COVA VARIABLE LIFE ACCOUNT ONE
S-6, 1999-07-19
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                                                Registration  No.  333-______
 -----------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6

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

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

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

C.  One  Tower  Lane,  Suite  3000
    Oakbrook  Terrace,  Illinois  60181-4644
    (Complete  address  of  depositor's  principal  executive  offices)

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

    Copies  to:

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


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

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

    Continuous  offering

G.  Amount  of  Filing  Fee:  Not  Applicable

H.  Approximate date of proposed public offering:

    As soon as practicable after the effective date of this filing.

- ----------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates 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.
- -----------------------------------------------------------------------------


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

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

2             Other Information; The Company

3             Not Applicable

4             Other Information

5             The Separate Account

6(a)          Not Applicable
 (b)          Not Applicable

7             Not Applicable

8             Not Applicable

9             Legal Proceedings

10            Purchases

11            Investment Options

12            Investment Options

13            Expenses

14            Purchases

15            Purchases

16            Investment Options

17            Access to Your Money

18            Access to Your Money

19            Reports to Owners

20            Not Applicable

21            Access to Your Money

22            Not Applicable

23            Not Applicable

24            Ownership

25            The Company

26            Expenses

27            The Company

28            The Company

29            The Company

30            The Company

31            Not Applicable

32            Not Applicable

33            Not Applicable

34            Not Applicable

35            Cova; Other Information

36            Not Applicable

37            Not Applicable

38            Other Information

39            Other Information

40            Not Applicable

41            Not Applicable

42            Not Applicable

43            Not Applicable

44            Purchases

45            Other Information

46            Access to Your Money

47            Not Applicable

48            Not Applicable

49            Not Applicable

50            Not Applicable

51            Cova; Purchases

52            Investment Options

53            The Separate Account

54            Not Applicable

55            Not Applicable

56            Not Applicable

57            Not Applicable

58            Not Applicable

59            Financial Statements

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

                                EXPLANATORY NOTE

This  Registration  Statement  contains 46 portfolios of the various  underyling
investment  options.  Two versions  (Version A and Version B) of the  Prospectus
will be created from this Registration  Statement.  The only differences between
the two versions are the underlying  investment  options and the  Illustrations.
One version will contain 41  portfolios  (Version A) and the other  version will
contain 6 portfolios  (Version B). The  distribution  system for each version of
the Prospectus will be different.  The Prospectus contained in this Registration
Statement  will  contain  two sets of  Illustrations  - one for Version A of the
Prospectus and the other for Version B. The Prospectuses  will be filed with the
Commission pursuant to Rule 497 under the Securities Act of 1933. The Registrant
undertakes  to  update  this   Explanatory   Note,   as  needed,   each  time  a
Post-Effective Amendment is filed.

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


                                FLEXIBLE PREMIUM
                         VARIABLE LIFE INSURANCE POLICY

                                    ISSUED BY

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                         COVA VARIABLE LIFE ACCOUNT ONE

This prospectus  describes the Flexible  Premium  Variable Life Insurance Policy
that we are offering.

We have designed the Policy for use in estate and retirement  planning and other
insurance needs of individuals.  The Policy provides for maximum  flexibility by
allowing  you to vary your  premium  payments  and to change  the level of death
benefits payable.

You, the policyowner,  have a number of investment choices in the Policy.  These
investment  choices  include  a  General  Account  as well as the  following  46
Investment  Funds listed below which are offered  through our Separate  Account.
When you purchase a Policy,  you bear the complete  investment  risk. This means
that the Cash Value of your Policy may increase and decrease  depending upon the
investment performance of the Investment Fund(s) you select. The duration of the
Policy and,  under some  circumstances,  the death  benefit  will  increase  and
decrease depending upon investment performance.

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

Alliance Variable Products Series Fund, Inc.
Advisor: Alliance Capital Management L.P.
         Premier Growth Fund
         Real Estate Investment Fund

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

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

General American Capital Company
Advisor: Conning Asset Management Company
         Money Market Fund

Goldman Sachs Variable Insurance Trust
Advisor: Goldman Sachs Asset Management
         Goldman Sachs Growth and Income
         Fund

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

Kemper Variable Series
Advisor: Scudder Kemper Investments, Inc.
         Kemper Small Cap Value Fund
         Kemper Government Securities Fund
         Kemper Small Cap Growth Fund

Liberty Variable Investment Trust
Advisor: Newport Fund Management Inc.
         Newport Tiger, Variable Series

MFS(R) Variable Insurance Trust(SM)
Advisor: MFS Investment Management (R)

         MFS Emerging Growth Fund
         MFS Research Fund
         MFS Growth With Income Fund
         MFS High Income Fund
         MFS Global Governments Fund

Oppenheimer Variable Account Funds
Advisor: OppenheimerFunds, Inc.
         Oppenheimer High Income Fund/VA
         Oppenheimer Bond Fund/VA
         Oppenheimer Capital Appreciation Fund/VA
         Oppenheimer Main Street Growth & Income
          Fund/VA
         Oppenheimer Strategic Bond Fund/VA

Putnam Variable Trust
Advisor: Putnam Investment Management, Inc.
         Putnam VT Growth and Income Fund-Class IA
             Shares
         Putnam VT International Growth Fund-Class IA
             Shares
         Putnam VT International New Opportunities
         Fund-Class IA Shares
         Putnam VT New Value Fund- Class IA Shares
         Putnam VT Vista Fund-Class IA Shares
Templeton Variable Products Series Fund
Advisor: Templeton Asset Management Ltd.
         Templeton Developing Markets Fund-
         Class 1

Advisor: Templeton Investment Counsel, Inc.
         Templeton International Fund-Class 1

Advisor: Franklin Mutual Advisers LLC
         Mutual Shares Investments Fund-
         Class 1

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

Please  read this  prospectus  before  investing  and keep it on file for future
reference. It contains important information about the Flexible Premium Variable
Life Insurance Policy.  The Securities and Exchange  Commission  maintains a Web
site  (http://www.sec.gov)  that contains information regarding registrants that
file electronically with the Commission.

The Policy:

         *        is not a bank deposit.

         *        is not federally insured.

         *        is not endorsed by any bank or government agency.

The  Policy  is  subject  to  investment  risk.  You may be  subject  to loss of
principal.

The SEC has not  approved  the  Policy or  determined  that this  prospectus  is
accurate or  complete.  Any  representation  that it has is a criminal  offense.
DATE:


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>                                                                                                              <C>
SPECIAL TERMS.....................................................................................................2

SUMMARY  .........................................................................................................5
         The Variable Life Insurance Policy.......................................................................5
         Purchases................................................................................................5
         Investment Choices.......................................................................................6
         Expenses ................................................................................................9
         Death Benefit...........................................................................................11
         Taxes    ...............................................................................................11
         Access to Your Money....................................................................................12
         Other Information.......................................................................................12
         Inquiries...............................................................................................13

PART I   ........................................................................................................14
         The Variable Life Insurance Policy......................................................................14
         Purchases...............................................................................................14
                  Application For a Policy.......................................................................14
                  Premiums ......................................................................................14
                  Unscheduled Premiums...........................................................................15
                  Lapse and Grace Period.........................................................................15
                  Reinstatement..................................................................................16
                  Allocation of Premium..........................................................................16
                  Cash Value of your Policy......................................................................17
                  Method of Determining Cash Value of an Investment Fund.........................................17
                  Net Investment Factor..........................................................................18
                  Our Right to Reject or Return a Premium Payment................................................19
         Investment Funds........................................................................................19
                  Substitution and Limitations on Further Investments............................................22
                  Transfers......................................................................................22
                  Dollar Cost Averaging..........................................................................23
                  Portfolio Rebalancing..........................................................................24
         Expenses ...............................................................................................25
                  Tax Charges....................................................................................25
                  Sales Charge...................................................................................25
                  Selection and Issue Expense Charge.............................................................26
                  Monthly Policy Charge..........................................................................26
                  Monthly Cost of Insurance......................................................................26
                  Charges for Additional Benefit Riders..........................................................28
                  Mortality and Expense Risk Charge..............................................................28
                  Surrender Charge...............................................................................28
                  Transaction Charges............................................................................29
                  Investment Fund Expenses.......................................................................29
         DEATH BENEFIT...........................................................................................33
                  Change in Death Benefit........................................................................35
                  Change in Face Amount..........................................................................35
         TAXES    ...............................................................................................36
                  Life Insurance in General......................................................................36
                  Taking Money out of Your Policy................................................................36
                  Diversification................................................................................37
         ACCESS TO YOUR MONEY....................................................................................37
                  Policy Loans...................................................................................37
                  Loan Interest Charged..........................................................................38
                  Security ......................................................................................38
                  Repaying Policy Debt...........................................................................39
                  Partial Withdrawals............................................................................39
                  Pro-Rata Surrender.............................................................................40
                  Full Surrenders................................................................................41
         OTHER INFORMATION.......................................................................................41
                  Cova     ......................................................................................41
                  Distribution...................................................................................41
                  Year 2000......................................................................................42
                  The Separate Account...........................................................................42
                  Suspension of Payments or Transfers............................................................42
                  Ownership......................................................................................43
                  Adjustment of Charges..........................................................................44

         PART II.................................................................................................44
         Voting   ...............................................................................................49
         Disregard  of Voting  Instructions......................................................................50
         Legal Opinions..........................................................................................50
         Our Right to Contest....................................................................................50
         Federal Tax Status......................................................................................51
                  Introduction...................................................................................51
                  Diversification................................................................................51
                  Tax Treatment of the Policy....................................................................53
                  Policy Proceeds................................................................................53
                  Tax Treatment of Loans And Surrenders..........................................................53
                  Multiple Policies..............................................................................55
                  Tax Treatment of Assignments...................................................................55
                  Qualified Plans................................................................................55
         Reports to Owners.......................................................................................55
         Legal Proceedings.......................................................................................55
         Experts  ...............................................................................................55
         Financial Statements....................................................................................56
         Appendix ...............................................................................................56
</TABLE>



                                  SPECIAL TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

                                     SUMMARY

The Variable Life Insurance Policy

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

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

         *        the frequency and amount of premium payments can vary;

         *        you can choose between death benefit options; and

         *        you can change the amount of insurance coverage.

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

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

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

Purchases

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

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

Investment Choices

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

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

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

Alliance Variable Products Series Fund, Inc.
Advisor: Alliance Capital Management L.P.
         Premier Growth Fund
         Real Estate Investment Fund

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

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

General American Capital Company
Advisor: Conning Asset Management Company
         Money Market Fund

Goldman Sachs Variable Insurance Trust
Advisor: Goldman Sachs Asset Management
         Goldman Sachs Growth and Income
          Fund
Advisor: Goldman Sachs Asset Management International
         Goldman Sachs International Equity Fund
         Goldman Sachs Global Income Fund

Kemper Variable Series
Advisor: Scudder Kemper Investments, Inc.
         Kemper Small Cap Value Fund
         Kemper Government Securities Fund
         Kemper Small Cap Growth Fund

Liberty Variable Investment Trust
Advisor: Newport Fund Management Inc.
         Newport Tiger, Variable Series

MFS(R) Variable Insurance Trust(SM)
Advisor: MFS Investment Management(R)
         MFS Emerging Growth Fund
         MFS Research Fund
         MFS Growth With Income Fund
         MFS High Income Fund
         MFS Global Governments Fund

Oppenheimer Variable Account Funds
Advisor: OppenheimerFunds, Inc.
         Oppenheimer High Income Fund/VA
         Oppenheimer Bond Fund/VA
         Oppenheimer Capital Appreciation Fund/VA
         Oppenheimer Main Street Growth & Income
         Fund/VA
         Oppenheimer Strategic Bond Fund/VA

Putnam Variable Trust
Advisor: Putnam Investment Management, Inc.
         Putnam VT Growth and Income Fund-Class IA Shares
         Putnam VT International Growth Fund-Class IA Shares
         Putnam VT International New
         Opportunity Fund-Class IA Shares
         Putnam VT New Value Fund-Class IA Shares
         Putnam VT Vista Fund-Class IA Shares

Templeton Variable Products Series Fund
Advisor: Templeton Asset Management Ltd.
         Templeton Developing Markets Fund-Class 1

Advisor: Templeton Investment Counsel, Inc.
         Templeton International Fund-Class 1

Advisor: Franklin Mutual Advisers LLC
         Mutual Shares Investments Fund-Class 1

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

Expenses

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

     *    Deductions from each premium payment.

          Tax Charges.  We currently  deduct 1.3% of each premium payment to pay
          the Federal Tax Charge. We also deduct a Premium Tax Charge to pay the
          state and local premium  taxes.  The Premium Tax Charge ranges from 0%
          to 3.5%, depending on the state.

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

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

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

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

     *    Monthly deductions from your Cash Value.

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

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

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

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

     *    Deductions from the Investment Funds.

          Mortality and Expense Risk Charge.  This risk charge is guaranteed not
          to exceed,  on an annual basis,  0.55% of the average value of each of
          your Investment Funds and is deducted each Valuation Date. The current
          risk  charge  depends on the  number of years your  Policy has been in
          force and is as follows:

<TABLE>
<CAPTION>
                  Years             Daily Charge Factor                         Annual Equivalent
                  -----             -------------------                         -----------------
<S>               <C>                       <C>                                         <C>
                  1-10                      .0015027%                                   0.55%
                  11-20                     .0012301%                                   0.45%
                  21+                       .0009572%                                   0.35%
</TABLE>

          This  deduction is guaranteed  not to increase  while the Policy is in
          force.

          Other Expenses. There are deductions from and expenses paid out of the
          assets of the Investment Funds.

     *    Deductions for surrenders, partial withdrawals and transfers.

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

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

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

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

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


Death Benefit

The amount of the death benefit depends on:

     *    the Face Amount of your Policy;

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

     *    under some circumstances the Cash Value of your Policy.

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

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

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

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

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

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

Taxes

Your Policy has been designed to comply with the definition of life insurance in
the Internal Revenue Code. As a result, the death proceeds paid under the Policy
should be excludable from the gross income of your Beneficiary.  Any earnings in
your Policy are not taxed until you take them out. The tax treatment of the loan
proceeds and surrender  proceeds will depend on whether the Policy is considered
a Modified Endowment Contract (MEC).  Proceeds taken out of a MEC are considered
to come from earnings  first and are  includible in taxable  income.  If you are
younger than 59 1/2 when you take money out of a MEC, you may also be subject to
a 10% federal tax penalty on the earnings withdrawn.

Access to Your Money

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

You can also borrow against the Cash Value of your Policy.

Other Information

Free Look.  You can cancel  the Policy  within 20 days after you  receive it (or
whatever  period is  required in your state) or the 45th day after you sign your
application, whichever period ends later. We will refund all premiums paid. Upon
completion  of the  underwriting  process,  we will  allocate  your  initial Net
Premium to the Money Market Fund until the reallocation  date, which occurs upon
the expiration of the free look period. After that, we will invest your Policy's
Cash Value and any subsequent premiums as you requested.

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

         *        create or conserve one's estate;
         *        supplement retirement income; and
         *        access to funds through loans and surrenders.

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

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

Additional Features. The following additional features are offered:

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

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

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

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

Inquiries

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

         Cova Financial Services Life Insurance Company
         P.O. Box 66757
         St. Louis, MO 63166-6757
         800-xxx-xxxx

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

         Cova Financial Services Life Insurance Company
         P.O. Box 66757
         St. Louis, MO 63166-6757
         800-xxx-xxxx


                                     PART I

1.  The Variable Life Insurance Policy

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

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

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

2.  Purchases

Application for a Policy

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

Premiums

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

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

Unscheduled Premiums

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

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

     *    refuse that premium payment; or

     *    require  additional  evidence  of  insurability  before it accepts the
          premium.

Lapse and Grace Period

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

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

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

Lapse will occur if:

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

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

     *    a grace period expires without a sufficient premium payment.


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

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

Reinstatement

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

     *    submit a written request for reinstatement;

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

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

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

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

     *    the amount of any Policy loan reinstated;

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

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

Allocation of Premium

When we receive a premium from you, we deduct:

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

     *    a Sales Charge.

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

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

Cash Value of your Policy

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

Method of Determining Cash Value of an Investment Fund

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

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

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

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

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

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

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

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

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

     (8)  Any  withdrawal due to a pro-rata  surrender from the Investment  Fund
          during the current Valuation Period; minus

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

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

Net Investment Factor

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

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

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

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

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

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

<TABLE>
<CAPTION>
                  Policy                    Percentage of                       Effective
                  Years                     Avg. Net Assets                     Annual Rate
                  -----                     ---------------                     -----------
<S>               <C>                           <C>                                 <C>
                  1-10                          0.0015027                           0.55%
                  11-20                         0.0012301                           0.45%
                  21+                           0.0009572                           0.35%;
</TABLE>

         divided by

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

Our Right to Reject or Return a Premium Payment

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

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

3.  Investment Funds

There are currently 46 Investment  Funds available in connection with the Policy
we are offering  here. The  Investment  Funds are offered  through one of twelve
open-end,   diversified  management  investment  companies:   (1)  AIM  Variable
Insurance  Funds,  Inc., (2) Alliance  Variable  Products Series Fund, Inc., (3)
Cova Series  Trust,  (4) General  American  Capital  Company,  (5) Goldman Sachs
Variable  Insurance  Trust,  (6) Kemper Variable  Series,  (7) Liberty  Variable
Investment  Trust, (8) MFS Variable  Insurance  Trust, (9) Oppenheimer  Variable
Account Funds,  (10) Putnam  Variable  Trust,  (11) Templeton  Variable  Product
Series Fund, and (12) Russell Insurance Funds.

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

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

AIM VARIABLE INSURANCE FUNDS, INC.
Advisor:  A I M Advisors, Inc.
AIM V.I. Capital Appreciation Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC
Advisor: Alliance Capital Management, L.P.
Premier Growth Portfolio
Real Estate Investment Portfolio

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

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

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

GOLDMAN SACHS VARIABLE INSURANCE TRUST
Advisor:  Goldman Sachs Asset Management
Goldman Sachs Growth and Income Fund

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

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

LIBERTY VARIABLE INVESTMENT TRUST
Advisor: Newport Fund Management, Inc.
Newport Tiger, Variable Series (a portfolio investing in equity securities
  of companies located in certain countries of Asia)

MFS(R) VARIABLE INSURANCE TRUST(SM)
Advisor: MFS Investment Management (R)
MFS Emerging Growth Series
MFS Research Series
MFS Growth With Income Series
MFS High Income Series
MFS Global Governments Series

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Advisor: OppenheimerFunds, Inc.
Oppenheimer High Income Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer Strategic Bond Fund/VA

PUTNAM VARIABLE TRUST
Advisor: Putnam Investment Management, Inc.
Putnam VT Growth and Income Fund - Class IA Shares
Putnam VT International Growth Fund - Class IA Shares
Putnam VT International New Opportunities Fund - Class IA Shares
Putnam VT New Value Fund - Class IA Shares
Putnam VT Vista Fund - Class IA Shares (a stock portfolio)

TEMPLETON VARIABLE PRODUCTS SERIES FUND, Class 1 Shares
Advisor: Templeton Asset Management Ltd.
Templeton Developing Markets Fund

Advisor: Templeton Investment Counsel, Inc.
Templeton International Fund

Advisor: Franklin Mutual Advisers LLC
Mutual Shares Investments Fund

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

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

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

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

Substitution and Limitations on Further Investments

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

Transfers

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

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

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

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

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

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

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

Dollar Cost Averaging

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

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

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

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

     2)   you request termination in writing.

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

Portfolio Rebalancing

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

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

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

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

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

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

4.  Expenses

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

Tax Charges

There are charges for Federal taxes, and state and local premium taxes which are
deducted from each premium payment.  The Federal tax charge is currently 1.3% of
each premium. The premium tax charge currently ranges from 0% to 3.5% of premium
payments,  depending  on the state.  The  premium  tax charge  does not apply in
states that do not charge a premium tax. If the tax rates change,  we may change
the amount of the deduction to cover the new rate.

Sales Charge

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

<TABLE>
<CAPTION>
<S>                                <C>
         Policy Year 1              :       15% of premium up to Target Premium; 5% of
                                            premium above Target Premium
         Policy Years 2-10          :       5% of all premium paid
         Policy Years 11+           :       2% of all premium paid
</TABLE>

For  policies  issued  in the  state of  Oregon,  the  amounts  shown  above are
increased  by 2%. The  guaranteed  sales charge  varies for  policies  issued in
Texas.  As of the date of this  prospectus,  the current  sales charge for Texas
policies is the same as shown above.

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

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

Selection and Issue Expense Charge

During the first ten Policy years, we generally  assess a monthly  selection and
issue expense charge to cover the costs  associated  with the  underwriting  and
issue of the Policy.  The monthly  charge per $1,000 of Face Amount  ranges from
approximately  4 cents to one dollar,  and varies by Issue Age, risk class,  and
(except on unisex  Policies) sex of the Insured.  For policies  issued in Texas,
the  guaranteed  selection and issue expense charge is level for the life of the
Policy to ensure compliance with the Texas non-forfeiture laws.

Monthly Policy Charge

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

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

Monthly Cost of Insurance Charge

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

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

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

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

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

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

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

The net amount at risk for a Policy month is:

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

     (2)  the Cash Value at the beginning of the Policy month.

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

Charges for Additional Benefit Riders

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

Mortality and Expense Risk Charge

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


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

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

Surrender Charge

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

         *        upon surrender or lapse of the Policy;
         *        upon a partial withdrawal; or
         *        upon a Pro-Rata Surrender.

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

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

The surrender charge percentage is shown in the following table.



If surrender or lapse occurs in                 The percentage of the annual
the last month of Policy Year:                  Target Premium payable is:
- ----------------------------------------------- --------------------------------
                  1 through 5                                         45%
                       6                                              40%
                       7                                              30%
                       8                                              20%
                       9                                              10%
                 10 and later                                         0%

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

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

Transaction Charges

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

Investment Fund Expenses

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

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

<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(as a percentage of average net assets)
                                                                                        Other Fund
                                                                                        Expenses
                                                                                        (after            Total
                                                                                        reimbursement     Annual
                                                                       Management       and/or waivers    Fund
Investment Funds                                                       Fees             as noted)         Expenses


AIM VARIABLE INSURANCE FUNDS, INC.
Advisor:  A I M Advisors, Inc
<S>                                                                    <C>              <C>               <C>
AIM V.I. Capital Appreciation Fund                                     0.62%            0.05%             0.67%
AIM V.I. International Equity Fund                                     0.75%            0.16%             0.91%
AIM V.I. Value Fund                                                    0.61%            0.05%             0.66%

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC
Advisor: Alliance Capital Management, L.P.
Premier Growth Fund(1)                                                 1.00%            0.06%             1.06%
Real Estate Investment Fund(2)                                         0.08%            0.87%             0.95%

COVA SERIES TRUST(3)
Advisor: J.P. Morgan Investment Management, Inc.
Select Equity Fund                                                     0.68%            0.18%             0.86%
Small Cap Stock Fund                                                   0.85%            0.27%             1.12%
International Equity Fund                                              0.80%            0.28%             1.08%
Quality Bond Fund                                                      0.55%            0.10%             0.65%
Large Cap Stock Fund                                                   0.65%            0.10%             0.75%

Advisor: Lord, Abbett & Co.
Bond Debenture Fund                                                    0.75%            0.10%             0.85%
Mid-Cap Value Fund                                                     1.00%            0.30%             1.30%
Large Cap Research Fund                                                1.00 %           0.30%             1.30%
Developing Growth Fund                                                 0.90 %           0.30%             1.20%
Lord Abbett Growth & Income Fund(4)                                    0.65 %           0.07%             0.72%

GENERAL AMERICAN CAPITAL COMPANY
Advisor: Conning Asset Management Company
Money Market Fund                                                      0.125%           0.08%             0.205%

GOLDMAN SACHS VARIABLE INSURANCE TRUST(5)
Advisor:  Goldman Sachs Asset Management
Goldman Sachs Growth and Income Fund                                   0.75%            0.15%             0.90%

Advisor:  Goldman Sachs Asset Management International
Goldman Sachs International Equity Fund                                1.00%            0.25%             1.25%
Goldman Sachs Global Income Fund                                       0.90%            0.15%             1.05%

KEMPER VARIABLE SERIES
Advisor: Scudder Kemper Investments, Inc.
Kemper Small Cap Value Fund(6)                                         0.75%            0.05%             0.80%
Kemper Government Securities Fund                                      0.55%            0.11%             0.66%
Kemper Small Cap Growth Fund                                           0.65%            0.05%             0.70%

LIBERTY VARIABLE INVESTMENT TRUST
Advisor: Newport Fund Management, Inc.
Newport Tiger, Variable Series                                         0.90%            0.40%             1.30%

MFS(R) VARIABLE INSURANCE TRUST(SM)(7)
Advisor: MFS Investment Management(R)
MFS Emerging Growth Fund                                               0.75%            0.10%             0.85%
MFS Research Fund                                                      0.75%            0.11%             0.86%
MFS Growth With Income Fund                                            0.75%            0.13%             0.88%
MFS High Income Fund                                                   0.75%            0.28%             1.03%
MFS Global Governments Fund(8)                                         0.75%            0.26%             1.01%

OPPENHEIMER VARIABLE ACCOUNT FUNDS
Advisor: OppenheimerFunds, Inc.
Oppenheimer High Income Fund/VA                                        0.74%            0.04%             0.78%
Oppenheimer Bond Fund/VA                                               0.72%            0.02%             0.74%
Oppenheimer Capital Appreciation Fund/VA                               0.72%            0.03%             0.75%
Oppenheimer Main Street Growth and Income Fund/VA                      0.74%            0.05%             0.79%
Oppenheimer Strategic Bond Fund/VA                                     0.74%            0.06%             0.80%

PUTNAM VARIABLE TRUST
Advisor: Putnam Investment Management, Inc.
Putnam VT Growth and Income Fund-Class IA Shares                       0.46%            0.04%             0.50%
Putnam VT International Growth Fund-Class IA Shares                    0.80%            0.27%             1.07%
Putnam VT International New Opportunity Fund-
Class IA Shares(9)                                                     1.18%            0.42%             1.60%
Putnam VT New Value Fund-Class IA Shares                               0.70%            0.11%             0.81%
Putnam VT Vista Fund-Class IA Shares                                   0.65%            0.12%             0.77%

TEMPLETON VARIABLE PRODUCTS SERIES FUND, Class 1 Shares
Advisor: Templeton Asset Management Ltd.
Templeton Developing Markets Fund                                      1.25%            0.41%             1.66%

Advisor: Templeton Investment Counsel, Inc
Templeton International Fund                                           0.69%            0.17%             0.86%

Advisor: Franklin Mutual Advisers LLC
Mutual Shares Investments Fund(10)                                     0.00%            1.00%             1.00%


RUSSELL INSURANCE FUNDS(11)
Advisor: Frank Russell Investment Management Company
Multi-Style Equity Fund                                                0.49%            0.43%             0.92%
Aggressive Equity Fund                                                 0.51%            0.74%             1.25%
Non-U.S. Fund                                                          0.00%            1.30%             1.30%
Real Estate Securities Fund                                            0.85%            0.30%             1.15%
Core Bond Fund                                                         0.12%            0.68%             0.80%
<FN>

(1)  The adviser to the Fund discontinued the expense reimbursement with respect
     to the Premier Growth Portfolio effective May 1, 1998.

(2)  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.  The estimated expenses for the Real Estate Investment
     Portfolio,  before  reimbursement,  are: .90% management fees and 1.41% for
     other expenses.

(3)  Since May 1, 1996, Cova has been  reimbursing the Investment  Funds of Cova
     Series Trust for all operating expenses  (exclusive of the management fees)
     in excess of approximately  .10%.  Effective May 1, 1999, Cova discontinued
     this reimbursement  arrangement for the Select Equity,  Small Cap Stock and
     International Equity Portfolios.  Therefore,  the amounts shown above under
     "Other  Expenses"  have been  restated to reflect the actual  expenses  for
     these  Portfolios for the year ended December 31, 1998.  Also beginning May
     1, 1999,  Cova is  reimbursing  the Mid-Cap  Value,  Large Cap Research and
     Developing Growth Portfolios for all operating  expenses  (exclusive of the
     management  fees) in excess of  approximately  .30%,  instead of .10%. This
     change  is  reflected   above  under  "Other   Expenses"  for  these  three
     Portfolios.  Absent the expense  reimbursement,  the percentages  shown for
     total annual portfolio  expenses for the year ended December 31, 1998 would
     have been .86% for the Quality Bond Portfolio, .94% for the Large Cap Stock
     Portfolio,  .93% for the Bond  Debenture  Portfolio,  1.68% for the Mid-Cap
     Value Portfolio,  1.95% for the Large Cap Research  Portfolio and 1.70% for
     the Developing Growth Portfolio.

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

(5)  The   investment   advisers  to  the  Goldman   Sachs  Growth  and  Income,
     International  Equity and Global  Income Funds have  voluntarily  agreed to
     reduce  or  limit  certain  "Other   Expenses"  of  such  Funds  (excluding
     management  fees,  taxes,  interest  and  brokerage  fees  and  litigation,
     indemnification  and  other  extraordinary  expenses)  to the  extent  such
     expenses  exceed  0.15%,  0.25% and 0.15% per year of such  Funds'  average
     daily  net  assets,   respectively.   The  expenses   shown   include  this
     reimbursement. If not included, the "Other Expenses" and "Total Annual Fund
     Expenses" for the Goldman Sachs Growth and Income, International Equity and
     Global Income Funds would be 1.94% and 2.69%, 1.97% and 2.97% and 2.40% and
     3.30%,  respectively.  The reductions or limitations may be discontinued or
     modified by the investment advisers in their discretion at any time.

(6)  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, 1999, 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
     lower than these expense limits.

(7)  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. Expenses do not take
     into account these expense  reductions,  and are therefore  higher than the
     actual expenses of the series.

(8)  MFS has  agreed to bear  expenses  for the MFS Global  Governments  Series,
     subject  to  reimbursement  by the  series,  such that the  series'  "Other
     Expenses" do not exceed 0.25% of the average daily net assets of the series
     during the current fiscal year. Absent the expense reimbursement, the Total
     Annual Fund Expenses for the year ended December 31, 1998,  would have been
     1.11% for the MFS Global  Governments  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 a  series'  "Other  Expenses"
     pursuant  to  this  arrangement,  and  the  series'  obligation  to pay the
     reimbursement  fee to MFS,  terminates  on the earlier of the date on which
     payments  made by the series equal the prior  payment of such  reimbursable
     expenses by MFS or December 31, 2004. MFS may, in its discretion, terminate
     this  arrangement  at an earlier date  provided that the  arrangement  will
     continue for the series until at least May 1, 2000,  unless terminated with
     the consent of the board of trustees which oversees the series.

(9)  The Management Fees and Total Annual Portfolio  Expenses reflect an expense
     limitation.  In the absence of the expense limitation,  the Management Fees
     and  Total  Annual  Fund   Expenses   would  have  been  1.20%  and  1.62%,
     respectively.

(10) Figures reflect  expenses from the Fund's  inception on May 1, 1998 and are
     annualized. The manager agreed in advance to limit management fees and make
     certain  payments to reduce Fund expenses as necessary so that Total Annual
     Fund  Expenses  did not exceed  1.00% of the  Fund's  Class 1 net assets in
     1998. The manager is  contractually  obligated to continue this arrangement
     through  1999.  Management  Fees,  Other  Expenses  and Total  Annual  Fund
     Expenses in 1998 before any waivers were as follows: 0.60%, 2.27% and 2.87%
     for the Mutual Shares Investments Fund.

(11) The manager of Russell Insurance Funds, Frank Russell Investment Management
     Company, has contractually  agreed, at least until April 30, 2000, to waive
     a portion of the management fee, up to the full amount of the fee, equal to
     the amount by which the Fund's total operating  expenses exceed the amounts
     set forth  above under  "Total  Annual Fund  Expenses."  Additionally,  the
     manager  has  contractually  agreed,  at least  until  April 30,  2000,  to
     reimburse  the Fund for all  remaining  expenses  after fee  waivers  which
     exceed the amount set forth  above for each Fund under  "Total  Annual Fund
     Expenses."  Absent such waiver and  reimbursement,  the management fees and
     total operating expenses would be .78% and 1.21% for the Multi-Style Equity
     Fund; .95% and 1.67% for the Aggressive Equity Fund; .95% and 2.37% for the
     Non-U.S. Fund; and .60% and 1.28% for the Core Bond Fund.
</FN>
</TABLE>

5.  DEATH BENEFIT

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

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

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

     *    the Face Amount; or

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

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

     *    the Face  Amount  plus the Cash  Value of your  Policy  on the date of
          death; or

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

<TABLE>
<CAPTION>
                    Applicable Percentage of Cash Value Table
                         For Insureds Less Than Age 100

            Insured Person's Age                       Policy Cash Value Multiple
                                                               Percentage
<S>             <C>                                               <C>
                40 or under                                       250%
                     45                                           215%
                     50                                           185%
                     55                                           150%
                     60                                           130%
                     65                                           120%
                     70                                           115%
                  78 to 90                                        105%
                  95 to 99                                        101%
</TABLE>

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


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

     *    the Face Amount; or

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

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

Change in Death Benefit

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

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

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

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


Change in Face Amount

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

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

6.  TAXES

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

Life Insurance in General

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

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


Taking Money out of Your Policy

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

The Internal  Revenue Code (Code) also provides that any amount  received from a
MEC which is  included  in income may be subject to a 10%  penalty.  The penalty
will not apply if the  income  received  is:  (1) paid on or after the  taxpayer
reaches age 59 1/2 ; (2) paid if the taxpayer  becomes totally disabled (as that
term is defined in the Code); or (3) in a series of substantially equal payments
made  annually (or more  frequently)  for the life (or life  expectancy)  of the
taxpayer.

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

Diversification

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

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

7.  ACCESS TO YOUR MONEY

Policy Loans

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

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

     *    the Cash Value of the Policy on the date the loan request is received;
          less

     *    interest to the next loan interest due date; less

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

     *    any existing loan; less

     *    any surrender charge; plus

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

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

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

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

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



Loan Interest Charged

The  borrowing  rate we charge for  Policy  loan  interest  will be based on the
following schedule:
                           For Loans                          Annual
                           Outstanding During                 Interest Rate
                           -------------------                --------------
                           Policy Years     1-10              4.50%
                           Policy Years     11-20             4.25%
                           Policy Years     21+               4.15%

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

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

Security

The Policy will be the only security for the loan.

Repaying Policy Debt

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

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

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

Partial Withdrawals

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

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

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

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

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

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

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

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

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

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

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

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

Pro-Rata Surrender

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

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

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

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

Full Surrenders

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

8. OTHER INFORMATION

Cova

Cova Financial Services Life Insurance Company (Cova) was incorporated on August
17, 1981, as Assurance  Life Company,  a Missouri  corporation,  and changed its
name to Xerox  Financial  Services  Life  Insurance  Company in 1985. On June 1,
1995, a  wholly-owned  subsidiary  of General  American Life  Insurance  Company
purchased Cova,  which on that date changed its name to Cova Financial  Services
Life Insurance Company.

Cova is  licensed to do  business  in the  District  of Columbia  and all states
except for California, Maine, New Hampshire, New York and Vermont.

Distribution

Cova Life Sales  Company  (Life  Sales),  One Tower Lane,  Suite 3000,  Oakbrook
Terrace,  Illinois  60181-4644,  acts as the  distributor of the Policies.  Life
Sales is our affiliate.

[Commissions will be described in the Pre-Effective Amendment.]

The general agent  commission  schedules and rules differ for different types of
agency contracts.

Year 2000

We have developed and initiated  plans to assure that our computer  systems will
function properly in the year 2000 and later years.  These efforts have included
receiving  assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer  systems of the advisers  and  sub-advisers  of the various  Investment
Funds underlying the Separate Account.

Although an  assessment  of the total cost of  implementing  these plans has not
been  completed,  the total  amounts to be expended  are not  expected to have a
material effect on our financial  position or results of operations.  We believe
that we have taken all  reasonable  steps to address these  potential  problems.
There can be no  guarantee,  however,  that the steps  taken will be adequate to
avoid any adverse impact.

The Separate Account

We  established  a separate  account,  Cova  Variable Life Account One (Separate
Account), to hold the assets that underlie the policies.

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

Suspension of Payments or Transfers

We may be required  to suspend or postpone  any  payments or  transfers  for any
period when:

     1)   the New York Stock  Exchange is closed (other than  customary  weekend
          and holiday closings);

     2)   trading on the New York Stock Exchange is restricted;

     3)   an  emergency  exists as a result of which  disposal  of shares of the
          Investment Funds is not reasonably practicable or we cannot reasonably
          value the shares of the Investment  Funds;  4) during any other period
          when the Securities and Exchange Commission,

          by order, so permits for the protection of owners.

We may defer the portion of any transfer, amount payable or surrender, or Policy
Loan from the General Account for not more than 6 months.

Ownership

Owner. The Insured is the Owner of the Policy unless another person or entity is
shown as the Owner in the  application.  The  Owner is  entitled  to all  rights
provided  by the Policy.  If there is more than one Owner at a given  time,  all
Owners must exercise the rights of ownership by joint action. If the Owner dies,
and the Owner is not the Insured, the Owner's interest in the Policy becomes the
property  of his or her  estate  unless  otherwise  provided.  Unless  otherwise
provided,  the Policy is jointly  owned by all Owners  named in the Policy or by
the survivors of those joint owners.  Unless otherwise stated in the Policy, the
final Owner is the estate of the last joint Owner to die.

Beneficiary.  The Beneficiary is the person(s) or entity you name to receive any
death proceeds. The Beneficiary is named at the time the Policy is issued unless
changed at a later  date.  You can name a  contingent  Beneficiary  prior to the
death of the Insured.  Unless an irrevocable Beneficiary has been named, you can
change the  Beneficiary  at any time  before the  Insured  dies.  If there is an
irrevocable  Beneficiary,  all Policy  changes except  premium  allocations  and
transfers require the consent of the Beneficiary.

Primary and contingent Beneficiaries are as named in the application, unless you
make a change. To change a Beneficiary, you must submit a written request to us.
We may  require the Policy to record the  change.  The request  will take effect
when signed, subject to any action we may take before receiving it.

One or more irrevocable Beneficiaries may be named.

If a Beneficiary is a minor,  we will make payment to the guardian of his or her
estate. We may require proof of age of any Beneficiary.

Proceeds payable to a Beneficiary will be free from the claims of creditors,  to
the extent allowed by law.

Assignment.  You can assign the Policy.  A copy of any assignment  must be filed
with  our  Service  Office.  We are  not  responsible  for the  validity  of any
assignment.   If  you  assign  the   Policy,   your  rights  and  those  of  any
revocably-named person will be subject to the assignment. An assignment will not
affect any  payments we may make or actions we may take  before such  assignment
has been recorded at our Service Office. This may be a taxable event. You should
consult a tax adviser if you wish to assign the Policy.

Adjustment of Charges

The Policy is available  for purchase by  individuals,  corporations,  and other
institutions.  For certain  individuals and certain corporate or other groups or
sponsored  arrangements  purchasing one or more policies, we may waive or adjust
the  amount of the sales  charge,  contingent  deferred  sales  charge,  monthly
administrative  charge, or other charges where the expenses  associated with the
sale of the Policy or policies or the underwriting or other administrative costs
associated with the Policy or policies warrant an adjustment.

Sales, underwriting, or other administrative expenses may be reduced for reasons
such as expected  economies  resulting  from a corporate  purchase or a group or
sponsored  arrangement;  from the  amount  of the  initial  premium  payment  or
payments; or from the amount of projected premium payments. We will determine in
our  discretion  if, and in what amount,  an adjustment is  appropriate.  We may
modify the criteria for qualification for adjustment of charges as experience is
gained,  subject to the limitation  that such  adjustments  will not be unfairly
discriminatory against the interests of any owner.


PART II

<TABLE>
<CAPTION>
Executive Officers and Directors

Our directors and executive officers and their principal occupations for the past 5 years
are as follows:

Name of Principal Officers                  Principal Occupations During the Past Five Years
- -------------------------------------------------------------------------------------------------------------------

<S>                                     <C>
John W. Barber***                        Director of Cova, First Cova Life Insurance  Company
                                         (FCLIC) and Cova Financial Life  Insurance Company
                                         (CFLIC) - June, 1995 to present;  Vice President and
                                         Controller of General American - December, 1984 to
                                         present; President and Director of Equity
                                         Intermediary Company - October, 1988 to present.

William P. Boscow*                       Vice President of Cova and CFLIC - 1996 to present;
                                         Senior Vice President of Cova Life Management
                                         Company (CLMC), February, 1999 to present; First
                                         Vice President of CLMC, 1996 - January, 1999.

Constance A. Doern****                   Vice  President  of Cova and CFLIC - 1997 to
                                          present,  prior thereto Assistant Vice President  from
                                         1990 to 1996; Vice President of FCLIC  -  1997  to
                                         present, prior thereto Assistant Vice President from
                                         1993 to 1996; Vice President of J&H/KVI - 1989 to
                                         present.

Patricia E. Gubbe*                       Vice President  of Cova and CFLIC - 1989 to present;
                                         Vice President of FCLIC - 1992 to present; First Vice
                                         President of CLMC - 1996 to present, prior thereto
                                         Vice President from 1989 to 1996; President and
                                         Chief Compliance Officer of CLSC from February,
                                         1999 to present; Vice President and Chief
                                         Compliance Officer of CLSC - 1989 to January, 1999.

Philip  A. Haley*                        Executive Vice President of Cova, CFLIC and FCLIC
                                         - May 1997 to present; Vice  President  of Cova and
                                         CFLIC - 1990 to 1997;  Vice President of FCLIC -
                                         1992 to present; Vice President of CLSC - 1991 to
                                         present;  Senior Vice  President of CLMC - 1996 to
                                         present, prior thereto Vice President from 1989 to
                                         1996.

J. Robert Hopson*                        Vice President, Chief Actuary and Director of Cova
                                         and CFLIC -  1991  to  present;  Vice  President,
                                         Chief Actuary and Director of FCLIC - 1992 to
                                         present;  Senior Vice President, Chief Actuary and
                                         Director of CLMC - 1996 to present,  prior thereto
                                         Vice  President  and Director  from 1993 to 1996 and
                                         Vice President from 1991 to 1993.

Thomas E. Hughes, Jr.**                  Treasurer  and  Director  of Cova and CFLIC - June,
                                         1995 to present;  Treasurer  of  FCLIC  -  June,  1995
                                         to  present; Corporate  Actuary  and  Treasurer  of
                                         General  American  - October, 1994 to present.
                                         Formerly, Executive Vice President  - Group
                                         Pensions General American - March,  1990 to
                                         October, 1994.  In  addition to the Cova  companies,
                                         Director of the following  General American
                                         subsidiary  companies:  Paragon Life  Insurance
                                         Company  and  RGA  Reinsurance   Company  -
                                         October, 1994 to present. Treasurer of the following
                                         General American  subsidiary   companies:   Paragon
                                         Life  Insurance Company,  General Life Insurance
                                         Company of America, General Life Insurance
                                         Company,  General  American Holding Company,
                                         Red Oak Realty Company, Gen Mark Incorporated,
                                         Walnut Street Securities,  Inc.,  Walnut Street
                                         Advisers Inc.,  White Oak Royalty  Company,
                                         Walnut  Street  Funds,   Inc.  and  RGA Reinsurance
                                         Company - October, 1994 to present.

Douglas E. Jacobs*                       Vice President of Cova, CFLIC and CLMC - 1985 to
                                         present.

Lisa O. Kirchner****                     Vice  President  of Cova - 1997 to  present,  prior
                                         thereto Assistant Vice  President from 1990 to 1996;
                                         Vice President of CFLIC - 1997 to present,  prior
                                         thereto  Assistant  Vice President from 1988 to 1996;
                                         Vice President of FCLIC - 1997 to present, prior
                                         thereto Assistant Vice President from 1993 to 1996;
                                         Vice President of J&H/KVI - 1985 to present.

Richard A. Liddy**                       Chairman of the Board of  Directors of Cova,  CFLIC,
                                         FCLIC, CLMC,  Advisory and Cova Investment
                                         Allocation  Corporation (Allocation)  -  April, 1997 to
                                         present;  Chairman  of the Board,  President  and
                                         Chief  Executive  Officer  of General American  - May,
                                         1992 to  present;  Mr.  Liddy  also  holds various
                                         positions with the General American  subsidiaries as
                                         follows:  Chairman  of the Board and  President  of
                                         General American Mutual Holding Company,
                                         GenAmerica Corporation and General American
                                         Holding Company;  Chairman of the Board of
                                         Security Equity Life Insurance Company, Conning
                                         Corporation, The Walnut  Street Funds,  Inc.,
                                         General American Capital Company,  Reinsurance
                                         Group of America,  Inc.,  RGA  Life Reinsurance
                                         Company of Canada and RGA Reinsurance
                                         Company.

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

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

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

Leonard M. Rubenstein**                  Director of Cova, CFLIC, FCLIC and CLMC -
                                         January, 1996 to present;  Director of Advisory and
                                         Allocation  from 1995 to present;  Executive  Vice
                                         President and Director of General American  - 1992
                                         to  present.  Mr.  Rubenstein  also  holds
                                         various positions with the General American
                                         subsidiaries as follows:  Director and Treasurer of
                                         General American Capital Company;  Senior Vice
                                         President  Investments,  Treasurer and Director  of
                                         Reinsurance  Group of  America,  Incorporated;
                                         Director  of Paragon  Life  Insurance  Company;
                                         Director of General American Holding Company;
                                         Chief Executive  Officer, Chairman  and Director of
                                         Conning  Corporation;  Director of the  following:
                                         General Life  Insurance  Company,  Security
                                         Equity Life Insurance Company,  BHIF America de
                                         Vida Seguros S.A.  (Chile),  Manatial Seguros de
                                         Vida, S.A.  (Argentina), Red Oak Realty  Company,
                                         General Life Insurance  Company of America; RGA
                                         Reinsurance Company; Secretary and Director for
                                         RGA Sud America S.A.

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

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

Bernard J. Spaulding*                    Senior Vice President and General Counsel of Cova,
                                         CFLIC,  FCLIC and CLMC since March, 1999.

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

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

Peter L. Witkewiz*                       Vice President and Controller of Cova, CFLIC and
                                         FCLIC - July, 1998 to  present; Vice President of
                                         Cova, CFLIC and FCLIC - 1993 to June, 1998.
</TABLE>


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

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

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

**** Business  Address:  J&H/KVI,  1776 West Lakes Parkway,  West Des Moines, IA
     50266

Voting

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

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

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

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

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

Disregard  of Voting  Instructions

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

Legal Opinions

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

Our Right to Contest

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

Federal Tax Status

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

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

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

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

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

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

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

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

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

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

Tax  Treatment  of the Policy.  The Policy has been  designed to comply with the
definition  of life  insurance  contained in Section 7702 of the Code.  Although
some interim  guidance has been  provided  and  proposed  regulations  have been
issued,  final  regulations  have not  been  adopted.  Section  7702 of the Code
requires  the  use  of  reasonable  mortality  and  other  expense  charges.  In
establishing  these charges,  we have relied on the interim guidance provided in
IRS Notice 88-128 and proposed  regulations  issued on July 5, 1991.  Currently,
there is even less guidance as to a Policy  issued on a  substandard  risk basis
and thus it is even less clear  whether a Policy issued on such basis would meet
the requirements of Section 7702 of the Code.

While we have  attempted  to comply with Section  7702,  the law in this area is
very complex and unclear. There is a risk, therefore,  that the Internal Revenue
Service will not concur with our  interpretations of Section 7702 that were made
in determining such compliance.  In the event the Policy is determined not to so
comply,  it would not qualify for the favorable tax treatment  usually  accorded
life insurance  policies.  You should consult your own tax advisers with respect
to the tax consequences of purchasing the Policy.

Policy  Proceeds.  The tax treatment  accorded to loan proceeds and/or surrender
payments from the policies will depend on whether the Policy is considered to be
a MEC. (See "Tax Treatment of Loans and Surrenders.") Otherwise, we believe that
the Policy  should  receive the same federal  income tax  treatment as any other
type of life insurance. As such, the death benefit thereunder is excludable from
the gross income of the Beneficiary  under Section 101(a) of the Code. Also, you
are not  deemed  to be in  constructive  receipt  of the Cash  Surrender  Value,
including  increments  thereon,  under a Policy until there is a distribution of
such amounts.

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
owner or Beneficiary.

Tax Treatment of Loans And Surrenders.  Section 7702A of the Code sets forth the
rules for determining when a life insurance Policy will be deemed to be a MEC. A
MEC is a contract  which is entered into or materially  changed on or after June
21, 1988 and fails to meet the 7-pay test. A Policy fails to meet the 7-pay test
when the cumulative  amount paid under the Policy at any time during the first 7
Policy  years  exceeds the sum of the net level  premiums  which would have been
paid on or before such time if the Policy  provided for paid-up future  benefits
after the payment of seven (7) level annual  premiums.  A material  change would
include any increase in the future benefits or addition of qualified  additional
benefits provided under a Policy unless the increase is attributable to: (1) the
payment of premiums  necessary  to fund the lowest death  benefit and  qualified
additional  benefits  payable  in the  first  seven  Policy  years;  or (2)  the
crediting of interest or other earnings with respect to such premiums.

Furthermore,  any Policy  received in exchange for a Policy  classified as a MEC
will be treated as a MEC regardless of whether it meets the 7-pay test. However,
an exchange  under Section 1035 of the Code of a life  insurance  Policy entered
into before June 21, 1988 for the Policy will not cause the Policy to be treated
as a MEC if no additional premiums are paid.

Due to the flexible premium nature of the Policy,  the  determination of whether
it qualifies for treatment as a MEC depends on the individual  circumstances  of
each Policy.

If the Policy is classified as a MEC, then  surrenders  and/or loan proceeds are
taxable to the extent of income in the Policy.  Such distributions are deemed to
be on a last-in,  first-out basis, which means the taxable income is distributed
first.  Loan  proceeds  and/or  surrender  payments  may also be  subject  to an
additional 10% federal income tax penalty  applied to the income portion of such
distribution.  The penalty shall not apply,  however, to any distributions:  (1)
made on or after the date on which the taxpayer reaches age 59 1/2; (2) which is
attributable to the taxpayer  becoming  disabled  (within the meaning of Section
72(m)(7) of the Code); or (3) which is part of a series of  substantially  equal
periodic  payments made not less  frequently than annually for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life  expectancies)  of
such taxpayer and his Beneficiary.

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

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

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

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

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

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

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

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


Reports to Owners

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

Legal Proceedings

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

Experts

(to be filed by amendment)

Financial Statements

(to be filed by amendment)

Appendix - Illustrations of Death Benefits and Cash Values

(to be filed by amendment)


                                     PART II

                           UNDERTAKING TO FILE REPORTS

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

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

                                 INDEMNIFICATION

The Bylaws of the Company (Article IV, Section 1) provide that:

Each person who is or was a director,  officer or employee of the corporation or
is or was serving at the request of the  corporation  as a director,  officer or
employee of another  corporation,  partnership,  joint  venture,  trust or other
enterprise  (including the heirs,  executors,  administrators  or estate of such
person) shall be indemnified  by the  corporation as of right to the full extent
permitted or authorized  by the laws of the State of Missouri,  as now in effect
and as hereafter amended, against any liability,  judgment, fine, amount paid in
settlement,  cost and expenses (including attorney's fees) asseted or out of his
status as a director,  officer or employee of the  corporation  or if serving at
the request of the  corporation,  as a director,  officer or employee of another
corporation,   partnership,  joint  venture,  trust  or  other  enterprise.  The
indemnification  provided by this bylaw  provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other bylaw or
under  any  agreement,  vote  of  shareholders  or  disinterested  directors  or
otherwise,  and shall not limit in any way any right which the  corporation  may
have to make  different or further  indemnification  with respect to the same or
different persons or classes of persons.

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



                       CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the papers and documents:

     The  facing  sheet

     The  Prospectus  consisting  of 58  pages.

     Undertakings  to  file  reports.

     The  signatures.

     The  following  exhibits.

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

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

B.   Opinion and Consent of Counsel (to be filed by amendment)

C.   Consent of Actuary (to be filed by amendment)

D.   Consent of Independent Auditors (to be filed by amendment)

   * Incorporated by reference to Form S-6 (File No. 333-17963)
     electronically filed on December 16, 1996.

 ** Incorporated by reference to Pre-Effective Amendment No. 1 to
    Form S-6 (File No. 333-17963) electronically filed on March 24, 1997.

*** Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4
    (File Nos. 333-34741 and 811-5200) as electronically filed on January
    26, 1998.

**** Incorporated by reference to Post-Effective Amendment No. 3 to Form
     S-6 (File No. 333-17963) as electronically filed on April 30, 1999.

+   Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
    (File Nos. 333-34741 and 811-5200) as electronically filed on November
    19, 1997.


                                   SIGNATURES

As  required  by the  Securities  Act of 1933,  the Registrant has caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly  authorized  in the City of Oakbrook  Terrace and State of
Illinois on this 8th day of July, 1999.

                                      COVA  VARIABLE  LIFE  ACCOUNT  ONE

                                      Registrant

                                 By:  COVA  FINANCIAL  SERVICES  LIFE
                                      INSURANCE  COMPANY

                                 By: /S/ LORRY J. STENSRUD
                                    ______________________________



                                      COVA  FINANCIAL  SERVICES  LIFE
                                      INSURANCE  COMPANY

Attest:

/S/ MARK E. REYNOLDS                 /S/ LORRY J. STENSRUD
________________________             ______________________________
(Name)


Executive Vice President
________________________________
Title


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

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


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


/S/ LORRY J. STENSRUD                    President and Director                        7/8/99
- ---------------------                                                                  -------
Lorry J. Stensrud                                                                        Date

Leonard M. Rubenstein*                   Director                                      7/8/99
- ----------------------                                                                 -------
Leonard M. Rubenstein                                                                    Date

J. Robert Hopson*                        Director                                      7/8/99
- -----------------                                                                      -------
J. Robert Hopson                                                                         Date

William C. Mair*                         Director                                      7/8/99
- -----------------------                                                                -------
William C. Mair                                                                          Date

E. Thomas Hughes, Jr.*                                                                 7/8/99
- ----------------------                   Treasurer and Director                        -------
E. Thomas Hughes, Jr.                                                                    Date

Matthew P. McCauley*                     Director                                      7/8/99
- ----------------------                                                                 -------
Matthew P. McCauley                                                                      Date

John W. Barber*                          Director                                      7/8/99
- ----------------------                                                                 -------
John W. Barber                                                                           Date

/S/ MARK E. REYNOLDS                     Director                                      7/8/99
- ---------------------                                                                  -------
Mark E. Reynolds                                                                         Date

/S/ PETER L. WITKEWIZ                                                                  7/8/99
- ---------------------                    Controller                                    -------
Peter L. Witkewiz                                                                        Date
</TABLE>

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



                               INDEX TO EXHIBITS

INDEX NO.                                                                 PAGE


EX-99.A5    Flexible Premium Variable Life Insurance Policy
EX-99.A5.a. Accelerated Benefit Rider
EX-99.A5.b. Adjustable Benefit Term Rider
EX-99.A5.c. Anniversary Partial Withdrawal Rider
EX-99.A5.d. Guaranteed Survivor Plus Purchase Option Rider
EX-99.A5.e. Lifetime Coverage Rider
EX-99.A5.f. Preliminary Term Life Insurance Rider
EX-99.A5.g. Secondary Guarantee Rider
EX-99.A5.h. Supplemental Coverage Rider
EX-99.A5.i. Waiver of Monthly Deduction Rider
EX-99.A5.j. Waiver of Specified Premium Waiver
EX-99.A10   Application Forms



<TABLE>
<CAPTION>
         COVA                                                                              POLICY NUMBER:
COVA FINANCIAL SERVICES LIFE                                                               16,000,001
    INSURANCE COMPANY
    700 MARKET STREET
ST. LOUIS, MISSOURI 63101                                                                   INSURED:
                                                                                            John Doe



                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                Non-Participating

Flexible Premiums are payable during the lifetime of the Insured to Attained Age
100. If the Insured  dies while this policy is in force,  we will pay the policy
proceeds to the  beneficiary.  We must receive proof of the Insured's death. The
policy must also be  surrendered  to us after death occurs.  Any payment will be
subject to all of the provisions and conditions on this and the following  pages
of this policy.

THE  AMOUNT OF THE DEATH  BENEFIT  OR THE  DURATION  OF THE  DEATH  BENEFIT  MAY
INCREASE OR DECREASE UNDER THE CONDITIONS DESCRIBED ON PAGES 4.01 AND 4.02.

THE POLICY'S CASH VALUE IN EACH INVESTMENT  DIVISION OF THE SEPARATE  ACCOUNT IS
BASED ON THE INVESTMENT  EXPERIENCE OF THAT INVESTMENT DIVISION AND MAY INCREASE
OR DECREASE  DAILY.  IT IS NOT GUARANTEED AS TO DOLLAR AMOUNT.  SEE THE SEPARATE
ACCOUNT PROVISION.

THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT WILL BE CREDITED WITH INTEREST AT
A MINIMUM  GUARANTEED  RATE AS SHOWN ON THE POLICY  SPECIFICATIONS  PAGE. WE MAY
CREDIT  ADDITIONAL  INTEREST IN EXCESS OF THE  GUARANTEED  RATE. SEE THE GENERAL
ACCOUNT CASH VALUE PROVISION.



                             RIGHT TO EXAMINE POLICY


Please  read  this  policy.  You may  return  this  policy to us or to the agent
through  whom it was  purchased  within 20 days from the date you  receive it or
within 45 days after the application is signed,  whichever period ends later. If
you return it within this period, the policy will be void from the beginning. We
will refund any premium paid.

This policy is a legal  contract  between  the  policyowner  and Cova  Financial
Services Life Insurance Company. PLEASE READ YOUR CONTRACT CAREFULLY. This cover
sheet  provides only a brief  outline of some of the important  features of your
policy.  This cover sheet is not the  complete  insurance  contract and only the
actual policy provisions will control.  The policy itself sets forth, in detail,
the  rights  and  obligations  of both you and your  insurance  company.  It is,
therefore, important that you read your policy.

Signed  for the  company at its  Service  Center,  St.  Louis,  Missouri  63128.
[800-123-4567]



       SECRETARY                                                PRESIDENT

                                      0.01




CLP001
(5/99)








                        ALPHABETIC GUIDE TO YOUR CONTRACT



Page                                                          Page

<S>                                                           <C>
3.07    Addition, Deletion or Substitution                    3.05    Misstatement of Age or Sex and
        of Investments                                                Corrections
4.04    Allocation of Net Premiums                            6.04    Monthly Cost of Insurance
3.04    Assignments                                           6.06    Monthly Deduction
6.09    Basis of Computation                                  6.05    Monthly Policy Charge
3.02    Beneficiary                                           6.04    Net Investment Factor
6.06    Cash Surrender Value                                  4.03    Net Premium
6.02    Cash Values                                           3.02    Owner
4.02    Change in Contract Type                               6.06    Partial Withdrawals
4.02    Change in Face Amount                                 7.01    Payment of Policy Benefits
3.05    Change of Insured                                     4.03    Payment of Premiums
3.04    Change of Owner or Beneficiary                        4.02    Policy Changes
3.04    Claims of Creditors                                   4.01    Policy Proceeds
3.04    Conformity with Statutes                              6.08    Postponement of Payments
4.01    Death Benefit                                                 or Transfers
3.01    Definitions                                           4.05    Reinstatement
6.02    General Account Cash Value                            3.04    Requests for Changes and/or
6.03    General Account Interest Rate                                 Information
4.04    Grace Period                                          6.03    Separate Account Cash Value
3.05    Incontestability                                      3.06    Separate Account Provisions
7.01    Interest on Proceeds                                  3.04    Statements in Application
3.01    Issue Date                                            3.05    Suicide Exclusion
6.04    Loan Account Cash Value                               6.06    Surrender
6.01    Loans                                                 3.07    Transfers





Additional Benefit Riders,  Modifications and Amendments,  if any, and a Copy of
the Application are found following the final section.


























CLP001                                  0.02
(5/99)













1.   POLICY SPECIFICATIONS



                          GENERAL POLICY SPECIFICATIONS



INSURED                        [JOHN DOE]           INITIAL PREMIUM PAID                    [$887.71]
POLICY NUMBER                [16,000,001]           PLANNED ANNUAL PREMIUM                  [$887.71]
ISSUE DATE              [JANUARY 1, 1999]             MINIMUM INITIAL ANNUAL
FACE AMOUNT                     [$50,000]               PREMIUM AMOUNT                      [$887.71]
CONTRACT TYPE                  [OPTION A]           QUALIFIED ROLLOVER PREMIUM                [$0.00]
INSURED AGE                          [35]           TARGET PREMIUM                          [$508.00]
SEX                                [MALE]           TARGET PREMIUM (BASE ONLY)              [$425.00]
RISK CLASSIFICATION             [STANDARD           NO LAPSE ANNUAL PREMIUM                 [$804.55]
                                  SMOKER]           NO LAPSE PREMIUM DATE           [JANUARY 1, 2004]
                                                    PREMIUM TAX CHARGE                        [2.10%]
                                                    FEDERAL TAX CHARGE                         [1.3%]
                                                    MAXIMUM PERCENT OF PREMIUM CHARGE -
                                                     1ST YEAR: UP TO TARGET PREMIUM             [15%]
                                                                 ABOVE TARGET PREMIUM            [5%]
                                                                 QUALIFIED ROLLOVER
                                                                      PREMIUM                    [0%]
                                                     YEARS 2-10                                  [5%]
                                                     YEARS 11+                                   [2%]
                                                    SECONDARY GUARANTEE PREMIUM             [$887.71]
                                                    SECONDARY GUARANTEE DATE        [JANUARY 1, 2019]



FORM                        BENEFITS -      AS SPECIFIED IN POLICY
NUMBERS                                     AND IN ANY RIDER


                            POLICY PLAN:       FLEXIBLE PREMIUM VARIABLE
                                               LIFE INSURANCE


CLP001
CLP100
CLP101
CLP102
CLP103
CLP300
CLP400
CLP600
CLP700
CLR1             ACCELERATED BENEFIT RIDER
CLR2             ADJUSTABLE BENEFIT TERM RIDER
CLR3             ANNIVERSARY PARTIAL WITHDRAWAL RIDER
CLR4             $100,000 GUARANTEED SURVIVOR PURCHASE OPTION RIDER
CLR5             LIFETIME COVERAGE RIDER
CLR6             $55,000 PRELIMINARY TERM RIDER
CLR7             SECONDARY GUARANTEE RIDER
CLR8             $5,000 SUPPLEMENTAL COVERAGE TERM RIDER
CLR10            WAIVER OF SPECIFIED PREMIUM RIDER
                    $91.30 MONTHLY PREMIUM WAIVED
CLP100                                          1.01









2.   POLICY SPECIFICATIONS


VARIABLE LIFE SEPARATE ACCOUNT                                                      [1]
GENERAL ACCOUNT CASH VALUE
    GUARANTEED INTEREST RATE                                                       [4%]
GENERAL ACCOUNT MAXIMUM
    ALLOCATION PERCENT                                                           [100%]
GENERAL ACCOUNT MAXIMUM
    WITHDRAWAL PERCENT LIMIT                                                      [25%]
MAXIMUM MONTHLY COST OF
    INSURANCE FACTOR                                                        [1.0032737]
MAXIMUM DAILY MORTALITY AND
EXPENSE RISK PERCENTAGE:
    YEARS 1-10                                                             [0.0015027%]
    YEARS 11 -20                                                           [0.0012301%]
    YEARS 21+                                                              [0.0009572%]
MAXIMUM ANNUAL MORTALITY AND EXPENSE
RISK PERCENTAGE:
    YEARS 1-10                                                                  [0.55%]
    YEARS 11-20                                                                 [0.45%]
    YEARS 21+                                                                   [0.35%]
MAXIMUM MONTHLY POLICY CHARGE:
    1ST YEAR                                                                   [$25.00]
    YEARS 2+                                                                    [$6.00]
MAXIMUM SELECTION AND ISSUE
    EXPENSE CHARGE RATE:
    YEARS 1-10                                                                [$0.0875]
    YEARS ll+                                                                      [$0]
MINIMUM FACE AMOUNT                                                           [$50,000]
MINIMUM FACE AMOUNT INCREASE                                                   [$5,000]
MINIMUM FACE AMOUNT DECREASE                                                   [$5,000]
MAXIMUM FEE FOR PROJECTION OF                                                 [$25.00]
    BENEFITS AND VALUES
MAXIMUM TRANSFER/
    PARTIAL WITHDRAWAL CHARGE                                                  [$25.00]
GUARANTEED INTEREST RATE ON                                                      [4.0%]
    PROCEEDS
7702 TABLE                                                    [1980 CSO MORTALITY TABLE
                                                                     FOR A MALE SMOKER,
                                                                  AGE NEAREST BIRTHDAY]
BASIS OF COMPUTATION OF MINIMUM                               [19BO CSO MORTALITY TABLE
    CASH VALUES                                                      FOR A MALE SMOKER,
                                                                  AGE NEAREST BIRTHDAY]


MONTHLY RIDER (CLR5) COST OF INSURANCE
    RATE                                                                         [0.76]
MONTHLY RIDER (CLR6) COST OF INSURANCE
    RATE                                                                         [0.02]
MONTHLY RIDER CHARGE FOR ADJUSTABLE
    BENEFIT TERM RIDER                                                           [0.00]



CLP100                                      1.02

















3.   POLICY SPECIFICATIONS



INSURED                          [JOHN DOE]
ISSUE DATE                       [JANUARY 1, 1999]
POLICY NUMBER                    [16,000,001]



DESIGNATED                       ISSUE             RISK                MONTHLY EXPENSE
INSURED                          AGE        SEX    CLASSIFICATION       CHARGE RATE


[JAMES DOE]                      [20]       [M]     [STANDARD SMOKER]     [.03917]













































CLP100                                  1.03









                            SURRENDER CHARGE SCHEDULE






INSURED:                             JOHN DOE               POLICY NUMBER:                 16,000,001
FACE AMOUNT:                          $50,000               COVERAGE:                            FPVL
TARGET PREMIUM (Base Only):           $425.00               EFFECTIVE DATE:           JANUARY 1, 1999






                        MAXIMUM                                                       MAXIMUM
POLICY                 SURRENDER                                POLICY               SURRENDER
MONTH                    CHARGE                                 MONTH                  CHARGE


   1-60                   45.00%                                  91                    24.17%
   61                     44.58%                                  92                    23.33%
   62                     44.17%                                  93                    22.50%
   63                     43.75%                                  94                    21.67%
   64                     43.33%                                  95                    20.83%
   65                     42.92%                                  96                    20.00%
   66                     42.50%                                  97                    19.17%
   67                     42.08%                                  98                    18.33%
   68                     41.67%                                  99                    17.50%
   69                     41.25%                                  100                   16.67%
   70                     40.83%                                  101                   15.83%
   71                     40.42%                                  102                   15.00%
   72                     40.00%                                  103                   14.17%
   73                     39.17%                                  104                   13.33%
   74                     38.33%                                  105                   12.50%
   75                     37.50%                                  106                   11.67%
   76                     36.67%                                  107                   10.83%
   77                     35.83%                                  108                   10.00%
   78                     35.00%                                  109                    9.17%
   79                     34.17%                                  110                    8.33%
   80                     33.33%                                  1ll                    7.50%
   81                     32.50%                                  112                    6.67%
   82                     31.67%                                  113                    5.83%
   83                     30.83%                                  114                    5.00%
   84                     30.00%                                  115                    4.17%
   85                     29.17%                                  116                    3.33%
   86                     28.33%                                  117                    2.50%
   87                     27.50%                                  118                    1.67%
   88                     26.67%                                  119                    0.83%
   89                     25.83%                                  120                    0.00%
   90                     25.00%















CLP101














               TABLE OF GUARANTEED MONTHLY COST OF INSURANCE RATES
                              RATES ARE PER $1,000


COVERAGE:                         FPVL                           INSURED:                     JOHN DOE
POLICY NUMBER:              16,000,001                           ISSUE DATE:           JANUARY 1, 1999





ATTAINED AGE           RATE              ATTAINED AGE                 RATE          ATTAINED AGE        RATE

    35                0.2191                   57                    1.5075             79             9.4575
    36                0.2341                   58                    1.6408             80            10.1325
    37                0.2533                   59                    1.7791             81            10.8675
    38                0.2750                   60                    1.9325             82            11.6833
    39                0.3000                   61                    2.1050             83            12.5858
    40                0.3283                   62                    2.2991             84            13.5408
    41                0.3616                   63                    2.5191             85            14.5166
    42                0.3958                   64                    2.7616             86            15.4816
    43                0.4350                   65                    3.0241             87            16.4216
    44                0.4758                   66                    3.2975             88            17.4475
    45                0.5225                   67                    3.5841             89            18.4600
    46                0.5691                   68                    3.8791             90            19.4741
    47                0.6200                   69                    4.1933             91            20.5100
    48                0.6733                   70                    4.5400             92            21.6108
    49                0.7333                   71                    4.9241             93            23.0250
    50                0.7966                   72                    5.3608             94            24.8458
    51                0.8700                   73                    5.8525             95            27.4966
    52                0.9516                   74                    6.3883             96            32.0458
    53                1.0450                   75                    6.9808             97            40.0166
    54                1.1500                   76                    7.5916             98            54.8316
    55                1.2616                   77                    8.2100             99            83.3333
    56                1.3825                   78                    8.8259             100+           0.0000







THESE  RATES  ARE FOR THE BASE  POLICY  AT  ISSUE.  THEY  ARE  BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY MORTALITY TABLE A, SMOKER.











CLP102













                   DEATH BENEFIT OPTION C ATTAINED AGE FACTORS






COVERAGE:                        FPVL                                   INSURED:                JOHN DOE
POLICY NUMBER:             16,000,001                                   ISSUE DATE:          JAN 1, 1999





    ATTAINED                            ATTAINED                             ATTAINED
      AGE                  RATE           AGE                  RATE            AGE                   RATE


      35                 3.54993           57                 1.868348          79                   1.258853
      36                 3.435786          58                 1.824082          80                   1.245117
      37                 3.325754          59                 1.78175           81                   1.232006
      38                 3.219954          60                 1.74117           82                   1.219531
      39                 3.118295          61                 1.702324          83                   1.207765
      40                 3.020724          62                 1.665225          84                   1.196784
      41                 2.927158          63                 1.629891          85                   1.186567
      42                 2.837596          64                 1.596361          86                   1.177009
      43                 2.75175           65                 1.564606          87                   1.167922
      44                 2.669579          66                 1.534553          88                   1.159075
      45                 2.590837          67                 1.506032          89                   1.150468
      46                 2.515496          68                 1.478903          90                   1.141859
      47                 2.443231          69                 1 452988          91                   1.132984
      48                 2.373933          70                 1.428197          92                   1.123539
      49                 2.307409          71                 1.404534          93                   1.113181
      50                 2.243622          72                 1.382011          94                   1.101799
      51                 2.182405          73                 1.360714          95                   1.089164
      52                 2.123792          74                 1.340715          96                   1.07518
      53                 2.067728          75                 1.322003          97                   1.060138
      54                 2.014227          76                 1.304624          98                   1.044166
      55                 1.963262          77                 1.288433          99                   1.026482
      56                 1.914671          78                 1.273247          100+                 1.01000


























CLP103








                          1. DEFINITIONS IN THIS POLICY


We, Us and Our         Cova Financial Services Life Insurance Company.

You and Your           The owner of this policy. The owner may be someone other than the Insured.
                       In the application the words "You" and "Your" refer to the proposed Insured
                       person(s).

Insured                The person whose life is insured under this policy. See the Policy Specifications page.

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

Attained Age           The Issue Age plus the number of completed policy years. This includes any period
                       during which this policy was lapsed.

Issue Date             The effective date of the coverage under this policy which is the Issue Date shown on
                       the Policy Specifications page. It is also the date from which policy anniversaries,
                       policy years, and policy months are measured.

Investment             The date the first premium is applied to the General Account and/or the Divisions of
Start Date             the Separate Account. This date will be the later of:
                            The Issue Date of the policy; or
                            The date we receive the first premium at our Service Center.

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

General Account        The assets held by us, excluding any loans, other than those allocated to the Divisions
                       of the Separate Account or any other Separate Account.

Separate Account       A separate investment account created by us to receive and invest net premiums
                       received for this policy or other policies. The Separate Account is listed on the Policy
                       Specifications page.

Loan Account           The account to which we will transfer from the General Account and the Divisions of
                       the Separate Account the amount of any policy loan.

Loan SubAccount        A Loan SubAccount exists for the General Account and each Division of the Separate
                       Account. Any cash value transferred to the Loan Account will be allocated to the
                       appropriate Loan SubAccount to reflect the origin of the cash value. At any point in
                       time, the Loan Account will equal the sum of all the Loan SubAccounts.

Valuation Date         Each day that the New York Stock Exchange is open for trading, our Service Center is
                       open for business and the SEC has not restricted trading or declared an emergency.

SEC                    The United States Securities and Exchange Commission.

Service Center         P.O. Box 14490, St. Louis, Mo 63178, phone number [800-123-4567].




CLP300                                                        3.01
(5/99)







2.   PERSONS WITH AN INTEREST IN THE POLICY


         Owner                     The owner of this policy is as shown in the application or in any supplemental
                                   agreement attached to this policy, unless later changed as provided in this policy. If
                                   there is more than one owner at a given time, all must exercise the rights of ownership
                                   by joint action. Ownership may be changed in accordance with the Change of Owner
                                   or Beneficiary provision.

                                   You, as owner, are entitled to exercise all ownership rights provided by this policy,
                                   while it is in force. Any person whose rights of ownership depend upon some future
                                   event will not possess any present rights of ownership. If the owner is a trustee(s), we
                                   may act in reliance upon the written request of any trustee and we are not responsible
                                   for proper administration of the trust. Unless otherwise provided, the final owner will
                                   be the estate of the last owner to die.

         Beneficiary               The beneficiary to receive the proceeds in the event of the Insured's death is as shown
                                   in the application or in any supplemental agreement attached to this policy, unless
                                   later changed as provided in the policy. You may change the beneficiary in
                                   accordance with the Change of Owner or Beneficiary provision. Unless otherwise
                                   stated, the beneficiary has no rights in this policy before the death of the Insured. If
                                   there is more than one beneficiary at the death of the Insured, each will receive equal
                                   payments unless otherwise provided. Unless you provide otherwise, if a beneficiary
                                   dies prior to the Insured's death, that beneficiary's share will be paid to the living
                                   beneficiaries of that class. The deceased beneficiary's share will be paid in the same
                                   proportion as the living beneficiaries' shares. If there are no beneficiaries living when
                                   the Insured dies, or at the end of any Common Disaster period, the proceeds
                                   (commuted if required) will be payable to you, if you are living, or to your estate.

                                   Any payment we make will terminate our liability with respect to such payment. If the
                                   Insured designates specific amounts to be paid to specific beneficiaries and the total
                                   of those amounts is other than the amount of proceeds payable, the proceeds payable
                                   will be adjusted and paid in the same proportion as the specific amounts were to be
                                   paid.

                                   Any term used in the masculine, feminine, singular or plural, will include or be the
                                   opposite gender or number where necessary.

                                   If any beneficiary designation in the application includes any of the following
                                   provisions, the terms of that provision shown below will apply:

                                   1.    Per Stirpes.       The share of a deceased beneficiary will be paid to that
                                         beneficiary's surviving children, equally.

                                   2.    Common Disaster.         We will not make payment until the stated number of days
                                         after the Insured's death. If any beneficiary dies during this period, or if the order
                                         of death of any beneficiary and the Insured cannot be determined, we will pay as
                                         though such beneficiary died first.

                                   3.    Trust for Minor Beneficiary.          The original or successor trustee for a minor
                                         beneficiary will serve without bond and exercise all rights and receive all proceeds
                                         for the minor beneficiary. Such proceeds will be held in a separate trust and used
                                         at the trustee's discretion for such minor's education, support, care and general
                                         welfare. The trust will terminate at the legal age of majority or prior death of the
                                         minor beneficiary. Any funds then held by the trustee will be paid in one sum to
                                         such beneficiary or the beneficiary's estate. The trust can be revoked by a change
                                         of beneficiary under the policy. Payment to any trustee will discharge us to the
                                         extent of such payment.







CLP300                                                            3.02
(5/99)









                                 4.   Trust Under Will.      When we receive at our Service Center:
                                      a) Certified copies of the Last Will and Testament of the named testator; and

                                      b) The order admitting the Will to probate; and if such Will created a trust
                                          capable of receiving proceeds; then we will pay the proceeds to the trustee.

                                      If, before we receive these documents, satisfactory proof is furnished that:

                                      a)  the testator died intestate; or

                                      b) the Will created no trust capable of receiving proceeds; or

                                      c) the testator was not the insured, but survived the insured;
                                      then we will pay the proceeds to you, unless otherwise provided.
                                      If we pay under any of these conditions, we will be discharged to the extent of
                                      such payment. We are not required to check into the validity, general terms or
                                      proper administration of the trust. Such trustee designation will not affect your
                                      rights under the policy, including the right to change the beneficiary.

                                 5.   Trust Under Separate Written Agreement.                When we receive at our
                                      Service Center a written statement from the trustee named in the beneficiary
                                      designation that:

                                      a) the trust agreement is in force; and

                                      b) the agreement permits the trustee to receive the proceeds;
                                      then we will pay the proceeds to the trustee.

                                      If, before we receive the trustee's statement, satisfactory proof is furnished that:

                                      a) the trust agreement is not in effect; or

                                      b) the agreement does not permit the trustee to receive the proceeds;
                                      then we will pay the proceeds to you, unless otherwise provided.
                                      It we pay under any of these conditions, we will be discharged to the extent of
                                      such payment. We are entitled to rely on any statements or documents furnished
                                      to us by the trustee and are not required to check into the validity, general terms
                                      or proper administration of the trust agreement. Such trustee designation will not
                                      affect your rights under the policy, including the right to change the beneficiary.

                                 6.   Irrevocable Beneficiary.         You cannot change an irrevocable beneficiary
                                      without the written consent of such beneficiary. Also, you cannot exercise any
                                      other ownership rights without the consent of such beneficiary, if the exercise of
                                      such rights will have the effect of diminishing the rights and interest of the
                                      irrevocable beneficiary.

                                 7.   Creditor Beneficiary.        Proceeds payable to any creditor beneficiary are
                                      limited to its provable interest. The balance of any proceeds will be paid to any
                                      other named beneficiary. It there is no other beneficiary living, we will pay the
                                      proceeds to you, unless otherwise provided. You cannot change a creditor
                                      beneficiary without the written consent of the creditor or release of its interest.
                                      Also, you cannot exercise any other ownership rights without the consent of such
                                      beneficiary, if the exercise of such rights will have the effect of diminishing the
                                      rights and interest of the creditor beneficiary.







CLP300                                                       3.03
(5/99)







          Change of                During the Insured's lifetime you may change the ownership and beneficiary
          Owner or                 designations, subject to any restrictions as stated in the Owner or Beneficiary
          Beneficiary              provisions. You must make the change in written form satisfactory to us. If acceptable
                                   to us the change will take effect as of the time you signed the request, whether or not
                                   the Insured is living when we receive your request at our Service Center. The change
                                   will be subject to any assignment of this policy or other legal restrictions. It will also be
                                   subject to any payment we made or action we took before we received your written
                                   notice of the change. We have the right to require the policy for endorsement before
                                   we accept the change.

                                   If you are also the beneficiary of the policy at the time of the Insured's death, you may
                                   designate some other person to receive the proceeds of the policy within 60 days after
                                   the Insured's death.


          Assignments              We will not be bound by an assignment of the policy or of any interest in it unless:

                                   1. The assignment is made as a written instrument,

                                   2.   You file the original instrument or a certified copy with us at our Service Center,
                                        and

                                   3.   We send you an acknowledged copy.

                                   We are not responsible for determining the validity of any assignment.
                                   If a claim is based on an assignment, we may require proof of interest of the claimant.
                                   A valid assignment will take precedence over any claim of a beneficiary.

          Requests For             Submit all requests for change and/or information in writing to our Service Center.
          Changes and/or
          Information

                                   3. GENERAL PROVISIONS


          The Contract             We have issued this policy in consideration of the application and payment of
                                   premiums. The policy, the application for it, any riders and any application for an
                                   increase in face amount constitute the entire contract and are attached to and made a
                                   part of the policy when the insurance applied for is accepted. A copy of any
                                   application for reinstatement will be sent to you for attachment to this policy and will
                                   become part of the contract of reinstatement and of this policy. The policy may be
                                   changed by mutual agreement. Any change must be in writing and approved by our
                                   President, Vice-President or Secretary. Our agents have no authority to alter or modify
                                   any terms, conditions, or agreements of this policy, or to waive any of its provisions.

          Conformity with          If any provision in this policy is in conflict with the laws of the state which govern this
          Statutes                 policy, the provision will be deemed to be amended to conform with such laws. In
                                   addition, we reserve the right to change this policy if we determine that a change is
                                   necessary to cause this policy to comply with, or give you the benefit of, any federal or
                                   state statute, rule, or regulation, including, but not limited to, requirements for life
                                   insurance contracts under the Internal Revenue Code, or its regulations or published
                                   rulings.

          Statements in            All statements made by the Insured or on his or her behalf, or by the applicant, will be
          Application              deemed representations and not warranties, except in the case of fraud. Material
                                   misstatements will not be used to void the policy, any rider or any increase in face
                                   amount or deny a claim unless made in the application for a policy, a rider or an
                                   increase in face amount.


          Claims of                To the extent permitted by law, neither the policy nor any payment under it will be
          Creditors                subject to the claims of creditors or to any legal process.



CLP300                                                           3.04
(5/99)








          Right to Examine         You have the right to request us to cancel an increase in face amount and receive a
          Increase in              premium refund. The request must be in writing and must be made no later than:
          Face Amount                   20 days from the date you received the new Policy Specifications page for the
                                        increase; or
                                   -    45 days after the date you signed the application for the increase.

                                   If you do request us to cancel the increase, the monthly deductions associated with
                                   that increase will be restored to the policy's cash value. This amount will be allocated
                                   to the General Account and the Divisions of the Separate Account in the same manner
                                   as it was deducted.


          Conversion Rights        While your policy is in force, you have a one time right during the first two policy years
                                   to transfer all of your cash value from the Divisions of the Separate Account to the
                                   General Account.

                                   If, at any time during the first two policy years, you request in writing the transfer of the
                                   cash value held in the Divisions of the Separate Account to the General Account and
                                   you indicate that you are making this transfer in exercise of your conversion rights, the
                                   transfer will not be subject to a transfer charge or transfer limits, if any. At the time of
                                   such transfer, there will not be any effect on the policy's death benefit, face amount,
                                   net amount at risk, rate class or Issue Age.

                                   If you exercise your one time conversion right, we will automatically allocate all future
                                   net premiums to the General Account.

          Misstatement of          If there is a misstatement of age or sex in the application, the amount of the death
          Age or Sex and           benefit will be that which would be purchased by the most recent monthly cost of
          Corrections              insurance charge at the correct age or sex.

                                   If we make any payment or policy changes in good faith, relying on our records, or
                                   evidence supplied to us, our duty will be fully discharged. We reserve the right to
                                   correct any errors in the policy.

          Incontestability         We cannot contest this policy after it has been in force during the lifetime of the
                                   Insured for two years from its Issue Date. We cannot contest an increase in face
                                   amount with regard to material misstatements made concerning such increase after it
                                   has been in force during the lifetime of the Insured for two years from its effective date.
                                   We cannot contest any reinstatement of this policy, with regard to material
                                   misstatements made concerning such reinstatement, after it has been in force during
                                   the lifetime of the Insured for a period of two years from the date we approve the
                                   reinstatement. This provision will not apply to any rider which contains its own
                                   incontestability clause.

          Suicide Exclusion        If the Insured dies by suicide, while sane or insane, within two years from the Issue
                                   Date (or within the maximum period permitted by law of the state in which this policy
                                   was delivered, if less than two years), the amount payable will be limited to the amount
                                   of premiums paid, less any outstanding policy loans with interest to the date of death,
                                   and less any partial withdrawals.

                                   If the Insured, while sane or insane, commits suicide within two years after the
                                   effective date of any increase in face amount, the death benefit for that increase will be
                                   limited to the monthly deductions for the increase.


          Change of                While this policy is in force, you may change the Insured. To do this, you must meet
          Insured                  the requirements established by us. Any rider attached to this policy may be continued
                                   only with our consent. We reserve the right to charge a nominal fee for processing a
                                   change of Insured.





CLP300                                                           3.05
(5/99)






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

          Projection of          You may make a written request to us for a projection of illustrative future cash values
          Benefits and           and death benefits. If requested more than once per policy year, this projection will be
          Values                 furnished to you for a nominal fee. This fee will not exceed the Maximum Fee for
                                 Projection of Benefits and Values shown on the Policy Specifications page.


                                 4. SEPARATE ACCOUNT PROVISIONS


          Separate Account       The variable benefits under this policy are provided through investments in the
                                 Separate Account. This account is used for flexible premium variable life insurance
                                 policies and, if permitted by law, may be used for other policies or contracts as well.
                                 We hold the assets of the Separate Account. These assets are held separately from the
                                 assets held in the General Account. Income, gains and losses --- whether or not
                                 realized --- from assets allocated to the Separate Account will be credited to or charged
                                 against the account without regard to our other income, gains or losses.
                                 The portion of the assets held by the Separate Account equal to the reserves and
                                 other policy liabilities with respect to the Separate Account will not be charged with
                                 liabilities that arise from any other business we may conduct. We have the right to
                                 transfer to our General Account any assets of the Separate Account which are in
                                 excess of the reserves and other policy liabilities of the Separate Account.
                                 The Separate Account is registered with the Securities and Exchange Commission as
                                 a unit investment trust under the Investment Company Act of 1940. The Separate
                                 Account is also subject to the laws of the State of Missouri, which regulate the
                                 operations of insurance companies incorporated in Missouri. The investment policy of
                                 the Separate Account will not be changed without the approval of the Insurance
                                 Commissioner of the State of Missouri. The approval process is on file with the
                                 Insurance Commissioner of the state in which this policy was delivered.

           Divisions              The Separate Account has several Divisions. Each Division invests in a corresponding
                                 investment portfolio from one or more registered investment companies.

                                 Income, gains and losses --- whether or not realized --- from the assets of each Division
                                 of the Separate Account are credited to or charged against that Division without
                                 regard to income, gains or losses in other Divisions of the Separate Account or in the
                                 General Account.

                                 We will value the assets of each Division of the Separate Account at the end of each
                                 valuation period. A valuation period is the period between two successive Valuation
                                 Dates. A Valuation Date is any day that benefits vary and on which the New York Stock
                                 Exchange and our Service Center are open for business or any other day that may be
                                 required by any applicable Securities and Exchange Commission Rules and
                                 Regulations.















CLP300                                                        3.06
(5/99)








          Transfers               You may transfer amounts as follows:
                                      Between the General Account and the Divisions of the Separate Account; or
                                      Among the Divisions of the Separate Account.
                                      The first 12 requested transfers and/or partial withdrawals per policy year will be
                                      allowed free of charge; thereafter we may impose a transfer charge not to exceed
                                      the Maximum Transfer/Partial Withdrawal Charge shown on the Policy
                                      Specifications page.

                                  These transfers will be subject to the following conditions:
                                      We must receive a request for transfer in a form acceptable to us.
                                      Transfers from or among the Divisions of the Separate Account must be at least
                                      $500.00 or the entire amount you have in a Division, if smaller.

                                      Transfers and/or partial withdrawals from the General Account to the Divisions of
                                      the Separate Account must be at least $500.00. The maximum amount of all
                                      transfers and partial withdrawals from the General Account in any policy year will
                                      be the greater of (1) or (2):

                                      1.   The cash surrender value of the General Account at the beginning of that
                                           policy year multiplied by the General Account Maximum Withdrawal Percent
                                           Limit, as shown on the Policy Specifications page.

                                      2. The previous year's General Account maximum withdrawal amount.

                                      The General Account Cash Value immediately after any transfer in to the General
                                      Account cannot exceed 1., below, multiplied by 2., below:

                                      1.   The General Account Cash Value plus the Separate Account Cash Value.

                                      2.   The General Account Maximum Allocation Percent as shown on the Policy
                                           Specifications page.

                                  We may revoke or modify the transfer privilege at any time, including the minimum
                                  amount transferable, the General Account Maximum Allocation Percent, and the
                                  transfer charge, if any.

          Addition, Deletion      We reserve the right, subject to compliance with applicable law, to make additions to,
          or Substitution         deletions from, or substitutions for the shares of a fund that are held by the Separate
          of Investments          Account or that the Separate Account may purchase. We reserve the right to eliminate
                                  the shares of any of the funds of this policy and to substitute shares of another fund of
                                  a registered investment company, if the shares or funds are no longer available for
                                  investment or if in our judgement, further investment in any fund should become
                                  inappropriate in view of the purpose of the policy. We will not substitute any shares
                                  attributable to the owner's interest in a Division of the Separate Account without notice
                                  to the owner and compliance with the Investment Company Act of 1940. This will not
                                  prevent the Separate Account from purchasing other securities for other series or
                                  classes of policies, or from permitting conversion between series or classes of policies
                                  or contracts on the basis of requests made by owners.

                                  We reserve the right to establish additional Divisions of the Separate Account which
                                  would invest in shares of registered investment companies and to make such Divisions
                                  available to such class or series of policies as we deem appropriate. We also reserve
                                  the right to eliminate or combine existing Divisions of the Separate Account or to
                                  transfer assets between Divisions.

                                  If we consider it to be in the best interest of persons having voting rights under the
                                  policies, the Separate Account may be operated as a management company under the
                                  Investment Company Act of 1940; it may be deregistered under that Act in the event
                                  registration is no longer required; it may be combined with other separate accounts; or
                                  its assets may be transferred to other separate accounts.





CLP300                                                        3.07
(5/99)








                                   5. POLICY BENEFITS


              Policy Proceeds      The policy proceeds are:

                                   1.     The death benefit under the Contract Type then in effect; plus

                                   2.     The monthly cost of insurance for the portion of the policy month from
                                          the date of death to the end of the policy month of death; minus

                                   3.     Any payment due under the Grace Period provision as of the date of
                                          death; minus

                                   4.     Any loan and loan interest due.

              Death Benefit        Prior to the Insured's Attained Age 100, the death benefit depends upon the
                                   Contract Type in effect on the date of the Insured's death. The Contract Type
                                   in effect is shown on the Policy Specifications page.
                                   Option A Contract Type:

                                   The death benefit is the greater of:

                                   1. The face amount; or

                                   2. The applicable percentage of the cash value on the date of death as
                                      described in Section 7702(d) of the Internal Revenue Code of 1986 or any
                                      applicable successor provision and modified for ages 95 and above.

                                   Option B Contract Type:

                                   The death benefit is the greater of:

                                   1. The face amount plus the cash value on the date of death; or

                                   2. The applicable percentage of the cash value on the date of death as
                                      described in Section 7702(d) of the Internal Revenue Code of 1986 or any
                                      applicable successor provision and modified for ages 95 and above.

                                   Option C Contract Type:

                                   The death benefit is the greater of:

                                   1.     The face amount; or

                                   2. The cash value on the date of death multiplied by the applicable Attained
                                      Age factor as shown on the policy's Death Benefit Option C Attained Age
                                      Factors page.

                                   Notwithstanding anything in this policy, the death benefit will in no case be
                                   less than the amount necessary to cause the policy to meet the requirements for
                                   the definition of life insurance under the Internal Revenue Code of 1986 or any
                                   applicable successor provision.

               Applicable          The percentages as currently described in Section 7702(d) of the Internal
               Percentage:         Revenue Code of 1986 and modified for ages 95 and above are as follows:

                                   In the case of an Insured with an                The applicable percentage
                                   Attained Age as of the beginning                 will decrease by a ratable
                                   of the contract year of:                         portion for each full year:

                                   More than:          But not more than:           From:                    To:
                                       0    .......................40               250 ...................250
                                      40    .......................45               250 ...................215
                                      45    .......................50               215 ...................185
                                      50    .......................55               185 ...................150
                                      55    ...................... 60               150 ...................130
                                      60    .......................65               130 ...................120
                                      65    .......................70               120 ...................115
                                      70    .......................75               115 ...................105
                                      75    ...................... 90               105 ...................105
                                      90    .......................95               105 ...................101
                                      95    or                                      101
                                            higher

CLP400                                                                                         4.01
(5/99)





        Continuation            If this Policy is in force beyond the Insured's Attained Age 100, the Death Benefit will
        of the Policy           be 101% of the policy's cash value.

        Beyond Attained
        Age 100                 Please note:      This policy may not qualify as life insurance after the
                                Insured's Attained Age 100 and may be subject to tax consequences. Please
                                consult a tax advisor prior to continuing the policy beyond the Insured's
                                Attained Age 100. It is possible that insurance coverage may not continue
                                even if planned premiums are paid in a timely manner.

        Policy Changes          You may request policy changes at any time unless we specifically indicate otherwise.
                                We limit the number of changes to one per policy year, and we do not permit changes
                                in the first policy year. The types of changes allowed are explained below.

                                No change will be permitted that would result in this policy not satisfying the definition
                                of life insurance under the Internal Revenue Code of 1986 or any applicable successor
                                provision.

        Change In               The face amount may be changed by sending us a written request.
        Face Amount
                                Any decrease in face amount will be subject to the following conditions:

                                1.   The decrease will become effective on the Monthly Anniversary on or following
                                     our receipt of the request.

                                2.   The decrease will reduce the face amount in the following order:

                                     a. The face amount provided by the most recent increase;

                                     b. Face amounts provided by the next most recent increases, successively; and

                                     c. The face amount when the policy was issued.

                                3.   The face amount remaining in force after any requested decrease may not be less
                                     than the Minimum Face Amount shown on the Policy Specifications page.

                                4.   Any decrease must be at least the Minimum Face Amount Decrease as shown on
                                     the Policy Specifications page.

                                A surrender charge will apply to any decrease in face amount as explained in the
                                Surrender Charge provision.

                                After the first policy anniversary, you can increase the face amount subject to the
                                following conditions:


                                1.   Proof that the Insured is insurable by our standards on the date of the requested
                                     increase must be submitted.

                                2.   The increase, if approved by us, will become effective on the Monthly Anniversary
                                     on or following our receipt of the request.

                                3.   Any increase must be at least the Minimum Face Amount Increase as shown on
                                     the Policy Specifications page.

                                4.   The Insured must have an Attained Age not greater than age 80 on the policy
                                     anniversary that the increase will become effective.

                                We will amend your policy to show the effective date of the decrease or increase.

        Change in               If the Contract Type in effect is Option A or Option B, you may change the Contract
        Contract Type           Type by sending us a written request. The effective date of the change will be the
                                Monthly Anniversary on or following the date we receive your request. On the effective
                                date of this change the death benefit payable does not change, but the face amount
                                may change.

                                If the Contract Type in effect is Option B, you may change it to Option A. The face
                                amount will be increased to equal the death benefit on the effective date of change.
                                The Contract Type cannot be changed from Option B to Option C.



CLP400                                                         4.02
(5/99)








                                  If the Contract Type in effect is Option A, you may change it to Option B. Proof that the
                                  Insured is insurable by our standards on the date of the change must be submitted.
                                  The face amount will be decreased to equal the death benefit less the cash value on
                                  the effective date of change. This change may not be made if it would result in a face
                                  amount which is less than the Minimum Face Amount shown on the Policy
                                  Specifications page. A surrender charge will apply to any decrease in face amount as
                                  explained in the Surrender Charge provision. The Contract Type cannot be changed
                                  from Option A to Option C.

                                  If the Contract Type in effect is Option C, the Contract Type cannot be changed.


                                  6. PREMIUMS AND GRACE PERIOD


          Payment of              Your first premium is due as of the Issue Date. While the Insured is living, premiums
          Premiums                after the first must be paid at our Service Center. A premium receipt will be furnished
                                  upon request. If this policy is in your possession and you have not paid the first
                                  premium, it is not in force. It will be considered that you have the policy for inspection
                                  only.

                                  Premiums may be paid in any amount and at any interval subject to the following
                                  conditions:

                                  1.   At the end of the first policy year, your total premium payments for this policy
                                       must be greater than or equal to the Minimum Initial Annual Premium Amount as
                                       shown on the Policy Specifications page.

                                  2.   Any subsequent premium payment must be at least $10.00.

                                  3.   Total premiums paid in any policy year for policies issued with the Option A or B
                                       Contract Type may not exceed an amount that would cause the policy to fail the
                                       definition of life insurance as defined by Section 7702 of the Internal Revenue
                                       Code of 1986, or any applicable successor provision thereto. The maximum
                                       premium limit for the following policy year will be shown on your annual report.

                                  On any date that we receive a premium which causes the Death Benefit under any of
                                  the Contract Types to increase by an amount that exceeds that premium received, we
                                  reserve the right to refuse that premium payment. We may require additional evidence
                                  of insurability before we accept the premium.

          Net Premium             The net premium is:

                                  1.   The premium paid; minus

                                  2.   The premium paid multiplied by the Premium Tax Charge as shown on the Policy
                                       Specifications page; minus

                                  3.   The premium paid multiplied by the Federal Tax Charge as shown on the Policy
                                       Specifications page; minus

                                  4.   The premium paid multiplied by the Applicable Percent of Premium Charge.

          Premium Tax             A charge will be deducted for premium taxes from each premium submitted. The
          Charge                  current charge, as a percent of the premium, is shown on the Policy Specifications
                                  page. We reserve the right to change the Premium Tax Charge due to rate changes of
                                  the governing jurisdiction. We will amend your policy to show the current premium tax
                                  rate, if changed.

          Federal Tax             A charge will be deducted for federal taxes from each premium submitted. The current
          Charge                  charge, as a percent of the premium, is shown on the Policy Specifications page. We
                                  reserve the right to change the Federal Tax Charge to reflect a change in the federal
                                  tax law. We will amend your policy to show the current Federal Tax Charge, if
                                  changed.



CLP400                                                         4.03
(5/99)






        Percent of              A charge will be deducted from each premium submitted. The Maximum Percent of
        Premium Charge          Premium Charges are shown on the Policy Specifications page.
                                The Percent of Premium Charge will vary, on a non-discriminatory basis, based on the
                                amount of premium paid, but will never exceed the Maximum Percent of Premium
                                Charges shown on the Policy Specifications page.

        Allocation of           You determine the allocation of net premiums among the General Account and the
        Net Premiums            Divisions of the Separate Account. For any chosen allocation the minimum percentage
                                that may be allocated is 5% of the net premium. Percentages must be in whole
                                numbers. The General Account Cash Value immediately after payment of the premium
                                cannot exceed 1., below, multiplied by 2., below:

                                1. The General Account Cash Value plus the Separate Account Cash Value.

                                2. The General Account Maximum Allocation Percent as shown on the Policy
                                    Specifications page.

                                The initial allocation is shown on the application, a copy of which is attached. We may
                                modify the General Account Maximum Allocation Percent at any time.
                                For any premium received during the "right to examine policy" period, we will initially
                                allocate the net premium to the Division that invests exclusively in shares of our Money
                                Market fund unless prohibited by state law. When this period expires, cash value in
                                that Division will be transferred to the General Account and the Divisions of the
                                Separate Account according to the allocation percentages shown on the application, a
                                copy of which is attached. For any premium received after the "right to examine
                                policy" period, the net premium will be allocated according to the allocation
                                percentages shown on the Policy Specifications page or your most recent allocation
                                instructions received by us.

        Your Right              You may change the allocation of future net premiums among the General Account
        to Change               and/or the Divisions of the Separate Account subject to the conditions outlined in the
        Allocation              Allocation of the Net Premiums Provision. The change in allocation percentages will
                                take effect immediately upon our receipt of your written request.

        No-Lapse Period         If, on a Monthly Anniversary day prior to the No Lapse Premium Date, the sum of all
                                premiums paid on this policy, reduced by any partial withdrawals and any outstanding
                                loan balance, is greater than or equal to the sum of the No Lapse Monthly Premiums
                                for the elapsed months since the Issue Date, this policy will not lapse as a result of a
                                cash value less any loans, loan interest due, and any surrender charge being
                                insufficient to pay the monthly deduction. The No Lapse Premium Date and the No
                                Lapse Annual Premium are shown on the Policy Specifications page. The No Lapse
                                Monthly Premium is one twelfth of the No Lapse Annual Premium.

        Grace Period            If, on a Monthly Anniversary day prior to the No Lapse Premium Date:

                                1.  The cash value less any loans, loan interest due, and any surrender charge is
                                    insufficient to cover the monthly deduction; and

                                2.  The sum of all premiums paid on this policy, reduced by any partial withdrawals
                                    and any outstanding loan balance, is less than the sum of the No Lapse Monthly
                                    Premiums for the elapsed months since the Issue Date;

                                then the grace period of 62 days will be allowed for the payment of a premium
                                sufficient to keep your policy in force. The No Lapse Premium Date and the No Lapse
                                Annual Premium are shown on the Policy Specifications page.

                                A change in your policy's face amount, the addition or deletion of a supplemental rider
                                to this policy, or a change in the premium class of the Insured before the No Lapse
                                Premium Date shown on the Policy Specifications page may result in a change in the
                                No Lapse Monthly Premium. The No Lapse Premium Date will not be changed.



CLP400                                                       4.04
(5/99)







                                  If, on a Monthly Anniversary day on or after the No Lapse Premium Date, the
                                  cash value less any loans, loan interest due, and any surrender charge is insufficient
                                  to cover the next monthly deduction, a grace period of 62 days will be allowed for the
                                  payment of a premium sufficient to pay the monthly deduction. (Monthly deduction is
                                  defined in the Cash Values section.)

                                  Notice of the amount of premium required to be paid to keep this policy in force will be
                                  sent at the beginning of the grace period to your last known address and to any
                                  assignee on record. If we do not receive a premium large enough so that the net
                                  premium covers the monthly deduction by the end of the grace period, your policy will
                                  lapse at the end of that 62 day period and it will then terminate without cash surrender
                                  value. If the Insured dies during the grace period, any past due monthly deductions
                                  will be deducted from the death benefit.

          Reinstatement           You may reinstate your lapsed policy within 5 years after the date of lapse. This must
                                  be done prior to the Insured's Attained Age 100. The policy can not be reinstated if it
                                  has been surrendered. To reinstate, you must submit the following items:

                                  1.  A written request for reinstatement.

                                  2.  Proof satisfactory to us that the Insured is insurable by our standards.

                                  3.  A net premium payment large enough to cover:

                                      a. The monthly deductions due at the time of lapse; and

                                      b. Two times the monthly deduction due at the time of reinstatement.

                                  4.  A payment to cover any Loan Interest due and unpaid at the time of lapse.
                                  Upon receipt of the above payments, we will deduct any monthly deductions and loan
                                  interest due and unpaid at the time of lapse. The Insured must be alive on the date we
                                  approve the request for reinstatement. If the Insured is not alive, such approval is void
                                  and of no effect.

                                  The reinstated policy will be in force from the date we approve the reinstatement
                                  application. There will be a full monthly deduction for the policy month which includes
                                  this date. Any application for reinstatement becomes part of the contract of
                                  reinstatement and of this policy.

                                  Any loan may be paid or reinstated. Any loan reinstated will cause a cash value of an
                                  equal amount to be reinstated.

                                  Any loan repaid at the time of reinstatement will cause an increase in cash value equal
                                  to the amount of the repaid loan.

                                  The surrender charge at the time of reinstatement will be the surrender charge in
                                  effect at the time of lapse. If only a portion of the coverage is reinstated then only the
                                  applicable portion of the surrender charge will be reinstated. If only a portion of the
                                  coverage is reinstated, the cash value following reinstatement will be increased by the
                                  applicable portion of the surrender charge imposed at the time of lapse.
                                  Following reinstatement, the No-Lapse Period provision will again be applicable until
                                  the No-Lapse Premium Date, shown on the Policy Specifications page, if sufficient
                                  premium is paid so that, as of the effective date of reinstatement, the sum of all
                                  premiums paid, reduced by any partial withdrawals and any loans, is greater than the
                                  No-Lapse Monthly Premiums multiplied by the number of elapsed months since the
                                  Issue Date.










CLP400                                                         4.05
(5/99)









                                  7. LOANS


                                  Upon written request to us, you may borrow an amount not in excess of the loan value
                                  of your policy while it is in force. The minimum amount of your net loan request at any
                                  one time must be at least $500. Your policy will be the sole security for such loan. We
                                  have the right to require your policy for endorsement.

                                  The loan value is the cash value of your policy at the date of the loan request plus
                                  interest to the next policy anniversary at the General Account Cash Value Guaranteed
                                  Interest Rate, shown on the Policy Specifications page, reduced by:

                                  1.   Any existing loans; and

                                  2.   Loan interest to the next loan interest due date; and

                                  3.   Every monthly deduction due to the next loan interest due date; and

                                  4.   Any surrender charges.

                                  You may allocate the policy loan among the General Account and the Divisions of the
                                  Separate Account. If you do not specify the allocation, then the policy loan will be
                                  allocated among the General Account and the Divisions of Separate Account Eleven in
                                  the same proportion that the cash value in the General Account, and the cash value in
                                  each Division bears to the total cash value of the policy, minus the cash value in the
                                  Loan Account, on the date of the policy loan.

                                  Cash value equal to the policy loan allocated to the General Account and each Division
                                  of the Separate Account will be transferred to the Loan Account, reducing the cash
                                  value accordingly. Any cash value transferred to the Loan Account will be allocated to
                                  the appropriate Loan SubAccount.

          Loan Interest           The accrued loan interest will be due the earliest of:
          Due Date                1.   The next policy anniversary date.

                                  2.   The date of termination of the policy.

                                  3.   The date the loan is repaid in full.

                                  4.   The date the loan plus loan interest accrued exceeds the cash value less any
                                       surrender charges.

                                  Interest will be payable annually on each policy anniversary. If you do not pay the
                                  interest when it is due on a policy anniversary, an amount of cash value equal to the
                                  loan interest will also be transferred to the Loan Account. We will charge the same rate
                                  of interest on this amount as on the policy loan. The amount transferred will be
                                  deducted from the General Account and the Divisions of the Separate Account in the
                                  same proportion that the cash value in the General Account and the cash value in
                                  each Division bears to the total cash value of the policy, minus the cash value in the
                                  Loan Account.

          Fixed Loan              The fixed loan interest rate is 4.5% for policy years 1 through 10, 4.25% for policy years
          Interest Rates          11 through 20 and 4.15% for policy years 21 and later. Loan interest is payable in
                                  arrears.
















CLP600                                                         6.01
(5/99)






        Loan                   All funds received will be credited to your policy as a premium unless clearly marked
        Repayments             for loan repayment.

                               You may repay your loan in whole or in part at any time before the death of the
                               Insured while the policy is in force. When a loan repayment is made, cash value
                               securing the debt in the Loan Account equal to the loan repayment will be repaid to
                               the General Account and the Divisions of the Separate Account in the same proportion
                               that the cash value in the Loan Account bears to the cash value in each Loan
                               SubAccount. Unpaid loans and loan interest will be deducted from any settlement of
                               your policy.

                               If you fail to make repayments when the total loan and loan interest due would exceed
                               the cash value, less any surrender charges, your policy will terminate. We will allow
                               you a grace period for such payment of loans and loan interest due. In such event the
                               policy becomes void at the end of the grace period. We will mail notice to your last
                               known address, and that of any assignee of record. This grace period will expire 62
                               days from the Monthly Anniversary immediately before the date the total loan and loan
                               interest exceeds the cash value less any surrender charges; or 31 days after such
                               notice has been mailed, if later.



                               8. CASH VALUES


        Cash Value             The cash value of your policy is equal to the total of:
                                    The cash value in the General Account; plus
                                    The cash value in the Divisions of the Separate Account; plus
                                    The cash value in the Loan Account.

        Cash Value             If this policy is in force beyond the Insured's Attained Age 100, the cash value of your
        After Attained         policy will be determined in the same manner as described below; except no
        Age 100                deductions will be made for monthly cost of insurance charges. Premiums can not be
                               paid after the Insured Attains Age 100.

        General Account        The cash value in the General Account as of the Investment Start Date is equal to:
        Cash Value                  The portion of the initial net premium received and allocated to the General
                                    Account; minus
                                    The portion of the monthly deductions due from the Issue Date through the
                                    Investment Start Date charged to the General Account.
                               The cash value in the General Account on any day after the Investment Start Date is
                               equal to:
                                    The cash value on the preceding Valuation Date, with interest on such value at the
                                    current rate; plus
                                    Any portion of net premium received and allocated to the General Account on that
                                    day; plus
                                    Any amounts transferred to the General Account on that day; plus
                                    Any loan repayments allocated to the General Account on that day; plus

                                    That portion of any interest credited on outstanding loans which is allocated to
                                    the General Account on that day; minus
                                    Any amount transferred plus any transfer charge from the General Account to the
                                    Divisions of the Separate Account on that day; minus





CLP600                                                        6.02
(5/99)







                                      Any partial withdrawal plus any withdrawal transaction charge made from the
                                      General Account on that day; minus
                                      Any portion of the surrender charge incurred on that day attributed to the General
                                      Account; minus
                                      Any amount transferred from the General Account to the Loan Account on that
                                      day; minus
                                      If that day is a Monthly Anniversary, any withdrawal due to a pro rata
                                      surrender plus any withdrawal transaction charge made from the General
                                      Account on that day; minus
                                      If that day is a Monthly Anniversary, the portion of the monthly deduction
                                      charged to the General Account, to cover the policy month which starts on that
                                      day.

         General Account         The interest credited to the General Account cash value for a specific day will be at an
         Interest Rate           effective annual rate not less than the General Account cash value guaranteed interest
                                 rate shown on the Policy Specifications page.

         Separate Account        The cash value in each Division of the Separate Account on the Investment Start Date
         Cash Value              is equal to:

                                      The portion of the initial net premium received and allocated to the Division; minus
                                      The portion of the monthly deductions due from the Issue Date through the
                                      Investment Start Date charged to the Division.

                                 The  cash value in each Division of the Separate Account on subsequent Valuation
                                 Dates is equal to:

                                      The cash value in the Division on the preceding Valuation Date multiplied by that
                                      Division's net investment factor for the current valuation period; plus
                                      Any portion of net premium received and allocated to the Division during the

                                      current valuation period; plus
                                      Any amounts transferred to the Division from the General Account or from
                                      another Division during the current valuation period; plus
                                      Any loan repayments allocated to the Division during the current valuation period;
                                      plus

                                      That portion of any interest credited on outstanding loans which is allocated to
                                      the Division during the current valuation period; minus

                                      Any amounts transferred plus any transfer charge from the Division during the
                                      current valuation period; minus

                                      Any partial withdrawal plus any withdrawal transaction charge from the Division
                                      during the current valuation period; minus

                                      Any portion of the surrender charge incurred during the current valuation period
                                      attributed to the Division; minus

                                      Any amount transferred from the Division to the Loan Account during that
                                      valuation period; minus

                                      If a Monthly Anniversary occurs during the current valuation period, any
                                      withdrawal due to a pro rata surrender plus any withdrawal transaction charge
                                      from the Division during the current valuation period; minus

                                      If a Monthly Anniversary occurs during the current valuation period, the
                                      portion of the monthly deduction charged to the Division during the current
                                      valuation period to cover the policy month which starts during that valuation
                                      period.





CLP600                                                        6.03
(5/99)







         Net Investment          The Net Investment Factor measures the investment performance of a Division during
         Factor                  a valuation period. The Net Investment Factor for each Division for a valuation period
                                 is calculated as follows:

                                      The value of the assets at the end of the preceding valuation period; plus

                                      The investment income and capital gains --- realized or unrealized --- credited to the
                                      assets in the valuation period for which the net investment factor is being
                                      determined; minus

                                      The capital losses --- realized or unrealized --- charged against those assets during
                                      the valuation period; minus

                                      Any amount charged against each Division for taxes, including any tax or other
                                      economic burden resulting from the application of tax laws that we determine to
                                      be properly attributable to the Divisions of the Separate Account, or any amount
                                      we set aside during the valuation period as a reserve for taxes attributable to the
                                      operation or maintenance of each Division; minus

                                      A charge not to exceed the daily investment percentage shown on the Policy
                                      Specifications page for each day in the valuation period. This corresponds to an
                                      annual investment percentage of the mortality and expense risk percentage
                                      shown on the Policy Specifications page; divided by

                                      The value of the assets at the end of the preceding valuation period.

         Loan Account            The cash value in the Loan Account as of the Investment Start Date is zero.
         Cash Value
                                 The cash value in the Loan Account on any day after the Investment Start Date is
                                 equal to:

                                      The cash value in the Loan Account on the preceding Valuation Date, with
                                      interest; plus

                                      Any amount transferred to the Loan Account from the General Account on that
                                      day; plus

                                      Any amount transferred to the Loan Account from the Divisions of the Separate
                                      Account on that day; minus

                                      Any loan repayments on that day; plus

                                      If that day is a policy anniversary, an amount due to cover the loan interest, if
                                      not paid by you.

                                 Cash value held in the Loan Account for loan collateral will earn interest daily at an
                                 annual rate of not less than the General Account Cash Value Guaranteed Interest Rate
                                 shown on the Policy Specifications page. Interest credited on the cash value held in
                                 the Loan Account will be allocated at least once a year to the General Account and the
                                 Divisions of the Separate Account in the same proportion that the cash value in each
                                 Loan SubAccount bears to the cash value in the Loan Account.

         Monthly Cost            The monthly cost of insurance for the following month is deducted on the monthly
         of Insurance            anniversary date. The monthly cost of insurance is 1, below, multiplied by the
                                 difference between 2 and 3 below:

                                 1. The monthly cost of insurance rate divided by 1,000.

                                 2. An amount as follows:

                                 Option A Contract Type: The greater of:

                                      a.   The face amount divided by the Monthly Cost of Insurance Factor shown on
                                           the Policy Specifications page; or

                                      b.   The cash value at the beginning of the policy month multiplied by the
                                           applicable percentage of the cash value as described in Section 7702(d) of
                                           the Internal Revenue Code of 1986 and modified for ages 95 and above.




CLP600                                                         6.04
(5/99)








                                  Option B Contract Type: The greater of:

                                      a.   The face amount divided by the Monthly Cost of Insurance Factor shown on
                                           the Policy Specifications page plus the cash value at the beginning of the
                                           policy month; or

                                      b.   The cash value at the beginning of the policy month multiplied by the
                                           applicable percentage of the cash value as described in Section 7702(d) of
                                           the Internal Revenue Code of 1986 and modified for ages 95 and above.

                                  Option C Contract Type: The greater of:

                                      a.   The face amount divided by the Monthly Cost of Insurance Factor shown on
                                           the Policy Specifications page; or

                                      b.   The cash value at the beginning of the policy month multiplied by the
                                           Insured's attained age factor as shown on the policy's Death Benefit Option
                                           C Attained Age Factors page.

                                  3.  The cash value at the beginning of the policy month, before the deduction of the
                                      monthly cost of insurance.

                                  If the Contract Type is Option A or Option C and if there has been an increase in the
                                  face amount, then the cash value will first be considered a part of the face amount
                                  when the policy was issued. If the cash value is greater than the initial face amount,
                                  the excess cash value will then be considered a part of each increase in order, starting
                                  with the first increase.

          Monthly Cost            At the beginning of each policy year, the monthly cost of insurance rate is determined
          of Insurance            for the initial face amount and each increase in face amount. The monthly cost of
          Rates                   insurance rate is based on the Attained Age, risk classification, sex and completed
                                  policy years from the effective date of the initial face amount and each increase in face
                                  amount. For the initial face amount, we will use the risk classification as of the Issue
                                  Date. For each increase, we will use the risk classification applicable to the increase. If
                                  the death benefit equals a percentage of the cash value, any increase in cash value will
                                  cause an automatic increase in the death benefit. The risk classification for such
                                  increase will be the same as that used for the most recent increase, excluding any
                                  riders, that required proof that the Insured was insurable by our standards.
                                  The monthly cost of insurance rates will never exceed the rates shown on the Table of
                                  Guaranteed Monthly Cost of Insurance Rates page. Any change in the cost of
                                  insurance rates will apply to all persons of the same age, sex, and classification whose
                                  initial face amounts or increases in face amount have been in force for the same length
                                  of time.

          Selection and           The selection and issue expense charge for the initial face amount or for any increase
          Issue Expense           in face amount is a monthly charge for the first 10 policy years or for the first 10 policy
          Charge                  years following any increase in face amount. This charge equals the applicable face
                                  amount times a selection and issue expense charge rate, divided by 1,000. The
                                  selection and issue expense charge is based on the Insured's Issue Age, sex and risk
                                  classification on the effective date of the initial face amount or any increase in face
                                  amount. The selection and issue expense charge rate for the initial face amount of the
                                  policy will never exceed the Maximum Selection and Issue Expense Charge Rate
                                  shown on the Policy Specifications page for the initial face amount. A selection and
                                  issue expense charge will also be applied to any increase in face amount. This charge
                                  will never exceed the Maximum Selection and Issue Expense Charge Rate shown on
                                  the Policy Specifications page for that increase.

          Monthly Policy          A policy charge will be deducted each policy month from the cash value. The amount
          Charge                  of the monthly policy charge will never exceed the amount shown on the Policy
                                  Specifications page.





CLP600                                                         6.05
(5/99)







        Monthly                  The monthly deduction is:
        Deduction                1. The monthly cost of insurance; plus
                                 2. The selection and issue expense charge multiplied by the face amount divided by
                                    1,000; plus

                                 3. The monthly policy charge; plus

                                 4. The monthly cost, if any, for any rider included with this policy.
                                 The monthly deduction for a policy month will be allocated among the General
                                 Account and the Divisions of the Separate Account in the same proportion that the
                                 cash value in the General Account and the cash value in each Division bears to the
                                 total cash value of the policy, minus the cash value in the Loan Account on the
                                 Monthly Anniversary.

        Cash Surrender           The cash surrender value of this policy is:
        Value                    1. The cash value at the time of surrender; minus

                                 2. Any loan and loan interest accrued; minus

                                 3. Any unpaid selection and issue expense charge due for the remainder of the first
                                    policy year for the initial face amount and any increase in face amount; minus

                                 4. Any unpaid monthly policy charge due for the remainder of the first policy year;
                                    minus

                                 5. Any surrender charge.

        Surrender                You may surrender your policy for its cash surrender value at any time during the
                                 lifetime of the Insured. We will determine the cash surrender value as of the date we
                                 receive your written request at our Service Center. The cash surrender value will not
                                 be reduced by any monthly deduction due on that date for a subsequent policy month.

        Partial                  After the first policy year, upon written request to us, you can make a partial
        Withdrawals              withdrawal of cash subject to the conditions listed below. The first 12 requested partial
                                 withdrawals or transfers per policy year will be allowed free of charge; thereafter we
                                 may impose a transfer charge not to exceed the Maximum Transfer/Partial Withdrawal
                                 Charge shown on the Policy Specifications page.

                                 No partial withdrawal will be processed which will result in the face amount, excluding
                                 riders, being decreased below the Minimum Face Amount shown on the Policy
                                 Specifications page.


                                 We reserve the right to change the minimum amount or the number of times you may
                                 make a partial withdrawal. We also may assess a transaction charge for a withdrawal.
                                 This charge will not exceed the Maximum Transfer/Partial Withdrawal Charge shown
                                 on the Policy Specifications page.

                                 If the Contract Type is Option A or Option C and the death benefit equals the face
                                 amount, then a partial withdrawal will decrease the face amount by an amount equal to
                                 the partial withdrawal plus the applicable surrender charge. This surrender charge will
                                 be allocated among the General Account and the Divisions of the Separate Account in
                                 the same proportion that the partial withdrawal was allocated among the General
                                 Account and the Divisions of the Separate Account. If the death benefit equals a
                                 percentage of the cash value then a partial withdrawal will decrease the face amount
                                 by any amount by which the partial withdrawal plus the applicable surrender charge
                                 exceeds the difference between the death benefit and the face amount. The face
                                 amount will be decreased in the following order:

                                 1. The face amount at issue, excluding riders; and

                                 2. Any increases in the same order in which they were issued.




CLP600                                                        6.06
(5/99)








         General Account        The minimum amount of your partial withdrawal request at any one time must be at
         Partial                least $500 of your account.
         Withdrawals
                                -   The maximum amount of all partial withdrawals and transfers from the General
                                    Account in a policy year will be the greater of (1) or (2):

                                    1.   The cash surrender value of the General Account at the beginning of that
                                         policy year multiplied by the withdrawal percentage limit, as shown on the
                                         Policy Specifications page.

                                    2.   The previous year's General Account maximum withdrawal amount.

         Separate Account           The minimum amount of your partial withdrawal request at any one time must be
         Partial                    the lesser of $500 of a Division or your entire balance in that Division.
         Withdrawals                The maximum amount of your partial withdrawal from any one of the Divisions of
                                    the Separate Account in a policy year will be the cash surrender value of that
                                    Division.

         Allocation             You may allocate the partial withdrawal plus any applicable surrender charge, subject
         of Partial             to the above conditions, among the General Account and the Divisions of the Separate
         Withdrawals            Account. If you do not specify the allocation, then the partial withdrawal will be
                                allocated among the General Account and the Divisions of the Separate Account in the
                                same proportion that the cash value in the General Account and the cash value in
                                each Division bears to the total cash value of the policy, minus the cash value in the
                                Loan Account on the date of the partial withdrawal. If the General Account conditions
                                will not allow this proportionate allocation, we will request that you specify an
                                acceptable allocation.

         Pro Rata               After the first policy year, upon written request to us, you can make a pro rata.
         Surrender              surrender of your policy. The pro rata surrender can be any whole number percentage
                                of your policy. The pro rata surrender will reduce the face amount and the cash value
                                by the percentage chosen. The face amount decrease will be subject to the following
                                conditions:

                                1.  The decrease will become effective on the monthly anniversary on or following
                                    our receipt of the request.

                                2.  The decrease will reduce the face amount in the following order:

                                    a.   The face amount provided by the most recent increase;

                                    b. Face amounts provided by the next most recent increases, successively; and

                                    c.   The face amount when the policy was issued.

                                3.  You  may allocate the decrease in cash value due to the pro rata surrender plus
                                    any applicable surrender charge among the General Account and the Divisions of
                                    the Separate Account. If you do not specify the allocation, then the decrease in
                                    cash value plus any applicable surrender charge will be allocated among the
                                    General Account and the Divisions of the Separate Account in the same
                                    proportion that the cash value in the General Account and the cash value in each
                                    Division bears to the total cash value of the policy, minus the cash value in the
                                    Loan Account on the date of the pro rata surrender.

                                A pro rata surrender can not be processed if it will reduce the face amount below the
                                Minimum Face Amount shown on the Policy Specifications page. No pro rata
                                surrender will be processed for more cash surrender value than is available on the
                                date of the pro rata surrender. A cash payment will be made to you for the amount of
                                cash value reduction less any applicable surrender charges.







CLP600                                                      6.07
(5/99)






        Surrender Charge        A surrender charge will apply upon surrender, upon lapse, upon a partial withdrawal
                                that reduces the face amount, or upon a decrease in face amount for up to 10 years
                                from the policy's Issue Date or for up to 10 years following the effective date of any
                                increase in face amount.

                                The surrender charge for the initial face amount is the Target Annual Premium (Base
                                only), shown on the Policy Specifications page, multiplied by the applicable surrender
                                charge percentage, plus the surrender charge for any increase in face amount. The
                                surrender charge for any increase in face amount is the Target Annual Premium (Base
                                only) for that increase, shown on the Policy Specifications page for that increase,
                                multiplied by the applicable surrender charge percentage. The surrender charge
                                percentage will never exceed the Maximum Surrender Charge Percentage shown on
                                the Surrender Charge Schedule page, for the initial face amount and for any increase.
                                The surrender charges for this policy will vary on a non-discriminatory basis, based on
                                the amount of premium paid, but will never exceed the Maximum Surrender Charge
                                Percentage shown on the Surrender Charge Schedule page.

                                A surrender charge will apply to any decrease in face amount. A decrease in face
                                amount may decrease some or all of the initial face amount and increases in face
                                amount as provided in Section 5. A partial withdrawal may cause a decrease in face
                                amount as provided above and, therefore, a surrender charge may be taken. If the face
                                amount is decreased by some fraction of any previous increases in face amount
                                and/or the face amount at issue, the surrender charge deducted will be the previously
                                defined surrender charge multiplied by the fraction.

                                The surrender charge will be allocated among the General Account and the Divisions
                                of the Separate Account in the same proportion that the cash value in the General
                                Account and the cash value in each Division bears to the total cash value of the policy
                                minus the cash value in the Loan Account.

        Postponement            We will usually pay any amounts payable on surrender, partial withdrawal, or policy
        of Payments             loan allocated to the Divisions of the Separate Account within seven days after written
        or Transfers            notice is received. We will usually pay any death benefit proceeds within seven days
                                after we receive due proof of claim. Payment of any amount payable, from the
                                Divisions of the Separate Account, on surrender, partial withdrawal, policy loan or
                                death may be postponed whenever:



                                1.   The New York Stock Exchange is closed (other than customary weekend and
                                     holiday closing) or trading on the New York Stock Exchange is restricted as
                                     determined by the SEC;

                                2.   The SEC, by order, permits postponement for the protection of policy owners; or

                                3.   An emergency exists as determined by the SEC, as a result of which disposal of
                                     securities is not reasonably practicable or it is not reasonably practicable to
                                     determine the value of the net assets of the Separate Account.

                                We may defer payment of the portion of any amount payable from the General
                                Account on surrender or partial withdrawal for not more than six months. If we defer
                                payment for 30 days or more, we will pay interest at the rate of 2 1/2% per year for the
                                period of deferment.

                                Transfers may also be postponed under the circumstances listed above.
                                We may defer payment of the portion of any policy loan from the General Account for
                                not more than six months. No payment from the General Account to pay premiums on
                                this policy will be deferred.

        Continuation            If all premium payments cease, the insurance provided under this policy, including
        of Insurance            benefits provided by any rider attached to this policy, will continue in accordance with
                                the provisions of this policy for as long as the cash value less any loans, loan interest
                                accrued and any surrender charge is sufficient to cover the monthly deductions.



CLP600                                                        6.08
(5/99)








         Basis of               The minimum cash values are based on 1) the Minimum Cash Value Mortality Table
         Computation            shown on the Policy Specifications page; and 2) for amounts allocated to the General
                                Account, compound interest at an annual rate of not less than the General Account
                                Cash Value Guaranteed Interest Rate shown on the Policy Specifications page. There
                                is no minimum cash value guaranteed interest rate for amounts allocated to the
                                Divisions of the Separate Account.

                                Net single premiums are based on 1) the 7702 Table as shown on the Policy
                                Specifications page; and 2) the General Account Cash Value Guaranteed Interest Rate
                                as shown on the Policy Specifications page.

                                All values are at least equal to those required by any applicable law of the state that
                                governs your policy. We have filed a detailed statement of the method of calculating
                                cash values and reserves with the insurance supervisory official of that state.














































CLP600                                                       6.09
(5/99)








                          9. PAYMENT OF POLICY BENEFITS


        Payment           A lump sum payment will be made as provided on the face page.

        Interest on       We will pay interest on proceeds from the date of the Insured's death to the date of
        Proceeds          payment. Interest will be at an annual rate determined by us, but never less than the
                          Guaranteed Interest Rate, shown on the Policy Specifications page.

        Extended          Provisions for settlement of proceeds different from a lump sum payment may only be
        Provisions        made upon written agreement with us.

















































CLP700                                          7.01
(5/99)




















                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


                                Non-Participating









































                                      COVA

                          COVA FINANCIAL SERVICES LIFE
                                INSURANCE COMPANY
                                700 MARKET STREET
                            ST. LOUIS, MISSOURI 63101



CLP001
(5/99)
</TABLE>



<TABLE>
<CAPTION>
                            ACCELERATED BENEFIT RIDER


            Issued by Cova Financial Services Life insurance Company


                        Please Read This Rider Carefully



        Subject to all the provisions of this rider and the policy to which it is attached, we will make the payments
        described below if the insured is terminally ill. "You" and "your" refer to the owner of the policy to which this rider
        is attached. Death benefits, cash values, and loan values will be reduced if an accelerated benefit is paid.
        This rider is non-participating. There is no premium charge for this rider.

        Receipt of an accelerated benefit payment may adversely affect your eligibility for Medicaid or other
        government benefits or entitlements. Exercising this option may not qualify the benefits as life
        insurance proceeds for tax purposes. Therefore, assistance should be sought from a personal tax
        advisor.

        <S>                     <C>

        Eligible                Eligible Proceeds under this rider means the death benefit payable if the insured would
        Proceeds                have died on the date this rider is exercised, according to the terms of the policy to which
                                this rider is attached, without reduction for indebtedness. Eligible Proceeds will not include
                                any accidental death benefits, decreasing term benefits, or benefits that would expire in
                                less than three years from the date of election of the benefit.

                                You must select the amount of Eligible Proceeds to be used in computing the Accelerated
                                Payment. You may choose an acceleration percentage of 25%, 50% or 75%. The Eligible
                                Proceeds multiplied by the acceleration percentage cannot be less than the lower of 25% of
                                the policy's face amount or $50,000. The Eligible Proceeds multiplied by the acceleration
                                percentage cannot exceed $250,000. If this amount exceeds $250,000 the acceleration
                                percentage must be decreased.

        Accelerated             We will compute the Accelerated Payment based on the following:
        Payment                 1.  The amount of Eligible Proceeds multiplied by the acceleration percentage.

                                2.  Reduced life expectancy.

                                3.  Interest Rate. The interest rate used in the calculation of the accelerated payment will
                                    be no greater than the greater of:

                                    a. The current yield on 90 day treasury bills; or

                                    b. The current maximum statutory adjustable policy loan interest rate.

                                4.  A processing charge not to exceed $150.

                                5.  A reduction equal to the acceleration percentage multiplied by any indebtedness.
                                The method of computation has been filed with the insurance supervisory official of the
                                state that governs your policy. We may change the assumptions we use from time to time.
                                The Accelerated Payment will be made to you in a lump sum. We will make an
                                Accelerated Payment only once per Insured.

        Terminal                Before we make an Accelerated Payment, you must give us satisfactory evidence that a
        Illness                 medical condition exists that would result in the Insured's life expectancy to be 12 months
                                or less. This evidence must be a certification by a licensed physician. The physician may
                                not be you, the Insured, or a member of the Insured's family.

                                We reserve the right to require, at our own expense, another examination of the Insured by
                                a physician of our choice, or any other evidence we deem necessary. If there is a conflict of
                                medical opinion as to the life expectancy of the Insured, the opinion of the physician of our
                                choice will govern.





        CLR1                                                    1
        (5/99)





        Conditions              Your right to receive an Accelerated Payment under this rider is subject to the following
                                conditions:

                                1.  The policy must be inforce.

                                2.  If the policy is in force as extended term insurance, you must apply for this benefit at
                                    least one year prior to the insurance termination date.

                                3.  The face amount of the policy must be at least $25,000.00

                                4.  You must make a written request for payment in a form satisfactory to us.

                                5.  You must send us the policy and this rider for endorsement.

                                6.  Any irrevocable beneficiary must give written consent for payment.

                                7.  Any assignee must give written consent for payment.

                                8.  This benefit provides for the accelerated payment of a portion of life insurance
                                    proceeds. It is not meant to cause you to involuntarily invade proceeds ultimately
                                    payable to the named beneficiary. Accelerated benefits will be made available to you
                                    on a voluntary basis only. Therefore:

                                    a.   If you are required by law to use this payment to meet the claims of creditors,
                                         whether in bankruptcy or otherwise, you are not eligible for this benefit

                                    b.   If you are required by a government agency to use this payment in order to apply
                                         for, obtain, or keep a government benefit or entitlement, you are not eligible for
                                         this benefit.

        Effect on Policy        All policy values, face amounts and loan values on the remaining policy, if any, will be
                                reduced by the acceleration percentage. Upon acceleration, premiums will be based on the
                                reduced face amount of the policy. Insurance not included in eligible proceeds will not be
                                affected.

        Termination             This rider will terminate at the earliest of the following:

                                1. When you make a written request to terminate it and return the policy to us, or

                                2. When an Accelerated Payment is made, or

                                3. When the policy to which this rider is attached terminates.

        The issue date and effective date of this rider and the policy are the same unless another effective date of this rider
        is shown below.



                DATE






                            SECRETARY                                                        PRESIDENT








                                          Cova Financial Services Life Insurance Company
                                                          St. Louis, Missouri

        CLR1                                                   2
        (5/99)
</TABLE>


<TABLE>
<CAPTION>
                          ADJUSTABLE BENEFIT TERM RIDER

            Issued by Cava Financial Services Life insurance Company
                        Please Read This Rider Carefully.

This rider is a part of the policy to which it is attached and is subject to all
applicable terms and provisions of that policy;  except as modified herein. This
rider is indicated on the Policy Specifications page.

        <S>                     <C>
        Life Insurance          This rider provides non-convertible term life insurance on the life of the insured shown on
        Benefit                 the policy specifications page. We will pay the face amount of this rider to the beneficiary if
                                this rider is in force upon the insured's death.

        Adjustable              On any monthly policy anniversary, while this rider is in force an adjustment in the face
        Benefit Term            amount of this rider equal to the Adjustable Benefit Term Amount may be requested.

        Dates
        Adjustable              The Adjustable Benefit Term Amount is the amount necessary to conform the total of the
        Benefit Term            death benefit of the policy and this rider to the benefit provided under your employee
        Amount                  benefit plan. (The policy to which this rider is attached has been Issued in conjunction with
                                an employee benefit plan.) The Adjustable Benefit Term Amount could be an Increase, as
                                well as a decrease.

                                Each Adjustable Benefit Term Amount that is an increase will be subject to the following
                                conditions:

                                1.   It must adjust the face amount at least $1,000. If the Adjustable Benefit Term Amount is
                                     less than $1,000, no adjustment will occur.

                                2.   The maximum annual Adjustable Benefit Term Amount, available without evidence of
                                     insurability, is 20% of the total death benefit of the base policy and this rider on the
                                     prior policy anniversary. Depending on our company rules at the time this rider is
                                     issued, we may include the face amounts of other riders attached to the policy when
                                     determining the maximum annual Adjustable Benefit Term Amount.

        Face Amount             When an adjustment under this rider is made, the face amount of this rider will increase or
                                decrease accordingly. The face amount of this rider will expire at age 100.

        Monthly Cost            The monthly cost of insurance for the following month is deducted on the monthly
        of Insurance            anniversary date. The monthly cost of insurance is the monthly cost of insurance rate for
                                this rider divided by 1,000 times the face amount of this rider.

        Monthly Cost            The monthly cost of insurance rate for this benefit is based on the attained age, risk
        of Insurance            classification, (in a non-unisex policy) sex of the insured and the completed policy years
        Rates                   from the issue date. Monthly cost of insurance rates will be determined by us based on
                                expectations as to future experience. However, these rates will not exceed those shown in
                                the Table of Guaranteed Monthly Cost of Insurance Rates for the Adjustable Benefit Term
                                Rider.

                                Each monthly anniversary this rider is in force, the monthly cost of insurance for this rider
                                (as determined above) will be added to the monthly deductions as defined in the Cash
                                Values section of the policy. This increased monthly deduction will be used to determine
                                the cash value of the policy on such monthly anniversary.

        Monthly Rider           Each monthly anniversary this rider is in force, a monthly rider charge will be added to the
        Charge                  monthly deductions of the policy. This increased monthly deduction will be used to
                                determine the cash value of the policy on such monthly anniversary. The monthly rider
                                charge will never exceed the Monthly Rider Charge for the Adjustable Benefit Term Rider
                                shown on the policy specifications page.

        Rejection of            You will be notified of each adjustment requested under this rider. Each adjustment will be
        Adjustment              automatic. However, you may reject an increase by notifying us in writing within 30 days
                                after the policy anniversary on which the increase is made. If you reject two consecutive
                                increases, no further increases will be made under this rider. You may not reject an
                                adjustment which is a decrease.



        CLR2
        (5/99)





        Evidence of             Evidence of insurability satisfactory to us may be required for an adjustment that would
        Insurability            result in an increase after the insured attains age 65. Evidence of insurability satisfactory to
                                us may also be required for an increase which results in a face amount that exceeds our
                                maximum company limits. Failure to provide such evidence will result in the increase being
                                declined and no further increases under this rider will be made. Evidence of insurability
                                may also be required for any Adjustable Benefit Term Amount increase that exceeds 20% of
                                the total face amount of the policy and this rider on the prior policy anniversary.

        Partial                 If a partial withdrawal of cash from the policy to which this rider is attached is required to
        Withdrawal              conform to the terms of the employee benefit plan, the maximum withdrawal limits in the
                                policy will not apply to such partial withdrawal. Any decrease in face amount due to the
                                partial withdrawal will reduce the face amount of the rider first.

        Termination             No adjustments that result in an increase under this rider will be made after any of the
                                following events first occurs:

                                a)   the second consecutive rejection of an increase; or

                                b)   the receipt of your request to decrease the base policy's face amount; or

                                c)   any partial withdrawal not required to conform to the terms of the employee benefit
                                     plan that reduces the face amount.

                                No adjustments will be made under this rider once you are no longer eligible for
                                adjustments according to your employee benefit plan.

        The issue date and effective date of this rider and the policy are the same.







                             SECRETARY                                                        PRESIDENT



















                                      COVA
                 Cova Financial Services Life Insurance Company
                               St. Louis, Missouri

        CLR2                                                     2
        (5/99)
</TABLE>




                      ANNIVERSARY PARTIAL WITHDRAWAL RIDER

                                  Variable Life
            Issued by Cova Financial Services Life Insurance Company


This rider is a part of the policy  and is subject to all  applicable  terms and
provisions of the policy; except as modified herein.

Prior  to the  Insured's  Attained  Age 95,  this  rider  replaces  the  Partial
Withdrawals,  the General Account Partial  Withdrawals and the Separate  Account
Partial Withdrawals provisions with the following:

You can make a partial  withdrawal of cash on any policy  anniversary date prior
to the Insured's  Attained Age 95. The amount of the partial  withdrawal may not
exceed the greater of:

1.   The  increase  in  cash   surrender   value  since  the  preceding   policy
     anniversary; or

2.   The cash surrender value at the beginning of that policy year multiplied by
     the Anniversary  Partial  Withdrawal  Percentage Limit, shown on the Policy
     Specifications page.


     A partial  withdrawal will not be processed for more cash than is available
     in the cash surrender value on the date of the partial withdrawal.

     The  minimum  amount  for a partial  withdrawal  request  from the  General
     Account must be at least $500.00.

     The  minimum  amount for a partial  withdrawal  request  from the  Separate
     Account must be the lesser of $500.00 of a Division; or your entire balance
     in that Division.

     When the Insured reaches Attained Age 95, this rider will terminate and the
     Partial  Withdrawals,  the  General  Account  Partial  Withdrawals  and the
     Separate Account Partial Withdrawals  provisions as described in the policy
     will become effective.  You may terminate this rider prior to the Insured's
     Attained Age 95, by sending us a written request.

     The Issue Date and the effective  date of this rider and the policy are the
     same unless another effective date is shown below.






     DATE



    SECRETARY                                                      PRESIDENT





                                      COVA
                 Cova Financial Services Life Insurance Company
                               St. Louis, Missouri

       CLR3
       (5/99)




<TABLE>
<CAPTION>
                 GUARANTEED SURVIVOR PLUS PURCHASE OPTION RIDER

            Issued by Cova Financial Services Life Insurance Company

                        Please Read This Rider Carefully

The waiting periods for suicide and incontestability are different from those in
the policy and begin on the effective date of the rider.

This rider is a part of the policy to which it is attached and is subject to all
applicable terms and provisions of the policy;  except as modified  herein.  The
Policy  Specifications  page or, if this rider is added after issue,  the Policy
Specifications  page for the  Policy  Change  shows the  Option  Amount  and the
Monthly Expense Charge Rate.

<S>                              <C>
        Designated Life          The Designated Life is named in the application for this rider. The Designated Life may not
                                 be changed.

        Option Periods           The Option Periods for this rider are elected at the time of application. An Option Period
                                 that starts on the date of death of the Insured will always be provided. Unless the Owner
                                 elects otherwise, Option Periods will also start on the tenth anniversary of the rider and on
                                 the rider anniversary nearest the Designated Life's 65th birthday.

                                 The Option Period ends on the earlier of the following dates:

                                 1.  270 days after the Option Period begins if the Option Period begins on the date of the
                                     death of the Insured; otherwise 30 days after the Option Period begins.

                                 2.  The date when the current option or any portion of it is exercised. We must be notified
                                     of this date.

        Total Option             The Total Option Amount is the amount shown on the Policy Specifications page as
        Amount                   "Guaranteed Survivor Plus Purchase Option Rider" or, if this rider is added after issue, on
                                 the Policy Specifications page for Policy Change as "Guaranteed Survivor Plus Purchase
                                 Option Rider".

        Current Option           The Current Option Amount is the Total Option Amount divided by the number of Option
        Amount                   Periods elected in the application for this rider. In the case of an Option Period that begins
                                 on the date of death of the Insured, the Current Option Amount is the Total Option Amount
                                 reduced by the face amount of any option policies previously purchased.

        Option to                The Owner may purchase an option policy on the Designated Life during an Option Period
        Purchase                 that begins during the lifetime of the Insured. The Insured's Beneficiary may purchase an
        Insurance                option policy on the Designated Life during the Option Period that begins on the date of
                                 death of the Insured. The Owner or Beneficiary may transfer to any person or entity its right
                                 to buy the option policy on the Designated Life. However, we must receive written notice, in
                                 a form satisfactory to us, at our Home Office before such transfer will take effect.

                                 No evidence of insurability will be required for this option policy. The face amount of this
                                 option policy will not be more than the Current Option Amount.

                                 This option policy will be subject to the following:

                                 1.  We must receive written application for the option policy in our Home Office during the
                                     Option Period. The Designated Life must consent to the insurance by signing the
                                     application for the option policy.

                                 2.  This rider must be in force at the beginning of the Option Period.

                                 3.  The Designated Life must be living at the end of the Option Period.

                                 4.  The person who exercises the option will be the owner of the new policy.

                                 5.  The coverage of the new policy will start on the day after the end of the Option Period.





        CL-R4                                                    1
        (5/99)







        Features of             At the request of the person authorized to purchase the option policy, the option policy
        Option Policy           may be any permanent, non-variable individual life plan offered by us on the date of issue
                                of the option policy, or a level premium, level death benefit whole life plan offered by us on
                                the date of this rider.

                                1.   If the option policy is a permanent, non-variable individual life plan offered by us on
                                     the date of issue of the option policy, it will be subject to the rules in effect at the time
                                     the option is exercised. The premiums or charges for the policy will be band on the
                                     following:

                                     a.   The insurance age and (in a non-unisex policy) sex of the Designated Life on the
                                          date of issue of the option policy; and

                                     b.   The risk class of the Designated Life as of the date of issue of this rider. (This will
                                          be determined and set forth on the Policy Specifications page or, if this rider is
                                          added after issue, on the Policy Specifications page for Policy Change.)

                                2. If the option policy is a level premium, level death benefit whole life plan offered by us
                                     on the date of issue of this rider, the following conditions apply:

                                     a.   The premium rate for the policy will be based on the following:

                                          1. The age nearest birthday of the Designated Life on the date of issue of this
                                             rider; and

                                          2. The rate class of the Designated Life as of the date of issue of this rider. (This
                                             will be determined and set forth on the Policy Specifications page); and

                                          3. The rates in use by us on the date of issue of the new policy.

                                     b.   The Initial Payment for the new policy will be:

                                          1. The interpolated cash value of the new policy as of the end of this Option
                                             Period; plus

                                          2. A pro rata premium for the new policy, if any, for the period from the end of the
                                             Option Period to the next anniversary of the new policy.

                                          All references to cash value refer to the guaranteed cash value of the new policy.

                                     c.   The first regular premium payable under the new policy, if any, is due on the first
                                          policy anniversary following the end of the Option Period. If any premium remains
                                          unpaid at the end of the grace period as described in the new policy, then the
                                          nonforfeiture option as defined in the new policy will apply unless another option
                                          has been elected.

                                     d.   No dividends will have been earned by the new policy prior to the date of
                                          coverage of the new policy.

                                3.   The face amount of the option policy:

                                     a. May not be less than the minimum required amount for the plan requested; and

                                     b. May not exceed the Current Option Amount.

                                4.   Riders for extra benefits may be added to the option policy with our consent. We may
                                     require satisfactory proof that the Designated Life is insurable for the riders at the time
                                     this option is exercised.

        Temporary               We will pay the Current Option Amount to the Beneficiary upon the death of the Designated
        Insurance               Life during the Option Period except for simultaneous death of the Insured and Designated
                                Life. If both the Insured and the Designated Life die and it is not possible to determine the
                                sequence of deaths, then we will provide such temporary insurance for one-half of the
                                Current Option Amount available at the date of death of the Insured. If payable, the benefit
                                will become part of the proceeds of the policy.





        CLR4                                                      2
        (5/99)









        Reinstatement           This rider may be reinstated within five years after the date of policy lapse if:

                                1.   The policy is also being reinstated; and

                                2.   You submit proof satisfactory to us that the Designated Life is insurable by our
                                     standards; and

                                3.   The Designated Life is alive on the date we approve the request for reinstatement. If
                                     the Designated Life is not alive, such approval is void and of no effect.

        Monthly Expense         The Monthly Expense Charge for this rider is deducted from the policy's cash value on the
        Charge                  monthly anniversary. The Monthly Expense Charge is determined by the Total Option
                                Amount for this rider, divided by 1,000 and multiplied by the Monthly Expense Charge Rate
                                shown on the Policy Specifications page or, if this rider is added after issue, the Policy
                                Specifications page for Policy Change.

        Incontestability        This rider will be incontestable after it has been in force during the lifetime of the
                                Designated Life for a period of two years from its effective date. We cannot contest any
                                reinstatement of this rider after it has been in force during the lifetime of the Designated
                                Life for a period of two years from the date we approve a reinstatement.

        Suicide Exclusion       If the Designated Life dies by suicide, while sane or insane, during the Option Period and
                                within two years from the effective date of this rider (or within the maximum period
                                permitted by laws of the state in which this policy was delivered, if less than two years), the
                                amount payable under this rider will be limited to the amount paid for this rider. This
                                amount will be paid according to the provisions of the policy to which this rider is attached
                                for the payment of death claim benefits on any such person.

        Misstatement of         If the face amount of the policy to which this rider is attached is decreased due to the
        Age and/or Sex          misstatement of age and/or (in a non-unisex policy) sex of the Insured, then the Option
        of the Insured          Amount stated on the Policy Specifications page will also be decreased. The decreased
                                Option Amount will bear the same ratio to the adjusted face amount of this policy as the
                                original Option Amount bore to the original face amount.

        Misstatement of         If the age and/or (in a non-unisex policy) sex has been misstated on the application, we will
        Age and/or Sex          adjust the Total Option Amount to be the Total Option Amount that would have been
        of the Designated       provided had this information been correctly stated.
        Life and/or the
        Insured

        Termination             The right to buy insurance will not extend beyond an Option Period. This rider will
                                terminate on the date any of the following events first occurs:

                                1.   Upon our receipt of your written request for termination. We may require the policy
                                     and this rider for endorsement; or

                                2.   The date the policy terminates for reasons other than the death of the Insured; or

                                3.   The date of death of the Designated Life; or

                                4.   The date the Option Period that begins on the date of death of the Insured ends.

                                When this rider terminates:

                                1. All rights under this rider will cease;

                                2. No further monthly expense charges will be due for this rider; and

                                3. The policy will be considered as separate and complete without this rider.






        CLR4                                                    3
        (5/99)







     The issue date and effective date of this rider and the policy are the same unless another effective date is shown
      below.






          EFFECTIVE DATE






                    SECRETARY                                    PRESIDENT






















                                      COVA
                 Cova Financial Services Life Insurance Company
                               St. Louis, Missouri

       CLR4                                  4
       (5/99)
</TABLE>




<TABLE>
<CAPTION>
                             LIFETIME COVERAGE RIDER

            Issued by Cova Financial Services Life Insurance Company

This rider is a part of the policy to which it is attached and is subject to all
applicable terms and provisions of the policy;  except as modified  herein.  The
Policy  Specifications  page, or if this rider is added after issue,  the Policy
Specifications page for Policy Change, shows the rider information.

<S>                             <C>
       Cost of                  The monthly rider cost of insurance is the Lifetime Coverage Rider Cost of Insurance Rate
       Insurance                shown on the Policy Specifications page, divided by 1000, multiplied by the difference
                                between:

                                1.   the Death Benefit, as defined in the policy, divided by the Monthly Cost of Insurance
                                     Factor shown on the Policy Specifications page; and

                                2.   the Cash Value of the policy at the beginning of the policy month, before the deduction
                                     of the Monthly Cost of Insurance.

                                The monthly charge will be deducted from the policy's Cash Value. Deduction will start at
                                Attained Age 80 and continue through age 99.


       Death Benefit            If this rider is in force, the Death Benefit, after the Insured's Attained Age 100, is the greater
                                of:

                                1.   The Face Amount of the base policy; or

                                2. 101% of the Cash Value.


       Reinstatement            If this rider terminates after Attained Age 80, it may not be reinstated.


       Termination              This rider will terminate upon the earlier of:


                                a.   a written request to us for termination;

                                b.   the date of termination of the policy to which this rider is attached.


       Continuation             Once this rider has terminated, the base policy may continue in accordance with the
       of Insurance             provisions of the base policy but without the benefit provided by this rider.


       The issue date and effective date of this rider and the policy are the same unless another effective date of this rider
       is shown below.




              DATE





                             SECRETARY                                                          PRESIDENT
                                                           COVA
                                           Cova Financial Services Life Insurance Company
       CLR5                                                St. Louis, Missouri
       (5/99)
</TABLE>


<TABLE>
<CAPTION>
                      PRELIMINARY TERM LIFE INSURANCE RIDER

            Issued by Cova Financial Services Life Insurance Company
                        Please Read This Rider Carefully

The waiting periods in the suicide and incontestability are different from those
in the policy and begin on the effective date of the rider.

If the rider premium has been paid, this rider will become a part of the policy.
This rider is subject to all  applicable  terms and  provisions  of the  policy;
except as  modified  herein.  The  Policy  Specifications  page  shows the rider
premium.
<S>                               <C>
         Preliminary              If any person to be insured under the policy should die while this rider is in effect, we will
         Term Insurance           pay the death claim as if such death occurred on the issue date of the policy. The amount
         Benefit                  payable as a death claim will be the same amount which would have been payable under
                                  the policy. Any other supplemental rider included with the policy when issued will be
                                  deemed effective while this rider is in force.

                                  The policy will take effect on its issue date if prior to that date:

                                  1. The premium due has been paid; and

                                  2. This rider has been made effective according to its terms.

         When Rider               This rider will not take effect until the policy is delivered and accepted by you. Payment of
         is Effective             the full premium for this rider must then be paid to us. All of this must occur during the
                                  lifetime and sound health of each person to be insured under the policy.

                                  However, if you pay the full premium for this rider with the application and a Temporary
                                  Insurance Receipt bearing the same proposed Insured's name as the application has been
                                  given to you, then the effective date of this rider will be the latest of:

                                  1. The date of the application part I; or

                                  2. The date of the last dated application part II; or

                                  3. The date of the last of any medical test required under our rules and practices.

                                  The rider will then become effective if on the latest of these dates:

                                  1.    The person to be insured under the policy is in sound health; and

                                  2.    The application is approved by us according to our rules, limits and practices; and

                                  3.    The person to be insured qualifies for the exact plan, the amount, and any additional
                                        benefit riders applied for; and

                                  4.    The person is insurable at least at standard rates.

         Incontestability         We cannot contest this rider, except for nonpayment of premium, after it has been in force
                                  during the lifetime of the insured for a period of two years from its date of issue.

         Suicide                  If the insured dies by suicide, while sane or insane, within two years from the date of issue
         Exclusion                of this rider (or within the maximum period permitted by laws of the state in which this
                                  policy was delivered if less than two years), the amount payable under this rider will be
                                  limited to the amount of premiums paid for this rider. This amount will be paid according to
                                  the provisions of the policy to which this rider is attached for the payment of death claim
                                  benefits on any such person.









         CLR6
         (5/99)






       General                Neither this rider nor payment of any premium for it will affect any loan or other values, or
       Provisions             dividends on the policy. Should the premium due on the policy be paid before the issue
                              date, and while this rider is in effect, the policy will still be treated as if it goes into effect as
                              of the issue date. No grace period is granted for payment of the premium due on the issue
                              date of the policy. Failure to pay such premium before such date will cause the policy to be
                              null and void.

       The issue date and effective date of this rider and the policy are the same unless another effective date is shown
       below.






                    DATE




                            SECRETARY                                                      PRESIDENT














                                      Cova
                 Cova Financial Services Life Insurance Company
                               St. Louis, Missouri


        CLR6                                                   2
        (5/99)
</TABLE>


<TABLE>
<CAPTION>
                            SECONDARY GUARANTEE RIDER

            Issued by Cove Financial Services Life Insurance Company

If this rider is listed on the  Policy  Specifications  page,  it is part of the
policy.  This rider is subject to all  applicable  terms and  provisions  of the
policy, except as modified herein.
<S>                               <C>
         Cost of                  The monthly rider cost of insurance is the Secondary Guarantee Rider Cost of Insurance
         Insurance                Rate shown on the Policy Specifications page, divided by 1000, multiplied by the difference
                                  between:

                                  1. the Death Benefit divided by the Monthly Cost of Insurance Factor shown on the Policy
                                       Specifications page; and

                                  2. the Cash Value of the base policy at the beginning of the policy month, before the
                                       deduction of the Monthly Cost of Insurance.

         Death Benefit            The Death Benefit is the greater of:

                                  1. The Face Amount of the base policy; or

                                  2. The Death Benefit otherwise provided by the base policy.

                                  Notwithstanding anything in this policy, the Death Benefit will in no case be less than the
                                  amount necessary to cause the policy to meet the requirements for the definition of life
                                  insurance under the Internal Revenue Code of 1986 or any applicable successor.

         Guarantee                If, on a Monthly Anniversary day prior to the Secondary Guarantee Date, shown on the
         Death Benefit            Policy Specifications page:

         Period                   a. the sum of all premiums paid on this policy; less

                                  b. any Partial Withdrawals; less

                                  c. any outstanding loan balance;

                                  is greater than or equal to the sum of the Secondary Guarantee Premium for the elapsed
                                  months since the Issue Date, this policy will not lapse even if your Cash Surrender Value is
                                  not sufficient to cover the Monthly Deduction on a Monthly Anniversary day.

         Policy Changes           If there is a decrease in Face Amount prior to the tenth policy anniversary the Secondary
                                  Guarantee Premium will not be changed. If there is a decrease after the tenth policy
                                  anniversary, we will reduce the future Secondary Guarantee Premium by an amount
                                  proportionate to the decrease in Face Amount. We will provide you with a new Policy
                                  Specifications page.

                                  If there is an increase in Face Amount, the Secondary Guarantee Premium will be
                                  increased based on the amount of the increase, the Attained Age, sex, and underwriting
                                  classifications of the insured at the time of the increase. The policy will be amended at the
                                  time of the increase to reflect any changes to the Secondary Guarantee Premium.

                                  If additional riders are added or cancelled we may adjust the Secondary Guarantee
                                  Premium. We will provide you with a new Policy Specifications page.

         Guarantee                If on a Monthly Anniversary day prior to the Secondary Guarantee Date, the sum of all
         Grace Period             premiums paid on this policy, reduced by any Partial Withdrawals and any outstanding loan
                                  balance, is less than the sum of the Secondary Guarantee Premiums for the elapsed
                                  months since the Issue Date, then the Guarantee Grace Period of 62 days will be allowed
                                  for the payment of a premium sufficient to keep this rider in force. The Secondary
                                  Guarantee Date and the Secondary Guarantee Premium are shown on the Policy
                                  Specifications page.

                                  Notice of the amount of premium required to be paid to keep this rider in force will be sent
                                  at the beginning of the Guarantee Grace Period to the last known address of the Owner
                                  and of any assignee of record. If we do not receive the premium required by the end of the
                                  Guarantee Grace Period this rider will terminate and the guarantee provided by this rider
                                  will no longer be in effect. If the premium requirement is not met and death occurs during
                                  the Guarantee Grace Period, there is no deduction of the rider premium required from the
                                  Death Benefit.


         CLR7                                                      1

         (5/99)







       Misstatement            If there is a Misstatement of Age or Sex in the application and such determination is made
       of Age or               prior to the death of the Insured and while this rider is in effect, then the Secondary
       Sex                     Guarantee Premium will be that amount which corresponds to the Face Amount, as
                               adjusted under the policy, using the correct age and/or sex. The Account Value and the
                               Surrender Charges will not change at the point of correction.

       Secondary               The date the Secondary Guarantee Rider expires. This date is shown on the Policy
       Guarantee               Specifications page.

       Date
       Secondary               The premium required to keep the Secondary Guarantee Rider in force. This premium is
       Guarantee               shown on the Policy Specifications page.
       Premium

       Premium                 We will not restrict payment of any premium which is required to maintain this rider in force
       Limitations             because such payment will cause the Death Benefit to increase by an amount that exceeds
                               the premium received. We will restrict any premium payment that would cause the policy to
                               fail the definition of life insurance as defined by Section 7702 of the Internal Revenue Code
                               of 1986 or any applicable successor.

       Reinstatement           If this rider terminates it may not be reinstated.
       Termination             This rider will terminate as of any Monthly Anniversary following a written request to us or
                               upon the earlier of:

                               a.   the death of the Insured;

                               b.   the date of termination of the policy to which this rider is attached;

                               c.   the end of the Guarantee Grace Period following our notice to you that the premium
                                    requirement was not met;

                               d.   the Secondary Guarantee Date shown on the Policy Specifications page;

                               e.   the date a Change of Insured, on the policy to which this rider is attached, is executed.

       Continuation            Once this rider has terminated, the base policy may continue in accordance with the
       of Insurance            provisions of the base policy but without the benefit provided by this rider.




                            SECRETARY                                                       PRESIDENT





                                      Cova
                 Cova Financial Services Life Insurance Company
                               St. Louis, Missouri

       CLR7                                                    2
       (5/99)
</TABLE>


<TABLE>
<CAPTION>
                           SUPPLEMENTAL COVERAGE RIDER
            Issued by Cova Financial Services Life Insurance Company
                            Term Insurance Involved.


This rider is a part of the policy to which it is attached and is subject to all
applicable terms and provisions of the policy;  except as modified  herein.  The
Policy Specifications page shows the rider amount.
<S>                             <C>
        Face Amount             The face amount of this rider is shown on the Policy Specifications page.

        Life Insurance          This rider provides term life insurance on the life of the insured shown on the Policy
        Benefit                 Specifications page. We will pay the death benefit of this rider to the beneficiary if the
                                insured dies while this rider is in force.

                                The Death Benefit provision in the policy is modified so that where it states "face amount"
                                it means the policy's face amount plus this rider's face amount.

        Decreases in            This rider's face amount will be considered an increase to the policy's face amount when
        Rider Face              determining the order in which a decrease in face amount will be processed:
        Amount                       Under the Change in Face Amount provision in the policy, if a decrease in face amount
                                     is requested, the rider's face amount will be decreased before the policy's face
                                     amount.

                                     Under the Allocation of Partial Withdrawals provision in the policy, if a partial
                                     withdrawal reduces the face amount, the policy's face amount will be decreased before
                                     the rider's face amount.


        Monthly Cost            The monthly cost of insurance for the following month is deducted on the monthly
        of Insurance            anniversary date. The monthly cost of insurance is 1, below, multiplied by the excess, if
                                any, of 2 over 3 below:

                                1.   The monthly cost of insurance rate for this rider divided by 1,000.

                                2.   The face amount of this rider divided by the monthly cost of insurance factor shown on
                                     the policy specifications page.

                                3.   Any excess of the policy's cash value over the base policy's death benefit at the
                                     beginning of the policy month.

                                This rider will be considered an increase to the policy's face amount when determining the
                                monthly cost of insurance for the policy.

        Monthly Cost            The monthly cost of insurance rate for this benefit is based on the attained age, risk
        of Insurance            classification and (in a non-unisex policy) sex of the insured. Monthly cost of insurance
        Rates                   rates will be determined by us based on expectations as to future experience. However,
                                these rates will not exceed those shown in the Table of Guaranteed Monthly Cost of
                                Insurance Rates for the Supplemental Coverage Rider.

                                Each monthly anniversary this rider is in force, the monthly cost of insurance for this rider
                                (as determined above) will be added to the monthly deductions as defined in the Cash
                                Values section of the policy. This increased monthly deduction will be used to determine
                                the cash value of the policy on such monthly anniversary.

        Selection and           The selection and issue expense charge for this rider is a monthly charge which equals the
        Issue Expense           rider's face amount times a selection and issue expense charge rate, divided by 1,000. The
        Charge                  selection and issue expense charge rate for this rider will never exceed the rates shown on
                                the policy specifications page for the policy's face amount.





        CLR8                                                    1
        (5/99)





      Termination             You may terminate this rider as of any monthly anniversary following a written request to
                              us. We may require the policy and the rider for endorsement. This rider will terminate when
                              any of the following events first occurs:

                              1.  the lapse of the policy; or

                              2.  the surrender of the policy; or

                              3.  the insured's date of death.

                              4.  a requested decrease in face amount which results in this rider's face amount being
                                  decreased to zero.

       Reinstatement          This rider may be reinstated within five years after the date of policy lapse if:

                              1. The policy is also being reinstated; and

                              2. We receive satisfactory proof that the insured is insurable by our standards; and

                              3. The insured is alive on the date we approve the request for reinstatement. If the
                                  insured is not alive, such approval is void and of no effect

                              We have the right to approve the reinstatement of the policy with or without this rider.

       The date of issue and effective date of this rider and the policy are the same.





                           SECRETARY                                                     PRESIDENT















                                      COVA
                 Cova Financial Services Life Insurance Company
                               St. Louis, Missouri


       CLR8                                                   2
       (5/99)
</TABLE>


<TABLE>
<CAPTION>
                        WAIVER OF MONTHLY DEDUCTION RIDER

            Issued by Cova Financial Services Life Insurance Company

This rider is a part of the policy to which it is attached and is subject to all
applicable terms and provisions of the policy; except as modified herein.
<S>                              <C>
        Waiver of                If you furnish us with due written proof that the insured is totally disabled, as defined in this
        Monthly                  rider, we will waive the monthly deductions for this policy. This insured must have become
        Deduction Benefit        disabled after age 5 and before age 65. The disability must have continued without
                                 interruption for at least six months. This rider must be in force. Monthly deductions for this
                                 policy will be waived as follows:

                                 Disability Beginning Before Age 60. If the insured's disability begins before age 60, we will
                                 waive monthly deductions which were due during the six months of uninterrupted disability.
                                 We will continue to waive monthly deductions after that. However, the insured must
                                 continue to be totally disabled.

                                 Disability Beginning Between Ages 60 and 65. If the insured's disability begins on or after
                                 age 60 but before age 65, we will waive monthly deductions which were due during the six
                                 months of uninterrupted disability. We will continue to waive monthly deductions after that,
                                 but no later than age 65. However, the insured must continue to be totally disabled.

        Definition of            "Age 5," "age 60," and "age 65" begin on the policy anniversaries nearest the Insured's
        Age 5, Age 60,           5th, 60th, and 65th birthdays, respectively.
        and Age 65

        Total Disability         "Total Disability" means the inability of the insured to perform the substantial and material
                                 duties of his regular occupation. Such disability must be the result of an injury or a
                                 sickness. The injury or sickness must originate after this rider became effective.

                                 However, after this period of disability has continued for 60 months, the insured will be
                                 considered to be totally disabled only if he is unable to perform the substantial and material
                                 duties of any occupation for which he is reasonably fitted by education, training or
                                 experience. Such disability must be the result of an injury or a sickness.

                                 If after this rider becomes effective, the insured suffers the total and irrecoverable loss of
                                 sight in both eyes, or of the use of both hands or both feet, or of one hand and one foot,
                                 this will be considered total disability as defined in this rider. On such a loss the insured will
                                 still be considered disabled even though working.

        Recurrent Total          If, while this policy is in force, the insured becomes disabled again after having been totally
        Disability               disabled before, the new disability will be considered a continuation of the previous period
                                 unless:

                                 1. It is due to an entirely different cause; or

                                 2. The insured has performed the material and substantial duties of a gainful occupation.
                                      These duties must be performed for a continuous period of 6 months or more between
                                      such periods of total disability.

        Risks Not                We will not waive monthly deductions under this rider if disability results from war or any
        Assumed                  act of war while the insured is in the military, naval or air forces of any country at war. We
                                 will also not waive monthly deductions if the insured becomes disabled as a result of war or
                                 any act of war while in a civilian non-combatant unit serving with such forces. "War"
                                 includes undeclared war and "any country" includes any international organization or
                                 combination of countries.

                                 We will not waive monthly deductions under this rider if disability results from intentionally
                                 self-inflicted injury.





        CLR9
        (5/99)







        Termination            You may terminate this rider as of any monthly anniversary following a proper written
                               request. If this rider is not already terminated, it will terminate on the date any of the
                               following events first occurs:

                               1.   When the insured attains age 65. This will be without prejudice to any benefits granted
                                    for total disability occurring before age 65; or

                               2.   The lapse of the policy; or

                               3.   The surrender of the policy; or

                               4.   The maturity of the policy; or

                               5.   The date of death of the insured.

        Notice of              Before we waive any monthly deduction, we must be given:
        Claim and              1.   Written notice of claim for this benefit during the lifetime of the insured. This notice
        Proof of                    must be submitted during the continuance of total disability. This notice cannot be
        Disability                  submitted later than six months after age 65 of the insured; and

                               2.   Written proof of total disability within six months after we receive written notice of
                                    claim. In no event shall this proof be submitted later than the date when any of the
                                    following events first occurs:

                                    a. One year after age 65 of the insured;

                                    b. Prior maturity of the policy;

                                    c. Surrender of the policy for its net cash value;

                                    d. One year from the due date of the first unpaid monthly deduction.

                               Failure to give such notice and proof within the time allowed will not always invalidate a
                               claim. We will consider the claim if you show us that it was not reasonably possible to file
                               notice and proof on time. However, you must file notice and proof as soon as it is
                               reasonably possible. In no event will any monthly deduction be waived or refunded if its
                               due date was more than one year before we were given notice of claim at our home office.
                               We will require no further proof of disability and we will automatically waive all further
                               monthly deductions if:

                               1. The insured is totally disabled at age 65; and

                               2. All monthly deductions for at least the five years preceding age 65 have been waived.

        Examination            We have the right to have the insured examined by our appointed examiner. We will pay for
        of the Insured         examination.
        and Proof of           We also have the right to receive written proof of continuance of disability from the insured
        Continued              at the following times:
        Disability
                               1. After receipt of such notice of claim;

                               2. At anytime within two years after we receive proof of total disability;

                               3. Not more than once each year after the first two years.

                               We will not waive any further monthly deductions if the insured refuses to be medically
                               examined. Nor will we waive further monthly deductions if proof of continuance of disability
                               is not furnished when we request it.

        Incontestability       We cannot contest this rider after a period of two years from its date of issue if:

                               1. This rider shall have been in force during the life time of the insured; and

                               2. The insured does not become totally disabled within this period.





        CLR9                                                   2
        (5/99)









        Cost of                The cost of insurance for the Waiver of Monthly Deduction Rider is determined on a
        Insurance              monthly basis. The cost of insurance for a policy month is calculated as (a) multiplied by (b)
                               where:

                               a.   is the cost of insurance rate for this rider; and

                               b.   is the sum of items i, ii, iii and iv where;

                                    i.   is the cost of insurance for the basic policy for the policy month

                                    ii.  is the first year monthly policy charge, where applicable

                                    iii. is the monthly expense charge, when applicable

                                    iv.  is any cost of insurance for the policy month for any benefit provided by a
                                         supplemental rider (other than Waiver of Monthly Deduction Rider) made a part of
                                         the basic policy.

                               The cost of insurance rate for this benefit is based on the attained age, sex and rate class
                               of the Insured. Cost of insurance rates will be determined by us based on expectations as
                               to future experience. However, these rates will not exceed those shown in the Guaranteed
                               Cost of Insurance Rates for Waiver of Monthly Deduction Rider.

                               Each monthly anniversary this rider is in force, the cost of insurance for the rates (as
                               determined above) will be added to the monthly deduction as defined in the Cash Values
                               section of the basic policy. This increased monthly deduction will be used to determine the
                               cash value of the policy on such monthly anniversary.

        General                We will pay dividends and all other amounts payable under the policy the same as if
        Provisions             monthly deductions had not been waived.

                               If the insured becomes disabled during the grace period of the first monthly deduction in
                               default, we will allow this waiver of monthly deduction as if default had not occurred.
                               However, you will be liable for the monthly deduction in default. Interest compounded at 6%
                               per year will be charged on this monthly deduction.

                               You may apply for reinstatement of this policy with or without this rider. We have the right
                               to decide whether to approve the reinstatement of this policy with or without this rider.

        Date of                The issue date of the rider is the same as the date of issue of this policy unless another
        Issue                  date of issue is shown below.






                    DATE




                            SECRETARY                                                        PRESIDENT





                                      COVA
                 Cova Financial Services Life Insurance Company
                               St. Louis, Missouri


        CLR9                                                    3
        (5/99)
</TABLE>


<TABLE>
<CAPTION>
                        WAIVER OF SPECIFIED PREMIUM RIDER

            Issued by Cova Financial Services Life Insurance Company

The waiting period in the incontestability  provision of this rider is different
from that in the policy and begins on the effective date of this rider.

This rider is a part of the policy to which it is attached and is subject to all
applicable terms and provisions of the policy;  except as modified  herein.  The
Policy  Specifications  page or, if this rider is added after issue, the request
for  policy  change  shows the  monthly  premium  that  will be waived  upon the
insured's total disability.
<S>                               <C>

         Waiver of                We will credit, as a premium payment, the monthly premium waived to the policy's cash
         Specified                value if:
         Premium Benefit          1.   You furnish us with written proof that the insured is totally disabled, as defined in this
                                       rider; and

                                  2.   The insured becomes disabled after age 5 and before age 65; and

                                  3.   Disability has continued without interruption for at least 180 days; and

                                  4.   This rider is in force.

                                  The monthly premium waived will be credited as premium to the policy's cash value as long
                                  as the policy remains in force as follows:

                                  Disability Beginning Before Age 60. If the insured's disability begins before age 60, we will
                                  credit the monthly premiums waived which were due during the 180 days of uninterrupted
                                  disability. After that, we will continue to credit the monthly premiums waived. However, the
                                  insured must continue to be totally disabled.

                                  Disability Beginning Between Ages 60 and 65. If the insured's disability begins on or after
                                  age 60 but before age 65, we will credit the monthly premiums waived which were due
                                  during the 180 days of uninterrupted disability. We will continue to credit the monthly
                                  premiums waived after that, but no later than age 65. However, the insured must continue
                                  to be totally disabled.

                                  If the credit to the policy's cash value for the monthly premiums waived exceeds the
                                  maximum premium allowed by the federal law that defines life insurance, we will pay the
                                  monthly premium waived to you.

         Policy Lapse             Crediting of the monthly premium waived to the policy's cash value does not guarantee that
                                  the policy will remain in force. If the cash surrender value of the policy is insufficient to
                                  cover the monthly deduction as described in the basic policy, the policy will lapse as
                                  defined in the grace period provision of the basic policy.

         Definition of            "Age 5," "age 60," and "age 65" begin on the policy anniversary nearest the insured's 5th,
         Age 5, Age 60            60th and 65th birthdays, respectively.
         and Age 65

         Total Disability        "Total Disability" means the inability of the insured to perform the substantial and material
                                 duties of his or her regular occupation. Such disability must be the result of an injury or a
                                 sickness. The injury or sickness must first manifest itself after the effective date of this rider.














         CLR10
         (5/99)







                                However, after this period of disability has continued for 60 months, the insured will be
                                considered to be totally disabled only if he or she is unable to perform the substantial and
                                material duties of any occupation for which he or she is reasonably fitted by education,
                                training or experience.

                                If, after this rider becomes effective, the insured suffers the total and irrecoverable loss of:

                                1. sight in both eyes, or

                                2. the use of both hands or both feet, or

                                3. the use of one hand and one foot,

                                this will be considered total disability as defined in this rider. With such a loss the insured
                                will still be considered disabled even though working at an occupation.

       Recurrent Total          If, while this policy and rider are in force, the insured becomes disabled again after having
       Disability               been totally disabled before, the new disability will be considered a continuation of the
                                previous period unless:

                                1. It is due to an entirely different cause; or

                                2. The insured has performed all of the material and substantial duties of a gainful
                                     occupation for a continuous period of 6 months or more between such periods of total
                                     disability.

       Risks Not                We will not credit the monthly premium waived under this rider to the policy's cash value if
       Assumed                  disability results from war or any act of war while the insured is in the military, naval or air
                                forces of any country at war. We will also not credit the monthly premium waived if the
                                insured becomes disabled while in a civilian non-combatant unit serving with such forces.

                                "War" includes undeclared war and "any country" includes any international organization
                                or combination of countries.

                                We will not credit the monthly premium waived under this rider to the policy's cash value if
                                disability results from intentionally self-inflicted injury.

       Termination              You may terminate this rider as of any monthly anniversary. To do this you must make a
                                proper written request. We may require the policy and this rider for endorsement. If this
                                rider is not already terminated, it will terminate on the date any of the following events first
                                occurs:

                                1.   When the insured attains age 65. This will be without prejudice to any benefits granted
                                     for total disability occurring before age 65; or

                                2.   The date the policy lapses; or

                                3.   The date the policy is surrendered; or

                                4.   The maturity date of the policy; or

                                5.   The date of death of the insured.

                                We will incur no liability for this rider if premiums for it are paid beyond its termination date.
                                Any premiums paid beyond that date will be returned with compound interest at 6% per
                                year.

       Notice of                Before we credit any monthly premium waived to the policy's cash value, we must be given:
       Claim and Proof          1. Written notice of claim for this benefit during the lifetime of the insured. This notice
       of Disability                 must be submitted during the continuance of total disability. This notice must be
                                     submitted no later than six months after this rider terminates.








       CLR10                                                      2
       (5/99)








                                 2.   Written proof of total disability within six months after we receive written notice of
                                      claim. In no event should this proof be submitted later than the date when any of the
                                      following events first occurs:

                                      a. One year after age 65 of the insured;

                                      b. Maturity of the policy;

                                      c. Surrender of the policy for its cash surrender value;

                                      d. One year from the due date of the first unpaid monthly deduction.

                                 Failure to give such notice and proof within the time allowed will not void the claim. We will
                                 consider the claim if you show us that it was not reasonably possible to file notice and
                                 proof on time. However, you must file notice and proof as soon as reasonably possible. In
                                 no event will we credit any monthly premium waived if its due date was more than one year
                                 before we were given notice of claim at our home office.

                                 We will require no further proof of disability and we will automatically credit further monthly
                                 premiums waived if:

                                 1. The insured is totally disabled at age 65; and

                                 2. All monthly premiums waived for at least the five years preceding age 65 have been
                                      credited.

        Examination of           We have the right to have the insured examined by our appointed examiner. Such exam will
        the Insured              be at our expense. We also have the right to require written proof of continuance of
                                 disability from the insured at the following times:

                                 1. After receipt of notice of claim;

                                 2. At reasonable intervals within two years after we receive proof of total disability;

                                 3. Not more than once each year after the first two years.

                                 We will not credit to the policy's cash value any further monthly premiums waived if the
                                 insured refuses to be medically examined. Nor will we credit to the policy's cash value
                                 further monthly premiums waived if proof of continuance of disability is not furnished when
                                 we request it.

        Incontestability         We cannot contest this rider after it has been in force during the lifetime of the insured for a
                                 period of two years from its issue date, excluding any period the insured is totally disabled.
                                 We cannot contest any reinstatement of this rider after it has been in force during the
                                 lifetime of the insured for a period of two years from the date we approve a reinstatement.

        Reinstatement            Within five years after the date this rider terminated due to policy lapsing, you may apply for
                                 reinstatement if:

                                 1.   The policy is also being reinstated; and

                                 2.   You submit proof satisfactory to us that the insured is insurable by our standards; and

                                 3.   You meet the premium requirements as described in the basic policy's reinstatement
                                      provision; and

                                 4.   The insured is alive on the date we approve the request for reinstatement. If the
                                      insured is not alive, such approval is void and of no effect.












        CLR10                                                     3
        (5/99)







                                You may apply for reinstatement of the policy with or without this rider. We have the right
                                to decide whether to approve the reinstatement of the policy with or without this rider.

        Cost of                 The cost of insurance for the Waiver of Specified Premium Rider is determined on a
        Insurance               monthly basis. The cost of insurance for a policy month is calculated as (a) multiplied by (b)
                                where:

                                a.  is the cost of insurance rate for this rider; and

                                b. is the monthly premium waived.

                                The cost of insurance rate for this rider is based on the attained age and rate class of the
                                insured. Cost of insurance rates will be determined by us based on expectations as to
                                future experience. However, these rates will not exceed those shown on the Guaranteed
                                Cost of Insurance Rates page for the Waiver of Specified Premium Rider.

                                Each monthly anniversary this rider is in force, the cost of insurance (as determined above)
                                will be added to the monthly deduction as defined in the Cash Values section of the basic
                                policy. This increased monthly deduction will be used to determine the cash value of the
                                policy on such monthly anniversary.

        General Provisions      If the insured becomes disabled during the grace period of the first monthly deduction in
                                default, we will allow this Waiver of Specified Premium as if default had not occurred.

                                However, you will be liable for the greater of:

                                1. the monthly premium waived; or

                                2.  an amount sufficient to cover all charges, as defined in the basic policy, due for that
                                    policy month.

                                Interest at 6% per year will be charged on the amount due.

        The issue date and effective date of this rider and the policy are the same unless another effective date of this rider
        is shown below.




             Date of Rider




                            SECRETARY                                                        PRESIDENT





                                      COVA
                 Cova Financial Services Life Insurance Company
                               St. Louis, Missouri


        CLR10                                                   4
        (5/99)
</TABLE>


                                      COVA

                             FINANCIAL SERVICES LIFE
                               INSURANCE COMPANY
                              St. Louis, Missouri

APPLICATION PART I:

1.   PROPOSED INSURED(S)
- --------------------------------------------------------------------------------
  Proposed Insured

  First Name            Initial     Last Name
  John                    J.          Doe
- --------------------------------------------------------------------------------
  Date of Birth   State of Birth     Sex
  5  /  1  /64      Missouri             |X| Male    || Female
- --------------------------------------------------------------------------------
  Social Security Number
       123-45-6789
       -----------
  123 Main Street
- --------------------------------------------------------------------------------
  Home Address (Number, Street, Apt. #)

      St. Louis               Missouri            11111
- --------------------------------------------------------------------------------
      City                     State               Zip

  Occupation              Earned Income          Net Worth

  Ironworker                 $50,000              $175,000
- --------------------------------------------------------------------------------

  Proposed Joint Insured (If applicable)

  First Name            Initial     Last Name


  Date of Birth   State of Birth     Sex

    /      /                         [ ]Male    [ ]Female


  Social Security Number

      -     -

- --------------------------------------------------------------------------------
  Home Address (Number, Street, Apt. #)

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

  Occupation              Earned Income          Net Worth


2.   REPLACEMENT
- --------------------------------------------------------------------------------
  Will the insurance being applied for replace or
  change any existing life insurance or annuity?           || Yes |X| No
- --------------------------------------------------------------------------------
  Will the insurance being applied for receive any
  values (to pay premiums/additional payments)
  from another policy/contract?                            || Yes |X| No

3.   BENEFICIARY
- --------------------------------------------------------------------------------
Provide Full Name and Relationship of each to Proposed Insured.


  Primary

  Jane Doe, Wife
- --------------------------------------------------------------------------------
  Contingent

  James Doe, Son
- --------------------------------------------------------------------------------

                         Application for Life Insurance

                                (TeleApplication)

4.   OWNER (If other than Proposed Insured(s))
Provide Full Name, Address, and Relationship to Proposed
- --------------------------------------------------------------------------------

Original Owner(s)



Social Security or Tax Number(s)
Of Original Owner(s) (REQUIRED BY LAW)_____________
123-45-6789
- --------------------------------------------------------------------------------

Contingent




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

5.   PLAN, BENEFITS, RIDERS, & BILLING
- --------------------------------------------------------------------------------
Plan Name                          Face Amount
 VUL                               $50,000
- --------------------------------------------------------------------------------

Contract Type
|X| Option A            || Option B          || Option C
- --------------------------------------------------------------------------------


Benefit Riders (If available on plan selected)
|_| Adjustable Benefit Rider
|_| Anniversary Partial Withdrawal Rider
|_| Lifetime Coverage Rider
|_| Secondary Guarantee Rider
|_| Supplemental Coverage Rider
|_| Other ___________________
|_| Other ___________________
|_| Other ___________________
- --------------------------------------------------------------------------------

Billing Mode & Premium Amount               $


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

6.   HEALTH STATUS

a.  Within the past 90 days, have you been diagnosed or
    treated for: cancer, heart disease, chest pain, stroke, or
    diabetes?

Proposed Insured           |X| Yes    || No
Proposed Joint Insured     || Yes     || No



b.  Have you used tobacco or nicotine products within the last
     24 months?


Proposed Insured     || No


|X| Yes  Type:           Amount/Frequency:      Date Last Used:
           Cigarettes      1 pack daily             Today


Proposed Joint Insured   || No
||Yes   Type:           Amount/Frequency:      Date Last Used:






CL9442TEL-CS
(5/99)



<TABLE>
<CAPTION>
<S>                                                                   <C>
7.   UNDERWRITING CONTACT INFORMATION

  PROPOSED INSURED                                                     PROPOSED JOINT INSURED

  Contact at: |X| Home  (314) 525-2211                                 Contact at: |_| Home  ___________________________
                           (Phone Number)                                                      (Phone Number)

               |_| Business _________________________                              |_| Business ________________________
                                (Phone Number)                                                      (Phone Number)


  Best days and time M-F after 5:00 p.m.                               Best days and time ______________________________


  Special Remarks ___________________________________                  Special Remarks _________________________________
</TABLE>


8.   ADDITIONAL   INSTRUCTIONS/HOME   OFFICE  ENDORSEMENT  [(Not  applicable  in
     Kentucky, Maryland, Minnesota, Missouri, New Hampshire,  Pennsylvania, West
     Virginia or Wisconsin)]
- --------------------------------------------------------------------------------







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

9.   NET PREMIUM ALLOCATION
- --------------------------------------------------------------------------------
     (Minimum of 5%. Percentages must be in whole numbers and total 100%. Unless
     otherwise directed, subsequent net premiums

<TABLE>
<CAPTION>
<S>                                                              <C>
    ____%  General Account
    [AIM Advisors Inc.]                                          [Massachusetts Financial Services Company]
       ____%  [AIM V.I. Value]                                       ____%  [MFS Research]
       ____%  [AIM V.I. Capital Appreciation]                        ____%  [MFS Emerging Growth]
       ____%  [AIM V.I. International Equity]                        ____%  [MFS Global Governments]
                                                                     ____%  [MFS High Income]
    [Alliance Capital]                                               ____%  [MFS Growth with Income]
       ____%  [Premier Growth]
       ____%  [Real Estate Investment]                           [Newport Fund Management, Inc.]
                                                                     ____%  [Newport Tiger]
    [Conning Asset Management Company]
       ____%  [Money Market]                                     [Oppenheimer Funds, Inc.]
                                                                     ____%  [High Income/VA]
    [Goldman Sachs Asset Management]                                 ____%  [Bond/VA]
       ____%  [Growth & Income]                                      ____%  [Capital Appreciation/VA]
                                                                     ____%  [Main Street Growth & Income/VA]
    [Goldman Sachs Asset Management International]                   ____%  [Strategic Bond/VA]
       ____%  [International Equity]
       ____%  [Global Income]                                    [Putnam Investments Management, Inc.]
                                                                     ____%  [VT Growth & Income Class 1A Shares]
    [Scudder Kemper Investments]                                     ____%  [VT International Growth Class 1A Shares]
       ____%  [Kemper Government Securities]                         ____%  [VT International New Opportunity Class 1A Shares]
       ____%  [Kemper Small Cap Growth]                              ____%  [VT New Value Class 1A Shares]
       ____%  [Kemper Small Cap Value]                               ____%  [VT Vista Class 1A Shares]
       ____%  [KemperDreman High Return Equity]
                                                                 [Templeton Asset Management, Ltd.]
    [J.P. Morgan Investment Management]                              ____%  [Developing Markets]
       ____%  [Select Equity]
       ____%  [Large Cap Stock]                                 [Templeton Investment Counsel, Inc.]
       ____%  [Small Cap Stock]                                      ____%  [International]
       ____%  [International Equity]
       ____%  [Quality Bond]                                    [Franklin Mutual Advisors]
                                                                     ____%  [Mutual Shares Investments]
    [Lord, Abbett & Company]
       ____%  [MidCap Value]                                       ____%  Other [                            ]
       ____%  [Large Cap Research]                                 ____%  Other [                            ]
       ____%  [Developing Growth]
       ____%  [Bond Debenture]
       ____%  [Growth & Income]
                   ===========================================

                            TOTAL ALLOCATION ______%
</TABLE>



CL9442TEL-CS
(5/99)


<TABLE>
<CAPTION>
10.  DOLLAR COST AVERAGING AND PORTFOLIO REBALANCING

     If desired,  choose either Dollar Cost Averaging or Portfolio  Rebalancing.
     These options are not available simultaneously.  (5% minimum to each chosen
     subaccount below. Percentages must be in whole numbers and total 100%.)

     |_| Dollar Cost Averaging:  I/We authorize Dollar Cost Averaging  transfers
     of $_________________ per month from the


     |_| Portfolio  Rebalancing:  I/We authorize Portfolio Rebalancing transfers
     according  to  the  Net  Premium   Allocation,   unless   otherwise   noted
     below. Choose either 1 or 2 below.

     |_| 1.  Periodic Rebalancing
                 <S>                    <C>                 <C>                           <C>
                 |_| Monthly           |_| Quarterly         |_|  Semi-Annually         |_|   Annually

     |_| 2.  Variance Rebalancing

                 Maximum Variance (%)      |_|               5%   |_|          10%   |_|         15%  |_|        20%

</TABLE>


<TABLE>
<CAPTION>
<S>                                                           <C>
   ____%  General Account
[AIM Advisors Inc.]                                           [Massachusetts Financial Services Company]
   ____%  [AIM V.I. Value]                                        ____%  [MFS Research]
   ____%  [AIM V.I. Capital Appreciation]                         ____%  [MFS Emerging Growth]
   ____%  [AIM V.I. International Equity]                         ____%  [MFS Global Governments]
                                                                  ____%  [MFS High Income]
[Alliance Capital]                                                ____%  [MFS Growth with Income]
   ____%  [Premier Growth]
   100 %  [Real Estate Investment]                           [Newport Fund Management, Inc.]
                                                                  ____%  [Newport Tiger]
[Conning Asset Management Company]
   ____%  [Money Market]                                      [Oppenheimer Funds, Inc.]
                                                                  ____%  [High Income/VA]
[Goldman Sachs Asset Management]                                  ____%  [Bond/VA]
   ____%  [Growth & Income]                                       ____%  [Capital Appreciation/VA]
                                                                  ____%  [Main Street Growth & Income/VA]
[Goldman Sachs Asset Management International]                    ____%  [Strategic Bond/VA]
   ____%  [International Equity]
   ____%  [Global Income]                                     [Putnam Investments Management, Inc.]
                                                                  ____%  [VT Growth & Income Class 1A Shares]
[Scudder Kemper Investments]                                      ____%  [VT International Growth Class 1A Shares]
   ____%  [Kemper Government Securities]                          ____%  [VT International New Opportunity Class 1A Shares]
   ____%  [Kemper Small Cap Growth]                               ____%  [VT New Value Class 1A Shares]
   ____%  [Kemper Small Cap Value]                                ____%  [VT Vista Class 1A Shares]
   ____%  [KemperDreman High Return Equity]
                                                              [Templeton Asset Management, Ltd.]
[J.P. Morgan Investment Management]                               ____%  [Developing Markets]
   ____%  [Select Equity]
   ____%  [Large Cap Stock]                                  [Templeton Investment Counsel, Inc.]
   ____%  [Small Cap Stock]                                       ____%  [International]
   ____%  [International Equity]
   ____%  [Quality Bond]                                     [Franklin Mutual Advisors]
                                                                  ____%  [Mutual Shares Investments]
[Lord, Abbett & Company]
   ____%  [MidCap Value]                                          ____%  Other [                            ]
   ____%  [Large Cap Research]                                    ____%  Other [                            ]
   ____%  [Developing Growth]
   ____%  [Bond Debenture]
   ____%  [Growth & Income]

                   ===========================================

                   ===========================================
                              TOTAL ALLOCATION   100%
</TABLE>




CL9442TEL-CS
(5/99)




<TABLE>
<CAPTION>
11.  SUITABILITY INFORMATION (To be answered by Owner(s).)
     <S>                                                                                                 <C>
     Have you received a Prospectus/Memorandum of Understanding for the policy applied for?                   |X| Yes  |_| No

     Date of Prospectus/Memorandum of Understanding 5/1/98

     Date of any supplement______________

     Do you understand that:

     -    The death benefit and cash  surrender  value will increase or decrease
          depending on the investment experience?                                                             |X| Yes  |_| No

     -    There is no guaranteed  minimum death benefit or cash surrender value?                              |X| Yes  |_| No

     Do you believe that the policy applied for meets your  insurance  needs and
     your anticipated financial needs?                                                                        |X| Yes  |_| No


     I  request  a copy  of the  Statement  of  Additional  Information  for the
     following Investment Company(ies):

12.  TELEPHONE TRANSFER

     I/We authorize  Cova Financial Life Insurance  Company (Cova) or any person
     authorized by Cova to accept  telephone  transfer  instructions  and/or net
     premium   payment   allocation   changes  from  me/us  and  my   Registered
     Representative/Agent.  Telephone transfers will be automatically  permitted
     unless you check one or both of the boxes below  indicating that you do not
     wish to authorize telephone transfers.  Cova will use reasonable procedures
     to confirm that instructions communicated by telephone are genuine. If Cova
     fails to use such  procedures,  Cova may be liable  for any  losses  due to
     unauthorized or fraudulent instructions.

     I/We DO NOT wish to authorize  telephone transfers for the following (check
     applicable boxes):

    |_|  Owner(s)           |_|  Registered Representative/Agent



13.  [ELECTRONIC PROSPECTUS OPTION

     In the future, Cova may deliver prospectus updates,  semi-annual and annual
     reports to consenting policy owners  electronically by the delivery methods
     listed below.  If you wish to receive future updates in this manner,  check
     your choice below.

<S>      <C>
[ ]      1)  mailing a diskette containing the document;
[ ]      2)  mailing a CD-ROM containing the document;
[ ]      3)  e-mailing the document; or
[ ]      4) e-mailing a notice identifying an Internet site where the document can be viewed and downloaded.


     Whichever  option you choose,  Cova will supply the  documents  in a format
     compatible with one of the following (please choose one):

[ ]      Microsoft Windows
[ ]      Macintosh


     Please indicate your consent by checking the appropriate boxes.

     You may incur  normal  and  customary  online  usage  charges  to receive a
     document under Option 3 or 4. If you would like to receive these  documents
     in electronic  format when available,  please check the box and insert your
     e-mail  address  here  (___________________________________).  This consent
     will be in effect  until you  revoke it.  You can  revoke  your  consent by
     calling Cova's Service Center at:  [1-800-123-4567] or writing to [P.O. Box
     104490, St. Louis, MO 63178]. You may revoke it at any time. If you consent
     to electronic delivery, at any time you also may request that we send you a
     paper copy.]
</TABLE>



CL9442TEL-CS
(5/99)


     DECLARATIONS

     I/We agree that all the statements and answers in this  application and any
     amendments  to it,  including  any  supplements,  are  true,  complete  and
     correctly  recorded.  I/We also agree that this  application,  any required
     medical examination, and any supplement or amendment to either will be part
     of the  policy  issued.  If a premium  payment is given in  exchange  for a
     Temporary Insurance Agreement (TIA), the Company will be liable only as set
     forth in that Agreement.  If a premium payment is not given, then insurance
     will take  effect  when a policy is  approved  by the  Company for issue as
     applied  for,  the  first  full  premium  is  paid,   and  the  health  and
     insurability  of any person  proposed for insurance  have not changed since
     the date of this  application.  If a policy is issued other than as applied
     for,  insurance will take effect under the policy only when a policy issued
     by the Company is  delivered  to and accepted by me, the first full premium
     is paid,  and the  health  and  insurability  of any  person  proposed  for
     insurance have not changed since the date of this application.

  PROPOSED INSURED'S AUTHORIZATION

     I/We authorize any physician, medical practitioner, hospital, clinic, other
     medical or  medically  related  facility,  insurance  company,  the Medical
     Information Bureau (MIB),  consumer reporting agency or employer to release
     to Cova Financial Life Insurance Company, its subsidiaries,  its reinsurers
     or its legal  representatives  any  information  they may have  relative to
     diagnosis,  treatment  and  prognosis of any  physical or mental  condition
     including drug and/or alcohol abuse and/or any other  information about me.
     I/We  understand  that any  information  obtained will be used to determine
     eligibility  for  insurance  and  will not be  released  to any  person  or
     organization  except  reinsurers,  the MIB, other persons or  organizations
     performing  business or legal services in connection  with my  application,
     and other insurance  companies to whom I/We have applied or to whom a claim
     has been made,  or as may be otherwise  lawfully  required,  or as I/We may
     further  authorize.  I/We  know  that  I/We  may  request  a copy  of  this
     authorization.  I/We also acknowledge  receipt of the Notice of Information
     Practices.  I/We  understand  that if an  investigative  consumer report is
     ordered in connection  with this  application,  I/We may be  interviewed in
     connection with the preparation of the report and, upon request,  I/We will
     be  provided  with a copy  of the  report.  A  photographic  copy  of  this
     authorization will be as valid as the original.  This authorization will be
     valid for 30 months from the date shown below.

OWNER'S CERTIFICATION: Under the penalties of perjury, I/We certify that: 1) The
number(s) shown on this form is my/our correct Taxpayer Identification Number(s)
(or,  if no  number(s)  is shown,  I/We am waiting  for a number to be issued to
me/us);  and 2) I/We am not subject to backup  withholding  either  because I/We
have not been  notified  by the  Internal  Revenue  Service  (IRS)  that I/We am
subject to backup withholding as a result of a failure to report all interest or
dividends,  or the IRS has  notified  me/us  that I/We am no longer  subject  to
backup withholding.

PLEASE  NOTE:  Cross out and initial #2) above if you have been  notified by the
IRS  that  you  are  currently   subject  to  backup   withholding   because  of
underreporting interest or dividends on your tax return.

The IRS does not require  consent to any provision of this  document  other than
the certifications required to avoid backup withholding.


<TABLE>
<CAPTION>
<S>                                          <C>
  AGENT: Do you certify that you have truly and accurately  recorded on this  application the information  supplied
  by the applicant?                       |X| Yes      || No




  To the best of your  knowledge,  is this a  replacement?  (If "Yes",  complete  and submit  required  replacement
  forms.)
                                          || Yes      |X| No

  Did you  deliver  the  current  prospectus  and were all of the  written  sales  materials  used  printed by Cova
  Financial Life Insurance Company?       |X| Yes      || No


  [Home Office Program Information:

  Select one of the options  listed  below.  Once  selected,  the option may not be  changed.  If no  selection  is
  made, Option T will apply.


  Option T
  Option N/T ]

  In light of the  financial  need of the  Proposed  Insured(s)  and  Owner(s),  the  purpose of this sale has been
  discussed with the Owner(s), and I believe this application to be a suitable recommendation.





  X  ____________________________
     Signature of Licensed Agent



           Missouri
- --------------------------------------------------------------------------------
        State Where Signed              Date (MM/DD/YY)


  X
- --------------------------------------------------------------------------------
      Signature of Proposed Insured (Parent or Guardian
      if Proposed Insured under age 18.)


           Missouri
- --------------------------------------------------------------------------------
        State Where Signed              Date (MM/DD/YY)


  X
- --------------------------------------------------------------------------------
      Signature of Proposed Joint Insured (If applicable.  Parent
      or Guardian if Proposed Insured under age 18.)

  X
- --------------------------------------------------------------------------------
      Signature of Owner (If other than Proposed Insured(s).)

  X
- --------------------------------------------------------------------------------
      Signature of Joint Owner  (If applicable and other
      than Proposed Insured(s))
</TABLE>




CL9442TEL-CS
(5/99)

                                      COVA

                             FINANCIAL SERVICES LIFE
                                INSURANCE COMPANY
                               ST. LOUIS, MISSOURI

APPLICATION PART I:

1.   PROPOSED INSURED(S)
- --------------------------------------------------------------------------------
  Proposed Insured

  First Name            Initial     Last Name
  John                    J.          Doe
- --------------------------------------------------------------------------------
  Date of Birth   State of Birth     Sex
  5  /  1  /64      Missouri             |X| Male    || Female
- --------------------------------------------------------------------------------
  Social Security Number
       123-45-6789
       -----------
  123 Main Street
- --------------------------------------------------------------------------------
  Home Address (Number, Street, Apt. #)

      St. Louis               Missouri            11111
- --------------------------------------------------------------------------------
      City                     State                  Zip

  Occupation              Earned Income          Net Worth

  Ironworker                 $50,000              $175,000
- --------------------------------------------------------------------------------

  Proposed Joint Insured (If applicable)

  First Name            Initial     Last Name


  Date of Birth   State of Birth     Sex


    /      /                         [ ]Male    [ ]Female


  Social Security Number

      -     -

- --------------------------------------------------------------------------------
  Home Address (Number, Street, Apt. #)

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

  Occupation              Earned Income          Net Worth


2.   REPLACEMENT
- --------------------------------------------------------------------------------
  Will the insurance being applied for replace or
  change any existing life insurance or annuity?           || Yes |X| No
- --------------------------------------------------------------------------------
  Will the insurance being applied for receive any
  values (to pay premiums/additional payments)
  from another policy/contract?                            || Yes |X| No

3.   BENEFICIARY
- --------------------------------------------------------------------------------
Provide Full Name and Relationship of each to Proposed Insured.

  Primary

  Jane Doe, Wife
- --------------------------------------------------------------------------------
  Contingent

  James Doe, Son
- --------------------------------------------------------------------------------

                         Application for Life Insurance

                                (TeleApplication)

4.   OWNER (If other than Proposed Insured(s))
Provide Full Name, Address, and Relationship to Proposed
- --------------------------------------------------------------------------------

Original Owner(s)



Social Security or Tax Number(s)
Of Original Owner(s) (REQUIRED BY LAW)_____________
123-45-6789
- --------------------------------------------------------------------------------

Contingent




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

5.   PLAN, BENEFITS, RIDERS, & BILLING
- --------------------------------------------------------------------------------
Plan Name                          Face Amount
 VUL                               $50,000
- --------------------------------------------------------------------------------

Contract Type
|X| Option A            || Option B          || Option C
- --------------------------------------------------------------------------------


Benefit Riders (If available on plan selected)
|_| Adjustable Benefit Rider
|_| Anniversary Partial Withdrawal Rider
|_| Lifetime Coverage Rider
|_| Secondary Guarantee Rider
|_| Supplemental Coverage Rider
|_| Other ___________________
|_| Other ___________________
|_| Other ___________________
- --------------------------------------------------------------------------------

Billing Mode & Premium Amount               $


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

6.   HEALTH STATUS

a.  Within the past 90 days, have you been diagnosed or
    treated for: cancer, heart disease, chest pain, stroke, or
    diabetes?

Proposed Insured           |X| Yes    || No


Proposed Joint Insured     || Yes     || No



b.  Have you used tobacco or nicotine products within the last
     24 months?


Proposed Insured     || No


|X| Yes  Type:           Amount/Frequency:      Date Last Used:
           Cigarettes      1 pack daily             Today


Proposed Joint Insured   || No
||Yes   Type:           Amount/Frequency:      Date Last Used:


CL9442TEL-FR
(5/99)

<TABLE>
<CAPTION>
<S>                                                                   <C>
7.   UNDERWRITING CONTACT INFORMATION

  PROPOSED INSURED                                                     PROPOSED JOINT INSURED

  Contact at: |X| Home  (314) 525-2211                                 Contact at: |_| Home  ___________________________
                           (Phone Number)                                                      (Phone Number)

               |_| Business _________________________                              |_| Business ________________________
                                (Phone Number)                                                      (Phone Number)


  Best days and time M-F after 5:00 p.m.                               Best days and time ______________________________


  Special Remarks ___________________________________                  Special Remarks _________________________________
</TABLE>


8.   ADDITIONAL   INSTRUCTIONS/HOME   OFFICE  ENDORSEMENT  [(Not  applicable  in
     Kentucky, Maryland, Minnesota, Missouri, New Hampshire,  Pennsylvania, West
     Virginia or Wisconsin)]
- --------------------------------------------------------------------------------






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




<TABLE>
<CAPTION>
9.   NET PREMIUM ALLOCATION
- --------------------------------------------------------------------------------
     (Minimum of 5%. Percentages must be in whole numbers and total 100%. Unless
     otherwise directed, subsequent net premiums will be allocated as shown.)


    (Minimum of 5%.  Percentages must be in whole numbers and total 100%. Unless otherwise  directed,  subsequent net premiums will
<S>                                                                 <C>
    ____%  General Account
    [Frank Russell Company]                                         [Conning Asset Management Company]
    ____%  [Multi-Style Equity]                                      ____%  [Money Market]
   100  %  [Aggressive Equity]
    ____%  [Non-U.S.]
    ____%  [Core Bond]


                          ============================
                             TOTAL ALLOCATION 100%
</TABLE>


<TABLE>
<CAPTION>
10.  DOLLAR COST AVERAGING AND PORTFOLIO REBALANCING

     If desired,  choose either Dollar Cost Averaging or Portfolio  Rebalancing.
     These options are not available simultaneously.  (5% minimum to each chosen
     subaccount below. Percentages must be in whole numbers and total 100%.)

     |_| Dollar Cost Averaging:  I/We authorize Dollar Cost Averaging  transfers
     of $_________________ per month from the


     |_| Portfolio  Rebalancing:  I/We authorize Portfolio Rebalancing transfers
     according  to  the  Net  Premium   Allocation,   unless   otherwise   noted
     below. Choose either 1 or 2 below.

     |_| 1.  Periodic Rebalancing
                 <S>                    <C>                 <C>                           <C>
                 |_| Monthly           |_| Quarterly         |_|  Semi-Annually         |_|   Annually

     |_| 2.  Variance Rebalancing

                 Maximum Variance (%)      |_|               5%   |_|          10%   |_|         15%  |_|        20%

</TABLE>

<TABLE>
<CAPTION>
<S>                                                                 <C>
   ____%  General Account
   [Frank Russell Company]                                          [Conning Asset Management Company]
      ____%  [Multi-Style Equity]                                       ____%  [Money Market]
      ____%  [Aggressive Equity]
      ____%  [Non-U.S.]
      ____%  [Core Bond]



                   ===========================================
                            TOTAL ALLOCATION _____%
</TABLE>



CL9442TEL-FR
(5/99)


<TABLE>
<CAPTION>
11.  SUITABILITY INFORMATION (To be answered by Owner(s).)
     <S>                                                                                                 <C>
     Have you received a Prospectus/Memorandum of Understanding for the policy applied for?                   |X| Yes  |_| No

     Date of Prospectus/Memorandum of Understanding 5/1/98

     Date of any supplement______________

     Do you understand that:

     -    The death benefit and cash  surrender  value will increase or decrease
          depending on the investment experience?                                                             |X| Yes  |_| No

     -    There is no guaranteed  minimum death benefit or cash surrender value?                              |X| Yes  |_| No

     Do you believe that the policy applied for meets your  insurance  needs and
     your anticipated financial needs?                                                                        |X| Yes  |_| No


     I  request  a copy  of the  Statement  of  Additional  Information  for the
     following Investment Company(ies):

12.  TELEPHONE TRANSFER

     I/We authorize  Cova Financial Life Insurance  Company (Cova) or any person
     authorized by Cova to accept  telephone  transfer  instructions  and/or net
     premium   payment   allocation   changes  from  me/us  and  my   Registered
     Representative/Agent.  Telephone transfers will be automatically  permitted
     unless you check one or both of the boxes below  indicating that you do not
     wish to authorize telephone transfers.  Cova will use reasonable procedures
     to confirm that instructions communicated by telephone are genuine. If Cova
     fails to use such  procedures,  Cova may be liable  for any  losses  due to
     unauthorized or fraudulent instructions.

     I/We DO NOT wish to authorize  telephone transfers for the following (check
     applicable boxes):

    |_|  Owner(s)           |_|  Registered Representative/Agent



13.  [ELECTRONIC PROSPECTUS OPTION

     In the future, Cova may deliver prospectus updates,  semi-annual and annual
     reports to consenting policy owners  electronically by the delivery methods
     listed below.  If you wish to receive future updates in this manner,  check
     your choice below.

<S>      <C>
[ ]      1)  mailing a diskette containing the document;
[ ]      2)  mailing a CD-ROM containing the document;
[ ]      3)  e-mailing the document; or
[ ]      4) e-mailing a notice identifying an Internet site where the document can be viewed and downloaded.


     Whichever  option you choose,  Cova will supply the  documents  in a format
     compatible with one of the following (please choose one):

[ ]      Microsoft Windows
[ ]      Macintosh


     Please indicate your consent by checking the appropriate boxes.

     You may incur  normal  and  customary  online  usage  charges  to receive a
     document under Option 3 or 4. If you would like to receive these  documents
     in electronic  format when available,  please check the box and insert your
     e-mail  address  here  (___________________________________).  This consent
     will be in effect  until you  revoke it.  You can  revoke  your  consent by
     calling Cova's Service Center at:  [1-800-123-4567] or writing to [P.O. Box
     104490, St. Louis, MO 63178]. You may revoke it at any time. If you consent
     to electronic delivery, at any time you also may request that we send you a
     paper copy.]
</TABLE>


CL9442TEL-FR
(5/99)

     DECLARATIONS

     I/We agree that all the statements and answers in this  application and any
     amendments  to it,  including  any  supplements,  are  true,  complete  and
     correctly  recorded.  I/We also agree that this  application,  any required
     medical examination, and any supplement or amendment to either will be part
     of the  policy  issued.  If a premium  payment is given in  exchange  for a
     Temporary Insurance Agreement (TIA), the Company will be liable only as set
     forth in that Agreement.  If a premium payment is not given, then insurance
     will take  effect  when a policy is  approved  by the  Company for issue as
     applied  for,  the  first  full  premium  is  paid,   and  the  health  and
     insurability  of any person  proposed for insurance  have not changed since
     the date of this  application.  If a policy is issued other than as applied
     for,  insurance will take effect under the policy only when a policy issued
     by the Company is  delivered  to and accepted by me, the first full premium
     is paid,  and the  health  and  insurability  of any  person  proposed  for
     insurance have not changed since the date of this application.

  PROPOSED INSURED'S AUTHORIZATION

     I/We authorize any physician, medical practitioner, hospital, clinic, other
     medical or  medically  related  facility,  insurance  company,  the Medical
     Information Bureau (MIB),  consumer reporting agency or employer to release
     to Cova Financial Life Insurance Company, its subsidiaries,  its reinsurers
     or its legal  representatives  any  information  they may have  relative to
     diagnosis,  treatment  and  prognosis of any  physical or mental  condition
     including drug and/or alcohol abuse and/or any other  information about me.
     I/We  understand  that any  information  obtained will be used to determine
     eligibility  for  insurance  and  will not be  released  to any  person  or
     organization  except  reinsurers,  the MIB, other persons or  organizations
     performing  business or legal services in connection  with my  application,
     and other insurance  companies to whom I/We have applied or to whom a claim
     has been made,  or as may be otherwise  lawfully  required,  or as I/We may
     further  authorize.  I/We  know  that  I/We  may  request  a copy  of  this
     authorization.  I/We also acknowledge  receipt of the Notice of Information
     Practices.  I/We  understand  that if an  investigative  consumer report is
     ordered in connection  with this  application,  I/We may be  interviewed in
     connection with the preparation of the report and, upon request,  I/We will
     be  provided  with a copy  of the  report.  A  photographic  copy  of  this
     authorization will be as valid as the original.  This authorization will be
     valid for 30 months from the date shown below.

OWNER'S CERTIFICATION: Under the penalties of perjury, I/We certify that: 1) The
number(s) shown on this form is my/our correct Taxpayer Identification Number(s)
(or,  if no  number(s)  is shown,  I/We am waiting  for a number to be issued to
me/us);  and 2) I/We am not subject to backup  withholding  either  because I/We
have not been  notified  by the  Internal  Revenue  Service  (IRS)  that I/We am
subject to backup withholding as a result of a failure to report all interest or
dividends,  or the IRS has  notified  me/us  that I/We am no longer  subject  to
backup withholding.

PLEASE  NOTE:  Cross out and initial #2) above if you have been  notified by the
IRS  that  you  are  currently   subject  to  backup   withholding   because  of
underreporting interest or dividends on your tax return.

The IRS does not require  consent to any provision of this  document  other than
the certifications required to avoid backup withholding.


<TABLE>
<CAPTION>
<S>                                          <C>
  AGENT: Do you certify that you have truly and accurately  recorded on this  application the information  supplied
  by the applicant?                       |X| Yes      || No




  To the best of your  knowledge,  is this a  replacement?  (If "Yes",  complete  and submit  required  replacement
  forms.)
                                          || Yes      |X| No

  Did you  deliver  the  current  prospectus  and were all of the  written  sales  materials  used  printed by Cova
  Financial Life Insurance Company?       |X| Yes      || No


  [Home Office Program Information:


  Select one of the options  listed  below.  Once  selected,  the option may not be  changed.  If no  selection  is
  made, Option T will apply.


  Option T
  Option N/T ]

  In light of the  financial  need of the  Proposed  Insured(s)  and  Owner(s),  the  purpose of this sale has been
  discussed with the Owner(s), and I believe this application to be a suitable recommendation.





  X  ____________________________
     Signature of Licensed Agent



           Missouri
- --------------------------------------------------------------------------------
        State Where Signed              Date (MM/DD/YY)


  X
- --------------------------------------------------------------------------------
      Signature of Proposed Insured (Parent or Guardian
      if Proposed Insured under age 18.)


           Missouri
- --------------------------------------------------------------------------------
        State Where Signed              Date (MM/DD/YY)


  X
- --------------------------------------------------------------------------------
      Signature of Proposed Joint Insured (If applicable.  Parent
      or Guardian if Proposed Insured under age 18.)

  X
- --------------------------------------------------------------------------------
      Signature of Owner (If other than Proposed Insured(s).)

  X
- --------------------------------------------------------------------------------
      Signature of Joint Owner  (If applicable and other
      than Proposed Insured(s))
</TABLE>



CL9442TEL-FR
(5/99)




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