COVA VARIABLE LIFE ACCOUNT ONE
S-6/A, 1999-10-22
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                                                Registration  No.  333-83165
 -----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        PRE-EFFECTIVE AMENDMENT NO. 1 TO

                                    FORM S-6

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

A.  Cova  Variable  Life  Account  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, General
    P.O. Box 5108                           Counsel and Secretary
    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 Joint and Last Survivor 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            The Company; 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            The Company; 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  underlying
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 contains  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 JOINT AND LAST SURVIVOR
                         VARIABLE LIFE INSURANCE POLICY

                                    issued by

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                         COVA VARIABLE LIFE ACCOUNT ONE

This prospectus  describes the Flexible Premium Joint and Last Survivor 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
(you can invest in up to 15 of the Investment Funds and the General Account at
any one time). When you purchase a Policy,  you bear the complete  investment
risk. This means that the 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 Joint
and Last Survivor  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....................................................................................................11

SUMMARY  ........................................................................................................14
         The Variable Life Insurance Policy......................................................................14
         Purchases...............................................................................................14
         Investment Choices......................................................................................15
         Expenses ...............................................................................................16
         Death Benefit...........................................................................................18
         Taxes    ...............................................................................................19
         Access to Your Money....................................................................................19
         Other Information.......................................................................................19
         Inquiries...............................................................................................20

PART I   ........................................................................................................22
         The Variable Life Insurance Policy......................................................................22
         Purchases...............................................................................................22
                  Application for a Policy.......................................................................22
                           Premiums..............................................................................22
                  Unscheduled Premiums...........................................................................23
                  Lapse and Grace Period.........................................................................23
                  Reinstatement..................................................................................24
                  Allocation of Premium..........................................................................25
                  Cash Value of your Policy......................................................................25
                  Method of Determining Cash Value of an Investment Fund.........................................25
                  Net Investment Factor..........................................................................26
                  Our Right to Reject or Return a Premium Payment................................................27
         Investment Funds........................................................................................28
                  Substitution and Limitations on Further Investments............................................31
                  Transfers......................................................................................31
                  Dollar Cost Averaging..........................................................................32
                  Portfolio Rebalancing..........................................................................32
                  Approved Asset Allocation Programs.............................................................32
         Expenses ...............................................................................................33
                  Tax Charges....................................................................................33
                  Sales Charge...................................................................................33
                  Selection and Issue Expense Charge.............................................................34
                  Monthly Policy Charge..........................................................................34
                  Monthly Cost of Insurance......................................................................34
                  Charges for Additional Benefit Riders..........................................................36
                  Mortality and Expense Risk Charge..............................................................36
                  Surrender Charge...............................................................................37
                  Transaction Charges............................................................................38
                  Investment Fund Expenses.......................................................................38
         DEATH BENEFIT...........................................................................................42
                  Change of Death Benefit........................................................................43
                  Decrease in Face Amount........................................................................44
         TAXES    ...............................................................................................44
                  Life Insurance in General......................................................................44
                  Taking Money out of Your Policy................................................................45
                  Diversification................................................................................45
         ACCESS TO YOUR MONEY....................................................................................45
                  Policy Loans...................................................................................46
                  Loan Interest Charged..........................................................................46
                  Security ......................................................................................47
                  Repaying Policy Debt...........................................................................47
                  Partial Withdrawals............................................................................47
                  Pro-Rata Surrender.............................................................................49
                  Full Surrenders................................................................................49
         OTHER INFORMATION.......................................................................................49
                  Cova     ......................................................................................49
                  Distribution...................................................................................50
                  Year 2000......................................................................................50
                  The Separate Account...........................................................................50
                  Suspension of Payments or Transfers............................................................51
                  Ownership......................................................................................51
                  Adjustment of Charges..........................................................................52
PART II  ........................................................................................................52
         Executive Officers and Directors........................................................................52
         Voting   ...............................................................................................57
         Disregard of Voting Instructions........................................................................58
         Legal Opinions..........................................................................................58
         Our Right to Contest....................................................................................58
         Additional Benefits.....................................................................................
         Federal Tax Status......................................................................................59
                  Introduction...................................................................................59
                  Diversification................................................................................59
                  Tax Treatment of the Policy....................................................................61
                  Policy Proceeds................................................................................61
                  Tax Treatment of Loans And Surrenders..........................................................61
                  Multiple Policies..............................................................................62
                  Tax Treatment of Assignments...................................................................63
                  Qualified Plans................................................................................63
         Reports to Owners.......................................................................................63
         Legal Proceedings.......................................................................................63
         Experts  ...............................................................................................63
         Financial Statements....................................................................................63
         Appendix ...............................................................................................63
</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 an 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 Last 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 younger Insured's Attained Age 100.

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

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

Insureds - The persons whose lives are 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 each  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.

Last Insured - The Insured whose death  succeeds the death of all other Insureds
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 joint and last survivor  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
Insureds' joint age, sex (except in unisex  policies) and risk class. The Target
Premium is used to  calculate  the first  year's  premium  expense  charge,  the
surrender charge, and agent compensation under the Policy.

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

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

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

                                     SUMMARY

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 both of the persons  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
Insureds  are the  persons  you choose to have  their  lives  insured  under the
Policy. You, the owner, can also be one of the Insureds,  but you do not have to
be.

The Policy  described in this  prospectus  is a flexible  premium joint and last
survivor 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 either 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 Last 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 $100,000.

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  Insureds.  We may  require  each of the
Insureds 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. However, you can only put your money in up to 15 of the Investment Funds
and the General Account at any one time. A detailed  description of the
Investment Funds, their investment policies, restrictions, risks, and charges is
contained  in the prospectuses  for each Investment  Fund. You should read the
prospectuses carefully.

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 currently
          equal to 2.10% to pay the state and local premium  taxes.

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

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

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

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


          * 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 Insureds.

          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 Insureds, 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.  We will not increase the mortality and expense risk charge to
          .55% in years 11 and beyond.

Investment Fund Expenses
<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 to waive, at least until April 30, 2000,
     a portion of the management fee, up to the full amount of that fee, equal to
     the amount by which the Fund's total operating  expenses exceed the amounts
     set forth  above under  "Total  Annual Fund  Expenses" and to reimburse
     the Fund for all remaining expenses, after fee waivers which exceed the
     amount set forth  above for each Fund under  "Total  Annual Fund
     Expenses."  Absent such waiver and  reimbursement,  the management fees and
     total operating expenses would be .78% and 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; .85% and 1.15% for the Real Estate Securities Fund; and .60%
     and 1.28% for the Core Bond Fund.
</FN>
</TABLE>


          * 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 Last
               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 Last  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 on the date of
the Last  Insured's  death,  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 on the date of the Last  Insured's
death multiplied by an Attained Age factor.

So long as the Policy remains in force,  prior to the younger 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
decrease 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 either Insured
and we will pay you the Cash Surrender Value of your Policy.  At any time during
either of the Insureds' lifetimes 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 one of the
Insureds, 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 of one of the Insureds.

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

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

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


                                     PART I

1.   The Variable Life Insurance Policy

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

The Policy provides for life insurance  coverage on the Insureds.  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  both of the
Insureds die, 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 both of the proposed Insureds. In some cases, we will
ask for  additional  information.  We may  request  that the  proposed  Insureds
provide us with medical  records,  a physician's  statement or possibly  require
other medical tests.

Premiums

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

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

Unscheduled Premiums

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

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

     (1)  refuse that premium payment, or

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

Lapse and Grace Period

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

     *    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 Insureds 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 Last 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 both of the Insureds are still
          insurable  at the risk class that  applies  for the latest Face Amount
          portion  then in effect (if only one  Insured is alive on the date the
          Policy lapsed, you need only submit proof for the living Insured);

     *    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 an Insured who
was living at the time of lapse 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.

You can only invest in up to 15 of the Investment Funds and the General Account
at any one time.

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

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

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.

Approved Asset Allocation Programs

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

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

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

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

4.  Expenses

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

Tax Charges

There are charges for Federal taxes, and state and local premium taxes which are
deducted from each premium payment.  The Federal tax charge is currently 1.3% of
each premium. The premium tax charge is currently 2.10% of premium payments.  If
the tax rates change, we may change the amount of the deduction to cover the new
rate.

Sales Charge

<TABLE>
<CAPTION>
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:
<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 Insureds.  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 both  Insureds and the
fact that the death  benefit is not payable until the death of the Last 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 Insureds at issue. The monthly cost
of insurance rates generally increase as the Insureds' Attained Ages increase.

The rate class of the Insureds 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 Insureds 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
Ages of the Insureds.  Higher rates apply if either  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;
         *        upon a Pro-Rata Surrender; or
         *        upon a decrease in Face Amount.

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

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

The surrender charge percentage is shown in the following table.


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

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

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

The  amount  of the  surrender  charge  deducted  upon a partial  withdrawal  or
Pro-Rata Surrender will equal a fraction of the charge that would be deducted if
the Policy were  surrendered  at that time.  The fraction  will be determined by
dividing the amount of the  withdrawal  by the 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.

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

Transaction Charges

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

Investment Fund Expenses

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

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

The  Investment  Fund  expenses are collected  from the  underlying Investment
Fund, and are not direct charges against the Separate Account assets or
reductions from the Policy's 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 Funds and was not  independently  verified by us. Except as otherwise
specifically  noted,  the  management  fees and other expenses are not currently
subject to fee waivers or expense reimbursements.

5.  DEATH BENEFIT

The amount of the death benefit depends on the total Face Amount, the Cash Value
of your  Policy on the date of the Last  Insured's  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 the Last Insured's  death
          multiplied  by  the  applicable   multiple  percentage  shown  in  the
          "Applicable  Percentage of Cash Value Table For Younger  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 the
          Last Insured's death; or

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

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


        Younger 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 Last 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 younger Insured's Attained Age is 100, then
the Death Benefit will be 101% of the Policy's Cash Value.

Change of Death Benefit

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

A death benefit  Option A Policy may be changed to have death benefit  Option B.
The Face Amount will be decreased to equal the death benefit less the 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.

Decrease in Face Amount

Subject  to certain  limitations  set forth  below,  you may  decrease  (but not
increase)  the Face  Amount of a Policy  once each  Policy  year after the first
Policy year. A written request is required for a reduction in the Face Amount. A
reduction  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  decrease  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.

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 Last 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  either  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.

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

Interest  credited to the 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

<TABLE>
<CAPTION>
The  borrowing  rate we charge for  Policy  loan  interest  will be based on the
following schedule:

                           For Loans                          Annual
                           Outstanding During                 Interest Rate
                           ------------------                 -------------
<S>                                         <C>               <C>
                           Policy Years     1-10              4.50%
                           Policy Years     11-20             4.25%
                           Policy Years     21+               4.15%
</TABLE>

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 Last 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:

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

b)   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 Last 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
(General American Life) purchased Cova,  which on that date changed its name to
Cova Financial  Services Life Insurance Company. On August 26, 1999, it was
announced that The Metropolitan Life Insurance Company would purchase General
American Life.  Metropolitan Life is one of the country's oldest and most
financially sound life insurance organizations.

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 paid to broker-dealers who sell the Policies.  Currently,
broker-dealers will be paid first-year commissions equal up to 90% of Target
Premiums and 4.0% of excess premiums paid in Policy year 1.  In renewal years,
the commissions will equal up to 5.0% of premiums paid in Policy years 2-10
and 2.0% in Policy years 11 and beyond.  In addition, broker-dealers will
receive annually, an asset-based compensation equal to .25% of Cash Value for
all Policy years beginning the 13th month.  Sometimes, Cova enters into an
agreement with the broker-dealer to pay the broker-dealer persistency bonuses
in addition to the standard commission.

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 Insureds jointly are 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 one or both of the Insureds,  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 Last Insured. Unless an irrevocable Beneficiary has been named, you
can change the Beneficiary at any time before the Last Insured dies. If there is
an irrevocable  Beneficiary,  all Policy changes except premium  allocations and
transfers require the consent of the Beneficiary.

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

One or more irrevocable Beneficiaries may be named.

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

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

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

Adjustment of Charges

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

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

PART II

Executive Officers and Directors

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

<TABLE>
<CAPTION>
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 1998;
                                         Vice President of Cova Life Administration Services
                                         Company (CLASC) - 1998 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.

E. Thomas 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 1998; Vice President
                                         of CLASC - 1998 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.

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; Secretary of
                                         Cova, CFLIC, FCLIC and CLMC since July 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; Director
                                         of Cova, CFLIC and FCLIC - September 1999 to present.

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

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

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

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

Voting

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

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

The voting  interests of the Owner in the funds will be  determined  as follows:
Owners  may cast one vote for each $100 of  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 lifetime of either  Insured for two years.  If
the Policy is  reinstated,  the  two-year  period is  measured  from the date of
reinstatement.  In addition,  if either Insured  commits suicide in the two-year
period,  or such period as specified  in state law, the benefit  payable will be
limited to premiums paid less Indebtedness and less any surrenders. We also have
the  right to  adjust  any  benefits  under the  Policy  if the  answers  in the
application regarding the use of tobacco are not correct.

Additional Benefits

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

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

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

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

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

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

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

Divorce Split Rider - This rider allows the Policy to be split into two
separate policies in the event of the divorce of a married couple who are the
Insureds under the Policy.

Estate Preservation Term Rider - This rider provides joint level term
insurance, payable at the death of the Last Insured, for a period of four
years from the date of the rider.

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, including those resulting
from the lapse of the Policy, may also be subject  to an additional 10% federal
income tax penalty  applied to the income portion of such distribution.  The
penalty shall not apply,  however, to any distributions:  (1) made on or after
the date on which the taxpayer reaches age 59 1/2; (2) which is attributable to
the taxpayer  becoming  disabled  (within the meaning of Section 72(m)(7) of
the Code); or (3) which is part of a series of  substantially  equal periodic
payments made not less  frequently than annually for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life  expectancies) of
such taxpayer and his Beneficiary.

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

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

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

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

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

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

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

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

Reports to Owners

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

Legal Proceedings

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

Experts

The consolidated balance sheets of the Company as of December 31, 1998 and 1997,
and the related  consolidated  statements of income,  shareholder's  equity, and
cash flows for each of the years in the  three-year  period  ended  December 31,
1998, and the statement of assets and liabilities of the Separate  Account as of
December 31, 1998,  and the related  statements of operations and changes in net
assets for the period from commencement of operations  through December 31, 1998
have been included herein in reliance upon the reports of KPMG LLP,  independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

Financial Statements

Financial Statements of the Separate Account and the Company are provided below.


COVA VARIABLE LIFE ACCOUNT ONE
Statement of Assets and Liabilities
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
Assets:
    Investments:
       Cova Series Trust (Trust):
<S>                                                   <C>                                   <C>                   <C>
          Lord Abbett Growth and Income Portfolio     65,963 shares at a net asset value of $23.682058 per share  $       1,562,148
          Bond Debenture Portfolio                    26,357 shares at a net asset value of $12.503713 per share            329,557
          Developing Growth Portfolio                 17,840 shares at a net asset value of $13.012586 per share            232,142
          Large Cap Research Portfolio                22,979 shares at a net asset value of $13.570827 per share            311,844
          Mid-Cap Value Portfolio                     19,097 shares at a net asset value of $11.802264 per share            225,387
          Quality Bond Portfolio                       7,725 shares at a net asset value of $10.786856 per share             83,326
          Small Cap Stock Portfolio                   11,804 shares at a net asset value of $12.704940 per share            149,967
          Large Cap Stock Portfolio                   37,273 shares at a net asset value of $20.430631 per share            761,505
          Select Equity Portfolio                     49,054 shares at a net asset value of $17.903279 per share            878,222
          International Equity Portfolio               8,130 shares at a net asset value of $13.590555 per share            110,488
       AIM Variable Insurance Funds, Inc. (AIM):
          AIM V.I. Value Fund                            409 shares at a net asset value of     $30.04 per share             12,290
       General American Capital Company (GACC):
          Money Market Fund                           28,934 shares at a net asset value of $19.715236 per share            570,433
                                                                                                                    ----------------
               Total assets                                                                                       $       5,227,309
                                                                                                                    ================
</TABLE>


<TABLE>
<CAPTION>
Net Assets:
    Accumulation units:
<S>                                           <C>                            <C>                         <C>
       Trust Lord Abbett Growth and Income    127,551  accumulation units at $12.247286 per unit         $       1,562,148
       Trust Bond Debenture                    31,798  accumulation units at $10.364187 per unit                   329,557
       Trust Developing Growth                 20,348  accumulation units at $11.408624 per unit                   232,142
       Trust Large Cap Research                25,056  accumulation units at $12.445852 per unit                   311,844
       Trust Mid-Cap Value                     21,102  accumulation units at $10.680636 per unit                   225,387
       Trust Quality Bond                       7,943  accumulation units at $10.491108 per unit                    83,326
       Trust Small Cap Stock                   15,907  accumulation units at  $9.427602 per unit                   149,967
       Trust Large Cap Stock                   55,638  accumulation units at $13.686681 per unit                   761,505
       Trust Select Equity                     68,690  accumulation units at $12.785358 per unit                   878,222
       Trust International Equity               9,898  accumulation units at $11.162725 per unit                   110,488
       AIM V.I. Value                           1,185  accumulation units at $10.372932 per unit                    12,290
       GACC Money Market                       53,207  accumulation units at $10.720997 per unit                   570,433
                                                                                                           ----------------
               Net assets                                                                                $       5,227,309
                                                                                                           ================
</TABLE>

See accompanying notes to financial statements.

<PAGE>

COVA VARIABLE LIFE ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited


<TABLE>
<CAPTION>
                                                                                            Trust
                                          ------------------------------------------------------------------------------------------
                                           Lord Abbett                                 Large                                Small
                                           Growth and        Bond       Developing      Cap        Mid-Cap     Quality       Cap
                                           Income (1)      Debenture      Growth      Research      Value        Bond       Stock
                                          -------------   -----------  ------------  -----------  ----------  -----------  ---------
<S>                                     <C>                    <C>          <C>          <C>         <C>          <C>         <C>
Investment income:
    Dividends                           $            -             -             -            -           -            -          -
                                          -------------   -----------  ------------  -----------  ----------  -----------  ---------

Net realized gain (loss) on investments:
    Realized gain (loss)
     on sale of portfolio shares                   542            50         1,275        1,240       1,713       (1,132)       796
    Realized gain distributions                      -             -             -            -           -            -          -
                                          -------------   -----------  ------------  -----------  ----------  -----------  ---------
        Net realized gain (loss)                   542            50         1,275        1,240       1,713       (1,132)       796
                                          -------------   -----------  ------------  -----------  ----------  -----------  ---------

Change in unrealized appreciation              115,197         1,389        25,288       22,877      20,448       (1,506)     7,758
                                          -------------   -----------  ------------  -----------  ----------  -----------  ---------

        Net increase (decrease) in net
           assets from operations       $      115,739         1,439        26,563       24,117      22,161       (2,638)     8,554
                                          =============   ===========  ============  ===========  ==========  ===========  =========
</TABLE>

(1) Sub-account commenced operations on January 8, 1999.

<PAGE>

COVA VARIABLE LIFE ACCOUNT ONE
Statement of Operations
Six months ended June 30, 1999
Unaudited


<TABLE>
<CAPTION>
                                                         Trust                      AIM          GACC     Lord Abbett
                                          -----------------------------------  -------------  ----------  -----------
                                          Large                                                            Growth
                                           Cap       Select      International                  Money        and
                                          Stock      Equity        Equity      V.I. Value (2)   Market    Income (3)      Total
                                          ---------  ----------  ------------  -------------  ----------  ----------  -----------
<S>                                     <C>             <C>            <C>              <C>      <C>         <C>         <C>
Investment income:
    Dividends                           $        -           -             -              -           -           -            -
                                          ---------  ----------  ------------  -------------  ----------  ----------  -----------

Net realized gain (loss)
      on investments:
    Realized gain (loss) on sale
      of portfolio shares                    4,894       5,003         1,251              -      15,104      56,187       86,923
    Realized gain distributions                  -           -             -              -           -           -            -
                                          ---------  ----------  ------------  -------------  ----------  ----------  -----------
        Net realized gain (loss)             4,894       5,003         1,251              -      15,104      56,187       86,923
                                          ---------  ----------  ------------  -------------  ----------  ----------  -----------

Change in unrealized appreciation           47,975      67,581         5,014            442       1,051     (25,472)     288,042
                                          ---------  ----------  ------------  -------------  ----------  ----------  -----------

        Net increase (decrease)
          in net assets
           from operations              $   52,869      72,584         6,265            442      16,155      30,715      374,965
                                          =========  ==========  ============  =============  ==========  ==========  ===========

(2)   Sub-account commenced operations on May 3, 1999.
(3)   Sub-account ceased operations on January 8, 1999.
</TABLE>


See accompanying notes to financial statements.

<PAGE>

COVA  VARIABLE  LIFE  ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited


<TABLE>
<CAPTION>
                                                                                            Trust
                                          ------------------------------------------------------------------------------------------
                                           Lord Abbett                                 Large                                Small
                                           Growth and        Bond       Developing      Cap        Mid-Cap     Quality       Cap
                                           Income (1)      Debenture      Growth      Research      Value        Bond       Stock
                                          -------------   -----------  ------------  -----------  ----------  -----------  ---------
<S>                                     <C>                  <C>           <C>          <C>         <C>           <C>       <C>
Increase (decrease) in net assets
     from operations:
      Investment income                  $           -             -             -            -           -            -          -
      Net realized gain (loss)                     542            50         1,275        1,240       1,713       (1,132)       796
      Change in unrealized appreciation        115,197         1,389        25,288       22,877      20,448       (1,506)     7,758

        Net increase (decrease) from      -------------   -----------  ------------  -----------  ----------  -----------  ---------
           operations                          115,739         1,439        26,563       24,117      22,161       (2,638)     8,554
                                          -------------   -----------  ------------  -----------  ----------  -----------  ---------

Contract transactions:
    Payments received from contract
      owners                                         -             -             -            -           -            -          -
    Transfers between sub-accounts, net      1,460,484       164,750        73,001      161,512      44,485      (46,507)    21,512
    Transfers for contract benefits,
      terminations and insurance charges       (14,075)       (2,822)       (2,690)      (3,086)     (2,653)      (1,435)    (1,603)
    Net increase (decrease) in
      net assets from contract            -------------   -----------  ------------  -----------  ----------  -----------  ---------
        transactions                         1,446,409       161,928        70,311      158,426      41,832      (47,942)    19,909
                                          -------------   -----------  ------------  -----------  ----------  -----------  ---------

        Net increase (decrease) in net
           assets                            1,562,148       163,367        96,874      182,543      63,993      (50,580)    28,463

Net assets at beginning of period                    -       166,190       135,268      129,301     161,394      133,906    121,504
                                          -------------   -----------  ------------  -----------  ----------  -----------  ---------
Net assets as end of period             $    1,562,148       329,557       232,142      311,844     225,387       83,326    149,967
                                          =============   ===========  ============  ===========  ==========  ===========  =========


(1) Sub-account commenced operations on January 8, 1999.
</TABLE>

<PAGE>

COVA  VARIABLE  LIFE  ACCOUNT ONE
Statement of Changes in Net Assets
Six months ended June 30, 1999
Unaudited


<TABLE>
<CAPTION>
                                                      Trust                         AIM          GACC       Lord Abbett
                                          ------------------------------------  -------------  -----------  -------------
                                           Large                                                              Growth
                                            Cap        Select     International                  Money         and
                                           Stock       Equity        Equity     V.I. Value (2)   Market       Income (3)     Total
                                          ---------   ----------  ------------  -------------  -----------  -------------  ---------
<S>                                     <C>             <C>           <C>             <C>         <C>           <C>        <C>
Increase (decrease) in net assets
     from operations:
      Investment income                 $       -            -             -              -            -              -           -
      Net realized gain (loss)              4,894        5,003         1,251              -       15,104         56,187      86,923
      Change in unrealized appreciation    47,975       67,581         5,014            442        1,051        (25,472)    288,042

        Net increase (decrease) from     ---------   ----------  ------------  -------------  -----------  -------------  ---------
           operations                      52,869       72,584         6,265            442       16,155         30,715     374,965
                                         ---------   ----------  ------------  -------------  -----------  -------------  ---------

Contract transactions:
    Payments received from contract
      owners                                    -            -             -              -    2,120,870              -   2,120,870
    Transfers between sub-accounts, net   456,904      336,385        15,653         11,894   (2,000,991)      (693,373)      5,709
    Transfers for contract benefits,
      terminations and insurance charges   (5,561)      (8,474)       (1,706)           (46)     (16,803)          (253)    (61,207)

        Net increase (decrease) in net
           assets from contract          ---------   ----------  ------------  -------------  -----------  -------------  ---------
           transactions                   451,343      327,911        13,947         11,848      103,076       (693,626)  2,065,372
                                         ---------   ----------  ------------  -------------  -----------  -------------  ---------

        Net increase (decrease) in net
           assets                         504,212      400,495        20,212         12,290      119,231       (662,911)  2,440,337

Net assets at beginning of period         257,293      477,727        90,276              -      451,202        662,911   2,786,972
                                         ---------   ----------  ------------  -------------  -----------  -------------  ---------
Net assets as end of period             $ 761,505      878,222       110,488         12,290      570,433              -   5,227,309
                                         =========   ==========  ============  =============  ===========  =============  =========


(2)   Sub-account commenced operations on May 3, 1999.
(3)   Sub-account ceased operations on January 8, 1999.
</TABLE>


See accompanying notes to financial statements.

<PAGE>

COVA  VARIABLE  LIFE ACCOUNT ONE
Statement of Changes in Net Assets
Period ended December 31, 1998


<TABLE>
<CAPTION>
                                                                                     Trust
                                          ------------------------------------------------------------------------------------------
                                                                        Large                                  Small        Large
                                             Bond        Developing      Cap         Mid-Cap      Quality       Cap          Cap
                                           Debenture      Growth      Research        Value        Bond        Stock        Stock
                                          -----------   ----------   -----------   -----------  -----------  ----------  -----------
<S>                                     <C>               <C>           <C>           <C>          <C>         <C>           <C>
Increase (decrease) in net assets
     from operations:
      Investment income                 $       191            -           126            61           94           3            23
      Net realized gain (loss)                   74          (53)          (59)          (60)           8         334           543
      Change in unrealized appreciation       5,181       21,898        11,811        12,587          255      18,574        44,695

        Net increase (decrease) from     -----------   ----------   -----------   -----------  -----------  ----------  -----------
           operations                         5,446       21,845        11,878        12,588          357      18,911        45,261
                                         -----------   ----------   -----------   -----------  -----------  ----------  -----------

Contract transactions:
    Payments received from contract
      owners                                      -            -             -             -            -           -             -
    Transfers between sub-accounts, net     161,726      115,070       119,413       150,800      133,943     105,943       216,611
    Transfers for contract benefits,
      terminations and insurance charges       (982)      (1,647)       (1,990)       (1,994)        (394)     (3,350)       (4,579)

        Net increase (decrease) in net
           assets from contract          -----------   ----------   -----------   -----------  -----------  ----------  -----------
           transactions                     160,744      113,423       117,423       148,806      133,549     102,593       212,032
                                         -----------   ----------   -----------   -----------  -----------  ----------  -----------

        Net increase (decrease) in net
           assets                           166,190      135,268       129,301       161,394      133,906     121,504       257,293

Net assets at beginning of period                 -            -             -             -            -           -             -
                                         -----------   ----------   -----------   -----------  -----------  ----------  -----------
Net assets as end of period             $   166,190      135,268       129,301       161,394      133,906     121,504       257,293
                                         ===========   ==========   ===========   ===========  ===========  ==========  ===========
</TABLE>

<PAGE>

COVA  VARIABLE  LIFE  ACCOUNT ONE
Statement of Changes in Net Assets
Period ended December 31, 1998


<TABLE>
<CAPTION>
                                                      Trust                  GACC        Lord Abbett
                                          -----------------------------  -------------  --------------
                                                                                            Growth
                                             Select        International     Money           and
                                             Equity          Equity         Market          Income          Total
                                          -------------   -------------  -------------  --------------  -------------
<S>                                     <C>                     <C>           <C>             <C>          <C>
Increase (decrease) in net assets
     from operations:
      Investment income                 $           25             652              -           8,782          9,957
      Net realized gain (loss)                     615            (109)        12,085          28,277         41,655
      Change in unrealized appreciation         65,356           1,778          4,240          25,472        211,847

        Net increase (decrease) from      -------------   -------------  -------------  --------------  -------------
           operations                           65,996           2,321         16,325          62,531        263,459
                                          -------------   -------------  -------------  --------------  -------------

Contract transactions:
    Payments received from contract
      owners                                         -               -      2,605,542               -      2,605,542
    Transfers between sub-accounts, net        417,562          91,449     (2,120,328)        607,811              -
    Transfers for contract benefits,
      terminations and insurance charges        (5,831)         (3,494)       (50,337)         (7,431)       (82,029)

        Net increase (decrease) in net
           assets from contract           -------------   -------------  -------------  --------------  -------------
           transactions                        411,731          87,955        434,877         600,380      2,523,513
                                          -------------   -------------  -------------  --------------  -------------

        Net increase (decrease) in net
           assets                              477,727          90,276        451,202         662,911      2,786,972

Net assets at beginning of period                    -               -              -               -              -
                                          -------------   -------------  -------------  --------------  -------------
Net assets as end of period             $      477,727          90,276        451,202         662,911      2,786,972
                                          =============   =============  =============  ==============  =============

</TABLE>

See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


(1)   Organization
      Cova Variable Life Account One (the Separate  Account),  a unit investment
      trust registered under the Investment Company Act of 1940 as amended,  was
      established by Cova Financial Life Services  Insurance  Company (Cova) and
      exists in accordance  with the  regulations of the Missouri  Department of
      Insurance.  The Separate  Account is a funding  vehicle for variable  life
      insurance policies issued by Cova.

      The Separate Account is divided into  sub-accounts with the assets of each
      sub-account   invested  in  corresponding   portfolios  of  the  following
      investment companies. Each investment company is a diversified,  open-end,
      management  investment company registered under the Investment Company Act
      of 1940 as amended.  The  sub-accounts  available for  investment may vary
      between variable life insurance policies offered for sale by Cova.
        Cova Series Trust (Trust)                               10 portfolios
        AIM Variable Insurance Funds, Inc. (AIM)                 2 portfolios
        General American Capital Company (GACC)                  1 portfolio
        Templeton Variable Products Series Fund (Templeton)      5 portfolios

      On January 8, 1999, the Lord Abbett Growth and Income  sub-account  ceased
      operations  and its assets were  transferred to the Cova Series Trust Lord
      Abbett Growth and Income sub-account which commenced operations on January
      8, 1999.  The asset transfer was in accordance  with a substitution  order
      issued by the Securities and Exchange Commission.


(2)   Significant Accounting Policies
      (a)   Investment Valuation
            Investments  made in the portfolios of the investment  companies are
            valued at the  reported  net asset value of such  portfolios,  which
            value their  investment  securities at fair value.  The average cost
            method is used to compute the realized  gains and losses on the sale
            of portfolio shares owned by the sub-accounts. Income from dividends
            and gains from realized capital gain  distributions  are recorded on
            the ex-distribution date.

      (b)   Reinvestment of Distributions
            With the  exception  of the GACC Money Market  Fund,  dividends  and
            gains from realized gain  distributions are reinvested in additional
            shares of the portfolio.

            GACC  follows  the  Federal  income  tax  practice  known as consent
            dividending,  whereby substantially all of its net investment income
            and  realized  capital  gains  are  deemed  to pass  through  to the
            Separate Account.  As a result,  GACC does not distribute  dividends
            and  realized  capital  gains.  During  December  of each year,  the
            accumulated net investment  income and realized capital gains of the
            GACC Money  Market Fund are  allocated  to the  Separate  Account by
            increasing  the cost basis and  recognizing  a gain in the  Separate
            Account.

      (c)   Federal Income Taxes
            The  operations of the Separate  Account are included in the federal
            income tax return of Cova which is taxed as a Life Insurance Company
            under the  provisions  of the  Internal  Revenue  Code (IRC).  Under
            current  IRC  provisions,  Cova  believes  it will be treated as the
            owner of the Separate Account assets for federal income tax purposes
            and does not expect to incur federal income taxes on the earnings of
            the Separate  Account to the extent the earnings are credited to the
            variable  life  policies.  Based on this, no charge has been made to
            the Separate  Account for federal income taxes. A charge may be made
            in  future  years  for  any  federal  income  taxes  that  would  be
            attributable to the variable life policies.

<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


(3)   Contract Charges and Fees
      There are contract  charges and fees  associated  with the  variable  life
      insurance  policy that are  deducted  from the policy  account  value that
      reduce the return on investment.

      (a)   Insurance Charges
            The  insurance  charges are: (1)  mortality  and expense  risk,  (2)
            administrative,  (3) tax  expense and (4) cost of  insurance.  These
            charges  are  deducted  from the policy  account  value on a monthly
            basis.

            For the first 10 years,  the mortality and expense  charge is equal,
            on an annual basis,  to 0.90% of the policy account  value,  1/12 of
            which is deducted each month. In succeeding years, the mortality and
            expense charge is equal,  on an annual basis, to 0.75% of the policy
            account   value,   1/12  of  which  is  deducted  each  month.   The
            administrative  charge is equal, on an annual basis, to 0.40% of the
            policy account value,  1/12 of which is deducted each month.  During
            the six months ending June 30, 1999,  mortality and expense risk and
            administrative  charges of  $26,947  were  deducted  from the policy
            values in the Separate Account.

            During the first 10 years, a tax expense charge is deducted. The tax
            expense  charge is equal,  on an annual  basis,  to 0.40% (0.15% for
            federal tax and 0.25% for premium tax) of the policy  account value,
            1/12 of which is deducted each month. Premium taxes range from 0% to
            4% and the premium tax charge is assessed  regardless of the owner's
            actual  state or local  jurisdiction.  During the six months  ending
            June 30, 1999, tax expense  charges of $8,316 were deducted from the
            policy values in the Separate Account.

            The cost of  insurance  charge  deducted  each month from the policy
            account value depends upon the sex, age and rating classification of
            the insured  and whether the initial  premium is 100% of the maximum
            premium limit.  During the six months ending June 30, 1999,  cost of
            insurance charges of $13,924 were deducted from the policy values in
            the Separate Account.

      (b)   Surrender Charges
            During  the first 10  years,  a  surrender  charge  is  deducted  on
            withdrawals in excess of the annual withdrawal amount. The surrender
            charge is a percentage of the premium surrendered as follows:
                 policy years   1-3    7.5%      policy year     7      3.0%
                 policy year     4     6.0%      policy year     8      2.0%
                 policy year     5     5.0%      policy year     9      1.0%
                 policy year     6     4.0%      policy year    10+     0.0%

            During the first 10 years, a deferred premium tax charge is deducted
            on  premium  surrendered.  The  deferred  premium  tax  charge  is a
            percentage of the premium surrendered as follows:
                 policy year     1    2.25%      policy year     6     1.00%
                 policy year     2    2.00%      policy year     7     0.75%
                 policy year     3    1.75%      policy year     8     0.50%
                 policy year     4    1.50%      policy year     9     0.25%
                 policy year     5    1.25%      policy year    10+    0.00%
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


      (c)   Contract Fees
            An annual contract maintenance fee of $30 is imposed on all variable
            life  contracts with policy values less than $50,000 on their policy
            anniversary. This fee covers the cost of contract administration for
            the previous year and is prorated  between the sub-accounts to which
            the policy value is allocated.

            Subject to certain restrictions, the contract owner may transfer all
            or a part of the accumulated value of the policy among the available
            sub-accounts of the Separate Account. If more than 12 transfers have
            been made in the policy year, a transfer fee of $25 per transfer or,
            if less,  2% of the amount  transferred,  will be deducted  from the
            policy  account  value.  Transfers  made in a dollar cost  averaging
            program are not subject to the transfer fee.

<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(4)    Cost Basis of Investments
       The cost basis of each sub-account's investment follows:

<S>                                                        <C>
       Trust Lord Abbett Growth and Income                 $ 1,446,951
       Trust Bond Debenture                                    322,987
       Trust Developing Growth                                 184,956
       Trust Large Cap Research                                277,156
       Trust Mid-Cap Value                                     192,352
       Trust Quality Bond                                       84,577
       Trust Small Cap Stock                                   123,635
       Trust Large Cap Stock                                   668,835
       Trust Select Equity                                     745,285
       Trust International Equity                              103,696
       AIM V.I. Value                                           11,848
       GACC Money Market                                       565,142
                                                         --------------
                                                           $ 4,727,420
                                                         ==============
</TABLE>


<TABLE>
<CAPTION>
(5)    Unit Fair Value
       A summary of  accumulation  unit values,  net assets and total return for
       each sub-account follows:

                                                       Accumulation Unit Value      Net Assets (in thousands)    Total Return
                                         Commenced     --------------------------   ----------------------   ----------------------
                                         Operations    6/30/99        12/31/98       6/30/99    12/31/98        1999         1998
                                         ------------  -----------  -------------   ----------  ----------   -----------  ---------
<S>                                          <C>       <C>            <C>              <C>            <C>      <C>         <C>
       Trust Lord Abbett Growth and Income    1/8/99   $12.247286                      $1,562                   9.61%
       Trust Bond Debenture                  4/13/98    10.364187      10.262336          330         166       0.99%        0.78%
       Trust Developing Growth               4/16/98    11.408624       9.855135          232         135      15.76%       -5.41%
       Trust Large Cap Research               5/4/98    12.445852      10.972618          312         129      13.43%        4.31%
       Trust Mid-Cap Value                   3/23/98    10.680636       9.576906          225         161      11.52%       -6.17%
       Trust Quality Bond                    4/13/98    10.491108      10.717509           83         134      -2.11%        6.22%
       Trust Small Cap Stock                 4/13/98     9.427602       8.891377          150         122       6.03%      -14.87%
       Trust Large Cap Stock                 4/13/98    13.686681      12.135469          762         257      12.78%       13.96%
       Trust Select Equity                   3/23/98    12.785358      11.480648          878         478      11.36%        9.65%
       Trust International Equity            3/23/98    11.162725      10.560451          110          90       5.70%        1.80%
       AIM V.I. Value                         5/3/99    10.372932                          12                   3.73%
       GACC Money Market                     2/26/98    10.720997      10.468518          570         451       2.41%        4.69%
</TABLE>

<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)    Realized Gain (Loss) and Change in Unrealized Appreciation
       The  realized  gain  (loss) on the sale of fund  shares and the change in
       unrealized appreciation for each sub-account during the six months ending
       June 30, 1999 and the year ending December 31, 1998 follows:

                                                                                         Realized Gain (Loss)
                                                                  ---------------------------------------------------------------
                                                                       Aggregate          Aggregate Cost
                                                  Year or          Proceeds from Sales    of Fund Shares            Realized
                                                   Period           of Fund Shares           Redeemed             Gain (Loss)
                                                ------------      -------------------   -------------------    ------------------
<S>                                                    <C>                 <C>                   <C>                <C>
       Trust Lord Abbett Growth and Income             1999                 $ 33,219              $ 32,677           $   542
                                                       1998

       Trust Bond Debenture                            1999                    1,657                 1,607                50
                                                       1998                      527                   527                 -

       Trust Developing Growth                         1999                    5,964                 4,689             1,275
                                                       1998                    1,194                 1,250               (56)

       Trust Large Cap Research                        1999                    8,935                 7,695             1,240
                                                       1998                    1,809                 1,868               (59)

       Trust Mid-Cap Value                             1999                   15,882                14,169             1,713
                                                       1998                    1,646                 1,706               (60)

       Trust Quality Bond                              1999                   96,129                97,261            (1,132)
                                                       1998                      890                   882                 8

       Trust Small Cap Stock                           1999                    5,195                 4,399               796
                                                       1998                    3,110                 2,852               258

       Trust Large Cap Stock                           1999                   30,757                25,863             4,894
                                                       1998                    4,336                 3,869               467

       Trust Select Equity                             1999                   34,708                29,705             5,003
                                                       1998                    2,999                 2,887               112

       Trust International Equity                      1999                   18,607                17,356             1,251
                                                       1998                    3,170                 3,287              (117)

       AIM V.I. Value                                  1999                       46                    46                 -
                                                       1998

       GACC Money Market                               1999                1,880,456             1,865,352            15,104
                                                       1998                2,041,400             2,029,315            12,085

       Lord Abbett Growth and Income                   1999                  694,610               638,423            56,187
                                                       1998                    3,786                 3,746                40
</TABLE>

<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(6)    Realized Gain (Loss) and Change in Unrealized Appreciation, continued:

                                                                                 Unrealized Appreciation (Depreciation)
                                                                  ---------------------------------------------------------------
                                                                     Appreciation          Appreciation
                                                  Year or           (Depreciation)        (Depreciation)
                                                   Period            End of Period        Beginning of Period        Change
                                                ------------      -------------------   ----------------------  -----------------
<S>                                                    <C>                 <C>                  <C>                <C>
       Trust Lord Abbett Growth and Income             1999                $ 115,197               $ -             $ 115,197
                                                       1998

       Trust Bond Debenture                            1999                    6,570             5,181                 1,389
                                                       1998                    5,181                 -                 5,181

       Trust Developing Growth                         1999                   47,186            21,898                25,288
                                                       1998                   21,898                 -                21,898

       Trust Large Cap Research                        1999                   34,688            11,811                22,877
                                                       1998                   11,811                 -                11,811

       Trust Mid-Cap Value                             1999                   33,035            12,587                20,448
                                                       1998                   12,587                 -                12,587

       Trust Quality Bond                              1999                   (1,251)              255                (1,506)
                                                       1998                      255                 -                   255

       Trust Small Cap Stock                           1999                   26,332            18,574                 7,758
                                                       1998                   18,574                 -                18,574

       Trust Large Cap Stock                           1999                   92,670            44,695                47,975
                                                       1998                   44,695                 -                44,695

       Trust Select Equity                             1999                  132,937            65,356                67,581
                                                       1998                   65,356                 -                65,356

       Trust International Equity                      1999                    6,792             1,778                 5,014
                                                       1998                    1,778                 -                 1,778

       AIM V.I. Value                                  1999                      442                 -                   442
                                                       1998

       GACC Money Market                               1999                    5,291             4,240                 1,051
                                                       1998                    4,240                 -                 4,240

       Lord Abbett Growth and Income                   1999                        -            25,472               (25,472)
                                                       1998                   25,472                 -                25,472
</TABLE>

<PAGE>

COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    Unit Transactions
       The change in the number of units for each sub-account follows:


                                                                                            Trust
                                          ------------------------------------------------------------------------------------------
                                           Lord Abbett                                  Large                               Small
                                           Growth and       Bond       Developing        Cap       Mid-Cap      Quality      Cap
                                           Income (1)     Debenture      Growth       Research      Value        Bond       Stock
                                          -------------   -----------  ------------   -----------  ----------   ----------  --------
<S>                                            <C>            <C>           <C>        <C>          <C>         <C>         <C>
Accumulation units:
       Unit balance at 12/31/97

         Contract units sold                                       -             -           -           -            -          -
         Contract units transferred, net                      16,292        13,928      11,988      17,077       12,531     14,067
         Contract units redeemed                                 (98)         (202)       (204)       (225)         (37)      (402)
                                                          -----------  ------------   ---------  ----------   ----------  --------
       Unit balance at 12/31/98                               16,194        13,726      11,784      16,852       12,494     13,665

         Contract units purchased                    -             -             -           -           -            -          -
         Contract units transferred, net       130,578        15,874         6,813      13,512       4,466       (4,416)     2,415
         Contract units redeemed                (3,027)         (270)         (191)       (240)       (216)        (135)      (173)
                                          -------------   -----------  ------------   ---------  ----------   ----------  ---------
       Unit balance at 6/30/99                 127,551        31,798        20,348      25,056      21,102        7,943     15,907
                                          =============   ===========  ============   =========  ==========   ==========  =========


(1) Sub-account commenced operations on January 8, 1999.
</TABLE>

<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
June 30, 1999
Unaudited


<TABLE>
<CAPTION>
(7)    Unit Transactions
       The change in the number of units for each sub-account follows:


                                                             Trust                            AIM           GACC         Lord Abbett
                                          --------------------------------------------   -------------  -------------   ------------
                                              Large                                                                        Growth
                                               Cap           Select       International                     Money            and
                                              Stock          Equity         Equity        V.I. Value (2)   Market        Income (3)
                                          -------------   -------------  -------------   -------------  -------------   ------------
<S>                                           <C>             <C>             <C>             <C>         <C>              <C>
 Accumulation units:
     Unit balance at 12/31/97

       Contract units sold                         -               -              -                        303,667               -
       Contract units transferred, net        21,607          42,165          8,896                       (205,485)         62,823
       Contract units redeemed                  (405)           (554)          (347)                       (55,081)           (745)
                                        -------------   -------------  -------------                  -------------   -------------
     Unit balance at 12/31/98                 21,202          41,611          8,549                         43,101          62,078

       Contract units purchased                    -               -              -               -        229,496               -
       Contract units transferred, net        36,388          29,426          1,453           1,190       (194,272)        (62,052)
       Contract units redeemed                (1,952)         (2,347)          (104)             (5)       (25,118)            (26)
                                        -------------   -------------  -------------   ------------   -------------   -------------
     Unit balance at 6/30/99                  55,638          68,690          9,898           1,185         53,207               -
                                        =============   =============  =============   =============  =============   =============


 (2)    Sub-account commenced operations on May 3, 1999.
 (3)    Sub-account ceased operations on January 8, 1999.
</TABLE>




                                  COVA VARIABLE
                                LIFE ACCOUNT ONE

                              Financial Statements

                                December 31, 1998

                   (With Independent Auditors' Report Thereon)



                          INDEPENDENT AUDITORS' REPORT



     The Contract Owners of Cova Variable Life Account One, Board of Directors
     and Shareholder of Cova Financial Services Life Insurance Company:


     We have audited the accompanying statement of assets and liabilities of the
     Bond Debenture, Developing Growth, Large Cap Research, Mid Cap Value,
     Quality Bond, Small Cap Stock, Large Cap Stock, Select Equity, and
     International Equity sub-accounts (investment options within the Cova
     Series Trust), the Growth and Income sub-account (investment option within
     the Lord Abbett Series Fund, Inc.), and the Money Market sub-account
     (investment option within the General American Capital Company) of Cova
     Variable Life Account One of Cova Financial Services Life Insurance Company
     (the Separate Account) as of December 31, 1998 and the related statement of
     operations and statement of changes in net assets for the period from
     commencement of operations through December 31, 1998. These financial
     statements are the responsibility of the Separate Account's management. Our
     responsibility is to express an opinion on these financial statements based
     on our audit.

     We conducted our audit in accordance with generally accepted auditing
     standards. Those standards require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are free
     of material misstatement. An audit includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements. Our procedures included confirmation of securities owned as of
     December 31, 1998, by correspondence with transfer agents. An audit also
     includes assessing the accounting principles used and significant estimates
     made by management, as well as evaluating the overall financial statement
     presentation. We believe that our audit provides a reasonable basis for our
     opinion.

     In our opinion, the financial statements referred to above present fairly,
     in all material respects, the financial position of the sub-accounts of
     Cova Variable Life Account One of Cova Financial Services Life Insurance
     Company as of December 31, 1998, and the results of their operations and
     the changes in their net assets for the period presented, in conformity
     with generally accepted accounting principles.






     Chicago, Illinois
     March 1, 1999


<TABLE>
<CAPTION>
                         COVA VARIABLE LIFE ACCOUNT ONE

                       Statement of Assets and Liabilities

                                December 31, 1998


<S>                                                                                                             <C>
Assets:
    Investments:
       Cova Series Trust (Trust):
          Bond Debenture Portfolio - 13,423 shares at a net asset value of $12.38 per share
            (cost $161,009)                                                                                     $      166,190
          Developing Growth Portfolio - 12,034 shares at a net asset value of $11.24 per share
            (cost $113,370)                                                                                            135,268
          Large Cap Research Portfolio - 10,807 shares at a net asset value of $11.96 per share
            (cost $117,490)                                                                                            129,301
          Mid-Cap Value Portfolio - 15,251 shares at a net asset value of $10.58 per share
            (cost $148,807)                                                                                            161,394
          Quality Bond Portfolio - 12,152 shares at a net asset value of $11.02 per share
            (cost $133,651)                                                                                            133,906
          Small Cap Stock Portfolio - 10,140 shares at a net asset value of $11.98 per share
            (cost $102,930)                                                                                            121,504
          Large Cap Stock Portfolio - 14,203 shares at a net asset value of $18.12 per share
            (cost $212,598)                                                                                            257,293
          Select Equity Portfolio - 29,716 shares at a net asset value of $16.08 per share
            (cost $412,371)                                                                                            477,727
          International Equity Portfolio - 7,021 shares at a net asset value of $12.86 per share
            (cost $88,498)                                                                                              90,276

       Lord Abbett Series Fund, Inc. (Lord Abbett) Growth and Income Portfolio - 32,104 shares at a
          net asset value of $20.65 per share (cost $637,439)                                                          662,911

       General American Capital Company (GACC) Money Market Portfolio  - 26,049 shares at a
          net asset value of $19.25 per share (cost $497,220)                                                          501,460
                                                                                                                  -------------

                  Total assets                                                                                  $    2,837,230
                                                                                                                  =============


Liabilities:
    GACC Money Market                                                                                           $       50,258
                                                                                                                  =============


Net assets:
    Trust Bond Debenture - 16,194 accumulation units at $10.262336 per unit                                     $      166,190
    Trust Developing Growth - 13,726 accumulation units at $9.855135 per unit                                          135,268
    Trust Large Cap Research -11,784 accumulation units at $10.972618 per unit                                         129,301
    Trust Mid-Cap Value - 16,852 accumulation units at $9.576906 per unit                                              161,394
    Trust Quality Bond - 12,494 accumulation units at $10.717509 per unit                                              133,906
    Trust Small Cap Stock - 13,665 accumulation units at $8.891377 per unit                                            121,504
    Trust Large Cap Stock - 21,202 accumulation units at $12.135469 per unit                                           257,293
    Trust Select Equity - 41,611 accumulation units at $11.480648 per unit                                             477,727
    Trust International Equity - 8,549 accumulation units at $10.560451 per unit                                        90,276
    Lord Abbett Growth and Income - 62,078 accumulation units at $10.678727 per unit                                   662,911
    GACC Money Market - 43,101 accumulation units at $10.468518 per unit                                               451,202
                                                                                                                  -------------

                  Net assets                                                                                    $    2,786,972
                                                                                                                  =============
</TABLE>
See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                         COVA VARIABLE LIFE ACCOUNT ONE

                             Statement of Operations

                         Period ended December 31, 1998




                                                                                                       Trust
                                           -----------------------------------------------------------------------------------
                                                                                Large         Mid-                   Small

                                               Bond          Developing          Cap          Cap       Quality       Cap
                                               Debenture       Growth           Research     Value        Bond       Stock
                                           -------------------------------  -------------------------   ---------  ----------


<S>                                      <C>                        <C>             <C>          <C>         <C>         <C>
Income -
    dividends                            $         191               --             126           61          94           3
                                           --------------  ---------------  -------------   ---------   ---------  ----------

Realized gain (loss) on investments:
    Realized gain (loss) on sale of
       fund shares                                  --              (56)            (59)         (60)          8         258
    Realized gain distributions                     74                3              --           --          --          76
                                           --------------  ---------------  -------------   ---------   ---------  ----------

Net realized gain (loss)                            74              (53)            (59)         (60)          8         334
                                           --------------  ---------------  -------------   ---------   ---------  ----------

Change in unrealized appreciation
    during the year                              5,181           21,898          11,811       12,587         255      18,574
                                           --------------  ---------------  -------------   ---------   ---------  ----------

Net increase in net assets from
    operations                           $       5,446           21,845          11,878       12,588         357      18,911
                                           ==============  ===============  =============   =========   =========  ==========

</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                         COVA VARIABLE LIFE ACCOUNT ONE

                             Statement of Operations

                         Period ended December 31, 1998




                                                                  Trust                   Lord Abbett
                                          -------------------------------------------  ----------------
                                             Large                                          Growth           GACC
                                                                                                          -----------
                                              Cap        Select      International           and            Money
                                             Stock       Equity          Equity             Income          Market          Total
                                           ----------   ----------  -----------------  -----------------  -----------    ---------

<S>                                              <C>          <C>           <C>                   <C>         <C>           <C>
Income -
    dividends                            $        23           25            652               8,782               -         9,957
                                           ----------   ----------  -----------------  -----------------  -----------   ----------

Realized gain (loss) on investments:
    Realized gain (loss) on sale of
       fund shares                               467          112           (117)                 40          12,085        12,678
    Realized gain distributions                   76          503              8              28,237               -        28,977
                                           ----------   ----------  -----------------  -----------------  ----------   -----------

Net realized gain (loss)                         543          615           (109)             28,277          12,085        41,655
                                           ----------   ----------  -----------------  -----------------  -----------   -----------

Change in unrealized appreciation
    during the year                           44,695       65,356          1,778              25,472           4,240       211,847
                                           ----------   ----------  -----------------  -----------------  -----------   -----------

Net increase in net assets from
    operations                           $    45,261       65,996          2,321              62,531          16,325       263,459
                                           ==========   ==========  =================  =================  ===========   ==========

</TABLE>

See accompanying notes to financial statements.


<TABLE>
<CAPTION>
                         COVA VARIABLE LIFE ACCOUNT ONE

                       Statement of Changes in Net Assets

                         Period ended December 31, 1998




                                                                                                          Trust
                                                   ------------------------------------------------------------------------------
                                                                                           Large          Mid-
                                                        Bond           Developing           Cap            Cap        Quality
                                                        Debenture        Growth           Research        Value         Bond
                                                   ----------------------------------  --------------  ------------  -----------
<S>                                                      <C>              <C>               <C>            <C>          <C>
Increase in net assets from operations:
      Investment income                          $           191               --               126             61           94
      Net realized gain (loss)                                74              (53)              (59)           (60)           8
      Unrealized appreciation during
         the year                                          5,181           21,898            11,811         12,587          255
                                                   ----------------  ----------------  --------------  ------------  -----------

             Net increase from operations                  5,446           21,845            11,878         12,588          357
                                                   ----------------  ----------------  --------------  ------------  -----------

Contract transactions:
    Payments received from contract
      owners                                                  --               --                --             --           --
    Transfers between sub-accounts, net                  161,726          115,070           119,413        150,800      133,943
    Transfers for contract benefits,
      terminations and insurance charges                    (982)          (1,647)           (1,990)        (1,994)        (394)
                                                   ----------------  ----------------  --------------  ------------  -----------

             Net increase in net assets
                from contract transactions               160,744          113,423           117,423        148,806      133,549
                                                   ----------------  ----------------  --------------  ------------  -----------

             Net increase in net assets                  166,190          135,268           129,301        161,394      133,906

Net assets at beginning of period                             --               --                --             --           --
                                                   ----------------  ----------------  --------------  ------------  -----------

Net assets at end of period                      $       166,190          135,268           129,301        161,394      133,906
                                                   ================  ================  ==============  ============  ===========

</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                                        COVA VARIABLE LIFE ACCOUNT ONE

                                      Statement of Changes in Net Assets

                                        Period ended December 31, 1998




                                                                           Trust
                                                   ------------------------------------------------------------
                                                        Small        Large
                                                         Cap          Cap          Select      International
                                                        Stock        Stock         Equity          Equity
                                                      -----------  -----------   -----------  -----------------
<S>                                                       <C>          <C>           <C>              <C>
Increase in net assets from
    operations:
      Investment income                          $             3           23            25             652
      Net realized gain (loss)                               334          543           615            (109)
      Unrealized appreciation during
         the year                                         18,574       44,695        65,356           1,778
                                                      -----------  -----------   -----------  -----------------

             Net increase from operations                 18,911       45,261        65,996           2,321
                                                      -----------  -----------   -----------  -----------------

Contract transactions:
    Payments received from contract
      owners                                                   -            -             -               -
    Transfers between sub-accounts, net                  105,943      216,611       417,562          91,449
    Transfers for contract benefits,
      terminations and insurance charges                  (3,350)      (4,579)       (5,831)         (3,494)
                                                      -----------  -----------   -----------  -----------------

             Net increase in net assets
                from contract transactions               102,593      212,032       411,731          87,955
                                                      -----------  -----------   -----------  -----------------

             Net increase in net assets                  121,504      257,293       477,727          90,276

Net assets at beginning of period                              -            -             -               -
                                                      -----------  -----------   -----------  -----------------

Net assets at end of period                      $       121,504      257,293       477,727          90,276
                                                      ===========  ===========   ===========  =================
</TABLE>

See accompanying notes to financial statements.


<TABLE>
<CAPTION>
                                      COVA VARIABLE LIFE ACCOUNT ONE

                                    Statement of Changes in Net Assets

                                      Period ended December 31, 1998




                                                      Lord Abbett
                                                  -----------------
                                                      Growth            GACC
                                                                    --------------
                                                       and              Money
                                                      Income           Market            Total
                                                  ----------------  --------------  -----------------
<S>                                              <C>                  <C>                     <C>
Increase in net assets from
    operations:
      Investment income                          $       8,782                  -              9,957
      Net realized gain (loss)                          28,277             12,085             41,655
      Unrealized appreciation during
         the year                                       25,472              4,240            211,847
                                                  ----------------  --------------  -----------------

             Net increase from operations               62,531             16,325            263,459
                                                  ----------------  --------------  -----------------

Contract transactions:
    Payments received from contract
      owners                                                 -          2,605,542          2,605,542
    Transfers between sub-accounts, net                607,811         (2,120,328)                 -
    Transfers for contract benefits,
      terminations and insurance charges                (7,431)           (50,337)           (82,029)
                                                  ----------------  --------------  -----------------

             Net increase in net assets
                from contract transactions             600,380            434,877          2,523,513
                                                  ----------------  --------------  -----------------

             Net increase in net assets                662,911            451,202          2,786,972

Net assets at beginning of period                            -                  -                  -
                                                  ----------------  --------------  -----------------

Net assets at end of period                      $     662,911            451,202          2,786,972
                                                  ================  ==============  =================
</TABLE>

See accompanying notes to financial statements.



                         COVA VARIABLE LIFE ACCOUNT ONE

                          Notes to Financial Statements

                                                           December 31, 1998

  (1)   ORGANIZATION

        Cova Variable Life Account One (the Separate Account), a unit investment
        trust registered under the Investment Company Act of 1940 as amended,
        was established by Cova Financial Services Life Insurance Company (Cova)
        and exists in accordance with the regulations of the Missouri Department
        of Insurance. The Separate Account is a funding vehicle for variable
        life contracts issued by Cova. The Separate Account is divided into
        sub-accounts with the assets of each sub-account invested in the
        corresponding portfolios of the following investment companies:


        Cova Series Trust (Trust)                               9 portfolios
        Lord Abbett Series Fund, Inc. (Lord Abbett)             1 portfolio
        General American Capital Company (GACC)                 1 portfolio

        Each investment company is a diversified, open-end, management
        investment company registered under the Investment Company Act of 1940
        as amended. Not all sub-accounts are available for investment depending
        upon the terms of the variable life contracts offered for sale by Cova.

<TABLE>
<CAPTION>
        The Separate Account commenced operations on February 26, 1998 and the
        sub-accounts commenced operations as follows:

<S>                                         <C>                   <C>                                <C>
        Trust Bond Debenture                April 13, 1998        Trust Large Cap Stock              April 13, 1998
        Trust Developing Growth             April 16, 1998        Trust Select Equity                March 23, 1998
        Trust Large Cap Research            May 4, 1998           Trust International Equity         March 23, 1998
        Trust Mid-Cap Value                 March 23, 1998        Lord Abbett Growth and Income      March 23, 1998
        Trust Quality Bond                  April 13, 1998        GACC Money Market                  February 26, 1998
        Trust Small Cap Stock               April 13, 1998
</TABLE>

  (2)   SIGNIFICANT ACCOUNTING POLICIES

        (A)   INVESTMENT VALUATION

              Investments made in the portfolios of the investment companies are
              valued at the reported net asset value of such portfolios, which
              value their investment securities at fair value. The average cost
              method is used to compute the realized gains and losses on the
              sale of portfolio shares owned by the sub-accounts. Income from
              dividends and gains from realized gain distributions are recorded
              on the ex-distribution date.

        (B)   REINVESTMENT OF DIVIDENDS

              With the exception of the GACC Money Market Fund, dividends and
              gains from realized gain distributions are reinvested in
              additional shares of the portfolio.

              GACC follows the Federal income tax practice known as consent
              dividending, whereby substantially all of its net investment
              income and realized capital gains are deemed to pass through to
              the Separate Account. As a result, GACC does not distribute
              dividends and realized gains. During December of each year, the
              accumulated net investment income and realized capital gains of
              the GACC Money Market Fund are allocated to the Separate Account
              by increasing the cost basis and recognizing a capital gain in the
              Separate Account.


        (C)   FEDERAL INCOME TAXES

              The operations of the Separate Account are included in the federal
              income tax return of Cova, which is taxed as a Life Insurance
              Company under the provisions of the Internal Revenue Code (IRC).
              Under current IRC provisions, Cova believes it will be treated as
              the owner of the Separate Account assets for federal income tax
              purposes and does not expect to incur federal income taxes on the
              earnings of the Separate Account to the extent the earnings are
              credited to the variable life contracts. Based on this, no charge
              is being made currently to the Separate Account for federal income
              taxes. A charge may be made in future years for any federal income
              taxes that would be attributable to the contracts.

  (3)   CONTRACT CHARGES AND FEES

        There are contract charges and fees associated with the variable life
        insurance policy that are deducted from the policy account value that
        reduce the return on investment.

        (A)   INSURANCE CHARGES

              The insurance charges are: (1) mortality and expense risk, (2)
              administrative, (3) tax expense, and (4) cost of insurance. These
              charges are deducted from the policy account value on a monthly
              basis.

              For the first 10 years, the mortality and expense charge is equal,
              on an annual basis, to 0.90% of the policy account value, 1/12 of
              which is deducted each month. In succeeding years, the mortality
              and expense charge is equal, on an annual basis, to 0.75% of the
              policy account value, 1/12 of which is deducted each month. The
              administrative charge is equal, on an annual basis, to 0.40% of
              the policy account value, 1/12 of which is deducted each month. In
              1998, mortality and expense risk and administrative charges of
              $12,998 were deducted from the contract values in the Separate
              Account.

              During the first 10 years, a tax expense charge is deducted. The
              tax expense charge is equal, on an annual basis, to 0.40% (.15%
              for federal tax and .25% for premium tax) of the policy account
              value, 1/12 of which is deducted each month. Premium taxes range
              from 0% to 4%. The premium tax charge is assessed regardless of
              the owner's actual state or local jurisdiction. In 1998, tax
              expense charges of $4,029 were deducted from the contract values
              in the Separate Account.

              The cost of insurance charge deducted each month from the policy
              account value depends upon the sex, age, and rating classification
              of the insured and whether the initial premium is 100% of the
              Maximum Premium Limit. In 1998, cost of insurance charges of
              $6,363 were deducted from the contract values in the Separate
              Account.

        (B)   SURRENDER CHARGES

              During the first 10 years, a surrender charge is deducted on
              withdrawals in excess of the Annual Withdrawal Amount. The
              surrender charge is a percentage of the premium surrendered as
              follows:

              policy years                      1-3        7.5%
              policy year                        4         6.0%
              policy year                        5         5.0%
              policy year                        6         4.0%
              policy year                        7         3.0%
              policy year                        8         2.0%
              policy year                        9         1.0%
              policy year                       10+        0.0%

              In 1998, no surrender charges were deducted from the contract
              values in the Separate Account.

              During the first 10 years, a deferred premium tax charge is
              deducted on premium surrendered. The deferred premium tax charge
              is a percentage of the premium surrendered as follows:

              policy year                        1         2.25%
              policy year                        2         2.00%
              policy year                        3         1.75%
              policy year                        4         1.50%
              policy year                        5         1.25%
              policy year                        6         1.00%
              policy year                        7         0.75%
              policy year                        8         0.50%
              policy year                        9         0.25%
              policy year                       10+        0.00%

              In 1998, no deferred premium tax charges were deducted from the
              contract values in the Separate Account.

        (C)   CONTRACT FEES

              An annual contract maintenance fee of $30 is imposed on all
              variable life contracts with contract values less than $50,000 on
              their policy anniversary. This fee covers the cost of contract
              administration for the previous year and is prorated between the
              sub-accounts to which the contract value is allocated. In 1998,
              there were no contract maintenance fees deducted from the contract
              values in the Separate Account.

              Subject to certain restrictions, the contract owner may transfer
              all or a part of the accumulated value of the contract among the
              available sub-accounts of the Separate Account. If more than 12
              transfers have been made in the contract year, a transfer fee of
              $25 per transfer or, if less, 2% of the amount transferred, will
              be deducted from the contract account value. Transfers made in the
              Dollar Cost Average program are not subject to the transfer fee.
              In 1998, there were no transfer fees deducted from the contract
              values in the Separate Account.

  (4)   SUBSEQUENT EVENT

        On January 8, 1999, the Lord Abbett Growth and Income sub-account ceased
        operations and its assets were transferred to the Trust Lord Abbett
        Growth and Income sub-account which commenced operations on January 8,
        1999. The Trust Lord Abbett Growth and Income sub-account invests in the
        Trust Lord Abbett Growth and Income Portfolio which commenced operations
        on January 8, 1999. The Trust Lord Abbett Growth and Income Portfolio is
        managed by Lord Abbett who also manages the Lord Abbett Growth and
        Income Portfolio.


  (5)   TOTAL RETURN

        The total return for each sub-account since commencement of operations
        through December 31, 1998 follows:

        Trust Bond Debenture                                          0.78%
        Trust Developing Growth                                      (5.41)%
        Trust Large Cap Research                                      4.31%
        Trust Mid-Cap Value                                          (6.17)%
        Trust Quality Bond                                           (6.22)%
        Trust Small Cap Stock                                       (14.87)%
        Trust Large Cap Stock                                        13.96%
        Trust Select Equity                                           9.65%
        Trust International Equity                                    1.80%
        Lord Abbett Growth and Income                                 2.09%
        GACC Money Market                                             4.69%



  (6)   REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION

<TABLE>
<CAPTION>
        The table below summarizes the realized gain (loss) on the sale of fund
        shares and the change in unrealized appreciation since commencement of
        operations through December 31, 1998.

<S>                                                                                      <C>
                Realized gain (loss) on sale of fund shares:
                    Trust Bond Debenture:
                       Aggregate proceeds from sales of fund shares                      $            527
                       Aggregate cost of fund shares redeemed                                         527
                                                                                             --------------

                              Realized gain (loss)                                       $              --
                                                                                             ==============

                    Trust Developing Growth:
                       Aggregate proceeds from sales of fund shares                      $          1,194
                       Aggregate cost of fund shares redeemed                                       1,250
                                                                                             --------------

                              Realized gain (loss)                                       $            (56)
                                                                                             ==============

                    Trust Large Cap Research:
                       Aggregate proceeds from sales of fund shares                      $          1,809
                       Aggregate cost of fund shares redeemed                                       1,868
                                                                                             --------------

                              Realized gain (loss)                                       $            (59)
                                                                                             ==============

                Realized gain (loss) on sale of fund shares, continued:
                    Trust Mid-Cap Value:
                       Aggregate proceeds from sales of fund shares                      $          1,646
                       Aggregate cost of fund shares redeemed                                       1,706
                                                                                             --------------

                              Realized gain (loss)                                       $            (60)
                                                                                             ==============

                    Trust Quality Bond:
                       Aggregate proceeds from sales of fund shares                      $            890
                       Aggregate cost of fund shares redeemed                                         882
                                                                                             --------------

                              Realized gain (loss)                                       $              8
                                                                                             ==============

                    Trust Small Cap Stock:
                       Aggregate proceeds from sales of fund shares                      $          3,110
                       Aggregate cost of fund shares redeemed                                       2,852
                                                                                             --------------

                              Realized gain (loss)                                       $            258
                                                                                             ==============

                    Trust Large Cap Stock:
                       Aggregate proceeds from sales of fund shares                      $          4,336
                       Aggregate cost of fund shares redeemed                                       3,869
                                                                                             --------------

                              Realized gain (loss)                                       $            467
                                                                                             ==============

                    Trust Select Equity:
                       Aggregate proceeds from sales of fund shares                      $          2,999
                       Aggregate cost of fund shares redeemed                                       2,887
                                                                                             --------------

                              Realized gain (loss)                                       $            112
                                                                                             ==============

                    Trust International Equity:
                       Aggregate proceeds from sales of fund shares                      $          3,170
                       Aggregate cost of fund shares redeemed                                       3,287
                                                                                             --------------

                              Realized gain (loss)                                       $           (117)
                                                                                             ==============

                    Lord Abbett Growth and Income:
                       Aggregate proceeds from sales of fund shares                                 3,786
                       Aggregate cost of fund shares redeemed                                       3,746
                                                                                             --------------

                              Realized gain (loss)                                       $             40
                                                                                             ==============

                Realized gain (loss) on sale of fund shares, continued:
                    GACC Money Market:
                       Aggregate proceeds from sales of fund shares                      $      2,041,400
                       Aggregate cost of fund shares redeemed                                   2,029,315
                                                                                             --------------

                              Realized gain (loss)                                       $         12,085
                                                                                             ==============

                Unrealized appreciation:
                    Trust Bond Debenture:
                       Appreciation, end of period                                       $          5,181
                       Appreciation, beginning of period                                                --
                                                                                             --------------

                              Unrealized appreciation                                    $          5,181
                                                                                             ==============

                    Trust Developing Growth:
                       Appreciation, end of period                                       $         21,898
                       Appreciation, beginning of period                                               --
                                                                                             --------------

                              Unrealized appreciation                                    $         21,898
                                                                                             ==============

                    Trust Large Cap Research:
                       Appreciation, end of period                                       $         11,811
                       Appreciation, beginning of period                                                --
                                                                                             --------------

                              Unrealized appreciation                                    $         11,811
                                                                                             ==============

                    Trust Mid-Cap Value:
                       Appreciation, end of period                                       $         12,587
                       Appreciation, beginning of period                                                --
                                                                                             --------------

                              Unrealized appreciation                                    $         12,587
                                                                                             ==============

                    Trust Quality Bond:
                       Appreciation, end of period                                       $            255
                       Appreciation, beginning of period                                                --
                                                                                             --------------

                              Unrealized appreciation                                    $            255
                                                                                             ==============

                    Trust Small Cap Stock:
                       Appreciation, end of period                                       $         18,574
                       Appreciation, beginning of period                                                --
                                                                                             ==============

                              Unrealized appreciation                                    $         18,574
                                                                                             ==============
</TABLE>

<TABLE>
<CAPTION>
                         COVA VARIABLE LIFE ACCOUNT ONE

                          Notes to Financial Statements

                                December 31, 1998

<S>                                                                                      <C>
                Unrealized appreciation, continued:
                    Trust Large Cap Stock:
                       Appreciation, end of period                                       $         44,695
                       Appreciation, beginning of period                                                --
                                                                                             --------------

                              Unrealized appreciation                                    $         44,695
                                                                                             ==============

                    Trust Select Equity:
                       Appreciation, end of period                                       $         65,356
                       Appreciation, beginning of period                                                --
                                                                                             --------------

                              Unrealized appreciation                                    $         65,356
                                                                                             ==============

                    Trust International Equity:
                       Appreciation, end of period                                       $          1,778
                       Appreciation, beginning of period                                                --
                                                                                             --------------

                              Unrealized appreciation                                    $          1,778
                                                                                             ==============

                    Lord Abbett Growth and Income:
                       Appreciation, end of period                                       $         25,472
                       Appreciation, beginning of period                                                --
                                                                                             --------------

                              Unrealized appreciation                                    $         25,472
                                                                                             ==============

                    GACC Money Market:
                       Appreciation, end of period                                       $          4,240
                       Appreciation, beginning of period                                                --
                                                                                             --------------

                              Unrealized appreciation                                    $          4,240
                                                                                             ==============
</TABLE>


<TABLE>
<CAPTION>
                         COVA VARIABLE LIFE ACCOUNT ONE

                          Notes to Financial Statements

                                December 31, 1998




(7)   UNIT TRANSACTIONS

      The change in the number of accumulation units is as follows:

                                                                                     Trust
                                              -------------------------------------------------------------------------------------
                                                                                    Large        Mid-                    Small
                                                  Bond          Developing           Cap          Cap       Quality       Cap
                                                  Debenture       Growth            Research     Value       Bond        Stock
                                              --------------------------------  -------------------------  ----------  ----------
<S>                                                <C>              <C>              <C>          <C>         <C>         <C>
Unit balance at beginning of period
    Contract units purchased                           --               --               --           --          --          --
    Contract units transferred, net                16,292           13,928           11,988       17,077      12,531      14,067
    Contract units redeemed                           (98)            (202)            (204)        (225)        (37)       (402)
                                              --------------  ----------------  -------------  ----------  ----------  ----------

Unit balance at end of period                      16,194           13,726           11,784       16,852      12,494      13,665
                                              ==============  ================  =============  ==========  ==========  ==========

</TABLE>
<TABLE>
<CAPTION>
                         COVA VARIABLE LIFE ACCOUNT ONE

                          Notes to Financial Statements

                                December 31, 1998

(7)   UNIT TRANSACTIONS

      The change in the number of accumulation units is as follows:

                                                                 Trust                                 Lord Abbett
                                              ---------------------------------------------  ------------------------------
                                                    Large                                        Growth           GACC
                                                                                                               ------------
                                                     Cap        Select      International          and            Money
                                                    Stock       Equity         Equity            Income          Market
                                              --   ---------   ---------   ----------------  ----------------  ------------
<S>                                                  <C>         <C>             <C>               <C>            <C>
Unit balance at beginning of period
    Contract units purchased                             --          --             --                 --          303,667
    Contract units transferred, net                  21,607      42,165          8,896             62,823         (205,485)
    Contract units redeemed                            (405)       (554)          (347)              (745)         (55,081)
                                              --   ---------   ---------   ----------------  ----------------  ------------

Unit balance at end of period                        21,202      41,611          8,549             62,078           43,101
                                              ==   =========   =========   ================  ================  ============

</TABLE>





COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Financial Statements (Unaudited)

June 30, 1999 and 1998




COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Balance Sheets
 (In thousands)


<TABLE>
<CAPTION>
                                                                           June 30,
                                                                            1999              December 31,
     Assets                                                               (Unaudited)              1998
                                                                          -----------        --------------
<S>                                                                      <C>                    <C>
Investments:

  Debt securities available for sale at fair value

  (cost of $1,510,855 in 1999 and $1,375,198 in 1998)                    $1,461,821             $1,371,513

  Equity securities, at fair value                                            9,037                  9,037

  Mortgage loans, net of allowance for potential loan loss                  323,531                312,865

  Investment Real estate                                                      3,950                      -

  Policy loans                                                               26,884                 26,295
                                                                             ------                 ------

Total investments                                                         1,825,223              1,719,710
                                                                          ---------              ---------

Cash and cash equivalents - interest bearing                                 75,792                 94,770

Cash - non-interest bearing                                                   6,832                  5,008

Accrued investment income                                                    23,954                 21,505

Deferred policy acquisition costs                                           177,681                131,973

Present value of future profits                                              43,587                 42,230

Goodwill                                                                     18,019                 18,585

Deferred tax benefits, net                                                    9,660                  4,786

Receivable from OakRe                                                       531,541                720,904

Due from affiliates                                                         216,931                246,198

Other assets                                                                  1,566                  6,674

Separate account assets                                                   2,257,878              1,832,396
                                                                          ---------              ---------

Total assets                                                             $5,188,664             $4,844,739
                                                                         ==========             ==========
</TABLE>

See accompanying notes to unaudited financial statements.
<PAGE>

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Balance Sheets, (Continued)

 (In thousands)
<TABLE>
<CAPTION>
                                                                       June 30
                                                                        1999                December 31,
     Liabilities and Shareholder's Equity                            (Unaudited)                 1998
                                                                     ------------           --------------
<S>                                                                  <C>                      <C>
Liabilities:

  Policyholder deposits                                              $2,535,619               $2,643,124

  Future policy benefits                                                 58,430                   54,336

  Payable on return of collateral on loaned securities                   41,797                   25,923

  Payable on purchase of securities                                       5,682                    1,040

  Federal and state income taxes payable                                    410                      446

  Accounts payable and other liabilities                                 19,235                   18,714

  Future purchase price payable to OakRe                                  5,523                    6,976

  Guaranty fund assessments                                               9,700                    9,700

  Separate account liabilities                                        2,257,875                1,832,394
                                                                      ---------                ---------

Total liabilities                                                     4,934,271                4,592,653
                                                                      ---------                ---------

Shareholder's equity:

  Common stock                                                            5,799                    5,799

  Additional paid-in capital                                            230,491                  220,491

  Retained earnings                                                      28,846                   26,410

  Accumulated other comprehensive loss, net of tax                      (10,743)                    (614)
                                                                       --------                    -----

Total shareholder's equity                                              254,393                  252,086
                                                                        -------                  -------


Total liabilities and shareholder's equity                           $5,188,664               $4,844,739
                                                                     ==========               ==========
</TABLE>

See accompanying notes to unaudited financial statements.

<PAGE>

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Statements of Income (Unaudited)

(In thousands)

<TABLE>
<CAPTION>
                                                          Six months ended                 Three months ended
                                                              June 30,                          June 30,
                                                        1999             1998             1999             1998
                                                       ------------------------         --------------------------
<S>                                                     <C>             <C>               <C>             <C>
Revenues:

Premiums                                                $9,755          $8,784            $6,467          $6,179

Net investment income                                   66,028          61,808            32,125          30,766

Net realized investment gains (losses)                  (4,794)         (1,754)           (2,569)            498

Separate account fees                                   14,326           9,433             7,637           5,149

Other income                                             4,786           1,691             2,558             868
                                                         -----           -----             -----            ----

Total revenues                                          90,101          79,962            46,218          43,460
                                                        ------          ------            ------          ------


Benefits and expenses:

Interest on policyholder deposits                       49,696          45,662            24,505          23,206

Current and future policy benefits                      11,918           9,696             8,112           6,237

Operating and other expenses                            18,140          13,701            10,012           7,143

Amortization of purchased intangible assets              1,911           2,008               966             998

Amortization of deferred acquisition costs               5,451           3,450             2,890           2,850
                                                         -----           -----             -----           -----

Total benefits and expenses                             87,116          74,517            46,485          40,434
                                                        ------          ------            ------          ------

Income (loss)before income taxes                         2,985           5,445              (267)          3,026
                                                         -----           -----             -----           -----

Income tax expense(benefit):

Current                                                   (206)         (1,312)           (4,421)          1,767

Deferred                                                   755           3,480             4,075            (575)
                                                           ---           -----             -----           -----

Total income tax expense (benefit)                         549           2,168             (346)           1,192
                                                           ---           -----             -----           -----

Net income                                              $2,436          $3,277               $79          $1,834
                                                        ======          ======               ===          ======
</TABLE>

See accompanying notes to unaudited financial statements.

<PAGE>

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Statements of Shareholder's Equity (Unaudited)

(In thousands)

<TABLE>
<CAPTION>
                                                                            For the periods ended

                                                                          6/30/99           12/31/98
                                                                         ---------          ---------
<S>                                                                      <C>                <C>
Common stock, at beginning and end of period                             $  5,799           $  5,799
                                                                           ------             ------

Additional paid-in capital:

Balance at beginning of period                                            220,491            191,491

Capital contribution                                                       10,000             29,000
                                                                           ------             ------

Balance at end of period                                                  230,491            220,491
                                                                          -------            -------

Retained earnings:

Balance at beginning of period                                             26,410             12,516

Net income                                                                  2,436             13,894
                                                                            -----             ------

Balance at end of period                                                   28,846             26,410
                                                                           ------             ------

Accumulated other comprehensive loss:

Balance at beginning of period                                               (614)             2,732

Change in unrealized depreciation of debt and equity securities           (45,350)           (14,571)

Change in deferred acquisition costs attributable to
unrealized appreciation                                                    27,279              6,996

Change in present value of future profits attributable to
unrealized depreciation                                                     2,488              2,428

Change in deferred federal income taxes impact                              5,454              1,801
                                                                            -----              -----

Balance at end of period                                                  (10,743)              (614)
                                                                          --------              -----

Total shareholder's equity                                               $254,393           $252,086
                                                                         ========           ========

Total comprehensive income (loss):

  Net income                                                               $2,436            $13,894

  Other comprehensive loss (change in
   Unrealized losses on debt and equity securities)                       (10,129)            (3,346)
                                                                         --------            -------

  Total comprehensive income(loss)                                        $(7,693)           $10,548
                                                                         ========            =======

  See accompanying notes to unaudited financial statements.
</TABLE>

<PAGE>

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Statements of Cash Flows (Unaudited)

 (In thousands)
<TABLE>
<CAPTION>
                                                                                    Six months ended
                                                                                        June 30,
                                                                               1999                  1998
                                                                              --------            ---------
<S>                                                                             <C>                 <C>
Reconciliation of net income to net cash provided
     by operating activities:

  Net income                                                                    $2,436              $3,277

Adjustments to reconcile net income to net cash
     provided by operating activities:
                                                                                                     6,606
    Increase in future policy benefits                                           4,094

    (Decrease) increase in payables and accrued liabilities                        521              (3,128)

    Increase in accrued investment income                                       (2,449)               (711)

    Amortization of intangible assets                                            7,362               5,458

    Recapture commission paid to OakRe                                          (1,453)             (2,981)

    Net realized investment losses                                               4,794               1,754

    Interest accumulated on policyholder deposits                               49,696              45,662

    Increase in current and deferred federal income taxes                       (4,910)             (2,926)

    Commissions and expenses deferred                                          (23,880)            (24,496)

    Other                                                                        6,734               1,440
                                                                                -------             -------

Net cash provided by operating Activities                                       42,945              29,955
                                                                                ------              ------

Cash flows from investing activities:

  Cash used in the purchase of investment
    Securities                                                                (373,923)           (298,878)

  Proceeds from investment securities sold
    and matured                                                                227,903             265,979

  Other                                                                         (1,107)               (724)
                                                                               -------               -----

Net cash used in investing activities                                         (147,127)            (33,623)
                                                                             ----------            --------

</TABLE>
See accompanying notes to unaudited financial statements.
(Continued)

<PAGE>

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Statements of Cash Flows, (Unaudited) (Continued)

 (In thousands)

<TABLE>
<CAPTION>
                                                                                  Six Months Ended
                                                                                      June 30,
                                                                             1999                   1998
                                                                           --------               ---------
<S>                                                                        <C>                      <C>
Cash flows from financing activities:

  Policyholder deposits                                                    $484,855                 $506,586

  Transfers from OakRe                                                      206,951                  415,821

  Transfer to separate accounts                                            (288,377)                (424,680)

  Return of policyholder deposits                                          (378,266)                (432,606)

  Proceeds from security collateral on
    Securities lending                                                       15,874                        -

  Transfers from(to) RGA                                                     35,991                 (40,446)

  Capital contribution received                                              10,000                        -
                                                                             ------                   ------
Net cash provided by financing activities                                    87,028                   24,675
                                                                             ------                   ------

Increase(decrease) in cash and cash
  Equivalents                                                               (17,154)                  21,007
                                                                           --------                   ------

Cash and cash equivalents - beginning of Period                              99,778                   16,576
                                                                             ------                   ------

Cash and cash equivalents - end of period                                   $82,624                  $37,583
                                                                            =======                  =======

See accompanying notes to unaudited financial statements.
</TABLE>

<PAGE>

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Notes to Interim Financial Statements - (Unaudited)

June 30, 1999 and 1998

(1)

The interim  consolidated  financial statements for Cova Financial Services Life
Insurance  Company (the  Company)  have been  prepared on the basis of generally
accepted  accounting  principles and, in the opinion of management,  reflect all
adjustments  (consisting  of normal  recurring  accruals)  necessary  for a fair
presentation  or results for such periods.  The results of  operations  and cash
flows for any interim period are not  necessarily  indicative of results for the
full year.  These financial  statements  should be read in conjunction  with the
financial statements as of December 31, 1998 and December 31, 1997, and for each
of the years in the three-year  period ended December 31, 1998 and related notes
thereto, presented elsewhere herein. Interim financial data presented herein are
unaudited.


(2)  Investments

The Company's investments in debt and equity securities are considered available
for sale and carried at  estimated  fair value,  with the  aggregate  unrealized
appreciation or depreciation being recorded as other  comprehensive  income. The
carrying  value  and  amortized  cost of  investments  at June 30,  1999 were as
follows:

<TABLE>
<CAPTION>
                                                                                          June 30, 1999
                                                         --------------------------------------------------------------------------
                                                                         Gross          Gross           Estimated
                                                         Amortized     Unrealized     Unrealized           Fair          Carrying
                                                            Cost         Gains          Losses            Value            Value
                                                         --------------------------------------------------------------------------
                                                                                         (in thousands )
<S>                                                        <C>               <C>       <C>                <C>              <C>
Debt securities:
  U.S. Government treasuries                               $28,220           $88       $(1,906)           $26,402          $26,402
  Government agency obligations                             46,126           464          (135)            46,455           46,455
  Corporate securities                                   1,050,390         3,530       (45,063)         1,008,857        1,008,857
  Mortgage-backed securities                               210,309           642        (2,022)           208,929          208,929
  Asset-backed securities                                  175,810           575        (5,207)           171,178          171,178
                                                        ----------         -----      ----------        ----------       ----------
Total debt securities                                    1,510,855         5,299       (54,333)         1,461,821        1,461,821

Equity securities                                            9,037             -              -             9,037            9,037
Mortgage loans(net)                                        323,531         9,884          (751)           332,664          323,531
Real estate                                                  3,950             -              -             3,950            3,950
Policy loans                                                26,884             -              -            26,884           26,884
                                                        ----------       -------       --------        ----------       -----------
Total investments                                       $1,874,257       $15,183      ($55,084)        $1,834,356       $1,825,223
                                                        ==========       =======      =========        ==========       ==========


Company's beneficial interest in
 Separate accounts                                             $3             --            --                 $3                $3
                                                              ---            ---           ---                 ---              ---
</TABLE>

As of June 30, 1999,  the Company had six nonincome  producing  debt  securities
totaling  $12,618,058. The Company's valuation allowance for potential losses on
mortgage loans is $775,500 at June 30, 1999.

<PAGE>


COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Notes to Interim Financial Statements - (Unaudited)

The amortized cost and fair market value of debt securities at June 30, 1999, by
contractual  maturity,  are shown below.  Expected  maturities  will differ from
contractual  maturities  because  borrowers may have the right to call or prepay
obligations  with  or  without  call  or  prepayment  penalties.  Maturities  of
mortgage-backed  securities will be substantially shorter than their contractual
maturity because they require monthly principal  installments and mortgagees may
prepay principal.

<TABLE>
<CAPTION>
                                                                          June 30, 1999
                                                           --------------------------------------
                                                                                        Fair
                                                            Amortized                  Market
                                                              Cost                     Value
                                                           --------------------------------------
                                                                       (in thousands )
<S>                                                           <C>                       <C>
Less than one year                                            $78,922                   $79,374

Due after one year through five years                         489,360                   469,383

Due after five years through ten years                        439,987                   422,300

Due after ten years                                           292,277                   281,835

Mortgage-backed securities                                    210,309                   208,929
                                                              -------                   -------

Total                                                      $1,510,855                $1,461,821
                                                           ==========                ==========
</TABLE>


At June 30, 1999,  approximately  90.8% of the  Company's  debt  securities  are
investment  grade or are non-rated but considered to be of investment  grade. Of
the 9.2%  non-investment  grade debt securities,  6.1% are rated as BB, 1.9% are
rated as B and 1.2% are rated as CCC and treated as impaired.


<PAGE>


COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Cova Corporation)

Notes to Interim Financial Statements - (Unaudited)

The  components  of net  investment  income,  net  realized  capital  losses and
comprehensive income were as follows:

<TABLE>
<CAPTION>
                                                              Six months ended                 Three months ended
                                                                   June 30,                          June 30,
                                                            1999           1998                1999           1998
                                                           -----------------------           ------------------------
                                                                                (in thousands )
<S>                                                         <C>           <C>                 <C>            <C>
Income on debt securities                                   $50,849       $46,118             $25,274        $22,880

Income on short-term investments                              1,013         1,206                 548            641

Income on equity securities                                     281             -                 137              -

Income on mortgage loans                                     13,666        14,500               6,095          7,250

Income on policy loans                                        1,043           965                 530            492

Miscellaneous interest                                          283            60                 114             35
                                                                ---            --                 ---             --
Total investment income                                      67,135        62,849              32,698         31,298

Investment expenses                                          (1,107)       (1,041)               (573)          (532)
                                                            -------       -------               -----          -----
Net investment income                                       $66,028       $61,808             $32,125        $30,766
                                                            =======       =======             =======        =======
Net realized capital gains(losses) - debt

  securities                                                $(4,794)      $(1,754)            $(2,569)          $498
                                                            ========      ========            ========          ====
</TABLE>


<TABLE>
<CAPTION>
                                                                    For the periods ended:
                                                            ----------------------------------------
                                                               6/30/99                  6/30/98
                                                            ----------------------------------------
                                                                        (in thousands)
<S>                                                            <C>                       <C>
Comprehensive income was as follows:

  Debt securities                                              $(45,350)                 $(546)

  Effects on deferred acquisition costs
    Amortization                                                 27,279                    242

  Effects on present value of future
    Profits amortization                                          2,488                     90
                                                                  -----                     --

  Unrealized depreciation before income Taxes                   (15,583)                  (214)

  Unrealized income tax benefit                                   5,454                     75
                                                                  -----                     --

Net change in comprehensive income                             $(10,129)                 $(139)
                                                              ==========                =======
</TABLE>

<PAGE>

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
 (a wholly owned subsidiary of Cova Corporation)

Notes to Interim Financial Statements - (Unaudited)


(3)      Securities Greater than 10% of Shareholder's Equity

As of June 30, 1999 the Company does not have any  individual  security  that
exceeds 10% of shareholder's equity:

(4)      Statutory Surplus

As  of  June  30,  1999,  the  Company's   statutory  capital  and  surplus  was
$104,250,501.  The Company's statutory net losses for the periods ended June 30,
1999 and 1998 were $9,554,724 and $4,784,981, respectively.

(5)      Related-Party Transactions

The Company has entered into management,  operations,  and servicing  agreements
with its affiliated companies. The affiliated companies are Cova Life Management
Company,  which  provides  management  services and the  employees  necessary to
conduct the  activities  of the Company;  and Conning  Asset  Management,  which
provides  investment  advice.  Additionally,  a portion  of  overhead  and other
corporate  expenses are  allocated by the  Company's  ultimate  parent,  General
American  Life  Insurance  Company.  Cova Life  Administrative  Service  Company
provides various services for the Company including  underwriting,  claims,  and
administrative  functions.  Expenses and fees paid to affiliated companies as of
June 30, 1999 and 1998 were $10,768,818 and $9,712,533, respectively.

(6)   SUBSEQUENT EVENT

On August 26, 1999, the Company's ultimate parent, General American Life
Insurance Company (GALIC), entered into a definitive agreement, whereby MetLife
will acquire GALIC's parent company GenAmerica Corporation for $1.2 billion in
cash. The purchase is subject to the approval of the Missouri Director of
Insurance, and it is expected to be completed in the fourth quarter of 1999.

(7)  Others

Certain 1998 amounts have reclassified to conform to the 1999 presentation.






                             COVA FINANCIAL SERVICES
                     LIFE INSURANCE COMPANY AND SUBSIDIARIES
                 (a wholly owned subsidiary of Cova Corporation)

                        Consolidated Financial Statements

                        December 31, 1998, 1997, and 1996

                   (With Independent Auditors' Report Thereon)




                          INDEPENDENT AUDITORS' REPORT



     The Board of Directors and Shareholder
     Cova Financial Services Life Insurance Company:


     We have audited the accompanying consolidated balance sheets of Cova
     Financial Services Life Insurance Company and subsidiaries (a wholly owned
     subsidiary of Cova Corporation) (the Company) as of December 31, 1998 and
     1997, and the related consolidated statements of income, shareholder's
     equity, and cash flows for each of the years in the three-year period ended
     December 31, 1998. These consolidated financial statements are the
     responsibility of the Company's management. Our responsibility is to
     express an opinion on these consolidated financial statements based on our
     audits.

     We conducted our audits in accordance with generally accepted auditing
     standards. Those standards require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are free
     of material misstatement. An audit includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements. An audit also includes assessing the accounting principles used
     and significant estimates made by management, as well as evaluating the
     overall financial statement presentation. We believe that our audits
     provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
     present fairly, in all material respects, the financial position of Cova
     Financial Services Life Insurance Company and subsidiaries as of December
     31, 1998 and 1997, and the results of their operations and their cash flows
     for each of the years in the three-year period ended December 31, 1998, in
     conformity with generally accepted accounting principles.





     March 4, 1999

<TABLE>
<CAPTION>
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
                 (a wholly owned subsidiary of Cova Corporation)

                           Consolidated Balance Sheets

                           December 31, 1998 and 1997


                                       ASSETS                                              1998           1997
                                                                                       -------------  -------------
                                                                                             (IN THOUSANDS)
<S>                                                                                  <C>                 <C>
Investments:
    Debt securities available-for-sale, at fair value (cost of
      $1,375,198 in 1998 and $1,269,362 in 1997)                                     $    1,371,513      1,280,247
    Equity securities, at fair value                                                          9,037             --
    Mortgage loans, net of allowance for potential loan loss
      of $510 in 1998 and $237 in 1997                                                      312,865        348,206
    Policy loans                                                                             26,295         24,228
                                                                                       -------------  -------------

             Total investments                                                            1,719,710      1,652,681


Cash and cash equivalents - interest-bearing                                                 94,770         12,910
Cash - noninterest-bearing                                                                    5,008          3,666
Receivable from sale of securities                                                            5,845          1,870
Accrued investment income                                                                    21,505         20,602
Deferred policy acquisition costs                                                           131,973         84,326
Present value of future profits                                                              42,230         41,486
Goodwill                                                                                     18,585         19,717
Deferred tax asset, net                                                                       4,786          7,933
Receivable from OakRe                                                                       720,904      1,426,261
Due from affiliates                                                                         246,198        127,599
Other assets                                                                                    829          2,184
Separate account assets                                                                   1,832,396      1,108,125
                                                                                       -------------  -------------

             Total assets                                                            $    4,844,739      4,509,360
                                                                                       =============  =============
</TABLE>


See accompanying notes to consolidated financial statements.

<TABLE>
<CAPTION>
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
                 (a wholly owned subsidiary of Cova Corporation)

                     Consolidated Balance Sheets, Continued

                           December 31, 1998 and 1997


                       LIABILITIES AND SHAREHOLDER'S EQUITY                               1998            1997
                                                                                       ------------   -------------
                                                                                             (IN THOUSANDS)
<S>                                                                                  <C>                 <C>
Liabilities:
    Policyholder deposits                                                            $   2,643,124       3,098,287
    Future policy benefits                                                                  54,336          38,361
    Payable on return of collateral on loaned securities                                    25,923              --
    Payable on purchase of securities                                                        1,040           7,261
    Federal and state income taxes payable                                                     446           1,312
    Accounts payable and other liabilities                                                  18,714          21,912
    Future purchase price payable to OakRe                                                   6,976          12,173
    Guaranty fund assessments                                                                9,700           9,700
    Separate account liabilities                                                         1,832,394       1,107,816
                                                                                       ------------   -------------

             Total liabilities                                                           4,592,653       4,296,822
                                                                                       ------------   -------------

Shareholder's equity:
    Common stock, $2 par value.  (Authorized
      5,000,000 shares; issued and outstanding
      2,899,466 shares in 1998 and 1997)                                                      5,799           5,799
    Additional paid-in capital                                                             220,491         191,491
    Retained earnings                                                                       26,410          12,516
    Accumulated other comprehensive
      income - net of tax                                                                     (614)          2,732
                                                                                       ------------   -------------

             Total shareholder's equity                                                    252,086         212,538
                                                                                       ------------   -------------

             Total liabilities and shareholder's equity                              $   4,844,739       4,509,360
                                                                                       ============   =============
</TABLE>


See accompanying notes to consolidated financial statements.

<TABLE>
<CAPTION>
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
                 (a wholly owned subsidiary of Cova Corporation)

                        Consolidated Statements of Income

                  Years ended December 31, 1998, 1997, and 1996


                                                             1998         1997        1996
                                                          -----------  -----------  ----------
                                                                    (in thousands)
<S>                                                     <C>               <C>          <C>
Revenues:
    Premiums                                            $     23,875        9,368       3,154
    Net investment income                                    127,812      111,661      70,629
    Net realized gains (losses) on sales
      of investments                                          (1,600)         563         472
    Separate account fees                                     20,820       12,455       7,205
    Other income                                               5,372        4,950       3,304
                                                          -----------  -----------  ----------

             Total revenues                                  176,279      138,997      84,764
                                                          -----------  -----------  ----------

Benefits and expenses:
    Interest on policyholder deposits                         93,759       81,129      50,100
    Current and future policy benefits                        25,225       11,496       5,130
    Operating and other expenses                              27,190       21,758      16,557
    Amortization of purchased
      intangible assets                                        3,445        3,668       2,332
    Amortization of deferred policy
      acquisition costs                                        9,393        6,307       4,389
                                                          -----------  -----------  ----------

             Total benefits and expenses                     159,012      124,358      78,508
                                                          -----------  -----------  ----------

             Income before income taxes                       17,267       14,639       6,256
                                                          -----------  -----------  ----------

Income tax expense (benefit):
    Current                                                   (1,576)       1,951       1,740
    Deferred                                                   4,949        3,710         915
                                                          -----------  -----------  ----------

             Total income tax expense                          3,373        5,661       2,655
                                                          -----------  -----------  ----------

             Net income                                 $     13,894        8,978       3,601
                                                          ===========  ===========  ==========
</TABLE>


See accompanying notes to consolidated financial statements.

<TABLE>
<CAPTION>
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
                 (a wholly owned subsidiary of Cova Corporation)

                 Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1998, 1997, and 1996


                                                                              1998          1997         1996
                                                                           -----------   -----------  -----------
                                                                                      (in thousands)
<S>                                                                      <C>                <C>          <C>
Common stock, balance at beginning
    and end of period                                                    $      5,799         5,799        5,799
                                                                           -----------   -----------  -----------

Additional paid-in capital:
    Balance at beginning of period                                            191,491       166,491      129,586
    Capital contribution                                                       29,000        25,000       36,905
                                                                           -----------   -----------  -----------

Balance at end of period                                                      220,491       191,491      166,491
                                                                           -----------   -----------  -----------

Retained earnings (deficit):
    Balance at beginning of period                                             12,516         3,538          (63)
    Net income                                                                 13,894         8,978        3,601
                                                                           -----------   -----------  -----------

Balance at end of period                                                       26,410        12,516        3,538
                                                                           -----------   -----------  -----------

Accumulated other comprehensive income:
    Balance at beginning of period                                              2,732          (784)       2,764
    Change in unrealized appreciation
      (depreciation) of debt and equity
      securities                                                              (14,571)       14,077      (13,915)
    Deferred federal income tax impact                                          1,801        (1,893)       1,910
    Change in deferred policy acquisition costs attributable
      to unrealized depreciation (appreciation)                                 6,996        (5,342)       1,561
    Change in present value of future profits
      attributable to unrealized depreciation (appreciation)                    2,428        (3,326)       6,896
                                                                           -----------   -----------  -----------

Balance at end of period                                                         (614)        2,732         (784)
                                                                           -----------   -----------  -----------

             Total shareholder's equity                                  $    252,086       212,538      175,044
                                                                           ===========   ===========  ===========

Total comprehensive income:
    Net income                                                           $     13,894         8,978        3,601
    Other comprehensive income (change in net unrealized
      appreciation (depreciation) of debt and equity securities)               (3,346)        3,516       (3,548)
                                                                           -----------   -----------  -----------

             Total comprehensive income                                  $     10,548        12,494           53
                                                                           ===========   ===========  ===========
</TABLE>


See accompanying notes to consolidated financial statements.

<TABLE>
<CAPTION>
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
                 (a wholly owned subsidiary of Cova Corporation)

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 1998, 1997, and 1996


                                                                             1998          1997          1996
                                                                         -------------  ------------  ------------
                                                                                             (in thousands)
<S>                                                                    <C>                 <C>           <C>
Reconciliations of net income to net cash provided by
  operating activities:
      Net income                                                       $       13,894         8,978         3,601
      Adjustments to reconcile net income to net
        cash provided by operating activities:
           Increase in future policy benefits                                  15,975         6,019           680
           Increase (decrease) in payables and
             accrued liabilities                                               (3,198)       (1,194)        2,900
           Increase in accrued investment income                                 (903)       (5,591)       (4,778)
           Amortization of intangible assets and                               12,838         9,975         6,721
             deferred policy acquisition costs
           Amortization and accretion of securities
             premiums and discounts                                            (1,767)        1,664         2,751
           Recapture commissions paid to OakRe                                 (5,197)       (4,837)       (4,483)
           Net realized loss (gain) on sale of investments                      1,600          (563)         (472)
           Interest accumulated on policyholder deposits                       93,759        81,129        50,100
           Increase (decrease) in current and
             deferred federal income taxes                                      2,281         5,917          (351)
           Separate account net income                                            (12)       (2,637)       (2,008)
           Commissions and expenses deferred                                  (50,044)      (46,142)      (34,803)
           Other                                                               (3,566)       (3,537)         (578)
                                                                         -------------  ------------  ------------

             Net cash provided by operating activities                         75,660        49,181        19,280
                                                                         -------------  ------------  ------------

Cash flows from investing activities:
    Cash used in the purchase of investment securities                       (733,049)     (809,814)     (715,274)
    Proceeds from investment securities sold and matured                      642,481       382,783       262,083
    Other                                                                      (1,159)       15,400       (14,166)
                                                                         -------------  ------------  ------------

             Net cash used in investing activities                     $      (91,727)     (411,631)     (467,357)
                                                                         -------------  ------------  ------------
</TABLE>


See accompanying notes to consolidated financial statements.

<TABLE>
<CAPTION>
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
                 (a wholly owned subsidiary of Cova Corporation)

                Consolidated Statements of Cash Flows, Continued

                  Years ended December 31, 1998, 1997, and 1996


                                                                                  1998          1997          1996
                                                                              -------------  ------------  ------------
                                                                                                  (in thousands)
<S>                                                                         <C>                  <C>           <C>
Cash flows from financing activities:
    Policyholder deposits                                                   $    1,014,075       841,174       446,784
    Transfers from OakRe                                                           812,520       637,168       574,010
    Transfer to separate accounts                                                 (789,872)     (450,303)     (126,797)
    Return of policyholder deposits                                               (889,202)     (597,425)     (491,025)
    Proceeds from security collaterals on securities lending                        25,923            --            --
    Transfers to RGA                                                              (103,175)     (120,411)           --
    Capital contributions received                                                  29,000        25,000        20,000
                                                                              -------------  ------------  ------------

             Net cash provided by financing activities                              99,269       335,203       422,972
                                                                              -------------  ------------  ------------

             Increase (decrease) in cash and
               cash equivalents                                                     83,202       (27,247)      (25,105)

Cash and cash equivalents at beginning of period                                    16,576        43,823        62,256
CFLIC contributed cash (note 9)                                                         --            --         6,672
                                                                              -------------  ------------  ------------

Cash and cash equivalents at end of period                                  $       99,778        16,576        43,823
                                                                              =============  ============  ============
</TABLE>

See accompanying notes to consolidated financial statements.


                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
                 (a wholly owned subsidiary of Cova Corporation)

                   Notes to Consolidated Financial Statements

                        December 31, 1998, 1997, and 1996



  (1)   NATURE OF BUSINESS AND ORGANIZATION

              NATURE OF THE BUSINESS

              Cova Financial Services Life Insurance Company (CFSLIC) and
              subsidiaries (the Company) market and service single premium
              deferred annuities, immediate annuities, variable annuities, term
              life, single premium variable universal life, and single premium
              whole life insurance policies. The Company is licensed to do
              business in 47 states and the District of Columbia. Most of the
              policies issued present no significant mortality nor longevity
              risk to the Company, but rather represent investment deposits by
              the policyholders. Single premium whole life insurance policies
              provide policy beneficiaries with mortality benefits amounting to
              a multiple, which declines with age, of the original premium.

              Under the deferred fixed annuity contracts, interest rates
              credited to policyholder deposits are guaranteed by the Company
              for periods from one to ten years, but in no case may renewal
              rates be less than 3%. The Company may assess surrender fees
              against amounts withdrawn prior to scheduled rate reset and adjust
              account values based on current crediting rates. Policyholders
              also may incur certain federal income tax penalties on
              withdrawals.

              Under the variable annuity contracts, policyholder deposits are
              allocated to various separate account sub-accounts or the general
              accounts. A sub-account is valued at the sum of market values of
              the securities in its underlying investment portfolio. The
              contract value allocated to a sub-account will fluctuate based on
              the performance of the sub-accounts. The contract value allocated
              to the general accounts is credited with a fixed interest rate for
              a specified period. The Company may assess surrender fees against
              amounts withdrawn prior to the end of the withdrawal charge
              period. Policyholders also may incur certain federal income tax
              penalties on withdrawals.

              Under the single premium variable life contracts, policyholder
              deposits are allocated to various separate account sub-accounts.
              The account value allocated to a sub-account will fluctuate based
              on the performance of the sub-accounts. The Company guarantees a
              minimum death benefit to be paid to the beneficiaries upon the
              death of the insured. The Company may assess surrender fees
              against amounts withdrawn prior to the end of the surrender charge
              period. A deferred premium tax may also be assessed against
              amounts withdrawn in the first ten years. Policyholders may also
              incur certain federal income tax penalties on withdrawals.

              Under the term life insurance policies, policyholders pay a level
              premium over a certain period of time to guarantee a death benefit
              will be paid to the beneficiaries upon the death of the insured.
              This policy has no cash accumulation available to the
              policyholder.

              Although the Company markets its products through numerous
              distributors, including regional brokerage firms, national
              brokerage firms, and banks, approximately 89%, 73%, and 66% of the
              Company's sales have been through two specific brokerage firms, A.
              G. Edwards & Sons, Incorporated and Edward Jones & Company in
              1998, 1997, and 1996, respectively.

              ORGANIZATION

              CFSLIC, formerly Xerox Financial Services Life Insurance Company
              (XFSLIC), is a wholly owned subsidiary of Cova Corporation, a
              subsidiary of General American Life Insurance Company (GALIC), a
              Missouri domiciled life insurance company. When Cova Corporation
              purchased CSFLIC from Xerox Financial Services, Inc. (XFSI), a
              wholly owned subsidiary of Xerox Corporation, it entered into a
              financing reinsurance transaction with OakRe Life Insurance
              Company (OakRe), a subsidiary of XFSLIC, to assume the economic
              benefits and risks of the existing single premium deferred annuity
              deposits (SPDAs) of CFSLIC. Ownership of OakRe was retained by
              XFSI subsequent to the sale of XFSLIC and other affiliates. The
              receivable from OakRe to the Company that was created by this
              transaction will be liquidated over the remaining crediting rate
              guaranty periods which will be substantially expired by the end of
              the year 2000, from the transfer of cash in the amount of the then
              current account value, less a recapture commission fee to OakRe on
              policies retained beyond their 30-day-no-fee surrender window by
              the Company, upon the next crediting rate reset date of each
              annuity policy. The Company may then reinvest that cash for those
              policies that are retained and thereafter assume the benefits and
              risks of those deposits.

              In the event that both OakRe and XFSI default on the receivable,
              the Company may draw funds from a standby bank irrevocable letter
              of credit established by XFSI in the amount of $500 million. No
              funds were drawn on this letter of credit during the periods ended
              December 31, 1998 and 1997.

              In substance, terms of the agreement have allowed the seller,
              XFSI, to retain substantially all of the existing financial
              benefits and risks of the existing business, while the purchaser,
              GALIC, obtained the corporate operating and product licenses,
              marketing, and administrative capabilities of the Company and
              access to the retention of the policyholder deposit base that
              persists beyond the next crediting rate reset date.

              The Company owns 100% of the outstanding shares of First Cova Life
              Insurance Company (a New York domiciled insurance company) (FCLIC)
              and Cova Financial Life Insurance Company (a California domiciled
              insurance company) (CFLIC). Ownership of CFLIC was obtained on
              December 31, 1996 as the result of a capital contribution by Cova
              Corporation. The Company has presented the consolidated financial
              position and results of operations for its subsidiaries from the
              dates of actual ownership (see note 9).


  (2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              DEBT SECURITIES

              Investments in all debt securities with readily determinable
              market values are classified into one of three categories: held to
              maturity, trading, or available-for-sale. Classification of
              investments is based on management's current intent. All debt
              securities at December 31, 1998 and 1997 were classified as
              available-for-sale. Securities available-for-sale are carried at
              fair value, with unrealized holding gains and losses reported as
              accumulated other comprehensive income in the shareholder's
              equity, net of deferred effects of income tax and related effects
              on deferred acquisition costs and present value of future profits.

              Amortization of the discount or premium from the purchase of
              mortgage-backed bonds is recognized using a level-yield method
              which considers the estimated timing and amount of prepayments of
              the underlying mortgage loans. Actual prepayment experience is
              periodically reviewed and effective yields are recalculated when
              differences arise between the prepayments previously anticipated
              and the actual prepayments received and currently anticipated.
              When such a difference occurs, the net investment in the
              mortgage-backed bond is adjusted to the amount that would have
              existed had the new effective yield been applied since the
              acquisition of the bond, with a corresponding charge or credit to
              interest income (the "retrospective method").

              A realized loss is recognized and charged against income if the
              Company's carrying value in a particular investment in the
              available-for-sale category has experienced a significant decline
              in fair value that is deemed to be other than temporary.

              Investment income is recorded when earned. Realized capital gains
              and losses on the sale of investments are determined on the basis
              of specific costs of investments and are credited or charged to
              income. Gains or losses on financial future or option contracts
              which qualify as hedges of investments are treated as basis
              adjustments and are recognized in income over the life of the
              hedged investments.

              EQUITY SECURITIES

              Equity securities represent investments in nonredeemable preferred
              stock and common stock warrants. These securities are carried at
              fair value, which is determined primarily through published quotes
              of trading values. Changes to adjust the carrying value are
              reported directly in shareholder's equity. Other-than-temporary
              declines below cost are recorded as realized losses.

              MORTGAGE LOANS AND POLICY LOANS

              Mortgage loans and policy loans are carried at their unpaid
              principal balances. An allowance for mortgage loan losses is
              established based on an evaluation of the mortgage loan portfolio,
              past credit loss experience, and current economic conditions.

              Reserves for loans are established when the Company determines
              that collection of all amounts due under the contractual terms is
              doubtful and are calculated in conformity with Statement of
              Financial Accounting Standards (SFAS) No. 114, Accounting by
              Creditors for Impairment of a Loan, as amended by SFAS No. 118,
              Accounting by Creditors for Impairment of a Loan -Income
              Recognition and Disclosures.

              The Company had no impaired loans, and the valuation allowance for
              potential losses on mortgage loans was $510,000 and $237,000, at
              December 31, 1998 and 1997, respectively.

              CASH AND CASH EQUIVALENTS

              Cash and cash equivalents include currency and demand deposits in
              banks, U.S. Treasury bills, money market accounts, and commercial
              paper with maturities under 90 days, which are not otherwise
              restricted.

              SEPARATE ACCOUNT ASSETS

              Separate accounts contain segregated assets of the Company that
              are specifically assigned to variable annuity or life
              policyholders in the separate accounts and are not available to
              other creditors of the Company. The earnings of separate account
              investments are also assigned to the policyholders in the separate
              accounts, and are not guaranteed or supported by the other general
              investments of the Company. The Company earns mortality and
              expense risk fees from the separate account and assesses
              withdrawal charges in the event of early withdrawals. Separate
              account assets are carried at fair value.

              In order to provide for optimum policyholder returns and to allow
              for the replication of the investment performance of existing
              "cloned" mutual funds, the Company has periodically transferred
              capital to the separate account to provide for the initial
              purchase of investments in new portfolios. As additional funds
              have been received through policyholder deposits, the Company has
              periodically reduced its capital investment in the separate
              accounts. The Company's capital investment in the separate
              accounts as of December 31, 1998 and 1997, is presented in note 3.

              DEFERRED POLICY ACQUISITION COSTS

              The costs of acquiring new business which vary with and are
              directly related to the production of new business, principally
              commissions, premium taxes, sales costs, and certain policy
              issuance and underwriting costs, are deferred. These deferred
              costs are amortized in proportion to estimated future gross
              profits derived from investment income, realized gains and losses
              on sales of securities, unrealized securities gains and losses,
              interest credited to accounts, surrender fees, mortality costs,
              and policy maintenance expenses. The estimated gross profit
              streams are periodically reevaluated and the unamortized balance
              of deferred policy acquisition costs is adjusted to the amount
              that would have existed had the actual experience and revised
              estimates been known and applied from the inception of the
              policies and contracts. The amortization and adjustments resulting
              from unrealized gains and losses are not recognized currently in
              income but as an offset to the accumulated other comprehensive
              income component of shareholder's equity. The amortization period
              is the remaining life of the policies, which is estimated to be 20
              years from the date of original policy issue.

<TABLE>
<CAPTION>
              The components of deferred policy acquisition costs are shown
              below. The effects on deferred policy acquisition costs of the
              consolidation of CFLIC (see note 9) with the Company are presented
              separately.

                                                                      1998          1997          1996
                                                                   ------------  ------------ -------------
                                                                               (IN THOUSANDS)
<S>                                                              <C>                <C>          <C>
Deferred policy acquisition costs, beginning of period           $    84,326        49,833       14,468
Commissions and expenses deferred                                     50,044        46,142       34,803
Amortization                                                          (9,393)       (6,307)      (4,389)
Deferred policy acquisition costs attributable to
    unrealized depreciation (appreciation)                             6,996        (5,342)       1,561
Effects on deferred policy acquisition costs of CFLIC
    consolidation                                                        --             --        3,390
                                                                   ------------  ------------ -------------

Deferred policy acquisition costs, end of period                 $   131,973        84,326       49,833
                                                                   ============  ============ =============
</TABLE>

              PURCHASE-RELATED INTANGIBLE ASSETS AND LIABILITIES

              In accordance with the purchase method of accounting for business
              combinations, two intangible assets and a future payable related
              to accrued purchase price consideration were established as of the
              purchase date.

                  Present Value of Future Profits

                  The Company established an intangible asset which represents
                  the present value of future profits (PVFP) to be derived from
                  both the purchased and transferred blocks of business. Certain
                  estimates were utilized in the computation of this asset
                  including estimates of future policy retention, investment
                  income, interest credited to policyholders, surrender fees,
                  mortality costs, and policy maintenance costs discounted at a
                  pretax rate of 18% (12% net after tax).

                  In addition, as the Company has the option of retaining its
                  SPDA policies after they reach their next interest rate reset
                  date and are recaptured from OakRe, a component of this asset
                  represents estimates of future profits on recaptured business.
                  This asset will be amortized in proportion to estimated future
                  gross profits derived from investment income, realized gains
                  and losses on sales of securities, unrealized securities
                  appreciation and depreciation, interest credited to accounts,
                  surrender fees, mortality costs, and policy maintenance
                  expenses. The estimated gross profit streams are periodically
                  reevaluated and the unamortized balance of present value of
                  future profits will be adjusted to the amount that would have
                  existed had the actual experience and revised estimates been
                  known and applied from inception. The amortization and
                  adjustments resulting from unrealized appreciation and
                  depreciation are not recognized currently in income but as an
                  offset to the accumulated other comprehensive income reflected
                  as a separate component of shareholder's equity. The
                  amortization period is the remaining life of the policies,
                  which is estimated to be 20 years from the date of original
                  policy issue.

                  Based on current assumptions, amortization of the original
                  in-force PVFP asset, expressed as a percentage of the original
                  in-force asset, is projected to be 4.8%, 6.2%, 6.9%, 7.3%, and
                  7.1% for the years ended December 31, 1999 through 2003,
                  respectively. Actual amortization incurred during these years
                  may be more or less as assumptions are modified to incorporate
                  actual results.

                  During 1996, the Company adjusted its original purchase
                  accounting to include a revised estimate of the ultimate
                  renewal (recapture) rate. This adjustment resulted in a
                  reallocation of the net purchased intangible asset between
                  PVFP, goodwill, and the future payable. This final allocation
                  and the resulting impact on inception to date amortization was
                  recorded, in its entirety, in 1996.

<TABLE>
<CAPTION>
                  The components of PVFP are shown below. The effects on PVFP of
                  the consolidation of CFLIC (see note 9) with the Company are
                  presented separately.

                                                                  1998          1997          1996
                                                               ------------  ------------ -------------
                                                                           (IN THOUSANDS)
<S>                                                          <C>                 <C>         <C>
PVFP - beginning of period                                   $    41,486         46,389      38,155
Net amortization                                                  (1,684)        (1,577)       (473)
Present value of future profits attributable to unrealized
    depreciation (appreciation)                                    2,428         (3,326)      6,896
Adjustment due to revised push-down purchase accounting
                                                                       --              --         698
Effects on present value of future profits of CFLIC
    consolidation                                                     --             --       1,113
                                                               ------------  ------------ -------------

   PVFP - end of period                                      $    42,230         41,486      46,389
                                                               ============  ============ =============
</TABLE>


<TABLE>
<CAPTION>
Goodwill

Under the push-down method of purchase accounting, the excess of purchase price
over the fair value of tangible and intangible assets and liabilities acquired
is established as an asset and referred to as goodwill. The Company has elected
to amortize goodwill on the straight-line basis over a 20-year period. The
components of goodwill are shown below. The effects on goodwill of the
consolidation of CFLIC (see note 9) with the Company are presented separately.


                                                                    1998         1997         1996
                                                                 -----------  ------------ ------------
                                                                            (IN THOUSANDS)
<S>                                                            <C>               <C>          <C>
Goodwill - beginning of period                                 $    19,717       20,849       23,358
Amortization                                                        (1,132)      (1,132)        (916)
Adjustment due to revised push-down purchase accounting
                                                                         --            --       (3,626)
Effects on goodwill of CFLIC consolidation                              --           --        2,033
                                                                 -----------  ------------ ------------

Goodwill - end of period                                       $    18,585       19,717       20,849
                                                                 ===========  ============ ============
</TABLE>

                  Future Payable

                  Pursuant to the financial reinsurance agreement with OakRe,
                  the receivable from OakRe becomes due in installments when the
                  SPDA policies reach their next crediting rate reset date. For
                  any recaptured policies that continue in force into the next
                  guarantee period, the Company will pay a commission to OakRe
                  of 1.75% up to 40% of policy account values originally
                  reinsured and 3.50% thereafter. On policies that are
                  recaptured and subsequently exchanged to a variable annuity
                  policy, the Company will pay a commission to OakRe of 0.50%.

                  The Company has recorded a future payable that represents the
                  present value of the anticipated future commission payments
                  payable to OakRe over the remaining life of the financial
                  reinsurance agreement discounted at an estimated borrowing
                  rate of 6.50%. This liability represents a contingent purchase
                  price payable for the policies transferred to OakRe on the
                  purchase date and has been pushed down to the Company through
                  the financial reinsurance agreement. The Company expects that
                  this payable will be substantially extinguished by the end of
                  the year 2000.


<TABLE>
<CAPTION>
The components of this future payable are shown below. The effects on the future
payable on the consolidation of CFLIC (see note 9) with the Company are
presented separately.

                                                                    1998         1997         1996
                                                                 -----------  ------------  ----------
                                                                            (IN THOUSANDS)
<S>                                                            <C>               <C>          <C>
Future payable - beginning of period                           $    12,173       16,051       23,967
Interest added                                                         629          959          943
Payments to OakRe                                                   (5,826)      (4,837)      (4,483)
Adjustment due to revised push-down purchase
    accounting                                                          --           --       (5,059)
Effects on goodwill of CFLIC consolidation                              --           --          683
                                                                 -----------  ------------ -----------

Future payable - end of period                                 $     6,976       12,173       16,051
                                                                 ===========  ============ ===========
</TABLE>

              DEFERRED TAX ASSETS AND LIABILITIES

              XFSI and GALIC agreed to file an election to treat the acquisition
              of the Company as an asset acquisition under the provisions of
              Internal Revenue Code Section 338(h)(10). As a result of that
              election, the tax basis of the Company's assets as of the date of
              acquisition was revalued based upon fair market values. The
              principal effect of the election was to establish a tax asset on
              the tax-basis consolidated balance sheet of approximately $37.9
              million for the value of the business acquired that is amortizable
              for tax purposes over ten to fifteen years.

              POLICYHOLDER DEPOSITS

              The Company recognizes its liability for policy amounts that are
              not subject to policyholder mortality nor longevity risk at the
              stated contract value, which is the sum of the original deposit
              and accumulated interest, less any withdrawals. The average
              weighted interest crediting rate on the Company's policyholder
              deposits as of December 31, 1998 was 5.86%.

              FUTURE POLICY BENEFITS

              Reserves are held for future policy benefits that subject the
              Company to risks to make payments contingent upon the continued
              survival of an individual or couple (longevity risk). These
              reserves are valued at the present value of estimated future
              benefits discounted for interest, expenses, and mortality. The
              assumed mortality is the 1983 Individual Annuity Mortality Tables
              discounted at 5.50% to 8.50%, depending upon year of issue.

              Current mortality benefits payable are recorded for reported
              claims and estimates of amounts incurred but not reported.

              PREMIUM REVENUE

              The Company recognizes premium revenue at the time of issue on
              annuity policies that subject it to longevity risks. Amounts
              collected on annuity policies not subject to longevity risk are
              recorded as increases in the policyholder deposits liability. For
              term and single premium variable life products, premiums are
              recognized as revenue when due.

              OTHER INCOME

              Other income consists primarily of policy surrender charges,
              servicing fee from OakRe for administrating their policies, and
              advisory fees received from GALIC for advisory services rendered
              on their individual annuity products.

              FEDERAL INCOME TAXES

              The Company files a consolidated income tax return with its
              subsidiaries. Allocations of federal income taxes are based upon
              separate return calculations.

              Deferred tax assets and liabilities are recognized for the future
              tax consequences attributable to differences between the
              consolidated financial statement carrying amount of existing
              assets and liabilities and their respective tax bases and
              operating loss and tax credit carryforwards. Deferred tax assets
              and liabilities are measured using enacted tax rates expected to
              apply to taxable income in the years in which those temporary
              differences are expected to be recovered or settled. The effect on
              deferred tax assets and liabilities of a change in tax rates is
              recognized in income in the period that includes the enactment
              date.

              RISKS AND UNCERTAINTIES

              In preparing the consolidated financial statements, management is
              required to make estimates and assumptions that affect the
              reported amounts of assets and liabilities and disclosures of
              contingent assets and liabilities as of the date of the balance
              sheet and revenues and expenses for the period.
              Actual results could differ significantly from those estimates.

              The following elements of the consolidated financial statements
              are most affected by the use of estimates and assumptions:

                   -  Investment valuation
                   -  Amortization of deferred policy acquisition costs
                   -  Amortization of present value of future profits
                   -  Recoverability of goodwill

              The fair value of the Company's investments is subject to the risk
              that interest rates will change and cause a temporary increase or
              decrease in the liquidation value of debt securities. To the
              extent that fluctuations in interest rates cause the cash flows of
              assets and liabilities to change, the Company might have to
              liquidate assets prior to their maturity and recognize a gain or
              loss. Interest rate exposure for the investment portfolio is
              managed through asset/liability management techniques which
              attempt to control the risks presented by differences in the
              probable cash flows and reinvestment of assets with the timing of
              crediting rate changes in the Company's policies and contracts.
              Changes in the estimated prepayments of mortgage-backed securities
              also may cause retrospective changes in the amortization period of
              securities and the related recognition of income.

              The amortization of deferred policy acquisition costs is based on
              estimates of long-term future gross profits from existing
              policies. These gross profits are dependent upon policy retention
              and lapses, the spread between investment earnings and crediting
              rates, and the level of maintenance expenses. Changes in
              circumstances or estimates may cause retrospective adjustment to
              the periodic amortization expense and the carrying value of the
              deferred expense.

              In a similar manner, the amortization of PVFP is based on
              estimates of long-term future profits from existing policies when
              the Company was purchased by GALIC and policies recaptured from
              OakRe. These gross profits are dependent upon policy retention and
              lapses, the spread between investment earnings and crediting
              rates, and the level of maintenance expenses. Changes in
              circumstances or estimates may cause retrospective adjustment to
              the periodic amortization expense and the carrying value of the
              asset.

              The Company has considered the recoverability of goodwill and has
              concluded that no circumstances have occurred which would give
              rise to impairment of goodwill at December 31, 1998.

              FAIR VALUE OF FINANCIAL INSTRUMENTS

              SFAS No. 107, Disclosures About Fair Value of Financial
              Instruments, applies fair value disclosure practices with regard
              to financial instruments, both assets and liabilities, for which
              it is practical to estimate fair value. In cases where quoted
              market prices are not readily available, fair values are based on
              estimates that use present value or other valuation techniques.

              These techniques are significantly affected by the assumptions
              used, including the discount rate and estimates of future cash
              flows. Although fair value estimates are calculated using
              assumptions that management believes are appropriate, changes in
              assumptions could cause these estimates to vary materially. In
              that regard, the derived fair value estimates cannot be
              substantiated by comparison to independent markets and, in many
              cases, might not be realized in the immediate settlement of the
              instruments. SFAS No. 107 excludes certain financial instruments
              and all nonfinancial instruments from its disclosure requirements.
              Because of this, and further because the value of a business is
              also based upon its anticipated earning power, the aggregate fair
              value amounts represented do not present the underlying value of
              the Company.

              The following methods and assumptions were used by the Company in
              estimating its fair value disclosures for financial instruments:

                  Cash and Cash Equivalents, Short-term Investments,
                      and Accrued Investment Income

                  The carrying value amounts reported in the consolidated
                  balance sheets for these instruments approximate their fair
                  values. Short-term debt securities are considered
                  available-for-sale.

                  Investment Securities and Mortgage Loans
                     (Including Mortgage-backed Securities)

                  Fair values of debt securities are based on quoted market
                  prices, where available. For debt securities not actively
                  traded, fair value estimates are obtained from independent
                  pricing services. In some cases, such as private placements,
                  certain mortgage-backed securities, and mortgage loans, fair
                  values are estimated by discounting expected future cash flows
                  using a current market rate applicable to the yield, credit
                  quality, and maturity of the investments (see note 3 for fair
                  value disclosures).

                  Policy Loans

                  Fair values of policy loans approximate carrying value as the
                  interest rates on the majority of policy loans are reset
                  periodically and, therefore, approximate current interest
                  rates.

                  Interest Rate Swaps and Financial Futures Contracts

                  The fair value of interest rate swaps and financial futures
                  contracts are the amounts the Company would receive or pay to
                  terminate the contracts at the reporting date, thereby taking
                  into account the current unrealized gains or losses of open
                  contracts. Amounts are based on quoted market prices or
                  pricing models or formulas using current assumptions (see note
                  5 for fair value disclosures).

                  Investment Contracts

                  The Company's policy contracts require the beneficiaries to
                  commence receipt of payments by the later of age 85 or 10
                  years after purchase, and substantially all permit earlier
                  surrenders, generally subject to fees and adjustments. Fair
                  values for the Company's liabilities for investment type
                  contracts (policyholder deposits) are estimated as the amount
                  payable on demand. As of December 31, 1998 and 1997, the cash
                  surrender value of policyholder deposits was approximately
                  $103.2 million and $151.5 million less than their stated
                  carrying value. Of the contracts permitting surrender,
                  substantially all provide the option to surrender without fee
                  or adjustment during the 30 days following reset of guaranteed
                  crediting rates. The Company has not determined a practical
                  method to determine the present value of this option.

                  All of the Company's deposit obligations are fully guaranteed
                  by the acquirer, GALIC, and the receivable from OakRe equal to
                  the SPDA obligations is guaranteed by OakRe's parent, XFSI.

              REINSURANCE

              Effective in December 1998, the Company entered into a financing
              reinsurance agreement with GALIC. The reinsurance agreement
              provides that the Company will reinsurance a block of annuity
              business issued by GALIC on a 36% coinsurance basis. The Company
              recognized income and a corresponding receivable for $1.6 million
              related to the reinsurance agreement.

              The financing reinsurance agreement entered into with OakRe as a
              condition to the purchase of the Company does not meet the
              conditions for reinsurance accounting under generally accepted
              accounting principles (GAAP). The net assets initially transferred
              to OakRe were established as a receivable and are subsequently
              increased as interest is accrued on the underlying liabilities and
              decreased as funds are transferred back to the Company when
              policies reach their crediting rate reset date or benefits are
              claimed.

              During 1997, the Company entered into a financing reinsurance
              agreement with RGA Reinsurance Company (RGA), an affiliate,
              related to certain of the Company's single premium deferred
              annuity products. The agreement contains recapture provisions, at
              the option of the Company, beginning in 1999 at a rate of 20% per
              year. Deposits recorded under the contract were approximately $219
              million and $120 million and are reflected as policyholder
              deposits in the consolidated balance sheets at December 31, 1998
              and 1997, respectively.

              RECENTLY ADOPTED ACCOUNTING STANDARDS

              On January 1, 1998, SFAS No. 125, Accounting for Transfers and
              Servicing of Financial Assets and Extinguishments of Liabilities,
              became fully effective. Previously, the Financial Accounting
              Standards Board (the FASB) had deferred until that date certain
              provisions of SFAS No. 125 pertaining to repurchase agreements,
              securities lending, and similar financing transactions. As a
              result of adopting the deferred provisions of SFAS No. 125, the
              Company has recognized on its December 31, 1998 consolidated
              balance sheet cash of approximately $25,923,000 related to
              collateral controlled on securities lending transactions and a
              corresponding obligation to return such collateral at the
              termination of such transactions. Restatement of prior period
              financial statements is not permitted.

              In June 1997, the Financial Accounting Standards Board issued SFAS
              No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes
              standards for the reporting and display of comprehensive income
              and its components in the financial statements. SFAS No. 130 is
              effective for the fiscal year beginning after December 15, 1997.
              Reclassification of financial statements for earlier periods
              provided is required for comparative purposes. The Company has
              elected to adopt SFAS No. 130 in 1998. The adoption of SFAS No.
              130 has no impact on the Company's consolidated net income or
              shareholder's equity. The Company's only component of accumulated
              other comprehensive income relates to unrealized appreciation and
              depreciation on debt and equity securities.

              RECENTLY ISSUED ACCOUNTING STANDARD

              SFAS No. 133, Accounting for Derivative Instruments and Hedging
              Activities, was issued in June 1998. SFAS No. 133 requires all
              derivative instruments to be recorded on the balance sheet at
              estimated fair value. The Company's present accounting policies
              would apply such accounting treatment only to marketable
              securities as defined under SFAS No. 115, Accounting for Certain
              Investments in Debt and Equity Securities, and to off-balance
              sheet derivative instruments. SFAS No. 133 will broaden the
              definition of derivative instruments to include all classes of
              financial assets and liabilities. It also will require separate
              disclosure of identifiable derivative instruments embedded in
              hybrid securities. Change in the fair value of derivative
              instruments is to be recorded each period either in current
              earnings or other comprehensive income, depending on whether a
              derivative is designed as part of a hedge transaction and, if it
              is, on the type of hedge transaction.

              SFAS No. 133 is effective for the Company beginning January 1,
              2000. The Company's management is currently evaluating the impact
              of SFAS No. 133; at present, the management does not believe it
              will have a material effect on the Company's consolidated
              financial position or results of operations.

              OTHER

              Certain 1997 and 1996 amounts have been reclassified to conform to
              the 1998 presentation.

<TABLE>
<CAPTION>
  (3)  INVESTMENTS

       The Company's investments in debt and equity securities are considered
       available-for-sale and carried at estimated fair value, with the
       aggregate unrealized appreciation or depreciation being recorded as a
       separate component of shareholder's equity. The amortized cost, estimated
       fair value, and carrying value of investments at December 31, 1998 and
       1997, are as follows:

                                                                       1998
                                   -----------------------------------------------------------------------------
                                                       GROSS          GROSS         ESTIMATED
                                     AMORTIZED      UNREALIZED      UNREALIZED         FAIR         CARRYING
                                       COST            GAINS          LOSSES          VALUE           VALUE
                                   --------------  -------------- --------------- --------------- --------------
                                                                  (IN THOUSANDS)
<S>                              <C>                    <C>           <C>            <C>             <C>
Debt securities:
    U.S. Government
       treasuries                $       28,288            249            (84)          28,453          28,453
    Collateralized mortgage
    obligations                         303,577          3,067         (1,571)         305,073         305,073
    Corporate, state,
    municipalities, and
    political subdivisions            1,043,333         19,736        (25,082)       1,037,987       1,037,987
                                   --------------  -------------- --------------- --------------- --------------

        Total debt securities         1,375,198         23,052        (26,737)       1,371,513       1,371,513

Equity securities                         9,037             --             --            9,037           9,037
Mortgage loans (net)                    312,865         17,500             --          330,365         312,865
Policy loans                             26,295             --             --           26,295          26,295
                                   --------------  -------------- --------------- --------------- --------------

        Total investments        $    1,723,395         40,552        (26,737)       1,737,210       1,719,710
                                   ==============  ============== =============== =============== ==============

Company's beneficial interest
    in separate accounts
                                 $            2             --             --                2               2
                                   ==============  ============== =============== =============== ==============
</TABLE>


<TABLE>
<CAPTION>
                                                                       1997
                                   -----------------------------------------------------------------------------
                                                       GROSS          GROSS         ESTIMATED
                                     AMORTIZED      UNREALIZED      UNREALIZED         FAIR         CARRYING
                                       COST            GAINS          LOSSES          VALUE           VALUE
                                   --------------  -------------- --------------- --------------- --------------
                                                                  (IN THOUSANDS)
<S>                              <C>                    <C>            <C>           <C>             <C>
Debt securities:
    U.S. Government
    treasuries                   $        8,067            121             --            8,188           8,188
    Collateralized mortgage
    obligations                         370,802          4,504           (524)         374,782         374,782
    Corporate, state,
    municipalities, and
    political subdivisions              890,493         14,867         (8,083)         897,277         897,277
                                   --------------  -------------- --------------- --------------- --------------

        Total debt securities         1,269,362         19,492         (8,607)       1,280,247       1,280,247

Mortgage loans (net)                    348,206         24,346             --          372,552         348,206
Policy loans                             24,228             --             --           24,228          24,228
                                   --------------  -------------- --------------- --------------- --------------

        Total investments        $    1,641,796         43,838         (8,607)       1,677,027       1,652,681
                                   ==============  ============== =============== =============== ==============

Company's beneficial interest
    in separate accounts
                                 $          300              9             --              309             309
                                   ==============  ============== =============== =============== ==============
</TABLE>

<TABLE>
<CAPTION>
The amortized cost and estimated fair value of debt securities at December 31,
1998, by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties. Maturities of
mortgage-backed securities will be substantially shorter than their contractual
maturity because they require monthly principal installments and mortgagees may
prepay principal.

                                                             1998
                                                  ------------------------------
                                                                   ESTIMATED
                                                   AMORTIZED         FAIR
                                                      COST          VALUE
                                                  --------------  --------------
                                                        (IN THOUSANDS)
<S>                                             <C>                  <C>
Less than one year                              $       55,653          54,942
Due after one year through five years                  504,712         498,469
Due after five years through ten years                 390,086         392,828
Due after ten years                                    121,170         120,201
Mortgage-backed securities                             303,577         305,073
                                                  --------------  --------------

              Total                             $    1,375,198       1,371,513
                                                  ==============  ==============
</TABLE>

        At December 31, 1998, approximately 89.8% of the Company's debt
        securities are investment grade or are nonrated but considered to be of
        investment grade. Of the 10.2% noninvestment grade debt securities, 7.4%
        are rated as BB, 2.4% are rated as B, and 0.4% are rated C and treated
        as impaired.

        The Company participates in a securities lending program whereby certain
        securities are loaned to third parties, primarily major brokerage firms.
        The agreement with a custodian bank facilitating such lending requires a
        minimum of 102% of the initial market value of the domestic loaned
        securities to be maintained in a collateral pool. To further minimize
        the credit risk related to this lending program, the Company monitors
        the financial condition of the counterparties to these agreements.
        Securities loaned at December 31, 1998 had market values totaling
        $25,247,750. Cash of $25,923,295 was held as collateral to secure this
        agreement.
        Income on the Company's security lending program in 1998 was immaterial.

        The Company had two impaired debt securities, of which one became
        nonincome producing on December 31, 1998. All debt securities were
        income producing at December 31, 1997.

<TABLE>
<CAPTION>
The components of investment income, realized capital gains (losses), and
unrealized appreciation (depreciation) are as follows:
                                                                            1998          1997          1996
                                                                         ------------  ------------ -------------
                                                                                     (IN THOUSANDS)
<S>                                                                    <C>               <C>           <C>
Income on debt securities                                              $    94,876        84,203       53,632
Income on short-term investments                                             2,720         2,265        2,156
Income on interest rate swaps                                                   71            43           --
Income on policy loans                                                       1,980         1,852        1,454
Interest on mortgage loans                                                  28,650        24,890       13,633
Income on separate account investments                                          13         2,637          772
Loss on derivatives                                                             --        (2,035)      (1,640)
Miscellaneous interest                                                       1,644          (258)       1,773
                                                                         ------------  ------------ -------------

              Total investment income                                      129,954       113,597       71,780

Investment expenses                                                         (2,142)       (1,936)      (1,151)
                                                                         ------------  ------------ -------------

              Net investment income                                    $   127,812       111,661       70,629

Net realized capital gains (losses) are as follows:
    Debt securities                                                    $    (1,600)          537          469
    Mortgage loans                                                              --            27            4
    Short-term investments                                                      --            (1)          (1)
                                                                         ------------  ------------ -------------

              Net realized gains (losses) on investments               $    (1,600)          563          472
                                                                         ============  ============ =============
</TABLE>


<TABLE>
<CAPTION>
                                                                            1998          1997          1996
                                                                         ------------  ------------ -------------
                                                                                     (IN THOUSANDS)
<S>                                                                    <C>                <C>          <C>
Unrealized appreciation (depreciation) are as follows:
    Debt securities                                                    $   (3,685)        10,885       (3,192)
    Effects on deferred acquisition costs
       amortization                                                         3,215         (3,781)       1,561
    Effects on PVFP amortization                                             (473)        (2,901)         425
                                                                         ------------  ------------ -------------

         Unrealized appreciation (depreciation)
           before income tax                                                 (943)         4,203       (1,206)

    Unrealized income tax benefit (expense)                                   329         (1,471)         422
                                                                         ------------  ------------ -------------

         Net unrealized appreciation (depreciation)
           on investments                                              $     (614)         2,732         (784)
                                                                         ============  ============ =============
</TABLE>

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1998 were $486,264,174. Gross gains of $5,102,040 and
        gross losses of $6,601,099 were realized on those sales. Included in
        these amounts were $1,002,539 of gross gains and $6,011,305 of gross
        losses realized on the sale of noninvestment grade securities. Net
        realized losses include a 1998 impairment adjustment totaling
        approximately $100,000 related to two debt securities held by the
        Company.

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1997 were $358,658,091. Gross gains of $1,765,242 and
        gross losses of $254,493 were realized on those sales. Included in these
        amounts were $681,159 of gross gains and $122,480 of gross losses
        realized on the sale of noninvestment grade securities. Net realized
        gains include a 1997 impairment adjustment totaling approximately
        $974,000 related to one debt security held by the Company.

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1996 were $223,430,495. Gross gains of $1,158,518 and
        gross losses of $687,126 were realized on those sales. Included in these
        amounts were $28,969 of gross gains realized on the sale of
        noninvestment grade securities.

        Securities  with a  carrying  value of  approximately  $6,400,000  at
        December 31,  1998 were  deposited  with government authorities as
        required by law.

  (4)   SECURITIES GREATER THAN 10% OF SHAREHOLDER'S EQUITY

        The Company does not have any individual security that exceeds 10% of
        shareholder's equity at December 31, 1998 and 1997.

  (5)   FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

        A derivative financial instrument, in very general terms, refers to a
        security whose value is derived from the value of an underlying asset,
        reference rate, or index.

        The Company has a variety of reasons to use derivative instruments, such
        as to attempt to protect the Company against possible changes in the
        market value of its portfolio and to manage the portfolio's effective
        yield, maturity, and duration. All of the Company's holdings are marked
        to fair value monthly with the change in value reflected in unrealized
        appreciation/depreciation. Upon disposition, a realized gain or loss is
        recognized accordingly, except when the disposition closes a hedge. In
        this instance, the recognition of gain or loss is postponed until the
        disposal of the security underlying the option or futures contract.

        Summarized below are the specific types of derivative instruments used
        by the Company.

              INTEREST RATE SWAPS

              At December 31, 1998, the Company had two outstanding interest
              rate swap agreements which expire at 2002 and 2003. Under the
              agreements, the Company receives a fixed rate of 6.63% and 6.70%
              on a notional amount of $7 and $8 million, respectively, and pays
              a floating rate based on London Interbank Offered Rate (LIBOR).
              The estimated fair value of the agreements at December 31, 1998
              was a net unrealized gain of approximately $0.6 million which is
              recognized in the accompanying consolidated balance sheet.

              At December 31, 1997, the Company has one outstanding interest
              rate swap agreement which expires in 2002. Under the agreement,
              the Company receives a fixed rate of 6.63% on $7.0 million and
              pays a floating rate based on LIBOR. At December 31, 1997, the
              estimated fair value of the agreement was immaterial.

              Under interest rate swaps, the Company agrees with counterparties
              to exchange, at specific intervals, the payments between floating
              and fixed-rate interest amounts calculated by reference to
              notional amounts. Net interest payments are recognized within net
              investment income in the consolidated statement of income.

              FUTURES

              In order to limit exposure to market fluctuations related to
              temporary seed money invested within the separate account, the
              Company entered into financial futures contracts during 1997 and
              1996. No financial futures contracts were held during 1998. The
              Company recorded $-0-, $2,035,309, and $1,639,717 of losses from
              terminated contracts as a component of net investment income
              during 1998, 1997 and 1996, respectively. The Company also
              recorded gains of $-0-, $2,636,999, and $2,007,720 as a component
              of net investment income from market appreciation on the
              underlying hedged securities within the separate account during
              1998, 1997, and 1996, respectively.

              A futures contract is an agreement involving the delivery of a
              particular asset on a specified future date at an agreed upon
              price. The Company utilized futures on the S&P 500 index in 1997.
              Upon entering into futures contracts, the Company maintains, in a
              segregated account with its custodian, securities with a value
              equal to an agreed upon portion of the notional obligation under
              the futures contracts. During the period the futures contract is
              open, payments are received from or made to the broker daily based
              upon changes in the value of the contract with the related income
              or loss reflected in the consolidated statement of income as a
              contra to changes in fair value of the hedged securities.

              The Company is exposed to credit related risk in the event of
              nonperformance by counterparties to financial instruments but does
              not expect any counterparties to fail to meet their obligations.
              It is the Company's policy to deal only with highly rated
              companies.

<TABLE>
<CAPTION>
  (6)   COMPREHENSIVE INCOME

The components of comprehensive income are as follows:

                                                                            1998          1997          1996
                                                                         ------------  ------------ -------------
                                                                                     (IN THOUSANDS)
<S>                                                                    <C>                <C>          <C>
Net income                                                             $    13,894         8,978        3,601
                                                                         ------------  ------------ -------------
Other comprehensive income (loss), before tax -
    unrealized appreciation (depreciation) of debt and
       equity securities arising during period:
          Unrealized holding appreciation (depreciation)
              of debt and equity securities                                (12,971)       13,514      (14,387)
          Adjustment to deferred acquisition costs
              attributable to unrealized
              (appreciation) depreciation                                    6,228        (5,128)       1,614
          Adjustment to PVFP attributable to unrealized
              (appreciation) depreciation                                    2,161        (3,193)       7,130
                                                                         ------------  ------------ -------------

               Total unrealized appreciation (depreciation)
                  arising during period                                     (4,582)        5,193       (5,643)

    Less reclassification adjustments for realized (gains) losses
       included in net income:
          Adjustment for (gains) losses included in
              net realized gains (losses) on sales
              of investments                                                 1,600          (563)        (472)
          Adjustment for (gains) losses included in
              amortization of PVFP                                            (768)          214           53
          Adjustment for (gains) losses included in
              amortization of deferred acquisition costs                      (267)          133          234
                                                                         ------------  ------------ -------------

               Total reclassification adjustments for (gains)
                  losses included in net income                                565          (216)        (185)
                                                                         ------------  ------------ -------------

               Other comprehensive income (loss) before related
                  income tax expense (benefit)                              (5,147)        5,409       (5,458)

Related income tax expense (benefit)                                        (1,801)        1,893       (1,910)
                                                                         ------------  ------------ -------------

               Other comprehensive income (loss), net of tax                (3,346)        3,516       (3,548)
                                                                         ------------  ------------ -------------

               Comprehensive income                                    $    10,548        12,494           53
                                                                         ============  ============ =============
</TABLE>

  (7)   POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

        The Company has no direct employees and no retired employees. All
        personnel used to support the operations of the Company are supplied by
        contract by Cova Life Management Company (CLMC), a wholly owned
        subsidiary of Cova Corporation. The Company is allocated a portion of
        certain health care and life insurance benefits for future retired
        employees of CLMC. In 1998, 1997, and 1996, the Company was allocated a
        portion of benefit costs including severance pay, accumulated vacations,
        and disability benefits. At December 31, 1998, CLMC had no retired
        employees nor any employees fully eligible for retirement and had no
        disbursements for such benefit commitments. The expense arising from
        these obligations is not material.

  (8)   INCOME TAXES

        The Company will file a consolidated federal income tax return with its
        wholly owned subsidiaries, CFLIC and FCLIC. Amounts payable or
        recoverable related to periods before June 1, 1995 are subject to an
        indemnification agreement with XFSI, which has the effect that the
        Company is not at risk for any income taxes nor entitled to recoveries
        related to those periods, except for approximately $0.2 million of state
        income tax recoveries.

<TABLE>
<CAPTION>
Income taxes are recorded in the consolidated statement of income and directly
in certain shareholder's equity accounts. Income tax expense for the years ended
December 31 is allocated as follows:

                                                              1998          1997          1996
                                                           ------------  ------------ -------------
                                                                       (IN THOUSANDS)
<S>                                                      <C>               <C>           <C>
Statements of income:
    Operating income (excluding realized
       investment gains and losses)                      $    3,906        5,464         2,493
    Realized investment gains (losses)                         (533)         197           162
                                                           ------------  ------------ -------------

         Income tax expense (benefit)
           included in the consolidated
           statements of income                               3,373        5,661         2,655

Shareholder's equity -
    change in deferred federal income
       taxes related to unrealized
       appreciation (depreciation)
       on securities                                         (1,801)       1,893        (1,910)
                                                           ------------  ------------ -------------

         Total income tax expense                        $    1,572        7,554           745
                                                           ============  ============ =============
</TABLE>


<TABLE>
<CAPTION>
The actual federal income tax expense differed from the expected tax expense
computed by applying the U.S. federal statutory rate to income before taxes on
income as follows:
                                                          1998                 1997                1996
                                                   ------------------   ------------------- --------------------
                                                                          (IN THOUSANDS)
<S>                                             <C>            <C>   <C>         <C>      <C>           <C>
Computed expected tax expense                   $    6,043     35.0% $    5,124  35.0%    $   2,190     35.0%
State income taxes, net                                 (8)      --         (33) (0.2)           77      1.2
Amortization of intangible assets                      396      2.3         396   2.7           320      5.1
Dividend received deduction - separate
    account                                         (3,183)   (18.5)         --    --            --      --
Other                                                  125      0.7         174   1.2            68      1.1
                                                   --------- --------   -------- ---------- --------- ----------

             Total                              $    3,373     19.5% $    5,661  38.7%    $   2,655     42.4%
                                                   ========= ========   ======== ========== ========= ==========
</TABLE>

<TABLE>
<CAPTION>
The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 1998 and
1997 follows:
                                                                            1998         1997
                                                                         -----------  ------------
                                                                              (IN THOUSANDS)
<S>                                                                    <C>               <C>
Deferred tax assets:
    Policy reserves                                                    $    31,003       25,312
    Liability for commissions on recapture                                   2,896        4,715
    Tax basis of intangible assets purchased                                 5,351        5,791
    DAC "Proxy Tax"                                                         20,619       14,594
    Other deferred tax assets                                                2,690           31
                                                                         -----------  ------------

              Total deferred tax assets                                     62,559       50,443
                                                                         -----------  ------------

Deferred tax liabilities:
    PVFP                                                                    11,013        9,734
    Unrealized (depreciation) appreciation on investments                     (330)       1,472
    Deferred policy acquisition costs                                       46,190       29,514
    Other deferred tax liabilities                                             900        1,790
                                                                         -----------  ------------

              Total deferred tax liabilities                                57,773       42,510
                                                                         -----------  ------------

              Net deferred tax assets                                  $     4,786        7,933
                                                                         ===========  ============
</TABLE>

        A valuation allowance is provided when it is more likely than not that
        some portion of the deferred tax assets will not be realized. Management
        believes the deferred tax assets will be fully realized in the future
        based upon expectation of the reversal of existing temporary
        differences, anticipated future earnings, and consideration of all other
        available evidence. Accordingly, no valuation allowance is established.

  (9)   RELATED-PARTY TRANSACTIONS

        On December 31, 1997, CLMC and Navisys Incorporated, affiliated
        companies, purchased certain assets of Johnson & Higgins/Kirke Van
        Orsdel, Inc. (J&H/KVI), an unaffiliated Delaware corporation, for
        $2,500,000. The purchased assets are the administrative and service
        systems that provide the marketing, underwriting, claims, and
        administrative functions for the Company's life and annuity products. On
        January 1, 1998, the purchased assets of J&H/KVI were merged into Cova
        Life Administrative Service Company (CLASC). Navisys Incorporated
        purchased 51% of CLASC, the remaining 49% was purchased by CLMC.

        The Company has entered into management, operations, and servicing
        agreements with its affiliated companies. The affiliated companies are
        CLMC, a Delaware corporation, which provides management services and the
        employees necessary to conduct the activities of the Company; and
        Conning Asset Management, which provides investment advice.
        Additionally, a portion of overhead and other corporate expenses are
        allocated by the Company's ultimate parent, GALIC. CLASC provides
        various services for the Company including underwriting, claims, and
        administrative functions. Expenses and fees paid to affiliated companies
        in 1998, 1997, and 1996 for the Company were $20,923,330, $9,400,517,
        and $6,618,303, respectively.

        In 1998 and 1997, the Company received approximately $3.2 million and
        $1.1 million, respectively, in advisory fees from GALIC related to
        advisory services on GALIC's individual annuity products.

        On December 31, 1996, Cova Corporation transferred its ownership of
        CFLIC to the Company. The transfer of ownership was recorded as
        additional paid-in capital and increased shareholder's equity on the
        Company's December 31, 1996 balance sheet by approximately $16.9
        million. This change in direct ownership had no effect on the operations
        of either the Company or CFLIC as both entities had existed under common
        management and control prior to the December 31, 1996 transfer. Although
        CFLIC's balance sheet is fully consolidated with the Company's December
        31, 1996 balance sheet, CFLIC's 1996 income and cash flows statements
        have not been consolidated with the Company's 1996 income or cash flows
        statements. However, CFLIC's December 31, 1996 cash balance of $6.7
        million is included in the Company's consolidated cash flows statement.

(10)    STATUTORY SURPLUS AND DIVIDEND RESTRICTION

        GAAP differs in certain respects from the accounting practices
        prescribed or permitted by insurance regulatory authorities (statutory
        accounting principles).

        The major differences arise principally from the immediate expense
        recognition of policy acquisition costs and intangible assets for
        statutory reporting, determination of policy reserves based on different
        discount rates and methods, the recognition of deferred tax under GAAP
        reporting, the nonrecognition of financial reinsurance for GAAP
        reporting, the establishment of an asset valuation reserve as a
        contingent liability based on the credit quality of the Company's
        investment securities, and an interest maintenance reserve as an
        unearned liability to defer the realized gains and losses of fixed
        income investments presumably resulting from changes to interest rates
        and amortize them into income over the remaining life of the investment
        sold. In addition, adjustments to record the carrying values of debt
        securities and certain equity securities at fair value are applied only
        under GAAP reporting, and capital contributions in the form of notes
        receivable from an affiliated company are not recognized under GAAP
        reporting.

        Purchase accounting creates another difference as it requires the
        restatement of GAAP assets and liabilities to their estimated fair
        values and shareholder's equity to the net purchase price. Statutory
        accounting does not recognize the purchase method of accounting.

<TABLE>
<CAPTION>
        As of December 31, the differences between statutory capital and surplus
        and shareholder's equity determined in conformity with GAAP are as
        follows:

                                                                 1998          1997
                                                              -------------  -------------
                                                                    (IN THOUSANDS)
<S>                                                        <C>                  <C>
Statutory capital and surplus                              $      104,740        90,439
Reconciling items:
    GAAP investment valuation reserves                               (510)         (237)
    Statutory asset valuation reserve                              19,206        18,301
    Statutory interest maintenance reserve                          5,983         3,080
    GAAP investment adjustments to fair value                      (3,685)       10,885
    GAAP deferred policy acquisition costs                        131,973        84,326
    GAAP basis policy reserves                                    (52,305)      (39,921)
    GAAP deferred federal income taxes (net)                        4,786         7,933
    GAAP guarantee assessment adjustment                           (9,700)       (9,700)
    GAAP goodwill                                                  18,373        19,457
    GAAP present value of future profits                           42,230        41,486
    GAAP future purchase price payable                             (6,976)      (12,173)
    Other                                                          (2,029)       (1,338)
                                                              -------------  -------------

          GAAP shareholder's equity                        $      252,086       212,538
                                                              =============  =============
</TABLE>


                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
                 (a wholly owned subsidiary of Cova Corporation)

                   Notes to Consolidated Financial Statements

                        December 31, 1998, 1997, and 1996




        Statutory  net losses for  CFSLIC  for the years  ended
        December 31,  1998,  1997,  and 1996 were  $2,830,105,
        $9,816,357, and $13,575,788, respectively.

        The maximum amount of dividends which can be paid by State of Missouri
        insurance companies to shareholders without prior approval of the
        insurance commissioner is the greater of 10% of statutory earned surplus
        or statutory net gain from operations for the preceding year. Due to the
        1998 statutory net loss and the Company's negative earned surplus at
        December 31, 1998, no dividends are permissible in 1999 without prior
        approval of the insurance commissioner.

        The National Association of Insurance Commissioners has developed
        certain risk based capital (RBC) requirements for life insurers. If
        prescribed levels of RBC are not maintained, certain actions may be
        required on the part of the Company or its regulators. At December 31,
        1998, the Company's total adjusted capital and authorized control level
        RBC were $123,947,126 and $27,386,910, respectively. This level of
        adjusted capital qualifies under all tests.

(11)    GUARANTY FUND ASSESSMENTS

        The Company participates with life insurance companies licensed
        throughout the United States in associations formed to guarantee
        benefits to policyholders of insolvent life insurance companies. Under
        state laws, as a condition for maintaining the Company's authority to
        issue new business, the Company is contingently liable for its share of
        claims covered by the guaranty associations for insolvencies incurred
        through 1998, but for which assessments have not yet been determined nor
        assessed, to a maximum in each state generally of 2% of statutory
        premiums per annum in the given state. Most states then permit recovery
        of assets as a credit against premium of other state taxes over, most
        commonly, five years.

        In November 1998, the National Organization of Life and Health Guaranty
        Associations distributed a study of the major outstanding industry
        insolvencies, with estimates of future assessments by state. Based on
        this study, the Company has accrued a liability for approximately
        $9,700,000 in future assessments on insolvencies that occurred before
        December 31, 1998. Under the coinsurance agreement between the Company
        and OakRe (see note 1), OakRe is required to reimburse the Company for
        any future assessments that it pays which relate to insolvencies
        occurring prior to June 1, 1995. As such, the Company has recorded a
        receivable from OakRe for approximately $9,700,000. The Company paid
        approximately $1,500,000, $3,000,000, and $2,000,000 in guaranty fund
        assessments in 1998, 1997, and 1996, respectively. These payments were
        substantially reimbursed by OakRe. At the same time, the Company is
        liable to OakRe for 80% of any future premium tax recoveries that are
        realized from any such assessments and may retain the remaining 20%. The
        credits retained for 1998 were not material.

(12)    SUBSEQUENT EVENT

        On January 31, 1999, the Company modified its financing reinsurance
        agreement with RGA related to the Company's certain single premium
        deferred annuity products. Under the modified financing reinsurance
        agreement, the Company will no longer reinsure any new single premium
        deferred annuity product policies with RGA.




Appendix - ILLUSTRATION OF POLICY VALUES

                                     VERSION A


In  order  to show  you how the  Policy  works,  we  created  some  hypothetical
examples.  In the  first  example,  we chose a  husband  and wife age 55. In the
second example,  we chose a husband and wife age 65. Our  hypothetical  insureds
are  non-smokers  and in good health which means the Policy would be issued with
preferred  rates.  For each of the two  examples,  we've  illustrated  all three
available  Death  Benefit  Options;  Option A, Option B and Option C. We assumed
ongoing annual  premiums paid of $3,500 for the  55-year-old  example and $7,000
for the 65-year-old example.

All of the illustrations that follow are based on the above. We also assumed the
underlying  investment  portfolio  had gross rates of return of 0%, 6% and 12 %.
This means that the underlying  investment  portfolio  would earn these rates of
return before the deduction of the Mortality and Expense Risk Charge (equivalent
to .55% for Policy Years 1-10, .45% for Policy Years 11-20 and .35%  thereafter)
and advisory fee and operating  expenses  (equal to  approximately  .92%).  When
these costs are taken into account,  the net annual investment return rates (net
of an average of 1.47% for these  charges) are  approximately  -1.47,  4.53% and
10.53%.

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

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

(1)  A  Federal  Tax  Charge of 1.3% and a  Premium  Tax  Charge of 2.1% of each
     premium paid;

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

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

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

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

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

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

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


                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration

                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $3,500 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 0%



<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             3,675       2,189        1,233     250,000       2,189        1,233     250,000
      2             7,534       4,775        3,818     250,000       4,755        3,799     250,000
      3            11,585       7,321        6,365     250,000       7,251        6,294     250,000
      4            15,840       9,828        8,872     250,000       9,671        8,715     250,000
      5            20,307      12,296       11,339     250,000      12,010       11,054     250,000
      6            24,997      14,722       13,872     250,000      14,260       13,410     250,000
      7            29,922      17,108       16,470     250,000      16,411       15,774     250,000
      8            35,093      19,450       19,025     250,000      18,451       18,026     250,000
      9            40,523      21,748       21,535     250,000      20,359       20,146     250,000
     10            46,224      23,998       23,998     250,000      22,115       22,115     250,000
     15            79,301      37,236       37,236     250,000      30,593       30,593     250,000
     20           121,517      47,671       47,671     250,000      29,694       29,694     250,000
     25           175,397      52,721       52,721     250,000       5,992        5,992     250,000
     30           244,163      44,487       44,487     250,000           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration



                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $3,500 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 6%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             3,675       2,344        1,388     250,000       2,344        1,388     250,000
      2             7,534       5,243        4,286     250,000       5,222        4,266     250,000
      3            11,585       8,271        7,315     250,000       8,198        7,241     250,000
      4            15,840      11,436       10,479     250,000      11,268       10,312     250,000
      5            20,307      14,740       13,784     250,000      14,432       13,475     250,000
      6            24,997      18,190       17,340     250,000      17,683       16,833     250,000
      7            29,922      21,791       21,154     250,000      21,017       20,379     250,000
      8            35,093      25,547       25,122     250,000      24,421       23,996     250,000
      9            40,523      29,463       29,251     250,000      27,881       27,669     250,000
     10            46,224      33,544       33,544     250,000      31,378       31,378     250,000
     15            79,301      59,928       59,928     250,000      52,038       52,038     250,000
     20           121,517      91,269       91,269     250,000      69,823       69,823     250,000
     25           175,397     127,678      127,678     250,000      74,148       74,148     250,000
     30           244,163     167,928      167,928     250,000      36,853       36,853     250,000
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration


                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $3,500 Annual Premium Death Benefit Option A Face Amount of $250,000



           Assuming Hypothetical Gross Annual Investment Return of 12%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             3,675       2,499        1,543     250,000       2,499        1,543     250,000
      2             7,534       5,730        4,774     250,000       5,709        4,753     250,000
      3            11,585       9,300        8,343     250,000       9,223        8,266     250,000
      4            15,840      13,243       12,287     250,000      13,066       12,110     250,000
      5            20,307      17,600       16,644     250,000      17,267       16,311     250,000
      6            24,997      22,411       21,561     250,000      21,855       21,005     250,000
      7            29,922      27,723       27,085     250,000      26,862       26,225     250,000
      8            35,093      33,587       33,162     250,000      32,319       31,894     250,000
      9            40,523      40,059       39,846     250,000      38,257       38,045     250,000
     10            46,224      47,201       47,201     250,000      44,709       44,709     250,000
     15            79,301      99,679       99,679     250,000      90,367       90,367     250,000
     20           121,517     185,653      185,653     250,000     161,387      161,387     250,000
     25           175,397     330,228      330,228     346,739     282,949      282,949     297,096
     30           244,163     569,033      569,033     597,484     484,617      484,617     508,848
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.








                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration



                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $3,500 Annual Premium Death Benefit Option B Face Amount of $250,000


           Assuming Hypothetical Gross Annual Investment Return of 0%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             3,675       2,189        1,233     252,189       2,189        1,233     252,189
      2             7,534       4,774        3,818     254,774       4,754        3,798     254,754
      3            11,585       7,320        6,364     257,320       7,248        6,291     257,248
      4            15,840       9,826        8,870     259,826       9,664        8,707     259,664
      5            20,307      12,292       11,336     262,292      11,995       11,038     261,995
      6            24,997      14,717       13,867     264,717      14,232       13,382     264,232
      7            29,922      17,100       16,462     267,100      16,363       15,726     266,363
      8            35,093      19,439       19,014     269,439      18,374       17,949     268,374
      9            40,523      21,731       21,519     271,731      20,241       20,028     270,241
     10            46,224      23,975       23,975     273,975      21,940       21,940     271,940
     15            79,301      37,102       37,102     287,102      29,684       29,684     279,684
     20           121,517      46,960       46,960     296,960      26,648       26,648     276,648
     25           175,397      50,000       50,000     300,000           0            0           0
     30           244,163      36,589       36,589     286,589           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration


                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $3,500 Annual Premium Death Benefit Option B Face Amount of $250,000



           Assuming Hypothetical Gross Annual Investment Return of 6%

<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             3,990       2,631        1,675     252,631       2,631        1,675     252,631
      2             8,180       5,830        4,873     255,830       5,809        4,853     255,809
      3            12,578       9,172        8,215     259,172       9,096        8,139     259,096
      4            17,197      12,663       11,706     262,663      12,489       11,533     262,489
      5            22,047      16,309       15,353     266,309      15,985       15,029     265,985
      6            27,140      20,115       19,265     270,115      19,578       18,728     269,578
      7            32,487      24,087       23,449     274,087      23,259       22,622     273,259
      8            38,101      28,229       27,804     278,229      27,014       26,589     277,014
      9            43,996      32,547       32,335     282,547      30,822       30,609     280,822
     10            50,186      37,045       37,045     287,045      34,656       34,656     284,656
     15            86,098      65,762       65,762     315,762      56,488       56,488     306,488
     20           131,933      99,058       99,058     349,058      72,167       72,167     322,167
     25           190,431     134,158      134,158     384,158      64,541       64,541     314,541
     30           265,091     159,825      159,825     409,825       1,474        1,474     251,474
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration


                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $3,500 Annual Premium Death Benefit Option B Face Amount of $250,000



       Assuming Hypothetical Gross Annual Investment Return of 12%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             3,675       2,499        1,543     252,499       2,499        1,543     252,499
      2             7,534       5,729        4,773     255,729       5,708        4,752     255,708
      3            11,585       9,298        8,342     259,298       9,219        8,262     259,219
      4            15,840      13,241       12,284     263,241      13,055       12,099     263,055
      5            20,307      17,595       16,639     267,595      17,244       16,287     267,244
      6            24,997      22,402       21,552     272,402      21,810       20,960     271,810
      7            29,922      27,709       27,071     277,709      26,779       26,141     276,779
      8            35,093      33,565       33,140     283,565      32,176       31,751     282,176
      9            40,523      40,025       39,813     290,025      38,021       37,808     288,021
     10            46,224      47,150       47,150     297,150      44,331       44,331     294,331
     15            79,301      99,276       99,276     349,276      87,468       87,468     337,468
     20           121,517     182,591      182,591     432,591     145,637      145,637     395,637
     25           175,397     313,802      313,802     563,802     211,449      211,449     461,449
     30           244,163     511,086      511,086     761,086     259,794      259,794     509,794
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.










                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration


                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $3,500 Annual Premium Death Benefit Option C Face Amount of $250,000


           Assuming Hypothetical Gross Annual Investment Return of 0%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             3,675       2,189        1,233     250,000       2,189        1,233     250,000
      2             7,534       4,775        3,818     250,000       4,755        3,799     250,000
      3            11,585       7,321        6,365     250,000       7,251        6,294     250,000
      4            15,840       9,828        8,872     250,000       9,671        8,715     250,000
      5            20,307      12,296       11,339     250,000      12,010       11,054     250,000
      6            24,997      14,722       13,872     250,000      14,260       13,410     250,000
      7            29,922      17,108       16,470     250,000      16,411       15,774     250,000
      8            35,093      19,450       19,025     250,000      18,451       18,026     250,000
      9            40,523      21,748       21,535     250,000      20,359       20,146     250,000
     10            46,224      23,998       23,998     250,000      22,115       22,115     250,000
     15            79,301      37,236       37,236     250,000      30,593       30,593     250,000
     20           121,517      47,671       47,671     250,000      29,694       29,694     250,000
     25           175,397      52,721       52,721     250,000       5,992        5,992     250,000
     30           244,163      44,487       44,487     250,000           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration


                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $3,500 Annual Premium Death Benefit Option C Face Amount of $250,000


           Assuming Hypothetical Gross Annual Investment Return of 6%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             3,675       2,344        1,388     250,000       2,344        1,388     250,000
      2             7,534       5,243        4,286     250,000       5,222        4,266     250,000
      3            11,585       8,271        7,315     250,000       8,198        7,241     250,000
      4            15,840      11,436       10,479     250,000      11,268       10,312     250,000
      5            20,307      14,740       13,784     250,000      14,432       13,475     250,000
      6            24,997      18,190       17,340     250,000      17,683       16,833     250,000
      7            29,922      21,791       21,154     250,000      21,017       20,379     250,000
      8            35,093      25,547       25,122     250,000      24,421       23,996     250,000
      9            40,523      29,463       29,251     250,000      27,881       27,669     250,000
     10            46,224      33,544       33,544     250,000      31,378       31,378     250,000
     15            79,301      59,928       59,928     250,000      52,038       52,038     250,000
     20           121,517      91,269       91,269     250,000      69,823       69,823     250,000
     25           175,397     127,678      127,678     250,000      74,148       74,148     250,000
     30           244,163     167,928      167,928     250,000      36,853       36,853     250,000
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration



                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $3,500 Annual Premium Death Benefit Option C Face Amount of $250,000



           Assuming Hypothetical Gross Annual Investment Return of 12%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             3,675       2,499        1,543     250,000       2,499        1,543     250,000
      2             7,534       5,730        4,774     250,000       5,709        4,753     250,000
      3            11,585       9,300        8,343     250,000       9,223        8,266     250,000
      4            15,840      13,243       12,287     250,000      13,066       12,110     250,000
      5            20,307      17,600       16,644     250,000      17,267       16,311     250,000
      6            24,997      22,411       21,561     250,000      21,855       21,005     250,000
      7            29,922      27,723       27,085     250,000      26,862       26,225     250,000
      8            35,093      33,587       33,162     250,000      32,319       31,894     250,000
      9            40,523      40,059       39,846     250,000      38,257       38,045     250,000
     10            46,224      47,201       47,201     250,000      44,709       44,709     250,000
     15            79,301      99,679       99,679     250,000      90,367       90,367     250,000
     20           121,517     185,510      185,510     293,205     161,376      161,376     255,062
     25           175,397     325,425      325,425     451,618     270,278      270,278     375,086
     30           244,163     546,768      546,768     686,324     424,929      424,929     533,388
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.










                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration



                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $7,000 Annual Premium Death Benefit Option A Face Amount of $250,000



           Assuming Hypothetical Gross Annual Investment Return of 0%



<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             7,350       4,527        2,277     250,000       4,476        2,226     250,000
      2            15,068       9,703        7,453     250,000       9,448        7,198     250,000
      3            23,171      14,798       12,548     250,000      14,156       11,906     250,000
      4            31,679      19,808       17,558     250,000      18,573       16,323     250,000
      5            40,613      24,731       22,481     250,000      22,667       20,417     250,000
      6            49,994      29,564       27,564     250,000      26,396       24,396     250,000
      7            59,844      34,299       32,799     250,000      29,695       28,195     250,000
      8            70,186      38,932       37,932     250,000      32,514       31,514     250,000
      9            81,045      43,452       42,952     250,000      34,746       34,246     250,000
     10            92,448      47,848       47,848     250,000      36,278       36,278     250,000
     15           158,602      73,378       73,378     250,000      35,208       35,208     250,000
     20           243,035      87,090       87,090     250,000           0            0           0
     25           350,794      78,915       78,915     250,000           0            0           0
     30           488,326      21,104       21,104     250,000           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                           Hypothetical Illustration


                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $7,000 Annual Premium Death Benefit Option A Face Amount of $250,000



           Assuming Hypothetical Gross Annual Investment Return of 6%




<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             7,350       4,839        2,589     250,000       4,787        2,537     250,000
      2            15,068      10,651        8,401     250,000      10,385        8,135     250,000
      3            23,171      16,720       14,470     250,000      16,041       13,791     250,000
      4            31,679      23,055       20,805     250,000      21,730       19,480     250,000
      5            40,613      29,664       27,414     250,000      27,418       25,168     250,000
      6            49,994      36,554       34,554     250,000      33,066       31,066     250,000
      7            59,844      43,731       42,231     250,000      38,608       37,108     250,000
      8            70,186      51,203       50,203     250,000      43,995       42,995     250,000
      9            81,045      58,971       58,471     250,000      49,124       48,624     250,000
     10            92,448      67,041       67,041     250,000      53,890       53,890     250,000
     15           158,602     119,174      119,174     250,000      75,758       75,758     250,000
     20           243,035     178,730      178,730     250,000      67,376       67,376     250,000
     25           350,794     255,469      255,469     268,242           0            0           0
     30           488,326     355,408      355,408     358,962           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration



                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $7,000 Annual Premium Death Benefit Option A Face Amount of $250,000



           Assuming Hypothetical Gross Annual Investment Return of 12%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             7,350       5,152        2,902     250,000       5,099        2,849     250,000
      2            15,068      11,638        9,388     250,000      11,360        9,110     250,000
      3            23,171      18,800       16,550     250,000      18,084       15,834     250,000
      4            31,679      26,708       24,458     250,000      25,288       23,038     250,000
      5            40,613      35,435       33,185     250,000      32,997       30,747     250,000
      6            49,994      45,064       43,064     250,000      41,230       39,230     250,000
      7            59,844      55,683       54,183     250,000      49,991       48,491     250,000
      8            70,186      67,394       66,394     250,000      59,314       58,314     250,000
      9            81,045      80,302       79,802     250,000      69,195       68,695     250,000
     10            92,448      94,531       94,531     250,000      79,646       79,646     250,000
     15           158,602     199,672      199,672     250,000     152,400      152,400     250,000
     20           243,035     373,959      373,959     392,657     279,013      279,013     292,964
     25           350,794     660,419      660,419     693,440     492,728      492,728     517,364
     30           488,326   1,130,562    1,130,562   1,141,868     838,303      838,303     846,686
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.










                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration



                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $7,000 Annual Premium Death Benefit Option B Face Amount of $250,000


           Assuming Hypothetical Gross Annual Investment Return of 0%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             7,350       4,526        2,276     254,526       4,475        2,225     254,475
      2            15,068       9,702        7,452     259,702       9,437        7,187     259,437
      3            23,171      14,795       12,545     264,795      14,118       11,868     264,118
      4            31,679      19,801       17,551     269,801      18,481       16,231     268,481
      5            40,613      24,719       22,469     274,719      22,481       20,231     272,481
      6            49,994      29,542       27,542     279,542      26,063       24,063     276,063
      7            59,844      34,263       32,763     284,263      29,140       27,640     279,140
      8            70,186      38,872       37,872     288,872      31,645       30,645     281,645
      9            81,045      43,354       42,854     293,354      33,446       32,946     283,446
     10            92,448      47,695       47,695     297,695      34,402       34,402     284,402
     15           158,602      72,230       72,230     322,230      27,429       27,429     277,429
     20           243,035      79,219       79,219     329,219           0            0           0
     25           350,794      52,597       52,597     302,597           0            0           0
     30                 0           0            0           0           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration


                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $7,000 Annual Premium Death Benefit Option B Face Amount of $250,000


        Assuming Hypothetical Gross Annual Investment Return of 6%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             7,350       4,839        2,589     254,839       4,786        2,536     254,786
      2            15,068      10,650        8,400     260,650      10,372        8,122     260,372
      3            23,171      16,717       14,467     266,717      15,999       13,749     265,999
      4            31,679      23,048       20,798     273,048      21,622       19,372     271,622
      5            40,613      29,649       27,399     279,649      27,191       24,941     277,191
      6            49,994      36,527       34,527     286,527      32,642       30,642     282,642
      7            59,844      43,683       42,183     293,683      37,872       36,372     287,872
      8            70,186      51,120       50,120     301,120      42,796       41,796     292,796
      9            81,045      58,834       58,334     308,834      47,253       46,753     297,253
     10            92,448      66,819       66,819     316,819      51,068       51,068     301,068
     15           158,602     117,206      117,206    ,367,206      60,524       60,524     310,524
     20           243,035     162,358      162,358     412,358      17,982       17,982     267,982
     25           350,794     181,546      181,546     431,546           0            0           0
     30           488,326     140,756      140,756     390,756           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration


                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $7,000 Annual Premium Death Benefit Option B Face Amount of $250,000


           Assuming Hypothetical Gross Annual Investment Return of 12%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             7,350       5,152        2,902     255,152       5,097        2,847     255,097
      2            15,068      11,636        9,386     261,636      11,347        9,097     261,347
      3            23,171      18,796       16,546     268,796      18,035       15,785     268,035
      4            31,679      26,699       24,449     276,699      25,161       22,911     275,161
      5            40,613      35,417       33,167     285,417      32,720       30,470     282,720
      6            49,994      45,029       43,029     295,029      40,692       38,692     290,692
      7            59,844      55,620       54,120     305,620      49,022       47,552     299,022
      8            70,186      67,282       66,282     317,282      57,669       56,669     307,669
      9            81,045      80,109       79,609     330,109      66,515       66,015     316,515
     10            92,448      94,207       94,207     344,207      75,423       75,423     325,423
     15           158,602     196,235      196,235     446,235     123,039      123,039     373,039
     20           243,035     344,899      344,899     594,899     139,656      139,656     389,656
     25           350,794     549,911      549,911     799,911      58,219       58,219     308,219
     30           488,326     816,401      816,401   1,066,401           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.










                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration



                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $7,000 Annual Premium Death Benefit Option C Face Amount of $250,000
        Assuming Hypothetical Gross Annual Investment Return of 0%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------



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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             7,350       4,527        2,277     250,000       4,476        2,226     250,000
      2            15,068       9,703        7,453     250,000       9,448        7,198     250,000
      3            23,171      14,798       12,548     250,000      14,156       11,906     250,000
      4            31,679      19,808       17,558     250,000      18,573       16,323     250,000
      5            40,613      24,731       22,481     250,000      22,667       20,417     250,000
      6            49,994      29,564       27,564     250,000      26,396       24,396     250,000
      7            59,844      34,299       32,799     250,000      29,695       28,195     250,000
      8            70,186      38,932       37,932     250,000      32,514       31,514     250,000
      9            81,045      43,452       42,952     250,000      34,746       34,246     250,000
     10            92,448      47,848       47,848     250,000      36,278       36,278     250,000
     15           158,602      73,378       73,378     250,000      35,208       35,208     250,000
     20           243,035      87,090       87,090     250,000           0            0           0
     25           350,794      78,915       78,915     250,000           0            0           0
     30           488,326      21,104       21,104     250,000           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration



                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $7,000 Annual Premium Death Benefit Option C Face Amount of $250,000



           Assuming Hypothetical Gross Annual Investment Return of 6%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             7,350       4,839        2,589     250,000       4,787        2,537     250,000
      2            15,068      10,651        8,401     250,000      10,385        8,135     250,000
      3            23,171      16,720       14,470     250,000      16,041       13,791     250,000
      4            31,679      23,055       20,805     250,000      21,730       19,480     250,000
      5            40,613      29,664       27,414     250,000      27,418       25,168     250,000
      6            49,994      36,554       34,554     250,000      33,066       31,066     250,000
      7            59,844      43,731       42,231     250,000      38,608       37,108     250,000
      8            70,186      51,203       50,203     250,000      43,995       42,995     250,000
      9            81,045      58,971       58,471     250,000      49,124       48,624     250,000
     10            92,448      67,041       67,041     250,000      53,890       53,890     250,000
     15           158,602     119,174      119,174    ,250,000      75,758       75,758     250,000
     20           243,035     178,730      178,730     250,000      67,376       67,376     250,000
     25           350,794     251,676      251,676     294,519           0            0           0
     30           488,326     355,755      335,755     370,821           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration



                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $7,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 12%


<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             7,350       5,152        2,902     250,000       5,099        2,849     250,000
      2            15,068      11,638        9,388     250,000      11,360        9,110     250,000
      3            23,171      18,800       16,550     250,000      18,084       15,834     250,000
      4            31,679      26,708       24,458     250,000      25,288       23,038     250,000
      5            40,613      35,435       33,185     250,000      32,997       30,747     250,000
      6            49,994      45,064       43,064     250,000      41,230       39,230     250,000
      7            59,844      55,683       54,183     250,000      49,991       48,491     250,000
      8            70,186      67,394       66,394     250,000      59,314       58,314     250,000
      9            81,045      80,302       79,802     250,000      69,195       68,695     250,000
     10            92,448      94,531       94,531     250,000      79,646       79,646     250,000
     15           158,602     199,594      199,594     278,626     152,400      152,400     250,000
     20           243,035     367,046      367,046     461,626     267,419      267,419     336,328
     25           350,794     628,939      628,939     736,003     429,554      429,554     502,677
     30           488,326   1,031,753    1,031,753   1,139,509     657,495      657,495     726,163
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------



                                      VERSION B

APPENDIX
ILLUSTRATION OF POLICY VALUES

In  order  to show  you how the  Policy  works,  we  created  some  hypothetical
examples.  In the  first  example,  we chose a  husband  and wife age 55. In the
second example,  we chose a husband and wife age 65. Our  hypothetical  insureds
are  non-smokers  and in good health which means the Policy would be issued with
preferred  rates.  For each of the two  examples,  we've  illustrated  all three
available  Death  Benefit  Options;  Option A, Option B and Option C. We assumed
ongoing annual  premiums paid of $4,000 for the  55-year-old  example and $8,500
for the 65-year-old example.

All of the illustrations that follow are based on the above. We also assumed the
underlying  investment  portfolio  had gross rates of return of 0%, 6% and 12 %.
This means that the underlying  investment  portfolio  would earn these rates of
return before the deduction of the Mortality and Expense Risk Charge (equivalent
to .55% for Policy Years 1-10, .45% for Policy Years 11-20 and .35%  thereafter)
and advisory fee and operating  expenses  (equal to  approximately  .94%).  When
these costs are taken into account,  the net annual investment return rates (net
of an average of 1.49% for these  charges) are  approximately  -1.49,  4.51% and
10.51%.

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

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

(1)  A  Federal  Tax  Charge of 1.3% and a  Premium  Tax  Charge of 2.1% of each
     premium paid;

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

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

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

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

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

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

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

                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $4,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 0%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             4,200       2,640        1,684     250,000       2,640        1,684     250,000
      2             8,610       5,669        4,713     250,000       5,649        4,693     250,000
      3            13,241       8,652        7,695     250,000       8,582        7,625     250,000
      4            18,103      11,588       10,632     250,000      11,432       10,476     250,000
      5            23,208      14,478       13,522     250,000      14,195       13,239     250,000
      6            28,568      17,321       16,471     250,000      16,863       16,013     250,000
      7            34,196      20,116       19,478     250,000      19,427       18,790     250,000
      8            40,106      22,861       22,436     250,000      21,874       21,449     250,000
      9            46,312      25,556       25,343     250,000      24,186       23,974     250,000
     10            52,827      28,197       28,197     250,000      26,343       26,343     250,000
     15            90,630      43,406       43,406     250,000      36,920       36,920     250,000
     20           138,877      55,747       55,747     250,000      38,355       38,355     250,000
     25           200,454      62,881       62,881     250,000      18,121       18,121     250,000
     30           279,043      57,472       57,472     250,000           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $4,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 6%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------


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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             4,200       2,822        1,866     250,000       2,822        1,866     250,000
      2             8,610       6,220        5,264     250,000       6,200        5,244     250,000
      3            13,241       9,770        8,814     250,000       9,697        8,740     250,000
      4            18,103      13,478       12,522     250,000      13,312       12,356     250,000
      5            23,208      17,351       16,395     250,000      17,046       16,089     250,000
      6            28,568      21,395       20,545     250,000      20,893       20,043     250,000
      7            34,196      25,615       24,997     250,000      24,850       24,213     250,000
      8            40,106      30,018       29,593     250,000      28,909       28,484     250,000
      9            46,312      34,610       34,398     250,000      33,055       32,843     250,000
     10            52,827      39,397       39,397     250,000      37,273       37,273     250,000
     15            90,630      69,954       69,954     250,000      62,336       62,336     250,000
     20           138,877     106,654      106,654     250,000      86,416       86,416     250,000
     25           200,454     150,507      150,507     250,000     101,836      101,836     250,000
     30           279,043     202,665      202,665     250,000      90,225       90,225     250,000
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $4,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 12%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             4,200       3,005        2,049     250,000       3,005        2,049     250,000
      2             8,610       6,794        5,838     250,000       6,773        5,817     250,000
      3            13,241      10,980       10,024     250,000      10,903        9,947     250,000
      4            18,103      15,604       14,648     250,000      15,428       14,472     250,000
      5            23,208      20,712       19,756     250,000      20,382       19,426     250,000
      6            28,568      26,352       25,502     250,000      25,804       24,954     250,000
      7            34,196      32,580       31,943     250,000      31,733       31,095     250,000
      8            40,106      39,456       39,031     250,000      38,211       37,786     250,000
      9            46,312      47,046       46,833     250,000      45,282       45,069     250,000
     10            52,827      55,422       55,422     250,000      52,992       52,992     250,000
     15            90,630     116,496      116,496     250,000     107,661      107,661     250,000
     20           138,877     216,971      216,971     250,000     195,300      195,300     250,000
     25           200,454     385,569      385,569     404,848     346,097      346,097     363,401
     30           279,043     663,310      663,310     696,476     590,539      590,539     620,065
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.










                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $4,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 0%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             4,200       2,640        1,684     252,640       2,640        1,684     252,640
      2             8,610       5,668        4,712     255,668       5,648        4,692     255,648
      3            13,241       8,650        7,694     258,650       8,578        7,622     258,578
      4            18,103      11,586       10,630     261,586      11,423       10,467     261,423
      5            23,208      14,475       13,518     264,475      14,177       13,221     264,177
      6            28,568      17,315       16,465     267,315      16,830       15,980     266,830
      7            34,196      20,107       19,469     270,107      19,370       18,733     269,370
      8            40,106      22,848       22,423     272,848      21,783       21,358     271,783
      9            46,312      25,536       25,324     275,536      24,047       23,834     274,047
     10            52,827      28,170       28,170     278,170      26,136       26,136     276,136
     15            90,630      43,250       43,250     293,250      35,838       35,838     285,838
     20           138,877      54,918       54,918     304,918      34,624       34,624     284,624
     25           200,454      59,683       59,683     309,683       9,440        9,440     259,440
     30           279,043      47,894       47,894     297,894           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $4,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 6%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             4,200       2,822        1,866     252,822       2,822        1,866     252,822
      2             8,610       6,219        5,263     256,219       6,199        5,242     256,199
      3            13,241       9,769        8,812     259,769       9,693        8,736     259,693
      4            18,103      13,476       12,519     263,476      13,302       12,346     263,302
      5            23,208      17,347       16,390     267,347      17,023       16,067     267,023
      6            28,568      21,387       20,537     271,387      20,851       20,001     270,851
      7            34,196      25,603       24,965     275,603      24,776       24,138     274,776
      8            40,106      30,000       29,575     280,000      28,785       28,360     278,785
      9            46,312      34,583       34,370     284,583      32,858       32,646     282,858
     10            52,827      39,357       39,357     289,357      36,969       36,969     286,969
     15            90,630      69,686       69,686     319,686      60,420       60,420     310,420
     20           138,877     104,970      104,970     354,970      78,106       78,106     328,106
     25           200,454     142,560      142,560     392,560      73,026       73,026     323,026
     30           279,043     171,327      171,327     421,327      13,199       13,199     263,199
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $4,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 12%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             4,200       3,005        2,049     253,005       3,005        2,049     253,005
      2             8,610       6,793        5,837     256,793       6,772        5,816     256,772
      3            13,241      10,978       10,022     260,978      10,899        9,942     260,899
      4            18,103      15,601       14,645     265,601      15,416       14,460     265,416
      5            23,208      20,706       19,750     270,706      20,355       19,399     270,355
      6            28,568      26,343       25,493     276,343      25,750       24,900     275,750
      7            34,196      32,565       31,927     282,565      31,635       30,998     281,635
      8            40,106      39,431       39,006     289,431      38,043       37,618     288,043
      9            46,312      47,007       46,794     297,007      45,003       44,791     295,003
     10            52,827      55,363       55,363     305,363      52,545       52,545     302,545
     15            90,630     116,025      116,025     366,025     104,226      104,226     354,226
     20           138,877     213,395      213,395     463,395     176,484      176,484     426,484
     25           200,454     367,997      367,997     617,997     265,789      265,789     515,789
     30           279,043     603,996      603,996     853,996     353,140      353,140     603,140
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.










                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $4,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 0%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             4,200       2,640        1,684     250,000       2,640        1,684     250,000
      2             8,610       5,669        4,713     250,000       5,649        4,693     250,000
      3            13,241       8,652        7,695     250,000       8,582        7,625     250,000
      4            18,103      11,588       10,632     250,000      11,432       10,476     250,000
      5            23,208      14,478       13,522     250,000      14,195       13,239     250,000
      6            28,568      17,321       16,471     250,000      16,863       16,013     250,000
      7            34,196      20,116       19,478     250,000      19,427       18,790     250,000
      8            40,106      22,861       22,436     250,000      21,874       21,449     250,000
      9            46,312      25,556       25,343     250,000      24,186       23,974     250,000
     10            52,827      28,197       28,197     250,000      26,343       26,343     250,000
     15            90,630      43,406       43,406     250,000      36,920       36,920     250,000
     20           138,877      55,747       55,747     250,000      38,355       38,355     250,000
     25           200,454      62,881       62,881     250,000      18,121       18,121     250,000
     30           279,043      57,472       57,472     250,000           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                           Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $4,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 6%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             4,200       2,822        1,866     250,000       2,822        1,866     250,000
      2             8,610       6,220        5,264     250,000       6,200        5,244     250,000
      3            13,241       9,770        8,814     250,000       9,697        8,740     250,000
      4            18,103      13,478       12,522     250,000      13,312       12,356     250,000
      5            23,208      17,351       16,395     250,000      17,046       16,089     250,000
      6            28,568      21,395       20,545     250,000      20,893       20,043     250,000
      7            34,196      25,615       24,977     250,000      24,850       24,213     250,000
      8            40,106      30,018       29,593     250,000      28,909       28,484     250,000
      9            46,312      34,610       34,398     250,000      33,055       32,843     250,000
     10            52,827      39,397       39,397     250,000      37,273       37,273     250,000
     15            90,630      69,954       69,954     250,000      62,336       62,336     250,000
     20           138,877     106,654      106,654     250,000      86,416       86,416     250,000
     25           200,454     150,507      150,507     250,000     101,836      101,836     250,000
     30           279,043     202,629      202,629     254,349      90,225       90,225     250,000
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 55, Female, Issue Age 55, Preferred Rate Class
      $4,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 12%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             4,200       3,005        2,049     250,000       3,005        2,049     250,000
      2             8,610       6,794        5,838     250,000       6,773        5,817     250,000
      3            13,241      10,980       10,024     250,000      10,903        9,947     250,000
      4            18,103      15,604       14,648     250,000      15,428       14,472     250,000
      5            23,208      20,712       19,756     250,000      20,382       19,426     250,000
      6            28,568      26,352       25,502     250,000      25,804       24,954     250,000
      7            34,196      32,580       31,943     250,000      31,733       31,095     250,000
      8            40,106      39,456       39,031     250,000      38,211       37,786     250,000
      9            46,312      47,046       46,833     250,000      45,282       45,069     250,000
     10            52,827      55,422       55,422     250,000      52,992       52,992     250,000
     15            90,630     116,496      116,496     250,000     107,661      107,661     250,000
     20           138,877     216,397      216,397     342,025     193,998      193,998     306,622
     25           200,454     378,815      378,815     525,712     323,435      323,435     448,856
     30           279,043     635,498      635,498     797,703     506,991      506,991     636,395
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.










                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $8,500 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 0%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             8,925       5,879        3,629     250,000       5,829        3,579     250,000
      2            18,296      12,387       10,137     250,000      12,134        9,884     250,000
      3            28,136      18,793       16,543     250,000      18,160       15,910     250,000
      4            38,468      25,094       22,844     250,000      23,882       21,632     250,000
      5            49,316      31,288       29,038     250,000      29,272       27,022     250,000
      6            60,707      37,373       35,373     250,000      34,295       32,295     250,000
      7            72,667      43,343       41,843     250,000      38,890       37,390     250,000
      8            85,226      49,194       48,194     250,000      43,018       42,018     250,000
      9            98,412      54,915       54,415     250,000      46,582       46,082     250,000
     10           112,258      60,499       60,499     250,000      49,487       49,487     250,000
     15           192,589      92,172       92,172     250,000      56,987       56,987     250,000
     20           295,114     113,204      113,204     250,000      23,903       23,903     250,000
     25           425,964     117,201      117,201     250,000           0            0           0
     30           592,967      85,553       86,553     250,000           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $8,500 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 6%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             8,925       6,274        4,024     250,000       6,223        3,973     250,000
      2            18,296      13,585       11,335     250,000      13,321       11,071     250,000
      3            28,136      21,220       18,970     250,000      20,552       18,302     250,000
      4            38,468      29,190       26,940     250,000      27,892       25,642     250,000
      5            49,316      37,507       35,257     250,000      35,321       33,071     250,000
      6            60,707      46,183       44,183     250,000      42,809       40,809     250,000
      7            72,667      55,228       53,728     250,000      50,303       48,803     250,000
      8            85,226      64,653       63,653     250,000      57,774       56,774     250,000
      9            98,412      74,466       73,966     250,000      65,145       64,645     250,000
     10           112,258      84,678       84,678     250,000      72,342       72,342     250,000
     15           192,589     149,740      149,740     250,000     111,541      111,541     250,000
     20           295,114     228,710      228,710     250,000     140,883      140,883     250,000
     25           425,964     330,296      330,296     346,811     148,702      148,702     250,000
     30           592,967     456,222      456,222     460,784      80,623       80,623     250,000
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $8,500 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 12%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             8,925       6,670        4,420     250,000       6,617        4,367     250,000
      2            18,296      14,831       12,581     250,000      14,557       12,307     250,000
      3            28,136      23,845       21,595     250,000      23,140       20,890     250,000
      4            38,468      33,798       31,548     250,000      32,410       30,160     250,000
      5            49,316      44,784       42,534     250,000      42,418       40,168     250,000
      6            60,707      56,910       54,910     250,000      53,217       51,217     250,000
      7            72,667      70,289       68,789     250,000      64,856       63,356     250,000
      8            85,226      85,052       84,052     250,000      77,419       76,419     250,000
      9            98,412     101,339      100,839     250,000      90,971       90,471     250,000
     10           112,258     119,309      119,309     250,000     105,613      105,613     250,000
     15           192,589     250,959      250,959     263,507     212,955      212,955     250,000
     20           295,114     468,220      468,220     491,631     399,866      399,866     419,860
     25           425,964     824,558      824,558     865,786     696,016      696,016     730,817
     30           592,967   1,408,840    1,408,840   1,422,928   1,174,444    1,174,444   1,186,189
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.










                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $8,500 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 0%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             8,925       5,879        3,629     255,879       5,828        3,578     255,828
      2            18,296      12,386       10,136     262,386      12,120        9,870     262,120
      3            28,136      18,789       16,539     268,789      18,113       15,863     268,113
      4            38,468      25,086       22,836     275,086      23,766       21,516     273,766
      5            49,316      31,273       29,023     281,273      29,036       26,786     279,036
      6            60,707      37,346       35,346     287,346      33,869       31,869     283,869
      7            72,667      43,297       41,797     293,297      38,177       36,677     288,177
      8            85,226      49,117       48,117     299,117      41,894       40,894     291,894
      9            98,412      54,792       54,292     304,792      44,889       44,389     294,889
     10           112,258      60,306       60,306     310,306      47,021       47,021     297,021
     15           192,589      90,732       90,732     340,732      45,965       45,965     295,965
     20           295,114     103,198      103,198     353,198           0            0           0
     25           425,964      81,826       81,826     331,726           0            0           0
     30           592,967       5,498        5,498     255,498           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $8,500 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 6%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             8,925       6,274        4,024     256,274       6,221        3,971     256,221
      2            18,296      13,583       11,333     263,583      13,306       11,056     263,306
      3            28,136      21,215       18,965     271,215      20,497       18,247     270,497
      4            38,468      29,181       26,931     279,181      27,755       25,505     277,755
      5            49,316      37,489       35,239     287,489      35,032       32,782     285,032
      6            60,707      46,149       44,149     296,149      42,266       40,266     292,266
      7            72,667      55,167       53,667     305,167      49,359       47,859     299,359
      8            85,226      64,549       63,549     314,549      56,228       55,228     306,228
      9            98,412      74,293       73,793     324,293      62,718       62,218     312,718
     10           112,258      84,398       84,398     334,398      68,657       68,657     318,657
     15           192,589     147,269      147,269     397,269      90,635       90,635     340,635
     20           295,114     208,008      208,008     458,008      63,795       63,795     313,795
     25           425,964     246,986      246,986     496,986           0            0           0
     30           592,967     231,118      231,118     481,118           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $8,500 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 12%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             8,925       6,669        4,419     256,669       6,615        4,365     256,615
      2            18,296      14,829       12,579     264,829      14,540       12,290     264,540
      3            28,136      23,840       21,590     273,840      23,079       20,829     273,079
      4            38,468      33,786       31,536     283,786      32,249       29,999     282,249
      5            49,316      44,761       42,511     294,761      42,065       39,815     292,065
      6            60,707      56,866       54,866     306,866      53,530       50,530     302,530
      7            72,667      70,209       68,709     320,209      63,614       62,114     313,614
      8            85,226      84,911       83,911     334,911      75,302       74,302     325,302
      9            98,412     101,095      100,595     351,095      87,508       87,008     337,508
     10           112,258     118,900      118,900     368,900     100,128      100,128     350,128
     15           192,589     246,656      246,656     496,656     173,527      173,527     423,527
     20           295,114     437,776      437,776     687,776     232,793      232,793     482,793
     25           425,964     713,606      713,606     963,606     222,732      222,732     472,732
     30           592,967   1,097,615    1,097,615   1,347,615      54,904       54,904     304,904
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.










                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $8,500 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 0%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             8,925       5,879        3,629     250,000       5,829        3,579     250,000
      2            18,296      12,387       10,137     250,000      12,134        9,884     250,000
      3            28,136      18,793       16,543     250,000      18,160       15,910     250,000
      4            38,468      25,094       22,844     250,000      23,882       21,632     250,000
      5            49,316      31,288       29,038     250,000      29,272       27,022     250,000
      6            60,707      37,373       35,373     250,000      34,295       32,295     250,000
      7            72,667      43,343       41,843     250,000      38,890       37,390     250,000
      8            85,226      49,194       48,194     250,000      43,018       42,018     250,000
      9            98,412      54,915       54,415     250,000      46,582       46,082     250,000
     10           112,258      60,499       60,499     250,000      49,487       49,487     250,000
     15           192,589      92,172       92,172     250,000      56,987       56,987     250,000
     20           295,114     113,204      113,204     250,000      23,903       23,903     250,000
     25           425,964     117,201      117,201     250,000           0            0           0
     30           592,967      85,553       86,553     250,000           0            0           0
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $8,500 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 6%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             8,925       6,274        4,024     250,000       6,223        3,973     250,000
      2            18,296      13,585       11,335     250,000      13,321       11,071     250,000
      3            28,136      21,220       18,970     250,000      20,552       18,302     250,000
      4            38,468      29,190       26,940     250,000      27,892       25,642     250,000
      5            49,316      37,507       35,257     250,000      35,321       33,071     250,000
      6            60,707      46,183       44,183     250,000      42,809       40,809     250,000
      7            72,667      55,228       53,728     250,000      50,303       48,803     250,000
      8            85,226      64,653       63,653     250,000      57,774       56,774     250,000
      9            98,412      74,466       73,966     250,000      65,145       64,645     250,000
     10           112,258      84,678       84,678     250,000      72,342       72,342     250,000
     15           192,589     149,740      149,740     250,000     111,541      111,541     250,000
     20           295,114     227,573      227,573     286,214     140,883      140,883     250,000
     25           425,964     318,971      318,971     373,270     148,702      148,702     250,000
     30           592,967     423,288      423,288     467,497      80,623       80,623     250,000
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.





                 Cova Financial Services Life Insurance Company
                    Flexible Premium Variable Life Insurance
                            Hypothetical Illustration





                                Joint & Survivor
         Male, Issue Age 65, Female, Issue Age 65, Preferred Rate Class
      $8,500 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment Return of 12%








<TABLE>
<CAPTION>
                              CURRENT CHARGES*                         GUARANTEED CHARGES**
                              ----------------                         --------------------

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

<S>   <C>           <C>         <C>          <C>       <C>           <C>          <C>       <C>
      1             8,925       6,670        4,420     250,000       6,617        4,367     250,000
      2            18,296      14,831       12,581     250,000      14,557       12,307     250,000
      3            28,136      23,845       21,595     250,000      23,140       20,890     250,000
      4            38,468      33,798       31,548     250,000      32,410       30,160     250,000
      5            49,316      44,784       42,534     250,000      42,418       40,168     250,000
      6            60,707      56,910       54,910     250,000      53,217       51,217     250,000
      7            72,667      70,289       68,789     250,000      64,856       63,356     250,000
      8            85,226      85,052       84,052     250,000      77,419       76,419     250,000
      9            98,412     101,339      100,839     250,000      90,971       90,471     250,000
     10           112,258     119,309      119,309     250,000     105,613      105,613     250,000
     15           192,589     250,278      250,278     349,378     211,249      211,249     294,896
     20           295,114     458,197      458,197     576,265     366,164      366,164     460,517
     25           425,964     783,035      783,035     916,331     581,366      581,366     680,332
     30           592,967   1,282,145    1,282,145   1,416,052     883,469      883,469     975,738
<FN>
* These values reflect investment results using current cost of insurance rates.


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








THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE DEATH  BENEFIT,  CASH VALUE AND CASH  SURRENDER  VALUE FOR A POLICY MAY BE
MORE OR LESS THAN THOSE SHOWN  DEPENDING  UPON  ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.






                                     PART II

                           UNDERTAKING TO FILE REPORTS

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

     b.  Pursuant  to  Investment  Company  Act Section  26(e),  Cova  Financial
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) assessed 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 115  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
     3.b. Selling Agreement
     3.c. Schedules of Commissions
     4.   Not Applicable
     5.   Flexible Premium Joint and Last Survivor Variable Life Insurance
          Policy++
     5.a. Waiver of Specified Premium Rider++
     5.b. Anniversary Partial Withdrawal Rider++
     5.c. Estate Preservation Term Rider++
     5.d. Joint Supplemental Coverage Rider++
     5.e. Lifetime Coverage Rider++
     5.f. Secondary Guarantee Rider++
     5.g. Divorce Split Policy Option 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

C.   Consent of Actuary

D.   Consent of Independent Auditors

   * 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.

++  Incorporated by reference to Form S-6 (File No. 333-83165) as
    electronically filed on July 19, 1999.

                                   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
21st day of October, 1999.

                                      COVA  VARIABLE  LIFE  ACCOUNT  ONE

                                      Registrant

                                 By:  COVA  FINANCIAL  SERVICES  LIFE
                                      INSURANCE  COMPANY

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


                                      COVA  FINANCIAL  SERVICES  LIFE
                                      INSURANCE  COMPANY

Attest:

/s/PATRICIA E. GUBBE                   /s/BERNARD J. SPAULDING
________________________               ______________________________
(Name)                                 Senior Vice President, General
                                       Counsel and Secretary


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                      10/21/99
- ---------------------                                                                  -------
Lorry J. Stensrud                                                                        Date

J. Robert Hopson*                        Director                                     10/21/99
- -----------------                                                                      -------
J. Robert Hopson                                                                         Date

William C. Mair*                         Director                                      10/21/99
- -----------------------                                                                -------
William C. Mair                                                                          Date

E. Thomas Hughes, Jr.*                                                                 10/21/99
- ----------------------                   Treasurer and Director                        -------
E. Thomas Hughes, Jr.                                                                    Date

Matthew P. McCauley*                     Director                                      10/21/99
- ----------------------                                                                 -------
Matthew P. McCauley                                                                      Date

John W. Barber*                          Director                                      10/21/99
- ----------------------                                                                 -------
John W. Barber                                                                           Date

/s/MARK E. REYNOLDS                      Director                                      10/21/99
- ---------------------                                                                  -------
Mark E. Reynolds                                                                         Date

/s/J. TERRI TANAKA                                                                     10/21/99
- ---------------------                    Director                                      -------
J. Terri Tanaka                                                                          Date

/s/PETER L. WITKEWIZ                                                                   10/21/99

- ---------------------                    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.A.3.a. Principal Underwriter's Agreement
EX-99.A.3.b. Selling Agreement
EX-99.A.3.c. Schedules of Commissions
EX-99.B      Opinion and Consent of Counsel
EX-99.C      Consent of Actuary
EX-99.D      Consent of Independent Auditors

                      PRINCIPAL UNDERWRITER'S AGREEMENT

IT  IS  HEREBY  AGREED  by  and between COVA FINANCIAL SERVICES LIFE INSURANCE
COMPANY ("INSURANCE COMPANY") on behalf of COVA VARIABLE LIFE ACCOUNT ONE (the
"VARIABLE  ACCOUNT") and COVA LIFE SALES COMPANY (the "PRINCIPAL UNDERWRITER")
as  follows:

                                      I

INSURANCE COMPANY proposes to issue and sell Variable Life Insurance Policies
(the "Policies") of the Variable Account to the public through  PRINCIPAL
UNDERWRITER.   The PRINCIPAL UNDERWRITER agrees to provide sales  service
subject to the terms and conditions hereof.  The Policies to be sold  are
more  fully  described in the registration statement and prospectus
hereinafter  mentioned.    Such  Policies  will be issued by INSURANCE COMPANY
through  the  Variable  Account.

                                      II

INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive right, during the
term of this Agreement, subject to registration requirements of the Securities
Act  of  1933 and the Investment Company Act of 1940 and the provisions of the
Securities  Exchange Act of 1934, to be the distributor of the Policies issued
through  the  Variable  Account.  PRINCIPAL UNDERWRITER will sell the Policies
under  such  terms  as  set  by  INSURANCE COMPANY and will make such sales to
purchasers  permitted  to  buy  such  Policies as specified in the prospectus.

                                     III

PRINCIPAL  UNDERWRITER  shall  be compensated for its distribution services in
such  amount  as to meet all of its obligations to selling broker-dealers with
respect to all Premium Payments accepted by INSURANCE COMPANY on the Policies
covered  hereby.

                                      IV

On  behalf  of the Variable Account, INSURANCE COMPANY shall furnish PRINCIPAL
UNDERWRITER  with  copies  of all prospectuses, financial statements and other
documents  which  PRINCIPAL  UNDERWRITER  reasonably  requests  for  use  in
connection  with  the  distribution  of the Policies.  INSURANCE COMPANY shall
provide  to  PRINCIPAL  UNDERWRITER  such  number  of  copies  of  the current
effective  prospectuses  as  PRINCIPAL  UNDERWRITER  shall  request.

                                      V

PRINCIPAL  UNDERWRITER  is  not authorized to give any information, or to make
any  representations  concerning  the  Policies  or  the  Variable  Account of
INSURANCE  COMPANY  other  than  those  contained  in the current registration
statements  or  prospectuses  relating  to the Variable Account filed with the
Securities  and  Exchange  Commission  or  such  sales  literature  as  may be
authorized  by  INSURANCE  COMPANY.

                                      VI

Both  parties  to  this  Agreement  agree  to  keep  the  necessary records as
indicated  by  applicable  state  and  federal law and to render the necessary
assistance  to  one  another  for  the accurate and timely preparation of such
records.

                                     VII

This Agreement shall be effective upon the execution hereof and will remain in
effect  unless  terminated  as  hereinafter  provided.    This Agreement shall
automatically  be  terminated  in  the  event  of  its assignment by PRINCIPAL
UNDERWRITER.

This  Agreement  may  at any time be terminated by either party hereto upon 60
days'  written  notice  to  the  other  party.

                                     VIII

All  notices,  requests, demands and other communications under this Agreement
shall  be  in  writing  and  shall be deemed to have been given on the date of
service if served personally on the party to whom notice is to be given, or on
the  date  of  mailing  if  sent by First Class Mail, Registered or Certified,
postage  prepaid  and  properly  addressed.

IN  WITNESS  WHEREOF,  the  parties  hereto  have caused this instrument to be
signed on their behalf by their respective officers thereunto duly authorized.

EXECUTED  this 19th  day  of October,  1999.

<TABLE>
<CAPTION>
<S>                              <C>
                                 INSURANCE COMPANY

                                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY



                                 BY:/s/LORRY J. STENSRUD
                                    ------------------------

ATTEST:/s/BERNARD J. SPAULDING
      --------------------------
                      Secretary

                                 PRINCIPAL UNDERWRITER

                                 COVA LIFE SALES COMPANY


                                 BY:/s/PATRICIA E. GUBBE
                                    -------------------------


ATTEST:/s/BERNARD J. SPAULDING
      ---------------------------
                 Secretary
</TABLE>


                                SELLING AGREEMENT

         Agreement  dated as of , by and  among  COVA  FINANCIAL  SERVICES  LIFE
INSURANCE  COMPANY,  a Missouri  corporation  ("Life Company");  COVA LIFE SALES
COMPANY, a Delaware corporation ("Distributor"); , ("Broker-Dealer") and and any
Affiliates  and/or  Subsidiaries  listed in the  Addendum  for the  Inclusion of
Affiliates and/or Subsidiaries (collectively, the "Insurance Agent").

                                    RECITALS

A.   Pursuant to a  distribution  agreement with  Distributor,  Life Company has
     appointed  Distributor as the principal underwriter of the variable annuity
     contracts  identified in Schedule 1 to this Agreement at the time that this
     Agreement  is  executed,  and such  other  variable  annuity  contracts  or
     variable  life  insurance  contracts  that may be added to  Schedule 1 from
     time-to-time  in  accordance  with  Section  2(f) of this  Agreement.  Such
     contracts  together  with any fixed annuity  contracts  shown on Schedule 1
     shall be referred to herein as "Contracts."

B.   The parties to this Agreement desire that Broker-Dealer and Insurance Agent
     be authorized to solicit  applications for the sale of the Contracts to the
     general public subject to the terms and conditions set forth herein.

NOW, THEREFORE,  in consideration of the premises and of the mutual promises and
covenants hereinafter set forth, the parties agree as follows:

1.   ADDITIONAL DEFINITIONS

     (a)  Affiliate - With respect to a person,  any other  person  controlling,
          controlled by, or under common control with, such person.

     (b)  Agent  -  An   individual   associated   with   Insurance   Agent  and
          Broker-Dealer  who is  appointed  by Life  Company as an agent for the
          purpose of soliciting applications.

     (c)  NASD - The National Association of Securities Dealers, Inc.

     (d)  1933 Act - The Securities Act of 1933, as amended.


     (e)  1934 Act - The Securities and Exchange Act of 1934, as amended.


     (f)  1940 Act - The Investment Company Act of 1940, as amended.


     (g)  Premium - A payment made under a Contract to purchase  benefits  under
          such Contract.

     (h)  Prospectus - With respect to each  Contract,  the  prospectus for such
          Contract included within the Registration Statement for such Contract,
          provided, however, that, if the most recently filed prospectus,  filed
          pursuant  to Rule 497  under  the 1933 Act  subsequent  to the date on
          which the Registration  Statement  became  effective  differs from the
          prospectus  on file at the  time  the  Registration  Statement  became
          effective,  the term  "Prospectus"  shall  refer to the most  recently
          filed  under  Rule 497 from and after the date on which it shall  have
          been filed.

     (i)  Registration  Statement  - With  respect  to each  Contract,  the most
          recent effective  registration  statement(s) filed with the SEC or the
          most recent effective post-effective amendment(s) thereto with respect
          to such Contract,  including financial statements included therein and
          all  exhibits  thereto.  There  may  be  more  than  one  Registration
          Statement  in effect at the time for a  Contract;  in such  case,  any
          reference to "the  Registration  Statement" for a Contract shall refer
          to  any  or  all,  depending  on  the  context,  of  the  Registration
          Statements for such Contract.

     (j)  SEC - The Securities and Exchange Commission.

     (k)  Service Center - Policy Service office:

          (i)  Fixed Products: P.O. Box 295, Des Moines, IA 50301
          (ii) Variable Products: P.O. Box 10366, Des Moines, IA 50306
          (iii)Express Mail Only: 1776 West Lakes Parkway,  West Des Moines,  IA
               50266

2.   AUTHORIZATION OF BROKER-DEALER AND INSURANCE AGENT

(a)  Distributor hereby authorizes  Broker-Dealer under the securities laws, and
     Life  Company  hereby  authorizes  and appoints  Insurance  Agent under the
     insurance  laws,  each  in a  non-exclusive  capacity,  to  distribute  the
     Contracts.  Broker-Dealer and Insurance Agent accept such authorization and
     appointment  and shall use their best  efforts to find  purchasers  for the
     Contracts, in each case acceptable to Life Company.

(b)  Life Company shall notify  Broker-Dealer  and Insurance Agent in writing of
     all states and  jurisdictions in which Life Company is licensed to sell the
     Contracts.  Broker-Dealer and Insurance Agent acknowledge that no territory
     is exclusively  assigned hereunder,  and Life Company reserves the right in
     its sole  discretion  to establish  or appoint one or more  agencies in any
     jurisdiction in which Insurance Agent transacts business hereunder.

(c)  Insurance  Agent is vested under this Agreement with power and authority to
     select  and  recommend  individuals  associated  with  Insurance  Agent for
     appointment as Agents of Life Company,  and only individuals so recommended
     by Insurance Agent shall become Agents, provided that Life Company reserves
     the right in its sole  discretion  to refuse to appoint any proposed  agent
     or,  once  appointed,  to  terminate  the same at any time with or  without
     cause.

(d)  Neither  Broker-Dealer nor Insurance Agent shall expend or contract for the
     expenditure of the funds of Life Company. Broker-Dealer and Insurance Agent
     each shall pay all expenses  incurred by each of them in the performance of
     this  Agreement,   unless  otherwise  specifically  provided  for  in  this
     Agreement  or unless  Life  Company  and  Distributor  shall have agreed in
     advance  in  writing to share the cost of  certain  expenses.  Initial  and
     renewal  state  appointment  fees for  Insurance  Agent and  appointees  of
     Insurance  Agent as Agents of Life  Company  will be paid  according to the
     terms  set forth in the rules and  regulations  as may be  adopted  by Life
     Company from time-to-time.  Neither Broker-Dealer nor Insurance Agent shall
     possess or exercise any authority on behalf of  Distributor or Life Company
     other than that expressly  conferred on Broker-Dealer or Insurance Agent by
     this Agreement. In particular, and without limiting the foregoing,  neither
     Broker-Dealer  nor  Insurance  Agent  shall have any  authority,  nor shall
     either grant such authority to any Agent,  on behalf of Distributor or Life
     Company: to make, alter or discharge any Contract or other contract entered
     into pursuant to a Contract; to waive any Contract forfeiture provision; to
     extend  the time of  paying  any  Premiums;  or to  receive  any  monies or
     Premiums from applicants for or purchasers of the Contracts (except for the
     sole purpose of forwarding monies or Premiums to Life Company).

(e)  Broker-Dealer  and Insurance  Agent  acknowledge  that Life Company has the
     right in its  sole  discretion  to  reject  any  applications  or  Premiums
     received  by it and to return or refund to an  applicant  such  applicant's
     Premium.

(f)  Schedule 1 to this Agreement may be amended by Distributor and Life Company
     in their  sole  discretion  from  time-to-time  to include  other  variable
     annuity  contracts,  fixed annuity  contracts,  or variable life  insurance
     contracts, or to delete contracts from the Schedule.

(g)  Distributor and Life Company  acknowledge that  Broker-Dealer and Insurance
     Agent are each an independent  contractor.  Accordingly,  Broker-Dealer and
     Insurance  Agent are not obliged or expected to give full time and energies
     to the performance of their  obligations  hereunder,  nor are Broker-Dealer
     and Insurance  Agent obliged or expected to represent  Distributor  or Life
     Company   exclusively.    Nothing   herein   contained   shall   constitute
     Broker-Dealer, Insurance Agent, the Agents or any agents or representatives
     of  Broker-Dealer  or Insurance  Agent as employees of  Distributor or Life
     Company in connection with solicitation of applications for the Contracts.

3.   LICENSING AND REGISTRATION OF BROKER-DEALER, INSURANCE AGENT AND AGENTS

     (a)  Broker-Dealer  represents  and  warrants  that  it is a  Broker-Dealer
          registered  with the SEC under  the 1934  Act,  and is a member of the
          NASD  in  good  standing.   Broker-Dealer  must,  at  all  times  when
          performing  its functions and fulfilling  its  obligations  under this
          Agreement,  be duly registered as a  Broker-Dealer  under the 1934 Act
          and as required by applicable law, in each state or other jurisdiction
          in which  Broker-Dealer  intends to perform its  functions and fulfill
          its obligations hereunder.

     (b)  Insurance  Agent  represents  and warrants  that it is a licensed life
          insurance  agent  where  required to solicit  applications.  Insurance
          Agent must, at all times when  performing its functions and fulfilling
          its  obligations  under this  Agreement,  be duly licensed to sell the
          Contracts in each state or other jurisdiction in which Insurance Agent
          intends  to  perform  its  functions   and  fulfill  its   obligations
          hereunder.

     (c)  Broker-Dealer  shall ensure that no individual shall offer or sell the
          Contracts  on its behalf in any state or other  jurisdiction  in which
          the  Contracts  may  lawfully  be sold unless  such  individual  is an
          associated person of Broker-Dealer (as that term is defined in Section
          3(a)(18)  of the 1934 Act) and duly  registered  with the NASD and any
          applicable  state  securities  regulatory  authority  as a  registered
          person of Broker-Dealer  qualified to distribute the Contracts in such
          state or jurisdiction.  Broker-Dealer  shall be solely responsible for
          the  background  investigations  of  the  Agents  to  determine  their
          qualifications  and will provide Life Company upon request with copies
          of such investigations.

     (d)  Insurance  Agent shall ensure that no  individual  shall offer or sell
          the  Contracts  on  behalf  of  Insurance  Agent in any state or other
          jurisdiction  unless such individual is duly affiliated as an agent of
          Insurance  Agent,  duly  licensed  and  appointed  as an agent of Life
          Company, and appropriately licensed, registered or otherwise qualified
          to  offer  and  sell  the  Contracts  to be  offered  and sold by such
          individual  under the  insurance  laws of such state or  jurisdiction.
          Insurance Agent shall be responsible for  investigating the character,
          work  experience  and  background  of  any  proposed  agent  prior  to
          recommending  appointment as agent of Life Company. Upon request, Life
          Company  shall be  provided  with  copies of such  investigation.  All
          matters  concerning the licensing of any  individuals  recommended for
          appointment by Insurance  Agent under any applicable  state  insurance
          law  shall be a  matter  directly  between  Insurance  Agent  and such
          individual,  and the  Insurance  Agent shall furnish Life Company with
          proof  of  proper   licensing  of  such  individual  or  other  proof,
          reasonably  acceptable  to Life Company.  Broker-Dealer  and Insurance
          Agent shall  notify  Distributor  and Life  Company  immediately  upon
          termination of an Agent's  association with Broker-Dealer or Insurance
          Agent.

     (e)  Without  limiting the  foregoing,  Broker-Dealer  and Insurance  Agent
          represent that they are in compliance with the terms and conditions of
          letters   issued  by  the  Staff  of  the  SEC  with  respect  to  the
          non-registration  as a broker-dealer of an insurance agency associated
          with a registered broker-dealer. Broker-Dealer and the Insurance Agent
          shall  notify  Distributor  immediately  in writing  if  Broker-Dealer
          and/or  Insurance  Agent  fail to  comply  with  any  such  terms  and
          conditions  and shall take such measures as may be necessary to comply
          with any such terms and conditions.

4.   BROKER-DEALER AND INSURANCE AGENT COMPLIANCE

     (a)  Broker-Dealer  and Insurance  Agent hereby  represent and warrant that
          they are duly in  compliance  with all  applicable  federal  and state
          securities laws and regulations, and all applicable insurance laws and
          regulations.  Broker-Dealer  and Insurance  Agent each shall carry out
          their  respective   obligations  under  this  Agreement  in  continued
          compliance  with such  laws and  regulations.  Broker-Dealer  shall be
          responsible  for securities  training,  supervision and control of the
          Agents in connection with their  solicitation  activities with respect
          to  the  Contracts  and  shall  supervise   Agents'   compliance  with
          applicable  federal and state securities law and NASD  requirements in
          connection  with  such  solicitation  activities.   Broker-Dealer  and
          Insurance  Agent shall  comply,  and shall ensure that Agents  comply,
          with  the  rules  and  procedures  established  by Life  Company  from
          time-to-time,  and the rules set forth below,  and  Broker-Dealer  and
          Insurance Agent shall be solely responsible for such compliance.

     (b)  Broker-Dealer,  Insurance  Agent and Agents shall not offer or attempt
          to offer the Contracts,  nor solicit  applications  for the Contracts,
          nor  deliver  Contracts,  in any  state or  jurisdiction  in which the
          Contracts may not lawfully be sold or offered for sale.

     (c)  Broker-Dealer,   Insurance   Agent  and  Agents   shall  not   solicit
          applications for the Contracts  without  delivering the Prospectus for
          the Contracts,  the  then-currently  effective  prospectus(es) for the
          underlying  fund(s) and,  where  required by state  insurance law, the
          then-currently  effective statement of additional  information for the
          Contracts.

     (d)  Broker-Dealer,  Insurance  Agent and Agents  shall not  recommend  the
          purchase of a Contract  to an  applicant  unless  each has  reasonable
          grounds to believe that such purchase is suitable for the applicant in
          accordance  with,  among other things,  applicable  regulations of any
          state insurance commission, the SEC and the NASD.

     (e)  InsuranceAgent  shall return promptly to Life Company all receipts for
          delivered  Contracts,  all undelivered  contracts and all receipts for
          cancellation,  in accordance with the requirements established by Life
          Company and/or as required under state insurance law. Upon issuance of
          a Contract by Life Company and delivery of such  Contract to Insurance
          Agent,  Insurance  Agent shall  promptly  deliver such Contract to its
          purchaser.  For purposes of this provision  "promptly" shall be deemed
          to mean not later  than five (5)  calendar  days.  Life  Company  will
          assume that a Contract  will be delivered  by  Insurance  Agent to the
          purchaser of such Contract  within five (5) calendar days for purposes
          of determining when to transfer  premiums  initially  allocated to the
          Money Market Account  available under such Contracts to the particular
          investment  options  specified  by such  purchaser.  As a  result,  if
          purchasers  exercise the free-look  provisions  under such  Contracts,
          Broker-Dealer  shall  indemnify  Life Company for any loss incurred by
          Life Company that results from  Insurance  Agent's  failure to deliver
          such  Contracts to the  purchasers  within the  contemplated  five (5)
          calendar day period.

     (f)  In  the  event  that   Premiums  are  sent  to   Insurance   Agent  or
          Broker-Dealer,  rather than to the Service Center, Insurance Agent and
          Broker-Dealer shall promptly (and in any event, not later than two (2)
          business  days)  remit such  Premiums  to Life  Company at the Service
          Center.  Insurance  Agent and  Broker-Dealer  acknowledge  that if any
          Premium is held at any time by either of them,  such Premium  shall be
          held on behalf of the customer,  and Insurance Agent or  Broker-Dealer
          shall segregate such Premium from their own funds and promptly (and in
          any event,  within two (2)  business  days) remit such Premium to Life
          Company.  All such  Premiums,  whether by check,  money order or wire,
          shall at all times be the property of Life Company.

     (g)  Neither Broker-Dealer nor Insurance Agent, nor any of their directors,
          partners, officers, employees, registered persons, associated persons,
          agents or affiliated  persons, in connection with the offer or sale of
          the Contracts,  shall give any information or make any representations
          or  statements,   written  or  oral,  concerning  the  Contracts,  the
          underlying   funds  or  fund  Shares,   other  than   information   or
          representations   contained  in  the   Prospectuses,   statements   of
          additional information and Registration  Statements for the Contracts,
          or a fund prospectus,  or in reports or proxy statements therefore, or
          in  promotional,  sales or advertising  material or other  information
          supplied and approved in writing by Distributor and Life Company.

     (h)  Broker-Dealer  and  Insurance  Agent  shall not use or  implement  any
          promotional,  sales or advertising  material relating to the Contracts
          without the prior written approval of Distributor and Life Company.

     (i)  Broker-Dealer  and Insurance Agent shall be solely  responsible  under
          applicable tax laws for the reporting of compensation paid to Agents.

     (j)  Broker-Dealer and Insurance Agent each represent that it maintains and
          shall maintain such books and records concerning the activities of the
          Agents as may be  required  by the SEC,  the NASD and any  appropriate
          insurance  regulatory  agencies that have jurisdiction and that may be
          reasonably required by Life Company. Broker-Dealer and Insurance Agent
          shall make such  books and  records  available  to Life  Company  upon
          written request.

     (k)  Broker-Dealer  and  Insurance  Agent  shall  promptly  furnish to Life
          Company or its authorized  agent any reports and information that Life
          Company  may  reasonably  request  for the  purpose  of  meeting  Life
          Company's   reporting  and  record  keeping   requirements  under  the
          insurance laws of any state,  under any  applicable  federal and state
          securities laws, rules and regulations, and the rules of the NASD.

     (l)  Broker-Dealer  shall  secure and maintain a fidelity  bond  (including
          coverage for larceny and embezzlement),  issued by a reputable bonding
          company, covering all of its directors, officers, agents and employees
          who have  access to funds of  Insurance  Company.  This bond  shall be
          maintained  at   Broker-Dealer's   expense  in  at  least  the  amount
          prescribed by the NASD rules. Broker-Dealer shall upon request provide
          Distributor with a copy of said bond.  Broker-Dealer shall also secure
          and maintain errors and omissions insurance  acceptable to Distributor
          and covering Broker-Dealer,  Insurance Agent and Agents. Broker-Dealer
          hereby assigns any proceeds  received from a fidelity bonding company,
          errors and omissions or other  liability  coverage,  to Distributor or
          Life  Company as their  interests  may appear,  to the extent of their
          loss due to activities  covered by the bond, policy or other liability
          coverage.  If  there  is  any  deficiency  amount,  whether  due  to a
          deductible or otherwise,  Broker-Dealer shall promptly pay such amount
          on  demand.   Broker-Dealer  hereby  indemnifies  and  holds  harmless
          Distributor  or Life  Company  from any such  deficiency  and from the
          costs of collection thereof, including reasonable attorneys' fees.

5.   SALES MATERIALS

     (a)  During the term of this  Agreement,  Distributor and Life Company will
          provide  Broker-Dealer  and Insurance Agent,  without charge,  with as
          many copies of  Prospectuses  (and any supplements  thereto),  current
          fund  prospectus(es) (and any supplements  thereto),  and applications
          for the Contracts,  as Broker-Dealer or Insurance Agent may reasonably
          request.  Upon  termination  of  this  Agreement,   Broker-Dealer  and
          Insurance Agent will promptly return to Distributor any  Prospectuses,
          applications,  fund  prospectuses,  and other  materials  and supplies
          furnished by Distributor or Life Company to  Broker-Dealer,  Insurance
          Agent or the Agents.

     (b)  During the term of this Agreement, Distributor will be responsible for
          providing  and  approving  all  promotional,   sales  and  advertising
          material to be used by Broker-Dealer and Insurance Agent.  Distributor
          will file such materials or will cause such materials to be filed with
          the SEC,  the  NASD,  and/or  with  any  state  securities  regulatory
          authorities, as appropriate.

6.   COMMISSION AGREEMENT

     (a)  During the term of this Agreement,  Distributor and Life Company shall
          pay to Broker-Dealer  or Insurance  Agent, as applicable,  commissions
          and fees set forth in  Schedule 1 to this  Agreement.  The  payment of
          such commissions and fees shall be subject to the terms and conditions
          of this  Agreement  and those set forth on  Schedule  1.  Schedule  1,
          including  the  commissions  and fees  therein,  may be amended at any
          time, in any manner,  and without prior notice, by Distributor or Life
          Company. Any amendment to Schedule 1will be applicable to any Contract
          for which any application or Premium is received by the Service Center
          on or  after  the  effective  date of such  amendment.  However,  Life
          Company  reserves  the right to amend such  Schedule  with  respect to
          subsequent  premiums  and renewal  commissions  and the right to amend
          such Schedule  pursuant to this subsection  even after  termination of
          this  Agreement.  Compensation  with respect to any Contract  shall be
          paid to  Insurance  Agent only for so long as  Insurance  Agent is the
          agent-of-record   and  maintains   compliance  with  applicable  state
          insurance laws and only while this Agreement is in effect.


     (b)  No  compensation  shall be payable,  and  Broker-Dealer  and Insurance
          Agent  agree  to  reimburse  Distributor  and  Life  Company  for  any
          compensation that may have been paid to Broker-Dealer, Insurance Agent
          or  any  Agents  in any of the  following  situations:  (i)  Insurance
          Company, in its sole discretion,  determines not to issue the Contract
          applied for;  (ii)  Insurance  Company  refunds the premiums  upon the
          applicant's  surrender  or  withdrawal  pursuant  to  any  "free-look"
          provision;  (iii)  Insurance  Company  refunds  the  premiums  paid by
          applicant  as a result of a complaint  by  applicant;  (iv)  Insurance
          Company  determines  that any person  soliciting an application who is
          required  to be  licensed  or any other  person  or  entity  receiving
          compensation for soliciting applications or premiums for the Contracts
          is not or was not duly  licensed  as an  insurance  agent;  or (v) any
          other situation listed on Schedule 1.

     (c)  Agents  shall  have no  interest  in this  Agreement  or  right to any
          commissions  to be paid by  Distributor  or Life  Company to Insurance
          Agent.  Insurance Agent shall be solely responsible for the payment of
          any commission or consideration of any kind to Agents. Insurance Agent
          shall  have no right to  withhold  or deduct any  commission  from any
          Premiums in respect of the  Contract  which it may collect  unless and
          only to the extent  that Life  Company  agrees in  writing,  to permit
          Insurance Agent to net its  commissions  against  Premiums  collected.
          Insurance  Agent shall have no interest  in any  compensation  paid by
          Life Company to  Distributor or any  affiliate,  now or hereafter,  in
          connection with the sale of any Contracts hereunder.

7.   TERM AND TERMINATION

This  Agreement  may not be  assigned  except by written  consent of the parties
hereto and shall continue for an indefinite term,  subject to the termination by
any party  hereto  upon  thirty (30) days  advance  written  notice to the other
parties.  This Agreement  shall  automatically  terminate upon its breach by any
party hereto,  or in the event the Distributor or  Broker-Dealer  ceases to be a
registered broker-dealer,  a member of the NASD, or Insurance Agent ceases to be
properly  licensed or upon the filing by any party hereto for  protection  under
any state or federal bankruptcy, insolvency or similar law.

8.   COMPLAINTS AND INVESTIGATIONS

     (a)  Distributor,  Life Company,  Broker-Dealer  and Insurance  Agent shall
          cooperate  fully  in  any  insurance   regulatory   investigation   or
          proceeding  or  judicial  proceeding  arising in  connection  with the
          Contracts  marketed under this  Agreement.  In addition,  Distributor,
          Life Company,  Broker-Dealer and Insurance Agent shall cooperate fully
          in any securities  regulatory  investigation or proceeding or judicial
          proceeding   with  respect  to   Distributor,   Broker-Dealer,   their
          Affiliates and their agents, to the extent that such  investigation or
          proceeding  relates to the Contracts  marketed  under this  Agreement.
          Without limiting the foregoing:

          (i)  Broker-Dealer  and Insurance  Agent will be notified  promptly of
               any customer complaint or notice of any regulatory  investigation
               or proceeding or judicial  proceeding  received by Distributor or
               Life Company  with respect to Insurance  Agent or any Agent which
               may affect  the  issuance  of any  Contract  marketed  under this
               Agreement.

          (ii) Broker-Dealer   and   Insurance   Agent  will   promptly   notify
               Distributor and Life Company of any written customer complaint or
               notice of any regulatory  investigation or proceeding or judicial
               proceeding  received by Broker-Dealer or Insurance Agent or their
               Affiliates with respect to themselves,  their Affiliates,  or any
               Agent  in  connection  with  any  Contract  marketed  under  this
               Agreement or any activity in connection with any such Contract.

In the case of a customer complaint,  Distributor,  Life Company,  Broker-Dealer
and  Insurance  Agent will  cooperate in  investigating  such  complaint and any
response by  Broker-Dealer  or Insurance Agent to such complaint will be sent to
Distributor  and Life Company for approval not less than five (5) business  days
prior to its being sent to the customer or regulatory authority,  except that if
a more prompt response is required,  the proposed response shall be communicated
by telephone or facsimile.

     (b)  The provisions of this Section 8 shall remain in full force and effect
          regardless of any termination of this Agreement.

9.   MODIFICATION OF AGREEMENT

     This  Agreement  supersedes all prior  agreements,  either oral or written,
     between the parties relating to the Contracts, and except for any amendment
     of Schedule 1 pursuant to the terms of the  Agreement,  may not be modified
     in any way unless by written agreement signed by all of the parties to this
     Agreement.

10.  INDEMNIFICATION

     (a)  Broker-Dealer  and  Insurance  Agent,  jointly  and  severally,  shall
          indemnify  and hold  harmless  Distributor  and Life  Company and each
          person who controls or is associated with  Distributor or Life Company
          within the meaning of such terms under the  federal  securities  laws,
          and any officer, director, employee or agent of the foregoing, against
          any and all losses, claims,  damages or liabilities,  joint or several
          (including  any  investigative,  legal and other  expenses  reasonably
          incurred  in  connection  with,  and any  reasonable  amounts  paid in
          settlement of, any action,  suit or proceeding or any claim asserted),
          to which they or any of them may become  subject  under any statute or
          regulation,  at  common  law or  otherwise,  insofar  as such  losses,
          claims,  damages  or  liabilities  arise out of or are based  upon any
          actual or alleged:

          (i)  violation(s)  by  Broker-Dealer,  Insurance  Agent or an Agent of
               federal or state securities law or regulations,  insurance law or
               regulation(s), or any rule or requirement of the NASD;

          (ii) unauthorized  use of sales or advertising  material,  any oral or
               written  misrepresentations,  or  any  unlawful  sales  practices
               concerning the Contracts, by Broker-Dealer, Insurance Agent or an
               Agent;

          (iii)claims  by the  Agents  or other  agents  or  representatives  of
               Insurance  Agent  or  Broker-Dealer   for  commissions  or  other
               compensation or remuneration of any type;

          (iv) any failure on the part of Broker-Dealer,  Insurance Agent, or an
               Agent to submit Premiums or  applications to Life Company,  or to
               submit the correct amount of a Premium,  on a timely basis and in
               accordance with this Agreement;

          (v)  any failure on the part of Broker-Dealer,  Insurance Agent, or an
               Agent to  deliver  Contracts  to  purchasers  thereof on a timely
               basis as set forth in Section 4(e) of this Agreement; or

          (vi) a breach by  Broker-Dealer or Insurance Agent of any provision of
               this Agreement.

This  indemnification  will be in addition to any liability which  Broker-Dealer
and Insurance Agent may otherwise have.


     (b)  Distributor and Life Company,  jointly and severally,  shall indemnify
          and hold harmless  Broker-Dealer  and Insurance  Agent and each person
          who controls or is associated  with  Broker-Dealer  or Insurance Agent
          within the meaning of such terms under the  federal  securities  laws,
          and any officer, director, employee or agent of the foregoing, against
          any and all losses, claims,  damages or liabilities,  joint or several
          (including  any  investigative,  legal and other  expenses  reasonably
          incurred  in  connection  with,  and any  reasonable  amounts  paid in
          settlement of, any action,  suit or proceeding or any claim asserted),
          to which they or any of them may become  subject  under any statute or
          regulation,  at  common  law or  otherwise,  insofar  as such  losses,
          claims, damages or liabilities arise out of or are based upon a breach
          by  Distributor  or Life Company of any  provision of this  Agreement.
          This  indemnification  will  be in  addition  to any  liability  which
          Distributor and Life Company may otherwise have.

     (c)  After  receipt by a party  entitled to  indemnification  ("indemnified
          party")  under this  Section 10 of notice of the  commencement  of any
          action, if a claim in respect thereof is to be made against any person
          obligated   to  provide   indemnification   under   this   Section  10
          ("indemnifying   party"),  such  indemnified  party  will  notify  the
          indemnifying  party in writing of the commencement  thereof as soon as
          practicable  thereafter,  provided  that the omission to so notify the
          indemnifying  party will not relieve it from any liability  under this
          Section  10,  except to the  extent  that the  omission  results  in a
          failure  of  actual  notice  to  the   indemnifying   party  and  such
          indemnifying  party is damaged as a result of the failure to give such
          notice.  The indemnifying party will be entitled to participate in the
          defense  of the  indemnified  party  but such  participation  will not
          relieve such  indemnifying  party of the  obligation  to reimburse the
          indemnified  party for reasonable legal and other expenses incurred by
          such   indemnified   party  in  defending   himself  or  itself.   The
          indemnification  provisions  contained in this Section 10 shall remain
          operative in full force and effect,  regardless of any  termination of
          this Agreement.  A successor by law of Distributor,  Life Company,  as
          the  case  may  be,   shall  be  entitled  to  the   benefits  of  the
          indemnification provisions contained in this Section 10.

11.  RIGHTS, REMEDIES, ETC. ARE CUMULATIVE

The rights,  remedies and obligations contained in this Agreement are cumulative
and are in addition to any and all rights,  remedies and obligations,  at law or
in equity,  which the  parties  hereto are  entitled  to under state and federal
laws.  Failure of either party to insist upon strict  compliance with any of the
conditions  of this  Agreement  shall not be construed as a waiver of any of the
conditions, but the same shall remain in full force and effect. No waiver of any
of the provisions of this Agreement  shall be deemed,  nor shall  constitute,  a
waiver of any other  provisions,  whether or not  similar,  nor shall any waiver
constitute a continuing waiver.

12.  NOTICES

All notices hereunder are to be made in writing and shall be given:

<TABLE>
<CAPTION>
<S>                                                       <C>
     IF TO DISTRIBUTOR, TO:                               IF TO LIFE COMPANY, TO:

     Cova Life Sales Company                              Cova Financial Services Lifes Insurance Company
     Attention:  Patricia E. Gubbe, President             Attention:  Norma J. Naselli, Assistant Vice President
     One Tower Lane                                       One Tower Lane
     Suite 3000                                           Suite 3000
     Oakbrook Terrace, Illinois  60181-4644               Oakbrook Terrace, Illinois  60181-4644
</TABLE>


         IF TO BROKER-DEALER, TO:                    IF TO INSURANCE AGENT, TO:
         [BROKER-DEALER]                             [INSURANCE AGENT]
         [ADDRESS]                                   [ADDRESS]
         [CITY,STATE,ZIP]                            [CITY,STATE,ZIP]


         or such other address as such party may  hereafter  specify in writing.
         Each such notice to a party shall be either hand delivered, transmitted
         by  registered  or  certified  United  States mail with return  receipt
         requested or by express courier, and shall be effective upon delivery.

13.  INTERPRETATION, JURISDICTION, ETC.

     This Agreement  constitutes the whole agreement  between the parties hereto
     with respect to the subject matter hereof, and supersedes all prior oral or
     written understandings, agreements or negotiations between the parties with
     respect to the subject matter  hereof.  No prior writings by or between the
     parties  hereto with respect to the subject  matter hereof shall be used by
     either party in connection with the interpretation of any provision of this
     Agreement. This Agreement shall be construed and its provisions interpreted
     under and in  accordance  with the  internal  laws of the State of Illinois
     without giving effect to principles of conflict of laws.

14.  ARBITRATION

     Any controversy or claim arising out of or relating to this  Agreement,  or
     the breach hereof,  shall be settled by arbitration in accordance  with the
     Commercial Arbitration Rules of the American Arbitration  Association,  and
     judgment upon the award rendered by the arbitrator(s) may be entered in any
     court having jurisdiction thereof.

15.  SETOFFS; CHARGEBACKS

     Broker-Dealer  and Insurance  Agent hereby  authorize  Distributor and Life
     Company to set off from all amounts  otherwise payable to Broker-Dealer and
     Insurance Agent all liabilities of Broker-Dealer, Insurance Agent or Agent.
     Broker-Dealer and Insurance Agent shall be jointly and severally liable for
     the payment of all monies due to Distributor  and/or Life Company which may
     arise out of this Agreement or any other agreement  between  Broker-Dealer,
     Insurance Agent and Distributor or Life Company including,  but not limited
     to, any liability  for any  chargebacks  or for any amounts  advanced by or
     otherwise due Distributor or Life Company hereunder. All such amounts shall
     be paid to the  Distributor  and Life  Company  within  thirty (30) days of
     written request therefore. Distributor and Life Company do not waive any of
     its  other  rights  to  pursue  collection  of  any  indebtedness  owed  by
     Broker-Dealer  or  Insurance  Agent or its  Agents to  Distributor  or Life
     Company. In the event Distributor or Life Company initiates legal action to
     collect any indebtedness of  Broker-Dealer,  Insurance Agent or its Agents,
     Broker-Dealer  and Insurance  Agent shall  reimburse  Distributor  and Life
     Company for reasonable attorney fees and expenses in connection  therewith.
     This  provision  shall  remain in full force and effect  regardless  of any
     termination of this Agreement.

16.  HEADINGS

     The headings in this  Agreement are included for  convenience  of reference
     only and in no way  define or  delineate  any of the  provisions  hereof or
     otherwise affect their construction or effect.

17.  COUNTERPARTS

     This Agreement may be executed in two or more  counterparts,  each of which
     taken together shall constitute one and the same instrument.

18.  SEVERABILITY

     This is a  severable  Agreement.  In the event that any  provision  of this
     Agreement  would  require a party to take action  prohibited  by applicable
     federal or state law or  prohibit a party from  taking  action  required by
     applicable  federal or state law,  then it is the  intention of the parties
     hereto that such provision shall be enforced to the extent  permitted under
     the law, and, in any event,  that all other  provisions  of this  Agreement
     shall remain valid and duly  enforceable  as if the  provision at issue had
     never been part hereof.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the day and year first above written.

                                                COVA FINANCIAL SERVICES
                                                 LIFE INSURANCE COMPANY
                                                      Life Company

                    By:      __________________________________________
                                                   Norma J. Naselli
                                      Assistant Vice President & Director
                                                  Agency Contracting


                                            COVA LIFE SALES COMPANY
                                                       Distributor

                    By:      __________________________________________
                                                  Patricia E. Gubbe
                                                       President



                                                     Broker-Dealer

                    By:      __________________________________________
                                                      Signature

                             ___________________________________________
                                                      Print Name

                             ___________________________________________
                                                        Title


                                                   Insurance Agent

                    By:      __________________________________________
                                                      Signature

                             _______________________________________________
                                                      Print Name

                            _____________________________________________
                                                        Title



                                                                      Schedule 1
                                                                        Standard
                                                         Schedule of Commissions

                               A.G. Edwards & Sons

                        Custom Select and Russell Select
                                    Flex VUL


This  Schedule of  Commissions  is part of the Selling  Agreement or Addendum to
Selling Agreement for the Distribution of Registered  Contracts (if applicable),
and is  subject to the terms and  conditions  of these  Agreements.  In no event
shall  the  Distributor  or  Life  Company  be  liable  for the  payment  of any
commission with respect to any  solicitation  made, in whole, or in part, by any
person not  appropriately  licensed and registered  prior to the commencement of
such solicitation.


            Year One:      90.00% of payments up to target payment

                           4.00% of payments on excess above target


            Renewal:       5.00% of payments (years 2 thru 10)

                           2.00%  of payments (years 11+)


            Trail:         .25% paid on an annual basis,  13 months
                           from policy issue and every contract year thereafter.

            Issue Ages:    Single Life     Ages 0 - 85
                           Joint Life      Ages 0 - 90

1.   In the event that the  Distributor  or Life  Company  refunds any  purchase
     payment for any reason during the year  following a purchase  payment,  the
     Broker-Dealer  and Insurance  Agent agree to return to the  Distributor  or
     Life Company or, in the absence of such  return,  the  Distributor  or Life
     Company will charge back to the  recipient of the  commission,  one hundred
     percent (100%) of the commission if the refund takes place within the first
     six (6) months of receipt of the purchase payment or fifty percent (50%) of
     the  commission  if the refund takes place within the second six (6) months
     after receipt of the purchase payment.


2.   In the event that we are not notified of the death of a  policyowner  prior
     to a trail  commission  being paid, we reserve the right to charge back one
     hundred percent (100%) of the trail commission at any time.


3.   Contracts  in a pending  death  claim  status  are not  eligible  for trail
     commissions.


4.   In the event a contract is transferred from one Insurance Agent to another,
     and the contract is surrendered during a charge back period, the commission
     chargeback is assessed to the Insurance Agent who was paid the commission.

5.   Contracts transferred from a Cova Single Premium Whole Life contract to the
     Cova Flexible  Premium  Variable Life (after the surrender  charge  period)
     will be paid the full first-year commission (plus trail, if applicable).

Policy Form Series:

                    Single Life                  Joint Life and Last Survivor
                    CLP001 (5/99)                CLP002 (5/99)
                    CCP00104 (5/99)              CCP00204 (5/99)

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

October 20, 1999

Board of Directors
Cova Financial Services Life
   Insurance Company
One Tower Lane
Suite 3000
Oakbrook Terrace, IL 60181-4644

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

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

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

We are of the following opinions:

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

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

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

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

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

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


To the United States Securities and Exchange Commission:

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

It is my professional opinion that:

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

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

     3.   The information  contained in the examples set forth in the section of
          the prospectus  entitled "Death  Benefits" is based on the assumptions
          stated in the examples,  and is consistent  with the provisions of the
          Policy.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement  and  to  the  use of my  name  under  the  heading  "Experts"  in the
prospectus.



/s/KATHRYN T. DOWDELL
- -------------------------------------------
Kathryn T. Dowdell, FSA, MAAA
Senior Product Actuary - Product Compliance
General American Life Insurance Company

Consent of Independent Auditors


The Board of Directors
Cova Financial Services Life Insurance Company

We consent to the use of our reports on the consolidated financial statements of
Cova Financial Services Life Insurance Company and subsidiaries (the Company)
dated March 4, 1999, and on the financial statements of the sub-accounts of Cova
Variable Life Account One dated March 1, 1999, and to the reference to our firm
under the heading "Experts" in the Statement of Additional Information in the
Pre-Effective Amendment No. 1 to the Registration Statement (Form S-6, No.
333-83165) of Cova Variable Life Account One.

                                                         /s/KPMG LLP
                                                          KPMG LLP


Chicago, Illinois
October 21, 1999


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