Exhibit 1A(5)
Policy Form P1251 5/99






                         FLEXIBLE PREMIUM VARIABLE
                        JOINT LIFE INSURANCE POLICY

To the Owner:

Please read your Policy  carefully.  This Policy is a legal contract between you
and the Company.  You,  the Owner,  have  benefits and rights  described in this
Policy. The Insureds are named in the Policy. The Beneficiary is as named in the
attached  application,  unless later changed.  We will pay the Death Proceeds of
this Policy to the Beneficiary, subject to policy provisions. This is a Flexible
Premium Variable Joint Life Insurance  Policy.  You may increase or decrease the
Specified Amount. We will allocate Net Premiums to the Separate Account named on
the policy data pages.

THIS POLICY'S  ACCOUNT VALUE IN THE SEPARATE  ACCOUNT IS BASED ON THE INVESTMENT
EXPERIENCE  OF THAT  ACCOUNT,  AND MAY  INCREASE  OR DECREASE  DAILY.  IT IS NOT
GUARANTEED AS TO DOLLAR AMOUNT.  SEE ACCOUNT VALUE BENEFITS SECTION.  THE AMOUNT
OF THE DEATH  BENEFIT OR THE  DURATION  OF THE DEATH  BENEFIT MAY VARY UNDER THE
CONDITIONS  DESCRIBED  IN DEATH  PROCEEDS  SECTION.  THE MAXIMUM  LOAN AMOUNT IS
NINETY  PERCENT OF THE  DIFFERENCE  BETWEEN THE ACCOUNT  VALUE AND ANY SURRENDER
CHARGE ON THE DATE OF THE LOAN.

Refund Privilege. You may return this Policy to our Home Office or to our agency
within 10 days after its  delivery  for a refund.  The amount of the refund will
equal  the  greater  of (1)  sum of all  charges  deducted  from  premiums  paid
excluding  fund  fees and  expenses,  plus  the  Net Premiums  allocated  to the
Separate Account adjusted by investment gains and losses or (2) the total of all
premiums paid.

                  For GE Life and Annuity Assurance Company

/s/ Ronald V. Dolan
- -------------------
RONALD V. DOLAN
  CHAIRMAN

/s/ Pamela S. Schutz
- --------------------
PAMELA S. SCHUTZ
PRESIDENT

o Flexible Premium Variable Joint Life Insurance Policy

o Death Proceeds payable at the death of the second Insured to die

o No benefit payable at the death of the first Insured to die

o Adjustable Death Benefit

o Flexible premiums payable until the death of the second Insured to die

o Some benefits reflect investment results

o No dividends

                           GE LIFE AND ANNUITY
                            ASSURANCE COMPANY

              6610 West Broad Street, Richmond, Virginia 23230
                            1-800-628-2238
                           A Stock Company
FORM P1251 5/99



POLICY DATA

SCHEDULE OF BENEFITS                                    SCHEDULE OF PREMIUMS
                                                        AMOUNT  PAYABLE
LIFE INSURANCE
        PLANNED PERIODIC PREMIUM                      [$3,841.98   ANNUALLY]



MINIMUM NET PREMIUM FACTOR:     [0.95   (THE MINIMUM NET PREMIUM FACTOR REFLECTS
        THE MAXIMUM DEDUCTION OF 5% OF EACH PREMIUM RECEIVED)]
MAXIMUM MONTHLY POLICY CHARGE:          [$ 5.00]
MAXIMUM INITIAL MONTHLY EXPENSE CHARGE PER $1,000: [$ 0.20]
MAXIMUM INCREASE MONTHLY EXPENSE CHARGE PER $1,000: [$ 0.20]
TRANSFER CHARGE:        [$10.00]
MAXIMUM MORTALITY AND EXPENSE RISK CHARGE:[ 0.70% ANNUALLY (.0019246% DAILY)]
POLICY LOAN INTEREST RATE: [6.00% PER ANNUM PAYABLE IN ARREARS]
PREFERRED LOAN AVAILABILITY DATE:       [May 1, 2009]
MINIMUM SPECIFIED AMOUNT        [$250,000]
CONTINUATION PERIOD             [20 YEARS]
NOTE:   IT IS POSSIBLE THAT COVERAGE WILL EXPIRE IF SUFFICIENT PREMIUMS ARE NOT
PAID.   SEE THE GRACE PERIOD PROVISION.

OWNER            [THE INSUREDS]

INSUREDS         [JOHN DOE]            [MALE   35] AGE NEAREST BIRTHDAY
                                       [NO NICOTINE USE STANDARD RATING CLASS]

                 [JANE DOE]            [FEMALE 35] AGE NEAREST BIRTHDAY
                                       [NO NICOTINE USE STANDARD RATING CLASS]

POLICY NUMBER    [N00000000]

POLICY DATE      [May 1, 1999]

                                     MONTHLY ANNIVERSARY DAY [1]

      PLAN    FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE

      [$1,000,000] SPECIFIED AMOUNT - DEATH BENEFIT OPTION [B]

P1251DP  5/99




POLICY NUMBER:    [N00000000]

                      ADDITIONAL RATING CLASS INFORMATION

[JOHN DOE]                [PREFERRED NO NICOTINE USE]

[JANE DOE]                [PREFERRED NO NICOTINE USE]

P1251DP   5/99




SEPARATE ACCOUNT II

INVESTMENT SUBDIVISIONS           ARE INVESTED IN

                                   [THE ALGER AMERICAN FUND
AAF SMALL CAPITALIZATION - A           ALGER AMERICAN SMALL CAPITALIZATION
                                         PORTFOLIO
AAF GROWTH - A                         ALGER AMERICAN GROWTH PORTFOLIO

                                   FIDELITY VARIABLE INSURANCE PRODUCTS FUND
FID EQUITY-INCOME - A                  EQUITY-INCOME PORTFOLIO
FID GROWTH - A                         GROWTH PORTFOLIO
FID OVERSEAS - A                       OVERSEAS PORTFOLIO

                                   FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
FID ASSET MANAGER - A                    ASSET MANAGER PORTFOLIO
FID CONTRAFUND - A                       CONTRAFUND PORTFOLIO

                                   FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
FID GROWTH AND INCOME - A                GROWTH & INCOME PORTFOLIO
FID GROWTH OPPORTUNITIES - A             GROWTH OPPORTUNTIES PORTFOLIO

                                   FEDERATED INSURANCE SERIES
FED UTILITY II - A                       FEDERATED UTILITY FUND II
FED HIGH INCOME BOND II - A              FEDERATED HIGH INCOME BOND FUND II
FED AMERICAN LEADERS II - A              FEDERATED AMERICAN LEADERS FUND II

                                   JANUS ASPEN SERIES
JAN BALANCED - A                        BALANCED PORTFOLIO
JAN FLEXIBLE INCOME - A                 FLEXIBLE INCOME PORTFOLIO
JAN GROWTH - A                          GROWTH PORTFOLIO
JAN AGGRESSIVE GROWTH - A               AGGRESSIVE GROWTH PORTFOLIO
JAN WORLDWIDE GROWTH  - A               WORLDWIDE GROWTH PORTFOLIO
JAN INTERNATIONAL GROWTH - A            INTERNATIONAL GROWTH PORTFOLIO
JAN CAPITAL APPRECIATION - A            CAPITAL APPRECIATION PORTFOLIO

                                   GE INVESTMENTS FUNDS, INC.
GEI MONEY MARKET - A                    MONEY MARKET FUND
GEI INCOME - A                          INCOME FUND
GEI S&P 500 INDEX - A  *                S&P 500 INDEX FUND
GEI TOTAL RETURN - A                    TOTAL RETURN FUND
GEI INTERNATIONAL EQUITY - A            INTERNATIONAL EQUITY FUND
GEI REAL ESTATE SECURITIES - A          REAL ESTATE SECURITIES FUND
GEI VALUE EQUITY - A                    VALUE EQUITY FUND
GEI U.S. EQUITY - A                     U.S. EQUITY FUND
GEI PREMIER GROWTH EQUITY - A           PREMIER GROWTH EQUIITY FUND

                                   OPPENHEIMER VARIABLE ACCOUNT FUNDS
OPP HIGH INCOME/VA - A                  OPPENHEIMER HIGH INCOME FUND/VA
OPP BOND/VA-A                           OPPENHEIMER BOND FUND/VA
OPP AGGRESSIVE GROWTH/VA - A            OPPENHEIMER AGGRESSIVE GROWTH FUND/VA
OPP CAPITAL APPRECIATION/VA - A         OPPENHEIMER CAPITAL APPRECIATION FUND/VA
OPP MULTI STRATEGIES/VA - A             OPPENHEIMER MULTIPLE STRATEGIES FUND/VA


P1251  IS              CONTINUED                     EFFECTIVE [5/01/99]



INVESTMENT SUBDIVISIONS      ARE INVESTED IN

                             GOLDMAN SACHS ASSET MANAGEMENT FUND, INC.
GSF GROWTH AND INCOME - A      GOLDMAN SACHS GROWTH AND INCOME FUND
GSF MID CAP VALUE - A          GOLDMAN SACHS MID CAP VALUE FUND

                             SALOMON BROTHERS VARIABLE SERIES FUNDS INC.
SAL INVESTORS - A              SALOMON BROTHERS VARIABLE INVESTORS FUND
SAL TOTAL RETURN - A           SALOMON BROTHERS VARIABLE TOTAL RETURN FUND
SAL STRATEGIC BOND - A         SALOMON BROTHERS VARIABLE STRATEGIC BOND FUND]


YOU MAY ALLOCATE YOUR NET PREMIUMS AND ACCOUNT VALUE TO AS MANY AS [SEVEN]
INVESTMENT SUBDIVISIONS. YOUR ALLOCATIONS MUST BE IN PERCENTAGES TOTALING 100%.
EACH ALLOCATION PERCENTAGE MUST BE A WHOLE NUMBER AND AT LEAST 1%.

CONSULT YOUR PROSPECTUS FOR INVESTMENT DETAILS.

*  "STANDARD  &  POOR'S,"  "S&P,"   "S&P  500,"  "STANDARD  & POOR'S  500,"  AND
"500" ARE TRADEMARKS OF THE MCGRAW-HILL  COMPANIES,  INC. AND HAVE BEEN LICENSED
FOR USE BY GE INVESTMENT MANAGEMENT INCORPORATED.  THE S&P 500 INDEX FUND IS NOT
SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND STANDARD & POOR'S
MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF INVESTING IN THE FUND.


P1251 IS                                                   EFFECTIVE [5/01/99]



POLICY NUMBER:      [N00000000]


                             TABLE OF MAXIMUM PREMIUMS

     POLICY      MAXIMUM              POLICY     MAXIMUM
      YEAR       PREMIUM               YEAR      PREMIUM

       [1       75,881.17               36      276,622.56
        2       75,881.17               37      284,306.52
        3       75,881.17               38      291,990.48
        4       75,881.17               39      299,674.44
        5       75,881.17               40      307,358.40

        6       75,881.17               41      315,042.36
        7       75,881.17               42      322,726.32
        8       75,881.17               43      330,410.28
        9       75,881.17               44      338,094.24
       10       76,839.60               45      345,778.20

       11       84,523.56               46      353,462.16
       12       92,207.52               47      361,146.12
       13       99,891.48               48      368,830.08
       14      107,575.44               49      376,514.04
       15      115,259.40               50      384,198.00

       16      122,943.36               51      391,881.96
       17      130,627.32               52      399,565.92
       18      138,311.28               53      407,249.88
       19      145,995.24               54      414,933.84
       20      153,679.20               55      422,617.80

       21      161,363.16               56      430,301.76
       22      169,047.12               57      437,985.72
       23      176,731.08               58      445,669.68
       24      184,415.04               59      453,353.64
       25      192,099.00               60      461,037.60

       26      199,782.96               61      468,721.56
       27      207,466.92               62      476,405.52
       28      215,150.88               63      484,089.48
       29      222,834.84               64      491,773.44
       30      230,518.80          65 & LATER   499,457.40]

       31      238,202.76
       32      245,886.72
       33      253,570.68
       34      261,254.64
       35      268,938.60



ACCORDING TO OUR  UNDERSTANDING OF CURRENT FEDERAL TAX LAW, YOU MAY NOT PAY MORE
THAN THESE  AMOUNTS  CUMULATIVELY  AND MAINTAIN THE TAX STATUS OF THIS POLICY AS
LIFE INSURANCE.  THIS TABLE IS SUBJECT TO CHANGE.  THIS TABLE DOES NOT RELATE TO
MODIFIED ENDOWMENT CONTRACT STATUS UNDER FEDERAL TAX LAW.

P1251DP 5/99



POLICY NUMBER:     [N00000000]



                         TABLE OF CONTINUATION AMOUNTS

POLICY       CONTINUATION      POLICY      CONTINUATION    POLICY   CONTINUATION
MONTH          AMOUNT          MONTH         AMOUNT        MONTH      AMOUNT

  [1            99.33           41          4,072.53        81        8,045.73
   2           198.66           42          4,171.86        82        8,145.06
   3           297.99           43          4,271.19        83        8,244.39
   4           397.32           44          4,370.52        84        8,343.72
   5           496.65           45          4,469.85        85        8,443.05
   6           595.98           46          4,569.18        86        8,542.38
   7           695.31           47          4,668.51        87        8,641.71
   8           794.64           48          4,767.84        88        8,741.04
   9           893.97           49          4,867.17        89        8,840.37
  10           993.30           50          4,966.50        90        8,939.70
  11         1,092.63           51          5,065.83        91        9,039.03
  12         1,191.96           52          5,165.16        92        9,138.36
  13         1,291.29           53          5,264.49        93        9,237.69
  14         1,390.62           54          5,363.82        94        9,337.02
  15         1,489.95           55          5,463.15        95        9,436.35
  16         1,589.28           56          5,562.48        96        9,535.68
  17         1,688.61           57          5,661.81        97        9,635.01
  18         1,787.94           58          5,761.14        98        9,734.34
  19         1,887.27           59          5,860.47        99        9,833.67
  20         1,986.60           60          5,959.80       100        9,933.00
  21         2,085.93           61          6,059.13       101       10,032.33
  22         2,185.26           62          6,158.46       102       10,131.66
  23         2,284.59           63          6,257.79       103       10,230.99
  24         2,383.92           64          6,357.12       104       10,330.32
  25         2,483.25           65          6,456.45       105       10,429.65
  26         2,582.58           66          6,555.78       106       10,528.98
  27         2,681.91           67          6,655.11       107       10,628.31
  28         2,781.24           68          6,754.44       108       10,727.64
  29         2,880.57           69          6,853.77       109       10,826.97
  30         2,979.90           70          6,953.10       110       10,926.30
  31         3,079.23           71          7,052.43       111       11,025.63
  32         3,178.56           72          7,151.76       112       11,124.96
  33         3,277.89           73          7,251.09       113       11,224.29
  34         3,377.22           74          7,350.42       114       11,323.62
  35         3,476.55           75          7,449.75       115       11,422.95
  36         3,575.88           76          7,549.08       116       11,522.28
  37         3,675.21           77          7,648.41       117       11,621.61
  38         3,774.54           78          7,747.74       118       11,720.94
  39         3,873.87           79          7,847.07       119       11,820.27
  40         3,973.20           80          7,946.40       120       11,919.60

P1251DP 5/99                    CONTINUED



POLICY NUMBER:        [N00000000]

                      TABLE OF CONTINUATION AMOUNTS

POLICY    CONTINUATION    POLICY        CONTINUATION    POLICY     CONTINUATION
MONTH        AMOUNT       MONTH            AMOUNT       MONTH        AMOUNT


 121        12,018.93      161           15,992.13       201        19,965.33
 122        12,118.26      162           16,091.46       202        20,064.66
 123        12,217.59      163           16,190.79       203        20,163.99
 124        12,316.92      164           16,290.12       204        20,263.32
 125        12,416.25      165           16,389.45       205        20,362.65
 126        12,515.58      166           16,488.78       206        20,461.98
 127        12,614.91      167           16,588.11       207        20,561.31
 128        12,714.24      168           16,687.44       208        20,660.64
 129        12,813.57      169           16,786.77       209        20,759.97
 130        12,912.90      170           16,886.10       210        20,859.30
 131        13,012.23      171           16,985.43       211        20,958.63
 132        13,111.56      172           17,084.76       212        21,057.96
 133        13,210.89      173           17,184.09       213        21,157.29
 134        13,310.22      174           17,283.42       214        21,256.62
 135        13,409.55      175           17,382.75       215        21,355.95
 136        13,508.88      176           17,482.08       216        21,455.20
 137        13,608.21      177           17,581.41       217        21,554.61
 138        13,707.54      178           17,680.74       218        21,653.94
 139        13,806.87      179           17,780.07       219        21,753.27
 140        13,906.20      180           17,879.40       220        21,852.60
 141        14,005.53      181           17,978.73       221        21,951.93
 142        14,104.86      182           18,078.06       222        22,051.26
 143        14,204.19      183           18,177.39       223        22,150.59
 144        14,303.52      184           18,276.72       224        22,249.92
 145        14,402.85      185           18,376.05       225        22,349.25
 146        14,502.18      186           18,475.38       226        22,448.58
 147        14,601.51      187           18,574.71       227        22,547.91
 148        14,700.84      188           18,674.04       228        22,647.24
 149        14,800.17      189           18,773.37       229        22,746.57
 150        14,899.50      190           18,872.70       230        22,845.90
 151        14,998.83      191           18,972.03       231        22,945.23
 152        15,098.16      192           19,071.36       232        23,044.56
 153        15,197.49      193           19,170.69       233        23,143.89
 154        15,296.82      194           19,270.02       234        23,243.22
 155        15,396.15      195           19,369.35       235        23,342.55
 156        15,495.48      196           19,468.68       236        23,441.88
 157        15,594.81      197           19,568.01       237        23,541.21
 158        15,694.14      198           19,667.34       238        23,640.54
 159        15,793.47      199           19,766.67       239        23,739.87
 160        15,892.80      200           19,866.00       240        23,839.20]

CONTINUATION AMOUNTS ARE DESCRIBED IN THE CONTINUATION AMOUNT AND
CONTINUATION PERIOD PROVISION

P1251DP 5/99




POLICY NUMBER:    [N00000000]


                               TABLE OF SURRENDER CHARGES

POLICY       SURRENDER      POLICY        SURRENDER     POLICY    SURRENDER
MONTH         CHARGE        MONTH          CHARGE       MONTH       CHARGE

 [1          14,000.00        37         14,000.00       73        13,880.00
  2          14,000.00        38         14,000.00       74        13,760.00
  3          14,000.00        39         14,000.00       75        13,650.00
  4          14,000.00        40         14,000.00       76        13,530.00
  5          14,000.00        41         14,000.00       77        13,410.00
  6          14,000.00        42         14,000.00       78        13,330.00
  7          14,000.00        43         14,000.00       79        13,180.00
  8          14,000.00        44         14,000.00       80        13,060.00
  9          14,000.00        45         14,000.00       81        12,950.00
 10          14,000.00        46         14,000.00       82        12,830.00
 11          14,000.00        47         14,000.00       83        12,710.00
 12          14,000.00        48         14,000.00       84        12,600.00

 13          14,000.00        49         14,000.00       85        12,480.00
 14          14,000.00        50         14,000.00       86        12,360.00
 15          14,000.00        51         14,000.00       87        12,250.00
 16          14,000.00        52         14,000.00       88        12,130.00
 17          14,000.00        53         14,000.00       89        12,010.00
 18          14,000.00        54         14,000.00       90        11,900.00
 19          14,000.00        55         14,000.00       91        11,780.00
 20          14,000.00        56         14,000.00       92        11,660.00
 21          14,000.00        57         14,000.00       93        11,550.00
 22          14,000.00        58         14,000.00       94        11,430.00
 23          14,000.00        58         14,000.00       95        11,310.00
 24          14,000.00        60         14,000.00       96        11,200.00

 25          14,000.00        61         14,000.00       97        11,080.00
 26          14,000.00        62         14,000.00       98        10,960.00
 27          14,000.00        63         14,000.00       99        10,850.00
 28          14,000.00        64         14,000.00      100        10,730.00
 29          14,000.00        65         14,000.00      101        10,610.00
 30          14,000.00        66         14,000.00      102        10,500.00
 31          14,000.00        67         14,000.00      103        10,380.00
 32          14,000.00        68         14,000.00      104        10,260.00
 33          14,000.00        69         14,000.00      105        10,150.00
 34          14,000.00        70         14,000.00      106        10,030.00
 35          14,000.00        71         14,000.00      107         9,910.00
 36          14,000.00        72         14,000.00      108         9,800.00


P1251DP 5/99                     CONTINUED




POLICY NUMBER:     [NOOOO0OOO]



                          TABLE OF SURRENDER CHARGES

POLICY    SURRENDER     POLICY   SURRENDER     POLICY      SURRENDER
MONTH      CHARGE        MONTH    CHARGE       MONTH       CHARGE


 109     9,680.00        145     5,480.00        181        1,280.00
 110     9,560.00        146     5,360.00        182        1,160.00
 111     9,450.00        147     5,250.00        183        1,050.00
 112     9,330.00        148     5,130.00        184          930.00
 113     9,210.00        149     5,010.00        185          810.00
 114     9,100.00        150     4,900.00        186          700.00
 115     8,980.00        151     4,780.00        187          580.00
 116     8,886.00        152     4,660.00        188          460.00
 117     8,750.00        153     4,550.00        189          350.00
 118     8,630.00        154     4,430.00        190          230.00
 119     8,510.00        155     4,310.00        191          110.00
 120     8,400.00        156     4,200.00        192            0.00]

 121     8,280.00        157     4,080.00
 122     8,160.00        158     3,960.00
 123     8,050.00        159     3,850.00
 124     7,930.00        160     3,730.00
 125     7,810.00        161     3,610.00
 126     7,770.00        162     3,500.00
 127     7,580.00        163     3,380.00
 128     7,460.00        164     3,260.00
 129     7,350.00        165     3,150.00
 130     7,230.00        166     3,030.00
 131     7,110.00        167     2,910.00
 132     7,000.00        168     2,800.00

 133     6,880.00        169     2,680.00
 134     6,760.00        170     2,560.00
 135     6,650.00        171     2,450.00
 136     6,530.00        172     2,330.00
 137     6,410.00        173     2,210.00
 138     6,300.00        174     2,100.00
 139     6,180.00        175     1,980.00
 140     6,060.00        176     1,860.00
 141     5,950.00        177     1,750.00
 142     5,830.00        178     1,630.00
 143     5,710.00        179     1,510.00
 144     5,600.00        180     1,400.00


P1251DP 5/99





 POLICY NUMBER:    [N0000000]


                 TABLE OF GUARANTEED MAXIMUM INSURANCE RATES
                       PER $1,000 OF NET AMOUNT AT RISK

        AGE           LIFE
                     MONTHLY
                      RATE

       [35           0.00020
        36           0.00066
        37           0.00121
        38           0.00186
        39           0.00265
        40           0.00359
        41           0.00476
        42           0.00613
        43           0.00775
        44           0.00961
        45           0.01183
        46           0.01443
        47           0.01748
        48           0.02104
        49           0.02522
        50           0.03014
        51           0.03602
        52           0.04311
        53           0.05168
        54           0.06186
        55           0.07389
        56           0.08795
        57           0.10404
        58           0.12230
        59           0.14364
        60           0.16895
        61           0.19907
        62           0.23596
        63           0.28155
        64           0.33722
        65           0.40307
        66           0.47989
        67           0.56783
        68           0.66735
        69           0.78169

P1251DP 5/99          CONTINUED



POLICY NUMBER:      [N00000000]


                  TABLE OF GUARANTEED MAXIMUM INSURANCE RATES
                       PER $1,000 OF NET AMOUNT AT RISK

        AGE              LIFE
                        MONTHLY
                         RATE

        70             0.91701
        71             1.08841
        72             1.27876
        73             1.52262
        74             1.81657
        75             2.16057
        76             2.55596
        77             3.00219
        78             3.49949
        79             4.05866
        80             4.69923
        81             5.44086
        82             6.30715
        83             7.31754
        84             8.46287
        85             9.73940
        86            11.12947
        87            12.12947
        88            14.23436
        89            15.95026
        90            17.78896
        91            19.78598
        92            22.00632
        93            24.56619
        94            27.80324
        95            32.43367
        96            40.11854
        97            55.18811
        98            83.33333
        99 &          83.33333]
       Older

P1251DP 5/99




                               TABLE OF CONTENTS

Policy Data .............................................................3
Definitions .............................................................4
Introduction ............................................................6
The Owner and the Beneficiary ...........................................6
Premium Payments ........................................................7
Death Proceeds .........................................................10
The Separate Account ...................................................12
Account Value Benefits .................................................14
Loan Benefits ..........................................................17
General Information ....................................................19
Optional Payment Plans .................................................21

A copy of the application and any riders and endorsements follow page 23.

                                 DEFINITIONS

Account Value - The total amount under the Policy in each Investment Subdivision
and our General Account.

Age - An  Insured's  age on his or her  birthday  nearest  the Policy  Date or a
policy anniversary.

Attained Age - An Insured's age on the Policy Date plus the number of full years
since the Policy Date.

Beneficiary - The person or entity  designated by the Owner to receive the Death
Proceeds payable at the death of the second Insured to die.

Continuation Amount - A cumulative amount set forth on the policy data pages for
each month of the Continuation Period.

Continuation  Period - The period,  shown on the policy data pages, during which
the Policy will  remain in effect if the Net Total  Premium is at least equal to
the Continuation Amount for the number of Policy Months that the Policy has been
in effect.

The Company - GE Life and Annuity Assurance Company. "We", "us" or "our" refers
to the Company.

Death Benefit - The amount  determined  under the death benefit option in effect
as of the date of death of the second Insured to die.

Death Proceeds - The total amount payable to the  Beneficiary  upon the death of
the second Insured to die.

Fund - Any  open-end  management  investment  company  or  investment  portfolio
thereof,  or unit  investment  trust or series  thereof,  in which an Investment
Subdivision invests.

FORM P1251 5/99

                                           4



General  Account - Assets of the  Company  other  than  those  allocated  to the
Separate Account or any other Separate Account of the Company.

Home  Office - The  Company's  offices  at 6610  West  Broad  Street,  Richmond,
Virginia 23230.

Insured(s) - The persons whose lives are insured under this Policy.

Investment  Subdivision -  Subdivision  of the Separate  Account,  the assets of
which are invested exclusively in a corresponding Fund.

Monthly  Anniversary  Day - The same day in each month as the Policy Date.  This
day is shown on the policy data pages.

Net Premium - The portion of each premium paid which is used in determining  the
Account Value. It is equal to the premium paid times the Net Premium Factor.

Net  Premium  Factor - The factor  used in  determining  the Net  Premium  which
reflects a deduction from each premium paid.

Net  Total  Premium  - On any date,  Net  Total  Premium  means the total of all
premiums paid to that date less (a) divided by (b), where:

(a) is any outstanding  Policy Debt,  plus the sum of any partial  surrenders to
    date; and
(b) is the Net Premium Factor.

Optional  Payment Plan - A plan whereby any part of Death  Proceeds or Surrender
Value  proceeds can be left with us to provide a series of periodic  payments to
an Owner or Beneficiary.

Owner - The Owner of the Policy as named in this Policy. "You" or "your" refers
to the Owner. Contingent owners may also be named.

Planned Periodic Premium - A level premium amount scheduled for payment at fixed
intervals over a specified period of time.

Policy - This  Policy  with  any  attached  application(s), and  any  riders and
endorsements.

Policy Date - Date as of which the Company issues the Policy and as of which the
Policy becomes effective. Policy years and anniversaries are measured from the
Policy Date. The Policy Date is shown on the policy data pages.

Policy Debt - The amount of outstanding loans plus accrued interest. Policy Debt
is deducted from proceeds  payable at the death of the second Insured to die, or
at the time of surrender.

Policy Month - A one-month  period  beginning on a Monthly  Anniversary  Day and
ending on the day immediately preceding the next Monthly Anniversary Day.

Separate  Account - The  segregated  asset  account of the Company  shown on the
policy data pages.

Specified  Amount - An amount used in determining  the insurance  coverage.  The
original Specified Amount is shown on the policy data pages.

Surrender Value - The amount payable to the Owner upon surrender of the Policy.

Unit  Value - Unit of  measure  used to  calculate  the  Account  Value for each
Investment Subdivision.



Valuation Day - For each Investment Subdivision, each day on which the New York
Stock  Exchange  is open  for  business  except  for days  that  the  Investment
Subdivision's corresponding Fund does not value its shares.

Valuation Period - Period that starts at the close of regular trading on the New
York  Stock  Exchange  on any  Valuation  Day and ends at the  close of  regular
trading on the next succeeding Valuation Day.

                                   INTRODUCTION

This is a flexible  premium  variable  joint life  insurance  policy.  The first
premium  payment is due on the Policy Date.  Subsequent  premiums may be paid at
any time while this Policy is in effect,  subject to conditions specified in the
Premium  Payments  section.  In return  for  these  premiums  and the  insurance
application, we provide certain benefits.

The Policy provides Death Proceeds. Proceeds can be paid in a lump sum or under
an Optional Payment Plan. No Death Proceeds are payable until the death of the
second Insured to die. (See Death Proceeds section.)

The Policy has an Account Value. The Account Value reflects the investment
experience of the Separate Account. (See THE SEPARATE ACCOUNT section.) This
Account Value is the basis for certain benefits you can use before the death of
the second Insured to die.

READ YOUR POLICY CAREFULLY.

Projection of Values

We will provide a projection of  illustrative  future life insurance and Account
Value proceeds. To receive the illustration,  send a written request to our Home
Office. You must pay any service fee in effect at that time. The fee will not be
more than $25 per illustration.

The illustration will assume:

     o amounts of insurance;

     o coverage options;

     o future premium payments you specify; and

     o other assumptions specified by you or by us.


When This Policy Will Terminate

All coverage under this Policy will terminate when:

     o you request that coverage terminate and you return this Policy;

     o at the second death of the two Insureds; or

     o the grace period ends without sufficient premium being paid.

This Policy will also terminate as stated in the Suicide provision.

                      THE OWNER AND THE BENEFICIARY

The Owner

You have rights in the Policy during either Insured's life. The Policy names the
Insureds. If you are not an Insured, you should name a contingent owner who will
become  the Owner if you die before  either  Insured.  If you die before  either
Insured and there is no contingent  owner,  ownership passes to your estate.  If
there  are  multiple  Owners,  they  own  the  Policy  jointly  with  rights  of
survivorship.  If the last  surviving  joint Owner dies  before  both  Insureds,
ownership passes to the estate of that joint Owner.



FORM P 1251 5/99                      6



The Beneficiary

You may name primary and  contingent  Beneficiaries.  Your original  Beneficiary
choice is shown in the attached application.  Unless an Optional Payment Plan is
chosen, Death Proceeds will be paid in a lump sum to the primary Beneficiary. If
the primary  Beneficiary  dies before the second  Insured to die, Death Proceeds
will be paid to the  contingent  Beneficiary.  If no  Beneficiary  survives both
Insureds, Death Proceeds will be paid to you or your estate.

You may name more than one  primary or  contingent  Beneficiary.  If you do, the
proceeds  will be paid in  equal  shares  to the  survivors  in the  appropriate
Beneficiary  class  who  survive  both  Insureds,   unless  you  have  requested
otherwise.

Changing the Owner or Beneficiary

During either  Insured's life, you may change the Owner. You may also change the
Beneficiary during either Insured's life if you reserved this right.

How to Change the Owner or Beneficiary. To make a change, send a written request
to our Home Office. The request must be received by us in a form satisfactory to
us. The change will take effect as of the date you sign the request.  The change
will be subject to any payment we make before we record the change.

Using the Policy as Collateral for a Loan

This  Policy may be  assigned  as  collateral  security.  We must be notified in
writing if you  assign  the  Policy.  Any  payment we make  before we record the
assignment at our Home Office will not be affected.  We are not  responsible for
the  validity  of an  assignment.  Your  rights and the rights of any  revocable
Beneficiary may be affected by an assignment.

Trustee

If  a  trustee  is  named  as  the Owner or  Beneficiary  of  this   Policy  and
exercises  ownership  rights or claims  benefits,  we will have no obligation to
verify  that a trust is in  effect.  We are not  obligated  to  verify  that the
trustee  is acting  within  the scope of  his/her  authority.  Payment of policy
benefits to the trustee will release us from all obligations under the Policy to
the extent of the payment.  We will have no  obligation to ensure that a payment
to the trustee is applied according to the terms of the trust agreement.

                                PREMIUM PAYMENTS

This Policy's first premium is due on the Policy Date.

Premiums After the First Premium

Any premium  payments  after the first premium may be made under a periodic plan
or at any time while this Policy is in effect.

Periodic  Premium Plan.  You may request that we send  reminders of your Planned
Periodic  Premium.  You  may  choose  to send  premiums  directly  to us  either
annually,  semi-annually,  or quarterly.  We can also arrange for pre-authorized
payments  from  your  bank  account  or  similar   facility   either   annually,
semi-annually,  quarterly or monthly.  Planned Periodic Premiums will be subject
to our rules on minimum amount.

You can change the  frequency or amount of your  Planned  Periodic  Premium.  We
reserve  the  right to limit the  amount of any  increase  in  Planned  Periodic
Premiums.
                                      7


Unscheduled  Payments.  You can make an unscheduled premium payment at any time
while this Policy is in effect.  Unscheduled payments are applied first to repay
any Policy Debt,  unless you direct us otherwise.  We reserve the right to limit
the number and amount of any unscheduled premium payments.

Maximum Premiums.  We will limit the total of all premiums paid to date for this
Policy to the amounts shown in the table of maximum  premiums in the policy data
pages. We may reject any premium, or any portion of a premium, that would result
in the Policy being  disqualified as life insurance  under the Internal  Revenue
Code. We will refund any rejected premium along with any interest it accrued. We
reserve the right to change the table of maximum  premiums  when  necessary as a
result of  changes in  coverage  or to  maintain  compliance  with the  Internal
Revenue  Code.  If we do,  we will  send  you a new  table of  maximum  premiums
reflecting the adjusted amounts.

When and Where to Pay Premiums

Each premium is payable in advance.  Send each premium to our Home Office.  Make
the check payable to GE Life and Annuity Assurance Company.

Allocation of Net Premiums

You may allocate the Net Premium to one or more  Investment  Subdivisions of the
Separate  Account.  You may not  allocate  Net  Premium to more than the maximum
number of allocations shown in the policy data pages. The minimum  percentage of
each Net Premium which may be allocated to any particular Investment Subdivision
is shown on the policy data pages.  We will allocate the initial Net Premium and
any Net  Premiums  received  within 15 days after the  Policy  Date to the Money
Market Investment  Subdivision.  The entire value will remain in that Investment
Subdivision  for 15 days after the Policy  Date.  Then the Account  Value in the
Money Market Investment  Subdivision will be transferred in accordance with your
Net Premium  allocation  instructions.  Any Net Premiums  received after 15 days
from the Policy Date will be allocated in accordance with your instructions. You
may change the allocation of Net Premiums at any time without charge.  To change
your  allocations  send us a notice at our Home  Office.  The notice  must be in
writing or in any form  acceptable to us. The changed  allocation  will apply to
premiums received after we record the change.

Continuation Amount and Continuation Period

On any Monthly Anniversary Day during the Continuation  Period, if the Surrender
Value of this  Policy is not  sufficient  to cover the monthly  deduction,  this
Policy will  remain in effect if the Net Total  Premium is at least equal to the
Continuation Amount.

At the end of the Continuation Period, you may have to pay an additional premium
to keep the Policy in effect. (See Insufficient Surrender Value provision.)

An increase in  Specified  Amount will  increase  the  Continuation  Amounts.  A
decrease  in  Specified  Amount  will  reduce  the  Continuation   Amounts.  Any
termination  and  subsequent   reinstatement  of  the  Policy  will  reduce  the
Continuation  Amounts.  We  will  send  you  a  supplemental  policy  data  page
reflecting the adjusted amounts.  The Continuation  Period will be as though the
Policy had been in effect continuously from its original Policy Date.

Grace Period

On any  Monthly  Anniversary  Day during  the  Continuation  Period,  if (1) the
Surrender  Value is not sufficient to cover the monthly  deduction,  and (2) the
Net Total Premium is less than the Continuation  Amount,  you must pay a premium
sufficient to keep the Policy in effect or coverage will  terminate.  The amount
of the sufficient premium will equal the lesser of (a) and (b), where:

(a) equals the monthly  deduction due minus the Surrender Value, and that result
    divided by the Net Premium Factor; and

(b) equals the Continuation Amount minus the Net Total Premium.

FORM P1251 S/99                              8





All  amounts in (a) and (b) above are as of the Monthly  Anniversary  Day at the
beginning of the grace period. The monthly deduction is described in the ACCOUNT
VALUE BENEFITS section.

On any Monthly  Anniversary Day after the Continuation  Period, if the Surrender
Value is not sufficient to cover the monthly  deduction,  you must pay a premium
sufficient  to keep the Policy in effect or  coverage  will  terminate.  In this
case, the amount of the sufficient  premium will equal the monthly deduction due
minus the Surrender Value, and that result divided by the Net Premium Factor. As
used in this  paragraph,  the monthly  deduction due and the Surrender Value are
both as of the Monthly Anniversary Day at the beginning of the grace period.

In either case, we will mail you written notice of the sufficient premium.  This
notice will be sent to your last known  address.  You have a 61-day grace period
from the date we mail the notice to pay the sufficient premium.

Coverage  continues  during the 61-day grace period.  If the death of the second
Insured to die occurs during the grace  period,  proceeds will be reduced by the
amount of the  sufficient  premium (as described in this  provision)  that would
have been required to keep the Policy in effect.

If the  sufficient  premium  is not paid by the end of the  grace  period,  this
Policy will terminate without value.

How This Policy Can Be Reinstated

You may reinstate  this Policy within three years of the end of the grace period
if:

     (1) you submit an application for reinstatement;

     (2) you provide required  evidence of insurability  satisfactory to us that
         each Insured is  insurable at the same rating class used at policy
         issue to determine the guaranteed maximum cost of insurance rate scale;

     (3) the Policy has not been surrendered for cash; and

     (4) you pay the premium as described in this section.

The  Policy  will  be   reinstated   effective   on  the  date  we  approve  the
reinstatement.  The  surrender  charge and the  Continuation  Period  will be as
though the Policy had been in effect continuously from its original Policy Date.

On the  date of  reinstatement,  the  Account  Value  will be  allocated  to the
Investment  Subdivisions of the Separate Account.  Unless you tell us otherwise,
these  allocations  will  be made in the  same  manner  that  Net  Premiums  are
allocated.

If this Policy  terminates and is reinstated  before the end of the Continuation
Period,  you will  have to pay a  premium  equal to (1) minus (2) minus (3) plus
(4), where:

     (1) is the Continuation Amount as of the date of reinstatement;

     (2) is the sum of the monthly deductions that would have been made during
         the period between termination and reinstatement, divided by the Net
         Premium Factor;

     (3) is the Net Total Premium on the date of termination; and

     (4) is an amount sufficient to keep the Policy in effect for two Policy
         Months after the date of reinstatement.

On the date of  reinstatement,  the Account  Value will equal (a) plus (b) minus
(c), where:

     (a) is the Account Value on the first day of the grace period;

     (b) is the premium paid to reinstate multiplied by the Net Premium Factor;
         and

     (c) is the monthly deduction for the month following the date of
         reinstatement.

If this Policy  terminates  before the end of the  Continuation  Period,  and is
reinstated  after  the end of the  Continuation  Period,  you will have to pay a
premium which, after multiplying it by the Net Premium Factor, equals (1) plus
(2) minus (3), where:

                                      9


 (1) is the surrender charge on the date of termination;

 (2) is an amount equal to the monthly deductions for two months after the date
     of reinstatement; and

 (3) is the Account Value on the date of termination.

On the date of  reinstatement,  the  Account  Value will equal (a) plus (b) plus
(c), where:

     (a) is the surrender charge in effect on the date of reinstatement;

     (b) is an amount equal to the monthly deductions for the two months after
         the date of  reinstatement,  minus the monthly deduction for the month
         following the date of reinstatement; and

     (c) is any  premium  paid in  excess of the required reinstatement premium,
         multiplied by the Net Premium Factor.

If this  Policy  terminates  after  the end of the  Continuation  Period  and is
reinstated,  you will have to pay a premium  to keep the Policy in effect for at
least two months.

On the date of  reinstatement,  the Account  Value will equal (a) plus (b) minus
(c), where:

    (a) is the surrender charge in effect on the date of reinstatement;

    (b) is the premium paid to reinstate multiplied by the Net Premium Factor;
        and

    (c) is the monthly deduction for the month following the date of
        reinstatement.

                                DEATH PROCEEDS

Death  Proceeds  are  payable  at the death of the  second  Insured  to die.  No
benefits are payable at the death of the first Insured to die. We will process a
claim for Death Proceeds on this Policy when we receive:

     o this Policy;

     o due proof that both Insureds died while this Policy was in effect; and

     o proof of the interest of the claimant.

Proceeds can be paid in a lump sum or under an Optional Payment Plan.

How We Determine Death Proceeds

In the  application  for original  coverage,  the Owner elected one of two death
benefit options.

Under Option A, the Death Benefit is the greater of (1) and (2), where:

     (1) is the Specified Amount plus the Account Value; and
     (2) is the Account Value multiplied by the corridor percentage.

Under Option B, the Death Benefit is the greater of (1) and (2), where:

     (1) is the Specified Amount; and
     (2) is the Account Value multiplied by the corridor percentage.

For both Option A and Option B, references to Specified Amount and Account Value
in items (1) and (2),  are amounts in effect on the date of death of the second
Insured to die.

In no event will the Death Benefit be less than the amount  required to keep the
Policy qualified as life insurance.

The corridor  percentage  will depend on the Attained Age of the younger Insured
on the date of death of the second  Insured to die. If the  younger  Insured was
the first to die, the corridor  percentage  will depend on the Attained Age that
he/she would have been if still living.  (See the corridor  percentage  chart in
this section.)

FORM P 1251 5/99                     10




The actual amount of Death Proceeds will depend on:

     o   the Death Benefit as determined in this section;

     o   the use of the Account Value;

     o   any partial surrenders;

     o   any Policy Debt;

     o   any additional insurance provided by rider;

     o   any increase or decrease in existing coverage;

     o   either  Insured's  suicide during the first two policy years (one year
         in Colorado) or during the first two policy years (one year in
         Colorado) following an increase in existing coverage; and

     o   a misstatement of either Insured's Age or gender.





        Younger                      Younger                         Younger                         Younger
        Insured's                    Insured's                       Insured's                       Insured's
        Attained     Corridor        Attained        Corridor        Attained        Corridor        Attained         Corridor
          Age        Percentage        Age          Percentage         Age          Percentage         Age           Percentage
          ---        ----------        ---          ----------         ---          ----------         ---           ----------
                                                                                                 
        40 or                           50              185%             61            128%            72             111%
        younger         250%            51              178              62            126             73             109
          41            243             52              171              63            124             74             107
          42            236             53              164              64            122             75             105
          43            229             54              157              65            120           through
          44            222             55              150              66            119             90
          45            215             56              146              67            118             91             104
          46            209             57              142              68            117             92             103
          47            203             58              138              69            116             93             102
          48            197             59              134              70            115          94 or older       101
          49            191             60              130              71            113



Compliance as Life Insurance

We reserve the right to amend this Policy as  necessary  to maintain  compliance
with the Internal  Revenue  Code.  We will send any such  amendments to you. You
have the right to refuse such amendments and accept full  responsibility for any
consequences as a result of such refusal.

Change in Existing Coverage

After the Policy has been in effect for one year,  you can  increase or decrease
the Specified  Amount.  To make a change,  send a written request along with the
Policy to our Home Office.

Decrease in Specified Amount. Any decrease will become  effective on the Monthly
Anniversary  Day after the date we receive the request.  The decrease will first
apply to coverage  provided by the most recent increase.  Then the decrease will
apply to the  next most  recent  increases successively. Next the  decrease will
apply to the coverage provided under the original application.

During the Continuation  Period, we will not allow a decrease unless the Account
Value less any Policy Debt is greater than the surrender  charge. A decrease may
not cause the  Specified  Amount to be less than the  minimum  Specified  Amount
shown on the policy data pages.  A decrease  may cause a surrender  charge to be
assessed  and  may  require  us to make a  payment  to you to  keep  the  Policy
qualified  as life  insurance.  If this event  occurs,  we will send you revised
policy data pages.  (See Surrender Charge on Decrease in Specified Amount in the
Surrender provision.)


                                   11


Increase in Specified Amount. While both Insureds are living, you may apply for
an increase in Specified Amount using a supplemental application.  You will have
to submit evidence satisfactory to us that each Insured is insurable at the same
rating class used at policy  issue.  An increase in  Specified  Amount may incur
additional  surrender charges except for increases in Specified Amount resulting
from a  change  from  death  benefit  Option A to death  benefit  Option  B. Any
approved  increase will become  effective on the date shown in the  supplemental
policy data page.  The  approved  increase is subject to  deduction of the first
month's cost of increased insurance from the Account Value of this Policy.

Change in Death Benefit Options

If you elected death benefit Option A, you can request a change to death benefit
Option B. The Specified  Amount after the change will equal the sum of (1) plus
(2), where:

     (1) is the Specified Amount on the date your request becomes effective; and
     (2) is the Account Value on the date your request becomes effective.

If you elected death benefit Option B, you can request a change to death benefit
Option A. This will  decrease  the  Specified  Amount by the  amount of  Account
Value. The decrease will not cause a surrender charge to be assessed.

Any change in death benefit  options will become  effective on the first Monthly
Anniversary Day after the date we receive the request in our Home Office.

                               THE SEPARATE ACCOUNT

The Separate  Account  supports the  operation of this Policy and certain  other
variable life insurance  policies we may offer.  We will not allocate  assets to
the Separate  Account to support the operation of any contracts or policies that
are not variable life insurance.

We own the assets in the Separate Account. These assets are held separately from
our other assets. They are not part of our General 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 laws of the  Commonwealth of Virginia which
regulate the operations of insurance  companies  incorporated  in Virginia.  The
investment  policy of the  Separate  Account  will not be  changed  without  the
approval of the Insurance  Commissioner  of the  Commonwealth  of Virginia.  The
approval  process  is on file with the  Insurance  Commissioner  of the state in
which this Policy was delivered.

Insulation of Assets

The portion of the assets of the Separate  Account which equals the reserves and
other policy liabilities which are supported by the Separate Account will not be
charged with liabilities arising from any other business we conduct. We have the
right to  transfer to our General  Account  any assets of the  Separate  Account
which are in excess of such reserves and other policy liabilities.

Investment Subdivisions

The Separate Account is divided into Investment Subdivisions.  The income, gains
and losses,  realized or unrealized,  from the assets allocated to an Investment
Subdivision  are  credited to or charged  against  such  investment  Subdivision
without regard to other income, gains or losses of the Company.

The Investment  Subdivisions available under this Policy are shown in the policy
data  pages.  Each  Investment  Subdivision  in  the  Separate  Account  invests
exclusively  in a Fund. Any amounts of income,  dividends and gains  distributed
from the shares of a Fund are reinvested in additional shares of that Fund.

FORM P1251 5/99                         12





Changes to the Separate Account and Investment Subdivisions

Where permitted by applicable law, the Company may:

     o   create new separate accounts;

     o   combine separate accounts, including the Separate Account;

     o   transfer assets of the Separate Account, which we determine to be
         associated with the class of policies to which this Policy belongs, to
         another separate account;

     o   add new  Investment Subdivisions  to  or  remove   existing  Investment
         Subdivisions from the Separate Account or combine Investment
         Subdivisions;

     o   make Investment Subdivisions (including new Investment Subdivisions)
         available to such classes of policies as we may determine;

     o   add new Funds or remove existing Funds;

     o   substitute new Funds for any existing Fund whose shares are no longer
         available for investment;

     o   substitute new Funds for any existing Fund which we determine is no
         longer appropriate in light of the purposes of the Separate Account;

     o   deregister  the Separate  Account  under the Investment Company Act of
         1940;  and

     o   operate  the  Separate  Account  under  the  direction  of a committee
         or in any other form permitted by law.

In the event of any substitution or change, we may, by appropriate  endorsement,
make such changes in this and other  policies as may be necessary or appropriate
to reflect the substitution or change.

Valuation of Separate Account Assets

We will value the assets of the  Separate  Account each  Valuation  Day at their
fair market  value.  The  valuation  will be done in  accordance  with  accepted
accounting practices and applicable laws and regulations.

Unit Value

Each Investment Subdivision has a Unit Value. When Net Premiums or other amounts
are transferred into an Investment Subdivision,  a number of units are purchased
based on that Investment Subdivision's Unit Value as of the end of the Valuation
Period during which the transfer is made. Likewise, when amounts are transferred
out of an Investment Subdivision, units are redeemed in a similar manner.

The Unit  Value of each  Investment  Subdivision  was  arbitrarily  set when the
Investment  Subdivision  began  operations.  The Unit Value for each  subsequent
Valuation Period is the net investment factor for that period, multiplied by the
Unit Value for the immediately  preceding period. The Unit Value for a Valuation
Period applies to each day in the period.

Each Investment  Subdivision has its own net investment factor. In the following
definition,  "assets" refers to the assets in each Investment Subdivision.  "Any
amount charged  against the Separate  Account"  refers to those amounts that are
allocated to each Investment Subdivision.

The net  investment  factor for a Valuation  Period is (a) divided by (b), minus
(c), where:

     (a) is the result of:

       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 those assets at the end of 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 the Separate Account for taxes, or any
          amount we set aside during the Valuation Period as a provision for
          taxes attributable to the operation or maintenance of the Separate
          Account; and


                                          13



     (b) is the value of the assets in the Investment Subdivision at the end of
         the preceding Valuation Period; and

     (c) is a charge no greater than the maximum  mortality and expense risk
         charge, as shown on the policy data pages, made for each day in the
         Valuation Period.

Transfers

You may transfer Account Value among the Investment Subdivisions of the Separate
Account.  The transfer will be effective as of the end of the  Valuation  Period
during  which we receive  your  request at our Home  Office.  You must request a
transfer in writing or in any other form acceptable to us. The first transfer in
each calendar month will be made without a transfer  charge.  A transfer  charge
will be imposed for each subsequent  transfer in the same calendar  month.  This
transfer charge is shown on the policy data pages.  When we make transfers,  the
Account  Value on the date of the transfer  will not be affected by the transfer
except to the extent of the transfer  charge.  The transfer charge will be taken
from the amount transferred.

We reserve the right to limit, upon written notice, the number of transfers each
calendar  year to twelve.  Also,  we reserve  the right to refuse to execute any
transfer:

     (1) if any of the Investment Subdivisions that would be affected by the
         transfer is unable to purchase or redeem shares of the Fund in which
         the  Investment Subdivision invests; or

     (2) if the transfer is a result of more  than one trade involving  the same
         Investment Subdivision within a 30 day period; or

     (3) if the transfer would adversely affect accumulation unit values (which
         may occur if the transfer would affect one percent or more of the
         relevant Fund's total assets).

Where  permitted  by law,  we may  accept  your  authorization  of  third  party
transfers on your behalf. We may restrict the Investment  Subdivisions that will
be  available  to you for  transfers  of Account  Value and we may  restrict the
number of such  transfers  during any period in which you  authorize  such third
party  to act on  your  behalf.  We will  give  you  prior  notice  of any  such
restrictions.  However,  we will not enforce such restrictions if you provide us
with  satisfactory  evidence that (1) such third party has been  appointed by a
court of competent  jurisdiction to act on your behalf,  or (2) such third party
has been appointed by you to act on your behalf for all your financial affairs.

                            ACCOUNT VALUE BENEFITS

How We Determine Account Value

At the end of the  Valuation  Period  during which the first premium is applied,
the  Account  Value in each  Investment  Subdivision  is equal to (a) minus (b),
where:

     (a) is the portion of the Net Premium which has been paid and allocated to
         that Investment Subdivision; and

     (b) is the portion of any due and unpaid monthly deductions allocated to
         the Account Value in that Investment Subdivision.

At the end of each Valuation Period after such date, the Account Value allocated
to each Investment Subdivision of the Separate Account is (1) plus (2) plus (3)
minus (4) minus (5) minus (6), where:

     (1)  is the Account Value allocated to the Investment Subdivision at the
          end of the preceding Valuation Period,  multiplied by the Investment
          Subdivision's net investment factor for the current Valuation Period;

     (2)  is Net Premiums received during the current Valuation Period and which
          are allocated to the Investment Subdivision;

     (3)  is any other amount transferred into the Investment Subdivision during
          the current Valuation Period;

FORM Pl251 5/99                            14




     (4) is any partial surrender made from the Investment Subdivision during
         the current Valuation Period;

     (5) is any Account Value  transferred out of the Investment Subdivision
         during the current Valuation Period;

     (6) any monthly  deduction  allocated to the Investment Subdivision during
         the current Valuation Period.

How We Determine Net Premium

To calculate the Net Premium, we multiply the premium paid times the Net Premium
Factor.

The minimum Net Premium  Factor is shown on the policy data pages.  We may use a
Net Premium  Factor  greater  than the  minimum  Net Premium  Factor at our sole
discretion.

Monthly Deduction

The  monthly  deduction  is a charge  made on the Policy  Date and each  Monthly
Anniversary Day thereafter against the Account Value. It is determined by adding
the cost of insurance,  the cost of additional  benefits  provided by rider, the
initial  monthly expense charge,  any increase  monthly expense charge,  and the
monthly policy charge.

Monthly  Policy  Charge.  The actual monthly policy charge will never be greater
than the maximum monthly policy charge shown on the policy data pages.

Initial  Monthly  Expense  Charge.  The initial  monthly  expense charge will be
included in the monthly  deduction.  The maximum amount of the charge per $1,000
of initial Specified Amount is shown on the policy data pages.

Increase  Monthly  Expense Charge.  The increase  monthly expense charge will be
included in the monthly  deduction.  The maximum amount of the charge per $1,000
of increase is shown on the policy data pages.

The monthly  deduction for a Policy Month will be allocated among the Investment
Subdivisions  of the Separate  Account in the same  proportion that the Policy's
Account Value in each Investment Subdivision bears to the total Account Value in
all Investment Subdivisions at the beginning of the Policy Month.

Cost of Insurance

The cost of insurance is calculated on each Monthly Anniversary Day and is based
on the net amount at risk.  The net amount at risk is calculated by dividing the
Death Benefit by 1.0032737, and then subtracting the Account Value. To determine
the cost of insurance for a particular Policy Month, we divide the net amount at
risk by 1000 and multiply that result by the applicable  cost of insurance rate.
If Option B is in effect,  and the Specified  Amount has increased,  the Account
Value is first considered part of the initial  Specified  Amount. If the Account
Value is more than the initial  Specified  Amount, it will be considered part of
the increased  Specified  Amounts  resulting  from increases in the order of the
increases.

Cost of  Insurance  Rate.  The monthly rate is based on each  Insured's  gender,
issue age,  rating class and policy  duration.  The rates are  determined  by us
according to our expectations of future experience for mortality,  lapse, taxes,
interest,  and  expenses.  We can change the rates from time to time.  They will
never be more than the maximum  rates shown in the table of  guaranteed  maximum
insurance  rates.  A change in rates will apply to all  persons of the same age,
gender  and  rating  class and whose  policies  have been in effect for the same
length of time.

                                     15



Insufficient Surrender Value

On a Monthly  Anniversary Day, if the Surrender Value is not enough to cover the
monthly  deduction for that Monthly  Anniversary Day, the Grace Period provision
will apply.

Continuation of Coverage

This Policy and any riders will remain in effect:

     o as long as the Surrender Value covers the monthly deduction; or

     o as provided for in the Continuation Amount and Continuation Period
       provision under PREMIUM PAYMENTS.

A rider attached to this Policy will not continue  beyond its  termination  date
under  any  circumstances. (In Rhode Island the automatic premium loan is
mandatory unless elected otherwise.)

Surrender

You can make a full or partial surrender of this Policy by sending a written
request and the Policy to our Home  Office.  Unless an Optional Payment Plan is
chosen, any proceeds payable will be paid to you in a lump sum. A surrender must
take place prior to the death of the second Insured to die.

Amount Payable on Surrender.  The Surrender  Value of this Policy is the Account
Value on the date we receive your request for  surrender in our Home Office less
any Policy Debt and less any surrender charge that applies.

Surrender  Charge. We will charge a surrender charge during any surrender charge
period.  Surrender  charge  amounts  are shown in the  policy  data  pages.  The
surrender  charge  period is the period of Policy  Months for which a  surrender
charge is shown in the policy data  pages.  The total  surrender  charge for any
given Policy Month is the sum of:

     o the surrender charge that applies to the original Specified Amount,
       adjusted for any decrease in Specified Amount; plus,

     o the surrender  charges that apply to any  increases in Specified  Amount,
       adjusted for any decrease in Specified Amount.

Surrender  Charge on Decrease in Specified  Amount.  If the Specified  Amount is
decreased during the surrender charge period other than for a partial surrender,
we will  charge a  surrender  charge.  The amount of  surrender  charge  will be
deducted  from your  Account  Value.  The charge  will be  allocated  among each
Investment Subdivision in the same proportion that the Policy's Account Value in
each  Investment  Subdivision  bears  to the  Account  Value  in all  Investment
Subdivisions.

The amount of surrender charge will be based:

     (1) first on any surrender charge in effect on the most recent increase and
         the amount of reduction to this increase caused by the decrease;

     (2) then on any surrender charge in effect on the next most recent
         increases successively and the amount of any reduction to each of these
         increases caused by the decrease; and

     (3) finally on the  surrender charge in effect on coverage  provided  under
         the original application and any reduction to this amount caused by the
         decrease.

Surrender  charges in effect  before the  decrease  are  adjusted to reflect any
assessments made.

Partial Surrender. You can make a partial surrender of this Policy. A partial
surrender cannot be less than $500. A partial surrender cannot exceed the
lesser of:

     o the Surrender Value, less $500; or

     o the available loan amount.

FORM P 1251 5/99                           16



We generally  will reduce both the Account  Value and the Death  Proceeds by the
amount of any  partial  surrender.  A partial  surrender  will not be  permitted
during the first policy year if death benefit Option B is in effect.

You may tell us how to  allocate  the  partial  surrender  among the  Investment
Subdivisions of the Separate Account.  If you do not, the partial surrender will
be allocated among each  Investment  Subdivision in the same proportion that the
Policy's Account Value in each Investment Subdivision bears to the total Account
Value in all Investment  Subdivisions  on the date we receive the request in our
Home Office.

We will deduct a charge from the amount of each partial  surrender.  This charge
will  equal the  lesser  of (i) $25,  or (ii) 2% of the  amount  of the  partial
surrender.

Receiving the Surrender Value

The  Surrender  Value is  payable  in one lump sum  unless you choose to receive
periodic payments under an Optional Payment Plan.

Postponement of Payments

We will  usually  pay any  amounts  payable  as a result of  surrender,  partial
surrender,  or policy loan within seven days after we receive written request in
our Home  Office,  in a form  satisfactory  to us. We will usually pay any Death
Proceeds within seven days after we receive due proof of death.

Payment of any amount for  surrender,  partial  surrender,  policy loan or Death
Proceeds may be postponed whenever:

     o the New York Stock Exchange is closed other than  customary  week-end and
       holiday closings, or trading on the New York Stock Exchange is restricted
       as determined by the Securities and Exchange Commission; or

     o the Securities and Exchange Commission by order permits postponement for
       the protection of policyowners; or

     o an  emergency  exists,  as  determined  by the  Securities  and  Exchange
       Commission,  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 have the right to defer  payment  which is derived  from any amount  recently
paid to us by check or draft, until we are satisfied the check or draft has been
paid by the bank on which it was drawn.

                                 LOAN BENEFITS

This Policy has loan benefits that are described below.

Making A Policy Loan

You may obtain a policy loan from us. This Policy is the only security required.
The maximum loan amount is 90% of the  difference  between (a) the Account Value
and (b) any surrender  charge on the date of the loan. The available loan amount
is the maximum loan amount less any outstanding Policy Debt.

When a policy loan is made, an amount of Account Value  sufficient to secure the
loan is transferred  out of the Separate  Account and into our General  Account.
You may  tell  us how to  allocate  that  Account  Value  among  the  Investment
Subdivisions of the Separate Account.  If you do not, that Account Value will be
allocated  among each  Investment  Subdivision in the same  proportion  that the
Policy's Account Value in each investment Subdivision bears to the total Account
Value in all investment Subdivisions on the date we make the loan.

                                       17



Any loan transaction will permanently affect the values of the Policy.

Policy Loan Interest

The  interest  rate  charged for policy loans is shown on the policy data pages.
Interest  accrues daily, and is due and payable on each policy  anniversary.  If
interest  is not paid  when  due,  an amount  equal to the  amount  owed will be
transferred  out of the Separate  Account and into our General Account to become
part of the Policy Debt and interest  will be charged on that  amount.  Interest
transferred out of the Separate Account will be transferred from each Investment
Subdivision  in the same  proportion  that the Account Value in that  Investment
Subdivision  bears to the total Account Value in all Investment  Subdivisions at
the time of interest transfer.

Preferred Policy Debt

Account  Value in the  General  Account  will earn  interest  daily at a minimum
annual rate of 4%. On each policy anniversary day, the interest earned since the
preceding policy  anniversary day will be transferred into the Separate Account.
This  interest will be allocated  to the  Investment  Subdivisions  in the same
manner as Net Premiums.

A portion  of policy  loans  taken  and/or  existing  after the  preferred  loan
availability  date  (shown on the  policy  data  pages)  will be  designated  as
preferred policy debt. The amount of preferred policy debt is redetermined  each
policy month.  Borrowed  Account Value that corresponds to preferred policy debt
will earn  interest at no less than the  minimum  annual rate of 4%. At our sole
discretion,  we may use an interest  rate higher  than the  guaranteed  interest
rate.

Preferred policy debt will be at least as large as:

     (a) the Account Value less any surrender charge that applies, minus
     (b) the total premiums paid.

Repaying Policy Debt

You can repay  Policy Debt in part or in full any time during  either  Insured's
life while  this  Policy is in effect.  Loan  payments  will first be applied to
reduce the portion of Policy Debt that does not  correspond to preferred  policy
debt.

When a loan repayment is made,  Account Value in the General  Account related to
that payment will be transferred into the Separate Account.  You may tell us how
to allocate this Account Value among each Investment Subdivision of the Separate
Account.  If you do not,  we will  allocate  that  amount  among the  Investment
Subdivisions in the same proportion that Net Premiums are being allocated.

If you do not repay  Policy  Debt,  it will be  deducted  from any  proceeds  or
benefit  payable at the death of the second Insured to die or on surrender.  Any
Policy Debt which  exists at the end of the 61-day grace period will be deducted
from the Account Value and considered repaid as of the date of termination.

Minimum Loan Payment

During the Continuation  Period,  if Policy Debt on any Monthly  Anniversary Day
exceeds the Account  Value less any surrender  charge that applies,  and the Net
Total  Premium is less than the  Continuation  Amount,  your Policy will enter a
61-day  grace  period.  You  will have the 61-day grace  period to pay a minimum
loan payment equal to the lesser of (a) and (b), where:

     (a) equals the amount by which  Policy Debt exceeds the Account  Value less
         any surrender charge; and

     (b) equals the Net Premium Factor times the difference  between the
         Continuation Amount and the Net Total Premium.

All  amounts  in (a) and (b) above are as of the  Monthly  Anniversary  Day when
excess Policy Debt first occurs.

FORM P1251 5/99                      18


After the  Continuation  Period,  if Policy Debt on any Monthly  Anniversary Day
exceeds the Account  Value less any surrender  charge that applies,  your Policy
will enter a 61-day grace period.  In this case,  you will have the 61-day grace
period to pay a minimum  loan  payment  equal to the amount by which Policy Debt
exceeds the Account Value less any surrender  charge. As used in this paragraph,
Policy  Debt,  Account  Value and  surrender  charge  are all as of the  Monthly
Anniversary Day when excess Policy Debt first occurs.

We will send written  notice of the minimum loan payment to you and any assignee
of record at our Home Office at least 30 days prior to the date of  termination.
If you do not pay the minimum loan payment by the end of the grace period,  your
Policy will terminate without value.

                              GENERAL INFORMATION

Annual Statement

On each policy anniversary,  we will send you an annual statement. The statement
will show the Specified  Amount,  the Account  Value,  the  Surrender  Value and
Policy Debt as of the policy anniversary.  The statement will also show premiums
paid and charges made during the policy year.

Calculation of Values

Our calculations of guaranteed  maximum cost of insurance rates are based on the
Commissioners'  1980 Standard Ordinary Smoker or Nonsmoker Mortality Tables (age
nearest birthday).

The values  provided  for in this Policy are always at least what is required by
law of the state where the Policy was delivered.  A detailed statement of how we
calculate the values in this Policy has been filed with the insurance department
of the state where the Policy was delivered.

Limits on Contesting This Policy

In deciding to issue this Policy, we relied on statements in the application for
the Policy. If we increase the Specified Amount or reinstate the Policy after it
lapses,  we rely on statements in a supplemental  application or a reinstatement
application.   The   statements  in  all  such   applications   are   considered
representations and not warranties.

We  can  contest  this  Policy,   an  increase  in  Specified  Amount  and/or  a
reinstatement of this Policy, if:

    o any material misrepresentation of fact was made in the application, a
      supplemental application or a reinstatement application; and

    o a copy of that  application  was  attached  to the Policy  when issued or
      delivered,  or was made a part of the Policy when a change in coverage or
      Policy reinstatement went into effect.

With respect to the original  Specified  Amount, we will not contest this Policy
after it has been in effect  during the lifetimes of both Insureds for two years
from its Policy Date. We will not contest an increase in Specified  Amount after
that  increase has been in effect  during the lifetimes of both Insureds for two
years  from  the  effective  date  of  the  increase.  We  will  not  contest  a
reinstatement  of this  Policy  after the  reinstated  Policy has been in effect
during  the  lifetimes  of  both  Insureds  for  two  years  from  the  date  of
reinstatement.

This provision does not apply to riders that provide disability benefits.  (This
provision does apply to riders that provide  disability  benefits and are issued
in South Carolina.)

                                       19



Misstatement of Age or Gender

If either  Insured's  Age or gender was misstated in an  application,  the Death
Benefit will be adjusted.  The Death Benefit after adjustment will be the sum of
(a) and (b), where:

     (a) is the Account Value at the time of the death of the second Insured to
         die; and
     (b) is the unadjusted Death Benefit, reduced by the Account Value at the
         time of the death of the second  Insured to die, and  multiplied by the
         ratio of  (1) the most  recent  monthly  deduction  based  on each  Age
         and  gender  shown  in the application,  to (2) the most recent monthly
         deduction based on each true Age or gender.

All amounts are those in effect,  with  respect to each  Insured,  in the Policy
Month of the death of the second Insured to die.

In no event will the Death Benefit be less than the amount  required to keep the
Policy qualified as life insurance.

Nonparticipating

This is not a participating policy. No dividends are payable.

The Policy and Its Parts

The Policy with any attached  application(s), and any riders and endorsements
is a legal  contract.  It is the entire  contract  between  you and us. An agent
cannot change this contract. Any change to it must be in writing and approved by
us. Only an authorized officer of the Company can give our approval.

We will not use any statement in the original application to deny a claim unless
a copy of that application was attached to this Policy when issued or delivered.
We will not use any  statement  in a  supplemental  application  to deny a claim
unless a copy of that  application  was sent to you when the change in  coverage
went into effect.  We will not use any statement in a reinstatement  application
to deny a claim unless a copy of the  reinstatement  application was sent to you
when the Policy was reinstated.

Suicide

If either Insured commits suicide,  while sane or insane,  within two years (one
year in Colorado) of the Policy  Date,  all coverage  under the Policy will end,
and we will pay a limited  amount of  proceeds.  The limited  amount of proceeds
will  equal all  premiums  paid on the  Policy,  less  Policy  Debt and  partial
surrenders.

If the first Insured to die commits suicide, while sane or insane, more than two
years (one year in  Colorado)  after the  Policy  Date and within two years (one
year in Colorado)  after an increase in the Specified  Amount became  effective,
the  Specified  Amount  will be  reduced  to the  amount in effect  prior to the
increase. Monthly deductions that were made with respect to the increase will be
refunded in a lump sum to the Owner.

If the second Insured to die commits  suicide,  while sane or insane,  more than
two years (one year in Colorado) after the Policy Date and within two years (one
year in Colorado)  after an increase in the Specified  Amount became  effective,
the  Specified  Amount  will be  reduced  to the  amount in effect  prior to the
increase. The amount payable with respect to the increase will equal the monthly
deductions that were made for that increase.  The amount payable will be treated
as Death Proceeds and paid to the  Beneficiary  under the same conditions as the
original Specified Amount.

Any limited  amount  payable  will be treated as Death  Proceeds and paid to the
Beneficiary under the same conditions as the original Specified Amount.

FORM P1251 5/99                            20



Written Notice

Any  written  notice to us should be sent to our Home  Office at 6610 West Broad
Street,  Richmond,  Virginia  23230.  Please  include the policy number and each
Insured's full name.

Any notice we send to you will be sent to your address shown in the application.
Notify us of any change of address.

                             OPTIONAL PAYMENT PLANS

Death Proceeds or surrender  value proceeds will be paid in one lump sum, unless
requested otherwise. Any part of the proceeds can be left with us and paid under
a  payment  plan.  During  either  Insured's  life,  you can  choose  a plan.  A
Beneficiary  can  choose a plan if you have not  chosen  one at the death of the
second Insured to die.

There are several important payment plan rules:

    o  The payee under a plan cannot be a corporation, association or fiduciary.
    o  If you change a  Beneficiary,  your plan  selection  will no longer be in
       effect unless you request that it continue.
    o  Any  choice  or  change  of a plan  must be sent in  writing  to our Home
       Office.
    o  The amount of each payment under a plan must be at least $50.
    o  Payments will begin either on the date of death of the second  Insured to
       die or on lapse,  except for payments under Plan 4 which begin at the end
       of the first interest period.
    o  Payments are backed by assets in our General Account.

Plan 1. Income for A Fixed Period.  We will make equal  periodic  payments for a
fixed  period,  not longer than 30 years.  Payments can be annual,  semi-annual,
quarterly  or  monthly.  Payments  will be made  according  to the table in this
section.  Guaranteed  amounts  payable  under this plan will earn interest at 3%
compounded  yearly.  We may increase the interest and the amount of any payment.
If the payee  dies,  the amount of the  remaining  guaranteed  payments  will be
discounted to the date of the payee's  death at a yearly rate of 3%.  Discounted
means we will deduct the amount of interest  each  remaining  payment would have
included had it not been paid out early.  The discounted  amount will be paid in
one sum to the payee's estate unless otherwise provided.

Plan 2. Life  Income.  We will make  equal  monthly  payments  for a  guaranteed
minimum period. If the payee lives longer than the minimum period, payments will
continue for his or her  life.  The  minimum  period  can be 10, 15 or 20 years.
Payments  will be according  to the table in this  section.  Guaranteed  amounts
payable  under this plan will earn  interest  at 3%  compounded  yearly.  We may
increase  the  interest  rate and the amount of any  payment.  If the payee dies
before the end of the guaranteed  period,  the amount of remaining  payments for
the  minimum  period  will be  discounted  at the  same  interest  rate  used to
calculate the monthly income.  The discounted amounts will be paid in one sum to
the payee's estate unless otherwise provided.

Plan 3. Income of A Definite Amount.  We will make equal periodic  payments of a
definite amount. Payments can be annual, semi-annual,  quarterly or monthly. The
amount  paid  each  year  must be at least  $120 for each  $1,000  of  proceeds.
Payments will continue until the proceeds are  exhausted.  The last payment will
equal the amount of any unpaid  proceeds.  Unpaid proceeds will earn interest at
3% compounded  yearly.  We may increase the interest rate. If we do, the payment
period will be extended. If the payee dies, the amount of the remaining proceeds
with  earned  interest  will  be paid  in one  sum to his or her  estate  unless
otherwise provided.

                                       21



Plan 4. Interest Income.  We will make periodic payments of interest earned from
the proceeds  left with us.  Payments can be annual,  semi-annual,  quarterly or
monthly,  and will begin at the end of the first period  chosen.  Proceeds  left
under this plan will earn interest at 3% compounded  yearly. We may increase the
interest  rate and the amount of any payment.  If the payee dies,  the amount of
remaining proceeds and any earned but unpaid interest will be paid in one sum to
his or her estate unless otherwise provided.

Plan 5. Joint Life and Survivor  Income.  We will make equal monthly payments to
two payees for a guaranteed  minimum of 10 years. Each payee must be at least 35
years old when payments  begin.  The  guaranteed  amount payable under this plan
will earn  interest at 3% compounded  yearly.  We may increase the interest rate
and the amount of any payment. Payments will continue as long as either payee is
living.  If both payees die before the end of the minimum period,  the amount of
the  remaining  payments for the 10 year period will be  discounted  at the same
interest rate used to calculate the monthly income.  The discounted  amount will
be paid in one sum to the survivor's estate unless otherwise provided.

Plan 1 Table: Monthly payment rates for each $1,000 of proceeds under Plan 1.




Years
Payable    1       2       3       4       5       6       7       8         9      10      11      12      13     14      15
- -------------------------------------------------------------------------------------------------------------------------------
     
Monthly
Payment $84.47  $42.86  $28.99  $22.06  $17.91  $15.14  $13.16  $11.68    $10.53  $9.61   $8.86   $8.24   $7.71   $7.26   $6.87
===============================================================================================================================
Years
Payable   16      17      18      19      20      21      22      23        24      25      26      27      28      29      30
- -------------------------------------------------------------------------------------------------------------------------------
Monthly
Payment  $6.53   $6.23   $5.96   $5.73   $5.51   $5.32   $5.15   $4.99     $4.84  $4.71   $4.59   $4.47   $4.37   $4.27   $4.18
- -------------------------------------------------------------------------------------------------------------------------------



Annual, semi-annual or quarterly payments are determined by multiplying the
monthly payment by 11.838, 5.963 or 2.992, respectively.

Plan 2 Table: Monthly payment rates for each $1,000 of proceeds under Plan 2.



Settlement                                                   Settlement
Age            Male Payee                Female Payee           Age              Male Payee                    Female Payee
       10 Years 15 Years 20 Years 10 Years 15 Years 20 Years            10 Years  15 Years  20 Years  10 Years  15 Years  20 Years
       Certain  Certain  Certain  Certain  Certain  Certain             Certain   Certain   Certain   Certain   Certain   Certain
     
20     $2.90     $2.89    $2.89    $2.80    $2.80    $2.80      65        $5.44    $5.17     $4.83     $4.85     $4.72     $4.54
25      2.99      2.98     2.98     2.88     2.87     2.87      66         5.58     5.28      4.89      4.97      4.83      4.62
30      3.10      3.10     3.09     2.96     2.96     2.96      67         5.74     5.38      4.96      5.10      4.93      4.69
35      3.24      3.24     3.23     3.08     3.07     3.07      68         5.89     5.49      5.02      5.24      5.04      4.77
40      3.43      3.41     3.39     3.22     3.21     3.20      69         6.05     5.60      5.08      5.39      5.16      4.84
45      3.66      3.64     3.60     3.40     3.39     3.37      70         6.22     5.70      5.13      5.55      5.28      4.92
50      3.95      3.91     3.85     3.63     3.61     3.59      71         6.39     5.81      5.18      5.71      5.39      4.99
51      4.02      3.97     3.91     3.68     3.66     3.63      72         6.57     5.91      5.23      5.88      5.51      5.05
52      4.09      4.04     3.96     3.74     3.72     3.68      73         6.75     6.01      5.27      6.06      5.63      5.12
53      4.16      4.11     4.02     3.80     3.77     3.74      74         6.93     6.10      5.31      6.25      5.75      5.17
54      4.24      4.18     4.08     3.86     3.83     3.79      75         7.12     6.19      5.35      6.44      5.87      5.22
55      4.32      4.25     4.15     3.93     3.90     3.85      76         7.30     6.28      5.38      6.64      5.98      5.27
56      4.41      4.33     4.21     4.00     3.96     3.91      77         7.49     6.35      5.40      6.85      6.09      5.31
57      4.50      4.41     4.28     4.07     4.03     3.97      78         7.67     6.43      5.42      7.06      6.19      5.35
58      4.60      4.49     4.34     4.15     4.10     4.03      79         7.85     6.49      5.44      7.27      6.28      5.38
59      4.70      4.58     4.41     4.23     4.18     4.10      80         8.02     6.55      5.46      7.48      6.37      5.41
60      4.81      4.67     4.48     4.32     4.26     4.17      81         8.18     6.61      5.47      7.68      6.45      5.43
61      4.92      4.77     4.55     4.42     4.35     4.24      82         8.34     6.65      5.48      7.88      6.52      5.45
62      5.04      4.86     4.62     4.52     4.43     4.31      83         8.49     6.69      5.49      8.08      6.58      5.47
63      5.17      4.96     4.69     4.62     4.53     4.39      84         8.63     6.73      5.50      8.26      6.63      5.48
64      5.30      5.06     4.76     4.73     4.62     4.46      85         8.76     6.76      5.50      8.43      6.68      5.49
                                                               & over



Values for ages not shown will be furnished upon request.

FORM P1251 5/99                     22



Plan 5 Table: Monthly payment rates for each $1000 of proceeds under Plan 5.



Male Settlement                               Female Settlement Age
   Age           35      40      45      50      55      60      65      70      75        80      85 & over
     
   35          $2.95   $3.00   $3.06   $3.11   $3.15   $3.18   $3.20   $3.22   $3.23      $3.24     $3.24
   40           2.98    3.06    3.13    3.20    3.26    3.31    3.35    3.38    3.40       3.41      3.42
   45           3.01    3.10    3.20    3.30    3.39    3.46    3.53    3.58    3.61       3.64      3.65
   50           3.03    3.14    3.25    3.38    3.51    3.63    3.73    3.81    3.87       3.91      3.93
   55           3.04    3.16    3.30    3.45    3.62    3.79    3.94    4.08    4.18       4.25      4.29
   60           3.05    3.18    3.33    3.51    3.72    3.94    4.16    4.37    4.55       4.67      4.75
   65           3.06    3.19    3.36    3.56    3.79    4.07    4.37    4.68    4.96       5.18      5.32
   70           3.07    3.20    3.37    3.59    3.85    4.17    4.55    4.97    5.39       5.75      6.00
   75           3.07    3.21    3.38    3.61    3.89    4.24    4.68    5.20    5.78       6.32      6.73
   80           3.07    3.21    3.39    3.62    3.91    4.28    4.76    5.37    6.08       6.81      7.40
   85 & over    3.07    3.22    3.39    3.62    3.92    4.31    4.81    5.47    6.28       7.15      7.91


Figures for  intermediate  ages,  for two males or two females will be furnished
upon request.

Settlement Age: The settlement age is the payee's age nearest birthday on the
date payments begin, minus an age adjustment from the table below. The age
adjustment cannot exceed the age of the payee.

        Year Payments Begin               Age
       After           Prior To        Adjustment
       ----             2001                0
       2000             2026                3
       2025             2051                7
       2050             ----               10

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