COVA VARIABLE LIFE ACCOUNT FIVE
S-6, 1999-07-19
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                                                      Registration No. 333-_____
 -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6

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

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

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

C.  4100 Newport Place Drive, Suite 840
    Newport Beach, CA 92600
    (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 Bernard J. Spaulding
    Blazzard, Grodd & Hasenauer, P.C.      Senior Vice President and
    P.O. Box 5108                          General Counsel
    Westport, CT 06881                     Cova Financial Life Insurance
    (203) 226-7866                         Company
                                           One Tower Lane, Suite 3000
                                           Oakbrook Terrace, IL 60181-4644

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

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

    Continuous  offering

G.  Amount  of  Filing  Fee:  Not  Applicable

H.  Approximate date of proposed public offering:

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

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

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

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

2             Other Information; The Company

3             Not Applicable

4             Other Information

5             The Separate Account

6(a)          Not Applicable
 (b)          Not Applicable

7             Not Applicable

8             Not Applicable

9             Legal Proceedings

10            Purchases

11            Investment Options

12            Investment Options

13            Expenses

14            Purchases

15            Purchases

16            Investment Options

17            Access to Your Money

18            Access to Your Money

19            Reports to Owners

20            Not Applicable

21            Access to Your Money

22            Not Applicable

23            Not Applicable

24            Ownership

25            The Company

26            Expenses

27            The Company

28            The Company

29            The Company

30            The Company

31            Not Applicable

32            Not Applicable

33            Not Applicable

34            Not Applicable

35            Cova; Other Information

36            Not Applicable

37            Not Applicable

38            Other Information

39            Other Information

40            Not Applicable

41            Not Applicable

42            Not Applicable

43            Not Applicable

44            Purchases

45            Other Information

46            Access to Your Money

47            Not Applicable

48            Not Applicable

49            Not Applicable

50            Not Applicable

51            Cova; Purchases

52            Investment Options

53            The Separate Account

54            Not Applicable

55            Not Applicable

56            Not Applicable

57            Not Applicable

58            Not Applicable

59            Financial Statements

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

                                EXPLANATORY NOTE

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

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



                                FLEXIBLE PREMIUM
                         VARIABLE LIFE INSURANCE POLICY

                                    ISSUED BY

                      COVA FINANCIAL LIFE INSURANCE COMPANY
                         COVA VARIABLE LIFE ACCOUNT FIVE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

The Policy:

         *        is not a bank deposit.
         *        is not federally insured.
         *        is not endorsed by any bank or government agency.

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

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

DATE:
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                              <C>
SPECIAL TERMS.....................................................................................................2

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

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

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


                                  SPECIAL TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     SUMMARY

The Variable Life Insurance Policy

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

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

         *        the frequency and amount of premium payments can vary;
         *        you can choose between death benefit options; and
         *        you can change the amount of insurance coverage.

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

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

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

Purchases

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

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

Investment Choices

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Expenses

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

*    Deductions from each premium payment.

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

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

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

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

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

*    Monthly deductions from your Accumulation Account Value.

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

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

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

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

*    Deductions from the Investment Funds.

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

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

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

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

*    Deductions for surrenders, partial withdrawals and transfers.

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

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

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

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

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

Death Benefit

The amount of the death benefit depends on:

     *    the Face Amount of your Policy;

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

     *    under  some  circumstances  the  Accumulation  Account  Value  of your
          Policy.

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

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

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

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

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

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

Taxes

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

Access to Your Money

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

You can also borrow against the Accumulation Account Value of your Policy.

Other Information

Free Look.  You can cancel  the Policy  within 20 days after you  receive it (or
whatever  period is  required in your state) or the 45th day after you sign your
application,  whichever  period ends later. We will refund all premiums paid. In
the state of California, if you are 60 years or older on the Issue Date, you can
cancel  your  Policy  within 30 days after you  receive it in which case we will
refund  your  Policy's  Account  value as of the day we  receive  your  returned
Policy.  Upon  completion  of the  underwriting  process,  we will allocate your
initial Net Premium to the Money Market Fund until the reallocation  date, which
occurs upon the  expiration of the free look period.  After that, we will invest
your  Policy's  Accumulation  Account Value and any  subsequent  premiums as you
requested.

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

     *    create or conserve one's estate;

     *    supplement retirement income; and

     *    access to funds through loans and surrenders.

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

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

Additional Features. The following additional features are offered:

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

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

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

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

Inquiries

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

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


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

         Cova Financial Life Insurance Company
         P.O. Box 66757
         St. Louis, MO 63166-6757
         800-XXX-XXXX


                                     PART I

1.  The Variable Life Insurance Policy

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

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

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

2.  Purchases

Application for a Policy

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

Premiums

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

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

Unscheduled Premiums

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

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

     (1)  refuse that premium payment; or

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

Lapse and Grace Period

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

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

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

Lapse will occur if:

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

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

     *    a grace period expires without a sufficient premium payment.

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

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

Reinstatement

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

     *    submit a written request for reinstatement;

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

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

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

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

     *    the amount of any Policy loan reinstated;

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

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



Allocation of Premium

When we receive a premium from you, we deduct:

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

     *    a Sales Charge.

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

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

Accumulation Account Value of your Policy

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

Method of Determining Accumulation Account Value of an Investment Fund

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

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

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

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

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

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

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

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

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

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

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

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

Net Investment Factor

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

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

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

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

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

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

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

         divided by

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

Our Right to Reject or Return a Premium Payment

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

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

3.  Investment Funds

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Advisor: Templeton Investment Counsel, LLC
Templeton International Fund

Advisor: Franklin Mutual Advisers LLC
Mutual Shares Investments Fund

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

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

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

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

Substitution and Limitations on Further Investments

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

Transfers

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

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

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

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

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

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

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

Dollar Cost Averaging

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

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

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

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

     2)   you request termination in writing.

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

Portfolio Rebalancing

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


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

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

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

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

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

4.  Expenses

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

Tax Charges

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

Sales Charge

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

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


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

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

Selection and Issue Expense Charge

During the first ten Policy years, we generally  assess a monthly  selection and
issue expense charge to cover the costs  associated  with the  underwriting  and
issue of the Policy.  The monthly  charge per $1,000 of Face Amount  ranges from
approximately  4 cents to one dollar,  and varies by Issue Age, risk class,  and
(except on unisex Policies) sex of the Insured.

Monthly Policy Charge

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

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

Monthly Cost of Insurance Charge

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

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

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

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

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

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

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

The net amount at risk for a Policy month is:

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

     (2)  the Accumulation Account Value at the beginning of the Policy month.

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

Charges for Additional Benefit Riders

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

Mortality and Expense Risk Charge

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



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



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

Surrender Charge

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

         *        upon surrender or lapse of the Policy;

         *        upon a partial withdrawal; or

         *        upon a Pro-Rata Surrender.

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

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

The surrender charge percentage is shown in the following table.


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

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

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

Transaction Charges

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

TEMPLETON VARIABLE PRODUCTS SERIES FUND, Class 1 Shares

Advisor: Templeton Asset Management Ltd.
Templeton Developing Markets Fund                                      1.25%            0.41%             1.66%

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

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


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

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

(2)  The expenses shown with respect to the Real Estate Investment Portfolio are
     net of voluntary reimbursements. Expenses have been capped at .95% annually
     and the adviser to the Fund intends to continue such reimbursements for the
     foreseeable  future.  The estimated expenses for the Real Estate Investment
     Portfolio,  before  reimbursement,  are: .90% management fees and 1.41% for
     other expenses.

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

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

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

(6)  Pursuant to its  agreement  with Kemper  Variable  Series,  the  investment
     manager  and the  accounting  agent have  agreed,  for the one year  period
     commencing on May 1, 1999, to limit their  respective fees and to reimburse
     other  operating  expenses,  in a manner  communicated  to the Board of the
     Fund,  to the extent  necessary  to limit total  operating  expenses of the
     Kemper  Small Cap Value  Portfolio  to .84%.  The  amounts set forth in the
     table above reflect  actual  expenses for the past fiscal year,  which were
     lower than these expense limits.

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

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

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

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

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

5.  DEATH BENEFIT

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

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

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

     *    the Face Amount; or

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

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

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

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

            Applicable Percentage of Accumulation Account Value Table
                         For Insureds Less Than Age 100

            Insured Person's Age               Policy Accumulation Account Value
                                                          Multiple Percentage
                40 or under                                       250%
                     45                                           215%
                     50                                           185%
                     55                                           150%
                     60                                           130%
                     65                                           120%
                     70                                           115%
                  78 to 90                                        105%
                  95 to 99                                        101%


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

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

     *    the Face Amount; or

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

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

Change in Death Benefit

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

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

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

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

Change in Face Amount

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

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

6.  TAXES

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

Life Insurance in General

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

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




Taking Money out of Your Policy

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

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

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

Diversification

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

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



7.  ACCESS TO YOUR MONEY

Policy Loans

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

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

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

     *    interest to the next loan interest due date; less

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

     *    any existing loan; less

     *    any surrender charge; plus

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

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

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

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

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

Loan Interest Charged

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

                           For Loans                          Annual
                           Outstanding During                 Interest Rate
                           Policy Years     1-10              4.50%
                           Policy Years     11-20             4.25%
                           Policy Years     21+               4.15%

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

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

Security

The Policy will be the only security for the loan.

Repaying Policy Debt

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

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

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

Partial Withdrawals

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

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

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

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

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

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

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

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

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

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

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

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

Pro-Rata Surrender

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

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

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

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

Full Surrenders

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

8. OTHER INFORMATION

Cova

Cova  Financial 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.

Distribution

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

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

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

Year 2000

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

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

The Separate Account

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

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

Suspension of Payments or Transfers

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

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

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

     3)   an  emergency  exists as a result of which  disposal  of shares of the
          Investment Funds is not reasonably practicable or we cannot reasonably
          value the shares of the Investment Funds;

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

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

Ownership

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

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

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

One or more irrevocable Beneficiaries may be named.

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

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

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

Adjustment of Charges

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

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

PART II

Executive Officers and Directors



<TABLE>
<CAPTION>
The directors and executive officers of Cova and their principal occupations for the past five years are as
follows:
                               Principal Occupation During
Name                           the Past 5 Years
- ----                           ----------------
<S>                            <C>
John W. Barber***              Director of Cova - June, 1995 to present; Director of First Cova Life Insurance
                               Company (FCLIC) - June, 1995 to present; Director of Cova Financial Services Life
                               Insurance Company (CFSLIC) - 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.

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

Constance A. Doern****         Vice President of Cova - 1997 to present, prior thereto Assistant Vice President
                               from 1990 to 1995; Vice President of CFSLIC - 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.

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

Philip A. Haley*               Executive Vice President of Cova - 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 CFSLIC - 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.

J. Robert Hopson*              Vice President, Chief Actuary and Director of Cova - 1991 to present; Vice
                               President, Chief Actuary and Director of CFSLIC - 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
                               CFSLIC - 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 Advisers Inc., White Oak Royalty Company, Walnut Street Funds, Inc., and
                               RGA Reinsurance Company -October, 1994 to present.

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

Lisa O. Kirchner****           Vice President of Cova - 1997 to present, prior thereto Assistant Vice President
                               from 1990 to 1995; Vice President of CFSLIC - 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.

Richard A. Liddy**             Chairman of the Board of Directors of Cova, CFSLIC, FCLIC, CLMC, Advisory and Cova
                               Investment Allocation Corporation (Allocation) - April, 1997 to present; Chairman
                               of the Board, President and Chief Executive Officer of General American 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 and Director of Cova, CFSLIC and FCLIC from 1995 to present;
                               Vice President, Controller and Director of Cova from 1995 to 1998, prior
                               thereto Vice President, Controller, Treasurer and Director. Vice President,
                               Controller and Director of CFSLIC from 1995 to 1998, prior thereto Vice
                               President, Controller, Treasurer and Director; Director of FCLIC from 1993 to
                               present; Vice President, Controller and Director of FCLIC from 1992 to 1998;
                               Secretary of FCLIC from 1992 to 1995; Vice President, Treasurer, Controller and
                               Director of Advisory - 1993 to present; Vice President, Treasurer, Controller and
                               Director of Allocation - 1994 to present; Director of CLSC - 1992 to present;
                               Senior Vice President, Treasurer, Controller and Director of CLMC - 1989 to
                               present; Vice President, Treasurer, Controller, Chief Financial Officer, Chief
                               Accounting Officer and Trustee of Cova Series Trust (Trust) - 1996 to present.

Matthew P. McCauley**          Assistant Secretary and Director of Cova - June, 1995 to present; Assistant
                               Secretary and Director of CFSLIC - 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 and Director of Cova - May, 1997 to present; Executive
                               Vice President and Director of CFSLIC - May, 1997 to present; Executive Vice
                               President and Director of FCLIC - May, 1997 to present; Executive Vice
                               President of CLMC - May, 1997 to present; Executive Vice President and
                               Director of Advisory - December, 1996 to present; Executive Vice President,
                               Chief Financial Officer and Director of FCLIC - May, 1997 to present,
                               Executive Vice President and Director of Allocation - December, 1996 to present.

Leonard M. Rubenstein**        Director of Cova, CFSLIC, 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 CFSLIC - 1985 to
                               present; and CLMC - 1989 to present.

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

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

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

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

Peter L. Witkewiz*             Vice President and Controller of Cova, CFSLIC and FCLIC - July 1998 to present;
                               Vice President of Cova, CFSLIC and FCLIC - 1993 to June, 1998.

<FN>
*    Business Address: Cova, One Tower Lane, Suite 3000, Oakbrook Terrace, IL 60181
**   Business Address: General American, 700 S. Market Street, St. Louis, MO 63101
***  Business Address: General American, 13045 Tesson Ferry Road, St. Louis, MO 63128
**** Business Address: J&H/KVI, 1776 West Lakes Parkway, West Des Moines, IA 50266
</FN>
</TABLE>


Voting

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

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

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

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

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

Disregard  of Voting  Instructions

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

Legal Opinions

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

Our Right to Contest

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

Federal Tax Status

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Reports to Owners

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

Legal Proceedings

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

Experts

(to be filed by amendment)

Financial Statements

(to be filed by amendment)

Appendix - Illustrations of Death Benefits and Accumulation Account Values

(to be filed by amendment)

                                     PART II

                           UNDERTAKING TO FILE REPORTS

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

     b. Pursuant to Investment  Company Act Section  26(e),  Cova Financial 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 57 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. Form of Principal Underwriter's Agreement (to be filed by Amendment)
     3.b. Selling Agreement (to be filed by Amendment)
     3.c. Schedules of Commissions (to be filed by Amendment)
     4.   Not Applicable
     5.   Flexible Premium Variable Life Insurance Policy
     5.a. Accelerated Benefit Rider
     5.b. Adjustable Benefit Term Rider
     5.c. Anniversary Partial Withdrawal Rider
     5.d. Guaranteed Survivor Plus Purchase Option Rider
     5.e. Lifetime Coverage Rider
     5.f. Preliminary Term Life Insurance Rider
     5.g. Secondary Guarantee Rider
     5.h. Supplemental Coverage Rider
     5.i. Waiver of Monthly Deduction Rider
     5.j. Waiver of Specified Premium Rider
     6.a. Articles of Incorporation of the Company**
     6.b. Bylaws of the Company**
     7.   Not Applicable
     8.   Not Applicable
     9.a. Form of Fund Participation Agreement by and among AIM Variable
          Insurance Funds, Inc., A I M Distributors, Inc., Cova Financial
          Life Insurance Company, on behalf of itself and its Separate
          Accounts, and Cova Life Sales Company***
     9.b. Form of Participation Agreement among Templeton Variable Products
          Series Fund, Franklin Templeton Distributors, Inc. and Cova
          Financial Life Insurance Company****
     9.c. Form of Fund Participation  Agreement among Oppenheimer Variable
          Account  Funds,  OppenheimerFunds,  Inc. and Cova  Financial Life
          Insurance Company***
     9.d. Form of Fund Participation Agreement among Putnam Variable Trust,
          Putnum  Mutual  Funds Corp.  and Cova  Financial  Life  Insurance
          Company***
     9.e. Form of Fund Participation Agreement among Investors Fund Series,
          Zurich Kemper Investments, Inc., Zurich Kemper Distributors, Inc.
          and Cova Financial Life Insurance Company***
     9.f. Form of  Participation  Agreement  by and between  Goldman  Sachs
          Variable Insurance Trust, Goldman, Sachs & Co. and Cova Financial
          Life Insurance Company***
    9.g.  Form  of   Participation   Agreement   among   Liberty   Variable
          Investment Trust,  Liberty Financial  Investments,  Inc. and Cova
          Financial Life Insurance Company***
    9.h.  Form of Fund Participation Agreement among Cova Financial Life
          Insurance Company, Cova Life Sales Company, Alliance Capital
          Management LP and Alliance Fund Distributors, Inc.+
    9.i.  Form of Participation Agreement among Russell Insurance Funds,
          Russell Fund Distributors, Inc. and Cova Financial Life Insurance
          Company***
    9.j.  Form of Fund Participation Agreement among MFS Variable Insurance
          Trust,  Cova Financial Life Insurance  Company and  Massachusetts
          Financial Services Company+
     10.  Application Forms
     11.  Powers of Attorney*

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

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

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

*Incorporated by reference to initial Form S-6 filed electronically on October
9, 1997.
**Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6 (File
No. 333-37559) electronically filed on November 13, 1997.
***Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4
(File No. 333-34817) as filed electronically on February 11, 1998.
****Incorporated by reference to Post-Effective Amendment No. 2 to Form S-6
(File No. 333-37559) as filed electronically on April 30, 1999.
+Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
 (File No. 333-34817) as filed electronically on November 19, 1997.


                                   SIGNATURES

As required by 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
8th day of July, 1999.

                                      COVA VARIABLE LIFE ACCOUNT FIVE

                                      Registrant

                                 By:  COVA FINANCIAL LIFE INSURANCE COMPANY

                                 By: /s/LORRY J. STENSRUD
                                    ______________________________


                                      COVA FINANCIAL LIFE INSURANCE COMPANY

Attest:


/s/ MARK E. REYNOLDS                 /s/LORRY J. STENSRUD
________________________         By: ______________________________

Executive Vice President
- ------------------------
   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                        7/8/99
- --------------------                                                                   -------
Lorry J. Stensrud                                                                        Date

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

                                         Director
- --------------------                                                                   -------
J. Robert Hopson                                                                         Date

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

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

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

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

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


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

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



                               INDEX TO EXHIBITS


EX-99.A.5.   Flexible Premium Variable Life Insurance Policy
EX-99.A5.a.  Accelerated Benefit Rider
EX-99.A5.b.  Adjustable Benefit Term Rider
EX-99.A5.c.  Anniversary Partial Withdrawal Rider
EX-99.A5.d.  Guaranteed Survivor Plus Purchase Option Rider
EX-99.A5.e.  Lifetime Coverage Rider
EX-99.A5.f.  Preliminary Term Life Insurance Rider
EX-99.A5.g.  Secondary Guarantee Rider
EX-99.A5.h.  Supplemental Coverage Rider
EX-99.A5.i.  Waiver of Monthly Deduction Rider
EX-99.A5.j.  Waiver of Specified Premium Rider
EX-99.A.10.  Application Forms


<TABLE>
<CAPTION>
                  COVA                                                                          POLICY NUMBER:
           COVA FINANCIAL LIFE                                                                  16,000,001
            INSURANCE COMPANY
         4100 NEWPORT PLACE DRIVE
          NEWPORT BEACH, CA 92662                                                               INSURED:
                                                                                                John Doe



                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

                                Non-Participating

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

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

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

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

                             RIGHT TO EXAMINE POLICY

                                    IMPORTANT

YOU HAVE PURCHASED A VARIABLE LIFE INSURANCE POLICY.

CAREFULLY  REVIEW IT FOR  LIMITATIONS.  IF YOU ARE UNDER AGE 60,  YOU MAY RETURN
THIS POLICY TO US OR TO THE AGENT THROUGH WHOM IT WAS  PURCHASED  WITHIN 20 DAYS
FROM THE DATE YOU RECEIVE IT. IF YOU RETURN IT WITHIN  THIS  PERIOD,  THE POLICY
WILL BE VOID FROM THE BEGINNING. WE WILL REFUND ANY PREMIUM PAID. IF YOU ARE AGE
60 OR OVER,  CALIFORNIA LAW REQUIRES THAT THIS POLICY MAY BE RETURNED  WITHIN 30
DAYS FROM THE DATE YOU RECEIVE IT FOR A REFUND OF THE POLICY'S  ACCOUNT VALUE ON
THE DAY THE  POLICY IS  RECEIVED  BY US OR THE  AGENT WHO SOLD YOU THIS  POLICY.
AFTER 30 DAYS,  CANCELLATION  MAY RESULT IN A  SUBSTANTIAL  PENALTY,  KNOWN AS A
SURRENDER CHARGE.

This policy is a legal  contract  between  the  policyowner  and Cova  Financial
Services Life Insurance Company. PLEASE READ YOUR CONTRACT CAREFULLY. This cover
sheet  provides only a brief  outline of some of the important  features of your
policy.  This cover sheet is not the  complete  insurance  contract and only the
actual policy provisions will control.  The policy itself sets forth, in detail,
the  rights  and  obligations  of both you and your  insurance  company.  It is,
therefore,  important  that you read your policy.  Signed for the company at its
Service Center, St. Louis, Missouri 63128. [800-123-4567]



     CCP00104                  SECRETARY                          0.01                 PRESIDENT
     (5/99)







                                    ALPHABETIC GUIDE TO YOUR CONTRACT



                   Page                                                          Page

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



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























        CCP00104                                                       0.02
        (5/99)















         1. POLICY SPECIFICATIONS



                                        GENERAL POLICY SPECIFICATIONS



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



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


                                     POLICY PLAN:    FLEXIBLE PREMIUM VARIABLE
                                                     LIFE INSURANCE


         CCP00104
         CCP10004
         CCPl0l
         CCP102
         CCP103
         CCP30004
         CCP40004
         CCP60004
         CCP700
         CC-519
         CCR1             ACCELERATED BENEFIT RIDER
         CCR2             ADJUSTABLE BENEFIT TERM RIDER
         CCR3             ANNIVERSARY PARTIAL WITHDRAWAL RIDER
         CCR4             $100,000 GUARANTEED SURVIVOR PURCHASE OPTION RIDER
         CCR5             LIFETIME COVERAGE RIDER
         CCR6             $55,000 PRELIMINARY TERM RIDER
         CCR7             SECONDARY GUARANTEE RIDER
         CCR8             $5,000 SUPPLEMENTAL COVERAGE TERM RIDER
         CCR10            WAIVER OF SPECIFIED PREMIUM RIDER
                          $91.30 MONTHLY PREMIUM WAIVED

         CCP10004                                         1.01









            2. POLICY SPECIFICATIONS


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

            BASIS OF COMPUTATION OF MINIMUM                             [1980 CSO MORTALITY TABLE
                VALUES                                                         FOR A MALE SMOKER,
                                                                            AGE NEAREST BIRTHDAY]


            MONTHLY RIDER (CCR5) COST OF INSURANCE
                RATE                                                                       [0.76]
            MONTHLY RIDER (CCR6) COST OF INSURANCE
                RATE                                                                       [0.02]
            MONTHLY RIDER CHARGE FOR ADJUSTABLE
                BENEFIT TERM RIDER                                                         [0.00]



            CCP10004                                    1.02


















          3. POLICY SPECIFICATIONS



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



       DESIGNATED                       ISSUE             RISK               MONTHLY EXPENSE
       INSURED                          AGE        SEX    CLASSIFICATION       CHARGE RATE


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











































       CCP10004                                1.03








                                               SURRENDER CHARGE SCHEDULE







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






                                          MAXIMUM                                                       MAXIMUM
                  POLICY                  SURRENDER                               POLICY               SURRENDER
                  MONTH                    CHARGE                                 MONTH                   CHARGE


                     1-60                   45.00%                                   91                    24.17%
                     61                     44.58%                                   92                    23.33%
                     62                     44.17%                                   93                    22.50%
                     63                     43.75%                                   94                    21.67%
                     64                     43.33%                                   95                    20.83%
                     65                     42.92%                                   96                    20.00%
                     66                     42.50%                                   97                    19.17%
                     67                     42.08%                                   98                    18.33%
                     68                     41.67%                                   99                    17.50%
                     69                     41.25%                                   100                   16.67%
                     70                     40.83%                                   101                   15.83%
                     71                     40.42%                                   102                   15.00%
                     72                     40.00%                                   103                   14.17%
                     73                     39.17%                                   104                   13.33%
                     74                     38.33%                                   105                   12.50%
                     75                     37.50%                                   106                   11.67%
                     76                     36.67%                                   107                   10.83%
                     77                     35.83%                                   108                   10.00%
                     78                     35.00%                                   109                    9.17%
                     79                     34.17%                                   110                    8.33%
                     80                     33.33%                                   111                    7.50%
                     81                     32.50%                                   112                    6.67%
                     82                     31.67%                                   113                    5.83%
                     83                     30.83%                                   114                    5.00%
                     84                     30.00%                                   115                    4.17%
                     85                     29.17%                                   116                    3.33%
                     86                     28.33%                                   117                    2.50%
                     87                     27.50%                                   118                    1.67%
                     88                     26.67%                                   119                    0.83%
                     89                     25.83%                                   120                    0.00%
                     90                     25.00%















                 CCP101













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






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





             ATTAINED AGE             RATE              ATTAINED AGE                 RATE          ATTAINED AGE             RATE


                     35               0.2191                    57                   1.5075                79             9.4575
                     36               0.2341                    58                   1.6408                80            10.1325
                     37               0.2533                    59                   1.7791                81            10.8675
                     38               0.2750                    60                   1.9325                82            11.6833
                     39               0.3000                    61                   2.1050                83            12.5858
                     40               0.3283                    62                   2.2991                84            13.5408
                     41               0.3616                    63                   2.5191                85            14.5166
                     42               0.3958                    64                   2.7616                86            15.4816
                     43               0.4350                    65                   3.0241                87            16.4216
                     44               0.4758                    66                   3.2975                88            17.4475
                     45               0.5225                    67                   3.5841                89            18.4600
                     46               0.5691                    68                   3.8791                90            19.4741
                     47               0.6200                    69                   4.1933                91            20.5100
                     48               0.6733                    70                   4.5400                92            21.6108
                     49               0.7333                    71                   4.9241                93            23.0250
                     50               0.7966                    72                   5.3608                94            24.8458
                     51               0.8700                    73                   5.8525                95            27.4966
                     52               0.9516                    74                   6.3883                96            32.0458
                     53               1.0450                    75                   6.9808                97            40.0166
                     54               1.1500                    76                   7.5916                98            54.8316
                     55               1.2616                    77                   8.2100                99            83.3333
                     56               1.3825                    78                   8.8258               100+            0.0000







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














              CCP102











                                        DEATH BENEFIT OPTION C ATTAINED AGE FACTORS






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





               ATTAINED                              ATTAINED                              ATTAINED
                  AGE                  RATE             AGE                 RATE              AGE                   RATE


                   35                 3.54993            57                 1.868348          79                 1.258853
                   36                 3.435786           58                 1.824082          80                 1.245117
                   37                 3.325754           59                 1.78175           81                 1.232006
                   38                 3.219954           60                 1.74117           82                 1.219531
                   39                 3.118295           61                 1.702324          83                 1.207765
                   40                 3.020724           62                 1.665225          84                 1.196784
                   41                 2.927158           63                 1.629891          85                 1.186567
                   42                 2.837596           64                 1.596361          86                 1.177009
                   43                 2.75175            65                 1.564606          87                 1.167922
                   44                 2.669579           66                 1.534553          88                 1.159075
                   45                 2.590837           67                 1.506032          89                 1.150468
                   46                 2.515496           68                 1.478903          90                 1.141859
                   47                 2.443231           69                 1.452988          91                 1.132984
                   48                 2.373933           70                 1.428197          92                 1.123539
                   49                 2.307409           71                 1.404534          93                 1.113181
                   50                 2.243622           72                 1.382011          94                 1.101799
                   51                 2.182405           73                 1.360714          95                 1.089164
                   52                 2.123792           74                 1.340715          96                 1.07518
                   53                 2.067728           75                 1.322003          97                 1.060138
                   54                 2.014227           76                 1.304624          98                 1.044166
                   55                 1.963262           77                 1.288433          99                 1.026482
                   56                 1.914671           78                 1.273247          100+               1.01000






















                CCP103








                                  1. DEFINITIONS IN THIS POLICY


          We, Us and Our          Cova Financial Life Insurance Company.

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

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

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

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

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

          Investment              The date the first premium is applied to the General Account and/or the Divisions of
          Start Date              the Separate Account. This date will be the later of:

                                      The Issue Date of the policy; or

                                      The date we receive the first premium at our Service Center.

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

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

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

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

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


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

          SEC                     The United States Securities and Exchange Commission.

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



       CCP30004                                                      3.01
       (5/99)







                                    2. PERSONS WITH AN INTEREST IN THE POLICY


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

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


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

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

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

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

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

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

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




       CCP30004                                                          3.02
       (5/99)









                                  4.   Trust Under Will.     When we receive at our Service Center:

                                       a) Certified copies of the Last Will and Testament of the named testator; and

                                       b) The order admitting the Will to probate; and if such Will created a trust
                                           capable of receiving proceeds;

                                       then we will pay the proceeds to the trustee.

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

                                       a)  the testator died intestate; or

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

                                       c) the testator was not the insured, but survived the insured;

                                       then we will pay the proceeds to you, unless otherwise provided.

                                       If we pay under any of these conditions, we will be discharged to the extent of
                                       such payment. We are not required to check into the validity, general terms or
                                       proper administration of the trust. Such trustee designation will not affect your
                                       rights under the policy, including the right to change the beneficiary.

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

                                       a) the trust agreement is in force; and

                                       b) the agreement permits the trustee to receive the proceeds;

                                       then we will pay the proceeds to the trustee.

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

                                       a) the trust agreement is not in effect; or

                                       b) the agreement does not permit the trustee to receive the proceeds;

                                       then we will pay the proceeds to you, unless otherwise provided.

                                       If we pay under any of these conditions, we will be discharged to the extent of
                                       such payment. We are entitled to rely on any statements or documents furnished
                                       to us by the trustee and are not required to check into the validity, general terms
                                       or proper administration of the trust agreement. Such trustee designation will not
                                       affect your rights under the policy, including the right to change the beneficiary.

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

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









       CCP30004                                                     3.03
       (5/99)







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

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


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

                                    1. The assignment is made as a written instrument,

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

                                    3. We send you an acknowledged copy.

                                    We are not responsible for determining the validity of any assignment.

                                    If a claim is based on an assignment, we may require proof of interest of the claimant.
                                    A valid assignment will take precedence over any claim of a beneficiary.

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

                                    3. GENERAL PROVISIONS


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

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

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


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



       CCP30004                                                         3.04
       (5/99)








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

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


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

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

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

           Misstatement of          If there is a misstatement of age or sex in the application, the amount of the death
           Age or Sex and           benefit will be that which would be purchased by the most recent monthly cost of
           Corrections              insurance charge at the correct age or sex.
                                    If we make any payment or policy changes in good faith, relying on our records, or
                                    evidence supplied to us, our duty will be fully discharged. We reserve the right to
                                    correct any errors in the policy.

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

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

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

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





        CCP30004                                                         3.05
        (5/99)






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

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


                                   4. SEPARATE ACCOUNT PROVISIONS


           Separate Account        The variable benefits under this policy are provided through investments in the
                                   Separate Account. This account is used for flexible premium variable life insurance
                                   policies and, if permitted by law, may be used for other policies or contracts as well.

                                   We hold the assets of the Separate Account. These assets are held separately from the
                                   assets held in the General Account. Income, gains and losses---whether or not
                                   realized---from assets allocated to the Separate Account will be credited to or charged
                                   against the account without regard to our other income, gains or losses.

                                   The portion of the assets held by the Separate Account equal to the reserves and
                                   other policy liabilities with respect to the Separate Account will not be charged with
                                   liabilities that arise from any other business we may conduct. We have the right to
                                   transfer to our General Account any assets of the Separate Account which are in
                                   excess of the reserves and other policy liabilities of the Separate Account.

                                   The Separate Account is registered with the Securities and Exchange Commission as
                                   a unit investment trust under the Investment Company Act of 1940. The Separate
                                   Account is also subject to the laws of the State of Missouri, which regulate the
                                   operations of insurance companies incorporated in Missouri. The investment policy of
                                   the Separate Account will not be changed without the approval of the Insurance
                                   Commissioner of the State of Missouri. The approval process is on file with the
                                   Insurance Commissioner of the state in which this policy was delivered.

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

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

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














       CCP30004                                                       3.06

       (5/99)








          Transfers               You may transfer amounts as follows:

                                       Between the General Account and the Divisions of the Separate Account; or
                                       Among the Divisions of the Separate Account.

                                       The first 12 requested transfers and/or partial withdrawals per policy year will be
                                       allowed free of charge; thereafter we may impose a transfer charge not to exceed
                                       the Maximum Transfer/Partial Withdrawal Charge shown on the Policy
                                       Specifications page.

                                  These transfers will be subject to the following conditions:

                                       We must receive a request for transfer in a form acceptable to us.

                                       Transfers from or among the Divisions of the Separate Account must be at least
                                       $500.00 or the entire amount you have in a Division, if smaller.

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

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

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

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

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

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

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

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

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

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




       CCP30004                                                      3.07
       (5/99)








                                   5. POLICY BENEFITS


           Policy Proceeds         The policy proceeds are:

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

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

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

                                   4.   Any loan and loan interest due.

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

                                   Option A Contract Type:

                                   The death benefit is the greater of:

                                   1. The face amount; or

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

                                   Option B Contract Type:

                                   The death benefit is the greater of:

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

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

                                   Option C Contract Type:

                                   The death benefit is the greater of:

                                   1. The face amount; or

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

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

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

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

                                   More than:                But not more than:         From:                              To:

                                          0  ....................        40              250  ....................        250
                                         40  ....................        45              250  ....................        215
                                         45  ....................        50              215  ....................        185
                                         50  ....................        55              185  ....................        150
                                         55  ....................        60              150  ....................        130
                                         60  ....................        65              130  ....................        120
                                         65  ....................        70              120  ....................        115
                                         70  ....................        75              115  ....................        105
                                         75  ....................        90              105  ....................        105
                                         90  ....................        95              105  ....................        101
                                         95  or ..................                       101
                                             higher

       CCP40004                                                        4.01
       (5/99)







           Continuation            If this policy is in force beyond the Insured's Attained Age 100, the Death Benefit will
           of the Policy           be 101% of the policy's accumulation account value.
           Beyond Attained
           Age 100                 Please note:       This policy may not qualify as life insurance after the
                                   Insured's Attained Age 100 and may be subject to tax consequences. Please
                                   consult a tax advisor prior to continuing the policy beyond the Insured's
                                   Attained Age 100. It is possible that insurance coverage may not continue
                                   even if planned premiums are paid in a timely manner.

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

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

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

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

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

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

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

                                        c. The face amount when the policy was issued.

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

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

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

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

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

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

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

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

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

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

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



       CCP40004                                                        4.02
       (5/99)








                                   If the Contract Type in effect is Option A, you may change it to Option B. Proof that the
                                   Insured is insurable by our standards on the date of the change must be submitted.

                                   The face amount will be decreased to equal the death benefit less the accumulation
                                   account value on the effective date of change. This change may not be made if it
                                   would result in a face amount which is less than the Minimum Face Amount shown on
                                   the Policy Specifications page. A surrender charge will apply to any decrease in face
                                   amount as explained in the Surrender Charge provision. The Contract Type cannot be
                                   changed from Option A to Option C.

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


                                   6. PREMIUMS AND GRACE PERIOD


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

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

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

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

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

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

           Net Premium             The net premium is:

                                   1.   The premium paid; minus

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

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

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


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

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



        CCP40004                                                       4.03
        (5/99)







          Percent of              A charge will be deducted from each premium submitted. The Maximum Percent of
          Premium Charge          Premium Charges are shown on the Policy Specifications page.

                                  The Percent of Premium Charge will vary, on a non-discriminatory basis, based on the
                                  amount of premium paid, but will never exceed the Maximum Percent of Premium
                                  Charges shown on the Policy Specifications page.

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

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

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

                                  The initial allocation is shown on the application, a copy of which is attached. We may
                                  modify the General Account Maximum Allocation Percent at any time.

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

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

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

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

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

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

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

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



       CCP40004                                                     4.04
       (5/99)








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

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


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

                                   1.  A written request for reinstatement.

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

                                   3.  A net premium payment large enough to cover:

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

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

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

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

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

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

                                   The surrender charge at the time of reinstatement will be the surrender charge in
                                   effect at the time of lapse. If only a portion of the coverage is reinstated then only the
                                   applicable portion of the surrender charge will be reinstated. If only a portion of the
                                   coverage is reinstated, the accumulation account value following reinstatement will be
                                   increased by the applicable portion of the surrender charge imposed at the time of
                                   lapse.

                                   Following reinstatement, the No-Lapse Period provision will again be applicable until
                                   the No-Lapse Premium Date, shown on the Policy Specifications page, if sufficient
                                   premium is paid so that, as of the effective date of reinstatement, the sum of all
                                   premiums paid, reduced by any partial withdrawals and any loans, is greater than the
                                   No-Lapse Monthly Premiums multiplied by the number of elapsed months since the
                                   Issue Date.











       CCP40004                                                       4.05
        (5/99)








                                   7. LOANS


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

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

                                   1. Any existing loans; and

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

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

                                   4.  Any surrender charges.

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

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


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

                                   2.  The date of termination of the policy.

                                   3.  The date the loan is repaid in full.

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

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


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












       CCP60004                                                       6.01
       (5/99)






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

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

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


                                 8. ACCUMULATION ACCOUNT VALUES


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


          Accumulation           If this policy is in force beyond the Insured's Attained Age 100, the accumulation
          Account Value          account value of your policy will be determined in the same manner as described
          After Attained         below; except no deductions will be made for monthly cost of insurance charges.
          Age 100                There will be no monthly policy charge or selection and issue expense charge after the
                                 Insured attains age 100. Premiums can not be paid after the Insured Attains Age 100.

          General Account        The accumulation account value in the General Account as of the Investment Start
          Accumulation           Date is equal to:
          Account Value               The portion of the initial net premium received and allocated to the General
                                      Account; minus

                                      The portion of the monthly deductions due from the Issue Date through the
                                      Investment Start Date charged to the General Account.

                                 The accumulation account value in the General Account on any day after the
                                 Investment Start Date is equal to:

                                      The accumulation account value on the preceding Valuation Date, with interest on
                                      such value at the current rate; plus

                                      Any portion of net premium received and allocated to the General Account on that
                                      day; plus

                                      Any amounts transferred to the General Account on that day; plus

                                      Any loan repayments allocated to the General Account on that day; plus

                                      That portion of any interest credited on outstanding loans which is allocated to
                                      the General Account on that day; minus

                                      Any amount transferred plus any transfer charge from the General Account to the
                                      Divisions of the Separate Account on that day; minus




       CCP60004                                                     6.02
       (5/99)








                                        Any partial withdrawal plus any withdrawal transaction charge made from the
                                        General Account on that day; minus

                                        Any portion of the surrender charge incurred on that day attributed to the General
                                        Account; minus

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

                                        If that day is a Monthly Anniversary, any withdrawal due to a pro rata
                                        surrender plus any withdrawal transaction charge made from the General
                                        Account on that day; minus

                                        If that day is a Monthly Anniversary, the portion of the monthly deduction
                                        charged to the General Account, to cover the policy month which starts on that
                                        day.

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

          Separate Account         The accumulation account value in each Division of the Separate Account on the
          Accumulation             Investment Start Date is equal to:
          Account Value            -    The portion of the initial net premium received and allocated to the Division; minus
                                   -    The portion of the monthly deductions due from the Issue Date through the
                                        Investment Start Date charged to the Division.

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

                                        The accumulation account value in the Division on the preceding Valuation Date
                                        multiplied by that Division's net investment factor for the current valuation period;
                                        plus

                                   -    Any portion of net premium received and allocated to the Division during the
                                        current valuation period; plus

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

                                   -    Any loan repayments allocated to the Division during the current valuation period;
                                        plus

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

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

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

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

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

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

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




       CCP60004                                                       6.03
       (5/99)







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

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

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

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

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

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

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

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

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

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

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

                                        Any loan repayments on that day; plus

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

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


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

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

                                   2. An amount as follows:

                                   Option A Contract Type: The greater of:

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

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

       CCP60004                                                        6.04
       (5/99)








                                   Option B Contract Type: The greater of:

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

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

                                   Option C Contract Type: The greater of:

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

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

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

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

          Monthly Cost             At the beginning of each policy year, the monthly cost of insurance rate is determined
          of Insurance             for the initial face amount and each increase in face amount. The monthly cost of
          Rates                    insurance rate is based on the Attained Age, risk classification, sex and completed
                                   policy years from the effective date of the initial face amount and each increase in face
                                   amount. For the initial face amount, we will use the risk classification as of the Issue
                                   Date. For each increase, we will use the risk classification applicable to the increase. If
                                   the death benefit equals a percentage of the accumulation account value, any increase
                                   in accumulation account value will cause an automatic increase in the death benefit.
                                   The risk classification for such increase will be the same as that used for the most
                                   recent increase, excluding any riders, that required proof that the Insured was
                                   insurable by our standards.

                                   The monthly cost of insurance rates will never exceed the rates shown on the Table of
                                   Guaranteed Monthly Cost of Insurance Rates page. Any change in the cost of
                                   insurance rates will apply to all persons of the same age, sex, and classification whose
                                   initial face amounts or increases in face amount have been in force for the same length
                                   of time.


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

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



       CCP60004                                                        6.05
       (5/99)







          Monthly                 The monthly deduction is:

          Deduction               1.   The monthly cost of insurance; plus

                                  2.   The selection and issue expense charge multiplied by the face amount divided by
                                       1,000; plus

                                  3.   The monthly policy charge; plus

                                  4.   The monthly cost, if any, for any rider included with this policy.

                                  The monthly deduction for a policy month will be allocated among the General
                                  Account and the Divisions of the Separate Account in the same proportion that the
                                  accumulation account value in the General Account and the accumulation account
                                  value in each Division bears to the total accumulation account value of the policy,
                                  minus the accumulation account value in the Loan Account an the Monthly
                                  Anniversary.

          Cash Surrender          The cash surrender value of this policy is:
          Value                   1.   The accumulation account value at the time of surrender; minus
                                  2.   Any loan and loan interest accrued; minus

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

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

                                  5.   Any surrender charge.

          Surrender               You  may surrender your policy for its cash surrender value at any time during the
                                  lifetime of the Insured. We will determine the cash surrender value as of the date we
                                  receive your written request at our Service Center. The cash surrender value will not
                                  be reduced by any monthly deduction due on that date for a subsequent policy month.
                                  To cancel or surrender your life insurance policy you must provide written notice to us
                                  or the servicing agent if authorized by us to receive these requests. The request must
                                  contain the items listed below: (We will not request additional information.)

                                  1.   A definite request to cancel or surrender.

                                  2.   The policy number to be canceled or surrendered.

                                  3.   The insured's name on the policy to be canceled or surrendered.

                                  4.   The policyowner's signature and, if required by the policy or by a legally binding
                                       document of which we have actual notice, the signature of a collateral assignee,
                                       irrevocable beneficiary, or other person having an interest in the policy through
                                       the legally binding document.

                                  5.   Either the policy itself, or, in lieu of the policy, a statement that the policy itself has
                                       been lost or destroyed.

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

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

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



       CCP60004                                                      6.06
       (5/99)








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

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

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

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

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

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

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

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

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

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

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

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

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

                                      c. The face amount when the policy was issued.

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



       CCP60004                                                     6.07
       (5/99)







                                  A pro rata surrender can not be processed if it will reduce the face amount below the
                                  Minimum Face Amount shown on the Policy Specifications page. No pro rata
                                  surrender will be processed for more cash surrender value than is available on the
                                  date of the pro rata surrender. A cash payment will be made to you for the amount of
                                  accumulation account value reduction less any applicable surrender charges.
          Surrender Charge        A surrender charge will apply upon surrender, upon lapse, upon a partial withdrawal
                                  that reduces the face amount, or upon a decrease in face amount for up to 10 years
                                  from the policy's Issue Date or for up to 10 years following the effective date of any
                                  increase in face amount.

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

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

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

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

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

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

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

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

                                  Transfers may also be postponed under the circumstances listed above.

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

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

      CCP60004                                                      6.08
      (5/99)








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

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

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














































       CCP60004                                                     6.09
        (5/99)







                           9. PAYMENT OF POLICY BENEFITS


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

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

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






































      CCP700                                          7.01
      (5/99)


                                                    COVA                                       Service Center
                                                                                               P.O. Box 14490
                                                                                               St. Louis, MO 63178
                                          Cova Financial Life Insurance Company                1-800-638-9294
                                                 4100 Newport Place Drive
                                             Newport Beach, California 92662








         STATE OF CALIFORNIA CONSUMER NOTICE



         The following is the address and phone number of the California Insurance Department:


                                       Department of Insurance
                                       Consumer Services Division
                                       300 S. Spring Street
                                       South Tower, Suite 210
                                       Los Angeles, CA 90013

                                       1-800-927-9045
                                       213-897-8921

         The Department of Insurance should be contacted only after the contacts between you and Cova
         Financial Life Insurance Company or its agent or other representative have failed to produce a
         satisfactory solution to the problem.


























       CC-519 (10/98)




















                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


                                Non-Participating








































                                      COVA

                               COVA FINANCIAL LIFE
                                INSURANCE COMPANY
                            4100 NEWPORT PLACE DRIVE
                             NEWPORT BEACH, CA 92662


       CCP00104

       (5/99)


                                      COVA

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



                      CALIFORNIA LIFE AND HEALTH INSURANCE
                            GUARANTEE ASSOCIATION ACT
                         SUMMARY DOCUMENT AND DISCLAIMER


Residents of  California  who purchase  life and health  insurance and annuities
should know that the insurance  companies  licensed in this state to write these
types of  insurance  are  members of the  California  Life and Health  Insurance
Guarantee Association  ("CLHIGA").  The purpose of this Association is to assure
that policyholders will be protected,  within limits, in the unlikely event that
a member insurer becomes  financially  unable to meet its  obligations.  It this
should happen, the Guarantee  Association will assess its other member insurance
companies  for the money to pay the claims of insured  persons  who live in this
state  and,  in some  cases,  to keep  coverage  in force.  The  valuable  extra
protection  provided  through the Association is not unlimited,  as noted in the
box below, and is not a substitute for consumers' care in selecting insurers.

     THE CALIFORNIA  LIFE AND HEALTH  INSURANCE  GUARANTEE  ASSOCIATION  MAY NOT
PROVIDE COVERAGE FOR THIS POLICY. IF COVERAGE IS PROVIDED,  IT MAY BE SUBJECT TO
SUBSTANTIAL  LIMITATIONS  OR  EXCLUSIONS,  AND REQUIRE  CONTINUED  RESIDENCY  IN
CALIFORNIA.  YOU SHOULD NOT RELY ON COVERAGE BY THE  ASSOCIATION IN SELECTING AN
INSURANCE COMPANY OR IN SELECTING AN INSURANCE POLICY.

     COVERAGE IS NOT  PROVIDED  FOR YOUR POLICY OR ANY PORTION OF IT THAT IS NOT
GUARANTEED  BY THE  INSURER OR FOR WHICH YOU HAVE  ASSUMED  THE RISK,  SUCH AS A
VARIABLE CONTRACT SOLD BY PROSPECTUS.

     INSURANCE COMPANIES OR THEIR AGENTS ARE REQUIRED BY LAW TO GIVE OR SEND YOU
THIS NOTICE. HOWEVER, INSURANCE COMPANIES AND THEIR AGENTS ARE PROHIBITED BY LAW
FROM USING THE EXISTENCE OF THE GUARANTEE  ASSOCIATION TO INDUCE YOU TO PURCHASE
ANY KIND OF INSURANCE POLICY.

     POLICYHOLDERS WITH ADDITIONAL  QUESTIONS SHOULD FIRST CONTACT THEIR INSURER
OR AGENT OR MAY THEN CONTACT

 Executive Director                         or            Allegra Willison, Staff Counsel
 California Life and Health Insurance                     California Department of Insurance
 Guarantee Association                                    45 Fremont Street, 24th Floor
 P.O. Box 70069                                           San Francisco, CA 94105
 Los Angeles, CA 90070

The  state  law that  provides  for  this  safety-net  coverage  is  called  the
California Life and Health  Guarantee  Association Act. Below is a brief summary
of this law's coverages,  exclusions and limits. This summary does not cover all
provisions  of the  law;  nor  does  it in any way  change  anyone's  rights  or
obligations under the Act or the rights or obligations of the Association.


    CC-88 (10/98)                                             (please turn over)







         COVERAGE

         Generally, individuals will be protected by the California Life and Health Insurance Guarantee Association if
         they live in this state and hold a life or health insurance contract, or an annuity, or if they are insured under a
         group insurance contract, issued by a member insurer. The beneficiaries, payees or assignees of insured
         persons are protected as well, even if they live in another state.

         EXCLUSIONS FROM COVERAGE

         However, persons holding such policies are not protected by this Guarantee Association if:

                 Their insurer was not authorized to do business in this state when it issued the policy or contract;
                 Their policy was issued by a health care service plan (HMO, Blue Cross, Blue Shield), a charitable
                 organization, a fraternal benefit society, a mandatory state pooling plan, a mutual assessment
                 company, an insurance exchange, or a grants and annuities society;

                 They are eligible for protection under the laws of another state. This may occur when the insolvent
                 insurer was incorporated in another state whose guaranty association protects insureds who live
                 outside that state.

         The Guarantee Association also does not provide coverage for:

                 Unallocated annuity contracts; that is, contracts which are not issued to and owned by an individual
                 and which guarantee rights to group contract holders, not individuals:

                 Employer and association plans, to the extent they are self-funded or uninsured;

                 Any policy or portion of a policy which is not guaranteed by the insurer or for which the individual has
                 assumed the risk, such as a variable contract sold by prospectus;

                 Any policy of reinsurance unless an assumption certificate was issued;

                 Interest rate yields that exceed an average rate;

                 Any portion of a contract that provides dividends or experience rating credits.

         LIMITS ON AMOUNT OF COVERAGE

         The Act limits the Association to pay benefits as follows:

         LIFE AND ANNUITY BENEFITS

                 80% of what the life insurance company would owe under a life policy or annuity contract up to
                 $100,000 in cash surrender values,
                 $100,000 in present value of annuities, or
                 $250,000 in life insurance death benefits.
                 A maximum of $250,000 for any one insured life no matter how many policies and contracts there were
                 with the same company, even if the policies provided different types of coverages.

         HEALTH BENEFITS

                 A maximum of $200,000 of the contractual obligations that the health insurance company would owe
                 were it not insolvent. The maximum may increase or decrease annually based upon changes in the
                 health care cost component of the consumer price index.

         PREMIUM SURCHARGE

         Member insurers are required to recoup assessments paid to the Association by way of a surcharge on
         premiums charged for health insurance policies to which the Act applies.









      CC-888 (10/98)


</TABLE>




<TABLE>
<CAPTION>
                            ACCELERATED BENEFIT RIDER


                 Issued by Cova Financial Life Insurance Company


                        Please Read This Rider Carefully



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

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

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

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

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

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

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

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

                                4.   A processing charge not to exceed $150.

                                5.   A reduction equal to the acceleration percentage multiplied by any indebtedness.
                                The  method of computation has been filed with the insurance supervisory official of the
                                state that governs your policy. We may change the assumptions we use from time to time.

                                The Accelerated Payment will be made to you in a lump sum. We will make an
                                Accelerated Payment only once per insured.

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

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





        CCR1                                                    1
        (5/99)






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

                               1.   The policy must be inforce.

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

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

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

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

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

                               7.   Any assignee must give written consent for payment.

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

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

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

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

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

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

                               2. When an Accelerated Payment is made, or

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

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


___________________________________
               DATE





                            SECRETARY                                                        PRESIDENT



                                      COVA
                      Cova Financial Life Insurance Company
                            Newport Beach, California

       CCR1                                                    2
       (5/99)
</TABLE>



<TABLE>
<CAPTION>
                          ADJUSTABLE BENEFIT TERM RIDER


                 Issued by Cova Financial Life Insurance Company
                        Please Read This Rider Carefully.

       This rider is a part of the policy to which it is attached and is subject to all applicable terms and provisions of that
       policy; except as modified herein. This rider is indicated on the Policy Specifications page.
<S>                             <C>
       Life Insurance           This rider provides non-convertible term life insurance on the life of the insured shown on
       Benefit                  the policy specifications page. We will pay the face amount of this rider to the beneficiary if
                                this rider is in force upon the insured's death.

       Adjustable               On any monthly policy anniversary, while this rider is in force an adjustment in the face
       Benefit Term             amount of this rider equal to the Adjustable Benefit Term Amount may be requested.
       Dates
       Adjustable               The Adjustable Benefit Term Amount is the amount necessary to conform the total of the
       Benefit Term             death benefit of the policy and this rider to the benefit provided under your employee
       Amount                   benefit plan. (The policy to which this rider is attached has been issued in conjunction with
                                an employee benefit plan.) The Adjustable Benefit Term Amount could be an increase, as
                                well as a decrease.

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

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

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

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

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

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

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

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

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




       CCR2                                                                  1
       (5/99)






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

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

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

                                a)   the second consecutive rejection of an increase; or

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

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

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

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







                            SECRETARY                                                         PRESIDENT








                                      COVA
                      Cova Financial Life Insurance Company
                            Newport Beach, California

       CCR2                                                      2
       (5/99)
</TABLE>



                      ANNIVERSARY PARTIAL WITHDRAWAL RIDER

                                  Variable Life

                 Issued by Cova Financial Life Insurance Company



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


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

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

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

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

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

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

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

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

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





_________________________________
                 DATE






  SECRETARY                                                      PRESIDENT


                                      COVA
                      Cova Financial Life Insurance Company
                            Newport Beach, California

       CCR3
       (5/99)

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

                 Issued by Cova Financial Life Insurance Company

                        Please Read This Rider Carefully


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

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

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

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

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

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

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

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

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

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

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

                                This option policy will be subject to the following:

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

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

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

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

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





        CCR4                                                               1
        (5/99)








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

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

                                     a.   The insurance age and (in a non-unisex policy) sex of the Designated Life on the
                                          date of issue of the option policy; and

                                     b.   The risk class of the Designated Life as of the date of issue of this rider. (This will
                                          be determined and set forth on the Policy Specifications page or, if this rider is
                                          added after issue, on the Policy Specifications page for Policy Change.)

                                2. If the option policy is a level premium, level death benefit whole life plan offered by us
                                     on the date of issue of this rider, the following conditions apply:

                                     a.   The premium rate for the policy will be based on the following:

                                          1. The age nearest birthday of the Designated Life on the date of issue of this
                                             rider; and

                                          2. The rate class of the Designated Life as of the date of issue of this rider. (This
                                             will be determined and set forth on the Policy Specifications page); and

                                          3. The rates in use by us on the date of issue of the new policy.

                                     b.   The Initial Payment for the new policy will be:

                                          1. The interpolated cash value of the new policy as of the end of this Option
                                             Period; plus

                                          2. A pro rata premium for the new policy, if any, for the period from the end of the
                                             Option Period to the next anniversary of the new policy.

                                          All references to cash value refer to the guaranteed cash value of the new policy.
                                     c.   The first regular premium payable under the new policy, if any, is due on the first
                                          policy anniversary following the end of the Option Period. If any premium remains
                                          unpaid at the end of the grace period as described in the new policy, then the
                                          nonforfeiture option as defined in the new policy will apply unless another option
                                          has been elected.

                                     d.   No dividends will have been earned by the new policy prior to the date of
                                          coverage of the new policy.

                                3.   The face amount of the option policy:

                                     a. May not be less than the minimum required amount for the plan requested; and

                                     b. May not exceed the Current Option Amount.

                                4.   Riders for extra benefits may be added to the option policy with our consent. We may
                                     require satisfactory proof that the Designated Life is insurable for the riders at the time
                                     this option is exercised.

        Temporary               We will pay the Current Option Amount to the Beneficiary upon the death of the Designated
        Insurance               Life during the Option Period except for simultaneous death of the Insured and Designated
                                Life. If both the Insured and the Designated Life die and it is not possible to determine the
                                sequence of deaths, then we will provide such temporary insurance for one-half of the
                                Current Option Amount available at the date of death of the Insured. If payable, the benefit
                                will become part of the proceeds of the policy.






        CCR4                                                      2

        (5/99)









        Reinstatement           This rider may be reinstated within five years after the date of policy lapse if:

                                1.   The policy is also being reinstated; and

                                2.   You submit proof satisfactory to us that the Designated Life is insurable by our
                                     standards; and

                                3.   The Designated Life is alive on the date we approve the request for reinstatement. If
                                     the Designated Life is not alive, such approval is void and of no effect.

        Monthly Expense         The Monthly Expense Charge for this rider is deducted from the policy's cash value on the
        Charge                  monthly anniversary. The Monthly Expense Charge is determined by the Total Option
                                Amount for this rider, divided by 1,000 and multiplied by the Monthly Expense Charge Rate
                                shown on the Policy Specifications page or, if this rider is added after issue, the Policy
                                Specifications page for Policy Change.

        Incontestability        This rider will be incontestable after it has been in force during the lifetime of the
                                Designated Life for a period of two years from its effective date. We cannot contest any
                                reinstatement of this rider after it has been in force during the lifetime of the Designated
                                Life for a period of two years from the date we approve a reinstatement.

        Suicide Exclusion       If the Designated Life dies by suicide, while sane or insane, during the Option Period and
                                within two years from the effective date of this rider (or within the maximum period
                                permitted by laws of the state in which this policy was delivered, if less than two years), the
                                amount payable under this rider will be limited to the amount paid for this rider. This
                                amount will be paid according to the provisions of the policy to which this rider is attached
                                for the payment of death claim benefits on any such person.

        Misstatement of         If the face amount of the policy to which this rider is attached is decreased due to the
        Age and/or Sex          misstatement of age and/or (in a non-unisex policy) sex of the Insured, then the Option
        of the Insured          Amount stated on the Policy Specifications page will also be decreased. The decreased
                                Option Amount will bear the same ratio to the adjusted face amount of this policy as the
                                original Option Amount bore to the original face amount.

        Misstatement of         If the age and/or (in a non-unisex policy) sex has been misstated on the application, we will
        Age and/or Sex          adjust the Total Option Amount to be the Total Option Amount that would have been
        of the Designated       provided had this information been correctly stated.
        Life and/or the
        Insured



        Termination             The right to buy insurance will not extend beyond an Option Period. This rider will
                                terminate on the date any of the following events first occurs:

                                1.   Upon our receipt of your written request for termination. We may require the policy
                                     and this rider for endorsement; or

                                2.   The date the policy terminates for reasons other than the death of the Insured; or

                                3.   The date of death of the Designated Life; or

                                4.   The date the Option Period that begins on the date of death of the Insured ends.

                                When this rider terminates:

                                1.   All rights under this rider will cease;

                                2.   No further monthly expense charges will be due for this rider; and

                                3. The policy will be considered as separate and complete without this rider.






        CCR4                                                     3
        (5/99)








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





_________________________________________
            EFFECTIVE DATE




                          SECRETARY                                                   PRESIDENT






















                                      COVA
                      Cova Financial Life insurance Company
                            Newport Beach, California

      CCR4                                                4
      (5/99)
</TABLE>





<TABLE>
<CAPTION>
                             LIFETIME COVERAGE RIDER

                 Issued by Cova Financial Life Insurance Company

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

<S>                             <C>
       Cost of                  The monthly rider cost of insurance is the Lifetime Coverage Rider Cost of Insurance Rate
                                between:

                                1. the Death Benefit, as defined in the policy, divided by the Monthly Cost of Insurance
                                     Factor shown on the Policy Specifications page; and

                                2. the Cash Value of the policy at the beginning of the policy month, before the deduction
                                     of the Monthly Cost of Insurance.

                                The monthly charge will be deducted from the policy's Cash Value. Deduction will start at
                                Attained Age 80 and continue through age 99.


       Death Benefit            If this rider is in force, the Death Benefit, after the Insured's Attained Age 100, is the greater
                                of:

                                1. The Face Amount of the base policy; or

                                2. 101% of the Cash Value.


       Reinstatement            If this rider terminates after Attained Age 80, it may not be reinstated.


       Termination              This rider will terminate upon the earlier of:

                                a.   a written request to us for termination;

                                b. the date of termination of the policy to which this rider is attached.


       Continuation             Once this rider has terminated, the base policy may continue in accordance with the
       of Insurance             provisions of the base policy but without the benefit provided by this rider.



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



________________________________
              DATE






                             SECRETARY                                                          PRESIDENT


                                                                 COVA
                                                Cova Financial Life Insurance Company
       CCR5                                            Newport Beach, California
       (5/99)
</TABLE>



<TABLE>
<CAPTION>
                      PRELIMINARY TERM LIFE INSURANCE RIDER

                 Issued by Cova Financial Life Insurance Company
                        Please Read This Rider Carefully


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

        If the rider premium has been paid, this rider will become a part of the policy. This rider is subject to all applicable
        terms and provisions of the policy; except as modified herein. The Policy Specifications page shows the rider
        premium.
<S>                               <C>
        Preliminary               If any person to be insured under the policy should die while this rider is in effect, we will
        Term Insurance            pay the death claim as if such death occurred on the issue date of the policy. The amount
        Benefit                   payable as a death claim will be the same amount which would have been payable under
                                  the policy. Any other supplemental rider included with the policy when issued will be
                                  deemed effective while this rider is in force.

                                  The policy will take effect on its issue date if prior to that date:

                                  1. The premium due has been paid; and

                                  2.   This rider has been made effective according to its terms.

        When Rider                This rider will not take effect until the policy is delivered and accepted by you. Payment of
        is Effective              the full premium for this rider must then be paid to us. All of this must occur during the
                                  lifetime and sound health of each person to be insured under the policy.

                                  However, if you pay the full premium for this rider with the application and a Temporary
                                  Insurance Receipt bearing the same proposed Insured's name as the application has been
                                  given to you, then the effective date of this rider will be the latest of:

                                  1.   The date of the application part I; or

                                  2.   The date of the last dated application part II; or

                                  3.   The date of the last of any medical test required under our rules and practices.

                                  The rider will then become effective if on the latest of these dates:

                                  1.   The person to be insured under the policy is in sound health; and

                                  2.   The application is approved by us according to our rules, limits and practices; and

                                  3.   The person to be insured qualifies for the exact plan, the amount, and any additional
                                       benefit riders applied for; and

                                  4.   The person is insurable at least at standard rates.

        Incontestability          We cannot contest this rider, except for nonpayment of premium, after it has been in force
                                  during the lifetime of the insured for a period of two years from its date of issue.

        Suicide                   If the insured dies by suicide, while sane or insane, within two years from the date of issue
        Exclusion                 of this rider (or within the maximum period permitted by laws of the state in which this
                                  policy was delivered if less than two years), the amount payable under this rider will be
                                  limited to the amount of premiums paid for this rider. This amount will be paid according to
                                  the provisions of the policy to which this rider is attached for the payment of death claim
                                  benefits on any such person.










        CCR6                                                                    1
        (5/99)









       General                Neither this rider nor payment of any premium for it will affect any loan or other values, or
       Provisions             dividends on the policy. Should the premium due on the policy be paid before the issue
                              date, and while this rider is in effect, the policy will still be treated as if it goes into effect as
                              of the issue date. No grace period is granted for payment of the premium due on the issue
                              date of the policy. Failure to pay such premium before such date will cause the policy to be
                              null and void.


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





___________________________________
                   DATE










                           SECRETARY                                                      PRESIDENT










                                      COVA
                      Cova Financial Life Insurance Company
                            Newport Beach, California


       CCR6                                                   2
       (5/99)
</TABLE>



<TABLE>
<CAPTION>
                            SECONDARY GUARANTEE RIDER

                 Issued by Cova Financial Life Insurance Company

        It this rider is listed on the Policy Specifications page, it is part of the policy. This rider is subject to all applicable
        terms and provisions of the policy, except as modified herein.
<S>                              <C>
        Cost of                  The monthly rider cost of insurance is the Secondary Guarantee Rider Cost of Insurance
        Insurance                Rate shown on the Policy Specifications page, divided by 1000, multiplied by the difference
                                 between:

                                 1. the Death Benefit divided by the Monthly Cost of Insurance Factor shown on the Policy
                                      Specifications page; and

                                 2.   the Cash Value of the base policy at the beginning of the policy month, before the
                                      deduction of the Monthly Cost of Insurance.

        Death Benefit            The Death Benefit is the greater of:

                                 1. The Face Amount of the base policy; or

                                 2. The Death Benefit otherwise provided by the base policy.

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

        Guarantee                If, on a Monthly Anniversary day prior to the Secondary Guarantee Date, shown on the
        Death Benefit            Policy Specifications page:
        Period                   a. the sum of all premiums paid on this policy; less

                                 b. any Partial Withdrawals; less

                                 c. any outstanding loan balance;

                                 is greater than or equal to the sum of the Secondary Guarantee Premium for the elapsed
                                 months since the Issue Date, this policy will not lapse even if your Cash Surrender Value is
                                 not sufficient to cover the Monthly Deduction on a Monthly Anniversary day.

        Policy Changes           If there is a decrease in Face Amount prior to the tenth policy anniversary the Secondary
                                 Guarantee Premium will not be changed. If there is a decrease after the tenth policy
                                 anniversary, we will reduce the future Secondary Guarantee Premium by an amount
                                 proportionate to the decrease in Face Amount. We will provide you with a new Policy
                                 Specifications page.

                                 If there is an increase in Face Amount, the Secondary Guarantee Premium will be
                                 increased based on the amount of the increase, the Attained Age, sex, and underwriting
                                 classifications of the Insured at the time of the increase. The policy will be amended at the
                                 time of the increase to reflect any changes to the Secondary Guarantee Premium.
                                 If additional riders are added or cancelled we may adjust the Secondary Guarantee
                                 Premium. We will provide you with a new Policy Specifications page.

        Guarantee                If on a Monthly Anniversary day prior to the Secondary Guarantee Date, the sum of all
                                 balance, is less than the sum of the Secondary Guarantee Premiums for the elapsed
                                 months since the Issue Date, then the Guarantee Grace Period of 62 days will be allowed
                                 for the payment of a premium sufficient to keep this rider in force. The Secondary
                                 Guarantee Date and the Secondary Guarantee Premium are shown on the Policy
                                 Specifications page.

                                 Notice of the amount of premium required to be paid to keep this rider in force will be sent
                                 at the beginning of the Guarantee Grace Period to the last known address of the Owner
                                 and of any assignee of record. If we do not receive the premium required by the end of the
                                 Guarantee Grace Period this rider will terminate and the guarantee provided by this rider
                                 will no longer be in effect. If the premium requirement is not met and death occurs during
                                 the Guarantee Grace Period, there is no deduction of the rider premium required from the
                                 Death Benefit.



        CCR7                                                                  1
        (5/99)








       Misstatement            If there is a Misstatement of Age or Sex in the application and such determination is made
       of Age or               prior to the death of the Insured and while this rider is in effect, then the Secondary
       Sex                     Guarantee Premium will be that amount which corresponds to the Face Amount, as
                               adjusted under the policy, using the correct age and/or sex. The Account Value and the
                               Surrender Charges will not change at the point of correction.

       Secondary               The date the Secondary Guarantee Rider expires. This date is shown on the Policy
       Guarantee               Specifications page.
       Date

       Secondary               The premium required to keep the Secondary Guarantee Rider in force. This premium is
       Guarantee               shown on the Policy Specifications page.
       Premium

       Premium                 We will not restrict payment of any premium which is required to maintain this rider in force
       Limitations             because such payment will cause the Death Benefit to increase by an amount that exceeds
                               the premium received. We will restrict any premium payment that would cause the policy to
                               fail the definition of life insurance as defined by Section 7702 of the Internal Revenue Code
                               of 1986 or any applicable successor.

       Reinstatement           If this rider terminates it may not be reinstated.

       Termination             This rider will terminate as of any Monthly Anniversary following a written request to us or
                               upon the earlier of:

                               a.   the death of the Insured;

                               b.   the date of termination of the policy to which this rider is attached;

                               c.   the end of the Guarantee Grace Period following our notice to you that the premium
                                    requirement was not met;

                               d.   the Secondary Guarantee Date shown on the Policy Specifications page;

                               e.   the date a Change of Insured, on the policy to which this rider is attached, is executed.

       Continuation            Once this rider has terminated, the base policy may continue in accordance with the
       of Insurance            provisions of the base policy but without the benefit provided by this rider.







                            SECRETARY                                                       PRESIDENT





                                      COVA
                      Cova Financial Life Insurance Company
                            Newport Beach, California

       CCR7                                                    2
       (5/99)
</TABLE>


<TABLE>
<CAPTION>
                           SUPPLEMENTAL COVERAGE RIDER
                 Issued by Cova Financial Life Insurance Company
                             Term Insurance Involved


       This rider is a part of the policy to which it is attached and is subject to all applicable terms and provisions of the
       policy; except as modified herein. The Policy Specifications page shows the rider amount.
<S>                             <C>

       Face Amount              The face amount of this rider is shown on the Policy Specifications page.

       Life Insurance           This rider provides term life insurance on the life of the insured shown on the Policy
       Benefit                  Specifications page. We will pay the death benefit of this rider to the beneficiary if the
                                insured dies while this rider is in force.

                                The Death Benefit provision in the policy is modified so that where it states "face amount"
                                it means the policy's face amount plus this rider's face amount.

       Decreases in             This rider's face amount will be considered an increase to the policy's face amount when
       Rider Face               determining the order in which a decrease in face amount will be processed:
       Amount                       Under the Change in Face Amount provision in the policy, if a decrease in face amount
                                    is requested, the rider's face amount will be decreased before the policy's face
                                    amount.

                                    Under the Allocation of Partial Withdrawals provision in the policy, if a partial
                                    withdrawal reduces the face amount, the policy's face amount will be decreased before
                                    the rider's face amount.

       Monthly Cost             The monthly cost of insurance for the following month is deducted on the monthly
       of Insurance             anniversary date. The monthly cost of insurance is 1, below, multiplied by the excess, if
                                any, of 2 over 3 below:

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

                                2.  The face amount of this rider divided by the monthly cost of insurance factor shown on
                                    the policy specifications page.

                                3.  Any excess of the policy's cash value over the base policy's death benefit at the
                                    beginning of the policy month.

                                This rider will be considered an increase to the policy's face amount when determining the
                                monthly cost of insurance for the policy.

                                The actual cash value for a policy with this rider will be less than the actual cash value for a
                                policy without this rider assuming identical premiums are paid. If the policy's cash value is
                                insufficient to cover the total monthly deduction for the policy and this rider, it is possible
                                that the rider will terminate prior to maturity.

       Monthly Cost             The monthly cost of insurance rate for this benefit is based on the attained age, risk
       of Insurance             classification and sex of the insured. Monthly cost of insurance rates will be determined by
       Rates                    us based on expectations as to future experience.

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

       Selection and            The selection and issue expense charge for this rider is a monthly charge which equals the
       Issue Expense            rider's face amount times a selection and issue expense charge rate, divided by 1,000. The
       Charge                   selection and issue expense charge rate for this rider will never exceed the rates shown on
                                the policy specifications page for the policy's face amount.




       CCR8                                                     1
       (5/99)







       Termination            You may terminate this rider as of any monthly anniversary following a written request to
                              us. We may require the policy and the rider for endorsement. This rider will terminate when
                              any of the following events first occurs:

                              1.   the lapse of the policy; or

                              2.   the surrender of the policy; or

                              3.   the insured's date of death.

                              4.   a requested decrease in face amount which results in this rider's face amount being
                                   decreased to zero.


       Reinstatement          This rider may be reinstated within five years after the date of policy lapse if:

                              1. The policy is also being reinstated; and

                              2. We receive satisfactory proof that the insured is insurable by our standards; and

                              3. The insured is alive on the date we approve the request for reinstatement. If the
                                   insured is not alive, such approval is void and of no effect.

                              We have the right to approve the reinstatement of the policy with or without this rider.

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



                           SECRETARY                                                     PRESIDENT


























                                      COVA
                      Cova Financial Life Insurance Company
                            Newport Beach, California

       CCR8                                                  2
       (5/99)
</TABLE>

July 16, 1999

<TABLE>
<CAPTION>
                        WAIVER OF MONTHLY DEDUCTION RIDER

                 Issued by Cova Financial Life Insurance Company

        This rider is a part of the policy to which it is attached and is subject to all applicable terms and provisions of the
        policy; except as modified herein.
<S>                              <C>
        Waiver of                If you furnish us with due written proof that the insured is totally disabled, as defined in this
        Monthly                  rider, we will waive the monthly deductions for this policy. This insured must have become
        Deduction Benefit        disabled after age 5 and before age 65. The disability must have continued without
                                 interruption for at least six months. This rider must be in force. Monthly deductions for this
                                 policy will be waived as follows:


                                 Disability Beginning Before Age 60. If the insured's disability begins before age 60, we will
                                 waive monthly deductions which were due during the six months of uninterrupted disability.

                                 We will continue to waive monthly deductions after that. However, the insured must
                                 continue to be totally disabled.

                                 Disability Beginning Between Ages 60 and 65. If the insured's disability begins on or after
                                 age 60 but before age 65, we will waive monthly deductions which were due during the six
                                 months of uninterrupted disability. We will continue to waive monthly deductions after that,
                                 but no later than age 65. However, the insured must continue to be totally disabled.

        Definition of            "Age 5," "age 60," and "age 65" begin on the policy anniversaries nearest the Insured's
        Age 5, Age 60,           5th, 60th, and 65th birthdays, respectively.
        and Age 65
        Total Disability         "Total Disability" means the inability of the insured to perform the substantial and material
                                 duties of his regular occupation. Such disability must be the result of an injury or a
                                 sickness. The injury or sickness must originate after this rider became effective.

                                 However, after this period of disability has continued for 60 months, the insured will be
                                 considered to be totally disabled only if he is unable to perform the substantial and material
                                 duties of any occupation for which he is reasonably fitted by education, training or
                                 experience. Such disability must be the result of an injury or a sickness.

                                 If after this rider becomes effective, the insured suffers the total and irrecoverable loss of
                                 sight in both eyes, or of the use of both hands or both feet, or of one hand and one foot,
                                 this will be considered total disability as defined in this rider. On such a loss the insured will
                                 still be considered disabled even though working.

        Recurrent Total          If, while this policy is in force, the insured becomes disabled again after having been totally
        Disability               disabled before, the new disability will be considered a continuation of the previous period
                                 unless:

                                 1.   It is due to an entirely different cause; or

                                 2. The insured has performed the material and substantial duties of a gainful occupation.
                                      These duties must be performed for a continous period of 6 months or more between
                                      such periods of total disability.

        Risks Not                We will not waive monthly deductions under this rider if disability results from war or any
        Assumed                  act of war while the insured is in the military, naval or air forces of any country at war. We
                                 will also not waive monthly deductions if the insured becomes disabled as a result of war or
                                 any act of war while in a civilian non-combatant unit serving with such forces. "War"
                                 includes undeclared war and "any country" includes any international organization or
                                 combination of countries.

                                 We will not waive monthly deductions under this rider if disability results from intentionally
                                 self-inflicted injury.




        CCR9                                                                      1
        (5/99)








       Termination             You may terminate this rider as of any monthly anniversary following a proper written
                               request. If this rider is not already terminated, it will terminate on the date any of the
                               following event first occurs:

                               1.   When the insured attains age 65. This will be without prejudice to any benefits granted
                                    for total disability occurring before age 65; or

                               2.   The lapse of the policy; or

                               3.   The surrender of the policy; or

                               4.   The maturity of the policy; or

                               5.   The date of death of the insured.


       Notice of               Before we waive any monthly deduction, we must be given:
       Claim and               1.   Written notice of claim for this benefit during the lifetime of the insured. This notice
       Proof of                     must be submitted during the continuance of total disability. This notice cannot be
       Disability                   submitted later than six months after age 65 of the insured; and

                               2.   Written proof of total disability within six months after we receive written notice of
                                    claim. In no event shall this proof be submitted later than the date when any of the
                                    following events first occurs:

                                    a.  One year after age 65 of the insured;

                                    b.  Prior maturity of the policy;

                                    c.  Surrender of the policy for its net cash value;

                                    d.  One year from the due date of the first unpaid monthly deduction.

                               Failure to give such notice and proof within the time allowed will not always invalidate a
                               claim. We will consider the claim if you show us that it was not reasonably possible to file
                               notice and proof on time. However, you must file notice and proof as soon as it is
                               reasonably possible. In no event will any monthly deduction be waived or refunded if its
                               due date was more than one year before we were given notice of claim at our home office.
                               We will require no further proof of disability and we will automatically waive all further
                               monthly deductions if:


                               1.   The insured is totally disabled at age 65; and

                               2.   All monthly deductions for at least the five years preceding age 65 have been waived.

       Examination             We have the right to have the insured examined by our appointed examiner. We will pay for
       of the Insured          examination.
       and Proof of            We also have the right to receive written proof of continuance of disability from the insured
       Continued               at the following times:
       Disability
                               1. After receipt at such notice of claim;

                               2. At any time with in two years after we receive proof of total disability;

                               3.   Not more than once each year after the first two years.

                               We will not waive any further monthly deductions if the insured refuses to be medically
                               examined. Nor will we waive further monthly deductions if proof of continuance of disability
                               is not furnished when we request it.

       Incontestablity         We cannot contest this rider after a period of two years from its date of issue if:

                               1.   This rider shall have been in force during the lifetime of the insured; and

                               2. The insured does not become totally disabled within this period.





       CCR9                                                    2
       (5/99)









       Cost of                 The cost of insurance for the Waiver of Monthly Deduction Rider is determined on a
       Insurance               monthly basis. The cost of insurance for a policy month is calculated as (a) multiplied by (b)
                               where:

                               a.   is the cost of insurance rate for this rider; and

                               b.   is the sum of items i, ii, iii and iv where;

                                    i.   is the cost of insurance for the basic policy for the policy month

                                    ii.  is the first year monthly policy charge, where applicable

                                    iii. is the monthly expense charge, when applicable

                                    iv.  is any cost of insurance for the policy month for any benefit provided by a
                                         supplemental rider (other than Waiver of Monthly Deduction Rider) made a part of
                                         the basic policy.

                               The cost of insurance rate for this benefit is based on the attained age, sex and rate class
                               of the insured. Cost of insurance rates will be determined by us based on expectations as
                               to future experience. However, these rates will not exceed those shown in the Guaranteed
                               Cost of Insurance Rates for Waiver of Monthly Deduction Rider.

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

       General                 We will pay dividends and all other amounts payable under the policy the same as if
       Provisions              monthly deductions had not been waived.

                               If the insured becomes disabled during the grace period of the first monthly deduction in
                               default, we will allow this waiver of monthly deduction as if default had not occurred.

                               However, you will be liable for the monthly deduction in default. Interest compounded at 6%
                               per year will be charged on this monthly deduction.

                               You may apply for reinstatement of this policy with or without this rider. We have the right
                               to decide whether to approve the reinstatement of this policy with or without this rider.

       Date of                 The issue date of the rider is the same as the date of issue of this policy unless another
       Issue                   date of issue is shown below.





__________________________________
                    DATE








                            SECRETARY                                                       PRESIDENT
                                      COVA
                      Cova Financial Life Insurance Company
                            Newport Beach, California


       CCR9                                                    3
       (5/99)
</TABLE>


                                      COVA

                     Cova Financial Life Insurance Company
                           Newport Beach, California

APPLICATION PART I:

1.   PROPOSED INSURED(S)
- --------------------------------------------------------------------------------
  Proposed Insured

  First Name            Initial     Last Name
  John                    J.          Doe
- --------------------------------------------------------------------------------
  Date of Birth   State of Birth     Sex
  5  /  1  /64      Missouri             |X| Male    || Female
- --------------------------------------------------------------------------------
  Social Security Number
       123-45-6789
       -----------
  123 Main Street
- --------------------------------------------------------------------------------
  Home Address (Number, Street, Apt. #)

      St. Louis               Missouri               11111
- --------------------------------------------------------------------------------
      City                     State                  Zip

  Occupation              Earned Income          Net Worth

  Ironworker                 $50,000             $175,000
- --------------------------------------------------------------------------------

  Proposed Joint Insured (If applicable)

  First Name            Initial     Last Name


  Date of Birth   State of Birth     Sex

    /      /                         [ ]Male    [ ]Female


  Social Security Number

      -     -

- --------------------------------------------------------------------------------
  Home Address (Number, Street, Apt. #)

- --------------------------------------------------------------------------------
      City                     State                  Zip

  Occupation              Earned Income          Net Worth


2.   REPLACEMENT
- --------------------------------------------------------------------------------
  Will the insurance being applied for replace or
  change any existing life insurance or annuity?           || Yes |X| No
- --------------------------------------------------------------------------------
  Will the insurance being applied for receive any
  values (to pay premiums/additional payments)
  from another policy/contract?                            || Yes |X| No

3.   BENEFICIARY
- --------------------------------------------------------------------------------
Provide Full Name and Relationship of each to Proposed Insured.

  Primary

  Jane Doe, Wife
- --------------------------------------------------------------------------------
  Contingent

  James Doe, Son
- --------------------------------------------------------------------------------

                         Application for Life Insurance

                                (TeleApplication)

4.   OWNER (If other than Proposed Insured(s))
Provide Full Name, Address, and Relationship to Proposed
- --------------------------------------------------------------------------------

Original Owner(s)



Social Security or Tax Number(s)
Of Original Owner(s) (REQUIRED BY LAW)_____________
123-45-6789
- --------------------------------------------------------------------------------

Contingent




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

5.   PLAN, BENEFITS, RIDERS, & BILLING
- --------------------------------------------------------------------------------
Plan Name                          Face Amount
 VUL                               $50,000
- --------------------------------------------------------------------------------

Contract Type
|X| Option A            || Option B          || Option C
- --------------------------------------------------------------------------------


Benefit Riders (If available on plan selected)
|_| Adjustable Benefit Rider
|_| Anniversary Partial Withdrawal Rider
|_| Lifetime Coverage Rider
|_| Secondary Guarantee Rider
|_| Supplemental Coverage Rider
|_| Other ___________________
|_| Other ___________________
|_| Other ___________________
- --------------------------------------------------------------------------------

Billing Mode & Premium Amount               $


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

6.   HEALTH STATUS

a.  Within the past 90 days, have you been diagnosed or
    treated for: cancer, heart disease, chest pain, stroke, or
    diabetes?

Proposed Insured           |X| Yes    || No
Proposed Joint Insured     || Yes     || No




b.  Have you used tobacco or nicotine products within the last
     24 months?


Proposed Insured     || No


|X| Yes  Type:           Amount/Frequency:      Date Last Used:
           Cigarettes      1 pack daily             Today


Proposed Joint Insured   || No
||Yes   Type:           Amount/Frequency:      Date Last Used:






CC9442TEL-CS
(5/99)

<TABLE>
<CAPTION>
<S>                                                                   <C>
7.   UNDERWRITING CONTACT INFORMATION

  PROPOSED INSURED                                                     PROPOSED JOINT INSURED

  Contact at: |X| Home  (314) 525-2211                                 Contact at: |_| Home  ___________________________
                           (Phone Number)                                                      (Phone Number)

               |_| Business _________________________                              |_| Business ________________________
                                (Phone Number)                                                      (Phone Number)


  Best days and time M-F after 5:00 p.m.                               Best days and time ______________________________


  Special Remarks ___________________________________                  Special Remarks _________________________________
</TABLE>


8.   ADDITIONAL   INSTRUCTIONS/HOME   OFFICE  ENDORSEMENT  [(Not  applicable  in
     Kentucky, Maryland, Minnesota, Missouri, New Hampshire,  Pennsylvania, West
     Virginia or Wisconsin)]
- --------------------------------------------------------------------------------





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

9.   NET PREMIUM ALLOCATION
- --------------------------------------------------------------------------------
     (Minimum of 5%. Percentages must be in whole numbers and total 100%. Unless
     otherwise directed, subsequent net premiums

<TABLE>
<CAPTION>
<S>                                                              <C>
    ____%  General Account
    [AIM Advisors Inc.]                                          [Massachusetts Financial Services Company]
       ____%  [AIM V.I. Value]                                       ____%  [MFS Research]
       ____%  [AIM V.I. Capital Appreciation]                        ____%  [MFS Emerging Growth]
       ____%  [AIM V.I. International Equity]                        ____%  [MFS Global Governments]
                                                                     ____%  [MFS High Income]
    [Alliance Capital]                                               ____%  [MFS Growth with Income]
       ____%  [Premier Growth]
       ____%  [Real Estate Investment]                           [Newport Fund Management, Inc.]
                                                                     ____%  [Newport Tiger]
    [Conning Asset Management Company]
       ____%  [Money Market]                                     [Oppenheimer Funds, Inc.]
                                                                     ____%  [High Income/VA]
    [Goldman Sachs Asset Management]                                 ____%  [Bond/VA]
       ____%  [Growth & Income]                                      ____%  [Capital Appreciation/VA]
                                                                     ____%  [Main Street Growth & Income/VA]
    [Goldman Sachs Asset Management International]                   ____%  [Strategic Bond/VA]
       ____%  [International Equity]
       ____%  [Global Income]                                    [Putnam Investments Management, Inc.]
                                                                     ____%  [VT Growth & Income Class 1A Shares]
    [Scudder Kemper Investments]                                     ____%  [VT International Growth Class 1A Shares]
       ____%  [Kemper Government Securities]                         ____%  [VT International New Opportunity Class 1A Shares]
       ____%  [Kemper Small Cap Growth]                              ____%  [VT New Value Class 1A Shares]
       ____%  [Kemper Small Cap Value]                               ____%  [VT Vista Class 1A Shares]
       ____%  [KemperDreman High Return Equity]
                                                                 [Templeton Asset Management, Ltd.]
    [J.P. Morgan Investment Management]                              ____%  [Developing Markets]
       ____%  [Select Equity]
       ____%  [Large Cap Stock]                                 [Templeton Investment Counsel, Inc.]
       ____%  [Small Cap Stock]                                      ____%  [International]
       ____%  [International Equity]
       ____%  [Quality Bond]                                    [Franklin Mutual Advisors]
                                                                     ____%  [Mutual Shares Investments]
    [Lord, Abbett & Company]
       ____%  [MidCap Value]                                       ____%  Other [                            ]
       ____%  [Large Cap Research]                                 ____%  Other [                            ]
       ____%  [Developing Growth]
       ____%  [Bond Debenture]
       ____%  [Growth & Income]

                   ===========================================

                            TOTAL ALLOCATION ______%
</TABLE>



CC9442TEL-CS
(5/99)



<TABLE>
<CAPTION>
10.  DOLLAR COST AVERAGING AND PORTFOLIO REBALANCING

     If desired,  choose either Dollar Cost Averaging or Portfolio  Rebalancing.
     These options are not available simultaneously.  (5% minimum to each chosen
     subaccount below. Percentages must be in whole numbers and total 100%.)

     |_| Dollar Cost Averaging:  I/We authorize Dollar Cost Averaging  transfers
     of $_________________ per month from the


     |_| Portfolio  Rebalancing:  I/We authorize Portfolio Rebalancing transfers
     according  to  the  Net  Premium   Allocation,   unless   otherwise   noted
     below. Choose either 1 or 2 below.

     |_| 1.  Periodic Rebalancing
                 <S>                    <C>                 <C>                           <C>
                 |_| Monthly           |_| Quarterly         |_|  Semi-Annually         |_|   Annually

     |_| 2.  Variance Rebalancing

                 Maximum Variance (%)      |_|               5%   |_|          10%   |_|         15%  |_|        20%

</TABLE>


<TABLE>
<CAPTION>
<S>                                                           <C>
   ____%  General Account
[AIM Advisors Inc.]                                           [Massachusetts Financial Services Company]
   ____%  [AIM V.I. Value]                                        ____%  [MFS Research]
   ____%  [AIM V.I. Capital Appreciation]                         ____%  [MFS Emerging Growth]
   ____%  [AIM V.I. International Equity]                         ____%  [MFS Global Governments]
                                                                  ____%  [MFS High Income]
[Alliance Capital]                                                ____%  [MFS Growth with Income]
   ____%  [Premier Growth]
   100 %  [Real Estate Investment]                           [Newport Fund Management, Inc.]

                                                                  ____%  [Newport Tiger]
[Conning Asset Management Company]
   ____%  [Money Market]                                      [Oppenheimer Funds, Inc.]
                                                                  ____%  [High Income/VA]
[Goldman Sachs Asset Management]                                  ____%  [Bond/VA]
   ____%  [Growth & Income]                                       ____%  [Capital Appreciation/VA]
                                                                  ____%  [Main Street Growth & Income/VA]
[Goldman Sachs Asset Management International]                    ____%  [Strategic Bond/VA]
   ____%  [International Equity]
   ____%  [Global Income]                                     [Putnam Investments Management, Inc.]
                                                                  ____%  [VT Growth & Income Class 1A Shares]
[Scudder Kemper Investments]                                      ____%  [VT International Growth Class 1A Shares]
   ____%  [Kemper Government Securities]                          ____%  [VT International New Opportunity Class 1A Shares]
   ____%  [Kemper Small Cap Growth]                               ____%  [VT New Value Class 1A Shares]
   ____%  [Kemper Small Cap Value]                                ____%  [VT Vista Class 1A Shares]
   ____%  [KemperDreman High Return Equity]
                                                              [Templeton Asset Management, Ltd.]
[J.P. Morgan Investment Management]                               ____%  [Developing Markets]
   ____%  [Select Equity]
   ____%  [Large Cap Stock]                                  [Templeton Investment Counsel, Inc.]
   ____%  [Small Cap Stock]                                       ____%  [International]
   ____%  [International Equity]
   ____%  [Quality Bond]                                     [Franklin Mutual Advisors]
                                                                  ____%  [Mutual Shares Investments]
[Lord, Abbett & Company]
   ____%  [MidCap Value]                                          ____%  Other [                            ]
   ____%  [Large Cap Research]                                    ____%  Other [                            ]
   ____%  [Developing Growth]
   ____%  [Bond Debenture]
   ____%  [Growth & Income]

                   ===========================================

                   ===========================================
                              TOTAL ALLOCATION   100%
</TABLE>




CC9442TEL-CS
(5/99)



<TABLE>
<CAPTION>
11.  SUITABILITY INFORMATION (To be answered by Owner(s).)
     <S>                                                                                                 <C>
     Have you received a Prospectus/Memorandum of Understanding for the policy applied for?                   |X| Yes  |_| No

     Date of Prospectus/Memorandum of Understanding 5/1/98

     Date of any supplement______________

     Do you understand that:

     -    The death benefit and cash  surrender  value will increase or decrease
          depending on the investment experience?                                                             |X| Yes  |_| No

     -    There is no guaranteed  minimum death benefit or cash surrender value?                              |X| Yes  |_| No

     Do you believe that the policy applied for meets your  insurance  needs and
     your anticipated financial needs?                                                                        |X| Yes  |_| No


     I  request  a copy  of the  Statement  of  Additional  Information  for the
     following Investment Company(ies):

12.  TELEPHONE TRANSFER

     I/We authorize  Cova Financial Life Insurance  Company (Cova) or any person
     authorized by Cova to accept  telephone  transfer  instructions  and/or net
     premium   payment   allocation   changes  from  me/us  and  my   Registered
     Representative/Agent.  Telephone transfers will be automatically  permitted
     unless you check one or both of the boxes below  indicating that you do not
     wish to authorize telephone transfers.  Cova will use reasonable procedures
     to confirm that instructions communicated by telephone are genuine. If Cova
     fails to use such  procedures,  Cova may be liable  for any  losses  due to
     unauthorized or fraudulent instructions.

     I/We DO NOT wish to authorize  telephone transfers for the following (check
     applicable boxes):

    |_|  Owner(s)           |_|  Registered Representative/Agent



13.  [ELECTRONIC PROSPECTUS OPTION

     In the future, Cova may deliver prospectus updates,  semi-annual and annual
     reports to consenting policy owners  electronically by the delivery methods
     listed below.  If you wish to receive future updates in this manner,  check
     your choice below.

<S>      <C>
[ ]      1)  mailing a diskette containing the document;
[ ]      2)  mailing a CD-ROM containing the document;
[ ]      3)  e-mailing the document; or
[ ]      4) e-mailing a notice identifying an Internet site where the document can be viewed and downloaded.

     Whichever  option you choose,  Cova will supply the  documents  in a format
     compatible with one of the following (please choose one):

[ ]      Microsoft Windows
[ ]      Macintosh


     Please indicate your consent by checking the appropriate boxes.


     You may incur  normal  and  customary  online  usage  charges  to receive a
     document under Option 3 or 4. If you would like to receive these  documents
     in electronic  format when available,  please check the box and insert your
     e-mail  address  here  (___________________________________).  This consent
     will be in effect  until you  revoke it.  You can  revoke  your  consent by
     calling Cova's Service Center at:  [1-800-123-4567] or writing to [P.O. Box
     104490, St. Louis, MO 63178]. You may revoke it at any time. If you consent
     to electronic delivery, at any time you also may request that we send you a
     paper copy.]
</TABLE>


CC9442TEL-CS
(5/99)



     DECLARATIONS

     I/We agree that all the statements and answers in this  application and any
     amendments  to it,  including  any  supplements,  are  true,  complete  and
     correctly  recorded.  I/We also agree that this  application,  any required
     medical examination, and any supplement or amendment to either will be part
     of the  policy  issued.  If a premium  payment is given in  exchange  for a
     Temporary Insurance Agreement (TIA), the Company will be liable only as set
     forth in that Agreement.  If a premium payment is not given, then insurance
     will take  effect  when a policy is  approved  by the  Company for issue as
     applied  for,  the  first  full  premium  is  paid,   and  the  health  and
     insurability  of any person  proposed for insurance  have not changed since
     the date of this  application.  If a policy is issued other than as applied
     for,  insurance will take effect under the policy only when a policy issued
     by the Company is  delivered  to and accepted by me, the first full premium
     is paid,  and the  health  and  insurability  of any  person  proposed  for
     insurance have not changed since the date of this application.

  PROPOSED INSURED'S AUTHORIZATION

     I/We authorize any physician, medical practitioner, hospital, clinic, other
     medical or  medically  related  facility,  insurance  company,  the Medical
     Information Bureau (MIB),  consumer reporting agency or employer to release
     to Cova Financial Life Insurance Company, its subsidiaries,  its reinsurers
     diagnosis,  treatment  and  prognosis of any  physical or mental  condition
     including drug and/or alcohol abuse and/or any other  information about me.
     I/We  understand  that any  information  obtained will be used to determine
     eligibility  for  insurance  and  will not be  released  to any  person  or
     organization  except  reinsurers,  the MIB, other persons or  organizations
     performing  business or legal services in connection  with my  application,
     and other insurance  companies to whom I/We have applied or to whom a claim
     has been made,  or as may be otherwise  lawfully  required,  or as I/We may
     further  authorize.  I/We  know  that  I/We  may  request  a copy  of  this
     authorization.  I/We also acknowledge  receipt of the Notice of Information
     Practices.  I/We  understand  that if an  investigative  consumer report is
     ordered in connection  with this  application,  I/We may be  interviewed in
     connection with the preparation of the report and, upon request,  I/We will
     be  provided  with a copy  of the  report.  A  photographic  copy  of  this
     authorization will be as valid as the original.  This authorization will be
     valid for 30 months from the date shown below.

OWNER'S CERTIFICATION: Under the penalties of perjury, I/We certify that: 1) The
number(s) shown on this form is my/our correct Taxpayer Identification Number(s)
(or,  if no  number(s)  is shown,  I/We am waiting  for a number to be issued to
me/us);  and 2) I/We am not subject to backup  withholding  either  because I/We
have not been  notified  by the  Internal  Revenue  Service  (IRS)  that I/We am
subject to backup withholding as a result of a failure to report all interest or
dividends,  or the IRS has  notified  me/us  that I/We am no longer  subject  to
backup withholding.

PLEASE  NOTE:  Cross out and initial #2) above if you have been  notified by the
IRS  that  you  are  currently   subject  to  backup   withholding   because  of
underreporting interest or dividends on your tax return.

The IRS does not require  consent to any provision of this  document  other than
the certifications required to avoid backup withholding.


<TABLE>
<CAPTION>
<S>                                          <C>
  AGENT: Do you certify that you have truly and accurately  recorded on this  application the information  supplied
  by the applicant?                       |X| Yes      || No




  To the best of your  knowledge,  is this a  replacement?  (If "Yes",  complete  and submit  required  replacement
  forms.)
                                          || Yes      |X| No

  Did you  deliver  the  current  prospectus  and were all of the  written  sales  materials  used  printed by Cova
  Financial Life Insurance Company?       |X| Yes      || No

  [Home Office Program Information:


  Select one of the options  listed  below.  Once  selected,  the option may not be  changed.  If no  selection  is
  made, Option T will apply.


  Option T
  Option N/T ]

  In light of the  financial  need of the  Proposed  Insured(s)  and  Owner(s),  the  purpose of this sale has been
  discussed with the Owner(s), and I believe this application to be a suitable recommendation.





  X  ____________________________
     Signature of Licensed Agent



           Missouri
- --------------------------------------------------------------------------------
        State Where Signed              Date (MM/DD/YY)


  X
- --------------------------------------------------------------------------------
      Signature of Proposed Insured (Parent or Guardian
      if Proposed Insured under age 18.)


           Missouri
- --------------------------------------------------------------------------------
        State Where Signed              Date (MM/DD/YY)


  X
- --------------------------------------------------------------------------------
      Signature of Proposed Joint Insured (If applicable.  Parent
      or Guardian if Proposed Insured under age 18.)

  X
- --------------------------------------------------------------------------------
      Signature of Owner (If other than Proposed Insured(s).)

  X
- --------------------------------------------------------------------------------
      Signature of Joint Owner  (If applicable and other
      than Proposed Insured(s))

</TABLE>





CC9442TEL-CS
(5/99)


                                      COVA

                     Cova Financial Life Insurance Company
                           Newport Beach, California

APPLICATION PART I:

1.   PROPOSED INSURED(S)
- --------------------------------------------------------------------------------
  Proposed Insured

  First Name            Initial     Last Name
  John                    J.          Doe
- --------------------------------------------------------------------------------
  Date of Birth   State of Birth     Sex
  5  /  1  /64      Missouri             |X| Male    || Female
- --------------------------------------------------------------------------------
  Social Security Number
       123-45-6789
       -----------
  123 Main Street
- --------------------------------------------------------------------------------
  Home Address (Number, Street, Apt. #)

      St. Louis               Missouri            11111
- --------------------------------------------------------------------------------
      City                     State                  Zip

  Occupation              Earned Income          Net Worth

  Ironworker                 $50,000              $175,000
- --------------------------------------------------------------------------------

  Proposed Joint Insured (If applicable)

  First Name            Initial     Last Name


  Date of Birth   State of Birth     Sex

    /      /                         [ ]Male    [ ]Female

  Social Security Number

      -     -

- --------------------------------------------------------------------------------
  Home Address (Number, Street, Apt. #)

- --------------------------------------------------------------------------------
      City                     State                  Zip

  Occupation              Earned Income          Net Worth


2.   REPLACEMENT
- --------------------------------------------------------------------------------
  Will the insurance being applied for replace or
  change any existing life insurance or annuity?           || Yes |X| No
- --------------------------------------------------------------------------------
  Will the insurance being applied for receive any
  values (to pay premiums/additional payments)
  from another policy/contract?                            || Yes |X| No

3.   BENEFICIARY
- --------------------------------------------------------------------------------
Provide Full Name and Relationship of each to Proposed Insured.

  Primary

  Jane Doe, Wife
- --------------------------------------------------------------------------------
  Contingent

  James Doe, Son
- --------------------------------------------------------------------------------

                         Application for Life Insurance

                                (TeleApplication)

4.   OWNER (If other than Proposed Insured(s))
Provide Full Name, Address, and Relationship to Proposed
- --------------------------------------------------------------------------------

Original Owner(s)



Social Security or Tax Number(s)
Of Original Owner(s) (REQUIRED BY LAW)_____________
123-45-6789

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

Contingent




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

5.   PLAN, BENEFITS, RIDERS, & BILLING
- --------------------------------------------------------------------------------
Plan Name                          Face Amount
 VUL                               $50,000
- --------------------------------------------------------------------------------

Contract Type
|X| Option A            || Option B          || Option C
- --------------------------------------------------------------------------------


Benefit Riders (If available on plan selected)
|_| Adjustable Benefit Rider
|_| Anniversary Partial Withdrawal Rider
|_| Lifetime Coverage Rider
|_| Secondary Guarantee Rider
|_| Supplemental Coverage Rider
|_| Other ___________________
|_| Other ___________________
|_| Other ___________________
- --------------------------------------------------------------------------------

Billing Mode & Premium Amount               $


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

6.   HEALTH STATUS

a.  Within the past 90 days, have you been diagnosed or
    treated for: cancer, heart disease, chest pain, stroke, or
    diabetes?

Proposed Insured           |X| Yes    || No
Proposed Joint Insured     || Yes     || No



b.  Have you used tobacco or nicotine products within the last
     24 months?


Proposed Insured     || No


|X| Yes  Type:           Amount/Frequency:      Date Last Used:
           Cigarettes      1 pack daily             Today


Proposed Joint Insured   || No
||Yes   Type:           Amount/Frequency:      Date Last Used:


CC9442TEL-FR
(5/99)

<TABLE>
<CAPTION>
<S>                                                                   <C>
7.   UNDERWRITING CONTACT INFORMATION

  PROPOSED INSURED                                                     PROPOSED JOINT INSURED

  Contact at: |X| Home  (314) 525-2211                                 Contact at: |_| Home  ___________________________
                           (Phone Number)                                                      (Phone Number)

               |_| Business _________________________                              |_| Business ________________________
                                (Phone Number)                                                      (Phone Number)


  Best days and time M-F after 5:00 p.m.                               Best days and time ______________________________


  Special Remarks ___________________________________                  Special Remarks _________________________________
</TABLE>


8.   ADDITIONAL   INSTRUCTIONS/HOME   OFFICE  ENDORSEMENT  [(Not  applicable  in
     Kentucky, Maryland, Minnesota, Missouri, New Hampshire,  Pennsylvania, West
     Virginia or Wisconsin)]
- --------------------------------------------------------------------------------







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



<TABLE>
<CAPTION>
9.   NET PREMIUM ALLOCATION
- --------------------------------------------------------------------------------
     (Minimum of 5%. Percentages must be in whole numbers and total 100%. Unless
     otherwise directed, subsequent net premiums will be allocated as shown.)


    (Minimum of 5%.  Percentages must be in whole numbers and total 100%. Unless otherwise  directed,  subsequent net premiums will
<S>                                                                 <C>
    ____%  General Account
    [Frank Russell Company]                                         [Conning Asset Management Company]
    ____%  [Multi-Style Equity]                                      ____%  [Money Market]
   100  %  [Aggressive Equity]
    ____%  [Non-U.S.]
    ____%  [Core Bond]


                          ============================
                             TOTAL ALLOCATION 100%
</TABLE>


<TABLE>
<CAPTION>
10.  DOLLAR COST AVERAGING AND PORTFOLIO REBALANCING

     If desired,  choose either Dollar Cost Averaging or Portfolio  Rebalancing.
     These options are not available simultaneously.  (5% minimum to each chosen
     subaccount below. Percentages must be in whole numbers and total 100%.)

     |_| Dollar Cost Averaging:  I/We authorize Dollar Cost Averaging  transfers
     of $_________________ per month from the


     |_| Portfolio  Rebalancing:  I/We authorize Portfolio Rebalancing transfers
     according  to  the  Net  Premium   Allocation,   unless   otherwise   noted
     below. Choose either 1 or 2 below.

     |_| 1.  Periodic Rebalancing
                 <S>                    <C>                 <C>                           <C>
                 |_| Monthly           |_| Quarterly         |_|  Semi-Annually         |_|   Annually

     |_| 2.  Variance Rebalancing

                 Maximum Variance (%)      |_|               5%   |_|          10%   |_|         15%  |_|        20%

</TABLE>

<TABLE>
<CAPTION>

<S>                                                                 <C>
   ____%  General Account
   [Frank Russell Company]                                          [Conning Asset Management Company]
      ____%  [Multi-Style Equity]                                       ____%  [Money Market]
      ____%  [Aggressive Equity]
      ____%  [Non-U.S.]
      ____%  [Core Bond]



                   ===========================================
                            TOTAL ALLOCATION _____%
</TABLE>



CC9442TEL-FR
(5/99)


<TABLE>
<CAPTION>
11.  SUITABILITY INFORMATION (To be answered by Owner(s).)
     <S>                                                                                                 <C>
     Have you received a Prospectus/Memorandum of Understanding for the policy applied for?                   |X| Yes  |_| No

     Date of Prospectus/Memorandum of Understanding 5/1/98

     Date of any supplement______________

     Do you understand that:

     -    The death benefit and cash  surrender  value will increase or decrease
          depending on the investment experience?                                                             |X| Yes  |_| No

     -    There is no guaranteed  minimum death benefit or cash surrender value?                              |X| Yes  |_| No

     Do you believe that the policy applied for meets your  insurance  needs and
     your anticipated financial needs?                                                                        |X| Yes  |_| No


     I  request  a copy  of the  Statement  of  Additional  Information  for the
     following Investment Company(ies):

12.  TELEPHONE TRANSFER

     I/We authorize  Cova Financial Life Insurance  Company (Cova) or any person
     authorized by Cova to accept  telephone  transfer  instructions  and/or net
     premium   payment   allocation   changes  from  me/us  and  my   Registered
     Representative/Agent.  Telephone transfers will be automatically  permitted
     unless you check one or both of the boxes below  indicating that you do not
     to confirm that instructions communicated by telephone are genuine. If Cova
     fails to use such  procedures,  Cova may be liable  for any  losses  due to
     unauthorized or fraudulent instructions.

     I/We DO NOT wish to authorize  telephone transfers for the following (check
     applicable boxes):

    |_|  Owner(s)           |_|  Registered Representative/Agent



13.  [ELECTRONIC PROSPECTUS OPTION

     In the future, Cova may deliver prospectus updates,  semi-annual and annual
     reports to consenting policy owners  electronically by the delivery methods
     listed below.  If you wish to receive future updates in this manner,  check
     your choice below.

<S>      <C>
[ ]      1)  mailing a diskette containing the document;
[ ]      2)  mailing a CD-ROM containing the document;
[ ]      3)  e-mailing the document; or
[ ]      4) e-mailing a notice identifying an Internet site where the document can be viewed and downloaded.


     Whichever  option you choose,  Cova will supply the  documents  in a format
     compatible with one of the following (please choose one):

[ ]      Microsoft Windows
[ ]      Macintosh


     Please indicate your consent by checking the appropriate boxes.


     You may incur  normal  and  customary  online  usage  charges  to receive a
     document under Option 3 or 4. If you would like to receive these  documents
     in electronic  format when available,  please check the box and insert your
     e-mail  address  here  (___________________________________).  This consent
     will be in effect  until you  revoke it.  You can  revoke  your  consent by
     calling Cova's Service Center at:  [1-800-123-4567] or writing to [P.O. Box
     104490, St. Louis, MO 63178]. You may revoke it at any time. If you consent
     to electronic delivery, at any time you also may request that we send you a
     paper copy.]
</TABLE>


CC9442TEL-FR
(5/99)

     DECLARATIONS

     I/We agree that all the statements and answers in this  application and any
     amendments  to it,  including  any  supplements,  are  true,  complete  and
     correctly  recorded.  I/We also agree that this  application,  any required
     medical examination, and any supplement or amendment to either will be part
     of the  policy  issued.  If a premium  payment is given in  exchange  for a
     Temporary Insurance Agreement (TIA), the Company will be liable only as set
     forth in that Agreement.  If a premium payment is not given, then insurance
     will take  effect  when a policy is  approved  by the  Company for issue as
     applied  for,  the  first  full  premium  is  paid,   and  the  health  and
     insurability  of any person  proposed for insurance  have not changed since
     the date of this  application.  If a policy is issued other than as applied
     for,  insurance will take effect under the policy only when a policy issued
     by the Company is  delivered  to and accepted by me, the first full premium
     is paid,  and the  health  and  insurability  of any  person  proposed  for
     insurance have not changed since the date of this application.

  PROPOSED INSURED'S AUTHORIZATION

     I/We authorize any physician, medical practitioner, hospital, clinic, other
     medical or  medically  related  facility,  insurance  company,  the Medical
     Information Bureau (MIB),  consumer reporting agency or employer to release
     to Cova Financial Life Insurance Company, its subsidiaries,  its reinsurers
     or its legal  representatives  any  information  they may have  relative to
     diagnosis,  treatment  and  prognosis of any  physical or mental  condition
     including drug and/or alcohol abuse and/or any other  information about me.
     I/We  understand  that any  information  obtained will be used to determine
     eligibility  for  insurance  and  will not be  released  to any  person  or
     organization  except  reinsurers,  the MIB, other persons or  organizations
     performing  business or legal services in connection  with my  application,
     and other insurance  companies to whom I/We have applied or to whom a claim
     has been made,  or as may be otherwise  lawfully  required,  or as I/We may
     further  authorize.  I/We  know  that  I/We  may  request  a copy  of  this
     authorization.  I/We also acknowledge  receipt of the Notice of Information
     Practices.  I/We  understand  that if an  investigative  consumer report is
     ordered in connection  with this  application,  I/We may be  interviewed in
     connection with the preparation of the report and, upon request,  I/We will
     be  provided  with a copy  of the  report.  A  photographic  copy  of  this
     authorization will be as valid as the original.  This authorization will be
     valid for 30 months from the date shown below.

OWNER'S CERTIFICATION: Under the penalties of perjury, I/We certify that: 1) The
number(s) shown on this form is my/our correct Taxpayer Identification Number(s)
(or,  if no  number(s)  is shown,  I/We am waiting  for a number to be issued to
me/us);  and 2) I/We am not subject to backup  withholding  either  because I/We
have not been  notified  by the  Internal  Revenue  Service  (IRS)  that I/We am
subject to backup withholding as a result of a failure to report all interest or
dividends,  or the IRS has  notified  me/us  that I/We am no longer  subject  to
backup withholding.

PLEASE  NOTE:  Cross out and initial #2) above if you have been  notified by the
IRS  that  you  are  currently   subject  to  backup   withholding   because  of
underreporting interest or dividends on your tax return.

The IRS does not require  consent to any provision of this  document  other than
the certifications required to avoid backup withholding.


<TABLE>
<CAPTION>
<S>                                          <C>
  AGENT: Do you certify that you have truly and accurately  recorded on this  application the information  supplied
  by the applicant?                       |X| Yes      || No




  To the best of your  knowledge,  is this a  replacement?  (If "Yes",  complete  and submit  required  replacement
  forms.)
                                          || Yes      |X| No

  Did you  deliver  the  current  prospectus  and were all of the  written  sales  materials  used  printed by Cova
  Financial Life Insurance Company?       |X| Yes      || No


  [Home Office Program Information:


  Select one of the options  listed  below.  Once  selected,  the option may not be  changed.  If no  selection  is
  made, Option T will apply.


  Option T
  Option N/T ]

  In light of the  financial  need of the  Proposed  Insured(s)  and  Owner(s),  the  purpose of this sale has been
  discussed with the Owner(s), and I believe this application to be a suitable recommendation.





  X  ____________________________
     Signature of Licensed Agent



           Missouri
- --------------------------------------------------------------------------------
        State Where Signed              Date (MM/DD/YY)

  X
- --------------------------------------------------------------------------------
      Signature of Proposed Insured (Parent or Guardian
      if Proposed Insured under age 18.)


           Missouri
- --------------------------------------------------------------------------------
        State Where Signed              Date (MM/DD/YY)


  X
- --------------------------------------------------------------------------------
      Signature of Proposed Joint Insured (If applicable.  Parent
      or Guardian if Proposed Insured under age 18.)

  X
- --------------------------------------------------------------------------------
      Signature of Owner (If other than Proposed Insured(s).)

  X
- --------------------------------------------------------------------------------
      Signature of Joint Owner  (If applicable and other
      than Proposed Insured(s))
</TABLE>



CC9442TEL-FR
(5/99)




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