When advertising performance of the Subaccounts, the Company will show the
"Standardized Average Annual Total Return," calculated as prescribed by the
rules of the SEC, for each Subaccount. The Standardized Average Annual Total
Return is the effective annual compounded rate of return that would have
produced the cash redemption value over the stated period had the performance
remained constant throughout. The calculation assumes a single $1,000 payment
made at the beginning of the period and full redemption at the end of the
period. It reflects the deduction of all applicable sales loads (including the
contingent deferred sales load), the Annual Contract Fee and all other
Portfolio, Separate Account and Contract level charges except Premium Taxes, if
any.

Quotations of average annual total return for any Subaccount will be expressed
in terms of the average annual compounded rate of return of a hypothetical
investment in a Contract over a period of one, five and ten years (or, if less,
up to the life of the Subaccount), calculated pursuant to the formula:

P(1 + T)/n/ = ERV

Where:

(1) [P] equals a hypothetical initial Purchase Payment of $1,000

(2) [T] equals an average annual total return

(3) [n] equals the number of years

(4) [ERV] equals the ending redeemable value of a hypothetical $1,000
Purchase Payment made at the beginning of the period (or fractional
portion thereof)

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ADDITIONAL PERFORMANCE MEASURES

NON-STANDARDIZED ACTUAL TOTAL RETURN AND NON-STANDARDIZED ACTUAL AVERAGE ANNUAL
TOTAL RETURN

The Company may show Non-Standardized Actual Total Return (i.e., the percentage
change in the value of an Accumulation Unit) for one or more Subaccounts with
respect to one or more periods. The Company may also show Non-Standardized
Actual Average Annual Total Return (i.e., the average annual change in
Accumulation Unit Value) with respect to one or more periods. For one year, the
Non-Standardized Actual Total Return and the Non-Standardized Actual Average
Annual Total Return are effective annual rates of return and are equal. For
periods greater than one year, the Non-Standardized Actual Average Annual Total
Return is the effective annual compounded rate of return for the periods stated.
Because the value of an Accumulation Unit reflects the Separate Account and
Portfolio expenses (See Fee Table in the Prospectus), the Non-Standardized
Actual Total Return and Non-Standardized Actual Average Annual Total Return also
reflect these expenses. However, these percentages do not reflect the Annual
Contract Fee, any sales loads or Premium Taxes (if any), which if included would
reduce the percentages reported by the Company.

NON-STANDARDIZED TOTAL RETURN YEAR-TO-DATE

The Company may show Non-Standardized Total Return Year-to-Date as of a
particular date, or simply Total Return YTD, for one or more subaccounts with
respect to one or more non-standardized base periods commencing at the beginning
of a calendar year. Total Return YTD figures reflect the percentage change in
actual Accumulation Unit Values during the relevant period. These percentages
reflect a deduction for the Separate Account and Portfolio expenses, but do not
include the Annual Contract Fee, any sales loads or Premium Taxes (if any),
which if included would reduce the percentages reported by the Company.

NON-STANDARDIZED ONE YEAR RETURN

The Company may show Non-Standardized One Year Return, for one or more
Subaccounts with respect to one or more non-standardized base periods commencing
at the beginning of a calendar year (or date of inception, if during the
relevant year) and ending at the end of such calendar year. One Year Return
figures reflect the percentage change in actual Accumulation Unit Values during
the relevant period. These percentages reflect a deduction for the Separate
Account and Portfolio expenses, but do not include the Annual Contract Fee, any
sales loads or Premium Taxes (if any), which if included would reduce the
percentage reported by the Company.

NON-STANDARDIZED HYPOTHETICAL TOTAL RETURN AND NON-STANDARDIZED HYPOTHETICAL
AVERAGE ANNUAL TOTAL RETURN*

The Company may show Non-Standardized Hypothetical Total Return and
Non-Standardized Hypothetical Average Annual Total Return, calculated on the
basis of the historical performance of the Portfolios (calculated beginning from
the end of the year of inception for each Portfolio) and may assume the Contract
was in existence prior to its inception date (which it was not). After the
Contract's inception date, the calculations will reflect actual Accumulation
Unit Values. These returns are based on specified premium patterns which produce
the resulting Accumulated Values. They reflect a deduction for the Separate
Account expenses and Portfolio expenses. However, they do not include the Annual
Contract Fee, any sales loads or Premium Taxes (if any), which if included would
reduce the percentages reported.

The Non-Standardized Hypothetical Total Return for a Subaccount is the effective
annual rate of return that would have produced the ending Accumulated Value of
the stated one-year period.

The Non-Standardized Hypothetical Average Annual Total Return for a Subaccount
is the effective annual compounded rate of return that would have produced the
ending Accumulated Value over the stated period had the performance remained
constant throughout.

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HYPOTHETICAL TOTAL RETURNS FOR PERIODS ENDING 12/31/95

Since Inception
1 Year 3 Year 5 Year Year-End
------- ------- ------- ----------------
<S> <C> <C> <C> <C>
Fidelity Money Market Portfolio 4.39% 9.22% 17.04% 111.59%
Fidelity Equity-Income Portfolio 33.20% 64.01% 144.98% 178.59%
Fidelity Growth Portfolio 33.46% 54.96% 139.48% 214.52%
Fidelity Asset Manager Portfolio 15.32% 27.69% 69.90% 79.26%
Dreyfus Growth and Income Portfolio 59.62% N/A N/A 55.79%
Dreyfus Quality Bond Portfolio 18.73% 27.02% 57.96% 60.88%
T. Rowe Price Equity Income Portfolio 32.87% N/A N/A 40.70%
T. Rowe Price New America Growth
Portfolio 48.96% N/A N/A 48.65%
T. Rowe Price International Stock
Portfolio 9.62% N/A N/A 10.37%
OpCap Advisors Managed Portfolio 43.52% 58.08% 166.30% 164.28%
OpCap Advisors Small Cap Portfolio 13.62% 30.71% 128.72% 143.02%
OpCap Advisors Government Income 10.07% N/A N/A 11.73%
Portfolio

HYPOTHETICAL AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING 12/31/95
(Based on Single Initial Purchase)

Since Inception
1 Year 3 Year 5 Year Year-End
------ ------ ------ ---------------
Fidelity Money Market Portfolio 4.39% 2.98% 3.20% 5.60%
Fidelity Equity-Income Portfolio 33.20% 17.93% 19.63% 11.74%
Fidelity Growth Portfolio 33.46% 15.69% 19.08% 13.22%
Fidelity Asset Manager Portfolio 15.32% 8.48% 11.18% 9.68%
Dreyfus Growth and Income Portfolio 59.62% N/A N/A 30.61%
Dreyfus Quality Bond Portfolio 18.73% 8.30% 9.57% 9.33%
T. Rowe Price Equity Income Portfolio 32.87% N/A N/A 21.57%
T. Rowe Price New America Growth
Portfolio 48.96% N/A N/A 25.46%
T. Rowe Price International Stock
Portfolio 9.62% N/A N/A 5.81%
OpCap Advisors Managed Portfolio 43.52% 16.49% 21.64% 14.00%
OpCap Advisors Small Cap Portfolio 13.62% 9.34% 17.99% 12.72%
OpCap Advisors Government Income 10.07% N/A N/A 10.48%
Portfolio
</TABLE>

* On September 16, 1994, an investment company then called Quest for Value
Accumulation Trust (the "Old Trust") was effectively divided into two investment
funds, the Old Trust and the Quest For Value Accumulation Trust that is included
in the Contract (the "New Trust"), at which time the New Trust commenced
operations. The total net assets for each of the Small Cap and Managed
Portfolios immediately after the transaction were $139,812,573 and $682,601,380,
respectively, with respect to the Old Trust and, with respect to the New Trust
were $8,129,274 and $51,345,102, for the OpCap Advisors Small Cap and OpCap
Advisors Managed Growth Portfolios, respectively. For the period prior to
September 16, 1994, the performance figures above for each of the OpCap Advisors
Small Cap and OpCap Advisors Managed Portfolios reflect the performance of the
corresponding Portfolios of the Old Trust.

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<PAGE>

Note: Advertisements and other sales literature for the Portfolios may quote
total returns which are calculated on non-standardized base periods. These
total returns also represent the historic change in the value of an investment
in the Portfolios based on monthly reinvestment of dividends over a specific
period of time.

HYPOTHETICAL ILLUSTRATIONS
<TABLE>
<CAPTION>

FIDELITY EQUITY INCOME PORTFOLIO FIDELITY EQUITY INCOME PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, 1986 $50,000 SINGLE PURCHASE PAYMENT MADE
AND YEARLY DECEMBER 31ST THEREAFTER DECEMBER 31, 1986

Values prior to current Values prior to current
year's purchase payment Non-Standardized year's purchase payment Non-Standardized
------------------------ ---------------- ----------------------- ----------------
One Average One Average
Year Annual Year Annual
Cumulative Accumulated Total Total Cumulative Accumulated Total Total
Date Payment Value Return Return Date Payment Value Return Return
- ---- ---------- ----------- ------ ------ ---- ---------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/86 $ 2,000 N/A N/A N/A 12/31/86 $50,000 N/A N/A N/A
12/31/87 $ 4,000 $ 1,950 -2.51% -2.51% 12/31/87 $50,000 $ 48,743 -2.51% -2.51%
12/31/88 $ 6,000 $ 4,779 20.99% 12.46% 12/31/88 $50,000 $ 58,975 20.99% 8.60%
12/31/89 $ 8,000 $ 7,843 15.70% 14.00% 12/31/89 $50,000 $ 68,233 15.70% 10.92%
12/31/90 $10,000 $ 8,221 -16.48% 1.09% 12/31/90 $50,000 $ 56,991 -16.48% 3.33%
12/31/91 $12,000 $13,247 29.60% 9.52% 12/31/91 $50,000 $ 73,860 29.60% 8.12%
12/31/92 $14,000 $17,572 15.25% 11.01% 12/31/92 $50,000 $ 85,126 15.25% 9.27%
12/31/93 $16,000 $22,828 16.63% 12.25% 12/31/93 $50,000 $ 99,286 16.63% 10.30%
12/31/94 $18,000 $26,211 5.57% 10.90% 12/31/94 $50,000 $104,817 5.57% 9.69%
12/31/95 $20,000 $37,583 33.22% 14.48% 12/31/95 $50,000 $139,637 33.22% 12.09%

</TABLE>
<TABLE>
<CAPTION>

FIDELITY GROWTH PORTFOLIO FIDELITY GROWTH PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, 1986 $50,000 SINGLE PURCHASE PAYMENT MADE
AND YEARLY DECEMBER 31ST THEREAFTER DECEMBER 31, 1986

Values prior to current Values prior to current
year's purchase payment Non-Standardized year's purchase payment Non-Standardized
----------------------- ---------------- ----------------------- ----------------
One Average One Average
Year Annual Year Annual
Cumulative Accumulated Total Total Cumulative Accumulated Total Total
Date Payment Value Return Return Date Payment Value Return Return
- ---- ---------- ----------- ------ ------ ---- ---------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/86 $ 2,000 N/A N/A N/A 12/31/86 $50,000 N/A N/A N/A
12/31/87 $ 4,000 $ 2,044 2.21% 2.21% 12/31/87 $50,000 $ 51,104 2.21% 2.21%
12/31/88 $ 6,000 $ 4,609 13.96% 9.83% 12/31/88 $50,000 $ 58,240 13.96% 7.93%
12/31/89 $ 8,000 $ 8,570 29.67% 18.92% 12/31/89 $50,000 $ 75,519 29.67% 14.73%
12/31/90 $10,000 $ 9,199 -12.97% 5.67% 12/31/90 $50,000 $ 65,727 -12.97% 7.08%
12/31/91 $12,000 $16,068 43.47% 16.25% 12/31/91 $50,000 $ 94,300 43.47% 13.53%
12/31/92 $14,000 $19,475 7.79% 14.02% 12/31/92 $50,000 $101,646 7.79% 12.55%
12/31/93 $16,000 $25,276 17.70% 14.82% 12/31/93 $50,000 $119,636 17.70% 13.27%
12/31/94 $18,000 $26,889 -1.42% 11.46% 12/31/94 $50,000 $117,937 -1.42% 11.32%
12/31/95 $20,000 $38,563 33.49% 14.98% 12/31/95 $50,000 $157,433 33.49% 13.59%

</TABLE>

-8-
<PAGE>

FIDELITY ASSET MANAGER PORTFOLIO FIDELITY ASSET MANAGER PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, 1989 $50,000 SINGLE PURCHASE PAYMENT MADE
AND YEARLY DECEMBER 31ST THEREAFTER DECEMBER 31, 1989

Values prior to current Values prior to current
year's purchase payment Non-Standardized year's purchase payment Non-Standardized
- ----------------------------------- ---------------- ------------------------ ----------------
One Average One Average
Year Annual Year Annual
Cumulative Accumulated Total Total Cumulative Accumulated Total Total
Date Payment Value Return Return Date Payment Value Return Return
- ---- ---------- ----------- ------ ------- ---- ---------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/89 $ 2,000 N/A N/A N/A 12/31/89 $50,000 N/A N/A N/A
12/31/90 $ 4,000 $ 2,105 5.23% 5.23% 12/31/90 $50,000 $52,613 5.23% 5.23%
12/31/91 $ 6,000 $ 4,960 20.84% 15.23% 12/31/91 $50,000 $63,580 20.84% 12.76%
12/31/92 $ 8,000 $ 7,666 10.15% 12.76% 12/31/92 $50,000 $70,031 10.15% 11.89%
12/31/93 $10,000 $11,554 19.53% 15.26% 12/31/93 $50,000 $83,709 19.53% 13.75%
12/31/94 $12,000 $12,551 -7.40% 7.67% 12/31/94 $50,000 $77,511 -7.40% 9.16%
12/31/95 $14,000 $16,782 15.33% 9.67% 12/31/95 $50,000 $89,396 15.33% 10.17%
</TABLE>

FIDELITY MONEY MARKET PORTFOLIO FIDELITY MONEY MARKET PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, 1983 $50,000 SINGLE PURCHASE PAYMENT MADE
AND YEARLY DECEMBER 31ST THEREAFTER DECEMBER 31, 1983

Values prior to current Values prior to current
year's purchase payment Non-Standardized year's purchase payment Non-Standardized
- ----------------------------------- ---------------- ------------------------ ----------------
One Average One Average
Year Annual Year Annual
Cumulative Accumulated Total Total Cumulative Accumulated Total Total
Date Payment Value Return Return Date Payment Value Return Return
- ---- ---------- ----------- ------ ------- ---- ---------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/83 $ 2,000 N/A N/A N/A 12/31/83 $50,000 N/A N/A N/A
12/31/84 $ 4,000 $ 2,178 8.88% 8.88% 12/31/84 $50,000 $54,442 8.88% 8.88%
12/31/85 $ 6,000 $ 4,453 6.60% 7.37% 12/31/85 $50,000 $58,033 6.60% 7.73%
12/31/86 $ 8,000 $ 6,789 5.21% 6.31% 12/31/86 $50,000 $61,055 5.21% 6.88%
12/31/87 $10,000 $ 9,224 4.95% 5.78% 12/31/87 $50,000 $64,077 4.95% 6.40%
12/31/88 $12,000 $11,885 5.89% 5.81% 12/31/88 $50,000 $67,849 5.89% 6.30%
12/31/89 $14,000 $14,939 7.59% 6.29% 12/31/89 $50,000 $73,000 7.59% 6.51%
12/31/90 $16,000 $18,045 6.53% 6.35% 12/31/90 $50,000 $77,765 6.53% 6.51%
12/31/91 $18,000 $20,968 4.60% 5.98% 12/31/91 $50,000 $81,346 4.60% 6.27%
12/31/92 $20,000 $23,530 2.45% 5.32% 12/31/92 $50,000 $83,335 2.45% 5.84%
12/31/93 $22,000 $25,985 1.79% 4.71% 12/31/93 $50,000 $84,822 1.78% 5.43%
12/31/94 $24,000 $28,766 2.79% 4.41% 12/31/94 $50,000 $87,189 2.79% 5.19%
12/31/95 $26,000 $32,125 4.42% 4.41% 12/31/95 $50,000 $91,039 4.42% 5.12%
</TABLE>

DREYFUS QUALITY BOND PORTFOLIO DREYFUS QUALITY BOND PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, 1989 $50,000 SINGLE PURCHASE PAYMENT MADE
AND YEARLY DECEMBER 31ST THEREAFTER DECEMBER 31, 1989

Values prior to current Values prior to current
year's purchase payment Non-Standardized year's purchase payment Non-Standardized
- ----------------------------------- ---------------- ------------------------ ----------------
One Average One Average
Year Annual Year Annual
Cumulative Accumulated Total Total Cumulative Accumulated Total Total
Date Payment Value Return Return Date Payment Value Return Return
- ---- ---------- ----------- ------ ------- ---- ---------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/89 $ 2,000 N/A N/A 12/31/89 $50,000 N/A N/A N/A
12/31/90 $ 4,000 $ 2,019 0.97% 0.97% 12/31/90 $50,000 $50,483 0.97% 0.97%
12/31/91 $ 6,000 $ 4,523 12.52% 8.47% 12/31/91 $50,000 $56,805 12.52% 6.59%
12/31/92 $ 8,000 $ 7,209 10.52% 9.46% 12/31/92 $50,000 $62,781 10.52% 7.88%
12/31/93 $10,000 $10,472 13.72% 11.07% 12/31/93 $50,000 $71,392 13.72% 9.31%
12/31/94 $12,000 $11,733 -5.93% 5.38% 12/31/94 $50,000 $67,161 -5.93% 6.08%
12/31/95 $14,000 $16,308 18.75% 8.83% 12/31/95 $50,000 $79,755 18.75% 8.09%
</TABLE>
<PAGE>

DREYFUS GROWTH AND INCOME PORTFOLIO DREYFUS GROWTH AND INCOME PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, 1994 $50,000 SINGLE PURCHASE PAYMENT MADE
AND YEARLY DECEMBER 31ST THEREAFTER DECEMBER 31, 1994

One Average One Average
Year Annual Year Annual
Cumulative Accumulated Total Total Cumulative Accumulated Total Total
Date Payment Value Return Return Date Payment Value Return Return
- ---- ---------- ----------- ------ ------- ---- ---------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/94 $2,000 N/A N/A N/A 12/31/94 $50,000 N/A N/A N/A
12/31/95 $4,000 $3,193 59.65% 59.65% 12/31/95 $50,000 $79,825 59.65% 59.65%

</TABLE>

<PAGE>

T. ROWE PRICE EQUITY INCOME PORTFOLIO T. ROWE PRICE EQUITY INCOME
PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, $50,000 SINGLE PURCHASE
1994 AND YEARLY DECEMBER 31ST THEREAFTER PAYMENT MADE DECEMBER 31, 1994

<TABLE>
<CAPTION>
T. ROWE PRICE INTERNATIONAL PORTFOLIO T. ROWE PRICE INTERNATIONAL
PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, $50,000 SINGLE PURCHASE
1994 AND YEARLY DECEMBER 31ST THEREAFTER PAYMENT MADE DECEMBER 31, 1994

<TABLE>
<CAPTION>
T. ROWE PRICE NEW AMERICAN GROWTH FUND T. ROWE PRICE NEW AMERICAN
PORTFOLIO GROWTH FUND PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, $50,000 SINGLE PURCHASE
1994 AND YEARLY DECEMBER 31ST THEREAFTER PAYMENT MADE DECEMBER 31, 1994

-10-
<PAGE>

OPCAP ADVISORS MANAGED PORTFOLIO OPCAP ADVISORS MANAGED PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, $50,000 SINGLE PURCHASE
1988 AND YEARLY DECEMBER 31ST THEREAFTER PAYMENT MADE DECEMBER 31, 1988

Values prior to current Values prior to current
year's purchase payment Non-Standardized year's purchase payment Non-Standardized
- ----------------------------------- ---------------- ---------------------------------- ----------------
One Average One Average
Year Annual Year Annual
Cumulative Accumulated Total Total Cumulative Accumulated Total Total
Date Payment Value Return Return Date Payment Value Return Return
- ---- ---------- ----------- ------ ------ ---- ---------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/88 $ 2,000 N/A N/A N/A 12/31/88 $50,000 N/A N/A N/A
12/31/89 $ 4,000 $ 2,504 25.19% 25.19% 12/31/89 $50,000 $62,595 25.19% 25.19%
12/31/90 $ 6,000 $ 3,229 -28.32% -13.46% 12/31/90 $50,000 $44,868 -28.32% -5.27%
12/31/91 $ 8,000 $ 7,809 49.36% 13.77% 12/31/91 $50,000 $67,015 49.36% 10.26%
12/31/92 $10,000 $ 7,861 -19.86% -0.70% 12/31/92 $50,000 $53,706 -19.86% 1.80%
12/31/93 $12,000 $ 9,046 -8.26% -3.32% 12/31/93 $50,000 $49,270 -8.26% -0.29%
12/31/94 $14,000 $10,124 -8.35% -4.84% 12/31/94 $50,000 $45,156 -8.35% -1.68%
12/31/95 $16,000 $17,402 43.53% -0.25% 12/31/95 $50,000 $64,814 43.53% 3.78%

</TABLE>

OPCAP ADVISORS US GOVERNMENT INCOME PORTFOLIO OPCAP ADVISORS US GOVERNMENT INCOME PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, $50,000 SINGLE PURCHASE PAYMENT
1994 AND YEARLY DECEMBER 31ST THEREAFTER MADE DECEMBER 31, 1994

</TABLE>

OPCAP ADVISORS SMALL CAPITAL PORTFOLIO OPCAP ADVISORS SMALL CAPITAL PORTFOLIO

$2,000 PURCHASE PAYMENT MADE DECEMBER 31, $50,000 SINGLE PURCHASE PAYMENT
1988 AND YEARLY DECEMBER 31ST THEREAFTER MADE DECEMBER 31, 1988

Values prior to current Values prior to current
year's purchase payment Non-Standardized year's purchase payment Non-Standardized
- ----------------------------------- ---------------- ---------------------------------- ----------------
One Average One Average
Year Annual Year Annual
Cumulative Accumulated Total Total Cumulative Accumulated Total Total
Date Payment Value Return Return Date Payment Value Return Return
- ---- ---------- ----------- ------ ------ ---- ---------- ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/88 $ 2,000 N/A N/A N/A 12/31/88 $50,000 N/A N/A N/A
12/31/89 $ 4,000 $ 2,290 14.52% 14.52% 12/31/89 $50,000 $57,259 14.52% 14.52%
12/31/90 $ 6,000 $ 3,225 -24.82% -13.52% 12/31/90 $50,000 $43,047 -24.82% -7.21%
12/31/91 $ 8,000 $ 8,457 61.85% 18.17% 12/31/91 $50,000 $69,670 61.85% 11.69%
12/31/92 $10,000 $ 8,457 -19.13% 2.24% 12/31/92 $50,000 $56,345 -19.13% 3.03%
12/31/93 $12,000 $10,143 -3.01% 0.47% 12/31/93 $50,000 $54,650 -3.01% 1.79%
12/31/94 $14,000 $ 9,917 -18.33% -5.42% 12/31/94 $50,000 $44,634 -18.33% -1.87%
12/31/95 $16,000 $13,541 13.63% -0.42% 12/31/95 $50,000 $50,715 13.63% 0.20%

</TABLE>

Individualized Computer Generated Illustrations

The Company may from time to time use computer-based software available through
Morningstar, CDA/Wiesnberger and/or other firms to provide registered
representatives and existing and/or potential owners of Contracts with
individualized hypothetical performance illustrations for some or all of the
Portfolios. Such illustrations may include, without limitation, graphs, bar
charts and other types of formats presenting the following information: (i) the
historical results of a hypothetical investment in a single Portfolio; (ii) the
historical fluctuation of the value of a single Portfolio (actual and
hypothetical); (iii) the historical results of a hypothetical investment in more
than one Portfolios; (iv) the historical performance of two or more market
indices in relation to one another and/or one or more Portfolios; (v) the
historical performance of two or more market indices in comparison to a single
Portfolio or a group of Portfolios; (vi) a market risk/reward scatter chart
showing the historical risk/reward relationship of one or more mutual funds or

-11-
<PAGE>

Portfolios to one or more indices and a broad category of similar anonymous
variable annuity subaccounts; and (vii) Portfolio data sheets showing various
information about one or more Portfolios (such as information concerning total
return for various periods, fees and expenses, standard deviation, alpha and
beta, investment objective, inception date and net assets).

PERFORMANCE COMPARISONS

Performance information for any Subaccount reflects only the performance of a
hypothetical Contract under which Accumulation Value is allocated to a
Subaccount during a particular time period on which the calculations are based.
Performance information should be considered in light of the investment
objectives and policies, characteristics and quality of the Portfolio in which
the Subaccount invests, and the market conditions during the given period, and
should not be considered as a representation of what may be achieved in the
future.

Reports and marketing materials may, from time to time, include information
concerning the rating of First Providian Life and Health Insurance Company as
determined by one or more of the ratings services listed below, or other
recognized rating services. Reports and promotional literature may also contain
other information including (i) the ranking of any Subaccount derived from
rankings of variable annuity separate accounts or other investment products
tracked by Lipper Analytical Services or by other rating services, companies,
publications, or other person who rank separate accounts or other investment
products on overall performance or other criteria, and (ii) the effect of tax-
deferred compounding on a Subaccount's investment returns, or returns in
general, which may be illustrated by graphs, charts, or otherwise, and which may
include a comparison, at various points in time, of the return from an
investment in a Contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a taxable basis.

Each Subaccount's performance depends on, among other things, the performance of
the underlying Portfolio which, in turn, depends upon such variables as:

. quality of underlying investments;
. average maturity of underlying investments;
. type of instruments in which the Portfolio is invested;
. changes in interest rates and market value of underlying investments;
. changes in Portfolio expenses; and
. the relative amount of the Portfolio's cash flow.

From time to time, we may advertise the performance of the Subaccounts and the
underlying Portfolios as compared to similar funds or portfolios using certain
indexes, reporting services and financial publications, and we may advertise
rankings or ratings issued by certain services and/or other institutions. These
may include, but are not limited to, the following:

. Dow Jones Industrial Average ("DJIA"), an unmanaged index representing share
prices of major industrial corporations, public utilities, and transportation
companies. Produced by the Dow Jones & Company, it is cited as a principal
indicator of market conditions.

. Standard & Poor's Daily Stock Price Index of 500 Common Stocks, a composite
index of common stocks in industrial, transportation, and financial and
public utility companies, which can be used to compare to the total returns
of funds whose portfolios are invested primarily in common stocks. In
addition, the Standard & Poor's index assumes reinvestments of all dividends
paid by stocks listed on its index. Taxes due on any of these distributions
are not included, nor are brokerage or other fees calculated into the
Standard & Poor's figures.

. Lipper Analytical Services, Inc., a reporting service that ranks funds in
various fund categories by making comparative calculations using total
return. Total return assumes the reinvestment of all income dividends and
capital gains distributions, if any. From time to time, we may quote the
Portfolios' Lipper rankings in various fund categories in advertising and
sales literature.

. Bank Rate Monitor National Index, Miami Beach, Florida, a financial reporting
service which publishes weekly average rates of 50 leading bank and thrift
institution money market deposit accounts. The rates

-12-
<PAGE>

published in the index are an average of the personal account rates offered
on the Wednesday prior to the date of publication by ten of the largest banks
and thrifts in each of the five largest Standard Metropolitan Statistical
Areas. Account minimums range upward from $2,500 in each institution, and
compounding methods vary. If more than one rate is offered, the lowest rate
is used. Rates are subject to change at any time specified by the
institution.

. Shearson Lehman Government/Corporate (Total) Index, an index comprised of
approximately 5,000 issues which include: non-convertible bonds publicly
issued by the U.S. government or its agencies; corporate bonds guaranteed by
the U.S. government and quasi-federal corporations; and publicly issued,
fixed-rate, non-convertible domestic bonds of companies in industry, public
utilities and finance. The average maturity of these bonds approximates nine
years. Tracked by Shearson Lehman, Inc., the index calculates total returns
for one month, three month, twelve month, and ten year periods and year-to-
date.

. Shearson Lehman Government/Corporate (Long-Term) Index, an index composed of
the same types of issues as defined above. However, the average maturity of
the bonds included in this index approximates 22 years.

. Shearson Lehman Government Index, an unmanaged index comprised of all
publicly issued, non-convertible domestic debt of the U.S. government, or any
agency thereof, or any quasi-federal corporation and of corporate debt
guaranteed by the U.S. government. Only notes and bonds with a minimum
outstanding principal of $1 million and a minimum maturity of one year are
included.

. Morningstar, Inc., an independent rating service that publishes the bi-weekly
Mutual Fund Values. Mutual Fund Values rates more than 1,000 NASDAQ-listed
mutual funds of all types, according to their risk-adjusted returns. The
maximum rating is five stars, and ratings are effective for two weeks.

. Money, a monthly magazine that regularly ranks money market funds in various
categories based on the latest available seven-day compound (effective)
yield. From time to time, the Fund will quote its Money ranking in
advertising and sales literature.

. Standard & Poor's Utility Index, an unmanaged index of common stocks from
forty different utilities. This index indicates daily changes in the price
of the stocks. The index also provides figures for changes in price from the
beginning of the year to date, and for a twelve month period.

. Dow Jones Utility Index, an unmanaged index comprised of fifteen utility
stocks that tracks changes in price daily and over a six month period. The
index also provides the highs and lows for each of the past five years.

. The Consumer Price Index, a measure for determining inflation.

Investors may use such indexes (or reporting services) in addition to the Funds'
Prospectuses to obtain a more complete view of each Portfolio's performance
before investing. Of course, when comparing each Portfolio's performance to any
index, conditions such as composition of the index and prevailing market
conditions should be considered in assessing the significance of such companies.
Unmanaged indexes may assume the reinvestment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

When comparing funds using reporting services, or total return and yield, or
effective yield, investors should take into consideration any relevant
differences in funds such as permitted portfolio compositions and methods used
to value portfolio securities and compute offering price.

SAFEKEEPING OF ACCOUNT ASSETS

Title to assets of the Separate Account is held by the Company. The Assets are
kept physically segregated and held separate and apart from the Company's
General Account assets. The General Account contains all of the assets of the

-13-
<PAGE>

Company. Records are maintained of all purchases and redemptions of eligible
Portfolio shares held by each of the Subaccounts and the General Account.

THE COMPANY

All the stock of the Company is owned by Veterans Life Insurance Company, which
is a subsidiary of Providian Life and Health Insurance Company, a Missouri
insurance company ("PLH"). Providian Corporation owns a 4% interest,
Commonwealth Life Insurance Company owns a 61% interest, Peoples Security Life
Insurance Company owns a 15% interest and Capital Liberty, L.P. owns a 20%
interest in PLH. A 5% interest in Capital Liberty, L.P. is owned by Providian
Corporation, which is the general partner, and 76% and 19% interests,
respectively, are held by two limited partners, Commonwealth Life Insurance
Company and Peoples Security Life Insurance Company, which are both wholly owned
by Providian Corporation.

STATE REGULATION

The Company is a stock life insurance company organized under the laws of the
State of New York, and is subject to regulation by the New York State Department
of Insurance. An annual statement is filed with the New York Superintendent of
Insurance on or before March 1st of each year covering the operations and
reporting on the financial condition of the Company as of December 31st of the
preceding calendar year. Periodically, the New York Superintendent of Insurance
examines the financial condition of the Company, including the liabilities and
reserves of the Separate Account.

In addition, the Company is subject to the insurance laws and regulations of all
the states where it is licensed to operate. The availability of certain contract
rights and provisions depends on state approval and/or filing and review
processes. Where required by state law or regulation, the Contracts will be
modified accordingly.

RECORDS AND REPORTS

All records and accounts relating to the Separate Account will be maintained by
the Company or by its Administrator. As presently required by the Investment
Company Act of 1940 and regulations promulgated thereunder, the Company will
mail to all Contract Owners at their last known address of record, at least
semi-annually, reports containing such information as may be required under that
Act or by any other applicable law or regulation.

DISTRIBUTION OF THE CONTRACTS

Providian Securities Corporation ("PSC"), the principal underwriter of the
Contracts, is a wholly owned subsidiary of Providian Financial Services, Inc.,
which is a wholly owned subsidiary of Providian Corporation. PSC is registered
with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is
a member of the National Association of Securities Dealers, Inc. Commissions and
expense allowance payments not to exceed, in the aggregate, 6.75% of Purchase
Payments may be paid to entities which sell the Contracts. Additional payments
may be made for other services not directly related to the sale of the
Contracts.

The Contracts are offered to the public through brokers licensed under the
federal securities laws and New York State insurance laws that have entered into
agreements with PSC. The offering of the Contracts is continuous and PSC does
not anticipate discontinuing the offering of the Contracts. However, PSC does
reserve the right to discontinue the offering of the Contracts.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject. The Company is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.

-14-
<PAGE>

OTHER INFORMATION

A Registration Statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
Contracts discussed in this Statement of Additional Information. Not all of the
information set forth in the Registration Statement, amendments and exhibits
thereto has been included in this Statement of Additional Information.
Statements contained in this Statement of Additional Information concerning the
content of the Contracts and other legal instruments are intended to be
summaries. For a complete statement of the terms of these documents, reference
should be made to the instruments filed with the Securities and Exchange
Commission.

FINANCIAL STATEMENTS

The audited statutory-basis financial statements of the Company for the years
ended December 31, 1995 and 1994, including the Reports of Independent Auditors'
thereon, which are also included in this Statement of Additional Information,
should be distinguished from the financial statements of the Separate Account
and should be considered only as bearing on the ability of the Company to meet
its obligations under the Contracts. They should not be considered as bearing on
the investment performance of the assets held in the Separate Account. No
financial statements are included for the Separate Account because, as of the
date of this Prospectus, the Subaccounts of the Separate Account, which invest
in the Portfolios offered by the Providian Marquee Variable Annuity, had not
commenced operations and consequently had no assets or liabilities with respect
thereto.

-15-
<PAGE>

OTHER INFORMATION

Item 24. Financial Statements and Exhibits
(a) Financial Statements.
Part A. None
Part B. As of the date of the Prospectus and Statement of Additional
Information, First Providian Life and Health Insurance
Company Separate Account C had no assets and therefore, no
financial statements are presented with respect to the
Separate Account.

To be filed by amendment.

Part C. None
(b) Exhibits.
(1) Resolution of the Board of Directors of First Providian Life
and Health Insurance Company ("First Providian") authorizing
establishment of the Separate Account./2/
(2) Not Applicable.
(3) Distribution Agreement.
(a) Form of Selling Agreement./2/
(4) (a) Form of variable annuity contract./2/
(5) (a) Form of Application./2/
(6) (a) Amended and Restated Charter of First Providian/2/
(b) By-Laws of First Providian as amended February 28,
1995./2/
(7) Not Applicable.
(8) (a) Form of Participation Agreement for the Funds./2/
(9) (a) Opinion and Consent of Counsel./1/
(b) Consent of Counsel./1/
(10) Consent of Independent Auditors./1/
(11) No Financial Statements are omitted from Item 23.
(12) Not Applicable.
(13) Performance Computation.
(14) Not Applicable.

- -------------------------------------
/1/Filed herewith.

/2/Incorporated by reference from Pre-Effective Amendment No. 1 to the
Registration Statement of First Providian Life and Health Insurance Company,
File No. 33-94210.
<PAGE>

Item 25. Directors and Officers of the Depositor

Principal business address is 520 Columbia Drive, Johnson City, New York
13790.

Chairman of the Board & President David J. Miller
Senior Vice President/Human Resources
and Corporate Communications John H. Rogers
Senior Vice President David B. Smith
Senior Vice President Martin Renninger
Vice President & Qualified Actuary Brian Alford
Vice President Edward A. Biemer

Vice President Thomas P. Bowie
Vice President, Treasurer &
Senior Financial Officer Dennis E. Brady
Vice President Gregory J. Garvin
Vice President Carolyn M. Kerstein
Vice President/Underwriting William J. Kline
Vice President Jeffrey P. Lammers
Vice President & Secretary Susan E. Martin
Vice President Kevin P. McGlynn
Vice President Douglas E. Menges
Vice President Thomas B. Nesspor
Vice President G. Eric O'Brien

Vice President Daniel H. Odum
Vice President and Actuary John C. Prestwood, Jr.
Vice President Nancy B. Schuckert
Vice President Joseph D. Strenk
Vice President William C. Tomilin
Assistant Vice President Geralyn Barbato

Assistant Vice President &
Qualified Actuary Michael A. Cioffi
Assistant Vice President Mary Ellen Fahringer
Assistant Vice President Joan G. Chandler
Assistant Vice President &
Assistant Treasurer John A. Mazzuca
Assistant Vice President and
Consumer Services Officer Rosalie M. Smith
Assistant Controller Joseph C. Noone
Second Vice President Cindy L. Chanley

Second Vice President George E. Claiborne, Jr.

Second Vice President Michele Coan
Second Vice President Karen H. Fleming
Second Vice President Michael F. Lane
Second Vice President Michael K. Mingus
Second Vice President Robin Morgan

Second Vice President Frank J. Rosa
Second Vice President William W. Strickland
Second Vice President Janice L. Weaver
Second Vice President/Investments Terri L. Allen
Second Vice President/Investments Tom Bauer
Second Vice President/Investments Kirk W. Buese
Second Vice President/Investments Curt M. Burns
Second Vice President/Investments Joel L. Coleman
Second Vice President/Investments William S. Cook
Second Vice President/Investments Deborah A. Dias
Second Vice President/Investments Eric B. Goodman
Second Vice President/Investments James Grant
Second Vice President/Investments Theodore M. Haag
Second Vice President/Investments Frederick B. Howard

<PAGE>

Second Vice President/Investments Diane J. Hulls
Second Vice President/Investments William H. Jenkins
Second Vice President/Investments Frederick C. Kessell
Second Vice President/Investments Tim Kuussalo
Second Vice President/Investments Mark E. Lamb
Second Vice President/Investments Monika Machon
Second Vice President/Investments James D. MacKinnon
Second Vice President/Investments Jack McCabe
Second Vice President/Investments Jeffrey T. McGlaun
Second Vice President/Investments Wayne R. Nelis
Second Vice President/Investments James G. Nickerson
Second Vice President/Investments Douglas H. Owen, Jr.
Second Vice President/Investments Debra K. Pellman
Second Vice President/Investments Jon L. Skaggs
Second Vice President/Investments James A. Skufca
Second Vice President/Investments Robert A. Smedley
Second Vice President/Investments Bradley L. Stofferahn
Second Vice President/Investments Randall K. Waddell
Second Vice President and Assistant
Secretary Edward P. Reiter
Assistant Secretary L. Jude Clark
Assistant Secretary Colleen S. Lyons
Assistant Secretary Mary Ann Malinyak
Assistant Secretary John F. Reesor
Assistant Secretary Kimberly A. Scouller
Assistant Secretary R. Michael Slaven
Product Compliance Officer James T. Bradley

DIRECTORS:

Dennis E. Brady David J. Miller
I. Donald Britton Thomas B. Nesspor
Patricia A. Collins Brian H. Perry
Jack M. Dann Martin Renninger
Jeffrey H. Goldberger Rosalie M. Smith
Susan E. Martin Paul Yakulis

Kevin McGlynn John C. Prestwood, Jr.

Item 26. Persons controlled by or Under Common Control with the Depositor or
Registrant.

The Depositor, First Providian Life and Health Insurance Company ("First
Providian"), is directly and indirectly wholly owned by Providian Corporation.
The Registrant is a segregated asset account of First Providian.

The following chart indicates the persons controlled by or under common
control with First Providian:
<PAGE>

<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporation Percent of Voting Securities Owned
- -------------------------------- --------------- ----------------------------------
<S> <C> <C> <C>

Providian Corporation Delaware 100% Publicly Owned

Providian Agency Group, Inc. Kentucky 100% Providian Corp.

Benefit Plans, Inc. Delaware 100% Providian Corp.

DurCo Agency, Inc. Virginia 100% Benefit Plans, Inc.

Providian Assignment Corporation Kentucky 100% Providian Corp.

Providian Financial Services, Inc. Pennsylvania 100% Providian Corp.

Providian Securities Corporation Pennsylvania 100% Providian Financial Srvs, Inc.

Wannalancit Corp. Massachusetts 100% Providian Corp.

Providian Investment Delaware 100% Providian Corp.
Advisors, Inc.

Providian Capital Management, Inc. Delaware 100% Providian Corp.

Providian Capital Mgmt. Delaware 100% Providian Capital Management, Inc.
Real Estate Services, Inc.

Capital Real Estate Development Corp. Delaware 100% Providian Corp.

KB Currency Advisors, Inc. Delaware 33 1/3% Capital Real Estate Dev. Corp.
33 1/3% Jonathan M. Berg
33 1/3% Andrew J. Krieger

Capital General Development Corp. Delaware 100% Providian Corp.

Commonwealth Life Insurance Co. Kentucky 100% Capital General Development Corp.

Agency Holding I, Inc. Delaware 100% Commonwealth Life Ins. Co.*

Agency Investments I, Inc. Delaware 100% Agency Holding I, Inc.

Commonwealth Agency, Inc. Kentucky 100% Commonwealth Life Insurance Co.

Peoples Security Life North Carolina 100% Capital General Development Corp.
Insurance Company

Ammest Realty Corporation Texas 100% Peoples Security Life Insurance Co.

Agency Holding II, Inc. Delaware 100% Peoples Security Life Insurance Co.

Agency Investments II, Inc. Delaware 100% Agency Holding II, Inc.

Agency Holding III, Inc. Delaware 100% Peoples Security Life Insurance Co.

Ramada Inn Coliseum Operating
Company Mississippi 100% Peoples Security Life Insurance Co.

</TABLE>
<PAGE>

<S> <C> <C>
Agency Investments III, Inc. Delaware 100% Agency Holding III, Inc.

Capital 200 Block Corporation Delaware 100% Providian Corp.

Capital Broadway Corporation Kentucky 100% Providian Corp.

Capital Security Life Ins. Co. North Carolina 100% Providian Corp.

Independence Automobile Florida 100% Capital Security Life Insurance Co.
Association, Inc.

Independence Automobile Club Georgia 100% Capital Security Life Insurance Co.

Southlife, Inc . Tennessee 100% Providian Corp.

Providian Bancorp, Inc. Delaware 100% Providian Corp.

First Deposit Service Corporation California 100% Providian Bancorp, Inc.

First Deposit Life Insurance Co. Arkansas 100% Providian Bancorp, Inc.

First Deposit National Bank United States 100% Providian Bancorp, Inc.

Winnisquam Community New Hampshire 96% First Deposit National Bank
Development Corp. 4% First New Hampshire Bank

Providian Credit Corporation Delaware 100% Providian Bancorp, Inc.

Providian National Bank United States 100% Providian Bancorp, Inc.

Providian National Bancorp California 100% Providian Bancorp, Inc.

Commonwealth Premium Finance California 100% Providian National Bancorp

Providian Credit Services, Inc. Utah 100% Providian Bancorp, Inc.

Providian Insurance Agency, Inc. Pennsylvania 100% Providian Corp.

National Home Life Corporation Pennsylvania 100% Providian Insurance Agency, Inc.

Compass Rose Development Corp. Pennsylvania 100% Providian Insurance Agency, Inc.

Association Consultants, Inc. Illinois 100% Providian Insurance Agency, Inc.

</TABLE>
<PAGE>

Valley Forge Associates, Inc. Pennsylvania 100% Providian Insurance Agency, Inc.

Veterans Benefits Plans, Inc. Pennsylvania 100% Providian Insurance Agency, Inc.

Veterans Insurance Services, Inc. Delaware 100% Providian Insurance Agency, Inc.

Financial Planning Services, Inc. Washington, DC 100% Providian Insurance Agency, Inc.

Providian Auto and Home Missouri 100% Providian Corp.
Insurance Company

Academy Insurance Group, Inc. Delaware 100% Providian Auto and Home
Insurance Co.

Academy Life Insurance Company Missouri 100% Academy Insurance Group, Inc.

Pension Life Insurance Company New Jersey 100% Academy Insurance Group, Inc.
of America

Academy Services, Inc. Delaware 100% Academy Insurance Group, Inc.

Ammest Development Corporation, Inc. Kansas 100% Academy Insurance Group, Inc.

Ammest Insurance Agency, Inc. California 100% Academy Insurance Group, Inc.

Ammest Massachusetts Ins. Massachusetts 100% Academy Insurance Group, Inc.
Agency, Inc.

Ammest Realty, Inc. Pennsylvania 100% Academy Insurance Group, Inc.

AMPAC, Inc. Texas 100% Academy Insurance Group, Inc.

AMPAC Insurance Agency, Inc. Pennsylvania 100% Academy Insurance Group, Inc.

Data/Mark Services, Inc. Delaware 100% Academy Insurance Group, Inc.

Force Financial Group, Inc. Delaware 100% Academy Insurance Group, Inc.

Force Financial Services, Inc. Massachusetts 100% Force Financial Group, Inc.

Military Associates Inc. Pennsylvania 100% Academy Insurance Group, Inc.

NCOA Motor Club, Inc. Georgia 100% Academy Insurance Group, Inc.

NCOAA Management Company Texas 100% Academy Insurance Group, Inc.

Unicom Administrative Services, Inc. Pennsylvania 100% Academy Insurance Group, Inc.

Unicom Administrative Services, Germany 100% Unicom Admin. Services, Inc.
GmbH

Providian Property and Casualty Kentucky 100% Providian Auto and Home
Insurance Company Insurance Co.

Providian Mauritius Ltd. Mauritius 100% Providian Corporation

Providian LLC. British West
Indies 100% Providian Corporation
</TABLE>

<PAGE>

<S> <C> <C>
Providian Fire Insurance Company Kentucky 100% Providian Property and Casualty
Insurance Co.

Capital Liberty L.P. Delaware 5% Providian Corp. (General Partnership
(Limited Partnership) Interest)
76% Commonwealth Life Insurance
Company (Limited Partnership Interest)
19% Peoples Security Life Insurance Co.
(Limited Partnership Interest)

Providian Life and Health Missouri 4% Providian Corp.;
Insurance Company 61% Commonwealth Life Ins. Company;
15% Peoples Security Life Insurance. Co.;
20% Capital Liberty, L.P.

Veterans Life Insurance Company Illinois 100% Providian Life and Health Ins. Co.

Providian Services, Inc. Pennsylvania 100% Veterans Life Insurance Co.

First Providian Life and Health New York 100% Veterans Life Insurance Co.
Insurance Company
</TABLE>

Item 27. Number of Contract Owners

As of November 12, 1996, there were no Contract Owners.

Item 28. Indemnification.

Item 28 is incorporated by reference from Pre-Effective Amendment No.1 to
the Registration Statement of First Providian Life and Health Insurance Company,
File No. 33-94212.

<PAGE>

Item 29. Principal Underwriters

(a) Providian Securities Corporation, which serves as the principal
underwriter for the variable annuity contracts funded by Separate
Account C, also serves as the principal underwriter for variable
life insurance policies funded by Separate Account I, Separate
Account II and Separate Account V of Providian Life and Health
Insurance Company (formerly National Home Life Assurance Company).

(b) Directors and Officers

Positions and Officers
Name with Underwriter
---- ----------------

Jeffrey P. Lammers President, Assistant Secretary and Director
Harvey E. Willis Vice President and Secretary
Kimberly A. Scouller Vice President and Chief Compliance
Officer

John P. Fendig Vice President and Assistant Compliance
Officer
Mark Nerderman Vice President
Michael F. Lane Vice President
<PAGE>

Sarah J. Strange Vice President
Elaine J. Robinson Treasurer
Michael G. Ayers Controller
Frederick C. Kessell Director
Robert. L. Walker Director

Item 30. Location of Accounts and Records

The books, accounts and other documents required by Section 31(a) under
the Investment Company Act and the rules promulgated thereunder will be
maintained in the physical possession of First Providian Life and Health
Insurance Company at its administrative offices at 520 Columbia Drive, Johnson
City, New York 13790.

Item 31. Management Services

All management contracts are discussed in Part A or Part B.

Item 31. Undertakings

(a) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
16 months old for so long as payments under the variable annuity contracts may
be accepted;

(b) The Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
prospectus that the applicant can remove to sent for a Statement of Additional
Information;

(c) The Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required to be made
available under this Form promptly upon written or oral request.

(d) First Providian Life and Health Insurance Company represents that the
fees and charges deducted under the contract described in this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred and the risks assumed by First
Providian Life and Health Insurance Company.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant and the Depositor, have caused this amended Registration
Statement to be signed on its behalf in the County of Jefferson Commonwealth of
Kentucky on the 12th day of November 1996.

FIRST PROVIDIAN LIFE AND HEALTH INSURANCE

COMPANY SEPARATE ACCOUNT C (REGISTRANT)

By: First Providian Life and Health Insurance Company

By: David J. Miller*
------------------------------------------------
David J. Miller
Chairman of the Board and President

FIRST PROVIDIAN LIFE AND HEALTH INSURANCE
COMPANY (DEPOSITOR)

By: David J. Miller*
------------------------------------------------
David J. Miller
Chairman of the Board and President

/s/ R. Michael Slaven
*By: ------------------------------------------------
R. Michael Slaven
Attorney-in-Fact
<PAGE>

As required by the Securities Act of 1933, this amended Registration Statement
has been duly signed by the following persons in the capacities and on the dates
indicated.

SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>

David J. Miller* Director, Chairman of the Board November 12, 1996
- --------------------------- and President
David J. Miller

Dennis E. Brady* Director, Vice President, November 12, 1996
- --------------------------- Treasurer and Senior Financial
Dennis E. Brady Officer
(Chief Accounting Officer)

Susan E. Martin* Director, Vice President and November 12, 1996
- --------------------------- Secretary
Susan E. Martin

I. Donald Britton* Director November 12, 1996
- ---------------------------
I. Donald Britton

Patricia A. Collins* Director November 12, 1996
- ---------------------------
Patricia A. Collins

Jack M. Dann* Director November 12, 1996
- ---------------------------
Jack M. Dann

Jeffrey H. Goldberger* Director November 12, 1996
- ---------------------------
Jeffrey H. Goldberger

Brian H. Perry* Director November 12, 1996
- ---------------------------
Brian H. Perry

Martin Renninger* Director and Senior Vice November 12, 1996
- --------------------------- President
Martin Renninger

Paul Yakulis* Director November 12, 1996
- ---------------------------
Paul Yakulis

Rosalie M. Smith* Director November 12, 1996
- ---------------------------
Rosalie M. Smith

Thomas B. Nesspor* Director and Vice President November 12, 1996
- ---------------------------
Thomas B. Nesspor

Kevin P. McGlynn* Director and Vice President November 12, 1996
- ---------------------------
Kevin P. McGlynn

John C. Prestwood Jr.* Director, Vice President November 12, 1996
- --------------------------- and Actuary
John C. Prestwood Jr.
</TABLE>

* By: /s/ R. Michael Slaven
----------------------------
R. Michael Slaven
Attorney-in-Fact
<PAGE>

SEPARATE ACCOUNT C
PROVIDIAN MARQUEE VARIABLE ANNUITY

INDEX TO EXHIBITS

EXHIBIT 9(a) OPINION AND CONSENT OF COUNSEL

EXHIBIT 9(b) CONSENT OF COUNSEL

EXHIBIT 10 CONSENT OF INDEPENDENT AUDITORS

<PAGE>

EXHIBIT 9(a)

[LOGO OF PROVIDIAN]

Providian Corporation
400 West Market Street
Post Office Box 32830
Louisville, Kentucky 40232

502-560-2000

November 11, 1996

First Providian Life and Health Insurance Company
Administrative Offices
520 Columbia Drive
Johnson City, New York 13790

RE: First Providian Life and Health Insurance Company Separate Account C--
Opinion and Consent

To Whom It May Concern:

This opinion and consent is furnished in connection with the filing of
Pre-Effective Amendment No. 2 (the "Amendment") to the Registration Statement on
Form N-4, File No. 33-94210 (the "Registration Statement") under the Securities
Act of 1933, as amended (the "Act"), of First Providian Life and Health
Insurance Company Separate Account C ("Separate Account C"). Separate Account C
receives and invests premiums allocated to it under a flexible premium multi-
funded annuity contract (the "Annuity Contract"). The Annuity Contract is
offered in the manner described in the prospectus contained in the Registration
Statement (the "Prospectus").

In my capacity as legal adviser to First Providian Life and Health
Insurance Company, I hereby confirm the establishment of Separate Account C
pursuant to a resolution adopted by the Board of Directors of First Providian
Life and Health Insurance Company for a separate account for assets applicable
to the Annuity Contract, pursuant to the provisions of Section 46 of the New
York Insurance Statutes. In addition, I have made such examination of the law
in addition to consultation with outside counsel and have examined such
corporate records and such other documents as I consider appropriate as a basis
for the opinion hereinafter expressed. On the basis of such examination, it is
my professional opinion that:

1. First Providian Life and Health Insurance Company is a corporation duly
organized and validly existing under the laws of the State of New York.

2. Separate Account C is an account established and maintained by First
Providian Life and Health Insurance Company pursuant to the laws of the
State of New York, under which income, capital gains and capital losses
incurred on the assets of Separate Account C are credited to or charged
against the assets of Separate Account C, without regard to the income,
capital gains or capital losses arising out of any other business which
First Providian Life and Health Insurance Company may conduct.

<PAGE>

3. Assets allocated to Separate Account C will be owned by First Providian
Life and Health Insurance Company. The assets in Separate Account C
attributable to the Annuity Contract generally are not chargeable with
liabilities arising out of any other business which First Providian Life
and Health Insurance Company may conduct. The assets of Separate Account C
are available to cover the general liabilities of First Providian Life and
Health Insurance Company only to the extent that the assets of Separate
Account C exceed the liabilities arising under the Annuity Contracts.

4. The Annuity Contracts have been duly authorized by First Providian Life and
Health Insurance Company and, when sold in jurisdictions authorizing such
sales, in accordance with the Registration Statement, will constitute
validly issued and binding obligations of First Providian Life and Health
Insurance Company in accordance with their terms.

5. Owners of the Annuity Contracts as such, will not be subject to any
deductions, charges or assessments imposed by First Providian Life and
Health Insurance Company other than those provided in the Annuity Contract.

I hereby consent to the use of this opinion as an exhibit to the Amendment
and to the reference to my name under the heading "Legal Matters" in the
Prospectus.

Very truly yours,

/s/ Kimberly A. Scouller
- -------------------------
Kimberly A. Scouller
Assistant General Counsel

<PAGE>

Exhibit 9(b)

November 12, 1996

First Providian Life and Health
Insurance Company
20 Moores Road
Frazer, Pennsylvania 19355

Ladies and Gentlemen:

We hereby consent to the reference to our name under the caption "Legal
Matters" in the Prospectus contained in Pre-Effective Amendment No. 2 to the
Registration Statement (File No. 33-94210) filed on the date hereof by First
Providian Life and Health Insurance Company and First Providian Life and Health
Insurance Company Separate Account C with the Securities and Exchange Commission
under the Securities Act of 1933.

Very truly yours,

JORDEN BURT BERENSON
& JOHNSON LLP

By: /s/ Michael Berenson
--------------------

<PAGE>

Exhibit No. (10)

Consent of Independent Auditors

We consent to the reference to our firm under the caption "Auditors" and to the
use of our report dated April 23, 1996, with respect to the statutory-basis
financial statements of First Providian Life and Health Insurance Company in
Pre-Effective Amendment No. 2 to the Registration Statement (Form N-4 No.
33-94210) and related Prospectus of First Providian Life and Health Insurance
Company Separate Account C - Marquee.

/s/Ernst & Young LLP
Louisville, Kentucky
November 13, 1996