COVA VARIABLE LIFE ACCOUNT FIVE
S-6EL24, 1997-10-09
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                                                Registration  No.  333-
 -----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-6

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

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

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

C.  573 Anton Boulevard
    Costa Mesa, California 92626
    (Complete  address  of  depositor's  principal  executive  offices)

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

    Copies  to:

    Judith A. Hasenauer                and Frances S. Cook
    Blazzard, Grodd & Hasenauer, P.C.      First Vice President and
    P.O. Box 5108                          Associate Counsel
    Westport, CT 06881                     Cova Financial Life Insurance
    (203) 226-7866                         Company
                                           One Tower Lane, Suite 3000
                                           Oakbrook Terrace, IL 60181-4644

E.  Modified  Single  Premium  Variable  Life  Insurance  Policies
    (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


           THE MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                                    ISSUED BY

                         COVA VARIABLE LIFE ACCOUNT FIVE

                                       AND

                      COVA FINANCIAL LIFE INSURANCE COMPANY

This prospectus describes the Modified Single Premium Variable Life Insurance
Policy (Policy) offered by Cova Financial  Life Insurance Company (Cova).

The  Policy has been designed to be used for estate and  retirement  planning
and other insurance needs of individuals.

The Policy  offers you twelve  (12)  investment  portfolios  listed  below.  The
investment  portfolios  are part of Cova Series Trust,  Lord Abbett Series Fund,
Inc. and General American Capital Company.  When you buy a Policy,  you bear the
complete  investment risk. Your Account Value and, under certain  circumstances,
the death  benefit  under the Policy may increase or decrease or the duration of
the  death  benefit  may vary  depending  on the  investment  experience  of the
investment portfolio(s) you select.

<TABLE>
<CAPTION>
<S>                                                   <C>
COVA SERIES TRUST                                     
     Managed by J.P. Morgan                           
     Investment Management Inc.                       
          Select Equity
          Small Cap Stock                              GENERAL AMERICAN CAPITAL COMPANY
          Large Cap Stock                                   Managed by Conning Asset Management
          International Equity                              Company
          Quality Bond                                           Money Market
     Managed by Lord, Abbett & Co.
          Bond Debenture
          Growth and Income
          Mid-Cap Value
          Large Cap Research
          Developing Growth
          Lord Abbett Growth and Income  
         
</TABLE>

Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It contains  important  information  about the Cova Modified  Single
Premium Variable Life Insurance Policy.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE PRODUCTS  DESCRIBED  HEREIN ARE NOT DEPOSITS OF, OR  GUARANTEED BY ANY BANK,
NOR INSURED BY THE FEDERAL DEPOSIT  INSURANCE  CORPORATION,  THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY,  AND ARE SUBJECT TO INVESTMENT  RISKS,  INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

_____ __, 1997 

                                TABLE OF CONTENTS

                                                                          PAGE
SPECIAL TERMS

SUMMARY

PART I

         1. THE VARIABLE LIFE INSURANCE POLICY
         2. PURCHASES
                  PREMIUMS
                  APPLICATION FOR A POLICY
                  ALLOCATION OF PREMIUMS
                  GRACE PERIOD
                  ACCUMULATION UNIT VALUES
         3. INVESTMENT OPTIONS
                  COVA SERIES TRUST
                  LORD ABBETT SERIES FUND, INC.
                  GENERAL AMERICAN CAPITAL COMPANY
                  TRANSFERS
                  DOLLAR COST AVERAGING PROGRAM
                  AUTOMATIC REBALANCING PROGRAM
                  APPROVED ASSET ALLOCATION PROGRAM
                  SUBSTITUTION
         4. EXPENSES
                  INSURANCE CHARGES
                           MORTALITY AND EXPENSE RISK CHARGE
                           ADMINISTRATIVE CHARGE
                           TAX EXPENSE CHARGE
                           COST OF INSURANCE CHARGE
                  ANNUAL POLICY MAINTENANCE FEE
                  ANNUAL WITHDRAWAL AMOUNT
                  SURRENDER CHARGE
                  NURSING HOME WAIVER
                  DEFERRED PREMIUM TAX CHARGE
                  TRANSFER FEE
                  TAXES
                  INVESTMENT PORTFOLIO EXPENSES
         5. DEATH BENEFIT
                  ACCELERATED DEATH BENEFIT
                  JOINT LIVES
         6. TAXES
                  LIFE INSURANCE IN GENERAL
                  TAKING MONEY OUT OF YOUR POLICY
                  DIVERSIFICATION
         7. ACCESS TO YOUR MONEY
                  LOANS
                           LOAN AMOUNT
                           LOAN ACCOUNT
                           LOAN INTEREST
                           INTEREST CREDITED
                           PREFERRED LOAN
                           EFFECT OF LOAN
                           LOAN REPAYMENTS
                  TOTAL SURRENDER
                  PARTIAL SURRENDERS
                  TERMINATION OF THE POLICY
                  REINSTATEMENT
         8. OTHER INFORMATION
                  COVA
                  THE SEPARATE ACCOUNT
                  DISTRIBUTOR
                  SUSPENSION OF PAYMENTS OR TRANSFERS
                  OWNERSHIP
                           OWNER
                           JOINT OWNER
                           BENEFICIARY
                           ASSIGNMENT
PART II

         THE COMPANY
         VOTING
                  DISREGARD OF VOTING INSTRUCTIONS
         THE SEPARATE ACCOUNT
         LEGAL OPINIONS
         REDUCTION OR ELIMINATION OF SURRENDER CHARGE
         MISSTATEMENT OF AGE OR SEX
         COVA'S RIGHT TO CONTEST
         SETTLEMENT OPTIONS
         TAX STATUS
                  INTRODUCTION
                  DIVERSIFICATION
                  TAX TREATMENT OF THE POLICY
                  POLICY PROCEEDS
                  JOINT LIVES
                  TAX TREATMENT OF LOANS AND SURRENDERS
                  MULTIPLE POLICIES
                  TAX TREATMENT OF ASSIGNMENTS
                  QUALIFIED PLANS
         INCOME TAX WITHHOLDING
         REPORTS TO OWNERS
         LEGAL PROCEEDINGS
         EXPERTS
         FINANCIAL STATEMENTS

APPENDIX A
         ILLUSTRATION OF POLICY VALUES



                                  SPECIAL TERMS

We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the Policy, however,  certain technical words or
terms are  unavoidable.  We have  identified  some of those words or terms.  For
several of these terms we have  provided a  definition.  For the  remainder,  we
believe that you will find an adequate  discussion in the text. For those terms,
we have  identified  them in the  text in  italic  and the page  number  that is
indicated  here is where we believe you will find the best  explanation  for the
word or term.

ACCOUNT  VALUE - The total value of your  policy.  It is equal to the sum of the
Policy  values  allocated to the  investment  portfolios  and the Policy  values
allocated to the Loan Account.

ACCUMULATION UNIT - An accounting unit used to calculate Policy values when they
are allocated to the investment portfolios.

CASH VALUE - Your Policy's  account value less any Surrender Charge and less any
deferred premium tax charge and less any policy maintenance fee.

CASH SURRENDER VALUE - Your Policy's cash value less any  outstanding  loans and
accrued loan interest.

COVERAGE AMOUNT - The coverage amount is used to determine the cost of insurance
charges. It is the difference between the death benefit and the account value.

FACE AMOUNT - The amount of coverage that you have chosen  (unless later reduced
by a partial surrender) and which will be used to determine the death benefit.

MAXIMUM  PREMIUM  LIMIT - This is the maximum  amount of premium  that Cova will
accept  under a Policy.  We can also  refer to this as MPL.  Cova's MPL has been
designed not to exceed the maximum  premium  allowed under the Internal  Revenue
Code for a specified face amount of Insurance for a given age.

POLICY DATE, POLICY  ANNIVERSARY,  POLICY YEAR - The Policy Date is the day your
premium was initially invested in the Money Market Portfolio which may be before
we actually issue the Policy. It is the date from which Policy Anniversaries and
Policy Years are determined.

                                                                          PAGE

Annual Withdrawal Amount
Beneficiary
Business Day
Death Benefit
Insured
Investment Portfolio
Issue Date
Joint Owner
Loan Account
Monthly Deduction
Owner
Net Death Benefit or Death Proceeds
Premium
Processing Date
Right to Examine Period
Surrender Charge


                                     SUMMARY

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

1. THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance  policy  offered by Cova is a contract  between you,
the owner, and Cova, an insurance company.

The  Policy  provides  for the  payment  of  death  proceeds  to  your  selected
beneficiary  upon the death of the insured  which are free from  federal  income
taxes.  The Policy can be used as part of your  estate  planning  or to save for
retirement.  The insured is the person  whose life is insured  under the Policy.
The insured can be the same as the owner but does not have to be.

You can choose among  twelve (12) investment portfolios which are listed 
in Item 3. The investment portfolios are the investment options available under
the Policy. You can allocate your unloaned account value to any or all of the  
investment portfolios. You can transfer between investment portfolios up to 12 
times a year without charge and without being taxed.  If you make more than 12 
transfers in a year, we will charge $25 or 2% of the amount transferred, 
whichever is less.  While  the  Policy  is  in  force, the account value And, 
under  certain circumstances,  the death benefit, will vary, up or down, or the
duration of the death  benefit  may  vary  with the  investment performance of
the  investment portfolios you choose. You are not taxed on the earnings until
you surrender or borrow from your Policy.

2. PURCHASES


You can buy the Policy with a single premium and, under certain conditions,  you
can make additional premiums.  Your registered  representative can help you fill
out the proper forms.  The minimum  initial  premium we will accept is generally
$10,000.  There is no minimum  required for additional  premiums.  However,  the
total of all premiums  paid will be limited to that which is required to qualify
the Policy as life insurance  under the Internal  Revenue Code. We call this the
Maximum  Premium  Limit.  We may also require  additional  information.  In some
circumstances, the insured may be required to provide us with medical records or
a complete paramedical examination.

3. INVESTMENT OPTIONS

You can put your money in any or all of these  investment  portfolios  which are
described in the prospectuses for the funds:

MANAGED BY J.P. MORGAN INVESTMENT MANAGEMENT INC.
     Select Equity
     Small Cap Stock
     Large Cap Stock
     International Equity
     Quality Bond

MANAGED BY LORD, ABBETT & CO.
     
     Bond Debenture
     Growth and Income
     Mid-Cap Value
     Large Cap Research
     Developing Growth
     Lord Abbett Growth and Income 

MANAGED BY CONNING ASSET MANAGEMENT COMPANY
     Money Market

Depending  upon  market  conditions,  you can make or lose money in any of these
portfolios.

4. EXPENSES

The Policy has both insurance  features and investment  features,  and there are
costs related to each that reduce the return on your investment.

Each year Cova deducts a $30 policy maintenance fee from your Policy.  Cova will
not deduct this charge if the account  value of your Policy is at least  $50,000
at the time the  deduction  is to be made.  If you make a complete  surrender of
your Policy,  the policy  maintenance  fee will be deducted,  regardless of your
account value at that time.

Cova also deducts insurance charges on a monthly basis. For the first ten years,
the total charges are equal,  on an annual basis,  to 1.70% of the value of your
Policy,  with 1/12 of that amount  charged  monthly.  After the tenth year,  the
total for insurance charges is 1.15% annually,  with 1/12 of that amount charged
monthly.

Each month Cova will also  deduct an  additional  insurance  charge to cover the
cost of  insurance.  This  charge  will  depend  upon  the sex,  age and  rating
classification  of the insured and whether your initial  premium was 100% of the
Maximum Premium Limit.

There  are also daily  investment  charges  which apply to the average  daily
value of the  investment  portfolio  and  vary  depending  upon  the  investment
portfolio. These annual charges range from .205% to 1.10%.

If you take out  more  than the  annual  withdrawal  amount,  Cova may  assess a
surrender charge which ranges from 7.5% of the premium  surrendered in the first
year to 0% in the tenth year.  Each year you may  withdraw up to that sum of the
excess of your account value over  premiums paid which have not been  previously
surrendered;  plus 10% of premiums without  incurring this surrender  charge. We
call this amount the annual withdrawal amount. If you take your money out before
the tenth year, Cova will assess a deferred premium tax charge which ranges from
2.25% of premium  surrendered  in the first year to 0% in the tenth year.  After
the tenth year there is no surrender charge or deferred premium  tax when
you withdraw your money.

Your Policy could lapse if your Cash Surrender  Value is  insufficient  to cover
any charges due.

5.  DEATH BENEFIT/DEATH PROCEEDS

The Policy provides for a Face Amount of insurance. The actual amount payable to
your  beneficiary is the death benefit less any loans plus accrued loan interest
under the  Policy.  This  amount is called  the death  proceeds.  It may also be
called the net death benefit.

The  death  benefit  will be the  greater  of (1) your  Face  Amount or (2) your
Account Value multiplied by a specified percentage. These percentages vary by
the age of the insured and are shown in your  Policy.  Therefore,  increases  in
your Account Value may increase the death  benefit.  However,  because the death
benefit  will never be less than the Face Amount (so long as the Policy  remains
in force) a decrease in account value may decrease the death benefit,  but never
below the Face Amount.  Also, a partial surrender will reduce the Face Amount in
the same proportion as the Account Value was reduced.

All or part of the death proceeds may be paid in a lump sum or applied under one
of the Settlement Options contained in the Policy.

The Policy is offered on a single life or on a "joint life" basis.  Under "joint
life" coverage, death proceeds are paid after the second insured's death.

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 a designated an irrevocable beneficiary. The
beneficiary does not have to be a natural person.


6. TAXES

Your earnings are not taxed until you take them out. In most cases,  your Policy
will be a modified  endowment  contract  unless it was  exchanged for a contract
issued before June 21, 1988. Money taken out of a modified endowment contract is
considered to come from earnings first and is taxed as income.  Also, if you are
younger  than 59 1/2 when you take money out,  you may be charged a 10%  federal
tax  penalty  on the  earnings  withdrawn.  Death  proceeds  are  paid  to  your
beneficiary tax free.

7. ACCESS TO YOUR MONEY

Under the Policy you have  access to a portion of your  Account  Value  equal to
earnings  without charge.  You may also withdraw up to 10% of premium each year,
without incurring the Surrender Charge. Premiums withdrawn in excess of this 10%
will incur a Surrender  Charge  during the first 10 years.  However,  a Deferred
Premium Tax Charge will be assessed on all premiums surrendered during the first
ten years. The minimum partial surrender that you can make is $500. You can also
borrow some of your Cash Value. The minimum loan amount is $500.

8. OTHER INFORMATION

RIGHT TO EXAMINE

If you cancel  your  Policy  within ten days after you  receive it (or  whatever
period is required in your state),  we will return to you the greater of (1) the
premium(s)  you  paid or (2) your  Account  Value  on the day we,  or the  agent
through whom it was purchased,  received the returned  Policy.  Until the end of
the time you are allowed to examine your Policy (10 days or the required  period
in your  state) plus five days,  your  premium  will remain in the Money  Market
Portfolio. After that, we will invest your Account Value as you requested.

WHO SHOULD PURCHASE THE POLICY?

The Policy is designed for an individual who wants:

     --  to create or conserve his/her estate;
     --  to supplement retirement income; and
     --  to retain access to cash through loans and surrenders.

If you  currently  own a  variable  life  insurance  policy  on the  life of the
insured,  you should consider whether the purchase of the Policy is appropriate.
Also, you should carefully consider whether the Policy should be used to replace
an existing Policy on the life of an insured.

Cova will not issue a Policy on insureds older than 90.

ADDITIONAL FEATURES

     --  You  can  arrange  to have a regular  amount of money  automatically
invested in selected investment portfolios each month,  theoretically giving you
a lower  average  cost per unit over time than a single one time  purchase.  The
amount you  selected  will be placed in the Money Market  Portfolio  and will be
transferred to the selected investment  portfolios monthly. We call this feature
Dollar Cost Averaging. There is no additional charge for this feature.

     -- You can arrange to automatically readjust your unloaned account value
between investment portfolios periodically to keep the allocation you select. We
call this feature Automatic Rebalancing.  There is no additional charge for this
feature.

     -- In the event the  insured  is  terminally  ill,  you can  request  to
receive up to 50% of the death benefit up to a maximum of $500,000.  If you have
selected  the Joint Life  option,  the  provision  will only be available on the
second life after the death of the first.  We call this feature the  Accelerated
Death Benefit. There is no additional charge for this feature.

     -- If you or the joint owner are confined in a  qualifying  facility for
90 days or more and if the  confinement  begins after the first policy year, you
can make a full or partial  surrender and we will waive the Surrender Charge. We
call this  feature the Nursing Home Waiver.  There is no  additional  charge for
this feature.

     -- You can  elect to have the  death  benefit  payable  upon the death of a
second person.  This benefit is written on spouses only. We call this option the
Joint Life Option.

These features may not be suitable for your particular situation.

9. INQUIRIES

If you need more information, please contact us at:

     Cova Life Sales Company
     One Tower Lane, Suite 3000
     Oakbrook Terrace, IL 60181

     800-523-1661

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

     Cova Financial Life Insurance Company
     P.O. Box 10366
     Des Moines, IA 50306
     515-243-5834
     800-343-8496


                                     PART I

1. THE VARIABLE LIFE INSURANCE POLICY

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

During the insured's lifetime, you can select among the investment portfolios
offered in the Policy. (There are currently  twelve (12) investment  
portfolios offered. They are listed in Item 3.) You can transfer between them up
to 12 times a year without charge. The Account Value and, under some 
circumstances, the death benefit will go up or down or the duration of the death
benefit may vary depending upon the investment experience of the investment 
portfolio(s) you select.  This gives you the opportunity to capture the upside  
potential of the market. It also means you could lose money.

While  your money  remains in the  Policy,  you pay no current  income  taxes on
earnings or gains. This is called tax-deferred accumulation. It helps your money
grow  faster.  Subject to some  limitations,  you may take money out at any time
through loans or partial  surrenders.  Any money you take out, however, is taxed
as earnings  until all earnings  have been  removed from the Policy.  If you are
younger  than  age 59 1/2  when  you  take  money  out,  you may  also  incur an
additional 10% federal tax penalty.  If you purchased a Policy in exchange for a
policy  issued  prior to June 21,  1988,  different  tax rules may  apply.  (See
Section 6. Taxes.  Part II also  contains more  detailed  information  regarding
taxes.)

Because this is a life insurance policy,  it provides a death benefit,  which is
an amount  greater than your Account  Value.  When the insured  dies,  the death
benefit  (minus  any  loans  and  any  accrued  loan  interest)  is paid to your
beneficiary  free from federal income tax. The tax-free  death benefit  combined
with the ability to use your money while you're  alive,  makes this an excellent
way to  accumulate  money you don't  think  you'll  use in your  lifetime  and a
tax-efficient way to provide for those you leave behind.

2. PURCHASES

PREMIUMS

Premiums  are the monies you give us to buy the Policy.  The minimum  initial
premium we will accept is generally $10,000.  When you apply for the Policy, you
request a specific  amount of insurance.  We call this amount the Face Amount of
the Policy. Your initial premium must be 80%, 90% or 100% of the Maximum Premium
Limit (MPL). The Internal  Revenue Code (Code) has established  certain criteria
which  must be met in order  for a life  insurance  policy  to  qualify  as life
insurance under the Code. The MPL satisfies one of the criteria.  Cova's MPL has
been designed not to exceed the Maximum Premium Limit allowed under the Code for
a specified Face Amount of insurance for a given age.

You can invest  additional  premiums up to the MPL.  However,  if the additional
premium  increases  the amount of  insurance,  we will  require  evidence of the
insurability of the insured. If all of your premiums totaled $1,000,000 or more,
you will need Cova's prior approval  before you add premiums.  If the additional
premium would cause the Policy to fail to meet the criteria  established  by the
Code to qualify as life  insurance,  Cova will send the  premium  back within 60
days of the anniversary of the Policy Date (Policy Anniversary).  The amount and
frequency of  additional  premiums  will affect the Account Value of your Policy
and may affect the amount or duration of your insurance.

APPLICATION FOR A POLICY

In order to  purchase a Policy,  you must  submit an  application  to Cova which
requests some information regarding the proposed insured. In some cases, we will
ask for additional information.  We may request that the insured provide us with
medical records or possibly require other medical tests.

Cova will not issue a Policy if the insured is over age 90.

Cova will review all the  information  it has about the  insured  and  determine
whether or not the insured meets Cova's  standards for issuing the Policy.  This
process is called underwriting.  If the insured meets all of Cova's underwriting
requirements,  we will issue a Policy.  There are several  underwriting  classes
under which the Policy may be issued.

During the underwriting  period, which could be up to 60 days or longer from the
time the  application is signed,  we offer fixed  insurance  called  conditional
insurance. The initial premium must be submitted with the application before the
conditional insurance is provided.  The conditional insurance is effective up to
60 days from when the  application  was signed.  For  applicants  65 or younger,
conditional  insurance  will be for the  lesser  of  $500,000  plus the  initial
premium paid or the amount of insurance  applied for. If the  applicant is 66 or
older, the conditional insurance will be the lesser of $200,000 plus the initial
premium paid or the amount of insurance  applied for. The conditional  insurance
is subject to a number of  restrictions  and is only  applicable if the proposed
insured was an acceptable risk for the insurance applied for.

ALLOCATION OF PREMIUMS

When you  purchase a Policy,  we will  initially  invest your money in the Money
Market  Portfolio.  After 15 days from the issue date (or the period required in
your  state  plus  five  days),  we will  allocate  your  Account  Value  to the
investment  portfolios  as you  requested  in the  application.  All  allocation
directions must be in whole  percentages.  If you make additional  premiums,  we
will  allocate  them in the same way as your  first  premium  unless you tell us
otherwise.

If you change your mind about owning a Policy,  you can cancel it within 10 days
after  receiving  it (or the period  required  in your  state  (Right to Examine
Period)).  When you cancel the Policy  within  this time  period,  Cova will not
assess a Surrender Charge or a deferred  premium tax charge.  Cova will give you
back the greater of your premium payment or your Account Value.

If your application for the Policy is in good order, Cova will invest your first
premium in the Money Market Portfolio two days after it is received, EVEN IF OUR
UNDERWRITING  IS NOT YET COMPLETE  AND THE POLICY IS NOT YET ISSUED.  The day we
invest your premium in the Money Market Portfolio is called the Policy Date. The
money will stay in the Money Market  Portfolio for 15 days after the issue date.
(In some states,  the period may be longer.) At the end of that period,  we will
re-allocate those funds as you selected in the application.

If as a result of underwriting review, Cova does not issue you a Policy, we will
return to you your premium, plus interest required by your state.

If we do  issue a  Policy,  on the  issue  date,  we  will  deduct  the  monthly
deductions for the period from the Policy Date through the next processing date.

GRACE PERIOD

Your  Policy  will  stay in  effect  as long as your  Cash  Surrender  Value  is
sufficient to cover the Monthly Deductions.  If the Cash Surrender Value of your
Policy is not enough to cover these deductions to be made from the Policy,  Cova
will mail you a notice. You will have 61 days from the time the notice is mailed
to you to send to Cova the required  premium  payment.  This is called the Grace
Period.  If the premium is not paid by the end of the Grace  Period,  the Policy
will terminate without value.

ACCUMULATION UNIT VALUES

The value of your Policy that is invested in the investment  portfolios  will go
up  or  down  depending  upon  the  investment  performance  of  the  investment
portfolio(s) you choose.  In order to keep track of the value of your Policy, we
use a unit of measure we call an Accumulation  Unit. (An Accumulation Unit works
like a share of a mutual fund.)

Every  business day we determine the value of an  Accumulation  Unit for each of
the  investment  portfolios.  The  value of an  Accumulation  Unit for any given
business day is  determined by  multiplying a factor we call the net  investment
factor times the value of an Accumulation Unit for the previous business day. We
do this for each  investment  portfolio.  The net investment  factor is a number
that  reflects  the change (up or down) in an  underlying  investment  portfolio
share.  Our business days are each day that the New York Stock  Exchange is open
for business.  Our business day closes when the New York Stock Exchange  closes,
usually 4:00 P.M. Eastern time.

The value of an Accumulation Unit may go up or down from day to day.

When you make a premium payment,  we credit your Policy with Accumulation Units.
The number of  Accumulation  Units credited is determined by dividing the amount
of premiums  allocated to an  investment  portfolio  divided by the value of the
Accumulation Unit for that investment portfolio.

We calculate the value of an  Accumulation  Unit for each  investment  portfolio
after the New York  Stock  Exchange  closes  each day and then  apply it to your
Policy.

When Cova assesses the monthly  deductions and for the annual policy maintenance
fee we do so by deducting  Accumulation  Units from your  Policy.  When you have
selected more than one  investment  portfolio,  we make the  deductions pro rata
from all of the investment portfolios.

3. INVESTMENT OPTIONS

The Policy offers  twelve (12) investment portfolios which are listed 
below. Additional investment portfolios may be available in the future.

YOU SHOULD READ THE PROSPECTUSES FOR THESE FUNDS CAREFULLY BEFORE INVESTING.
COPIES OF THESE FUND PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS.

COVA SERIES TRUST

Cova Series Trust is managed by Cova Investment Advisory  Corporation,  which is
an indirect subsidiary of Cova. Cova Series Trust is a mutual fund with multiple
portfolios. Each investment portfolio has a different investment objective. Cova
Investment  Advisory  Corporation has engaged  subadvisers to provide investment
advice  for the  individual  investment  portfolios.  The  following  investment
portfolios are available under the Policy:

     J.P. MORGAN INVESTMENT MANAGEMENT INC. IS THE SUB-ADVISER TO THE
     FOLLOWING PORTFOLIOS:
     Select Equity Portfolio
     Small Cap Stock Portfolio
     Large Cap Stock Portfolio
     International Equity Portfolio
     Quality Bond Portfolio

     LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:
     Bond Debenture Portfolio
     Mid-Cap Value Portfolio
     Large Cap Research Portfolio
     Developing Growth Portfolio
     Lord Abbett Growth and Income Portfolio 

LORD ABBETT SERIES FUND, INC.

Lord Abbett Series Fund, Inc. is a mutual fund with multiple portfolios.  Each
portfolio is managed by Lord, Abbett & Co.  Only the following portfolio is
available under the Policy:

     Growth and Income Portfolio

GENERAL AMERICAN CAPITAL COMPANY

General American Capital Company is a mutual fund with multiple portfolios. Only
the following  portfolio is available under the Policy and is managed by Conning
Asset Management Company:

     Money Market Fund

TRANSFERS

You can transfer money among the twelve (12) investment portfolios.

You can make 12 transfers  every Policy Year without charge while the insured is
alive.  If you make more than 12  transfers  in a year,  there is a transfer fee
deducted.  (We measure years from your Policy Date.) The fee is $25 per transfer
or, if less, 2% of the amount transferred. The following apply to any transfer:

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

     2.  your request for transfer must clearly state the amount to be
transferred and which investment portfolios are involved in the transfer.

     3.  if a transfer fee applies, the charge will be deducted from the
amount transferred.

You can make  transfers by  telephone.  Prior to making a transfer by telephone,
you will need to complete a  written  pre-authorization  form. If you own
the Policy with a joint owner,  unless Cova is instructed  otherwise,  Cova will
accept instructions from either you or the other owner. Cova will use reasonable
procedures to confirm that instructions given to us by telephone are genuine. If
Cova  fails to use such  procedures,  we may be  liable  for any  losses  due to
unauthorized   or   fraudulent   instructions.   Cova   records  all   telephone
instructions.

We have reserved the right to modify your transfer  rights if we decide that the
exercise of this right by you, your  authorized  agent, or any owner is or would
be  disadvantageous to other owners. We have also reserved the right to restrict
transfers to a maximum of 12 per year and to restrict  transfers from being made
on consecutive business days.

DOLLAR COST AVERAGING PROGRAM

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

You must have at least  $5,000  in the Money  Market  Portfolio  (or the  amount
required to  complete  your  program,  if more) in order to  participate  in the
Dollar Cost Averaging Program. There is no additional charge for this feature.


All Dollar Cost  Averaging  transfers  will be made on the 15th day of the month
unless you  indicated  otherwise on the  application.  If this is not a business
day, then the transfer will be made the next business day.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in determining any transfer fee.

AUTOMATIC REBALANCING PROGRAM

Once  your  money  has been  allocated  among  the  investment  portfolios,  the
performance of each portfolio may cause your allocation to shift. You can direct
us to automatically  readjust your non-loaned  Account Value between  investment
portfolios to keep the blend you selected.  You can tell us whether to rebalance
quarterly,  semi-annually  or annually.  We will measure  these periods from the
Policy Date. There is no additional charge for this feature. The transfer date 
will be the 1st business day after the end of the period you selected.  If you 
participate in the Automatic  Rebalancing  Program, the transfers  made under 
the program are not taken into account in  determining any transfer fee.

You  cannot  participate  in  both  the  Dollar  Cost  Averaging  and  Automatic
Rebalancing Programs at the same time.

APPROVED ASSET ALLOCATION PROGRAM

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

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

Even though Cova  permits 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  portfolios,   and  should  Cova  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 transfer fee.

SUBSTITUTION

Cova may elect to substitute one of the investment  portfolios you have selected
with another  portfolio.  We would not do this without the prior approval of the
Securities and Exchange Commission.  We will give you notice of our intent to do
this.  Cova may also limit further  investment in an investment  portfolio if it
deems it inappropriate.

4. EXPENSES

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

INSURANCE CHARGES

Each month, Cova will make certain deductions from your Policy on the processing
date. The processing  date is the day each month that we deduct certain  charges
from your Policy. The first processing date is the issue date. The issue date is
the date on which we issue you a  Policy.  After  that,  it is the same day each
month as the Policy Date.

The  insurance  charges  are:  (1)  mortality  and  expense  risk  charge;   (2)
administrative charge; (3) tax expense charge; and (4) cost of insurance charge.
Collectively,  we refer to these charges as the monthly  deduction.  When you
have selected more than one investment portfolio, we make the deduction pro rata
from all of the investment portfolios you have selected.

MORTALITY  AND  EXPENSE  RISK  CHARGE.  For the first ten years,  this charge is
equal,  on an annual basis, to .90%, 1/12 of which is charged each month, of the
Account  Value of your Policy  invested in the  investment  portfolios.  For the
eleventh  year and  after,  the charge is .75%,  1/12 of which is  charged  each
month. This charge cannot be increased.

ADMINISTRATIVE CHARGE. This charge is equal, on an annual basis, to .40%, 1/12
of which is charged each month, of the Account Value of your Policy. This
charge cannot be increased.

TAX EXPENSE CHARGE.  This deduction is the sum of the premium tax charge and the
federal tax charge. It is deducted monthly for the first ten years. It is equal,
on an annual  basis,  to .40% (.15% for  federal tax charge and .25% for premium
tax charge),  1/12 of which is charged each month,  of the Account Value of your
Policy.

This  charge  compensates  Cova for its  expenses  incurred  for  federal  taxes
incurred  as a result of issuing the Policy.  It also  compensates  Cova for the
state and local  premium  taxes it  incurred  as a result of issuing the Policy.
Premium  taxes range from 0% to 4%. You will be assessed  the premium tax charge
regardless  of what  the  total  actual  premium  tax is in your  state or local
jurisdiction.  If you  surrender  all or part of your Policy during the first 10
years, Cova will charge a deferred premium tax charge. See below.

COST OF INSURANCE CHARGE. This charge provides the death benefit for the
month.

The cost of insurance charge is determined by multiplying the Coverage Amount by
the cost of insurance  rate. The Coverage  Amount is the difference  between the
death benefit and the Account  Value.  The cost of insurance  rate is based upon
the sex, age, rate  classification  of the insured and whether you paid 100%, or
90%, or 80% of the MPL.  The rate  classification  of the insured is  determined
through our underwriting process.

The Policy  provides that for standard  risks,  the guaranteed cost of insurance
rate is based on the 1980  Commissioners  Standard Ordinary Mortality Table, age
last birthday (1980 CSO Table).  For substandard  risks,  the guaranteed cost of
insurance  rate will be higher and will be based upon a multiple of the 1980 CSO
Table. The multiple will be based on the insured's  substandard  rating.  Tables
setting  forth the  guaranteed  cost of  insurance  rates are  included  in each
Policy.

Cova can use rates that are less than the  guaranteed  cost of  insurance  rates
shown in the  Policy.  Cova  refers to these as the  current  cost of  insurance
rates.

If  100%  of the  MPL is  paid,  Cova's  current  cost  of  insurance  rate is a
percentage of the Account Value.  The basis and amount of this charge may change
in the future, but can never be more than the guaranteed cost of insurance rates
contained in the Policy. For a better understanding of how the cost of insurance
rate and the other charges affect policy values, you should request personalized
illustrations from your registered representative.

ANNUAL POLICY MAINTENANCE FEE

Every year on the Policy Anniversary,  currently Cova deducts $30 as a policy
maintenance fee. This charge cannot be increased once the Policy is issued. Cova
will not deduct this charge,  if when the deduction is to be made,  your Account
Value is $50,000  or more.  Cova may some time in the  future  discontinue  this
practice for new policies  issued and deduct the charge.  If you make a complete
surrender  of  your  Policy,  the  policy  maintenance  fee  will  be  deducted,
regardless of your Account Value at that time.  When you have selected more than
one  investment  portfolio,  we  make  the  deduction  prorata  from  all of the
investment portfolios you have selected.

ANNUAL WITHDRAWAL AMOUNT

While the Policy is in force,  prior to the death of the  insured  and after the
expiration  of the  Right to  Examine  Period,  you can make a total or  partial
surrender of the Account Value of your Policy up to the Cash Surrender  Value. A
surrender  may be subject to a  surrender  charge  and a  deferred  premium  tax
charge.

When you request a surrender, we will determine what portion, if any, is part of
your annual withdrawal amount. The annual withdrawal amount is equal to:

     1.  the excess of the Account Value over premiums paid which have not
been previously surrendered. Neither the surrender charge nor deferred premium
tax charge are assessed on this amount; and

     2.  on a non-cumulative basis, 10% of your premium payments each year.
This portion of the annual withdrawal amount is subject to the deferred
premium tax charge.

SURRENDER CHARGE

During the first 10 years,  the surrender charge is assessed against any premium
surrendered,  which is not part of the annual withdrawal  amount.  The surrender
charge, which is a percent of premiums surrendered, is shown in the table below:

<TABLE>
<CAPTION>
<S>                             <C>                           <C>                    <C>
       Policy Year              Surrender Charge              Policy Year            Surrender Charge
       -----------              ----------------              -----------            ----------------
            1                         7.5%                         6                      4.0%
            2                         7.5%                         7                      3.0%
            3                         7.5%                         8                      2.0%
            4                         6.0%                         9                      1.0%
            5                         5.0%                         10+                      0%
</TABLE>

NURSING HOME WAIVER

If you or the joint owner, if any, are confined in a qualifying  facility for 90
days or more and if the confinement begins during the first ten years, under the
Nursing Home Waiver rider, you can make a full or partial  surrender and we will
waive the surrender  charge.  The Nursing Home Waiver goes into effect after the
first Policy Anniversary. There is no additional charge for this feature.

DEFERRED PREMIUM TAX CHARGE

When you purchase a Policy there are various premium taxes assessed by state and
local  governmental  entities that we must pay on the Policy.  You are charged a
portion  of that each  month for the first ten years as part of the tax  expense
charge.  (See the  discussion of the Tax Expense Charge in Section 4 above.) The
deferred  premium tax charge enables Cova to collect that portion of the premium
tax charge it has not  collected  when you surrender all or part of your Policy.
The deferred  premium tax charge is assessed only on premiums  surrendered  from
the Policy during the first ten years. The deferred premium tax charge, which is
a percent of premiums surrendered, is shown in the table below:

<TABLE>
<CAPTION>
<S>                             <C>                         <C>                        <C>
                                Deferred Premium                                        Deferred Premium
     Policy Year                   Tax Charge               Policy Year                    Tax Charge
     -----------                ----------------            -----------                 -------------
          1                          2.25%                       6                           1.00%
          2                          2.00%                       7                           .75%
          3                          1.75%                       8                           .50%
          4                          1.50%                       9                           .25%
          5                          1.25%                       10+                           0%
</TABLE>

TRANSFER FEE

You can make 12 free  transfers  every  year.  We measure a year from the Policy
Date.  If you make more than 12 transfers a year,  we will deduct a transfer fee
of $25 or 2% of the amount  that is  transferred,  whichever  is less.  If we do
assess a transfer fee, it will be deducted from the amount transferred.

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

TAXES

Cova may  assess a charge  against a Policy  for any taxes  attributable  to the
Separate Account. Cova does not expect to incur such taxes.

INVESTMENT PORTFOLIO EXPENSES

There are  deductions  from and  expenses  paid out of the assets of the various
investment portfolios, which are summarized below. See the fund prospectuses for
a complete description.

                          INVESTMENT PORTFOLIO EXPENSES

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

<TABLE>
<CAPTION>
                                                                           Other Expenses
                                                                           (after expense
                                                                          reimbursement for
                                       Management         12b-1           certain Portfolios -           Total Portfolio
                                         Fees             Fees            see Note 1 below)             Annual Expenses
                                         ----             ----            -----------------             ---------------
<S>                                    <C>                <C>              <C>                          <C>                      
COVA SERIES TRUST (1)

 Managed by J.P. Morgan
 Investment Management Inc.
   Select Equity (2)                    .75%             - -                    .10%                         .85%
   Small Cap Stock (2)                  .85%             - -                    .10%                         .95%
   Large Cap Stock (2)                  .65%                                    .10%                         .75%
   International Equity (2)             .85%             - -                    .10%                         .95%
   Quality Bond (2)                     .55%             - -                    .10%                         .65%

 Managed by Lord, Abbett & Co.
   Bond Debenture (2)                   .75%             - -                    .10%                         .85%
   Mid-Cap Value (3)                   1.00%             - -                    .10%                        1.10%
   Large Cap Research (3)              1.00%                                    .10%                        1.10%
   Developing Growth (3)                .90%             - -                    .10%                        1.00%
   Lord Abbett Growth and Income (3)    .65%             - -                    .10%                         .75%

LORD ABBETT SERIES FUND, INC.
   Managed by Lord, Abbett & Co.
   Growth and Income (4)                .50%             .07%                   .02%                         .59%


GENERAL AMERICAN CAPITAL COMPANY
 Managed by Conning Asset Management
 Company
   Money Market                         .205%             - -                    .00%                        .205%
</TABLE>

(1) Since August 20, 1990, Cova has been  reimbursing the investment  portfolios
of Cova Series Trust for all operating  expenses  (exclusive  of the  management
fees) in excess of approximately  .10%.  Absent the expense  reimbursement,  the
percentages  shown for total portfolio annual expenses (on an annualized  basis)
for the period  ended  December  31, 1996 would have been:  1.70% for the Select
Equity Portfolio;  2.68% for the Small Cap Stock Portfolio;  1.23% for the Large
Cap Stock Portfolio; 3.80% for the International Equity Portfolio; 1.52% for the
Quality Bond Portfolio; and 2.05% for the Bond Debenture Portfolio.

(2) Annualized. The Portfolio commenced regular investment operations on April 
2, 1996.

(3)  Estimated. The Portfolio has not yet commenced regular investment 
operations.

(4) The Growth and Income Portfolio of Lord Abbett Series Fund, Inc. has a
12b-1 plan which provides for payments to Lord, Abbett & Co. for remittance
to a life insurance company for certain distribution expenses (see the Fund
Prospectus).  The 12b-1 plan provides that such remittances, in the
aggregate, will not exceed .15% on an annual basis, of the daily net asset
value of shares of the Growth and Income Portfolio.  As of May 1, 1997,
no payments had been made under the 12b-1 plan.  For the year
ending December 31, 1997, the 12b-1 fees are estimated to be .07%.  



5. DEATH BENEFIT

The primary purpose of the Policy is to provide death benefit  protection on the
life of the  insured.  While the Policy is in force,  if the insured  dies,  the
beneficiary(ies)  will receive the death proceeds.  The death proceeds equal the
death benefit under the Policy less any loans and accrued loan interest.

The death benefit is the greater of: (1) the Face Amount of the Policy;  and (2)
the minimum  death  benefit.  The  minimum  death  benefit is the Account  Value
multiplied by a percentage. Cova has included the minimum death benefit in order
to assure that the Policy will continue to qualify as life  insurance  under the
Internal Revenue Code.

You can  choose  to have  the  death  proceeds  paid  in a lump  sum or  under a
Settlement  Option.  If you have not made a choice before the insured dies,  the
beneficiary  will choose the method of  payment.  If a method of payment has not
been  chosen  within 90 days after  receiving  proof of death,  Cova may pay the
death proceeds in a lump sum.

The death benefit payable during the grace period is the death benefit in effect
immediately prior to the start of the grace period less any loans,  accrued loan
interest and any overdue deductions. See discussion of grace period above.

ACCELERATED DEATH BENEFIT

If the insured is terminally  ill,  under the  Accelerated  Death Benefit rider,
Cova  will  pre-pay a portion  of the  death  benefit.  You may elect to have an
Accelerated  Death Benefit of up to 50% of the death benefit but no greater than
$500,000.

You can only elect to receive an Accelerated Death Benefit once. The Accelerated
Death Benefit must first be used to repay any outstanding loans and accrued loan
interest.  After repayment of the  outstanding  loans and accrued loan interest,
any  remaining  amount will be paid as a lump sum or under a payment  plan.  The
subsequent  amount  available for loans or surrenders or as a death benefit will
be reduced by the amount of the Accelerated Death Benefit,  plus interest
accrued at the Policy loan interest rate.


This benefit may not be available in your state or may have different
provisions in your state.

JOINT LIVES

Cova offers a rider to the Policy that  provides  that the death benefit will be
paid only upon the death of a second  person.  This option is only  available to
spouses.

The cost of insurance  charge reflects the  anticipated  life expectancy of both
insureds.  It also  reflects  the fact that the death  benefit is payable at the
death of the last surviving insured.

If you wish to reinstate a lapsed Policy with a Joint Life rider attached,  both
insureds must be alive and provide satisfactory evidence of insurability.

The  Policy  provisions  regarding  misstatement  of age  or  sex,  suicide  and
incontestability apply to both insureds.

If a Joint Life rider is issued in conjunction with the Policy,  the Accelerated
Death Benefit will only be payable on the terminal illness of the last surviving
insured.

This benefit may not be available in your state.

6. TAXES

NOTE: COVA HAS PREPARED THE FOLLOWING INFORMATION ON TAXES AS A GENERAL
DISCUSSION OF THE SUBJECT. IT IS NOT INTENDED AS TAX ADVICE TO ANY PERSON. YOU
SHOULD CONSULT YOUR OWN TAX ADVISER ABOUT YOUR OWN CIRCUMSTANCES. COVA HAS
INCLUDED IN PART II AN ADDITIONAL DISCUSSION REGARDING TAXES.

LIFE INSURANCE IN GENERAL

Life insurance, such as the 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. The
beneficiaries  are not taxed when they receive the death proceeds upon the death
of the insured.

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.  When you
receive a  distribution,  you are taxed on the amount of the withdrawal  that is
earnings.

TAKING MONEY OUT OF YOUR POLICY

For tax purposes,  your Policy will be treated as a modified endowment contract,
unless under certain  circumstances  it was exchanged for a policy issued before
June 21, 1988. Consequently if you make a withdrawal or a loan from your Policy,
the Code treats it as first coming from  earnings  and then from your  premiums.
These earnings are included in taxable income.

The Code also provides that any amount  received from an insurance  policy 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 you  purchased a Policy in  exchange  for a policy  issued  prior to June 21,
1988,  different  tax  rules may  apply.  See "Tax  Status"  in Part II for more
details.

DIVERSIFICATION

The Code provides  that the  underlying  investments  for a variable life policy
must satisfy  certain  diversification  requirements in order to be treated as a
life insurance contract.  Cova believes that the investment portfolios are being
managed so as to comply with the 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 Cova  would be  considered  the owner of the shares of the
investment  portfolios.  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 portfolios,  to
make  transfers  among  the  investment  portfolios  or the  number  and type of
investment  portfolios  owners may select  from.  If guidance  from the Internal
Revenue  Service  is  provided  which is  considered  a new  position,  then the
guidance would generally be applied prospectively.  However, if such guidance is
considered not to be a new position, it may be applied retroactively. This would
mean that you, as the owner of the policy,  could be treated as the owner of the
investment  portfolios.  Due to the  uncertainty in this area, Cova reserves the
right to modify the Policy in an attempt to maintain favorable tax treatment.

7. ACCESS TO YOUR MONEY

The Cash Surrender Value in your Policy is available:  (1) by making a surrender
(either a partial  or a  complete  surrender)  or (2) by taking a loan from your
Policy.

LOANS

You may borrow  money  from Cova while the Policy is still in force.  The Policy
will be the only security Cova will require for a Policy loan. You cannot borrow
against your Policy until the end of the Right to Examine  Period and you cannot
borrow if the Policy is in a grace period.  Loans are  considered  distributions
from the Policy for tax  purposes and the portion of the loan that has come from
earnings  will be taxable to you and may be subject to a 10%  penalty  tax.  See
"Tax Status" in Part II for more details.

LOAN AMOUNT. The maximum loan amount is equal to: 90% of the Account Value,
less loan interest due on the next Policy Anniversary, the surrender charge,
the policy maintenance fee, if any, and the deferred premium tax charge, if
any.

The minimum loan amount is $500.  If total loans equal or exceed the Cash Value,
the Policy will terminate at the end of the grace period if an appropriate  loan
repayment is not received by Cova.

LOAN ACCOUNT. When you make a loan, a portion of your Account Value equal to the
loan will be transferred  on a pro rata basis from the investment  portfolios to
the loan account.  The loan account is a portion of Cova's general  account that
contains Account Values attributable to Policy loans.

LOAN  INTEREST.  Loan  interest  due on the Policy loan will  accrue  daily at a
current rate of 6.0% per annum. The loan interest is due each Policy Anniversary
and if not paid will become part of the loan.  When that  happens,  a portion of
the account value equal to the loan interest due is  transferred,  on a pro rata
basis, from the investment portfolios to the loan account.

INTEREST CREDITED. Amounts held in the loan account will be credited daily
with interest, at a current rate of 4.0% per annum.

PREFERRED LOAN. The part of your loan equal to earnings is the Preferred
Loan. A preferred loan will be credited interest daily at a current rate of
6.0% per annum. It will accrue loan interest daily at a current rate of 6.0%
per annum.

EFFECT OF LOAN.  When you make a loan  against  your  Policy,  Cova will  redeem
Accumulation Units from the investment  portfolios equal to the loan request and
transfer that amount to the loan account.

A Policy  loan,  whether  or not  repaid,  will have a  permanent  effect on the
Policy.  This is  because  the loan  account  does not  share in the  investment
results of the  investment  portfolio(s).  If it is not repaid,  the Policy loan
will reduce the amount of death benefit and Cash Value.

LOAN  REPAYMENTS.  You can  repay all or part of a loan at any time  while  your
Policy is in force and the insured is alive.  There is no minimum loan repayment
amount.  If you want to repay a loan in full,  the loan repayment must equal the
loan plus all the accrued loan interest.

When you repay a loan, Cova will transfer the amount held in the loan account to
the investment portfolios according to your most recent instructions.

Unless you tell Cova otherwise, any payment Cova receives from you will go first
to pay any interest due,  then to repay any loan,  and then will be considered a
premium payment.

TOTAL SURRENDER

You can terminate your Policy by telling Cova in writing.  Cova will pay you the
Cash Surrender Value. When that happens, the Policy will be terminated and there
will be no  other  benefits.  When  you  make a  total  surrender  there  may be
surrender  charges and deferred  premium tax charges and the policy  maintenance
fee will be deducted.

PARTIAL SURRENDERS

You can  surrender  some of the Cash  Surrender  Value by  making a  request  in
writing to Cova. The minimum amount you can surrender is $500,  unless your Cash
Surrender Value is less. Cova requires that you maintain a minimum Account Value
in your Policy of at least $5,000 after you make a partial surrender.  If you do
not, the Policy will  terminate and Cova will send you the entire Cash Surrender
Value.  When you make a surrender,  there may be surrender  charges and deferred
premium tax charges.

When you make a  partial  surrender,  the Face  Amount  of your  Policy  will be
reduced.  The Face  Amount is reduced in the same  proportion  that the  Account
Value is reduced by the partial  surrender.  When you make a partial  surrender,
the amount of the  surrender is deducted on a pro rata basis from Account  Value
allocated to the investment portfolios.

TERMINATION OF THE POLICY

Your Policy will terminate if (1) you make a total surrender of the Policy,  (2)
the grace period has ended, or (3) the insured has died.

REINSTATEMENT

If your  Policy  terminates  while the  insured  is still  alive you can have it
reinstated  provided  the  Policy  did not  terminate  because  you made a total
surrender.  You can only  reinstate  your Policy within 5 years after the end of
the grace period.

When you reinstate your Policy you must provide Cova with satisfactory  evidence
of insurability and you must either repay any outstanding loan and
accrued interest or you must reinstate the loan along with any accrued interest.
You must also pay a sufficient  premium to (1) cover all the monthly  deductions
and any policy  maintenance fee that were unpaid during the grace period and (2)
be  sufficient  to keep the Policy in force for at least 2 months after the date
of reinstatement.

When you reinstate your Policy, the Face Amount of the reinstated Policy will be
the Face  Amount  of your  original  Policy at the time the  Policy  terminated,
unless you direct Cova otherwise. You cannot select a Face Amount that is larger
than that.  The Account  Value  adjusted for the past due charges of your Policy
when you reinstate it will be the Account Value at the time of termination  plus
the additional  premium paid at the time of reinstatement.  The past due monthly
deductions  and policy  maintenance  fee,  if any,  will be  deducted  from this
amount.  The surrender  charge,  if any, and the deferred premium tax charge, if
any, are based on the number of policy years from the original Policy Date.

The  effective  date  of the  reinstated  Policy  is the  next  processing  date
following Cova's approval of your application for reinstatement.

8. OTHER INFORMATION

COVA

Cova Financial Life Insurance Company ("Cova") was originally incorporated on
September 6, 1972 as Industrial Indemnity Life Insurance Company, a California
corporation and changed its name to Xerox Financial Life Insurance Company in
1986.  On June 1, 1995, a wholly-owned subsidiary of General American Life
Insurance Company purchased Cova which on that date changed its name to Cova
Financial Life Insurance Company.

Cova is presently licensed to do business in the state of California.

THE SEPARATE ACCOUNT

Cova has  established  a  separate  account,  Cova  Variable  Life  Account Five
(Separate Account), to hold the assets that underlie the Policies.

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

DISTRIBUTOR

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

Commissions will be paid to broker-dealers who sell the Policies. Broker-dealers
will be paid  commissions up to 5.5% of premiums and a trail commission equal to
 .25% for years two through nine which  increases to .40% in year 10.  Sometimes,
Cova enters into an agreement with the  broker-dealer  to pay the  broker-dealer
persistency bonuses, in addition to the standard commission.


SUSPENSION OF PAYMENTS OR TRANSFERS

Cova 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 portfolios not reasonably practicable or Cova cannot reasonably
value the shares of the investment portfolios;

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

OWNERSHIP

OWNER. You, as the owner of the Policy, have all of the rights under the Policy.
If you die  while  the  Policy  is still in force  and the  insured  is  living,
ownership  passes to a successor  owner or if none, then your estate becomes the
owner.

JOINT OWNER. The Policy can be owned by joint owners. Authorization of both
joint owners is required for all Policy changes except for telephone
transfers.

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

ASSIGNMENT. You can assign the Policy.


                                     PART II
                                MORE INFORMATION

THE COMPANY

Cova   Financial  Life   Insurance   Company  (the   "Company")  was  originally
incorporated  on  September  6,  1972 as  Industrial  Indemnity  Life  Insurance
Company,  a  California  corporation  and changed its name on January 1, 1986 to
Xerox Financial Life Insurance Company.  The Company presently is licensed to do
business in the state of California.  On June 1, 1995, a wholly-owned subsidiary
of General American Life Insurance Company ("General  American") purchased Xerox
Financial  Services Life Insurance  Company ("Xerox Life"),  an affiliate of the
Company,  from Xerox  Financial  Services,  Inc. The  acquisition  of Xerox Life
included related companies,  including the Company.  On June 1, 1995 the Company
changed its name to Cova Financial Life Insurance Company.

General American is a St. Louis-based mutual company with more than $250 billion
of life insurance in force and  approximately $19 billion in assets. It provides
life and health insurance,  retirement plans, and related financial  services to
individuals and groups.

On April 1, 1996, Cova contributed initial capital to the Large Cap Stock and
Quality  Bond  Portfolios,  by making a  capital  contribution  through  another
Separate  Account.  As of December  31,  1996,  the capital  contributed  to the
Quality Bond Portfolio represented approximately 36% of the total assets of such
Portfolio and the capital  contributed to the Large Cap Stock  Portfolio by Cova
represented  approximately  75% of the  total  assets  of such  Portfolio.  Cova
currently intends to remove these assets from the Portfolios on a pro rata basis
in proportion to money invested in the  Portfolios by both variable  annuity and
variable life contract owners.

Executive Officers and Directors of Cova

     The directors and executive officers of Cova and their principal
occupations for the past five years are as follows: 

<TABLE>
<CAPTION>
<S>                                          <C>
Name                                         Principal Occupation During the Past Five Years
- ---------------------------                  -----------------------------------------------
                      
John W. Barber***                            Director of Cova-June, 1995 to present;
                                             Director of First Cova Life Insurance Company
                                             (FCLIC)-June, 1995 to present; Director of
                                             CFLIC  June, 1995 to present; Vice President
                                             and Controller of General American Life Insurance
                                             Company-December, 1984 to present; President
                                             and Director of Equity Intermediary Company- 
                                             October, 1988 to present.
 
Jerome P. Darga*                             Vice   President   and
                                             Assistant  Secretary of Cova-1992
                                             to  present;   Vice  President  and
                                             Assistant Secretary of CFLIC-1992
                                             to  present;   Vice  President  and
                                             Assistant Secretary of CLMC-1992
                                             to present.

Connie A. Doern****                          Vice President of Cova-1997 to Present, prior thereto
                                             Assistant Vice President from 1990 to 1995; Vice
                                             President of CFLIC- 1997 to Present, prior
                                             thereto Assistant Vice President from 1990
                                             to 1995; Vice President of FCLIC-1997 to 
                                             Present, prior thereto Assistant Vice 
                                             President from 1993 to 1995; Vice President
                                             of J&H/KVI-1989 to Present.

Judy M. Drew*                                Vice President of Cova-1988 to present;
                                             Vice President of CFLIC-1988 to present;
                                             Vice President of FCLIC-1992 to present;
                                             Senior Vice President of CLMC-1996 to
                                             present, prior thereto Vice President from 1989
                                             to 1996;  President, COO and Director of Cova
                                             Life Sales Company (CLSC)-1988 to present.

Patricia E. Gubbe*                           Vice President of Cova-1989 to present;
                                             Vice President of 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; Vice President and Chief Compliance
                                             Officer of CLSC-1989 to present.

Philip A. Haley*                             Executive Vice President of Cova-May 1997 to 
                                             present, prior thereto Vice President from 1990
                                             to 1997 and Assistant Vice President from 1989 
                                             to 1990; Executive Vice President of FCLIC- 
                                             May, 1997 to present, prior thereto Vice 
                                             President from 1995 to 1997; Executive Vice 
                                             President of CFLIC-May 1997 to present,
                                             prior thereto Vice President from 1990 to
                                             1997 and Assistant Vice President from 1989
                                             to 1990; Executive Vice President of CLMC from
                                             May, 1997 to present, prior thereto Senior
                                             Vice President from 1996 to 1997 and Vice
                                             President from 1990 to 1996 and Assistant Vice
                                             President from 1989 to 1990; Vice President of
                                             CLSC from 1991 to present, prior thereto
                                             Assistant Vice President from 1989 to 1991.
                                            
 
Christopher S. Harden*                       Vice President of Cova- 
                                             1991 to present;  Vice President of
                                             CFLIC-1991 to present; First Vice
                                             President   of   CLMC-1996   to
                                             present,    prior    thereto   Vice
                                             President-1991 to 1996.


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

Thomas E. Hughes, Jr.**                      Treasurer and Director of Cova-June, 1995 to
                                             present; Treasurer and Director of CFLIC-June,
                                             1995 to present; Treasurer of FCLIC-June, 1995
                                             to present; Corporate Actuary and Treasurer of
                                             General American Life Insurance Company- 
                                             October, 1994 to present.  Formerly, Executive
                                             Vice President-Group Pensions General
                                             American Life Insurance Company-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
                                             Adviser's Inc., White Oak Royalty Company,
                                             Walnut Street Funds, Inc., and RGA Reinsurance
                                             Company-October, 1994 to present.

Lisa O. Kirchner****                         Vice President of Cova-1997 to present, prior
                                             thereto Assistant Vice President from 1990 to
                                             1995; Vice President of CFLIC-1997 to present,
                                             prior thereto Assistant Vice President from
                                             1988 to 1995; Vice President of FCLIC-1997 to 
                                             present, prior thereto Assistant Vice 
                                             President from 1993 to 1995; Vice President 
                                             of J&H/KVI-1985 to present.


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

Richard A. Liddy**                           Chairman of the Board of Directors of Cova, 
                                             CFLIC, FCLIC, CLMC, Advisory and Allocation-
                                             April, 1997 to present; Chairman of the Board, 
                                             President and Chief Executive Officer of 
                                             General American Life Insurance Company-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, Controller and Director of Cova
                                             since 1995 to present, prior thereto Vice
                                             President, Controller, Treasurer and Director.
                                             Vice President, Controller and Director of CFLIC
                                             since 1995 to present, prior thereto Vice
                                             President, Controller, Treasurer and Director;
                                             Vice President, Controller and Director of FCLIC-
                                             from 1992 to present; 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 Director of Trust-
                                             1996 to present.

Matthew P. McCauley**                        Assistant Secretary and Director of Cova-June,
                                             1995 to present; Assistant Secretary and Director
                                             of CFLIC-June, 1995 to present; Assistant
                                             Secretary and Director of FCLIC-June, 1995 to
                                             present; Associate General Counsel and Vice
                                             President of General American Life Insurance
                                             Company-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, Walnut Street
                                             Securities, Inc. Secretary to the Walnut Street
                                             Funds, Inc.

Mark E. Reynolds*                            Executive Vice President of Cova-May, 1997 to 
                                             present; Executive Vice President of CFLIC-May,
                                             1997 to present; Executive Vice President of 
                                             CFSLIC-May, 1997 to present; Executive Vice 
                                             President of CLMC-May, 1997 to present;
                                             Executive Vice President and Director of Cova 
                                             Investment Advisory Corporation-December, 1996
                                             to present; Executive Vice President and 
                                             Director of Cova Investment Allocation 
                                             Corporation-December, 1996 to present.

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

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

John W. Schaus*                              Vice President of Cova- 
                                             1988 to present;  Vice President of
                                             CFLIC-1988 to present; and CLMC- 
                                             1989 to present.

Norman A. Skinrood Jr.****                   Vice President of Cova-1997 to present; Vice
                                             President of CFLIC-1997 to present; Vice 
                                             President of FCLIC-1997 to present; 
                                             Vice President of J&H/KVI-1996 to present,
                                             Director/PH Manager of DST, Kansas City, 
                                             Missouri from 1993-1996.

Lorry J. Stensrud*                           President and Director of Cova from June, 1995
                                             to present, prior thereto Executive Vice
                                             President; President and Director of CFLIC from
                                             June, 1995 to present, prior thereto Executive
                                             Vice President; President and Director of FCLIC
                                             from June, 1995 to present, prior thereto
                                             Executive Vice President; President and Director
                                             of CLMC from June, 1995 to present, prior thereto
                                             Executive Vice President only; 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
                                             Director of Trust-1996 to present.

  Peter L. Witkewicz*****                    Vice President of Cova-1997 to present; Vice
                                             President of CFLIC-1997 to present; Vice 
                                             President of FCLIC-1997 to present, prior
                                             thereto from 1995 to 1996.

  Kent R. Zimmerman**                        Assistant Treasurer of Cova-May, 1996 to 
                                             present; Assistant Treasurer of CFLIC-May,
                                             1996 to present; Assistant Treasurer of CLMC-
                                             1996 to present.  Second Vice President of 
                                             General American Life Insurance Company-
                                             1997 to present, prior thereto Vice President
                                             1992 to 1997.  Mr. Zimmerman holds various
                                             positions with the General American 
                                             subsidiaries - Assistant Treasurer, Security
                                             Equity Life Insurance Company, Paragon Life
                                             Insurance Company, General Life Insurance 
                                             Company of America and RGA Reinsurance Co.

   * Business Address:                       Cova, One Tower Lane, Suite 3000, Oakbrook
                                             Terrace, IL 60181
  ** Business Address:                       General American, 700 S. Market Street, St. Louis,
                                             MO 63101
 *** Business Address:                       General American, 13045 Tesson Ferry Road,
                                             St. Louis, MO 63128

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

VOTING

In accordance with its view of present applicable law, Cova will vote the shares
of the investment  portfolios at special  meetings of shareholders in accordance
with instructions received from owners having a voting interest.  Cova will vote
shares for which it has not received  instructions  in the same proportion as it
votes  shares for which it has received  instructions.  Cova will vote shares it
owns in the  same  proportion  as it votes  shares  for  which  it has  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
Cova  determines that it is permitted to vote the shares of the funds in its own
right, it 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  portfolio 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 Cova 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 portfolios in which he or she has an interest,  proxy material
and a form with which to give such voting instructions.

DISREGARD  OF VOTING  INSTRUCTIONS.  Cova 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 portfolio to make, or refrain from making, investments which would
result in changes in the  sub-classification  or  investment  objectives  of the
investment portfolio.  Cova may also disapprove changes in the investment policy
initiated by owners or trustees of the funds, if such  disapproval is reasonable
and is based on a good faith determination by Cova that the change would violate
state or federal law or the change would not be consistent  with the  investment
objectives of the investment portfolios 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
Cova or of an  affiliated  company.  In the  event  Cova does  disregard  voting
instructions,  a summary of this  action and the reasons for such action will be
included in the next semi-annual report to owners.

THE SEPARATE ACCOUNT

Cova has  established  the  separate  account, Cova  Variable  Life Account Five
(Separate Account), to hold the assets that underlie the Policies.  The Board of
Directors of Cova adopted a resolution to establish  the Separate  Account under
California insurance law on March 24, 1992.  The Separate  Account has not yet
commenced  operations.  Cova  has  registered  the  Separate  Account  with  the
Securities  Exchange  Commission as a unit investment trust under the Investment
Company Act of 1940.

The investment program of the Separate Account will not be changed without the
approval by the Insurance Commissioner of the state of California.  If required,
the approval process is on file with the Commissioner of the state in which this
Policy is issued.

If the New York Stock  Exchange is closed  (except for holidays and weekends) or
trading is  restricted  due to an  emergency  as defined by the  Securities  and
Exchange  Commission  so that Cova cannot  value  Accumulation  Units,  Cova may
postpone all procedures which require valuation of the Accumulation Units
until valuation is possible.

LEGAL OPINIONS

Legal matters in connection with the Policies  described herein are being passed
upon  by  the  law  firm  of  Blazzard,  Grodd  &  Hasenauer,   P.C.,  Westport,
Connecticut.

REDUCTION OR ELIMINATION OF SURRENDER CHARGE

The amount of the surrender  charge on the Policies may be reduced or eliminated
when sales of the Policies are made to  individuals or to a group of individuals
in a manner that  results in savings of sales  expenses.  The  entitlement  to a
reduction of the surrender  charge will be determined by Cova after  examination
of all the relevant factors such as:

     1.  The size and  type of  group  to  which  sales  are to be made  will be
considered. Generally, the sales expenses for a larger group are less than for a
smaller group because of the ability to implement large numbers of Policies with
fewer sales contacts.

     2. The total amount of purchase payments to be received will be considered.
Per Policy sales expenses are likely to be less on larger purchase payments than
on smaller ones.

     3. Any prior or existing  relationship  with Cova will be  considered.  Per
Policy  sales  expenses  are  likely to be less when  there is a prior  existing
relationship  because of the  likelihood of  implementing  the Policy with fewer
sales contacts.

     4. There may be other circumstances,  of which Cova is not presently aware,
which could result in reduced sales expenses.

If, after  consideration  of the foregoing  factors,  Cova determines that there
will be a reduction  in sales  expenses,  Cova may  provide  for a reduction  or
elimination of the surrender charge.

The  surrender  charge  may be  eliminated  when the  Policies  are issued to an
officer, director or employee of Cova or any of its affiliates. In no event will
any  reduction or  elimination  of the surrender  charge be permitted  where the
reduction or elimination will be unfairly discriminatory to any person.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the  insured(s)  has been  incorrectly  stated,  the  death
benefit  will be  adjusted  to reflect  the death  benefit  that would have been
provided  by the last cost of  insurance  at the  correct  age and/or sex of the
insured.

COVA'S RIGHT TO CONTEST

Cova cannot contest the validity of the Policy except in the case of fraud after
it has been in effect  during  the  insured's  lifetime  for two years  from the
Policy Date. If the Policy is reinstated,  the two-year  period is measured from
the date of  reinstatement.  In addition,  if the insured commits suicide in the
two-year  period,  or such period as specified in state law, the benefit payable
will be limited to premiums paid less Debt and less any surrenders.

SETTLEMENT OPTIONS

The Cash Surrender Value or the death proceeds may be paid in a lump sum or
may be applied to one of the Settlement Options. The Settlement Options are:

     Option 1: Life Annuity
     Option 2: Life Annuity with 5, 10 or 20 years guaranteed
     Option 3: Joint and Last Survivor Annuity
     Option 4: Payments for a Designated Period

You or the  beneficiary  can select to have the  Settlement  Options  payable on
either a fixed or variable basis.

TAX STATUS

NOTE: THE FOLLOWING  DESCRIPTION IS BASED UPON COVA'S  UNDERSTANDING  OF CURRENT
FEDERAL  INCOME TAX LAW  APPLICABLE  TO LIFE  INSURANCE IN GENERAL.  COVA 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.  COVA
BELIEVES  THAT THE  POLICIES  TO BE  ISSUED  WILL  QUALIFY  AS  "LIFE  INSURANCE
CONTRACTS"  UNDER  SECTION  7702.  COVA DOES 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 Cova's  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.

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

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 the Policies 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  portfolios  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  portfolio will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment;  (ii) no more than 70% of
the  value of the  total  assets  of the  portfolio  is  represented  by any two
investments;  (iii) no more  than 80% of the  value of the  total  assets of the
portfolio is represented by any three investments;  and (iv) no more than 90% of
the  value of the total  assets  of the  portfolio  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".

Cova intends that each  investment  portfolio  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 policy owner 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 as 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  the  owner  being
retroactively determined to be the owner of the assets of the Separate Account.

Due to the  uncertainty  in this  area,  Cova  reserves  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,  Cova has 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 Cova has  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 Cova's  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.  Owners should consult their tax advisers with
respect to the tax consequences of purchasing the Policy.

POLICY PROCEEDS.  Loan proceeds and/or surrender  payments from the Policies are
fully  taxable to the extent of income in the Policy and may  further be subject
to an additional  10% federal  income tax penalty.  (See "Tax Treatment of Loans
and Surrenders".)  Otherwise,  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 and any benefits  paid under the  Accelerated  Death  Benefit
Rider shall be excludable  from gross income under  Section  101(g) of the Code.
Furthermore,  the  owner is not  deemed  to be in  constructive  receipt  of the
account value or Cash Surrender Value,  including  increments  thereon,  under a
Policy until surrender  thereof.  If the death proceeds are to be paid under one
of the  Settlement  Options,  the payments  will be prorated  between the amount
attributable   to  the  death  benefit   which  will  be  excludable   from  the
beneficiary's  income  and the amount  attributable  to  interest  which will be
includable in the beneficiary's income.

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Policy owner or beneficiary.  Owners and beneficiaries  should consult their tax
adviser.

JOINT LIVES.  The Policy may be issued with a Joint Life Rider providing for the
payment of the death benefit upon the death of the last surviving insured. While
Cova believes  that a Policy issued on this basis  complies with Section 7702 of
the Code, such  circumstances are not directly  addressed in either Section 7702
or the  regulations  issued  thereunder.  In the absence of  regulation or other
guidelines,  there is some  uncertainty as to whether a Policy with such a joint
life feature meets the requirements of Section 7702 of the Code.

TAX  TREATMENT  OF LOANS  AND  SURRENDERS.  The Code  alters  the tax  treatment
accorded to loans and certain  distributions  from life insurance policies which
are  deemed  to  be  "modified  endowment   contracts".   The  Policy's  premium
requirements  are such that  Policies  issued on or after June 21,  1988 will be
treated as modified  endowment  contracts.  A Policy  received in exchange for a
modified endowment contract is also a modified endowment contract  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 modified endowment contract if no additional  premiums are paid.

A Policy that was entered into prior to June 21, 1988 may be deemed to be a modi
fied endowment  contract if it is materially changed 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 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 (including  policyholder dividends) with
respect to such premiums.

Assuming  that the Policy  will be treated  as a  modified  endowment  contract,
surrenders  and/or  loan  proceeds  are  taxable  to the extent of income in the
Policy. Such distributions are deemed to be on a last-in, first-out basis, which
means the taxable income is distributed  first.  Loan proceeds and/or  surrender
payments  may also be subject to an  additional  10% federal  income tax penalty
applied to the income portion of such distribution. The penalty shall not apply,
however,  to any  distribution:  (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. Furthermore, only under limited circumstances will interest paid on
Policy loans be tax deductible.

Policy owners should seek competent tax advice on the tax consequences of taking
loans, making a partial or total surrender or making any material  modifications
to their Policies.

MULTIPLE  POLICIES.  The Code further provides that multiple modified  endowment
contracts that are issued within a calendar year period to the same owner by one
company or its  affiliates  are treated as one modified  endowment  contract 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 contracts.  Policy
owners should  consult a tax adviser prior to purchasing  more than one modified
endowment contract 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.  Policy owners  should  therefore
consult competent tax advisers should they wish to assign or change the owner of
their Policies.

QUALIFIED PLANS. The Policies may be used in conjunction with certain  qualified
plans.  Because the rules governing such use are complex, a purchaser should not
do so until he has consulted a competent qualified plans consultant.

INCOME TAX WITHHOLDING

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

REPORTS TO OWNERS

Cova will send to each  owner  semi-annual  and annual  reports of the  Separate
Account. Within 30 days after each Policy Anniversary,  an annual statement will
be sent to each  owner.  The  statement  will show the  current  amount of death
benefit payable under the Policy,  the current  Account Value,  the current Cash
Surrender  Value,  current  debt  and  will  show  all  transactions  previously
confirmed.  The statement will also show premiums paid and all charges  deducted
during the Policy Year.

Confirmations  will  be  mailed  to  Policy  owners  within  seven  days  of the
transaction of: (a) the receipt of premium;  (b) any transfer between investment
portfolios;  (c)  any  loan,  interest  repayment,  or loan  repayment;  (d) any
surrender; (e) exercise of the free look privilege; and (f) payment of the death
benefit  under the Policy.  Upon  request a Policy  owner shall be entitled to a
receipt of premium payment.

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.  Cova is
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  Balance  Sheet of the  Company  as of  December  31,  1996 and 1995 and the
related consolidated  Statements of Income,  Shareholder's Equity and Cash Flows
for the year ended  December  31, 1996 and the periods from June 1, 1995 through
December  31,  1995 and  January 1, 1995  through  May 31, 1995 and for the year
ended  December  31,  1994 and the  Statements  of Assets  and  Liabilities  and
Contract  Owners' Equity of the Separate Account as of December 31, 1996 and the
related  Statement of Operations  for the year then ended and the  Statement of
Change in Contract  Owners'  Equity for the year ended December 31, 1996 and the
period from June 19, 1995 through December 31, 1995,  included herein, have been
included  herein  in  reliance  upon  the  reports  of ________________________,
independent  certified public accountants,  appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

FINANCIAL STATEMENTS


There are no financial statements for the Separate Account because it has not
yet commenced operations.

Financial Statements of Cova will be filed by Amendment.

                                   APPENDIX A
                          ILLUSTRATION OF POLICY VALUES


In  order  to show  you how the  Policy  works,  we  created  some  hypothetical
examples.  We chose two males ages 55 and 70 and a husband  and wife age 65. Our
hypothetical  insureds are in good health which means the Policy would be issued
with standard rates.  The initial premium was $10,000 and is 100% of the Maximum
Premium Limit.

There are three  illustrations  -- all of which are based on the above.  We also
assumed that the  underlying  investment  portfolio had gross rates of return of
0%, 6%, 12%.  This means that the  underlying  investment  portfolio  would earn
these rates of return  before the  deduction of the  advisory fee and  operating
expenses.  When these costs are taken into  account,  the net annual  investment
return rates (net of an average of 0.83% for these  charges)  are  approximately
- -0.83%, 5.17% and 11.17%.

It is  important  to be aware  that this  illustration  assumes 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 Account Value, Cash
Surrender  Value and the net death  benefit.  The net death benefit is the death
benefit  minus any  outstanding  loans and loan  interest  accrued.  We used the
charges we described in the Expenses  Section of the  Prospectus.  These charges
are: (1)  mortality  and expense risk charge equal to an annual rate of 0.90% of
the Account Value in the investment portfolios for the first ten years and 0.75%
after that; (2) an administrative charge equal to an annual rate of 0.40% of the
Account Value;  (3) a tax expense charge equal to an annual rate of 0.40% of the
Account  Value for the first 10 years;  (4) any  surrender  charges or  deferred
premium tax charge which may be applicable  in  determining  the Cash  Surrender
Values; and (5) the policy maintenance  charge. We also deducted for the cost of
insurance based on both the current charges and the guaranteed charges.

There is also a column labeled  "Premiums  Accumulated at 5% Interest Per Year."
This shows how $10,000 grows if it was invested at 5% per year.

We will furnish  you,  upon  request,  a  comparable  personalized  illustration
reflecting the proposed  insured's age, risk  classification,  Face Amount,  the
proposed initial premium,  and reflecting both the current cost of insurance and
the guaranteed cost of insurance.



                      COVA FINANCIAL LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                              SINGLE LIFE OPTION
                     MALE, ISSUE AGE 55, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $27,290

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

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

                          Premiums
   End of              Accumulated                           Cash              Net                             Cash             Net
   Policy           at 5% Interest       Account        Surrender            Death          Account       Surrender           Death
    Year                  Per Year         Value            Value          Benefit            Value           Value         Benefit
    ----                  --------         -----            -----          -------            -----           -----         -------
<S>                         <C>            <C>              <C>             <C>               <C>             <C>            <C>
      1                     10,500         9,657            8,790           27,290            9,530           8,676          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      2                     11,025         9,324            8,513           27,290            9,050           8,265          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      3                     11,576         9,002            8,244           27,290            8,556           7,839          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      4                     12,155         8,690            8,098           27,290            8,046           7,502          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      5                     12,763         8,387            7,913           27,290            7,518           7,098          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      6                     13,401         8,094            7,730           27,290            6,968           6,659          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      7                     14,071         7,811            7,548           27,290            6,390           6,181          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      8                     14,775         7,536            7,367           27,290            5,780           5,655          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      9                     15,513         7,269            7,189           27,290            5,130           5,075          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
     10                     16,289         7,012            7,012           27,290            4,433           4,433          27,290
     --                     ------         -----            -----           ------            -----           -----          ------

     15                     20,789         6,004            6,004           27,290               44              44          27,290
     --                     ------         -----            -----           ------            -----           -----          ------
     20                     26,533         5,121            5,121           27,290                0               0               0
     --                     ------         -----            -----           ------            -----           -----          ------
     25                     33,864         4,347            4,347           27,290                0               0               0
     --                     ------         -----            -----           ------            -----           -----          ------
     30                     43,219         3,668            3,668           27,290                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 NET DEATH BENEFIT,  ACCOUNT 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 LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 55, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $27,290

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

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

                          Premiums
   End of              Accumulated                             Cash              Net                              Cash     Net
   Policy           at 5% Interest         Account        Surrender            Death          Account        Surrender     Death
    Year                  Per Year           Value            Value          Benefit            Value            Value     Benefit
    ----                  --------           -----            -----          -------            -----            -----     -------
<S>                         <C>             <C>               <C>             <C>              <C>               <C>       <C>
1                           10,500          10,238            9,338           27,290           10,112            9,212     27,290
- -                           ------          ------            -----           ------           ------            -----     ------
2                           11,025          10,482            9,607           27,290           10,212            9,337     27,290
- -                           ------          ------            -----           ------           ------            -----     ------
3                           11,576          10,732            9,882           27,290           10,298            9,448     27,290
- -                           ------          ------            -----           ------           ------            -----     ------
4                           12,155          10,990           10,300           27,290           10,367            9,677     27,290
- -                           ------          ------           ------           ------           ------            -----     ------
5                           12,763          11,254           10,679           27,290           10,419            9,844     27,290
- -                           ------          ------           ------           ------           ------            -----     ------
6                           13,401          11,525           11,065           27,290           10,449            9,989     27,290
- -                           ------          ------           ------           ------           ------           ------     ------
7                           14,071          11,804           11,459           27,290           10,454           10,109     27,290
- -                           ------          ------           ------           ------           ------           ------     ------
8                           14,775          12,090           11,860           27,290           10,429           10,199     27,290
- -                           ------          ------           ------           ------           ------           ------     ------
9                           15,513          12,384           12,269           27,290           10,368           10,253     27,290
- -                           ------          ------           ------           ------           ------           ------     ------
10                          16,289          12,685           12,685           27,290           10,266           10,266     27,290
- --                          ------          ------           ------           ------           ------           ------     ------

15                          20,789          14,721           14,721           27,290            9,219            9,219     27,290
- --                          ------          ------           ------           ------            -----            -----     ------
20                          26,533          17,110           17,110           27,290            5,561            5,561     27,290
- --                          ------          ------           ------           ------            -----            -----     ------
25                          33,864          19,912           19,912           27,290                0                0          0
- --                          ------          ------           ------           ------            -----            -----     ------
30                          43,219          23,199           23,199           27,290                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 NET DEATH BENEFIT,  ACCOUNT 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 LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 55, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $27,290

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

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

                            Premiums
   End of                Accumulated                          Cash             Net                                Cash          Net
   Policy             at 5% Interest        Account      Surrender           Death            Account        Surrender        Death
    Year                    Per Year          Value          Value         Benefit              Value            Value      Benefit
    ----                    --------          -----          -----         -------              -----            -----      -------
      <S>                     <C>            <C>             <C>            <C>                <C>               <C>         <C>
      1                       10,500         10,819          9,919          27,290             10,694            9,794       27,290
      -                       ------         ------          -----          ------             ------            -----       ------
      2                       11,025         11,707         10,832          27,290             11,444           10,569       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      3                       11,576         12,671         11,821          27,290             12,254           11,404       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      4                       12,155         13,717         13,027          27,290             13,134           12,444       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      5                       12,763         14,851         14,276          27,290             14,089           13,514       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      6                       13,401         16,082         15,622          27,290             15,131           14,671       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      7                       14,071         17,418         17,073          27,290             16,268           15,923       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      8                       14,775         18,866         18,636          27,290             17,513           17,283       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      9                       15,513         20,438         20,323          27,290             18,881           18,766       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
     10                       16,289         22,146         22,146          27,290             20,391           20,391       27,290
     --                       ------         ------         ------          ------             ------           ------       ------

     15                       20,789         34,213         34,213          39,687             31,402           31,402       36,426
     --                       ------         ------         ------          ------             ------           ------       ------
     20                       26,533         53,122         53,122          56,841             48,715           48,715       52,125
     --                       ------         ------         ------          ------             ------           ------       ------
     25                       33,864         83,370         83,370          87,538             76,453           76,453       80,276
     --                       ------         ------         ------          ------             ------           ------       ------
     30                       43,219        129,690        129,690         136,175            118,921          118,921      124,867
     --                       ------        -------        -------         -------            -------          -------      -------
<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 NET DEATH BENEFIT,  ACCOUNT 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 LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 70, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $17,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

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

                          Premiums
   End of              Accumulated                           Cash            Net                                 Cash       Net
   Policy           at 5% Interest       Account        Surrender          Death           Account          Surrender       Death
    Year                  Per Year         Value            Value        Benefit             Value              Value       Benefit
    ----                  --------         -----            -----        -------             -----              -----       -------
<S>                         <C>            <C>              <C>           <C>                <C>                <C>         <C>
1                           10,500         9,657            8,790         17,020             9,423              8,578       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
2                           11,025         9,324            8,513         17,020             8,804              8,043       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
3                           11,576         9,002            8,244         17,020             8,133              7,455       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
4                           12,155         8,690            8,098         17,020             7,396              6,901       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
5                           12,763         8,387            7,913         17,020             6,578              6,217       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
6                           13,401         8,094            7,730         17,020             5,663              5,420       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
7                           14,071         7,811            7,548         17,020             4,631              4,488       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
8                           14,775         7,536            7,367         17,020             3,461              3,394       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
9                           15,513         7,269            7,189         17,020             2,123              2,107       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
10                          16,289         7,012            7,012         17,020               581                581       17,020
- --                          ------         -----            -----         ------             -----              -----       ------

15                          20,789         6,004            6,004         17,020                 0                  0            0
- --                          ------         -----            -----         ------             -----              -----       ------
20                          26,533         5,121            5,121         17,020                 0                  0            0
- --                          ------         -----            -----         ------             -----              -----       ------
25                          33,864         4,347            4,347         17,020                 0                  0            0
- --                          ------         -----            -----         ------             -----              -----       ------
30                          43,219         3,668            3,668         17,020                 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 NET DEATH BENEFIT,  ACCOUNT 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 LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 70, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $17,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

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

                           Premiums
   End of               Accumulated                          Cash            Net                                Cash           Net
   Policy            at 5% Interest        Account      Surrender          Death           Account         Surrender         Death
    Year                   Per Year          Value          Value        Benefit             Value             Value       Benefit
    ----                   --------          -----          -----        -------             -----             -----       -------
<S>                          <C>            <C>             <C>           <C>               <C>                <C>          <C>
1                            10,500         10,238          9,338         17,020            10,010             9,110        17,020
- -                            ------         ------          -----         ------            ------             -----        ------
2                            11,025         10,482          9,607         17,020             9,990             9,116        17,020
- -                            ------         ------          -----         ------            ------             -----        ------
3                            11,576         10,732          9,882         17,020             9,935             9,091        17,020
- -                            ------         ------          -----         ------             -----             -----        ------
4                            12,155         10,990         10,300         17,020             9,836             9,159        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
5                            12,763         11,254         10,679         17,020             9,685             9,129        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
6                            13,401         11,525         11,065         17,020             9,471             9,037        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
7                            14,071         11,804         11,459         17,020             9,182             8,867        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
8                            14,775         12,090         11,860         17,020             8,804             8,604        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
9                            15,513         12,384         12,269         17,020             8,320             8,226        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
10                           16,289         12,685         12,685         17,020             7,702             7,702        17,020
- --                           ------         ------         ------         ------             -----             -----        ------

15                           20,789         14,721         14,721         17,020             1,033             1,033        17,020
- --                           ------         ------         ------         ------             -----             -----        ------
20                           26,533         17,110         17,110         17,965                 0                 0             0
- --                           ------         ------         ------         ------             -----             -----        ------
25                           33,864         20,043         20,043         20,243                 0                 0             0
- --                           ------         ------         ------         ------             -----             -----        ------
30                           43,219         23,685         23,685         23,922                 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 NET DEATH BENEFIT,  ACCOUNT 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 LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 70, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $17,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

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

                          Premiums
   End of              Accumulated                               Cash           Net                              Cash           Net
   Policy           at 5% Interest          Account         Surrender         Death          Account        Surrender         Death
    Year                  Per Year            Value             Value       Benefit            Value            Value       Benefit
    ----                  --------            -----             -----       -------            -----            -----       -------
<S>                         <C>              <C>                <C>          <C>              <C>              <C>           <C>
1                           10,500           10,819             9,919        17,020           10,597            9,697        17,020
                            ------           ------             -----        ------           ------            -----        ------
2                           11,025           11,707            10,832        17,020           11,249           10,374        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
3                           11,576           12,671            11,821        17,020           11,967           11,117        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
4                           12,155           13,717            13,027        17,020           12,766           12,076        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
5                           12,763           14,851            14,276        17,020           13,663           13,088        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
6                           13,401           16,091            15,631        17,020           14,685           14,225        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
7                           14,071           17,485            17,140        18,359           15,866           15,521        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
8                           14,775           18,999            18,769        19,949           17,229           16,999        18,090
- -                           ------           ------            ------        ------           ------           ------        ------
9                           15,513           20,641            20,526        21,673           18,715           18,600        19,651
- -                           ------           ------            ------        ------           ------           ------        ------
10                          16,289           22,421            22,421        23,542           20,326           20,326        21,342
- --                          ------           ------            ------        ------           ------           ------        ------

15                          20,789           34,698            34,698        36,433           31,436           31,436        33,008
- --                          ------           ------            ------        ------           ------           ------        ------
20                          26,533           53,455            53,455        56,128           48,085           48,085        50,489
- --                          ------           ------            ------        ------           ------           ------        ------
25                          33,864           83,412            83,412        84,246           74,706           74,706        75,453
- --                          ------           ------            ------        ------           ------           ------        ------
30                          43,219          132,389           132,989       133,713          118,527          118,527       119,712
- --                          ------          -------           -------       -------          -------          -------       -------

<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 NET DEATH BENEFIT,  ACCOUNT 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 LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               JOINT LIFE OPTION

          MALE, ISSUE AGE 65, FEMALE, ISSUE AGE 65, STANDARD RATE CLASS
                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $28,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

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

                          Premiums
   End of              Accumulated                            Cash            Net                             Cash           Net
   Policy           at 5% Interest         Account       Surrender          Death          Account       Surrender         Death
    Year                  Per Year           Value           Value        Benefit            Value           Value       Benefit
    ----                  --------           -----           -----        -------            -----           -----       -------
<S>                         <C>              <C>             <C>           <C>               <C>             <C>          <C>
1                           10,500           9,713           8,841         28,020            9,713           8,841        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
2                           11,025           9,415           8,596         28,020            9,415           8,596        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
3                           11,576           9,122           8,353         28,020            9,104           8,337        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
4                           12,155           8,837           8,234         28,020            8,776           8,178        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
5                           12,763           8,560           8,075         28,020            8,425           7,949        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
6                           13,401           8,291           7,917         28,020            8,046           7,684        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
7                           14,071           8,029           7,758         28,020            7,630           7,374        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
8                           14,775           7,775           7,601         28,020            7,167           7,007        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
9                           15,513           7,528           7,444         28,020            6,642           6,569        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
10                          16,289           7,287           7,287         28,020            6,039           6,039        28,020
- --                          ------           -----           -----         ------            -----           -----        ------

15                          20,789           6,358           6,358         28,020            1,232           1,232        28,020
- --                          ------           -----           -----         ------            -----           -----        ------
20                          26,533           5,529           5,529         28,020                0               0             0
- --                          ------           -----           -----         ------            -----           -----        ------
25                          33,864           4,789           4,789         28,020                0               0             0
- --                          ------           -----           -----         ------            -----           -----        ------
30                          43,219           4,129           4,129         28,020                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 NET DEATH BENEFIT,  ACCOUNT 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 LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               JOINT LIFE OPTION

          MALE, ISSUE AGE 65, FEMALE, ISSUE AGE 65, STANDARD RATE CLASS
                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $28,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

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

                          Premiums
   End of              Accumulated                           Cash            Net                               Cash            Net
   Policy           at 5% Interest       Account        Surrender          Death           Account        Surrender          Death
    Year                  Per Year         Value            Value        Benefit             Value            Value        Benefit
    ----                  --------         -----            -----        -------             -----            -----        -------
<S>                         <C>           <C>               <C>           <C>               <C>               <C>           <C>
1                           10,500        10,297            9,397         28,020            10,297            9,397         28,020
- -                           ------        ------            -----         ------            ------            -----         ------
2                           11,025        10,588            9,713         28,020            10,588            9,713         28,020
- -                           ------        ------            -----         ------            ------            -----         ------
3                           11,576        10,880           10,030         28,020            10,870           10,020         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
4                           12,155        11,181           10,491         28,020            11,138           10,448         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
5                           12,763        11,490           10,915         28,020            11,391           10,816         28,020
- -                           ------        ------           ------         ------           -------           ------         ------
6                           13,401        11,809           11,349         28,020            11,623           11,163         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
7                           14,071        12,138           11,793         28,020            11,828           11,483         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
8                           14,775        12,477           12,247         28,020            11,999           11,769         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
9                           15,513        12,826           12,711         28,020            12,124           12,009         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
10                          16,289        13,185           13,185         28,020            12,192           12,192         28,020
- --                          ------        ------           ------         ------            ------           ------         ------

15                          20,789        15,580           15,580         28,020            11,569           11,569         28,020
- --                          ------        ------           ------         ------            ------           ------         ------
20                          26,533        18,439           18,439         28,020             5,958            5,958         28,020
- --                          ------        ------           ------         ------             -----            -----         ------
25                          33,864        21,853           21,853         28,020                 0                0              0
- --                          ------        ------           ------         ------             -----            -----         ------
30                          43,219        25,927           25,927         28,020                 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 NET DEATH BENEFIT,  ACCOUNT 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 LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               JOINT LIFE OPTION

          MALE, ISSUE AGE 65, FEMALE, ISSUE AGE 65, STANDARD RATE CLASS
                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $28,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

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

                           Premiums
   End of               Accumulated                              Cash            Net                               Cash       Net
   Policy            at 5% Interest         Account         Surrender          Death           Account        Surrender       Death
    Year                   Per Year           Value             Value        Benefit             Value            Value     Benefit
    ----                   --------           -----             -----        -------             -----            -----     -------
<S>                          <C>             <C>               <C>            <C>               <C>
1                            10,500          10,882             9,982         28,020            10,882            9,982      28,020
- -                            ------          ------             -----         ------            ------            -----      ------
2                            11,025          11,830            10,955         28,020            11,830           10,955      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
3                            11,576          12,849            11,999         28,020            12,847           11,997      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
4                            12,155          13,959            13,269         28,020            13,941           13,251      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
5                            12,763          15,167            14,592         28,020            15,119           14,544      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
6                            13,401          16,483            16,023         28,020            16,387           15,927      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
7                            14,071          17,915            17,570         28,020            17,757           17,412      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
8                            14,775          19,474            19,244         28,020            19,240           19,010      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
9                            15,513          21,171            21,056         28,020            20,852           20,737      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
10                           16,289          23,019            23,019         28,020            22,612           22,612      28,020
- --                           ------          ------            ------         ------            ------           ------      ------

15                           20,789          36,188            36,188         37,997            35,472           35,472      37,245
- --                           ------          ------            ------         ------            ------           ------      ------
20                           26,533          56,832            56,832         59,674            55,592           55,592      58,372
- --                           ------          ------            ------         ------            ------           ------      ------
25                           33,864          89,353            89,353         93,820            86,049           86,049      90,351
- --                           ------          ------            ------         ------            ------           ------      ------
30                           43,219         140,832           140,832        142,240           134,063          134,063     135,404
- --                           ------         -------           -------        -------           -------          -------     -------

<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 NET DEATH BENEFIT,  ACCOUNT 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 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 V, Section 9) provide that:

This corporation  shall  indemnify,  to the fullest extent allowed by California
law, its present and former directors and officers against expenses, judgements,
fines, settlements, and other amounts incurred in connection with and proceeding
or threatened  proceeding  brought  against such  directors or officers in their
capacity  as  such.  Such  indemnification  shall  be  made in  accordance  with
procedures set forth by California Law. Sums for expenses  incurred in defending
any such  proceeding may also be advanced to any such director or officer to the
extent and under the conditions provided by California law.

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



                       CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the papers and documents:

     The facing sheet

     The Prospectus consisting of 58 pages.

     Undertakings to file reports.

     The signatures.

     The following exhibits.

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

     1.   Resolution of the Board of Directors of the Company 
     2.   Not Applicable
     3.a. Principal Underwriter's Agreement (to be filed by Amendment)
     3.b. Selling Agreement (to be filed by Amendment)
     3.c. Schedules of Commissions (to be filed by Amendment)
     4.   Not Applicable
     5.   Modified Single Premium Variable Life Insurance Policy
     6.a. Articles of Incorporation of the Company (to be filed by
          Amendment)
     6.b. Bylaws of the Company (to be filed by Amendment)
     7.   Not Applicable
     8.   Not Applicable
     9.   Not Applicable
     10.  Application Form
     11.  Powers of Attorney

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

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

D.   Consent of Independent Accountants (to be filed by Amendment)


                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  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 3rd day of September, 1997.

                                      COVA VARIABLE LIFE ACCOUNT FIVE

                                      Registrant

                                 By:  COVA FINANCIAL LIFE INSURANCE COMPANY

                                 By: /s/LORRY J. STENSRUD
                                    ______________________________
                                    


                                      COVA FINANCIAL LIFE INSURANCE COMPANY

Attest:

/s/FRANCES S. COOK                   
Associate Counsel                    /s/J. ROBERT HOPSON
________________________         By: ______________________________
(Signature and Title)                  

Pursuant to 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                        9-3-97                        
- ------------------                                                                     -------
Lorry J. Stensrud                                                                        Date

                                         Director                                     
- ----------------------                                                                 -------  
Leonard M. Rubenstein                                                                    Date

/s/J. ROBERT HOPSON                      Director                                      9-3-97                                    
- -----------------                                                                      -------
J. Robert Hopson                                                                         Date

William C. Mair*                         Controller and Director                       9-3-97
- -----------------------                                                                -------
William C. Mair                                                                          Date

E. Thomas Hughes, Jr.*                                                                 9-3-97
- ----------------------                   Treasurer and Director                        -------
E. Thomas Hughes, Jr.                                                                    Date

Matthew P. McCauley*                     Director                                      9-3-97                                
- ----------------------                                                                 -------
Matthew P. McCauley                                                                      Date

John W. Barber*                          Director                                      9-3-97
- ----------------------                                                                 -------
John W. Barber                                                                           Date
</TABLE>

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



                               INDEX TO EXHIBITS

   
     A.5.   Modified Single Premium Variable Life Insurance Policy
     A.10.  Application Form
     A.11.  Powers of Attorney

                         COVA FINANCIAL LIFE INSURANCE COMPANY

I, FRANCES S. COOK,  Secretary of Cova  Financial  Life  Insurance  Company (the
"Corporation"),  do hereby certify that the attached is a true and accurate copy
of  resolutions  adopted  by the  Board  of  Directors  of Cova  Financial  Life
Insurance  Company  dated March 24,  1992,  and I do further  certify  that said
resolutions have not been amended or rescinded.

VARIABLE AUTHORITY

WHEREAS,  the Corporation is desirous of developing and marketing  certain types
of variable and fixed annuity contracts,  including modified  guaranteed annuity
contracts,  and variable life insurance  contracts,  which may be required to be
registered with the Securities and Exchange  Commission  pursuant to the various
securities laws (collectively, the "Contracts"); and

WHEREAS,  it will be necessary to take certain  actions in  connection  with the
Contracts  including,  but not limited to,  establishing  separate  accounts for
segregation of assets and seeking approval of regulatory authorities;

NOW, THEREFORE, BE IT

RESOLVED,  that the  Corporation  is hereby  authorized to develop the necessary
program in order to  effectuate  the  issuance  and sale of the  Contracts,  and
further

RESOLVED,  that  the  Corporation  is  hereby  authorized  to  establish  and to
designate one or more separate  accounts of the  Corporation in accordance  with
the  provisions  of, and for the  purposes  authorized  by Section  10506 of the
California  Insurance  Code,  including  among  their  respective  purposes  the
provision of an investment  medium for such Contracts  issued by the Corporation
pursuant to such section as may be designated as participating therein; and that
any such separate  account  shall  receive,  hold,  invest and reinvest only the
monies arising from (i) premiums, contributions or payments made pursuant to the
Contracts  participating  therein;  (ii) within the limits of such section, such
assets of the  Corporation as shall be deemed  appropriate to be invested in the
same manner as the assets  applicable  to the  Corporation's  reserve  liability
under the Contracts participating in such separate accounts, or may be necessary
for the  establishment  of such  separate  accounts;  and (iii)  the  dividends,
interest and gains produced by the foregoing; and further

RESOLVED, that the proper officers of the Corporation are hereby authorized:

(i) to register the Contracts  participating in any such separate accounts under
the provisions of the Securities Act of 1933, as amended,  to the extent that it
shall be determined that such registration is necessary;

(ii) to  register  any  such  separate  accounts  with the  Securities  Exchange
Commission  under the provisions of the Investment  Corporation  Act of 1940; as
amended,  to the extent that it shall be determined  that such  registration  is
necessary;

(iii)  To  prepare,  execute  and  file  such  amendments  to  any  registration
statements  filed  under  the  aforementioned  Acts  (including   post-effective
amendments), supplements and exhibits thereto as they may be deemed necessary or
desirable;

(iv) to apply for exemption from those provisions of the aforementioned  Acts as
shall be deemed  necessary  and to take any and all other actions which shall be
deemed necessary, desirable, or appropriate in connection with such Acts;

(v) to file the Contracts  participating in any such separate  accounts with the
California  Insurance  Department  and any  other  appropriate  state  insurance
departments  and to  prepare  and  execute  all  necessary  documents  to obtain
approval of said insurance departments;

(vi) to prepare or have prepared and execute all  necessary  documents to obtain
approval of, or clearance with, or other appropriate  actions  required,  of any
other regulatory authority that may be necessary; and further

RESOLVED,  that for the purposes of facilitating the execution and filing of any
registration  statement and of remedying any deficiencies therein by appropriate
amendments  (including  post-effective  amendments) or supplements  thereto, the
President of the Corporation and the Secretary of the  Corporation,  and each of
them, are hereby designated as attorneys and agents of the Corporation,  and the
appropriate  officers of the Corporation be, and they hereby are, authorized and
directed to grant the power of attorney of the  Corporation  to the President of
the  Corporation  and to the  Secretary  of the  Corporation  by  executing  and
delivering  to such  individuals,  on  behalf  of the  Corporation,  a power  of
attorney, and further

RESOLVED,  that in connection with the offering and sale of the Contracts in the
various  States  of the  United  States,  as and to the  extent  necessary,  the
appropriate  officers of the Corporation be, and they hereby are,  authorized to
take any and all such  action,  including  but not  limited to the  preparation,
execution and filing with proper state authorities, on behalf of and in the name
of the Corporation,  of such applications,  notices,  certificates,  affidavits,
powers  of  attorney,  consents  to  service  of  process,  issuer's  covenants,
certified copies of minutes of  shareholders'  and directors'  meetings,  bonds,
escrow and impounding  agreements and other writings and instruments,  as may be
required in order to render  permissible  the offering and sale of the Contracts
in such jurisdictions; and further

RESOLVED,  that the forms of any resolutions  required by any state authority to
be filed in connection  with any of the documents or instruments  referred to in
any part of the preceding resolutions be, and the same hereby are, adopted as if
fully set forth herein if (1) in the opinion of the appropriate  officers of the
Corporation,  the adoption of the  resolutions is advisable and (2) Secretary of
the  Corporation  evidences such adoption by inserting into these minutes copies
of such resolutions.

IN WITNESS  WHEREOF,  I have hereunto set my hands as of the 7th day of October,
1997.

                                       /s/ Frances S. Cook
                                       _____________________
                                       FRANCES S. COOK

                                      COVA


                     Cova Financial Life Insurance Company
                            4100 Newport Place Drive
                        Newport Beach, California 92662

COVA FINANCIAL LIFE  INSURANCE  COMPANY  ("Cova") will pay the Death Proceeds to
the  Beneficiary  upon receipt at its Policy  Service Office of due proof of the
Insured's death while this Policy is in force.

This  Policy is issued in return of the  Application  and payment of the Initial
Premium.  A copy  of the  Application  is  attached  to and  made a part of this
Policy.

This is a legal contract between the Owner and the Company.

RIGHT TO EXAMINE

You may cancel  this  Policy  during the Right To Examine  Period.  The Right To
Examine  Period begins with the day You receive this Policy and continues for 10
days.  During  the  Right To  Examine  Period  You may  return  this  Policy  by
delivering  or mailing it to Cova at its Policy  Service  Office or to the agent
through whom it was purchased.  When this Policy is received by Cova, it will be
voided as if it had never  been in force.  Cova will pay an amount  equal to the
greater of:

1.   Premiums paid; or

2.   the  Account  Value on the day this Policy is returned to Cova or the agent
     through whom it was purchased.

ALLOCATION OF PREMIUM DURING THE RIGHT TO EXAMINE PERIOD

On the Policy Date, the Initial  Premium  Payment will be allocated to the Money
Market  Subaccount  shown on the Schedule Page. The Policy Date may be before or
the same as the Issue Date.

All Subsequent  Premium  Payments  received by Cova before the expiration of the
Right to Examine Period will be allocated to the Money Market Subaccount. On the
expiration  of 15 days from the Issue Date,  the  Subaccount  Value of the Money
Market Subaccount will be allocated to the Subaccounts, in whole percentages, as
elected by You on the Application.

Signed for Cova.

     /s/ JEFFERY K. HOELZEL                   /s/ LORRY J. STENSRUD
     ----------------------                   ---------------------

MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH PROCEEDS PAYABLE AT DEATH
PERIOD OF COVERAGE NOT GUARANTEED

NONPARTICIPATING - NO DIVIDENDS

READ YOUR POLICY CAREFULLY

CASH VALUES  PROVIDED BY THIS POLICY ARE BASED ON THE  INVESTMENT  EXPERIENCE OF
THE SEPARATE  ACCOUNT AND MAY INCREASE OR DECREASE AND ARE NOT  GUARANTEED AS TO
DOLLAR AMOUNT. THE DURATION OR AMOUNT OF THE DEATH BENEFIT MAY VARY BASED ON THE
INVESTMENT  EXPERIENCE OF THE SEPARATE ACCOUNT.  SEE PAGE 4 FOR A DESCRIPTION OF
THE DEATH BENEFIT.

THE VARIABLE PROVISIONS OF THIS POLICY CAN BE FOUND ON PAGES 5 AND 9.




INDEX

                                                                            Page
                                                                            ----
Schedule Page              
Definitions                
Death Benefit Provisions            
Premium Payment Provisions          
Variable Account Provisions                 
Calculation of Values               
Monthly Deduction Provisions                
Transfer Provisions                 
Termination Provisions              
Partial Surrenders, Annual Withdrawal Amount, Surrender Charge and Deferred
 Premium Tax Charge            
Policy Loans               
Payment Provision          
Taxes Provision            
General Provisions                  
Ownership and Beneficiary           
Settlement Options                  

                                 SCHEDULE PAGE

INSURED:          [JOHN DOE]                        POLICY NUMBER:  [123]
ISSUE AGE/SEX:    [35/MALE]                         POLICY DATE:    [12/01/1996]
RATE CLASS:       [STANDARD]                        ISSUE DATE:     [12/01/1996]
OWNER:            [JOHN DOE]                        PROCESSING DATE:[1ST]

INITIAL PREMIUM:    [$10,000]

FACE AMOUNT:    [$61,230]

INITIAL MAXIMUM PREMIUM LIMIT PERCENTAGE:    [100%]

BENEFICIARY:  As stated in the  application  for this Policy  unless  changed in
accordance with the Policy Provisions.

FEES AND CHARGES:
POLICY  MAINTENANCE  FEE:        [ANNUAL  POLICY  MAINTENANCE  FEE; $30 ASSESSED
                                 ON A PRORATA BASIS  FROM  THE  SUBACCOUNTS  ON
                                 EACH  POLICY ANNIVERSARY. WAIVED IF THE ACCOUNT
                                 VALUE ON A POLICY  ANNIVERSARY  IS AT LEAST
                                 $50,000. DEDUCTED FROM A TOTAL SURRENDER
                                 REGARDLESS OF SIZE OF ACCOUNT VALUE.]

TAX EXPENSE  CHARGE:             [THE  FEDERAL TAX CHARGE OF .0015 IN YEARS 1-10
                                 DIVIDED BY 12; PLUS THE PREMIUM TAX CHARGE OF
                                 .0025 IN YEARS 1-10 DIVIDED BY 12; MULTIPLIED
                                 BY THE ACCOUNT VALUE]

ADMINISTRATIVE CHARGE:           [.0040 DIVIDED BY 12; MULTIPLIED BY THE ACCOUNT
                                 VALUE.]

MORTALITY AND EXPENSE RISK CHARGE:  [.0090 IN YEARS 1-10 (.0075 IN YEARS 11 AND
                                    AFTER) DIVIDED BY 12; MULTIPLIED BY THE 
                                    TOTAL OF THE SUBACCOUNT VALUES.]

<TABLE>
<CAPTION>
SURRENDER CHARGE
[ASSESSED AGAINST PREMIUM SURRENDERED. NOT ASSESSED ON THE ANNUAL WITHDRAWAL AMOUNT.]
         <S>      <C>      <C>      <C>
         POLICY            POLICY
         YEAR     RATE     YEAR     RATE
         ----     ----     ----     ----
         [1]      [7.5%]   [6]      [4.0%]
         [2]      [7.5%]   [7]      [3.0%]
         [3]      [7.5%]   [8]      [2.0%]
         [4]      [6.0%]   [9]      [1.0%]
         [5]      [5.0%]   [10+]    [0%]
</TABLE>

<TABLE>
<CAPTION>
DEFERRED PREMIUM TAX CHARGE
[ASSESSED AGAINST PREMIUM SURRENDERED]
         <S>      <C>      <C>      <C>
         POLICY            POLICY
         YEAR     RATE     YEAR     RATE
         ----     ----     ----     ----
         [1]      [2.25%]  [6]      [1.00%]
         [2]      [2.00%]  [7]      [.75%]
         [3]      [1.75%]  [8]      [.50%]
         [4]      [1.50%]  [9]      [.25%]
         [5]      [1.25%]  [10+]    [0%]
</TABLE>

                                 SCHEDULE PAGE
                                  (continued)


ANNUAL WITHDRAWAL AMOUNT:
[THE SUM OF: 
1.   THE  EXCESS OF THE  ACCOUNT  VALUE OVER  PREMIUMS  PAID WHICH HAVE NOT BEEN
     PREVIOUSLY SURRENDERED; PLUS

2.   10% OF  PREMIUMS.] AN ANNUAL  WITHDRAWAL  AMOUNT WHICH HAS NOT BEEN USED IN
     ANY POLICY YEAR DOES NOT CARRY OVER TO FUTURE POLICY YEARS.

ORDER OF PARTIAL SURRENDERS:
[FOR PURPOSES OF  DETERMINING  THE CHARGES  ASSESSED ON A PARTIAL  SURRENDER,  A
PARTIAL  SURRENDER WILL BE CONSIDERED TO BE MADE FIRST FROM EARNINGS,  THEN FROM
PREMIUMS.]

TRANSFER FEE:
[FOR A TRANSFER WHICH EXCEEDS 12 TRANSFERS IN A POLICY YEAR, $25 OR, IF SMALLER,
2% OF THE AMOUNT TRANSFERRED PER TRANSACTION.]

MINIMUM TRANSFER AMOUNT:
[$500 OR ENTIRE BALANCE IF LESS.]

MINIMUM PARTIAL SURRENDER AMOUNT:  [$500]

REMAINING ACCOUNT VALUE AMOUNT:  [$5,000]

MINIMUM LOAN AMOUNT:  [$500]

LOAN ACCOUNT INTEREST RATE (CREDITED):  [4%]

PREFERRED LOAN INTEREST RATE (CREDITED):  [6%]

POLICY LOAN INTEREST RATE (CHARGED):  [6%]

PREFERRED LOANS: DETERMINED ON THE  [1ST DAY OF EACH POLICY YEAR]

ELIGIBLE INVESTMENTS:
    [- COVA SERIES TRUST]
          [- J.P. MORGAN INVESTMENT MANAGEMENT]
                  [- SELECT EQUITY PORTFOLIO]
                  [- SMALL CAP STOCK PORTFOLIO]
                  [- LARGE CAP STOCK PORTFOLIO]
                  [- INTERNATIONAL EQUITY PORTFOLIO]
                  [- QUALITY BOND PORTFOLIO]
          [- LORD ABBETT ]
                  [- BOND DEBENTURE PORTFOLIO]
    [- LORD ABBETT SERIES FUND, INC.]
           [- LORD ABBETT]
                  [- GROWTH AND INCOME PORTFOLIO]
    [- GENERAL AMERICAN CAPITAL COMPANY]
          [- CONNING ]
                   [- MONEY MARKET PORTFOLIO]

VARIABLE ACCOUNT:     [COVA VARIABLE LIFE ACCOUNT FIVE]

POLICY SERVICE OFFICE:
         COVA FINANCIAL LIFE INSURANCE COMPANY
         [P.O. BOX 10366]
         [DES MOINES, IOWA  50306-0366]

                  FOR USE WITH [COVA VARIABLE LIFE ACCOUNT FIVE]
                        A SEPARATE INVESTMENT ACCOUNT OF
                      COVA FINANCIAL LIFE INSURANCE COMPANY


                                 SCHEDULE PAGE
                                  (continued)

<TABLE>
<CAPTION>
                   TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
             AND MONTHLY MAXIMUM COST OF INSURANCE CHARGE PER $1,000

                                                                                        
                           MONTHLY                  MONTHLY                    MONTHLY 
               MINIMUM     MAXIMUM        MINIMUM   MAXIMUM        MINIMUM     MAXIMUM 
               DEATH       COST OF         DEATH    COST OF         DEATH      COST OF
               BENEFIT    INSURANCE       BENEFIT   INSURANCE       BENEFIT    INSURANCE
         AGE   PERCENTAGE  CHARGE  AGE   PERCENTAGE CHARGE   AGE  PERCENTAGE   CHARGE
         ---   ----------  ------  ---    -----------------   ---  ----------   ------
         <S>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
         35       250.0    0.1808   57      142.0    1.0867   79       105.0    7.8967
         36       250.0    0.1933   58      138.0    1.1817   80       105.0    8.5783
         37       250.0    0.2075   59      134.0    1.2850   81       105.0    9.3408
         38       250.0    0.2233   60      130.0    1.4000   82       105.0    10.2008
         39       250.0    0.2417   61      128.0    1.5300   83       105.0    11.1533
         40       250.0    0.2625   62      126.0    1.6767   84       105.0    12.1767
         41       243.0    0.2850   63      124.0    1.8408   85       105.0    13.2483
         42       236.0    0.3092   64      122.0    2.0225   86       105.0    14.3508
         43       229.0    0.3358   65      120.0    2.2183   87       105.0    15.4775
         44       222.0    0.3642   66      119.0    2.4275   88       105.0    16.6275
         45       215.0    0.3942   67      118.0    2.6492   89       105.0    17.8075
         46       209.0    0.4267   68      117.0    2.8875   90       105.0    19.0358
         47       203.0    0.4608   69      116.0    3.1508   91       104.0    20.3425
         48       197.0    0.4975   70      115.0    3.4475   92       103.0    21.7858
         49       191.0    0.5383   71      113.0    3.7858   93       102.0    23.5108
         50       185.0    0.5833   72      111.0    4.1733   94       101.0    25.8308
         51       178.0    0.6358   73      109.0    4.6117   95       101.0    29.3217
         52       171.0    0.6942   74      107.0    5.0917   96       101.0    35.0825
         53       164.0    0.7608   75      105.0    5.6042   97       101.0    45.0833
         54       157.0    0.8342   76      105.0    6.1417   98       101.0    62.0958
         55       150.0    0.9133   77      105.0    6.6975   99       101.0    83.3333
         56       146.0    0.9975   78      105.0    7.2767
</TABLE>

THE MINIMUM DEATH BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 7702
OF THE INTERNAL REVENUE CODE.

THE  MAXIMUM  COST OF  INSURANCE  CHARGES DO NOT  EXCEED  THE COST OF  INSURANCE
CHARGES  BASED ON THE  1980  COMMISSIONERS  STANDARD  ORDINARY  TABLE,  AGE LAST
BIRTHDAY.

DEFINITIONS

ACCOUNT -- One or more of the Subaccount(s) of the Variable Account.

ACCOUNT VALUE -- The value of the Subaccount(s) and the Loan Account.

ACCUMULATION  UNIT -- An  accounting  unit  used to  calculate  the  value  of a
Subaccount.

AGE -- The  Insured's  Issue Age plus the number of full  Policy  Years  elapsed
since the Policy Date.

ANNUITY  UNIT -- An  accounting  unit used to  calculate  the amount of Variable
Payments.

BENEFICIARY  -- The person(s) or  entity(ies)  who/ which will receive the Death
Proceeds upon the death of the Insured.

CASH SURRENDER VALUE -- The Cash Value less Debt.

CASH VALUE -- The Account Value less any applicable  Surrender Charge,  Deferred
Premium Tax Charge and Policy Maintenance Fee.

COVA -- Cova  Financial  Life Insurance  Company.

COVERAGE AMOUNT -- The Death Benefit less the Account Value.

DEATH PROCEEDS -- The amount Cova will pay upon death of the Insured.

DEBT -- Any outstanding Loans plus accrued Loan Interest.

DUE PROOF OF DEATH -- One of the following:

1    a certified death certificate;

2.   a certified  decree of a court or competent  jurisdiction as to the finding
     of death;

3.   a written statement by a medical doctor who attended the deceased; or

4.   any other proof satisfactory to Cova.

ELIGIBLE INVESTMENT(S) -- An investment entity which comprises the Portfolios of
this Policy.

FACE AMOUNT -- The Face Amount on the Issue Date is shown on the Schedule  Page.
The Face Amount may change in accordance with the terms of the Partial Surrender
provision.

INCOME DATE -- The date payments under a Settlement Option begin.

INSURED -- The person whose life is insured under this Policy.

ISSUE AGE -- On the Policy Date, the Insured's age on his/her last birthday.

ISSUE DATE -- The date this Policy is issued.

LOAN -- The amount which is borrowed.

LOAN  ACCOUNT -- An account  established  for any amounts  transferred  from the
Subaccounts  as a result of a loan.  The Loan Account is credited  with interest
and is not based on the investment experience of any Subaccount.

MAXIMUM PREMIUM LIMIT -- The maximum total premiums that Cova permits to be paid
for this  Policy.  Cova  sets  this  limit to be less than or equal to the limit
required to qualify this Policy as life  insurance  under the  Internal  Revenue
Code.

MONTHLY  ANNIVERSARY  -- An anniversary of the Policy Date which is the same day
each  month as the  Policy  Date or the first day of the next  month if that day
occurs on a day beyond the end of any month. If a Monthly Anniversary falls on a
date which is not a Valuation  Date,  the Monthly  Anniversary  will be the next
Valuation Date.

OWNER -- You as the person named on the  Schedule  Page who has all rights under
this Policy.

PAYEE -- The natural person receiving payments under a Settlement Option.

POLICY ANNIVERSARY -- An anniversary of the Policy Date.

POLICY DATE -- The Policy Date is the date from which Policy  Anniversaries  and
Policy Years are determined. The Policy Date is shown on the Schedule Page.

POLICY LOAN  INTEREST  RATE -- The  interest  rate  charged on a Loan under this
Policy.

POLICY YEAR -- One year from the Policy Date and from each Policy Anniversary.

PORTFOLIO -- A segment of an Eligible  Investment  which  constitutes a separate
and distinct class of shares.

PREMIUM  TAX CHARGE -- The amount of tax charged  due to  assessment  to Cova of
taxes by a state or municipal entity.

PROCESSING  DATE -- The monthly date when certain  charges are deducted from the
Account Value.  The first Processing Date is the Issue Date.  Thereafter,  it is
the same day each month as the Policy Date or the first day of the next month if
that day occurs on a day beyond the end of any month. If a Processing Date falls
on a date which is not a Valuation  Date, the  Processing  Date will be the next
Valuation Date.

PRORATA  BASIS -- An  allocation  method based on the  proportion of the Account
Value in each Subaccount.

SUBACCOUNT -- A segment of the Variable Account.  Each Subaccount is invested in
a different Portfolio.

SUBACCOUNT VALUE -- The value of a Subaccount.

VALUATION DATE -- The Variable Account will be valued each day that the New York
Stock Exchange is open for trading.

VALUATION PERIOD -- The period of time beginning at the close of business of the
New York  Stock  Exchange  and  ending  at the  close of  business  for the next
succeeding  Valuation  Date.  Values are  determined  at the end of a  Valuation
Period.

VARIABLE  ACCOUNT -- A separate  investment  account of Cova  designated  on the
Schedule Page.

WRITTEN  REQUEST -- A request made in writing and  received by Cova.  YOU -- The
person named in the Application who as Owner has all rights under this policy.

DEATH BENEFIT  PROVISIONS

DEATH BENEFIT -- While this Policy is in force, the Death Benefit is the greater
of:

1.   the Face Amount; or

2.   the Minimum Death Benefit.

MINIMUM DEATH BENEFIT -- To ensure that this Policy continues to qualify as life
insurance under the Internal Revenue Code, Cova will automatically  increase the
Death Benefit so that it will never be less than the Minimum Death Benefit.  The
Minimum Death Benefit is the Account Value as of the end of the Valuation Period
multiplied by the applicable percent shown in the Table of Minimum Death Benefit
Percentages.

PAYMENT OF DEATH  BENEFIT -- The Death  Proceeds  equal the Death Benefit on the
date of the Insured's  death less any Debt.  Cova will pay the Death Proceeds to
the  Beneficiary  upon receipt at its Policy  Service Office of due proof of the
Insured's death while this Policy is in force. 

You may  choose  to have  the  Death  Proceeds  paid  in a lump  sum or  under a
Settlement  Option.  If You have not made a choice before the Insured dies,  the
Beneficiary  may choose the manner in which the Death  Proceeds  are to be paid.
Unless chosen otherwise by You or the Beneficiary,  if applicable, Cova reserves
the right to pay the Death  Proceeds  in a lump sum within 90 days of receipt of
due proof of death.

Interest  at an annual  rate of 3% or as  required by law will be payable on the
Death Proceeds from the date of the Insured's death to:

1.   if payment is made in a single sum, the date payment is made; or

2.   if payment is made under a Settlement Option, the Income Date.

The Death Benefit  payable during the Grace Period is equal to the Death Benefit
in effect  immediately  prior to the start of the Grace Period less any Debt and
any unpaid Monthly Deduction Amounts.

PREMIUM PAYMENT PROVISIONS

INITIAL  PREMIUM -- The Initial  Premium is due on the Policy Date. No insurance
is  effective  until Cova  receives  the Initial  Premium.  The Initial  Maximum
Premium Limit Percentage is shown on the Schedule Page.

SUBSEQUENT  PREMIUMS -- Subject to the Maximum  Premium Limit,  Cova will accept
Subsequent  Premium  Payments at any time. If the total of all Premium  Payments
under this Policy exceed $1,000,000, You must obtain prior approval from Cova to
make a Subsequent  Premium  Payment.  The amount and frequency of any Subsequent
Premium Payment made will affect the Account Value and the amount or duration of
insurance under this Policy.

A Subsequent  Premium  Payment that results in an increase in the Death  Benefit
will be accepted only after Cova approves evidence of insurability.

A Subsequent Premium Payment must be made to Cova's Policy Service Office.

PREMIUM  ALLOCATION  -- The  Allocation  of Premium  during the Initial  Premium
Payment is allocated as stated in the Right to Examine Period Provision.

Upon  written  request,  You may change the  premium  allocation.  A  Subsequent
Premium  Payment  received  after the  expiration of the Right to Examine Period
will be allocated to the Subaccounts according to Your most recent instructions.

GRACE PERIOD -- The Grace Period is the 61 days after a Processing Date on which
the  Cash  Surrender  Value  is not  sufficient  to cover  any  overdue  Monthly
Deduction Amounts and the Policy  Maintenance Fee. If sufficient  Premium is not
paid by the end of the Grace Period, this Policy will terminate without value.

At least 61 days  before the end of the Grace  Period,  Cova will mail to You at
your last known address and any assignee of record  written notice of the length
of the Grace Period and the amount of Premium  required to continue  this Policy
in force.

The Premium  required is the amount required to continue this Policy in force to
the end of the Grace Period.

VARIABLE ACCOUNT PROVISIONS
VARIABLE  ACCOUNT -- The Variable  Account is a separate  investment  account of
Cova. It is shown on the Schedule Page.  Cova has allocated a part of its assets
for this and certain other contracts to the Variable Account.  The assets of the
Variable Account are the property of Cova. However,  assets equal to liabilities
are not chargeable with the  liabilities  arising out of any other business Cova
may conduct.  The investment  policy of the Variable Account will not be changed
without  approval by the Insurance  Commissioner of the state of California.  If
required,  the approval process is on file with the Commissioner of the state in
which this Policy is issued.

INVESTMENTS OF THE VARIABLE  ACCOUNT -- Premium Payments applied to the Variable
Account are allocated to a Subaccount of the Variable Account. The assets of the
Subaccount are allocated to the Eligible Investment(s) and the Portfolio(s),  if
any,  within an Eligible  Investment  shown on the Schedule Page. Cova may, from
time to time, add additional  Eligible  Investments or Portfolios to those shown
on the Schedule  Page.  You may be permitted to transfer  Account  Values to the
additional Eligible  Investments or Portfolios.  However,  the right to make any
transfer will be limited by the terms and conditions imposed by Cova.

If the shares of any of the Eligible  Investment(s) or any  Portfolio(s)  within
the Eligible  Investments  become  unavailable  for  investment  by the Variable
Account,  or the Board of Directors  deems  further  investment  in these shares
inappropriate, Cova may limit further investment in the shares or may substitute
shares of another  Eligible  Investment for shares already  purchased under this
Policy.

VALUATION OF ASSETS -- Assets of the  Variable  Account are valued at their fair
market value in accordance with procedures of Cova.

ACCUMULATION  UNIT -- An amount  allocated to the Variable  Account is converted
into Accumulation Units for each elected Subaccount.  The number of Accumulation
Units  credited to a Subaccount  under this Policy is determined by dividing the
amount allocated to the Subaccount by the dollar value of one Accumulation  Unit
for that  Subaccount  as of the  Valuation  Period  during  which the  amount is
allocated  to the  Subaccount.  The  number of  Accumulation  Units  will not be
affected by a subsequent change in the value of the units. The Accumulation Unit
Value in a Subaccount may increase or decrease daily.

The Account  Value  attributable  to a  Subaccount  of the  Variable  Account is
determined by multiplying the number of Accumulation  Units  attributable to the
Subaccount by the Accumulation Unit Value for that Subaccount.

ACCUMULATION  UNIT VALUE -- The Accumulation Unit Value for each Subaccount will
vary to reflect the investment  experience of the applicable  Portfolio and will
be determined on each Valuation Date by multiplying the Accumulation  Unit Value
of the Subaccount on the preceding Valuation Date by a Net Investment Factor for
that Subaccount for the Valuation Period then ended.  The Net Investment  Factor
for each  Subaccount is equal to the net asset value per share of the applicable
Portfolio at the end of the  Valuation  Period (plus the per share amount of any
divided or capital gains  distribution  paid by that  Portfolio in the Valuation
Period then ended) divided by the net asset value per share of the corresponding
Portfolio at the beginning of the Valuation Period.

CALCULATION  OF VALUES The Account Value reflects the Premiums Paid, the Monthly
Deductions,  deduction of the Policy Maintenance Fee, the investment  experience
of the  Subaccounts,  the value of amounts  allocated  to the Loan  Account  and
deductions due to a Partial Surrender in the following manner:

Premiums Paid are converted to Accumulation  Units.  The Initial Premium Payment
is  allocated  to the  Policy  on the  Policy  Date.  On each  Processing  Date,
Accumulation  Units are  cancelled  to  reflect  the  deduction  of the  Monthly
Deduction Amount.

On each Policy  Anniversary,  Accumulation  Units are  cancelled  to reflect the
deduction of the Policy Maintenance Fee.

The  Accumulation  Unit  Value for a  Subaccount  is a result of the  investment
experience of the  Subaccount.  A Subaccount  Value is determined by multiplying
the number of  Accumulation  Units in the  Subaccount by the  Accumulation  Unit
Value of the Subaccount.

Accumulation  Units  are  cancelled  to  reflect  loans  and a Loan  Account  is
established.  Accumulation Units are cancelled to reflect Partial Surrenders and
the Surrender Charge and Deferred Premium Tax Charge, if any.

CASH VALUE -- The Cash Value equals:

1.   the Account Value; less

2.   the Surrender Charge, if any; less

3.   the Deferred Premium Tax Charge if any; less

4.   the Policy Maintenance Fee.

CASH SURRENDER VALUE -- The Cash Surrender Value equals:

1.   the Cash Value; less

2.   Debt, if any.

POLICY  MAINTENANCE  FEE -- The Policy  Maintenance Fee is shown on the Schedule
Page.

SURRENDER CHARGE -- The Surrender Charge is shown on the Schedule Page. DEFERRED

PREMIUM TAX CHARGE -- The  Deferred  Premium Tax Charge is shown on the Schedule
Page.

MONTHLY DEDUCTION PROVISIONS

MONTHLY DEDUCTION AMOUNT -- The Monthly Deduction Amount equals:

1.   the Administrative Charge; plus

2.   the Mortality and Expense Risk Charge; plus

3.   the Tax Expense Charge; plus

4.   the Cost of Insurance Charge.

The Monthly  Deduction is  determined on the Policy Date and
each Monthly  Anniversary of the Policy Date. The Monthly  Deduction is deducted
Prorata  from the  Subaccount  Values on each  Processing  Date.

ADMINISTRATIVE  CHARGE -- The  Administrative  Charge  is shown on the  Schedule
Page.

MORTALITY  AND EXPENSE RISK CHARGE -- The  Mortality  and Expense Risk Charge is
shown on the Schedule Page.

TAX EXPENSE CHARGE -- The Tax Expense Charge is shown on the Schedule Page.

COST OF INSURANCE  CHARGE -- The Monthly  Maximum  Cost of  Insurance  Charge is
equal to:

1.   the Maximum Cost of Insurance  Charge Rate per $1,000 shown on the Schedule
     Page; multiplied by

2.   the Coverage Amount; divided by

3.   $1,000.

The Coverage Amount equals:

1.   the Death Benefit; less

2.   the Account Value.

The  actual  Cost of  Insurance  Charge  assessed  by Cova may be less  than the
Maximum Cost of Insurance Charge shown on the Schedule Page. Cova will determine
the  actual  Cost  of  Insurance  Charge  based  on its  expectation  of  future
experience.

Any change Cova makes to the actual Cost of  Insurance  Charge will be made on a
uniform  basis for Insureds of the same age,  sex and rate class whose  coverage
has been in force for the same length of time.  No change in insurance  class or
cost will be made due to deterioration of the Insured's health.


TRANSFER PROVISIONS Upon request while this Policy is in effect after the end of
the Right To Examine Period,  You may make transfers between the Subaccounts.

A transfer is subject to the following:

1.   The maximum number of transfers  which may be made which are not subject to
     a Transfer Fee is shown on the Schedule Page.

2.   A Transfer  Fee is  deducted if a transfer  exceeds  the maximum  number of
     transfers  not subject to a Transfer  Fee. The Transfer Fee is shown on the
     Schedule  Page.  The  Transfer  Fee is  deducted  from the amount  which is
     transferred.

3.   The minimum amount which may be transferred is shown on the Schedule Page.

4.   A transfer will be effected as of the end of the Valuation Period when Cova
     receives an acceptable transfer request containing all required information
     including  the  amount  which is to be  transferred  and the  Subaccount(s)
     affected.

5.   Neither Cova nor its Policy  Service  Office are liable for a transfer made
     in accordance with Your instructions.

6. Cova reserves the right to restrict transfers to a maximum of 12 per year and
to restrict transfers from being made on consecutive Valuation Dates.


7.  Your  right  to  make  transfers  between  the  Subaccounts  is  subject  to
modification if Cova determines,  in its sole opinion,  that the exercise of the
right by one or more  Owners  is,  or would  be,  to the  disadvantage  of other
Owners. Restrictions may be applied in any manner reasonably designed to prevent
any use of the transfer right which is considered by Cova to be the disadvantage
of other Owners. A modification  could be applied to transfers to or from one or
more of the Subaccounts and could include, but not be limited to:

     a)   the requirement of a minimum time period between each transfer;

     b)   not  accepting  transfer  requests of an agent acting under a power of
          attorney on behalf of more than one Owner; or

c)   limiting the dollar amount that may be transferred  between the Subaccounts
     by an Owner at any one time.

8.   Under a Settlement Option, only one transfer may be made per Policy Year. A
     transfer may be made from Variable Payments to Fixed Payments.  No transfer
     may be made from Fixed Payments to the Variable Payments.

TRANSFERS TO OR FROM  SUBACCOUNTS -- A transfer from a Subaccount will result in
a reduction of the number of Accumulation  Units credited to the Subaccount from
which the transfer is made. The reduction will equal:

1.   the amount transferred; divided by

2.   the value of an  Accumulation  Unit for the  Subaccount as of the Valuation
     Date on which the transfer is made.

A  transfer  to a  Subaccount  will  result  in an  increase  in the  number  of
Accumulation Units credited to the Subaccount to which the transfer is made. The
increase will equal:

1.   the amount transferred; divided by

2.   the value of an  Accumulation  Unit for the  Subaccount as of the Valuation
     Date on which the transfer is made.

TERMINATION PROVISIONS TERMINATION -- This Policy will terminate on the earliest
of the following:

1.   Total Surrender of this Policy;

2.   the end of the Grace Period; or

3.   the death of the Insured.

REINSTATEMENT -- If this Policy is terminated prior to the death of the Insured,
this Policy may be reinstated if:

1.   a Total Surrender was not made for cash;

2.   Your  reinstatement  request is made within 5 years of the end of the Grace
     Period;

3.   satisfactory evidence of insurability is provided to Cova;

4.   any Debt is repaid or reinstated;

5.   sufficient premium must be paid to:

     a)   cover all Monthly  Deduction  Amounts and the Policy  Maintenance  Fee
          that are due and unpaid during the Grace Period; and

     b)   continue  this  Policy  in  force  for 2  months  after  the  date  of
          reinstatement.  The Face Amount of the reinstated policy cannot exceed
          the Face Amount at the time of  termination.  After adjusting for past
          due charges, the Account Value on the reinstatement date will equal:

1.   the Account Value at the time of termination; plus

2.   premium paid at the time of reinstatement.

The Surrender  Charge,  if any, and the Deferred Premium Tax Charge, if any, are
based on the number of Policy Years from the original Policy Date. The effective
date of the reinstatement is the next Processing Date following approval by Cova
of the application for reinstatement. 

TOTAL  SURRENDER -- You may  terminate  this Policy at any time by  submitting a
written  request to Cova.  Cova will pay the Cash Surrender  Value to You at the
time of surrender and Cova's liability under this Policy will cease.

PARTIAL  SURRENDERS,  ANNUAL  WITHDRAWAL  AMOUNT,  SURRENDER CHARGE AND DEFERRED
PREMIUM TAX CHARGE

PARTIAL  SURRENDERS -- At any time after
the Right to Examine Period expires, You may, upon written request to Cova, make
a Partial  Surrender of the Cash Surrender Value subject to the following: 

1.   A Partial  Surrender  must be for an amount at least  equal to the  Minimum
     Partial  Surrender  Amount shown on the Schedule  Page or, if smaller,  the
     remaining Cash Surrender Value.

2.   The Account Value remaining  after the Partial  Surrender is completed must
     be at least  equal  to the  Remaining  Account  Value  Amount  shown on the
     Schedule Page or Cova will terminate this Policy and pay the Cash Surrender
     Value.

3.   Unless You specify  otherwise,  the Partial Surrender will be deducted on a
     Prorata basis from the Subaccounts.

4.   The Face  Amount  will be  reduced  proportional  to the  reduction  in the
     Account Value resulting from the Partial Surrender.

ANNUAL WITHDRAWAL AMOUNT -- On a non-cumulative  basis, You may make one or more
Partial  Surrenders during any Policy Year equal to the Annual Withdrawal Amount
shown on the Schedule Page. The Deferred  Premium Tax Charge is assessed against
the  portion  of  the  Annual   Withdrawal   Amount   attributable  to  premiums
surrendered.

SURRENDER CHARGE AND DEFERRED PREMIUM TAX CHARGE -- A Total or Partial Surrender
of the Account Value may be subject to the Surrender Charge and Deferred Premium
Tax Charge.  The Surrender  Charge and the Deferred Premium Tax Charge are shown
on the Schedule Page.

The Policy Maintenance Fee is assessed against a Total Surrender.

No  Surrender  Charge or Deferred  Premium Tax Charge is assessed if this Policy
terminates due to the death of the Insured.


POLICY LOANS 

 GENERAL -- At any time after the Right to Examine  Period  expires
and while this Policy is in force and not in the Grace Period, you may borrow
against this Policy by assigning  it to Cova as sole  security.

LOAN AMOUNTS -- The Maximum Loan Amount is equal to:

1. 90% of the Account  Value;  less

2.   Loan Interest due on the next Policy Anniversary; less

3.   the Surrender Charge, if any; less

4.   the Policy Maintenance Fee, if any; less

5.   the Deferred Premium Tax Charge, if any.

No new loan may be taken which,  in combination  with existing loans and accrued
interest,  is greater  than the  Maximum  Loan  Amount.  A loan  amount  will be
transferred  from the  Subaccounts to the Loan Account on a Prorata  basis.  The
Minimum  Loan Amount for each new loan is shown on the Schedule  Page.  If total
loans equal or exceed the Cash  Value,  and  sufficient  loan  repayment  is not
received by Cova by the end of the Grace  Period,  this  Policy  will  terminate
without value.

PREFERRED  LOAN -- The amount  available  for a Preferred  Loan is the amount by
which the  Account  Value  exceeds the total  Premiums  paid which have not been
previously surrendered. The amount of the Loan Account equal to a Preferred Loan
will be  credited  with  interest  at the  Preferred  Loan  Interest  Rate.  The
Preferred  Loan Interest Rate is shown on the Schedule  Page. The Preferred Loan
Amount will be determined at the intervals shown on the Schedule Page.

INTEREST  CREDITED -- The amount of the Loan Account in excess of the  Preferred
Loan will be credited daily with interest at the Loan Account Interest Rate. The
Loan Account Interest Rate is shown on the Schedule Page.

LOAN REPAYMENTS -- All or part of a Loan may be repaid at any time that:

1.   this Policy is in force; and

2.   the Insured is alive.

There is no minimum loan  repayment  amount.  To repay a loan in full,  the loan
repayment must equal the Debt.

The amount equivalent to a loan repayment will be deducted from the Loan Account
and  allocated  to the  Subaccounts  in the  same  percentage  as  premiums  are
currently allocated to the Subaccounts.

Unless You request  otherwise,  all funds  received  while a loan is outstanding
will first be  considered  as a payment of any loan interest due, then as a loan
repayment, then as Premium paid.

LOAN  INTEREST -- Loan  Interest due Cova will accrue daily at a rate which does
not exceed the Policy  Loan  Interest  Rate  shown on the  Schedule  Page.  Loan
Interest is due on each Policy  Anniversary.  If Loan Interest is not paid,  the
difference  between the value of the Loan  Account and Debt will be  transferred
from the Subaccounts on a Prorata Basis to the Loan Account.

PAYMENT PROVISION 

 PAYMENTS
BY COVA -- Cova will pay the Death Proceeds, Total and Partial Surrenders and
Loans  attributable  to  the  Subaccounts  within  7  days  of  receipt  of  all
information needed to process the payment unless:

1.   the New York Stock Exchange is closed on 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 securities held in the
     Variable  Account is not  reasonably  practicable  or it is not  reasonably
     practicable  to  determine  the  value of the net  assets  of the  Variable
     Account;  or  

during any other period when the Securities and Exchange  Commission,  by order,
so permits for the  protection  of Owners;  provided that  applicable  rules and
regulations of the Securities and Exchange  Commission will govern as to whether
the conditions described in (2) and (3) exist.

TAXES  PROVISION 

TAXES -- Cova may assess a charge against this Policy for any taxes attributable
to the Variable Account. Cova does not expect to incur such taxes.

GENERAL PROVISIONS

THE CONTRACT -- The entire contract consists of:

1.   this Policy;

2.   the Application which is attached to this Policy; and

3.   any riders or endorsements attached to this Policy.

This Policy may be changed or altered  only by the  President  or  Secretary  of
Cova. A change or alteration must be in writing.

RELIANCES  --  This  Policy  has  been  issued  based  on  the  answers  in  the
Application. All statements in the Application will, in the absence of fraud, be
deemed  representations and not warranties.  Neither Cova nor its Policy Service
Office are liable for a request made in accordance with Your instructions.

SUICIDE -- If, within 2 years from the Policy Date, the Insured dies by suicide,
while sane or insane,  Cova's  liability  will be limited to Premiums  paid less
Debt and less Partial Surrenders.

INCONTESTABILITY  -- Cova cannot contest this Policy after it has been in force,
during the  Insured's  lifetime,  for 2 years from the Policy Date except in the
case of fraud. If this Policy is reinstated,  Cova may contest this Policy for 2
years  after  the  date  of  reinstatement  or for  any  statements  made in the
Application for reinstatement.

MISSTATEMENT OF AGE AND/OR SEX -- If it is determined that the age and/or sex of
the  Insured  was  misstated,  on the date of death of the  Insured,  the  Death
Benefit will be reduced or increased by the difference between the Death Benefit
at the  misstated age and/or sex of the Insured and the Death Benefit that would
have been  provided  by the last Cost of  Insurance  Charge at the  correct  age
and/or sex of the Insured.

NON-PARTICIPATING  -- This  Policy  is  non-participating.  It does not share in
Cova's surplus.

REPORTS -- At least once each calendar year, Cova will provide You with a report
showing:

1.   the amount of Death Benefit;

2.   the Account Value, Cash Value, Cash Surrender Value and Face Amount;

3.   Premiums paid, Monthly Deduction Amounts and Loans since the last report;

4.   the amount of any Debt;

5.   notifications required by the provisions of this Policy; and

6.   any  other  information  required  by  the  state  where  this  Policy  was
     delivered.

Cova will also send You any shareholder  reports of the Portfolios and any other
notices,  reports or documents as required by law.  Reports will be sent to Your
last known address.

POLICY  CHANGES -- To receive the tax treatment  accorded life  insurance  under
Federal laws, insurance under this Policy must initially qualify and continue to
qualify  as  life  insurance  under  the  Internal  Revenue  Code.  To  maintain
qualification to the maximum extent permitted by law, Cova reserves the right to
return Premiums paid with interest which Cova determines will cause any coverage
under this  Policy to fail to qualify as life  insurance  under  applicable  tax
laws. Additionally, Cova reserves the right to make changes in this Policy or to
make  distributions  to the extent  Cova  determines  necessary  to  continue to
qualify this Policy as life insurance and to comply with  applicable  laws. Cova
will provide advance written notice of a change.

CLAIMS OF  CREDITORS  --  Proceeds  described  in this  Policy will be free from
creditors' claims to the extent allowed by law.

ASSIGNMENT  -- No assignment of this Policy by You will be binding on Cova until
it is filed with Cova.  Cova assumes no  responsibility  for the validity of any
assignment. Any claim under an assignment will be subject to proof of the extent
of interest.  If this Policy is assigned,  Your rights and Beneficiary's  rights
are subject to the rights of the assignee of record.

BASIS OF VALUES -- All values  available under this Policy are at least equal to
those required by law.  Where  required,  a detailed  statement of the method of
computations  has been filed with the  insurance  department  of the state where
this Policy was  delivered.  Mortality  and expense  risks under this Policy are
borne by Cova.

 OWNERSHIP AND BENEFICIARY

CHANGE OF OWNER OR  BENEFICIARY  -- The Owner and  Beneficiary  are named in the
Application unless changed by You. To change the Owner or Beneficiary,  You must
notify Cova in writing while the Insured is alive.  After Cova receives  written
notice,  the change  will be  effective  as of the date You  signed the  notice,
whether or not the Insured is living when Cova receives it. However,  the change
will be subject to any payment  Cova made or actions  Cova may have taken before
Cova received the request.

You may not  change  an  irrevocable  Beneficiary.  If there  is an  irrevocable
Beneficiary, all policy changes except premium allocations and transfers require
the consent of the Beneficiary.

OWNERSHIP  -- If the Owner dies while this Policy is in force and the Insured is
living,  ownership rights pass to a successor owner, if any, or to the estate of
the Owner.

This Policy can be owned by joint owners.  Authorization  of the joint owners is
required for all policy changes except for telephone transfers.

NO NAMED  BENEFICIARY  -- If no named  Beneficiary  survives the Insured,  then,
unless this Policy provides otherwise:

1.   You will be the Beneficiary; or

2.   if You are the Insured, Your estate will be the Beneficiary.

SETTLEMENT OPTIONS 

GENERAL -- The Cash Surrender  Value or the Death Proceeds may be paid in a lump
sum or may be  applied  to one of the  following  Settlement  Options.  No Total
Surrender or Partial  Surrenders  are permitted  after  payments  begin.  If the
amount applied under a Settlement Option is less than $5,000,  Cova reserves the
right to make one lump sum  payment  in lieu of  payments  under the  Settlement
Option.  If the amount of a Settlement  Option  Payment  would be or become less
than $100,  Cova will reduce the frequency of payments to an interval which will
result in each payment  being at least $100.  The adjusted age of the Payee used
to determine payments under a Settlement Option is the Payee's age less one year
for every eight years elapsed between January 1, 1983 and the Income Date.

Cova may require proof of age of a Payee before making any payments under a life
Settlement Option under this Policy. If the age of the Payee has been misstated,
the amount payable will be the amount that the Cash  Surrender  Value would have
provided at the correct age.

After the Income Date,  any under  payments  will be made up in one sum with the
next Payment.  Any overpayments  will be deducted from future Payments until the
total is repaid.

  SETTLEMENT  OPTIONS -- The following
Settlement Options or any other option acceptable to Cova may be elected.

OPTION 1: LIFE  ANNUITY  -- A life  annuity  is an  annuity  payable  during the
lifetime of the Payee and terminating with the last payment  preceding the death
of the Payee.

OPTION 2: LIFE ANNUITY WITH 5, 10 OR 20 YEARS  GUARANTEED -- A life annuity with
a guaranteed  period is an annuity  payable  monthly  during the lifetime of the
Payee with the guarantee that payments will be made for a minimum of 5, 10 or 20
years,  as elected.  If, at the death of the Payee,  payments have been made for
less  than  the  guaranteed  period  elected,  payments  will  continue  to  the
Beneficiary for the remainder of the guaranteed period.


OPTION 3: JOINT AND LAST SURVIVOR  ANNUITY -- A joint and last survivor  annuity
is an  annuity  payable  monthly  during the joint  lifetime  of the Payee and a
designated second person,  and thereafter  during the remaining  lifetime of the
survivor,  ceasing  with the last  payment  prior to the death of the  survivor.
Based on the  options  currently  offered  Cova,  the Payee  may elect  that the
payment to the survivor be less than the payment made during the joint  lifetime
of the Payee and the designated second person.

OPTION 4: PAYMENTS FOR A DESIGNATED  PERIOD -- An amount payable monthly for the
number  of years  elected  which may be from 5 to 30  years.  If the Payee  dies
before  the  end  of  the  designated  period,  payments  will  continue  to the
Beneficiary for the remainder of the designated period.

ALLOCATION OF  SETTLEMENT  OPTION -- If a Settlement  Option is elected,  unless
otherwise  specified,  the Cash  Surrender  Value or Death  Proceeds held in the
Subaccounts  will be applied to provide  Variable  Payments based on the Prorata
amount in the applicable Subaccounts. Fixed Payments are also available.

VARIABLE  PAYMENTS -- Variable  Payments are payments which increase or decrease
in amount in accordance with the investment experience of the Subaccounts. After
the first monthly  Variable Payment has been determined by using the appropriate
Annuity Table, the number of Subaccount  Annuity Units is determined by dividing
the first monthly  payment by the appropriate  Subaccount  Annuity Unit Value on
the effective date of the payments.  The Annuity Unit Value for each  Subaccount
will depend on the investment experience of the applicable Portfolio.

The  number  of  Annuity  Units  remains  fixed  with  respect  to a  particular
Subaccount.  If You make a transfer between  Subaccounts,  the number of Annuity
Units will change when the transfer is made and will then remain fixed in number
following  the  election.  Only one transfer may be made per Policy Year between
the Subaccounts.

The  dollar  amount  of the  second  and  subsequent  Variable  Payments  is not
predetermined  and may  increase  or  decrease  from month to month.  The actual
amount of each Variable Payment after the first is determined by multiplying the
number of Subaccount  Annuity Units by the  Subaccount  Annuity Unit Value.  The
Subaccount  Annuity  Unit  Value  will be  determined  on the date the  Variable
Payment is due.  The  Subaccount  Annuity  Unit Value is adjusted for an assumed
investment rate of 3%.

ANNUITY UNIT -- The value of an Annuity Unit for each Subaccount of the Variable
Account  was  arbitrarily  set  initially  at $10.  This was done when the first
Eligible Investment shares were purchased.

The Subaccount Annuity Unit Value at the end of any subsequent  Valuation Period
is  determined  by  multiplying  the  Subaccount  Annuity  Unit  Value  for  the
immediately  preceding Valuation Period by the net investment factor for the day
for which the Annuity Unit Value is being calculated.

NET  INVESTMENT  FACTOR -- The Net  Investment  Factor for any Subaccount of the
Variable Account for any Valuation Period is determined by dividing:

1.   the  Accumulation  Unit  Value  as of the  close of the  current  Valuation
     Period; by

2.   the  Accumulation  Unit Value as of the close of the immediately  preceding
     Valuation Period.

The Net Investment Factor
may be greater or less than one,  as the  Annuity  Unit  Value may  increase  or
decrease. 

FIXED  PAYMENTS  --  Fixed  Payments  are  payments  for  which  the  amount  is
predetermined  on the  date  the  first  payment  is made.  Fixed  Payments  are
determined by multiplying the amount applied to the Settlement  Option by a rate
which is not less than the rate specified in the Settlement Option Tables.


DESCRIPTION  OF TABLES -- The  Settlement  Option Tables show the minimum dollar
amount of the first  monthly  payment for each $1,000  applied  under an option.
Under  Option 1 and 2, the amount of each  payment will depend upon the Adjusted
Age and sex of the Payee at the time the first  payment is due.  Under Option 3,
the amount of each  payment  will depend upon the  Adjusted  Age and sex of both
Payees at the time the first  payment is due.

The Settlement Option Tables are based on the 1983 Individual  Annuity Mortality
Tables, Male/Female, with interest at an effective annual rate of 3%.

<TABLE>
<CAPTION>
                      SETTLEMENT OPTION TABLE FOR OPTION 1

                                  Life Annuity

                     Monthly Annuity Payment Under Option 1
                       For Each $1,000 Of Amount Applied

                  Male     Female           Male     Female            Male     Female
                  Monthly  Monthly          Monthly  Monthly           Monthly  Monthly
         Age      Payment  Payment  Age     Payment  Payment  Age      Payment  Payment
         ---      -------  -------  ---     -------  -------  ---      -------  -------
         <S>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
         5        2.82     2.76     32      3.35     3.19     59       5.18     4.63
         6        2.83     2.77     33      3.38     3.21     60       5.31     4.74
         7        2.85     2.78     34      3.42     3.24     61       5.45     4.85
         8        2.86     2.79     35      3.46     3.27     62       5.61     4.97
         9        2.87     2.80     36      3.50     3.30     63       5.77     5.10
         10       2.88     2.81     37      3.54     3.33     64       5.95     5.24
         11       2.90     2.82     38      3.58     3.37     65       6.13     5.38
         12       2.91     2.83     39      3.62     3.40     66       6.34     5.54
         13       2.93     2.84     40      3.67     3.44     67       6.55     5.71
         14       2.94     2.85     41      3.72     3.48     68       6.78     5.89
         15       2.96     2.87     42      3.77     3.52     69       7.02     6.08
         16       2.97     2.88     43      3.83     3.56     70       7.29     6.29
         17       2.99     2.90     44      3.88     3.60     71       7.57     6.51
         18       3.01     2.91     45      3.94     3.65     72       7.87     6.76
         19       3.03     2.93     46      4.01     3.70     73       8.19     7.02
         20       3.05     2.94     47      4.07     3.75     74       8.53     7.31
         21       3.07     2.96     48      4.14     3.80     75       8.90     7.62
         22       3.09     2.97     49      4.21     3.86     76       9.30     7.96
         23       3.11     2.99     50      4.29     3.92     77       9.72     8.33
         24       3.13     3.01     51      4.36     3.98     78       10.18    8.73
         25       3.15     3.03     52      4.45     4.05     79       10.67    9.16
         26       3.18     3.05     53      4.53     4.12     80       11.19    9.63
         27       3.20     3.07     54      4.63     4.19     81       11.75    10.14
         28       3.23     3.09     55      4.72     4.27     82       12.35    10.69
         29       3.26     3.11     56      4.83     4.36     83       12.99    11.29
         30       3.29     3.14     57      4.94     4.44     84       13.66    11.94
         31       3.32     3.16     58      5.05     4.54     85+      14.37    12.64
</TABLE>

<TABLE>
<CAPTION>
                      SETTLEMENT OPTION TABLE FOR OPTION 2
                 Life Annuity With 5, 10 or 20 Years Guaranteed
                     Monthly Annuity Payment Under Option 2
                        For Each $1,000 Of Amount Applied

         Male   5 Years  10 Years     20 Years     Male   5 Years    10 Years    20 Years
         Age   Guaranteed Guaranteed  Guaranteed   Age    Guaranteed Guaranteed  Guaranteed
         ---   ---------------------  ----------   ---    ---------------------  ----------
         <S>      <C>      <C>      <C>              <C>      <C>      <C>      <C>
         5        2.82     2.82     2.82             46       4.00     3.98     3.88
         6        2.83     2.83     2.83             47       4.06     4.04     3.94
         7        2.84     2.84     2.84             48       4.13     4.10     3.99
         8        2.86     2.86     2.85             49       4.20     4.17     4.04
         9        2.87     2.87     2.86             50       4.27     4.27     4.10
         10       2.88     2.88     2.88             51       4.35     4.31     4.16
         11       2.90     2.89     2.89             52       4.43     4.39     4.22
         12       2.91     2.91     2.90             53       4.52     4.47     4.28
         13       2.92     2.92     2.92             54       4.61     4.56     4.34
         14       2.94     2.94     2.93             55       4.70     4.65     4.40
         15       2.96     2.95     2.95             56       4.80     4.74     4.47
         16       2.97     2.97     2.96             57       4.91     4.84     4.53
         17       2.99     2.99     2.98             58       5.03     4.94     4.60
         18       3.01     3.00     3.00             59       5.15     5.05     4.66
         19       3.03     3.02     3.02             60       5.28     5.17     4.73
         20       3.04     3.04     3.04             61       5.41     5.29     4.79
         21       3.06     3.06     3.05             62       5.56     5.42     4.86
         22       3.09     3.08     3.07             63       5.72     5.55     4.92
         23       3.11     3.10     3.10             64       5.88     5.69     4.98
         24       3.13     3.13     3.12             65       6.06     5.84     5.04
         25       3.15     3.15     3.14             66       6.25     5.99     5.10
         26       3.18     3.17     3.16             67       6.45     6.15     5.15
         27       3.20     3.20     3.19             68       6.66     6.31     5.20
         28       3.23     3.23     3.21             69       6.88     6.48     5.24
         29       3.26     3.25     3.24             70       7.12     6.65     5.29
         30       3.29     3.28     3.27             71       7.37     6.82     5.32
         31       3.32     3.31     3.30             72       7.63     7.00     5.36
         32       3.34     3.34     3.33             73       7.91     7.18     5.39
         33       3.38     3.38     3.36             74       8.20     7.36     5.41
         34       3.42     3.41     3.39             75       8.51     7.53     5.43
         35       3.45     3.45     3.42             76       8.83     7.71     5.45
         36       3.49     3.49     3.46             77       9.16     7.88     5.47
         37       3.53     3.53     3.49             78       9.51     8.05     5.48
         38       3.58     3.57     3.53             79       9.88     8.21     5.49
         39       3.62     3.61     3.57             80       10.25    8.37     5.50
         40       3.67     3.66     3.61             81       10.64    8.51     5.51
         41       3.72     3.71     3.65             82       11.03    8.65     5.51
         42       3.77     3.76     3.70             83       11.42    8.78     5.52
         43       3.82     3.81     3.74             84       11.82    8.90     5.52
         44       3.88     3.86     3.79             85+      12.21    9.00     5.52
         45       3.91     3.92     3.84
</TABLE>


<TABLE>
<CAPTION>
                      SETTLEMENT OPTION TABLE FOR OPTION 2
                 Life Annuity With 5, 10 or 20 Years Guaranteed
                     Monthly Annuity Payment Under Option 2
                        For Each $1,000 Of Amount Applied

         Female 5 Years   10 Years   20 Years       Female 5 Years    10 Years    20 Years
         Age   Guaranteed Guaranteed Guaranteed      Age   Guaranteed Guaranteed  Guaranteed
         ---   --------------------------------      ---   ---------------------  ----------
         <S>      <C>      <C>      <C>              <C>      <C>      <C>      <C>
         5        2.76     2.76     2.75             46       3.70     3.69     3.65
         6        2.77     2.77     2.76             47       3.75     3.74     3.69
         7        2.78     2.78     2.77             48       3.80     3.79     3.74
         8        2.79     2.79     2.78             49       3.86     3.84     3.79
         9        2.80     2.80     2.79             50       3.92     3.90     3.84
         10       2.81     2.81     2.80             51       3.98     3.96     3.89
         11       2.82     2.82     2.82             52       4.04     4.03     3.94
         12       2.83     2.83     2.83             53       4.11     4.09     4.00
         13       2.84     2.84     2.84             54       4.19     4.16     4.06
         14       2.85     2.85     2.85             55       4.26     4.24     4.12
         15       2.87     2.87     2.86             56       4.35     4.32     4.18
         16       2.88     2.88     2.88             57       4.43     4.40     4.25
         17       2.90     2.90     2.89             58       4.53     4.49     4.31
         18       2.91     2.91     2.91             59       4.62     4.58     4.38
         19       2.92     2.92     2.92             60       4.73     4.68     4.45
         20       2.94     2.94     2.94             61       4.84     4.78     4.52
         21       2.96     2.96     2.95             62       4.95     4.89     4.60
         22       2.97     2.97     2.97             63       5.08     5.00     4.67
         23       2.99     2.99     2.99             64       5.21     5.12     4.74
         24       3.01     3.01     3.00             65       5.35     5.25     4.81
         25       3.03     3.03     3.02             66       5.50     5.38     4.88
         26       3.05     3.05     3.04             67       5.66     5.53     4.95
         27       3.07     3.07     3.06             68       5.83     5.68     5.02
         28       3.09     3.09     3.08             69       6.02     5.83     5.08
         29       3.11     3.11     3.10             70       6.22     6.00     5.14
         30       3.14     3.14     3.13             71       6.43     6.17     5.20
         31       3.16     3.16     3.15             72       6.66     6.35     5.25
         32       3.19     3.19     3.17             73       6.90     6.54     5.29
         33       3.21     3.21     3.20             74       7.17     6.73     5.33
         34       3.24     3.24     3.23             75       7.45     6.93     5.37
         35       3.27     3.27     3.25             76       7.75     7.13     5.40
         36       3.30     3.30     3.28             77       8.06     7.33     5.43
         37       3.33     3.33     3.31             78       8.40     7.53     5.45
         38       3.36     3.36     3.34             79       8.76     7.73     5.47
         39       3.40     3.40     3.38             80       9.14     7.93     5.48
         40       3.44     3.44     3.41             81       9.54     8.12     5.49
         41       3.47     3.47     3.45             82       9.95     8.30     5.50
         42       3.51     3.51     3.48             83       10.39    8.47     5.51
         43       3.56     3.56     3.52             84       10.83    8.63     5.51
         44       3.60     3.60     3.56             85+      11.29    8.78     5.52
         45       3.65     3.65     3.60
</TABLE>

<TABLE>
<CAPTION>
                      SETTLEMENT OPTION TABLE FOR OPTION 3
                        Joint and Last Survivor Annuity
                     Monthly Annuity Payment Under Option 3
                       For Each $1,000 Of Amount Applied

                         Joint And 50% Survivor Annuity

                Female
                 Age                         Male Age
                 ---                         --------

                           50       55       60      65       70       75
                           --       --       --      --       --       --
                  <S>      <C>      <C>     <C>      <C>      <C>      <C>
                  50       4.03     4.21    4.42     4.68     4.98     5.32
                  55       4.20     4.40    4.63     4.92     5.25     5.62
                  60       4.41     4.63    4.89     5.21     5.58     6.01
                  65       4.67     4.91    5.21     5.57     6.00     6.49
                  70       4.97     5.25    5.59     6.01     6.52     7.10
                  75       5.34     5.67    6.06     6.56     7.17     7.87
</TABLE>

<TABLE>
<CAPTION>
                       Joint And 66 2/3% Survivor Annuity

                Female
                 Age                       Male Age
                 ---                       --------

                            50       55       60      65       70       75
                            --       --       --      --       --       --
                 <S>      <C>      <C>     <C>      <C>      <C>      <C>
                  50       3.86     4.00    4.16     4.33     4.51     4.70
                  55       4.02     4.19    4.38     4.58     4.79     5.02
                  60       4.20     4.40    4.63     4.87     5.14     5.41
                  65       4.40     4.64    4.91     5.22     5.55     5.89
                  70       4.61     4.90    5.23     5.62     6.04     6.49
                  75       4.85     5.18    5.58     6.06     6.62     7.22
</TABLE>

<TABLE>
<CAPTION>
                        Joint And 100% Survivor Annuity

                 Female
                  Age                     Male Age
                  ---                     --------

                           50       55       60      65       70       75
                           --       --       --      --       --       --
                 <S>      <C>      <C>     <C>      <C>      <C>      <C>
                  50       3.57     3.65    3.72     3.76     3.80     3.82
                  55       3.71     3.83    3.94     4.02     4.08     4.13
                  60       3.83     4.01    4.17     4.31     4.42     4.50
                  65       3.94     4.17    4.41     4.64     4.83     4.98
                  70       4.02     4.31    4.63     4.96     5.28     5.54
                  75       4.09     4.42    4.82     5.27     5.74     6.19
</TABLE>

Information about different age combinations will be furnished upon request.

<TABLE>
<CAPTION>
                      SETTLEMENT OPTION TABLE FOR OPTION 4

                         Payments For Designated Period
                     Monthly Annuity Payment Under Option 4
                       For Each $1,000 Of Amount Applied

                  Monthly           Monthly          Monthly
         Years    Payment  Years    Payment Years    Payment
         -----    -------  -----    -------------    -------
         <S>      <C>      <C>      <C>     <C>      <C>
         5        17.91    14       7.26    23       4.99
         6        15.14    15       6.87    24       4.84
         7        13.16    16       6.53    25       4.71
         8        11.68    17       6.23    26       4.59
         9        10.53    18       5.96    27       4.47
         10       9.61     19       5.73    28       4.37
         11       8.86     20       5.51    29       4.27
         12       8.24     21       5.32    30       4.18
         13       7.71     22       5.15
</TABLE>







MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH PROCEEDS PAYABLE AT DEATH
PERIOD OF COVERAGE NOT GUARANTEED

NONPARTICIPATING - NO DIVIDENDS

                     Cova Financial Life Insurance Company
                            4100 Newport Place Drive
                        Newport Beach, California 92662





Cova Financial Life Insurance Company
4100 Newport Place Drive
Newport Beach, California 92662

JOINT LIFE RIDER

This Rider  forms a part of the Policy to which it is  attached.  The  effective
date of this Rider is the Issue Date shown on the Schedule  Page. If spouses are
named as Joint  Insureds  under the Policy,  the Death Benefit  provision of the
Policy is amended to provide  that the Death  Benefit is payable on the death of
the last  surviving  Insured  subject to the  following: 

1.  The  actual  Cost  of  Insurance  Charge  assessed  by  Cova  is  determined
reflecting:

     a)   the anticipated life expectancy of both Insureds; and

     b)   that the Death  Benefit is payable at the death of the last  surviving
          Insured.

2. The Policy may be reinstated only if both Insureds are living.

3. The Suicide,  Incontestability  and Misstatement of Age and/or Sex provisions
apply to both Insureds.

This Rider will terminate on the date the Policy terminates. All other terms and
conditions of the Policy remain unchanged.

Cova Financial Life Insurance  Company has caused this Rider to be signed by its
President and Secretary.


/s/ JEFFERY K. HOELZEL                            /s/ LORRY J. STENSRUD
______________________Secretary                   _____________________President



Cova Financial Life Insurance Company
4100 Newport Place Drive
Newport Beach, California 92662

NURSING HOME RIDER

This Rider  forms a part of the Policy to which it is  attached.  The  effective
date of this Rider is the Issue Date shown on the Schedule Page.

While the Policy is in force after the first Policy  Anniversary,  You may, upon
written request  received by Cova,  request that Cova waive the Surrender Charge
upon the request for a Total or Partial  Surrender of the Cash  Surrender  Value
if:

1.   You or a joint owner are confined to a Nursing Home and/or  Hospital for at
     least 90  consecutive  days or confined  for a total of at least 90 days if
     there  is no  more  than  a  6-month  break  in  the  confinement  and  the
     confinements are for related causes; and

2.   The confinement begins after the first Policy Anniversary;

3.   A Total or Partial  Surrender request and adequate proof of confinement are
     received  by Cova  while  You are  confined  or  within  90 days  after the
     confinement ends; and

4.   Confinement in a Nursing Home and/or  Hospital is prescribed by a Physician
     and is Medically necessary.

If ownership of the Policy is changed to an Owner who is a natural person,  this
Rider will continue in effect.  A request to waive the Surrender  Charge may not
be made by the new Owner  until one year  following  the  effective  date of the
change in ownership.

DEFINITIONS

Hospital - A facility which:

1.   Is located in the United States or its territories;

2.   Is licensed as a hospital by the jurisdiction in which it is located;

3.   Is supervised by a staff of licensed physicians;

4.   Provides nursing services 24 hours a day by, or under the supervision of, a
     registered nurse (R.N.);

5.   Operates  primarily for the care and treatment of sick and injured  persons
     as inpatients for a charge; and

6.   Has access to medical and diagnostic facilities.

Intermediary Care Facility - A facility which:

1.   Is located in the United States or its territories;

2.   Is licensed and operated as an Intermediate Care Facility  according to the
     laws of the jurisdiction in which it is located;

3.   Provides  continuous  24  hours  a day  nursing  service  by or  under  the
     supervision  of  a  registered  graduate  professional  nurse  (R.N.)  or a
     licensed practical nurse (L.P.N.); and

4.   Maintains a daily medical record of each patient.

Medically   Necessary  -  Appropriate  and  consistent  with  the  diagnosis  in
accordance  with  accepted  standards  of practice and which could not have been
omitted without adversely affecting the individual's condition.

Nursing Home - A Skilled Nursing  Facility,  an Intermediary  Care Facility or a
Residential Care Facility. Nursing Home does not mean:

1.   A home for the aged, a community  living  center or a place that  primarily
     provides domiciliary, residency or retirement care; or

2.   A place  owned or operated  by a member of the  Owner's  immediate  family.
     Immediate  family members  include the Owner's spouse,  children,  parents,
     grandparents, grandchildren, siblings and in-laws.

Physician - A doctor of medicine  legally  authorized  to practice  medicine and
surgery by the state in which he/she performs the examination and certification,
including a doctor of osteopathy practicing within the scope of his/her practice
under  state law.  A  Physician  may not be a family  member of the Owner or the
Insured.

Residential Care Facility - A facility which:

1.   Is located in the United States or its territories;

2.   Is licensed and operated as a Residential  Care  Facility  according to the
     laws of the jurisdiction in which it is located; and

3.   Provides  nursing  care  under the  supervision  of a  registered  graduate
     professional nurse (R.N.).

Skilled Nursing Facility - A facility which:

1.   Is located in the United States or its territories;

2.   Is licensed and  operated as a Skilled  Nursing  Facility  according to the
     laws of the jurisdiction in which it is located;

3.   Provides   skilled  nursing  care  under  the  supervision  of  a  licensed
     physician;

4.   Provides  continuous  24  hours a day  nursing  services  by or  under  the
     supervision of a registered graduate professional nurse (R.N.); and

5.   Maintains a daily medical record of each patient.

This Rider will terminate on the date the Policy terminates.

All other terms and  conditions of the Policy remain  unchanged.  Cova Financial
Life  Insurance  Company has caused this Rider to be signed by its President and
Secretary.



/s/ JEFFERY K. HOELZEL                            /s/ LORRY J. STENSRUD
______________________Secretary                   _____________________President


Cova Financial Life Insurance Company
4100 Newport Place Drive
Newport Beach, California 92662

ACCELERATED DEATH BENEFIT RIDER

This Rider  forms a part of the Policy to which it is  attached.  The  effective
date of this Rider is the Issue Date shown on the Schedule Page.

Cova will pay a portion  of the Death  Proceeds  upon  receipt of proof that the
Insured is Terminally Ill, subject to the following:

1.   The Accelerated Death Benefit is payable once under this Rider.

2.   You may elect to receive the Accelerated  Death Benefit of up to 50% of the
     Death Benefit but no greater than $500,000.

3.   An Accelerated  Death Benefit request and certification by a Physician that
     the  Insured  is  Terminally  Ill  must be  received  by  Cova in a  manner
     satisfactory  to  Cova.  Cova  may  require  a  second  certification  by a
     Physician  chosen by Cova.  In the event of a conflict  of opinion  between
     Physicians, Cova reserves the right to make the final determination.

4.   The  Accelerated  Death Benefit will be used first to repay any outstanding
     Debt. After repayment of the outstanding Debt, any remaining amount will be
     paid to You as a lump  sum or  under a  payment  plan.  Subsequent  amounts
     available  for Loans or Partial  Surrenders  or as Death  Proceeds  will be
     reduced  by the  amount of the  Accelerated  Death  Benefit  plus  interest
     accrued at the Policy Loan Interest Rate.

5.   If the Policy is issued to Joint  Insureds,  an  Accelerated  Death Benefit
     will  only be  payable  upon the  Terminal  Illness  of the last  surviving
     Insured.

DEFINITIONS

PHYSICIAN - A doctor of medicine  legally  authorized  to practice  medicine and
surgery by the state in which he performs  the  examination  and  certification,
including a doctor of  osteopathy  practicing  within the scope of his  practice
under the state law. A Physician  may not be a family member of the Owner or the
Insured.

TERMINALLY ILL - Certification  by a Physician that an individual has an illness
or physical  condition which can reasonably be expected to result in death in 12
months or less after the date of the certification.

This Rider will terminate on the date the Policy terminates. All other terms and
conditions of the Policy remain unchanged. Cova Financial Life Insurance Company
has caused the Rider to be signed by its President and Secretary.


/s/ JEFFERY K. HOELZEL                            /s/ LORRY J. STENSRUD
______________________Secretary                   _____________________President

Send application and check to:
Cova Financial Life
Insurance Company
P. O. Box 10366
Des Moines, Iowa 50306-0366

Cova Financial Life Insurance Company

1.       OWNER (If different than Proposed Insured named in Item 3)
         
         Name___________________________________________________________________
               (First)              (Middle)                     (Last)

         Address________________________________________________________________
                                     (Street)
                ________________________________________________________________
                      (City)                          (State)           (Zip)

Soc. Sec. or Tax I.D. Number_____________________
Phone Number_________________________

2.       JOINT OWNER (If applicable)

         Name___________________________________________________________________
               (First)              (Middle)                           (Last)

         Address________________________________________________________________
                                    (Street)
                ________________________________________________________________
                     (City)                            (State)          (Zip)

Soc. Sec. or Tax I.D. Number_____________________
Phone Number_________________________

3.       PROPOSED INSURED

         Name___________________________________________________________________
             (First)                (Middle)                            (Last)

         Address________________________________________________________________
                                     (Street)
         _______________________________________________________________________
                    (City)                             (State)           (Zip)

         Occupation______________________

Sex   [ ] M [ ] F     Age_______

Birthdate____________/___________/___________
            (Month)     (Day)      (Year)

Place of Birth_______________________________
                 (City)   (State)  (Country)

Soc. Sec. No.________________________________

Phone Number_________________________________

4.       PROPOSED JOINT INSURED (If applicable. Must be spouse of Proposed
         Insured named in Item 3)

         Name___________________________________________________________________
             (First)                (Middle)                            (Last)

         Address________________________________________________________________
                                    (Street)
                ________________________________________________________________
                 (City)                               (State)            (Zip)

         Occupation______________________

Sex [ ] M [ ] F       Age________________

Birthdate____________/___________/___________
            (Month)     (Day)       (Year)

Place of Birth_______________________________
                (City)   (State)  (Country)

Soc. Sec. No.__________________

Phone Number___________________


5. Has the Proposed  Insured ever been diagnosed or treated for:  cancer,  heart
attack,  chest  pain,  stroke  or  insulin  dependent  diabetes?  [ ] Yes [ ] No
Proposed Joint Insured? [ ] Yes [ ] No

6.       AMOUNT OF INSURANCE/PREMIUM

         Initial Premium $________________

I (We)  (Owner)  acknowledge  that it is my (our)  intention  that the policy be
issued at the face amount corresponding to the maximum premium limit percentage.
If not, choose one: [ ] 80% [ ] 90%

         Face Amount $_____________________

7.PREMIUM ALLOCATION
         (Must be whole percentages. Must equal 100%)

J.P. Morgan Investment Management
____% Select Equity Portfolio
____% Large Cap Stock Portfolio
____% Small Cap Stock Portfolio
____% International Equity Portfolio
____% Quality Bond Portfolio

Lord Abbett
____% Growth & Income Portfolio
____% Bond Debenture Portfolio

Conning
____% Money Market Portfolio

8.       ALLOCATION DURING RIGHT TO EXAMINE

As  described  in the  accompanying  Prospectus,  the  initial  premium  will be
allocated  to the Money  Market  Portfolio  during the Right to Examine  Period.
Thereafter, the premiums will be allocated as directed in the Premium Allocation
Section.

CONDITIONAL RECEIPT

*        A premium check must be made payable to the Company.
*        Do not make the check payable to the agent.
*        Do not leave the payee blank.

A payment of  $________  in the form of a check made  payable to Cova  Financial
Life Insurance  Company was received from  __________________  for the insurance
applied for in the  application  which  bears the same date as this  Conditional
Receipt.
 
         Signature of Agent_____________________         Date________________

This receipt is not valid unless it is signed by an agent of Cova.  This receipt
is not valid unless the  required  premium has been  received by Cova and,  when
paid by check, is honored on its first presentation for payment.

*        No agent can change the terms of this conditional receipt.

If you do not hear from Cova about the proposed  insurance  within 60 days after
the  date of this  Conditional  Receipt,  please  call  Cova  at its  toll  free
telephone number: 1-800-343-8496.

Insurance In Force - Insurance under this  Conditional  Receipt will be in force
starting on the Start Date only. If each person proposed for insurance is a risk
acceptable  to Cova for the policy  exactly as applied  for,  Cova will make its
decision according to its current rules and practices.

(See other side)

9.       UNDERWRITING CONTACT INFORMATION PROPOSED INSURED

         Contact at:________________________       [ ] Home
                         (Phone Number)

                  [ ] Business_____________________
                                 (Phone Number)

         Best days and time________________________

         Special Remarks___________________________

PROPOSED JOINT INSURED
Contact at:       [ ] Home_________________________
                              (Phone Number)

                  [ ] Business______________________
                              (Phone Number)

Best days and time__________________________________

Special Remarks_____________________________________

10.      SUITABILITY

A.   Is the  policy  applied  for  consistent  with  your  insurance  needs  and
     financial objectives?

B.   Do you  understand  that the amount and  duration of the death  benefit may
     vary, depending on the investment performance of the portfolios?

C.   Do you  understand  that  the  policy  values  may  increase  or  decrease,
     depending on the investment performance of the portfolios?

D.   Did you receive the current prospectus for the policy applied for?

E.   Do you understand  that the initial  premium will be allocated to the Money
     Market Portfolio during the Right to Examine Period?

F.   Will the policy  applied for replace or change any existing life  insurance
     or annuity?

[ ] Yes    [ ] No

[ ] Yes    [ ] No
[ ] Yes    [ ] No
[ ] Yes    [ ] No
[ ] Yes    [ ] No
[ ] Yes    [ ] No

11.      SPECIAL REQUESTS
 
12.      TRANSFER AUTHORIZATIONS

I (We) acknowledge that neither Cova Financial Life Insurance Company (Cova) nor
any person authorized by Cova will be responsible for any claim, loss, liability
or expense in connection with a telephone  transfer if Cova or such other person
acted on  telephone  transfer  instructions  in good faith in  reliance  on this
authorization.

Check here if you wish to authorize telephone transfer instructions. [ ]

Check here if you wish to authorize your Registered Representative/Agent to make
transfers. [ ]


13.      DOLLAR COST AVERAGING TRANSFERS

I (We) authorize  Dollar Cost  Averaging  Transfers of $______ to be transferred
each month from the Conning  Money Market  Portfolio  ($5,000  minimum or amount
needed to complete all transfers.)
 
                  TO
                  J.P. Morgan Investment Management
                  _______% Select Equity Portfolio
                  _______% Large Cap Stock Portfolio
                  _______% Small Cap Stock Portfolio
                  _______% International Equity Portfolio
                  _______% Quality Bond Portfolio

                  Lord Abbett
                  _______% Growth and Income Portfolio
                  _______% Bond Debenture Portfolio
                  _______
                  _______
                    100   % Total

I (We)  authorize  transfers  to be made for: [ ] 12 months [ ] 24 months [ ] 36
months [ ] 48 months [ ] 60 months Other _______ months

Dollar Cost  Averaging  Transfers  and  Rebalancing  Transfers are not available
simultaneously.

14. REBALANCING TRANSFERS - I (We) authorize Rebalancing Transfers to be made in
the applicable percentages elected in the Premium Payment Allocation section.

Transfers are to be made: [ ] quarterly [ ] semi-annually [ ] annually.

Dollar Cost  Averaging  Transfers  and  Rebalancing  Transfers are not available
simultaneously.

CONDITIONAL RECEIPT

Start  Date - For  acceptable  risks,  any  insurance  under  the  terms of this
Conditional Receipt begins on the Start Date, which is the latest of:

a)   The date of completion of all parts of the application; or

b)   The date of completion of all medical or paramedical exams, tests,  x-rays,
     and EKGs required by Cova; or

c)   The date of Cova's receipt of all of the attending  physician's  statements
     and medical reports required by Cova; or

d)   A later date, if any, requested in the application; or

e)   The date of Cova's receipt of the initial premium.

Amount - The amount of  insurance  provided by this  Conditional  Receipt is the
lesser of:

a)   The face amount of insurance applied for in the application; or

b)   For a Proposed Insured up to age 65: the initial premium plus $500,000; or

c)   For a Proposed Insured over age 65: the initial premium plus $200,000.

This amount  includes any life insurance and accidental  death benefits  applied
for or in force with Cova. The amount of insurance is subject to the Limitations
Section.

Limitations - If a person  proposed for insurance dies and insurance is in force
under this Conditional  Receipt, the benefits will be limited to a return of the
premium paid for this Conditional Receipt if:

a)   The death is a result  of  suicide  while  sane or  self-destruction  while
     insane; or

b)   All questions in the application have not been answered; or

c)   All answers in the application are not true and correct; or

d)   The person  proposed for insurance is not a risk acceptable to Cova for the
     policy as exactly applied.

End of Insurance - Once started,  insurance under this Conditional  Receipt will
end at the earliest of:

a)   60 days after the date of the application; or

b)   When Cova sends notice that the  insurance  cannot be issued for the policy
     exactly as applied for; or

c)   The date any policy issued goes into effect.


(See other side)

     15.  ACKNOWLEDGMENT  AND  AUTHORIZATION  - Any person who,  with intent to
defraud or knowing  that  he/she is  facilitating  a fraud  against an  insurer,
submits an application or files a claim containing false or deceptive  statement
is guilty of insurance fraud.

     I (we) have read all the  questions  and answers in this  application.  All
responses are true and complete to the best of my (our) knowledge and belief. No
coverage  will be in effect  until:  a full  application  has been signed by the
proposed  insured(s);  and a policy has been issued;  and the full first premium
has been  received  by Cova.  Any  coverage  will be  subject  to the  terms and
conditions of the policy.

     I (we) have  received  the  notification  about  the  Federal  Fair  Credit
Reporting Act and the Medical Information Bureau.
 
     I (we) hereby authorize:  any licensed  physician or medical  practitioner;
any  hospital,  clinic or other  medical  or  medically  related  facility;  any
insurance company;  the Medical  Information Bureau; and any other organization,
institution or person,  that has any records or knowledge of me (us) or my (our)
health, to give to Cova Financial Life Insurance Company,  its Underwriters,  or
its reinsurers,  or the Medical Information  Bureau, any such information.  This
authorization  is valid for two and  one-half  years  from the date this form is
signed. An exact copy of this authorization is as valid as the original.

     I (We) agree that the information  and statements made on this  application
are true and correct to the best of my (our)  knowledge  and belief and are made
as the basis of my (our) application.

     I (We) acknowledge  receipt of the current  prospectus(es) of Cova Variable
Annuity Account One, Cova Series Trust and Lord Abbett Series Fund, Inc.

PAYMENTS  AND VALUES  PROVIDED BY THE POLICY FOR WHICH  APPLICATION  IS MADE ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT. Complete Form W-9.

16.      SIGNATURES

                  ______________________________________________________________
                    City                         State                      Date

                  ______________________________________________________________
                  Signature of Proposed Insured

                  ______________________________________________________________
                  Signature of Proposed Joint Insured, if applicable

                  ______________________________________________________________
                  Signature of Owner if other than Proposed Insured

                  ______________________________________________________________
                  Signature of Joint Owner if applicable

17.  AGENT'S REPORT Will the life insurance  replace or change any existing life
     insurance or annuity?

         [ ] No     [ ] Yes (Indicate type and cost basis information.)

           Type     Cost Basis
         [ ] Life   Pre-TEFRA         $____________       $______________
                                       (Cost Basis)           (Gain)

         [ ] Annuity  Post-TEFRA      $____________       $______________
                                       (Cost Basis)           (Gain)

         Complete any required replacement forms.

Agent's Signature_________________________________

Phone_____________________________________________

Agent's Name and Number___________________________
 
Name and Address of Firm__________________________
 

Notice of Insurance Information Practices

* This notice must be detached and given to the Proposed Insured

Medical  Information Bureau (Bureau) Notice - Information  provided to Cova will
be treated as  confidential.  But Cova or its reinsurers may make a brief report
thereon to the Bureau.  This is a  non-profit  membership  organization  of life
insurance  companies that operates an information  exchange for its members.  If
you apply to a member company for life or health insurance or submit a claim for
benefits,  the Bureau,  on  request,  will  supply the member  company  with the
information it may have in its file.

On request from you, the Bureau will arrange to disclose to you any  information
it may have in your file.  If you  question the accuracy of the contents of your
file,  you may contact the Bureau and seek a  correction.  Your  request will be
handled as provided  for in the Fair Credit  Reporting  Act.  The address of the
Bureau's   information   office  is:  P.O.  Box  105,  Essex  Station,   Boston,
Massachusetts 02212; Telephone Number: (617) 426-3680.

Cova or its  reinsurers  also  may  release  information  to  those  other  life
insurance  companies  to which you may apply  for life or  health  insurance  or
submit a claim for benefits.

(See other side)

Notice of Insurance Information Practices

* This notice must be detached and given to the Proposed Insured

General  Information  Practices - As  authorized  by you when you  complete  the
application,  Cova may get  information  from  sources  other  than the  persons
proposed for insurance.  In certain  circumstances  Cova may give information it
has gathered to third parties  without your further  authorization.  Cova shares
only  as  much  information  as is  needed  to  accomplish  the  purpose  of the
disclosure.  Cova discloses Medical  Information  Bureau information only to its
reinsurers.  Persons who are the subject of  information  Cova collects may have
the right to access and  correction.  Cova may be required by law to furnish you
with a detailed  description  of our  information  practices  upon  receipt of a
request from you in writing.

Fair Credit Reporting Act Notice - As part of its regular  procedures,  Cova may
get an  investigative  consumer  report.  This  report may  concern  each person
proposed for insurance. It may deal with character, general reputation, personal
traits and mode of living.  It may involve  personal  interviews  with  friends,
neighbors,  associates or other  persons.  You have the right to make,  within a
reasonable amount of time, a written request for details on the nature and scope
of this report.  You may have the right to ask to be  interviewed  in connection
with the making of the report and,  contact  the  consumer  reporting  agency to
review a copy of the report.  If you write to Cova, we will let you know whether
Cova has in fact  obtained  a report,  and if so,  the name and  address  of the
agency making the report.


(See other side)

                          LIMITED POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that I, E. Thomas Hughes, Jr., a Director
of  Cova  Financial Life Insurance Company, a corporation duly organized under
the  laws  of  the  State  of  California, do hereby appoint Lorry J. Stensrud
and/or  Jeffery K. Hoelzel, or either one of the foregoing individually, as my
attorney  and  agent,  for me, and in my name as a Director of this Company on
behalf  of  the  Company or otherwise, with full power to execute, deliver and
file  with  the  Securities and Exchange Commission all documents required for
registration  of  variable annuity and variable life insurance contracts under
the  Securities  Act  of  1933,  as  amended,  and  the  registration  of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do  and  perform  each  and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
     WITNESS my hand this 15th day of April, 1996.

WITNESS:

/S/DEBRA J. FERGUSON                      /S/E. THOMAS HUGHES, JR.
________________________________        ______________________________________
                                                E. Thomas Hughes, Jr.


                         
                          LIMITED POWER OF ATTORNEY


          KNOW  ALL  MEN  BY THESE PRESENTS, that I, William C. Mair, Sr. Vice
President, Controller and a Director of Cova Financial Life Insurance Company,
a  corporation  duly  organized  under the laws of the State of California, do
hereby  appoint  Lorry J. Stensrud and/or Jeffery K. Hoelzel, or either one of
the  foregoing  individually, as my attorney and agent, for me, and in my name
as  Sr. Vice President, Controller and a Director of this Company on behalf of
the  Company  or  otherwise, with full power to execute, deliver and file with
the Securities and Exchange Commission all documents required for registration
of variable annuity and variable life insurance contracts under the Securities
Act  of 1933, as amended, and the registration of unit investment trusts under
the Investment Company Act of 1940, as amended, and to do and perform each and
every  act  that  said attorney may deem necessary or advisable to comply with
the intent of the aforesaid Acts.

     WITNESS my hand this 11th day of April, 1996.


WITNESS:


/S/DOLORES DELGADO                      /S/WILLIAM C. MAIR
________________________________        ______________________________________
                                           William C. Mair


                          LIMITED POWER OF ATTORNEY


       KNOW ALL MEN BY THESE PRESENTS, that I, Matthew P. McCauley, a Director
of  Cova  Financial Life Insurance Company, a corporation duly organized under
the  laws  of  the  State  of  California, do hereby appoint Lorry J. Stensrud
and/or  Jeffery K. Hoelzel, or either one of the foregoing individually, as my
attorney  and  agent,  for me, and in my name as a Director of this Company on
behalf  of  the  Company or otherwise, with full power to execute, deliver and
file  with  the  Securities and Exchange Commission all documents required for
registration  of  variable annuity and variable life insurance contracts under
the  Securities  Act  of  1933,  as  amended,  and  the  registration  of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do  and  perform  each  and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.

     WITNESS my hand this 12th day of April, 1996.


WITNESS:


/S/VICTORIA A. QUINT                    /S/MATTHEW P. McCAULEY
________________________________        ______________________________________
                                           Matthew P. McCauley




                          LIMITED POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that I, John W. Barber, a Director of
Cova  Financial Life Insurance Company, a corporation duly organized under the
laws  of  the  State of California, do hereby appoint Lorry J. Stensrud and/or
Jeffery  K.  Hoelzel,  or  either  one  of  the  foregoing individually, as my
attorney  and  agent,  for me, and in my name as a Director of this Company on
behalf  of  the  Company or otherwise, with full power to execute, deliver and
file  with  the  Securities and Exchange Commission all documents required for
registration  of  variable annuity and variable life insurance contracts under
the  Securities  Act  of  1933,  as  amended,  and  the  registration  of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do  and  perform  each  and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.

     WITNESS my hand this 15th day of April, 1996.

WITNESS:


/S/DOLORES DELGADO                      /S/JOHN W. BARBER
________________________________        ______________________________________
                                           John W. Barber



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