GE CAPITAL LIFE SEPARATE ACCOUNT II, N-4, 1997-11-10

GE CAPITAL LIFE SEPARATE ACCOUNT II
N-4, 1997-11-10

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As filed with the Securities and Exchange Commission on November 7, 1997.

Registration No. 333-_____
Registration No. 811-____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

Registration Statement Under the Securities Act of 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No._____

Registration Statement Under the Investment Company Act of 1940 X
Amendment No. _____

GE Capital Life Separate Account II
(Exact Name of Registrant)

GE Capital Life Assurance Company of New York
(Name of Depositor)

2 Manhattanville Road
Purchase, New York 10577-0827
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number: (914) 253-8822

J. Neil McMurdie
Associate Counsel and Assistant Vice President
GE Capital Life Assurance Company of New York
2 Manhattanville Road
Purchase, New York 10577-0827
(Name and address of Agent for Service)

Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of the Registration Statement

Title of Securities being Registered: Flexible Premium Deferred Annuity Policy.

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

<PAGE>

Cross Reference Sheet
Pursuant to Rule 481

Showing Location in Part A (Prospectus) and Part B (Statement of
Additional Information) of Registration Statement of Information Required by
Form N-4

PART A
Item of Form N-4 Prospectus Caption

<S> <C>
1. Cover Page ....................................... Cover Page
2. Definitions ...................................... Definitions
3. Synopsis ......................................... Summary, Fee Table
4. Condensed Financial Information................... Condensed Financial Information; Total Return and
Yield
5. General
(a) Depositor................................ GE Capital Life Assurance Company of New York
(b) Registrant............................... Account II
(c) Portfolio Company........................ The Funds
(d) Fund Prospectus.......................... The Funds
(e) Voting Rights............................ Voting Rights and Reports
(f) Administrators........................... N/A
6. Deductions and Expenses
(a) General ................................. Charges and Deductions; Summary
(b) Sales Load %............................. Surrender Charges; Summary
(c) Special Purchase Plan.................... N/A
(d) Commissions.............................. Distribution of the Policies
(e) Expenses-Registrant...................... Charges and Deductions; Summary
(f) Fund Expenses............................ The Funds; Fund Charges
(g) Organizational Expenses.................. N/A
7. Policies
(a) Persons with Rights Summary; The Policy; Distribution of the Policies;
Income Payments; Voting Rights and Reports;
(b) (i) Allocation of Purchase Payments ........ Allocating Premium Payments
(ii) Transfers .............................. Transfers; Transfer Charges
(iii) Exchanges .............................. N/A
(c) Changes ............................... Additions, Deletions or Substitutions of Investments;
Changes by the Owner
(d) Inquiries ............................. Cover page; Summary; (SAI) Written Notice
8. Annuity Period ................................... Income Payments; Transfers; (SAI) Transfer of Annuity
Units
9. Death Benefit ..................................... Death Provisions; Death Benefit; Payment of Benefits
10. Purchases and Policy Value
(a) Purchases ............................... Purchasing a Policy; Accumulation of Account Value;
Value of Accumulation Units
(b) Valuation ............................... Value of Accumulation Units
(c) Daily Calculation ....................... Value of Accumulation Units
(d) Underwriter ............................. Distribution of the Policies
11. Redemptions
(a) By Owners ............................... Surrenders
By Annuitant ............................ Optional Payment Plans
(b) Texas ORP ............................... N/A
(c) Check Delay ............................. Payment Under The Policies
(d) Lapse ................................... N/A
(e) Free Look ............................... Canceling a Policy (Refund Privilege)

</TABLE>

<PAGE>

Item of Form N-4 Prospectus Caption

<S> <C>
12. Taxes ............................................. Federal Tax Matters
13. Legal Proceedings ................................. Legal Proceedings
14. Table of Contents for the Statement of
Additional Information ............................ Statement of Additional Information Table of Contents

PART B
Item of Form N-4 Prospectus Caption
15. Cover Page ........................................ Cover Page
16. Table of Contents ................................. Table of Contents
17. General Information and History.................... GE Capital Life Assurance Company of New York
18. Services
(a) Fees and Expenses of Registrant .......... N/A
(b) Management Policies ...................... N/A
(c) Custodian ................................ N/A
Independent Public Accountant ............ Experts
(d) Assets of Registrant ..................... N/A
(e) Affiliated Persons ....................... N/A
(f) Principal Underwriter .................... (SAI) Transfer of Annuity Units; Distribution of the
Policies
19. Purchase of Securities Being Offered .............. (Prospectus) Distribution of the Policies
Offering Sales Load ............................... N/A
20. Underwriters ...................................... (Prospectus) Distribution of the Policies
21. Calculation of Performance Data ................... Calculation of Performance Data; (Prospectus) Total
Return and Yields
22. Annuity Payments .................................. (Prospectus) Income Payments
23. Financial Statements .............................. Financial Statements

PART C -- OTHER INFORMATION
Item of Form N-4 Prospectus Caption
23. Financial Statements .............................. Financial Statements
24. Financial Statements and Exhibits ................. Financial Statements and Exhibits
(a) Financial Statements ..................... Financial Statements
(b) Exhibits ................................. Exhibits
25. Directors and Officers of the Depositor ........... Directors and Officers of GE Capital Life
26. Persons Controlled By or Under Common
Control with the Depositor or Registrant .......... Persons Controlled By or In Common Control with the
Depositor or Registrant
27. Number of Policy Owners............................ Number of Policy Owners
28. Indemnification.................................... Indemnification
29. Principal Underwriters............................. Principal Underwriters
30. Location of Accounts and Records................... Location of Accounts and Records
31. Management Services................................ Management Services
32. Undertakings....................................... Undertakings
Signature Page .................................... Signatures

</TABLE>

<PAGE>

PROSPECTUS

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY POLICY
offered by
GE CAPITAL LIFE SEPARATE ACCOUNT II
and
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
2 Manhattanville Road, Purchase, New York 10577-0827
(914) 253-8822
Variable Annuity Service Center:
6610 West Broad Street
Richmond, VA 23230
(800) XXX-XXXX

This Prospectus describes a flexible premium deferred variable annuity policy
(the "Policy") offered by GE Capital Life Assurance Company of New York ("GE
Capital Life" or the "Company"). The Policy provides for the accumulation of
capital on a tax-deferred basis for retirement or other long-term purposes. The
Policy may be used in connection with retirement plans, including plans that
qualify for favorable federal income tax treatment under the Internal Revenue
Code.

The Owner may allocate Premium Payments and transfer Account Value to one or
more of the Investment Subdivision(s) of GE Capital Life Separate Account II
(the "Account"). Assets of each Investment Subdivision of the Account are
invested solely in a designated investment portfolio that is part of a
series-type mutual fund (each a "Fund"). Currently, there are nine such Funds
with 34 portfolios available under this Policy. The Funds and their currently
available portfolios are listed on the following page.

This Prospectus must be read along with the current prospectuses for the Funds.

This Prospectus sets forth the basic information that a prospective investor
should know before investing. A Statement of Additional Information containing
more detailed information about the Policy and the Account is available free of
charge by writing or calling us at our Variable Annuity Service Center at the
address or telephone number listed above. The Statement of Additional
Information has the same date as this Prospectus, has been filed with the
Securities and Exchange Commission, and is incorporated herein by reference. The
Table of Contents of the Statement of Additional Information is included at the
end of this Prospectus.

Please read this Prospectus carefully and retain it for future reference

INVESTMENTS IN THE POLICIES AND SHARES OF THE FUNDS ARE NOT DEPOSITS WITH,
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY ANY BANK, AND SUCH INVESTMENTS AND
SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. INVESTING IN THE POLICY INVOLVES
CERTAIN RISKS, INCLUDING THE RISK OF LOSS OF PREMIUM PAYMENTS.

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

November 7, 1997

1
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FUNDS AVAILABLE

Janus Aspen Series
o Growth Portfolio
o Aggressive Growth Portfolio
o International Growth Portfolio
o Worldwide Growth Portfolio
o Balanced Portfolio
o Flexible Income Portfolio
o Capital Appreciation Portfolio

Variable Insurance Products Fund
o Equity-Income Portfolio
o Overseas Portfolio
o Growth Portfolio

Variable Insurance Products Fund II
o Asset Manager Portfolio
o Contrafund Portfolio

Variable Insurance Products Fund III
o Growth & Income Portfolio
o Growth Opportunities Portfolio

GE Investments Funds, Inc.
o S&P 500 Index Fund
o Money Market Fund
o Total Return Fund

GE Investments Funds, Inc. (Continued)
o International Equity Fund
o Real Estate Securities Fund
o Global Income Fund
o Value Equity Fund
o Income Fund

Oppenheimer Variable Account Funds
o Oppenheimer Bond Fund
o Oppenheimer Capital Appreciation Fund
o Oppenheimer Growth Fund
o Oppenheimer High Income Fund
o Oppenheimer Multiple Strategies Fund

Federated Insurance Series
o Federated American Leaders Fund II
o Federated Utility Fund II
o Federated High Income Bond Fund II

The Alger American Fund
o Alger American Growth Portfolio
o Alger American Small Capitalization Portfolio

PBHG Insurance Series Fund, Inc.
o PBHG Growth II Portfolio
o PBHG Large Cap Growth Portfolio

2
<PAGE>

TABLE OF CONTENTS

Page
DEFINITIONS
FEE TABLE
EXAMPLES
SUMMARY
CONDENSED FINANCIAL
INFORMATION
GE CAPITAL LIFE AND THE
ACCOUNT
GE Capital Life
The Account
Additions, Deletions, or
Substitutions of Investments
THE FUNDS
Janus Aspen Series
Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
GE Investments Funds, Inc.
Oppenheimer Variable Account Funds
Federated Insurance Series
The Alger American Fund
PBHG Insurance Series Fund, Inc.
THE POLICY
Purchasing a Policy
Canceling the Policy (Refund
Privilege)
Allocating Premium Payments
Accumulation of Account Value
Value of Accumulation Units
Transfers
Dollar-Cost Averaging
Portfolio Rebalancing
Surrenders
Systematic Withdrawals
Death Provisions
CHARGES AND DEDUCTIONS
Surrender Charges
Mortality and Expense Risk Charge
Administrative Expense Charge
Policy Maintenance Charge
Page
Annual Death Benefit Charge(s)
Transfer Charges
Tax Charges
Fund Charges
INCOME PAYMENTS
Income Payments
Determination of Income Payments
Optional Payment Plans
TOTAL RETURN AND YIELDS
FEDERAL TAX MATTERS
Introduction
Non-Qualified Policies
Qualified Policies
IRA Policies
Simplified Employee Pension Plans
SIMPLE IRAs
Section 403(b) Annuities
Deferred Compensation Plans of State
And Local Government and Tax-
Exempt Organizations
Other Qualified Retirement Plans
Legal and Tax Advice for Qualified
Plans
Direct Rollover and Mandatory
Withholding Requirements
Federal Income Tax Withholding
GENERAL INFORMATION
The Owner
The Annuitant
The Beneficiary
Changes By the Owner
Evidence of Death, Age, Gender or
Survival
Payment under the Policies
Distribution of the Policies
Voting Rights and Reports
Legal Proceedings
STATEMENT OF ADDITIONAL
INFORMATION TABLE OF
CONTENTS

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DEFINITIONS

Account Value -- The value of the Policy equal to the amounts allocated to the
Investment Subdivisions of the Account.

Account -- GE Capital Life Separate Account II.

Accumulation Unit -- An accounting unit of measure used to calculate the Account
Value prior to the Maturity Date.

Additional Premium Payment -- Any Premium Payment made after the initial Premium
Payment.

Annuitant -- The person named in the Policy whose age (and gender where
appropriate) are used to determine Income Payments.

Annuity Unit -- An accounting unit of measure used on or after the Maturity Date
to calculate the amount of the second and each subsequent Variable Income
Payment.

Business Day -- Any day that the New York Stock Exchange is open for business
and any other day in which there is a material change in the value of the assets
in the Account.

Code -- The Internal Revenue Code of 1986, as amended.

Death Benefit -- The death benefit provided under a Policy upon the death of an
Annuitant before Income Payments begin.

Designated Beneficiary(ies) -- The person(s) designated in the Policy who is
alive (or in existence for non-natural designations) on the date of an Owner's,
Joint Owner's or Annuitant's death and who will be treated as the sole owner of
the Policy following such a death.

Due Proof of Death -- Proof of death that is satisfactory to GE Capital Life.
Such proof may consist of the following if acceptable to GE Capital Life: (a) a
certified copy of the death certificate; or (b) a certified copy of the decree
of a court of competent jurisdiction as to the finding of death.

Fixed Income Payments -- Income Payments that are fixed in amount.

Funds -- The mutual funds designated in this Prospectus as eligible investments
for the Account.

General Account-- The assets of GE Capital Life that are not segregated in any
of the separate investment accounts of GE Capital Life.

Home Office -- The principal offices of GE Capital Life Assurance Company of New
York at 2 Manhattanville Road, Purchase, New York 10577-0827.

Income Payment -- One of a series of payments made under one of the Optional
Payment Plans.

Investment Subdivision -- A subdivision of the Account, each of which invests
exclusively in shares of a designated portfolio of one of the Funds.

IRA Policy -- An individual retirement annuity Policy that receives favorable
federal income tax treatment under Section 408 of the Code.

Joint Owner -- Joint Owners own the Policy equally. If one Joint Owner dies,
the surviving Joint Owner has a right of survivorship to the Policy.

Maturity Date -- The date stated in the Policy on which Income Payments are
scheduled to commence, if the Annuitant is living on that date.

Maturity Value -- The Surrender Value of the Policy on the day immediately
preceding the Maturity Date.

Net Investment Factor -- An index applied to measure the investment performance
of an Investment Subdivision from the beginning of a Valuation Period to the end
of that same Valuation Period.

Non-Qualified Policy-- Policies not sold or used in connection with retirement
plans receiving favorable federal income tax treatment under the Code.

Owner -- The person or persons (in the case of Joint Owners) entitled to receive
Income Payments after the Maturity Date. The Owner is also entitled to the
ownership rights stated in the Policy during the lifetime of the Annuitant. The
original Owner is named in the Policy. As used in this Prospectus, the words
"you" and "your" shall refer to the Owner.

Policy -- The flexible premium deferred variable annuity policy issued by GE
Capital Life and described in this Prospectus. The term "Policy" or "Policies"
includes the Policy described in this Prospectus, a Policy application, any
supplemental applications, any endorsements and riders.

Policy Date -- The date on which the Policy goes into effect. The Policy Date is
shown in the Policy and is used to measure Policy years and Policy
anniversaries.

Premium Payment(s) -- An amount paid to GE Capital Life by the Owner or on the
Owner's behalf as consideration for the benefits provided by the Policy.

Qualified Policies -- Policies used in connection with retirement plans which
receive favorable federal income tax treatment under the Code.

Surrender Value -- The Account Value less any applicable surrender charge.

Valuation Period -- The period between the close of business on a Business Day
and the close of business on the next succeeding Business Day.

Variable Annuity Service Center -- The office to which all written and telephone
inquiries concerning the Policy or the Funds should be made: 6610 West Broad
Street, Richmond, VA 23230, 1-800-XXX-XXXX.

Variable Income Payments -- Payments made pursuant to an Optional Payment Plan
where such payments fluctuate based on the investment performance of Investment
Subdivisions selected by the Owner.

4
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FEE TABLE
<S> <C>
Owner Transaction Expenses:
o Sales Charge on Premium Payments None
o Maximum Surrender Charge (Contingent Deferred Sales Charge) as a
percentage of amount surrendered 6.00%
o Other surrender fees None
o Transfer charge:
- First transfer each month None
- Subsequent transfers (each) $10.00
Account Annual Expenses: (as a percentage of account value)
o Mortality and Expense Risk Charge 1.25%
o Administrative Expense Charge 0.15%
Total Annual Expenses 1.40%
=====
Other Annual Expenses:
o Annual Policy Maintenance Charge $25.00
o Maximum Annual Death Benefit Charges
Elective Annual Step-Up Death Benefit (where available (as a
percentage of Account Value))
0.25%*

</TABLE>
* If the Elective Annual Step-Up Death Benefit (where available) applies

Fund Annual Expenses (as a percentage of average daily net assets):

Other Expenses
Management (after Total Annual
Fund Fees reimbursement) Expenses
<S> <C>

Janus Aspen Series:
Growth Portfolio 0.65% 0.04% 0.69%
Aggressive Growth Portfolio 0.72% 0.04% 0.76%
International Growth Portfolio 0.05% 1.21% 1.26%
Worldwide Growth Portfolio 0.66% 0.14% 0.80%
Balanced Portfolio 0.79% 0.15% 0.94%
Flexible Income Portfolio 0.65% 0.19% 0.84%
Capital Appreciation Portfolio * 0.75% 0.30% 1.05%

Variable Insurance Products Fund:
Equity-Income Portfolio 0.51% 0.07% 0.58%
Overseas Portfolio 0.76% 0.17% 0.93%
Growth Portfolio 0.61% 0.08% 0.69%

Variable Insurance Products Fund II:
Asset Manager Portfolio 0.64% 0.10% 0.74%
Contrafund Portfolio 0.61% 0.13% 0.74%

Variable Insurance Products Fund III:
Growth & Income Portfolio 0.50% 0.20% 0.70%
Growth Opportunities Portfolio 0.61% 0.16% 0.77%

</TABLE>

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Other Expenses
Management (after Total Annual
Fund Fees reimbursement) Expenses
<S> <C>

GE Investments Funds, Inc.:
S&P 500 Index Fund 0.35% 0.13% 0.48%
Money Market Fund 0.10% 0.05% 0.15%
Total Return Fund 0.50% 0.10% 0.60%
International Equity Fund 1.00% 0.50% 1.50%
Real Estate Securities Fund 0.85% 0.22% 1.07%
Global Income Fund * 0.60% 0.30% 0.90%
Value Equity Fund * 0.65% 0.26% 0.91%
Income Fund 0.50% 0.13% 0.63%

Oppenheimer Variable Account Funds:
Oppenheimer Bond Fund 0.74% 0.04% 0.78%
Oppenheimer Capital Appreciation Fund 0.72% 0.03% 0.75%
Oppenheimer Growth Fund 0.75% 0.04% 0.79%
Oppenheimer High Income Fund 0.75% 0.06% 0.81%
Oppenheimer Multiple Strategies Fund 0.73% 0.04% 0.77%

Federated Insurance Series:
Federated American Leaders Fund II 0.53% 0.32% 0.85%
Federated Utility Fund II 0.24% 0.61% 0.85%
Federated High Income Bond Fund II 0.01% 0.79% 0.80%

The Alger American Fund:
Alger American Growth Portfolio 0.75% 0.04% 0.79%
Alger American Small Capitalization Portfolio 0.85% 0.03% 0.88%

PBHG Insurance Series Fund, Inc.:
PBHG Growth II Portfolio * 0.85% 0.30% 1.15%
PBHG Large Cap Growth Portfolio * 0.72% 0.38% 1.10%

</TABLE>

*The Global Income Fund and Value Equity Fund of the GE Investments Funds, the
Capital Appreciation Portfolio of the Janus Aspen Series, and the PBHG Growth II
Portfolio and PBHG Large Cap Growth Portfolio of the PBHG Insurance Series Fund
had not yet commenced operations as of December 31, 1996.

The purpose of these tables is to assist an Owner in understanding the various
costs and expenses that an Owner will bear, directly and indirectly. Except as
noted below, the tables reflect charges and expenses of the Account as well as
the underlying Funds for the most recent fiscal year. For more information on
the charges described in these tables see "Charges and Deductions" in this
Prospectus and the prospectuses for the underlying Funds which accompany this
Prospectus.

The expense information for the Funds was provided by those Funds. Except for GE
Investments Funds, Inc., none of the Funds and their investment advisers are
affiliated with GE Capital Life. While GE Capital Life has no reason to doubt
the accuracy of the information provided by non-affiliated Funds, GE Capital
Life has not independently verified such information. Actual expenses may be
greater than or less than those shown. In addition, the annual expenses listed
for certain of the Funds are net of certain reimbursements or fee waivers by the
Funds' investment advisers. GE Capital Life cannot guarantee that the
reimbursements or fee waivers will continue.

Absent any fee waivers, reimbursements or reductions, the total annual expenses
of certain of the portfolios during 1996 were as follows:

Janus Aspen Series: 0.83% for Growth Portfolio, 0.83% for Aggressive
Growth Portfolio, 2.21% for International Growth Portfolio, 0.91% for
Worldwide Growth Portfolio, and 1.07% for Balanced Portfolio. The Other
Expenses for the Capital Appreciation Portfolio are estimates

6
<PAGE>

because this portfolio was recently organized and has no operating
history. Actual expenses may be greater or less than those shown. The
total expenses absent waivers are estimated to be 1.30%.

Variable Insurance Products Fund: 0.56% for Equity-Income Portfolio,
0.92% for Overseas Portfolio, and 0.67% for Growth Portfolio.

Variable Insurance Products Fund II: 0.73% for Asset Manager Portfolio
and 0.71% for Contrafund Portfolio.

Variable Insurance Products Funds III: 0.76% for Growth Opportunities
Portfolio.

GE Investments Funds, Inc.: 0.48% for S&P 500 Index Fund, 0.55% for
Money Market Fund, 0.60% for Total Return Fund, 1.56% for International
Equity Fund, 1.07% for Real Estate Securites Fund, and [.___% for
Income Fund.] The Other Expenses for the Global Income Fund, the Value
Equity Fund, and the Income Fund are estimates because these portfolios
were recently organized and have no operating history. Actual expenses
may be greater or less than those shown.

Federated Insurance Series: 1.07% for Federated American Leaders Fund
II, 1.36% for Federated Utility Fund II, and 1.39% for Federated High
Income Bond Fund II.

The Other Expenses for the PBHG Growth II Portfolio and PBHG Large Cap
Growth Portfolio of PBHG Insurance Series Fund, Inc. are estimates
provided by the Fund because these portfolios were recently organized
and have a brief operating history. Actual expenses may be greater or
less than those shown.

7
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EXAMPLES: An Owner would pay the following expense on a $1,000 investment,
assuming a 5% annual return on assets and the charges and expenses reflected in
the Fee Table above (including the elective Death Benefit rider):

1. If you surrender* your Policy at the end of the applicable period:

Investment Subdivision investing in: 1 Year 3 Years
Janus Aspen Series:
Growth Portfolio
Aggressive Growth Portfolio
International Growth Portfolio **
Worldwide Growth Portfolio
Balanced Portfolio
Flexible Income Portfolio
Capital Appreciation Portfolio
Variable Insurance Products Fund:
Equity-Income Portfolio
Overseas Portfolio
Growth Portfolio
Variable Insurance Products Fund II:
Asset Manager Portfolio
Contrafund Portfolio
Variable Insurance Products Fund III:
Growth & Income Portfolio
Growth Opportunities Portfolio
GE Investments Funds, Inc.:
S&P 500 Index Fund
Money Market Fund
Total Return Fund
International Equity Fund
Real Estate Securities Fund
Global Income Fund
Value Equity Fund
Income Fund
Oppenheimer Variable Account Funds:
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Growth Fund
Oppenheimer High Income Fund
Oppenheimer Multiple Strategies Fund
Federated Insurance Series:
Federated American Leaders Fund II
Federated Utility Fund II
Federated High Income Bond Fund II
The Alger American Fund:
Alger American Growth Portfolio
Alger American Small Capitalization Portfolio
PBHG Insurance Series Fund, Inc.:
PBHG Growth II Portfolio
PBHG Large Cap Growth Portfolio
*Surrender includes annuitization for a period of less than 5 years.
**Figures for the International Growth Portfolio of the Janus Aspen Series
reflect an expense limit of 1.25% of average net assets, which became effective
on June 3, 1996.

8
<PAGE>

2. If you annuitize or do not surrender* your Policy at the end of the
applicable period:

9
<PAGE>

EXAMPLES: An Owner would pay the following expense on a $1,000 investment,
assuming a 5% annual return on assets and the charges and expenses reflected in
the Fee Table above (excluding the elective Death Benefit rider):

1. If you surrender* your Policy at the end of the applicable period:

10
<PAGE>

2. If you annuitize or do not surrender* your Policy at the end of the
applicable period:

For purposes of these examples, the $25 annual Policy Maintenance Charge has
been translated into an assumed charge at an annual rate of 0.10% of Account
Value. The actual amount of the Policy Maintenance Charge attributable to a
$1,000 investment will depend on the amount of the total investment in the
Policy.

THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIVE OF PAST OR FUTURE
EXPENSES ANDACTUAL EXPENSES PAID MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL. PAST OR FUTURE ANNUAL
RETURNS MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.

11
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SUMMARY

The following summary of Prospectus information should be read in conjunction
with the detailed information appearing elsewhere in this Prospectus. All
written and telephone inquiries concerning the Policy or the Funds should be
made to the Company's Variable Annuity Service Center at 6610 West Broad Street,
Richmond, VA 23230, (800) XXX-XXXX.

The Policy

The Policy is a flexible premium deferred variable annuity issued by GE Capital
Life. The Policy allows the Owner to accumulate funds on a tax-deferred basis
based on the investment experience of the assets underlying the Policy. After
the Maturity Date, either Variable Income Payments may be made based upon the
investment performance of the selected Investment Subdivisions, or Fixed Income
Payments may be made based upon the guarantees of GE Capital Life. The Policy
may be purchased on a non-tax qualified basis (i.e., a Non-Qualified Policy) or
it can be purchased with the proceeds from certain retirement or savings plans
qualifying for favorable federal income tax treatment (i.e., a Qualified
Policy).

Before the Maturity Date, the Account Value depends on the investment experience
of the selected Investment Subdivisions; therefore, before the Maturity Date,
the Owner bears the entire investment risk under this Policy. The payee will
bear the investment risk after the Maturity Date with respect to Variable Income
Payments.

If the Policy is sold with the Guarantee Account rider, Owners can allocate
Premium Payments or transfer amounts from the Investment Subdivisions to a
Guarantee Account. Contributions and/or transfers to the Guarantee Account
become part of GE Capital Life's general account and earn a guaranteed annual
interest rate of at least 3%.

Premium Payments

The Policy requires an initial Premium Payment of at least $5,000. Additional
Premium Payments of at least $500 for Non-Qualified Policies or $100 for
Qualified Policies or $50 for IRA Policies generally may be made any time before
Income Payments begin. (See "Purchasing a Policy").

Premium Payments may be allocated among up to ten Investment Subdivisions (and,
if applicable, a Guarantee Account) in accordance with your written
instructions. The minimum allocation percentage permitted is 1% of each Premium
Payment but not less than $100. You may change the allocation of subsequent
Premium Payments by written request. (See "Allocating Premium Payments").

Refund Privilege

Within 10 days after you receive the Policy, you may cancel it by delivering or
mailing it to GE Capital Life or to the agent through whom it was purchased. GE
Capital Life will refund to you the Account Value (without reduction for any
surrender charges) plus any amount deducted from the Refund Payments. (See
"Canceling a Policy (Refund Privilege)").

Transfers

Before the Maturity Date, the Owner may transfer amounts among the Investment
Subdivisions that are available at the time the transfer is requested, subject
to certain restrictions. After the Maturity Date, the payee may transfer Annuity
Units among the available Investment Subdivisions once each calendar year,
subject to certain restrictions. (See "Transfers").

Surrenders

Full or partial surrenders of Account Value may be made any time before the
Maturity Date. Any partial surrender amount must be at least $500 and the
partial surrender must not reduce the Account Value to below $5,000. (See
"Surrenders"). Account Value surrendered will generally be subject to a
surrender charge (also known as a contingent deferred sales charge). (See
"Charges and Deductions -- Surrender Charges").

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Charges and Deductions

The following charges and deductions are assessed under the Policy:

Surrender Charge. GE Capital Life does not deduct any sales charge from Premium
Payments; however, it may deduct a surrender charge (also referred to as a
contingent deferred sales charge). A surrender charge is deducted from full
surrenders and certain partial surrenders of Premium Payments made within six
years from the date such payment was received by GE Capital Life. The surrender
charge percentage is equal to 6% of the Premium Payment if surrendered within
the first four years after the Premium Payment was received, and reduces by 2%
each year for the next two years and is 0% after six full years following
receipt of the Premium Payment. The surrender charge is calculated by
multiplying (1) the surrender charge percentage and (2) the lesser of (a) the
amount surrendered and (b) the total premiums paid, less the total of all
partial surrender amounts previously allocated to that Premium Payment. (See
"Charges and Deductions -- Surrender Charges").

Transfer Charge. Before the Maturity Date, the first transfer in each calendar
month will be made without a transfer charge. Thereafter, a $10 transfer charge
will be assessed each time a transfer is made during the month. No transfer
charge will be imposed on transfers made after the Maturity Date. (See "Transfer
Charges").

Mortality and Expense Risk Charge. GE Capital Life imposes a daily charge at an
effective annual rate of 1.25% of the average daily net assets in the Account
attributable to the Policies to compensate GE Capital Life for mortality and
expense risks it assumes. (See "Charges Against The Account").

Administrative Expense Charge. GE Capital Life deducts a daily charge at an
effective annual rate of 0.15% of the average daily net assets in the Account
attributable to the Policies.

Annual Policy Maintenance Charge. GE Capital Life deducts an annual Policy
Maintenance Charge of $25 from the Account Value attributable to each Policy.
The annual charge is made on each Policy anniversary and on surrender.

Death Benefit Charge(s). If the Owner elects to purchase an Optional Death
Benefit Rider (where available) (see "Elective Optional Death Benefit Rider"),
Life of Virginia guarantees that a charge exceeding an annual rate of 0.25% of
the Account Value. (See "Annual Death Benefit Charge(s)").

Fund Expenses. Please read the prospectus for each of the Funds for details on
the expenses of each Fund.

Income Payments

The Owner may receive an income benefit beginning on the Maturity Date if the
Annuitant is living on that date. The income benefit will be a Variable Income
Payment. (See "Optional Payment Plans"). The payments will be made under a "Life
Income with 10 Years Certain" plan, unless the Owner chooses otherwise. The
amount of the income benefit will depend on: (1) the Maturity Value; (2) the
Annuitant's gender, where appropriate, and age on the Maturity Date; and (3) the
Optional Payment Plan chosen.

At any time while the Annuitant is living and before the Maturity Date, the
Owner may change the payment plan by written request to GE Capital Life. The
income benefit will reflect the plan chosen. Payment plans that base payment on
the life or lives of one or more individuals will base payment on the life of
the Annuitant or the Annuitant and an additional individual. The Maturity Value
may be received in a lump sum instead of an income benefit.

Death Provisions

Subject to a number of tax restrictions, certain benefits are available to
certain persons on the death of an Owner, Joint Owner or Annuitant prior to the
Maturity Date. (See "Distributions Under the Policies - Death Provisions"). The
Owner may elect to purchase an Optional Death Benefit Rider (where available).
(See"Elective Optional Death Benefit Rider").

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CONDENSED FINANCIAL INFORMATION

No condensed financial information is included for the Account because, as of
the date of this Prospectus, the Account had not commenced operations. The
consolidated financial statements for GE Capital Life (as well as the auditor's
reports thereon) are in the Statement of Additional Information.

GE CAPITAL LIFE AND THE ACCOUNT

GE Capital Life

GE Capital Life Assurance Company of New York is a stock life insurance company
that was incorporated in New York on February 23, 1988. GE Capital Life is
ultimately a subsidiary of General Electric Capital Corporation ("GE Capital"),
a New York corporation that is a diversified financial services company whose
subsidiaries consist of specialty insurance, equipment management, and
commercial and consumer financing businesses. GE Capital's ultimate parent,
General Electric Company, founded more than one hundred years ago by Thomas
Edison, is the world's largest manufacturer of jet engines, engineering
plastics, medical diagnostic equipment and large electric power generation
equipment.

GE Capital Life is licensed solely in New York and specializes in writing
individual fixed-rate deferred annuities, fixed payout immediate annuities and
variable deferred annuities. GE Capital Life's principal offices are located at
2 Manhattanville Road, Purchase, New York 10577-0827.

GE Capital Life is subject to regulation by the Superintendent of Insurance of
the State of New York. GE Capital Life submits annual statements on its
operations and finances to New York Insurance Department. The Policy has been
filed with the New York Insurance Department.

The Account

GE Capital Life Separate Account II was established by GE Capital Life as a
separate investment account on April 1, 1996. The Account's assets are the
property of GE Capital Life and are held separately from GE Capital Life's other
assets. Income, gains or losses, whether or not realized, from the assets of the
Account are credited to or charged against the Account without regard to the
income, gains, or losses arising out of any other business GE Capital Life may
conduct. The assets in the Account attributable to the Policies are not
chargeable with liabilities arising out of any other business that GE Capital
Life may conduct; however, the Account's assets are available to cover the
liabilities of GE Capital Life's general account to the extent that such assets
exceed the Account's reserves and other liabilities.

The Account is registered with the Securities and Exchange Commission (the
"Commission") as a unit investment trust under the Investment Company Act of
1940, as amended (the "1940 Act"), and meets the definition of a "separate
account" under the federal securities laws. Registration with the Commission,
however, does not involve supervision of the management or investment practices
or policies of the Account by the Commission.

The Account currently has 34 Investment Subdivisions available under the Policy.
Premiums are allocated in accordance with the Owner's instructions among up to
ten of the 34 Investment Subdivisions. Assets of each Investment Subdivision are
invested exclusively in an investment portfolio of one of the nine Funds
described below under "The Funds."

Additions, Deletions, or Substitutions of Investments

GE Capital Life reserves the right to establish additional Investment
Subdivisions of the Account, each of which would invest in a separate portfolio
of a Fund, or in shares of another mutual fund, with a specified investment
objective. GE Capital Life may also eliminate one or more Investment
Subdivisions and substitute shares of another Fund portfolio if the shares of
the portfolio are no longer available for investments, or if in GE Capital
Life's sole judgment, further investment in the portfolio would be inappropriate
in view of the purposes of the Account.

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To the extent permitted by applicable law, GE Capital Life reserves the right:
to deregister the Account under the 1940 Act; to manage the Account under the
direction of a committee; to restrict or eliminate any voting rights of Owners,
or other persons having voting rights as to the Account; to combine the Account
with other GE Capital Life separate accounts; to transfer the assets of the
Account associated with the Policies to another separate account. GE Capital
Life also reserves the right to make any changes to the Account required by the
1940 Act or other applicable law or regulation. No such changes will be made
without any necessary approval of the Commission and the New York Insurance
Department.

THE FUNDS

The Account currently invests in nine series-type mutual funds. Each of the
Funds currently available under the Policy is a registered open-end, diversified
investment company of the series-type.

Each Investment Subdivision invests exclusively in a designated investment
portfolio of one of the Funds. The assets of each such portfolio are separate
from other portfolios of that Fund and each portfolio has its own investment
objectives and policies. As a result, each portfolio operates as a separate
investment portfolio and the investment performance of one portfolio has no
effect on the investment performance of any other portfolio. Some of the Funds
may, in the future, create additional portfolios.

A brief description of the investment objectives of the available Fund
portfolios is provided below. More detailed information concerning the
investment objectives and policies of the Funds and their investment advisory
services and charges can be found in the current prospectuses for the Funds
which accompany or precede this Prospectus and the Funds' respective current
statements of additional information. A current prospectus for each Fund also
can be obtained by writing or calling GE Capital Life at its Variable Annuity
Service Center. The prospectus for each Fund should be read carefully before any
decision is made concerning the allocation of Premium Payments or transfers
among the Investment Subdivisions. Please note that not all of the portfolios of
each Fund described in the prospectuses for the Funds may be available with the
Policy. GE Capital Life cannot guarantee that each Fund will always be available
for the Policies. In the event that a Fund is not available, GE Capital Life
will take reasonable steps to secure the availability of a comparable fund.

Janus Aspen Series

Janus Aspen Series currently has seven portfolios that are currently available
under this Policy: Growth Portfolio, Aggressive Growth Portfolio, International
Growth Portfolio, Worldwide Growth Portfolio, Balanced Portfolio, Flexible
Income Portfolio, and Capital Appreciation Portfolio. Janus Capital Corporation
serves as investment adviser to Janus Aspen Series.

Growth Portfolio has the investment objective of long-term capital
growth in a manner consistent with the preservation of capital. Growth
Portfolio is a diversified portfolio that pursues its objective by
investing in common stocks of companies of any size. Generally, Growth
Portfolio emphasizes larger, more established issuers.

Aggressive Growth Portfolio has the investment objective of long-term
growth of capital. Aggressive Growth Portfolio is a non-diversified
portfolio that will seek to achieve its objective by normally investing
at least 50% of its equity assets in securities issued by medium-sized
companies.

International Growth Portfolio has the investment objective of
long-term growth of capital. International Growth Portfolio will seek
to achieve its objective primarily through investments in common stocks
of issuers located outside the United States. The Portfolio normally
invests at least 65% of its total assets in securities of issuers from
at least five different countries, excluding the United States.

Worldwide Growth Portfolio has the investment objective of long-term
growth of capital in a manner consistent with the preservation of
capital. Worldwide Growth Portfolio will seek to achieve its objective
by investing in a diversified portfolio of common stocks of foreign and
domestic issuers of all sizes. The Portfolio normally invests in
issuers from at least five different countries including the United
States.

Balanced Portfolio has the investment objective of seeking long-term
growth of capital, consistent with the preservation of capital and
balanced by current income. The Portfolio normally invests 40-60% of
its assets in

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securities selected primarily for their growth potential and 40-60% of
its assets in securities selected primarily for their income potential.

Flexible Income Portfolio has the investment objective of seeking to
obtain maximum total return, consistent with preservation of capital.
Total return is expected to result from a combination of income and
capital appreciation. The Portfolio pursues its objective primarily by
investing in any type of income-producing securities.

Capital Appreciation Portfolio has the investment objective of seeking
long-term growth of capital by investing primarily in common stocks of
companies of any size.

Variable Insurance Products Fund

Variable Insurance Products Fund has three portfolios that are currently
available under this Policy: Equity-Income Portfolio, Overseas Portfolio, and
Growth Portfolio. Fidelity Management & Research Company serves as investment
adviser to Variable Insurance Products Fund.

Equity-Income Portfolio seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities,
the Portfolio will also consider the potential for capital
appreciation. The Portfolio's goal is to achieve a yield which exceeds
the composite yield on the securities comprising the Standard & Poor's
Composite Index of 500 Stocks.

Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities. The Portfolio provides a means for
investors to diversify their own portfolios by participating in
companies and economies outside of the United States.

Growth Portfolio seeks to achieve capital appreciation. The Portfolio
normally purchases common stocks, although its investments are not
restricted to any one type of security. Capital appreciation may also
be found in other types of securities, including bonds and preferred
stocks.

Variable Insurance Products Fund II

Variable Insurance Products Fund II has two portfolios that are currently
available under this Policy: Asset Manager Portfolio and Contrafund Portfolio.
Fidelity Management & Research Company serves as investment adviser to Variable
Insurance Products Fund II.

Asset Manager Portfolio seeks high total return with reduced risk over
the long-term by allocating its assets among domestic and foreign
stocks, bonds and short-term fixed income instruments.

Contrafund Portfolio seeks capital appreciation by investing mainly in
equity securities of companies believed to be undervalued or
out-of-favor.

Variable Insurance Products Fund III

Variable Insurance Products Fund III has two portfolios that are currently
available under this Policy: Growth & Income Portfolio and Growth Opportunities
Portfolio. Fidelity Management & Research Company serves as investment adviser
to Variable Insurance Products Fund III.

Growth & Income Portfolio seeks high total return through a combination
of current income and capital appreciation by investing mainly in
equity securities.

Growth Opportunities Portfolio seeks capital growth by investing
primarily in common stock and securities convertible into common stock.

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GE Investments Funds, Inc.

GE Investments Funds, Inc. ("GE Investments Funds") has eight portfolios that
are currently available under this Policy: S&P 500 Index Fund, Money Market
Fund, Total Return Fund, International Equity Fund, Real Estate Securities Fund,
Global Income Fund, Value Equity Fund, and Income Fund. GE Investment Management
Incorporated serves as investment adviser to GE Investments Funds.

S&P 500 Index Fund1 has the investment objective of providing capital
appreciation and accumulation of income that corresponds to the
investment return of the Standard & Poor's 500 Composite Stock Price
Index, through investment in common stocks traded on the New York Stock
Exchange and the American Stock Exchange, to a limited extent, in the
over-the-counter markets.

Money Market Fund has the investment objective of providing the highest
level of current income as is consistent with high liquidity and safety
of principal by investing in high quality money market securities.

Total Return Fund has the investment objective of providing the highest
total return, composed of current income and capital appreciation, as
is consistent with prudent investment risk by investing in common
stocks, bonds and money market instruments, the proportion of each
being continuously determined by the investment adviser.

International Equity Fund has the investment objective of providing
long-term capital appreciation. The portfolio seeks to achieve its
objective by investing primarily in equity and equity-related
securities of companies that are organized outside of the U.S. or whose
securities are principally traded outside of the U.S.

Real Estate Securities Fund has the investment objective of providing
maximum total return through current income and capital appreciation.
The portfolio seeks to achieve its objective by investing primarily in
securities of U.S. issuers that are principally engaged in or related
to the real estate industry including those that own significant real
estate assets. The portfolio will not invest directly in real estate.

Global Income Fund has the investment objective of high total return,
emphasizing current income and, to a lesser extent, capital
appreciation. The portfolio seeks to achieve these objectives by
investing primarily in income-bearing debt securities and other
income-bearing instruments of U.S. and foreign issuers.

Value Equity Portfolio has the investment objective of providing
long-term capital appreciation. The portfolio seeks to achieve this
objective by investing primarily in common stock and other equity
securities that are undervalued by the market and offer above-average
capital appreciation potential.

Income Fund has the investment objective of providing maximum income
consistent with prudent investment management and preservation of
capital by investing primarily in income-bearing debt securities and
other income bearing instruments.

Oppenheimer Variable Account Funds

Oppenheimer Variable Account Funds has five portfolios that are currently
available under this Policy: Oppenheimer Bond Fund, Oppenheimer Capital
Appreciation Fund, Oppenheimer Growth Fund, Oppenheimer High Income Fund, and
Oppenheimer Multiple Strategies Fund. Oppenheimer Funds, Inc. serves as
investment adviser to Oppenheimer Variable Account Funds.

Oppenheimer Bond Fund primarily seeks a high level of current income
from investment in high yield fixed income securities rated "Baa" or
better by Moody's or "BBB" or better by Standard & Poor's. Secondarily,
it seeks capital growth when consistent with its primary objective.

- --------
1 "Standard & Poor's", "S&P", and "S&P 500" are trademarks of
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 or warranty, express or
implied, regarding the advisability of investing in this Fund or this
product.

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Oppenheimer Capital Appreciation Fund seeks to achieve capital
appreciation by investing in "growth-type" companies.

Oppenheimer Growth Fund seeks to achieve capital appreciation by
investing in securities of well-known established companies.

Oppenheimer High Income Fund seeks a high level of current income from
investment in high yield fixed income securities, including unrated
securities or high risk securities in the lower rating categories.

Oppenheimer Multiple Strategies Fund seeks a total investment return
(which includes current income and capital appreciation in the value of
its shares) from investments in common stocks and other equity
securities, bonds and other debt securities, and "money market"
securities.

Federated Insurance Series

Federated Insurance Series has three portfolios that are currently available
under the Policy: Federated American Leaders Fund II, Federated Utility Fund II,
and Federated High Income Bond Fund II. Federated Advisers serves as investment
adviser to Federated Insurance Series.

Federated American Leaders Fund II has the primary investment objective
of long-term growth of capital, and a secondary objective of providing
income. Federated American Leaders Fund II will seek to achieve its
objective by investing, under normal circumstances, at least 65% of its
total assets in common stock of "blue chip" companies.

Federated Utility Fund II has the investment objective of high current
income and moderate capital appreciation. Federated Utility Fund II
will seek to achieve its objective by investing primarily in equity and
debt securities of utility companies.

Federated High Income Bond Fund II has the investment objective of high
current income. Federated High Income Bond Fund II will seek to achieve
its objective by investing primarily in a professionally managed,
diversified portfolio of fixed-income securities.

The Alger American Fund

Alger American Fund has two portfolios that are currently available under the
Policy: Alger American Growth Portfolio, and Alger American Small Capitalization
Portfolio. Fred Alger Management, Inc. serves as the investment manager to The
Alger American Fund.

Alger American Growth Portfolio has the investment objective of
long-term capital appreciation. Except during temporary defensive
periods, this Portfolio invests at least 65% of its total assets in
equity securities of companies that, at the time of purchase, have a
total market capitalization of $1 billion or greater.

Alger American Small Capitalization Portfolio has the investment
objective of long-term capital appreciation. Except during temporary
defensive periods, this Portfolio invests at least 65% of its total
assets in equity securities of companies that, at the time of purchase,
have a total market capitalization within the range of companies
included in the Russell 2000 Growth Index, updated quarterly.

PBHG Insurance Series Fund, Inc.

PBHG Insurance Series Fund, Inc. ("PBHG Insurance Series Fund") has two
portfolios that are currently available under this Policy: PBHG Growth II
Portfolio and PBHG Large Cap Growth Portfolio. Pilgrim Baxter & Associates,
Ltd. serves as the investment adviser to PBHG Insurance Series Fund.

PBHG Growth II Portfolio seeks long-term capital appreciation by
investing in common stocks and convertible securities of small and
medium-sized companies (market capitalization of between $400 million
and $4 billion) which have an outlook for strong earnings growth.

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<PAGE>

PBHG Large Cap Growth Portfolio seeks long-term capital appreciation by
investing in common stocks of large capitalization companies (market
capitalization of greater than $1 billion) which have an outlook for
strong growth in earnings and potential for capital appreciation.

There is no assurance that any Fund will achieve its stated objectives and
policies.

GE Capital Life currently is compensated by an affiliate(s) of certain of the
Funds based upon an annual percentage of the average assets held in the Fund by
GE Capital Life. These percentage amounts, which vary by Fund, are intended to
reflect administrative and other services provided by GE Capital Life to the
Fund and/or affiliate(s).

Each Fund sells its shares to the Account pursuant to a participation agreement.
The provisions regarding termination of each such agreement are described in the
Statement of Additional Information under "Termination of Participation
Agreements."

The Funds are used as investment vehicles for variable annuity policies issued
by GE Capital Life. Shares of the Funds are also available to registered
separate accounts of insurance companies other than GE Capital Life offering
variable annuity policies and variable life insurance policies. As a result,
there is a possibility that a material conflict may arise between the interests
of Owners owning Policies whose Policy values are allocated to the Account, and
of owners of other policies whose values are allocated to one or more other
separate accounts investing in any one of the Funds. In addition, Alger American
Fund, GE Investments Funds and Janus Aspen Series may sell shares to certain
retirement plans. As a result, there is a possibility that a material conflict
may arise between the interests of Owners or owners of other policies, and such
retirement plans or participants in such retirement plans.

In the event of a material conflict, GE Capital Life will take any necessary
steps, including removing the Account assets from the Fund or replacing the Fund
with another Fund, to resolve the matter. See the individual Fund prospectuses
for additional details.

THE POLICY

Purchasing a Policy

To purchase a Policy, individuals must apply through an authorized registered
agent of GE Capital Life. The minimum initial Premium Payment is $5,000. GE
Capital Life reserves the right to reject any request for a Policy and any
initial Premium Payment for any lawful reason and in a manner such that does not
unfairly discriminate against similarly situated purchasers.

If GE Capital Life is unable to issue a Policy due to incomplete information
regarding the applicant, the initial Premium Payment will be credited to the
Policy within two Valuation Periods after the later of receipt of the
information needed to issue the Policy or receipt of the initial Premium Payment
by GE Capital Life at its Variable Annuity Service Center. If the initial
Premium Payment cannot be credited within five Business Days after receipt by GE
Capital Life, GE Capital Life will contact the applicant, explain the reason for
the delay, and refund the initial Premium Payment immediately, unless the
applicant specifically consents to GE Capital Life retaining the initial Premium
Payment until the required information is made complete. If GE Capital Life
retains the initial Premium Payment, it will be credited within two Valuation
Periods after the necessary requirements are fulfilled.

The Owner may make Additional Premium Payments at any time before the Maturity
Date. Additional Premium Payments must be for $500 or more if the Policy is a
Non-Qualified Policy, $50 or more if the Policy is an IRA Policy, and $100 or
more if the Policy is a Qualified Policy other than an IRA Policy. Additional
Premium Payments made under Qualified Policies are limited to proceeds from
certain qualified plans. Additional Premium Payments are credited as of the next
close of business (on a Business Day) following receipt of the payment at the
Variable Annuity Service Center.

The Policy Date is the date on which the Policy becomes effective. The Policy
Date is set forth in the Policy. Policy years and anniversaries for the initial
Premium Payment are measured from the Policy Date. Years for determining charges
attributable to Additional Premium Payments are measured from the date the
Additional Premium Payment is received by GE Capital Life at its Variable
Annuity Service Center.

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Canceling the Policy (Refund Privilege)

The Owner may examine and cancel the Policy by returning it to GE Capital Life
at its Variable Annuity Service Center within 10 days after the Policy is
received. Once the Policy is received by GE Capital Life, it will be canceled.
GE Capital Life will refund the Account Value (without reduction for any
surrender charges) plus any amount deducted from the Premium Payments. No
transfers or partial surrenders may be made during this 10-day refund period.

Allocating Premium Payments

The Owner, by written instructions, may allocate Premium Payments among up to
ten Investment Subdivisions of the Account (and, if applicable, a Guarantee
Account). However, Account Value may not be invested in more than ten Investment
Subdivisions at any time. Allocations of less than 1% of any Premium Payment to
any one Investment Subdivision are not permitted.

The Owner may change the allocation of Additional Premium Payments at any time,
without charge, by sending acceptable written notice to GE Capital Life at its
Variable Annuity Service Center. The new allocation will apply to any Additional
Premium Payments received after GE Capital Life receives the notice. The Account
Value will vary with the investment performance of the Investment Subdivisions
the Owner selects, and the Owner bears the entire investment risk for the
Account Value in any particular Investment Subdivision. The allocation of
Premium Payments will affect not only the Account Value prior to the Maturity
Date, but it may also affect the Death Benefit payable upon the Annuitant's
death. The Owner should periodically review his allocation of Account Value in
light of market conditions and overall financial planning requirements.

Accumulation of Account Value

The Policy provides for an accumulation of Account Value prior to the Maturity
Date. The Account Value equals the sum of the values of the amounts allocated
under the Policy to each Investment Subdivision. Account Value will be
determined on a daily basis and will reflect a number of factors, including
Premium Payments, partial surrenders, transfers, charges assessed in connection
with the Policy, and the investment performance of the shares purchased by the
Investment Subdivisions to which the Account Value is allocated. There is no
guaranteed minimum Account Value.

On the date the initial Premium Payment is received and accepted by GE Capital
Life, the Account Value equals the initial Premium Payment. Thereafter, at the
end of each Valuation Period, the Account Value in each Investment Subdivision
is equal to (a) plus (b) plus (c) minus (d) minus (e) minus (f) where:

(a) 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 (described
below) for the current period;
(b) is the total Premium Payments received during the current
Valuation Period;
(c) is any amounts transferred into the Investment Subdivision
during the current Valuation Period;
(d) is the Account Value transferred out of the Investment
Subdivision during the current Valuation Period;
(e) is any partial surrender made from the Investment Subdivision
during the current Valuation Period; and
(f) is any applicable premium tax deductions.

In addition, after the Policy Date whenever a Valuation Period includes the
Policy anniversary day, the Account Value at the end of such Valuation Period is
reduced by the Policy Maintenance Charge and the Annual Death Benefit Charge(s),
if any, allocated to the Account Value in the Investment Subdivision for that
Policy anniversary day. The charge(s) will be allocated among the Investment
Subdivisions in the same proportion that the Account Value in each Investment
Subdivision bears to the total Account Value in all Investment Subdivisions on
that Policy anniversary day.

Value of Accumulation Units

The Accumulation Units of each Investment Subdivision are valued separately. The
value of Accumulation Units will change each Valuation Period according to the
investment performance of the shares purchased by each Investment Subdivision
and the deduction of certain charges from the Account.

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<PAGE>

For each Investment Subdivision, the value of an Accumulation Unit for the first
Valuation Period was $10. The value of an Accumulation Unit for each subsequent
Valuation Period equals the value of the Accumulation Unit as of the immediately
preceding Valuation Period, multiplied by the Net Investment Factor for that
Investment Subdivision for that subsequent Valuation Period. The value of an
Accumulation Unit for a Valuation Period is the same for each day in the period.

The Net Investment Factor is a number representing the change in the value of
Investment Subdivision assets on successive Business Days due to investment
income, realized or unrealized capital gains or losses, deductions for taxes, if
any, and deductions for the mortality and expense risk charge and administrative
expense charge. Each Investment Subdivision has its own Net Investment Factor.
The Net Investment Factor for a Valuation Period is (a) divided by (b), minus
(c) where:

(a) is:
(1) the value of the net assets of that Investment
Subdivision at the end of the preceding Valuation
Period; plus
(2) the investment income and capital gains, realized or
unrealized, credited to the net assets of that
Investment Subdivision during 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 that Investment
Subdivision for taxes, or any amount set aside during
the Valuation Period by GE Capital Life as a
provision for taxes attributable to the operation or
maintenance of that Investment Subdivision; and
(b) is the value of the net assets of that Investment Subdivision
at the end of the preceding Valuation Period; and
(c) is a charge no greater than .003857% for each day in the
Valuation Period. This corresponds to 1.25% and 0.15% per year
of the net assets of that Investment Subdivision for mortality
and expense risks, and for administrative expenses,
respectively.

When calculating the Net Investment Factor, the value of the assets in the
Account will be taken at their fair market value in accordance with generally
accepted accounting practices and applicable laws and regulations.

Transfers

Before Income Payments begin, the Owner may transfer Account Value among the
Investment Subdivisions that are available at the time of the request by sending
a written request to the Variable Annuity Service Center. Telephone transfers
are subject to GE Capital Life's administrative requirements. All transfers will
be effective as of the end of the Valuation Period during which the written or
telephone request is received at the Variable Annuity Service Center.

Currently, there is no limit to the number of transfers that may be made;
however, GE Capital Life reserves the right to limit, upon written notice, the
number of transfers to 12 each calendar year or a lower number if it is
necessary for the Policy to continue to receive annuity treatment by the
Internal Revenue Service. Transfers made under a Dollar Cost Averaging Program
will not count against any limit on the number of transfers available each year.

The first transfer in each calendar month will be made without charge.
Thereafter, each time a transfer is made during a month, a transfer charge of
$10 will be deducted from the amount transferred. If the amount of Account Value
remaining in an Investment Subdivision after a transfer is less than $100, GE
Capital Life will transfer the amount remaining in addition to the amount
requested. GE Capital Life will not allow a transfer into any Investment
Subdivision unless the Account Value in that Investment Subdivision after the
transfer is at least $100.

After Income Payments begin, if Variable Income Payments are being made, Annuity
Units may be transferred among the Investment Subdivisions at the payee's
written request once each calendar year. No transfer charge will be imposed on
such transfers. The transfer will be effective as of the end of the Valuation
Period during which GE Capital Life receives the written request at its Variable
Annuity Service Center. The Variable Income Payment amount on the date of the
transfer will not be affected by the transfer, although subsequent Variable
Income Payments will reflect the investment experience of the selected
Investment Subdivisions.

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If the number of Annuity Units remaining in an Investment Subdivision after a
transfer is less than 1, then this Annuity Unit will also be transferred. In
addition, transfers are only permitted into an Investment Subdivision if, after
the transfer, the number of Annuity Units of that Investment Subdivision is at
least 1.

GE Capital Life reserves the right to refuse to execute any transfer, whether
requested before or after Income Payments, if any of the Investment Subdivisions
that would be affected by the transfer are unable to purchase or redeem shares
of the Funds in which they invest.

Telephone Transfers. GE Capital Life permits telephone transfers and may be
liable for losses resulting from unauthorized or fraudulent telephone transfers
if it fails to employ reasonable procedures to confirm that the telephone
instructions that it receives are genuine. Therefore, GE Capital Life will
employ means to prevent unauthorized or fraudulent telephone requests, such as
sending written confirmation, recording telephone requests, and/or requesting
other identifying information. In addition, GE Capital Life may require written
authorization before allowing Owners to make telephone transfers.

To request a telephone transfer, Owners should call GE Capital Life at (800)
XXX-XXXX. GE Capital Life will record all telephone transfer requests. Transfer
requests received prior to the close of the New York Stock Exchange will be
executed that Business Day at that day's prices. Requests received after that
time will be executed on the next Business Day at that day's prices.

Dollar-Cost Averaging. Owners may elect to have GE Capital Life automatically
transfer specified amounts from a Guarantee Account, if available, or one of
certain designated Investment Subdivisions of the Account to any other available
Investment Subdivision(s) on a monthly or quarterly basis. This privilege is
intended to permit Owners to utilize "Dollar-Cost Averaging," a long-term
investment method that provides for regular level investments over a period of
time. GE Capital Life makes no representations or guarantees that Dollar-Cost
Averaging will result in a profit or protect against loss.

Owners must complete the Dollar-Cost Averaging section of the application or a
Dollar-Cost Averaging Agreement in order to participate in the Dollar-Cost
Averaging program. Currently, the Investment Subdivision available to allocate
money for the purpose of Dollar-Cost Averaging is the Money Market Fund of the
GE Investments Funds. Money may be allocated to this subdivision as initial
premium, additional premium or in the form of a transfer from other Investment
Subdivisions within the Account. Any amount allocated must conform to the
minimum amount and percentage requirements. (See "Allocation of Premium
Payments").

Dollar-Cost Averaging will continue until the entire Account Value in a
Guarantee Account, if available, or the Investment Subdivision designated for
Dollar-Cost Averaging is depleted. Prior to that time, the Owner may discontinue
Dollar-Cost Averaging by sending GE Capital Life a written cancellation notice.
Owners may make changes to their Dollar-Cost Averaging program by calling GE
Capital Life at (800) XXX-XXXX. Also, GE Capital Life reserves the right to
discontinue Dollar-Cost Averaging upon 30 days written notice to the Owner.
Dollar-Cost Averaging transfers are included for the purpose of determining any
transfer charge.

Portfolio Rebalancing. Owners may elect to have GE Capital Life automatically
transfer amounts on a quarterly, semi-annual or annual basis to maintain a
specified percentage of Account Value in each of two or more Investment
Subdivisions designated by the Owner. This privilege permits Owners to use
"Portfolio Rebalancing," a strategy that maintains over time the Owner's desired
allocation percentage in the designated Investment Subdivisions. The percentage
of Account Value in each of the Investment Subdivisions may shift from the
Portfolio Rebalancing allocation percentage due to the performance of the
Investment Subdivisions. GE Capital Life makes no representations or guarantees
that Portfolio Rebalancing will result in a profit or protect against loss.

Owners must complete the Portfolio Rebalancing agreement to participate in the
Portfolio Rebalancing program. Owners may designate the Investment Subdivisions
and specify the rebalancing percentages in the agreement. The specified
percentages must be in whole percentages and must be at least 1%. The date that
a rebalancing transfer is effected is measured from the Policy Date, or other
date selected at GE Capital Life's sole discretion, based on the rebalancing
frequency chosen by an Owner. Account Value must be allocated to each of the
designated Investment Subdivisions for rebalancing to become effective.

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Portfolio Rebalancing is offered free of charge and will continue as long as
there is Account Value in each of the designated Investment Subdivisions. Prior
to that time, Owners may discontinue Portfolio Rebalancing by sending GE Capital
Life a written cancellation notice. Owners may make changes to their Portfolio
Rebalancing program by calling GE Capital Life at (800)XXX-XXXX. Portfolio
Rebalancing transfers are not included for the purpose of determining any
transfer charge. Owners should consider the possible effects of electing other
automatic programs such as Dollar-Cost Averaging and Systematic Withdrawals
concurrent with Portfolio Rebalancing. GE Capital Life reserves the right to
exclude Investment Subdivisions from Portfolio Rebalancing. GE Capital Life also
reserves the right to discontinue Portfolio Rebalancing upon 30 days written
notice to the Owner.

Powers of Attorney. As a general rule and as a convenience to Owners, GE Capital
Life allows the use of powers of attorney whereby Owners give third parties the
right to effect Account Value transfers on behalf of the Owners. However, when
the same third party possesses powers of attorney executed by many Owners, the
result can be simultaneous transfers involving large amounts of Account Value.
Such transfers can disrupt the orderly management of the Funds, can result in
higher costs to Owners, and are generally not compatible with the long-range
goals of purchasers of the Policies. GE Capital Life believes that such
simultaneous transfers effected by such third parties are not in the best
interests of all shareholders of the Funds and this position is shared by the
managements of those Funds.

Therefore, to the extent necessary to reduce the adverse effects of simultaneous
transfers made by third parties holding multiple powers of attorney, GE Capital
Life may not honor such powers of attorney and has instituted or will institute
procedures to assure that the transfer requests that it receives have, in fact,
been made by the Owners in whose names they are submitted. However, these
procedures will not prevent Owners from making their own Account Value transfer
requests.

Surrenders

The Owner may make a full or partial surrender of the Policy at any time before
Income Payments begin by sending a written request to GE Capital Life at its
Variable Annuity Service Center. The Policy must be submitted with a request for
a full surrender.

GE Capital Life will not permit a partial surrender that is less than $500 or
that reduces the Account Value to less than $5,000. In the event that a partial
surrender request would reduce the Account Value to less than $5,000, GE Capital
Life will surrender only that amount of Account Value that would reduce the
remaining Account Value to $5,000 and deduct any surrender charge from the
amount surrendered.

The amount payable on full surrender of the Policy is the Surrender Value at the
end of the Valuation Period during which the request is received. The Surrender
Value equals the Account Value on the date GE Capital Life receives a request
for surrender less any applicable surrender charge. (See "Surrender Charges").
Any applicable Annual Death Benefit Charge and the Policy Maintenance Charge
that has not been previously deducted may also be deducted from the Surrender
Value. The Surrender Value may be paid in a lump sum or under one of the
Optional Payment Plans specified in the Policy. (See "Optional Payment Plans").
Proceeds will generally be paid within seven days of receipt of a request for a
surrender. Postponement of payments may occur in certain circumstances. (See
"Payment Under the Policies").

Upon partial surrender, the Owner may indicate, in writing, from which
Investment Subdivisions the Account Value is to be deducted. If no such written
instruction is received with the partial surrender request, the Account Value
will be deducted from each Investment Subdivision in the same proportion that
the Account Value in that Investment Subdivision bears to the total Account
Value on the date GE Capital Life receives the written request at the Variable
Annuity Service Center. A portion of the Policy's surrender charge may be
assessed at the time a partial surrender is made. Any applicable surrender
charge will be deducted from the amount surrendered. (See "Surrender Charges").

Full and partial surrenders made before age 59 1/2 may have federal tax
consequences, including the imposition of a penalty tax of 10% of the taxable
portion withdrawn. Consult your tax adviser regarding the tax consequences
associated with making withdrawals. (See "Federal Tax Matters").

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Systematic Withdrawals

The Owner may elect to make a series of partial surrenders in equal
installments, adding up, in a 12 month period beginning with the date of the
first payment, to an amount not to exceed 10% of the Account Value as of the
effective date of the partial surrender ("Systematic Withdrawals"). Systematic
Withdrawals will be available only if no partial surrender has occurred during
the Policy year of the election of Systematic Withdrawals. If a Systematic
Withdrawal program is discontinued, a new program may not be instituted until
the next Policy year. A surrender charge will not be imposed on Systematic
Withdrawals. A surrender charge will be applied to any additional partial
surrender(s) made during the time Systematic Withdrawal payments are being made,
unless all surrender charges have expired. (See "Surrender Charges"). Systematic
Withdrawal payments count as partial surrenders with reduced charges. (See
"Reduced Charges on Certain Surrenders").

Systematic Withdrawals will be made from any Investment Subdivisions to which
Account Value is allocated. Withdrawals will be made from each of the designated
Investment Subdivisions in the same proportion that the Account Value in each
Investment Subdivision bears to the total Account Value in all Investment
Subdivisions from which the withdrawals are to be made. At any time while
Systematic Withdrawals are being made, each of the designated Investment
Subdivisions from which withdrawals are being made must count as one of the ten
Investment Subdivisions to which the Account Value of the Policy may be
allocated at any one time. (See "Allocating Premium Payments").

After a series of Systematic Withdrawals has begun, the frequency and/or amount
of payments may be changed upon request by the Owner, subject to the following
rules:

(1) only one such change may be requested in a calendar quarter;
(2) if the maximum amount was not elected at the time the current
series of Systematic Withdrawals was initiated, the remaining
payments may be increased;
(3) the total amount to be withdrawn during that 12-month period,
including amounts already paid, remains limited to 10% of the
Account Value at the time the current series of Systematic
Withdrawals was initiated; and
(4) if the current series of Systematic Withdrawals is
discontinued, any remaining payments in the current 12-month
period will be paid in a lump sum on request.

Systematic Withdrawals may be discontinued at any time by the Owner by notifying
GE Capital Life in writing. GE Capital Life reserves the right to discontinue
Systematic Withdrawals upon 30 days written notice to Owners. Otherwise,
payments will continue until the earlier of (i) the date on which a Systematic
Withdrawal reduces the Account Value for the entire Policy below $5,000, or (ii)
the date on which the total Account Value in all Investment Subdivisions
designated for Systematic Withdrawals is insufficient to provide further
payments on the mode in effect.

If any Systematic Withdrawal would be or becomes less than $50, GE Capital Life
reserves the right to reduce the frequency of payments to an interval that would
result in each payment being at least $50. GE Capital Life also reserves the
right to prohibit simultaneous Systematic Withdrawals and Dollar-Cost Averaging.
Additional rules regarding Systematic Withdrawals, available payment modes, and
instructions for electing this option are available upon request.

The amount of each Systematic Withdrawal should be considered as a distribution
and taxed in the same manner as a partial surrender of the Policy. However,
there is some uncertainty regarding the tax treatment of Systematic Withdrawals,
and it is possible that additional amounts may be includible in income. In
addition, a 10% penalty tax may, subject to certain exceptions, be imposed on
any amounts includible in income due to Systematic Withdrawals. For more
information, see the "Federal Tax Matters" discussion of Taxation of Systematic
Withdrawals.

Death Provisions

Before the Maturity Date. If an Owner, Joint Owner, or Annuitant dies before the
Maturity Date (including before Income Payments begin), the Designated
Beneficiary will be treated as the sole owner of the Policy, subject to the tax
restrictions set forth below. A Death Benefit may be payable to the Designated
Beneficiary upon receipt by GE Capital Life of Due Proof of Death. The
Designated Beneficiary will be the first person listed below who is alive or in
existence on the date of death:

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(1) Owner
(2) Joint Owner
(3) Beneficiary
(4) Contingent Beneficiary
(5) Owner's estate

If Joint Owners both survive, they become the Designated Beneficiary together.
In such cases, for purposes of the distribution rules discussed below, each
Designated Beneficiary will be treated separately with respect to each
Designated Beneficiary's portion of the Policy.

Even if the Designated Beneficiary is treated as the sole owner of this Policy,
the death of the Designated Beneficiary will not be treated as the death of an
Owner for purposes of the Death Benefit provisions below, nor will such death
increase the time during which any required distributions from the Policy may be
made.

After the Maturity Date. If an Owner, Joint Owner, Annuitant, or Designated
Beneficiary dies after the Maturity Date (including after Income Payments
begin), payments that are already being made under the Policy will be made at
least as rapidly as under the method of distribution in effect at the time of
such death, notwithstanding any other provision of the Policy.

Death Benefit at Death of Annuitant. If the Annuitant dies before the Income
Payments begin, the Designated Beneficiary may elect to surrender the Policy for
a Death Benefit within 90 days of the date of such death. If the special Death
Benefit is paid, the Policy will terminate and GE Capital Life will have no
further obligations under the Policy. If the election is not made within 90 days
after the Annuitant's death, the Surrender Value will be payable instead of the
Death Benefit.

The Death Benefit will be the greater of: (1) the minimum death benefit
(described below); or (2) the Account Value on the date GE Capital Life receives
Due Proof of Death of the Annuitant. During the first six Policy years, and
subsequently if the Annuitant was age 81 or older on the Policy Date, the
minimum death benefit is the total Premium Payments adjusted for any partial
surrenders. During any subsequent six-year period if the Annuitant was age 80 or
younger on the Policy Date, the minimum death benefit will be the Death Benefit
on the last day of the previous six-year period plus any Premium Payments since
then, adjusted for any partial surrenders.

In lieu of payment of the Death Benefit, the Designated Beneficiary may elect to
continue the Policy after the Annuitant's death, provided that the distribution
rules (described below) do not require distribution of the entire value of the
Policy.

If the Designated Beneficiary is eligible and elects to continue the
Policy, the Account Value on the date GE Capital Life receives Due
Proof of Death will be set equal to the Death Benefit on that date. Any
increase in the Account Value will be allocated to the Investment
Subdivisions using the Premium Payment allocation in effect at that
time. If the Policy is continued after the death of the Annuitant, any
Death Benefit payable subsequently (at the death of the new Annuitant)
will be based on the new Annuitant's age on the Policy Date, rather
than the age of the previously deceased Annuitant.

If the Designated Beneficiary is not eligible to continue the Policy,
the Account Value on the date we receive Due Proof of Death of the
Annuitant will be set equal to the Death Benefit on that date and the
distribution rules will govern payment of proceeds.

Surrender charges will apply if the Policy is surrendered more than 90
days after the death of the Annuitant, without regard to whether or not
the Account Value was increased.

Elective Optional Death Benefit Rider. If an Annuitant dies before the Maturity
Date while the Optional Death Benefit Rider (where available) is in effect, the
Designated Beneficiary may elect the Death Benefit described below within 90
days of the date of such death. If this Death Benefit is paid, the Policy will
terminate, and GE Capital Life will have no further obligation under the Policy.

The Death Benefit under the Optional Death Benefit Rider is the greater of: (1)
the Death Benefit described above under "Death Benefit at Death of Annuitant,"
and (2) the minimum Death Benefit described below.

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During the first Policy year, the minimum Death Benefit under the Optional Death
Benefit Rider is the total of premiums paid, adjusted for any partial
surrenders. After the first Policy year and until the Policy anniversary
immediately preceding the Annuitant's 81st birthday, the minimum Death Benefit
is the Policy's greatest Death Benefit on any previous anniversary, plus the
total of Premium Payments made since that date, less adjustments for any partial
surrenders taken since that date. Beginning on the Policy anniversary
immediately preceding the Annuitant's 81st birthday, the minimum Death benefit
is the Policy's minimum Death Benefit on the Policy anniversary immediately
preceding the Annuitant's 81st birthday, plus the total of Premium Payments made
since that date, less adjustments for any partial surrenders taken since that
date.

If the Optional Death Benefit Rider has been elected, it is effective on the
Policy Date and will remain in effect while the Policy is in force and before
Income Payments begin, or until the Policy anniversary following the date of
receipt of the Owner's request to terminate the rider. There will be a charge
made each year for expenses related to the Death Benefit available under the
terms of the Optional Death Benefit Rider. (See "Annual Death Benefit
Charge(s)"). Amounts payable under the Optional Death Benefit Rider are subject
to the distributions rules described below.

Distribution Rules. The Code requires that if an Owner dies before Income
Payments begin, the entire value of the Policy must generally be distributed
within five years of the date of the Owner's death. In the case of Joint Owners,
this requirement applies if either Joint Owner dies before Income Payments
begin. The following rules are designed to comply with these Code requirements,
and are applicable upon the death of an Owner or Joint Owner, including the
death of an Annuitant who is also an Owner. These rules will not apply upon the
death of an Annuitant, if the Annuitant was not also an Owner of the Policy, all
Owners of the Policy are natural persons, and a contingent Annuitant survives.
Even if no contingent Annuitant is alive on the death of the Annuitant, if the
Owner is a natural person, that Owner will be the contingent Annuitant.
Therefore, on the death of the Annuitant, the rules apply only if (1) the
Annuitant was an Owner, or (2) any Owner was not a natural person.

Before Income Payments begin, if the Designated Beneficiary is not the surviving
spouse of the deceased Owner, Joint Owner or Annuitant, then the Surrender Value
or the applicable Death Benefit will be paid in one lump sum to, or for the
benefit of, the Designated Beneficiary. Instead of receiving a lump sum
distribution, however, the Designated Beneficiary may elect: (1) to receive the
Surrender Value at any time during the five-year period following the death of
the Owner, Joint Owner, or Annuitant by partially or fully surrendering the
Policy; or (2) to apply the entire Surrender Value (or applicable Death Benefit)
under Optional Payment Plan 1 or 2 (described below under "Optional Payment
Plans"), with the first payment to the Designated Beneficiary being made within
one year after the date of death of the Owner, Joint Owner, or Annuitant, and
with payments being made over the life of the Designated Beneficiary or over a
period not exceeding the Designated Beneficiary's life expectancy.

If the entire Surrender Value has not been paid to the Designated Beneficiary by
the end of this five-year period following the date of death of the Owner, Joint
Owner, or Annuitant, and payments have not begun in accordance with (2) above,
then, in accordance with Code requirements and (1) above, GE Capital Life will
terminate the Policy at the end of that five-year period and will pay the
Account Value to, or for the benefit of, the Designated Beneficiary. After this,
there will be no remaining value in the Policy. If the Designated Beneficiary
dies before all required payments have been made, GE Capital Life will make any
remaining payments to any person named in writing by the Designated Beneficiary.
Otherwise, GE Capital Life will pay the Designated Beneficiary's estate.

Rather than the rules described above under Tax Restrictions, special rules
apply if the Designated Beneficiary is the surviving spouse of the deceased
Owner, Joint Owner, or Annuitant. In these cases, the surviving spouse may
continue the Policy as the Owner. In addition, that person will also become the
Annuitant if the deceased was the Annuitant, there is no surviving contingent
Annuitant, and the Policy has not been surrendered for one of the Death Benefits
described above available upon the Annuitant's death. On the surviving spouse's
death, the entire interest in the Policy will be paid within five years of such
spouse's death to the Designated Beneficiary named by the surviving spouse (and
if no Designated Beneficiary has been named, such payment will be made to the
surviving spouse's estate).

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CHARGES AND DEDUCTIONS

Surrender Charges

GE Capital Life incurs certain sales and other distribution expenses when the
Policies are issued. The majority of these expenses consist of commissions paid
for sales of these Policies; however, other distribution expenses are incurred
in connection with the printing of prospectuses, conducting seminars and other
marketing, sales, and promotional activities. To recover a portion of these
expenses, a surrender charge (also referred to as a contingent deferred sales
charge) is imposed on full and certain partial surrenders. Set forth below is a
general discussion of the amount and nature of the charge, followed by a more
technical explanation of how the charge is calculated.

Surrender charges will be imposed on full and partial surrenders of Premium
Payments made within six years of such payments. Surrender charges are made to
cover certain expenses relating to the sale of the Policy, including commissions
to registered representatives and other promotional expenses. Surrender charges
also apply to payments GE Capital Life makes upon maturity if the Maturity Date
occurs within six years of receipt of a Premium Payment.

Surrender charges are deducted from the amount surrendered. Premium Payments are
deemed to be surrendered before other components of Account Value. Surrender
charges are determined using the assumption that Premium Payments are
surrendered on a first-in first-out basis, up to the amount surrendered. For
each such Premium Payment, the charge is a percentage of the Premium Payment (or
portion thereof) surrendered. The charge is calculated separately for each
Premium Payment at the time it is surrendered, as specified in the table below.

Number of Full and Partially Surrender Charge
Completed Years Since Premium (as a Percentage of Premium
Payment Payment Surrendered)
1 6%
2 6%
3 6%
4 6%
5 4%
6 2%
7 and later 0%

After all Premium Payments have been surrendered, any remaining Account Value
may be surrendered without incurring surrender charges.

Reduced Charges on Certain Surrenders. No surrender charge applies to the first
surrender in any Policy year, if the amount surrendered is not more than 10% of
the Account Value at the end of the Valuation Period during which the surrender
request is received. If the first surrender in any Policy year is a full
surrender, or a partial surrender of more than 10% of the Account Value, no
surrender charge will apply to a portion of the amount surrendered equal to 10%
of the Account Value. Any remaining portion of the amount surrendered may be
subject to surrender charges, as described above. The amount subject to charge
will not exceed the amount surrendered.

Waived Surrender Charges for Certain Optional Payment Plans. Surrender charges
otherwise applicable will be waived if the amount surrendered is applied to
Optional Payment Plans 1, 2 (for a period of five or more years) or 5. (See
"Optional Payment Plans").

Transfer Charges

The Owner may transfer amounts among the Investment Subdivisions. The first
transfer in each calendar month will be made without charge. Thereafter, each
time amounts are transferred during that calendar month, a transfer charge of
$10 will be deducted from the amount transferred to compensate GE Capital Life
for the costs in making the transfer. No transfer charge is imposed on transfers
occurring after Income Payments begin.

Mortality and Expense Risk Charge

A charge will be deducted from each Investment Subdivision to compensate GE
Capital Life for certain mortality and expense risks assumed in connection with
the Policies. The charge will be deducted daily and equals 0.003446% for each

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day in a Valuation Period. The effective annual rate of this charge, which is
compounded daily, is 1.25% of the average daily net assets of the Account. GE
Capital Life guarantees that this charge of 1.25% will never increase.

The mortality risk assumed by GE Capital Life arises from its contractual
obligation to make Income Payments to each payee regardless of how long all
Annuitants or any individual Annuitant may live. Although Variable Income
Payments will vary in accordance with the investment performance of the shares
purchased by each Investment Subdivision, they will not be affected by the
mortality experience of persons receiving such payments or of the general
population. This assures each payee that neither the longevity of Annuitants nor
an improvement in life expectancy generally will have an adverse effect on the
Variable Income Payments received under the Policy. Mortality risk also arises
from the possibility that the Death Benefit will be greater than the Account
Value.

The expense risk assumed is that expenses incurred in issuing and administering
the Policies will be greater than estimated and, therefore, will exceed the
expense charge limits set by the Policies.

Administrative Expense Charge

A charge will be deducted from each Investment Subdivision to compensate GE
Capital Life for certain administrative expenses incurred in connection with the
Policies. The charge will be deducted daily and equals 0.000411% for each day in
a Valuation Period. The effective annual rate of this charge, which is
compounded daily, is 0.15% of the average daily net assets of the Account.

Annual Policy Maintenance Charge

A charge of $25 will be deducted annually from the Account Value of each Policy
to compensate GE Capital Life for certain administrative expenses incurred in
connection with the Policies. The charge will be deducted at each anniversary
and at surrender. GE Capital Life will waive this charge if the Account Value
exceeds $75,000 at the time the charge is due. The Policy Maintenance Charge
will compensate GE Capital Life for issuance, processing, start-up and on-going
administration expenses. These expenses include the cost of processing
applications, establishing Policy records, premium collection, recordkeeping,
processing Death Benefit claims, full or partial surrenders, transfers, and
reporting and overhead costs. Once a Policy is issued, the amount of the Policy
Maintenance Charge is guaranteed for the life of the Policy.

The annual Policy Maintenance Charge will be allocated among the Investment
Subdivisions 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 time the charge is made. Other allocation methods may be
available upon request.

Annual Death Benefit Charge(s)

There will be separate charges made each year for expenses related to the Death
Benefit available under the terms of the elective Optional Death Benefit Rider
(where available). GE Capital Life deducts these charges through the
cancellation of accumulation units at each anniversary and at surrender to
compensate it for the increased risks associated with providing the enhanced
Death Benefit. Each charge at full surrender will be a pro-rata portion of the
annual charge. For the elective Optional Death Benefit, GE Capital Life
guarantees that this charge will never exceed an annual rate of 0.25% of the
Account Value.

Tax Charges

Because of its current status under the Code, GE Capital Life does not expect to
incur any federal income tax liability that would be chargeable to the Account.
Based upon this expectation, no charge is being made currently to the Account
for federal income taxes. If, however, GE Capital Life determines that such
taxes may be incurred, it may assess a charge for those taxes from the Account.

Fund Charges

Because the Account purchases shares of the Funds, the net assets of each
Investment Subdivision will reflect the investment advisory fee and other
expenses incurred by the investment portfolio of the Fund in which the
Investment Subdivision invests. For more information concerning these charges,
read the individual Fund prospectuses.

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INCOME PAYMENTS

Income Payments

GE Capital Life will pay an Income Payment to the Owner beginning on the
Maturity Date if the Annuitant is still living. The Income Payment will be paid
in the form of Variable Income Payments similar to those described in Optional
Payment Plan 1, Life Income with 10 Years Certain using the gender and
settlement age of the Annuitant instead of the payee, unless the Owner elects
payment under another Optional Payment Plan. Under the Life Income with 10 Years
Certain plan, if the Annuitant lives longer than 10 years, payments will
continue for his or her life. If the Annuitant dies before the end of 10 years,
the remaining payments for the 10-year period will be discounted at the same
rate used to calculate the Income Payment. This discounted amount will be paid
in one sum.

Unless a different date is requested, the Maturity Date is the Policy
anniversary immediately following the Annuitant's 90th birthday. You may change
the Maturity Date to any earlier date by sending GE Capital Life written notice
before the Maturity Date then in effect.

During the lifetime of the Annuitant and prior to the Maturity Date, however,
the Owner, or the Designated Beneficiary upon the Owner's death, may elect by
written notice to the Variable Annuity Service Center, to receive payments in a
lump sum or under one of the Optional Payment Plans described below. (If the
election is being made by the Designated Beneficiary, only available plans may
be chosen.) Plans that base payment on the life or lives of one or more
individuals will base such payment on the life of the Annuitant or the Annuitant
and an additional individual.

Income Payments will be made monthly unless the Owner elects quarterly,
semi-annual or annual payments by written request to GE Capital Life. However,
if any payment made more frequently than annually would be or becomes less than
$20, GE Capital Life reserves the right to reduce the frequency of payments to
an interval that would result in each payment being at least $20. If the annual
payment payable is less than $20, GE Capital Life will pay the Maturity Value
(described below) in a lump sum and the Policy will terminate effective as of
the Maturity Date and GE Capital Life will have no further obligation under the
Policy.

Determination of Income Payments

The initial Income Payment under the Life Income with 10 Years Certain plan is
calculated by multiplying (a) times (b), divided by (c) where: (a) is the
monthly payment rate per $1,000, shown under the Policy's Optional Payment Plans
for Life Income with 10 Years Certain, using the gender and settlement age of
the Annuitant, instead of the payee, on the Maturity Date; (b) is the Maturity
Value, which equals the Surrender Value on the day immediately preceding the
Maturity Date; and (c) is $1,000.

If at the time Income Payments begin, the Owner has not provided GE Capital Life
with a written election not to have federal income taxes withheld, GE Capital
Life must by law withhold such taxes from the taxable portion of such Income
Payments and remit that amount to the federal government. Also, in some other
circumstances, GE Capital Life may withhold taxes. (See "Direct Rollover and
Mandatory Withholding Requirements, and Federal Income Tax Withholding".)

Optional Payment Plans

Death Benefit and Surrender Value payments will be paid in one lump sum, and
Income Payments will be paid as described in the Income Payment section. Subject
to the payment plan rules stated in the Policy, and to the Death Benefit and
distribution rules stated above, however, any part of Death Benefit or Surrender
Value payments can be left with GE Capital Life and paid under an Optional
Payment Plan. (For the tax treatment of Surrender Value payments and Death
Benefits, see "Taxation of Partial and Full Surrenders," and "Taxation of Death
Benefit Proceeds"). During the Annuitant's life, the Owner (or the Designated
Beneficiary at the Owner's death) may choose a plan. If a Beneficiary is
changed, then the plan selection is no longer in effect unless a request to
continue it is made. The Designated Beneficiary can choose a plan at the death
of the Annuitant if one has not been chosen.

Optional Payment Plans can provide either Fixed Income Payments or Variable
Income Payments as selected by the Owner or the payee. There are currently five
plans available. Plans 1 through 5 can be used to provide Fixed Income Payments,
while only plans 1 and 5 are available to provide Variable Income Payments. A
plan and the form of the Income Payments may be designated in the application or
by notifying GE Capital Life in writing at its Variable Annuity Service Center.
If the payee is not a natural person, consent of GE Capital Life is required
prior to selecting a plan.

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The effect of choosing a Fixed Income Payment is that the minimum amount of each
Income Payment will be calculated on the date the first Income Payment is made
and will not change. If Fixed Income Payments are chosen, the proceeds will be
transferred to the General Account of GE Capital Life on the date the Income
Payments begin. Benefits will not be less than those that would be provided to a
single premium immediate annuity applicant of the same class. Payments made will
equal or exceed those required by the State of New York. For further
information, you should contact GE Capital Life at its Variable Annuity Service
Center.

If the Owner, (or the Designated Beneficiary) elects to receive Variable Income
Payments under Optional Payment Plan 1 or 5, the proceeds may be allocated among
up to ten Investment Subdivisions. The first Variable Income Payment is
determined by the Optional Payment Plan chosen and the amount of proceeds
applied to the plan. The dollar amount of subsequent Income Payments will
reflect the investment experience of the selected Investment Subdivisions and is
determined by means of Annuity Units. Benefits under a variable income option
will not be less than those that would be provided to an applicant of the same
class under the corresponding option for a single premium variable immediate
annuity. Once variable income payments have commenced, neither expenses actually
incurred, other than taxes on the investment return, nor mortality actually
experienced, will adversely affect the dollar amount of variable income
payments.

The number of Annuity Units for an Investment Subdivision will be determined
when Income Payments begin and will remain fixed unless transferred. (See
"Transfers.") The number of Annuity Units for an Investment Subdivision is (a)
divided by (b) where: (a) is the portion of the first Income Payment allocated
to that Investment Subdivision; and (b) is the Annuity Unit Value for that
Investment Subdivision seven days before the first Income Payment is due. For
subsequent payments, the Income Payment amount for an Investment Subdivision is
the number of Annuity Units for that Investment Subdivision multiplied by the
Annuity Unit Value for that Investment Subdivision seven days before the payment
is due.

For each Investment Subdivision, the Annuity Unit Value for the first Valuation
Period was $10. The Annuity Unit Value for each subsequent Valuation Period is
(a) times (b) times (c) where: (a) is the Net Investment Factor for that period;
(b) is the Annuity Unit Value for the immediately preceding Valuation Period;
and (c) is the investment result adjustment factor.

The investment result adjustment factor recognizes an assumed interest rate of
3% per year used in determining the amounts of the Income Payments. This means
that if the net investment experience of the Investment Subdivision to which the
Annuity Units apply for a given month exceeds the monthly equivalent of 3% per
year, the monthly payment will be greater than the previous payment. If the net
investment experience for such Subdivision is less than the monthly equivalent
of 3% per year, the monthly payment will be less than the previous monthly
payment.

Payments under Optional Payment Plans 1, 2, 3 or 5 will begin on the date we
receive proof of death, on surrender, or on the Maturity Date. Payments under
Plan 4 will begin at the end of the first interest period after the date
proceeds are otherwise payable. Plan 4 is not available under Qualified
Policies.

Under all of the Optional Payment Plans, if any payment made more frequently
than annually would be or becomes less than $100, GE Capital Life reserves the
right to reduce the frequency of payments to an interval that would result in
each payment being at least $20. If the annual payment payable is less than $20,
GE Capital Life will pay the Surrender Value in a lump sum. Upon making such a
payment, GE Capital Life will have no future obligation under the Policy.

The fixed income options are shown below. Variable income options, if
applicable, have the same initial payment as the corresponding fixed option.

Plan 1 -- Life Income with Period Certain. Equal monthly payments will
be made 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. Guaranteed amounts payable
under this plan will earn interest at 3% compounded yearly. GE Capital
Life 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 rate used in calculating Income Payments. "Discounted" means GE
Capital Life will deduct the amount of interest each

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remaining payment would have earned had it not been paid out early. The
discounted amounts will be paid in one sum to the payee's estate unless
otherwise provided.

Plan-2 -- Income for a Fixed Period. Equal periodic payments will be
made for a fixed period not longer than 30 years. Payments can be
annual, semi-annual, quarterly, or monthly. Guaranteed amounts payable
under this plan will earn interest at 3% compounded yearly. GE Capital
Life 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 the same rate used in
calculating Income Payments. The discounted amount will be paid in one
sum to the payee's estate unless otherwise provided.

Plan 3 -- Income of a Definite Amount. Equal periodic payments of a
definite amount will be paid. 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. If Fixed Income Payments are made under this plan, unpaid
Proceeds will earn interest at 3% compounded yearly. GE Capital Life
may increase the interest rate; if the interest rate is increased, 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.

Plan 4 -- Interest Income. Periodic payments of interest earned from
the proceeds left with GE Capital Life will be paid. Payments can be
annual, semi-annual, quarterly, or monthly, and will begin at the end
of the first period chosen. Proceeds will earn interest at 3%
compounded yearly. GE Capital Life 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. This plan is not available
under Qualified Policies.

Plan 5 -- Joint Life and Survivor Income. Equal monthly payments will
be made to two payees for a guaranteed minimum of 10 years. Each payee
must be at least 35 years old when payments begin. Payments will
continue as long as either payee is living. If Fixed Income Payments
are made under this Plan, the guaranteed amount payable under this plan
will earn interest at 3% compounded yearly. GE Capital Life may
increase the interest rate and the amount of any payment. 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 rate used in calculating Income Payments. The discounted amount
will be paid in one sum to the survivor's estate unless otherwise
provided.

TOTAL RETURN AND YIELDS

From time to time, GE Capital Life may advertise total return and/or yield for
the Investment Subdivisions. Certain portfolios of the Funds have been in
existence prior to the commencement of the offering of the Policies. GE Capital
Life may advertise or include in sales literature the performance of the
Investment Subdivisions that invest in these portfolios for these prior periods.
The performance information of any period prior to the commencement of the
offering of the Policies is calculated as if the Policy had been offered during
those periods, using current charges and expenses. In addition, each Investment
Subdivision may, from time to time, advertise performance relative to certain
performance rankings and indices compiled by independent organizations.

Performance information discussed herein is based on historical results and does
not indicate or project future performance. More detailed information as to the
calculation of performance information appears in the Statement of Additional
Information.

Total return and yields for the Investment Subdivision are based on the
investment performance of the corresponding investment portfolios of the Funds.
Each portfolio's performance in part reflects its expenses. See the prospectuses
for the Funds for Fund expense information.

Total return for an Investment Subdivision refers to quotations made assuming
that an investment under a Policy has been held in that Investment Subdivision
for various periods of time including, but not limited to, a period measured
from the date the Investment Subdivision commenced operations. When an
Investment Subdivision has been in operation for one, five, and ten years,
respectively, the total return for these periods will be provided.

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An average annual total return quotation represents the average annual
compounded rate of return that would equate a hypothetical initial investment of
$1,000 (as of the first day of the period for which the total return quotation
is provided) to the redemption value of that investment (as of the last day of
the period). Such quotations show the average annual percentage change in the
value of a hypothetical investment during the periods specified. The
standardized version of average annual total return reflects all historical
investment results, less all charges and deductions applied against the
Investment Subdivision (including any Surrender Charge that would apply if an
Owner terminated the Policy at the end of each period indicated, but excluding
charges for the Optional Death Benefit Rider (where available), and any
deductions for premium taxes).

In addition to the standardized version described above, total return
performance quotations computed on non-standard bases may be used in
advertisements. For example, average annual total return information may be
presented, computed on the same basis as described above, except deductions will
not include sales or administrative charges. Average annual total returns that
exclude sales or administrative expenses, or both, will be greater than
standardized average annual total returns for comparable periods. GE Capital
Life may from time to time disclose average annual and/or cumulative total
return in other non-standard formats.

The yield of a "money market" Investment Subdivision refers to the income
generated by an investment in that Investment Subdivision over a specified
seven-day period, which is then annualized. Yield is calculated by assuming that
the income generated for that seven-day period is generated each seven-day
period over a 52-week period. The effective yield is calculated similarly but
the income earned by an investment in that money market Subdivision is assumed
to be reinvested each period. The effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment.

The yield of an Investment Subdivision (other than a "money market" Subdivision)
refers to the income generated by an investment in that Investment Subdivision
over a specified 30-day (or one-month) period. The income generated over the
period is assumed to be generated and reinvested each month for six months. The
resulting semi-annual yield is then doubled.

GE Capital Life may from time to time also disclose yield, standard total
returns, and non-standard total returns for periods prior to the date of
inception of the Investment Subdivisions.

Non-standard performance data will only be disclosed if the standard performance
data for the required periods is also disclosed. For additional information
regarding the calculation of performance data, please refer to the Statement of
Additional Information.

In advertising and sales literature, the performance of each Investment
Subdivision may be compared to the performance of other variable annuity issuers
in general or to the performance of particular types of variable annuities
investing in mutual funds, or investment portfolios of mutual funds with
investment objectives similar to each of the Investment Subdivisions. Lipper
Analytical Services, Inc. ("Lipper") and the Variable Annuity Research Data
Service ("VARDS") are independent services which monitor and rank the
performance of variable annuity issuers in each of the major categories of
investment objectives on an industry-wide basis.

Lipper's rankings include variable life insurance issuers as well as variable
annuity issuers. VARDS rankings compare only variable annuity issuers. The
performance analyses prepared by Lipper and VARDS each rank such issuers on the
basis of total return, assuming reinvestment of distributions, but do not take
sales charges, redemption fees, or certain expense deductions at the separate
account level into consideration. In addition, VARDS prepares risk adjusted
rankings, which consider the effects of market risk on total return performance.
This type of ranking provides data as to which funds provide the highest total
return within various categories of funds defined by the degree of risk inherent
in their investment objectives.

Advertising and sales literature may also compare the performance of each
Investment Subdivision to various widely recognized indices. One such index is
the Standard & Poor's 500 Composite Stock Price Index, a measure of stock market
performance. This unmanaged index does not consider tax consequences or the
expense of operating or managing an investment portfolio, and may not consider
reinvestment of income dividends.

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GE Capital Life may also report other information including the effect of
tax-deferred compounding on an Investment Subdivision's investment returns, or
returns in general, which may be illustrated by tables, graphs, or charts. All
income and capital gains derived from the Investment Subdivisions' investments
in the Funds are reinvested on a tax-deferred basis.

FEDERAL TAX MATTERS

Introduction

The following discussion is general in nature and is not intended as tax advice.
The federal income tax consequences associated with the purchase of a Policy are
complex, and the application of the pertinent tax rules to a particular person
may vary according to facts peculiar to that person. This discussion is based on
the law, regulations, and interpretations existing on the date of this
Prospectus. These authorities, however, are subject to change by Congress, the
Treasury Department, and judicial decisions. This discussion does not address
state or other local tax consequences associated with the purchase of a Policy.

GE CAPITAL LIFE MAKES NO GUARANTEE REGARDING ANY TAX TREATMENT -- FEDERAL,
STATE, OR LOCAL -- OF ANY POLICY OR OF ANY TRANSACTION INVOLVING A POLICY.

Non-Qualified Policies

Premium Payments. A purchaser of a Policy that does not qualify for the special
tax treatment discussed below in connection with Policies used as individual
retirement annuities or used with other qualified retirement plans may not
deduct or exclude from gross income the amount of the premiums paid. In this
discussion, such a Policy is called a "Non-Qualified Policy".

Tax Deferral During Accumulation Period. In general, until distributions are
made or deemed to be made from a Non-Qualified Policy (as discussed below), an
Owner who is a natural person is not taxed on increases in the Account Value
resulting from the investment experience of the Account. However, this rule
applies only if (1) the investments of the Account are "adequately diversified"
in accordance with Treasury Department regulations, and (2) GE Capital Life,
rather than the Owner, is considered the owner of the assets of the Account for
federal tax purposes.

(1) Diversification Requirements. Treasury Department regulations
prescribe the manner in which the investments of a separate account such
as the Account are to be "adequately diversified." Any failure of the
Account to comply with the requirements of these regulations would cause
each Owner to be taxable currently on the increase in the Account Value.

The Account, through the Funds, intends to comply with the
diversification requirements prescribed by the Treasury Department
regulations. Although GE Capital Life does not control the investments of
the Funds, it has entered into agreements regarding participation in the
Funds which require the Funds to be operated in compliance with the
requirements prescribed by the Treasury Department.

(2) Ownership Treatment. In certain circumstances, variable contract
owners may be considered the owners, for federal tax purposes, of the
assets of the separate account used to support their contracts. In those
circumstances, income and gains from the separate account assets would be
includible in the variable contract owners' gross income annually as
earned. The Internal Revenue Service (the "Service") has stated in
published rulings that a variable contract owner will be considered the
owner of separate account assets if the owner possesses incidents of
ownership in those assets, such as the ability to exercise investment
control over the assets. The Treasury Department has announced, in
connection with the issuance of regulations concerning investment
diversification, that those regulations "do not provide guidance
concerning the circumstances in which investor control of the investments
of a segregated asset (i.e. separate) account may cause the investor,
rather than the insurance company, to be treated as the owner of the
assets in the account." This announcement also stated that guidance would
be issued by way of regulations or rulings on the "extent to which
policyholders may direct their investments to particular sub-accounts (of
a separate account) without being treated as owners of the underlying
assets." As of the date of this Prospectus, no such guidance has been
issued.

The ownership rights under the Policy are similar to, but different in
certain respects from, those addressed by the Service in rulings in which
it was determined that Policy owners were not owners of separate account
assets. For example, the Owner of this Policy has the choice of more
Funds to which to allocate Premium Payments and Account Values, and may
be able to reallocate more frequently than in such rulings. These
differences could result in an Owner being considered, under the standard
of those rulings, the owner of the assets of the Account. Because GE
Capital Life does not know what standards will be set forth in
regulations or revenue rulings which the Treasury Department has stated
it expects to be issued, GE Capital Life has reserved the right to modify
its practices to attempt to prevent the Owner from being considered the
owner of the assets of the Account.

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Frequently, if the Service or the Treasury Department sets forth a new
position which is adverse to taxpayers, the position is applied on a
prospective basis only. Thus, if the Service or the Treasury Department
were to issue regulations or a ruling which treated an Owner as the owner
of the assets of the Account, that treatment might apply only on a
prospective basis. However, if the ruling or regulations were not
considered to set forth a new position, an Owner might retroactively be
determined to be the owner of the assets of the Account.

An Owner who is not a natural person -- that is, an entity such as a corporation
or a trust -- generally is taxable currently on the annual increase in the
Account Value of a Non-Qualified Policy, unless an exception to this general
rule applies. Exceptions exist for, among other things, an Owner which is not a
natural person but which holds the Policy as an agent for a natural person. The
following discussion applies to Policies owned by natural persons.

In addition, if the Policy's Maturity Date occurs at a time when the Annuitant
is at an advanced age, such as over age 85, it is possible that the Owner will
be taxable currently on the annual increase in the Account Value.

Taxation of Partial and Full Surrenders. A distribution is made from a
Non-Qualified Policy upon the Policy's partial or full surrender. Any amount so
distributed upon a partial surrender is includible in income to the extent that
the Account Value immediately before the partial surrender exceeds the
"investment in the contract" at that time. The amount distributed upon a full
surrender is includible in income to the extent that the Policy's Surrender
Value exceeds the investment in the Policy at the time of surrender. For these
purposes, the investment in the Policy at any time equals the total of the
Premium Payments made for a Policy to that time, less any amounts previously
received from the Policy which were not included in income.

If an Owner transfers a Policy without adequate consideration to a person other
than the Owner's spouse (or to a former spouse incident to divorce), the Owner
will be taxed on the difference between his or her Account Value and the
investment in the Policy at the time of transfer. In such case, the transferee's
investment in the Policy will be increased to reflect the increase in the
transferor's income.

In addition, the Policy provides a Death Benefit that in certain circumstances
may exceed the greater of the Premium Payments and the Account Value. As
described elsewhere in this Prospectus, GE Capital Life imposes certain charges
with respect to the Death Benefit. It is possible that some portion of those
charges could be treated for federal tax purposes as a partial surrender of the
Policy.

All non-qualified annuity contracts which are issued by GE Capital Life or any
of its affiliates with the same person designated as the Owner within the same
calendar year will be aggregated and treated as one contract for purposes of
determining any tax on distributions.

Taxation of Annuity Payments. Amounts may be distributed from a Non-Qualified
Policy as payments under one of the five Optional Payment Plans. In the case of
Optional Payment Plans other than Plan 4 (Interest Income), typically a portion
of each payment is includible in income when it is distributed. Normally, the
portion of a payment includible in income equals the excess of the payment over
the exclusion amount. The exclusion amount, in the case of Variable Income
Payments under Plans 1 and 5, is the amount determined by dividing the
"investment in the contract" allocated to that plan for the Policy when the
payments begin to be made (as defined above), adjusted for any period-certain or
refund feature, by the number of payments expected to be made (determined by
Treasury Department regulations). Also, in the case of Fixed Income Payments
under Plans 1, 2, 3, and 5, the exclusion amount is the amount determined by
multiplying the payment by the ratio of such investment in the Policy allocated
to that plan, adjusted for any period-certain or refund feature, to the Policy's
"expected return" (determined under Treasury Department regulations). However,
payments which are received after the investment in the Policy has been fully
recovered -- i.e., after the sum of the excludable portions of the payments
equals the investment in the Policy -- will be fully includible in income. On
the other hand, should the payments cease because of the death of the Annuitant
before the investment in the Policy has been fully recovered, the Annuitant (or,
in certain cases, the Designated Beneficiary) is allowed a deduction for the
unrecovered amount.

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If certain amounts such as the Death Benefit or Optional Death Benefit (where
available) become payable in a lump sum from a Policy, it is possible that such
amounts might be viewed as constructively received and thus subject to tax, even
though not actually received. A lump sum will not be constructively received if
it is applied under an Optional Payment Plan within 60 days after the date on
which it becomes payable. (Any Optional Payment Plan selected must comply with
applicable minimum distribution requirements imposed by the Code.)

In the case of Optional Payment Plan 4, the proceeds left with GE Capital Life
are considered distributed for tax purposes at the time Plan 4 takes effect, and
are taxed in the same manner as a full surrender of the Policy, as described
above. The periodic interest payments are includible in the recipient's income
when they are paid or made available. In addition, if amounts are applied under
Plan 3 when the payee is at an advanced age, such as age 80 or older, it is
possible that such amounts would be treated in a manner similar to that under
Plan 4.

Taxation of Systematic Withdrawals. In the case of Systematic Withdrawals, the
amount of each withdrawal should be considered as a distribution and taxed in
the same manner as a partial surrender of the Policy, as described above.
However, there is some uncertainty regarding the tax treatment of Systematic
Withdrawals, and it is possible that additional amounts may be includible in
income.

Taxation of Death Benefit Proceeds. Amounts may be distributed before the
Maturity Date from a Non-Qualified Policy because of the death of the Owner, a
Joint Owner, or the Annuitant. Such Death Benefit proceeds are includible in the
income of the recipient as follows: (1) if distributed in a lump sum, they are
taxed in the same manner as a full surrender of the Policy, as described above
(substituting the Death Benefit Proceeds for the Surrender Value), or (2) if
distributed under an Optional Payment Plan, they are taxed in the same manner as
annuity payments, as described above.

Penalty Tax on Premature Distributions. Subject to certain exceptions, a penalty
tax is also imposed on the foregoing distributions from a Non-Qualified Policy,
equal to 10 percent of the amount of the distribution that is includible in
income. The exceptions provide, however, that this penalty tax does not apply to
distributions made (1) on or after the recipient attains age 59 1/2, (2) because
the recipient has become disabled (as defined in the tax law), (3) on or after
the death of the Owner, or if such Owner is not a natural person, on or after
the death of the primary Annuitant under the Policy (as defined in the tax law),
or (4) as part of a series of substantially equal periodic payments over the
life (or life expectancy) of the recipient or the joint lives (or life
expectancies) of the recipient and his or her designated beneficiary (as defined
in the tax law). In the case of Systematic Withdrawals, it is uncertain whether
such withdrawals will qualify for exception (4) above. If Systematic Withdrawals
did qualify for this exception, any modification of the systematic withdrawals
could result in certain adverse tax consequences. In addition, a transfer
between Investment Subdivisions may result in payments not qualifying for
exception (4) above.

Assignments. An assignment or pledge of (or an agreement to assign or pledge) a
Non-Qualified Policy is taxed in the same manner as a partial surrender, as
described above, to the extent of the value of the Policy so assigned or
pledged. The investment in the Policy is increased by the amount includible as
income with respect to such assignment or pledge, though it is not affected by
any other amount in connection with the assignment or pledge (including its
release).

Qualified Policies

The following sections describe tax considerations of Policies used as
Individual Retirement Annuities or other qualified retirement plans ("Qualified
Policies"). GE Capital Life does not currently offer all of the types of
Qualified Policies described, and may not offer them in the future. Prospective
purchasers of Qualified Policies should therefore contact GE Capital Life's
Variable Annuity Service Center to ascertain the availability of Qualified
Policies at any given time.

IRA Policies

Premium Payments. A Policy that meets certain requirements set forth in the tax
law may be used as an individual retirement annuity (i.e., an "IRA Policy").
Both the amount of the Premium Payments that may be paid, and the tax deduction
that the Owner may claim for such Premium Payments, are limited under an IRA
Policy.

In general, the Premium Payments that may be made for any IRA Policy for any
year are limited to the lesser of $2,000 or 100 percent of the individual's
earned income for the year. Also, with respect to an individual who has less
income than his or her spouse, Purchase Payments may be made by that individual
to an IRA Policy to the extent of the lesser of (1) $2,000, or (2) the sum of
(i) the compensation includible in such individual's gross income for the
taxable year and (ii) the compensation includible in the gross income of the
individual's spouse for the taxable year reduced by the amount allowed as a
deduction for IRA contributions to such spouse. An excise tax is imposed on IRA
contributions that exceed the law's limits.

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The deductible amount of the Premium Payments made for an IRA Policy for any
taxable year is limited to the amount of the Premium Payments that may be paid
for the Policy for that year. Furthermore, a single person who is an active
participant in a qualified retirement plan (that is, a qualified pension,
profit-sharing, or annuity plan, a simplified employee pension plan, a "SIMPLE"
retirement account, or a "section 403(b)" annuity plan, as discussed below) and
who has adjusted gross income in excess of $35,000 may not deduct Premium
Payments, and such a person with adjusted gross income between $25,000 and
$35,000 may deduct only a portion of such payments. Also, married persons who
file a joint return, one of whom is an active participant in a qualified
retirement plan, and who have adjusted gross income in excess of $50,000 may not
deduct Premium Payments, and those with adjusted gross income between $40,000
and $50,000 may deduct only a portion of such payments. Married persons filing
separately may not deduct Premium Payments if either the taxpayer or the
taxpayer's spouse is an active participant in a qualified retirement plan.

In applying these and other rules applicable to an IRA Policy, all individual
retirement accounts and annuities owned by an individual are treated as one
Policy, and all amounts distributed during any taxable year are treated as one
distribution.

Tax Deferral During Accumulation Period. Until distributions are made from an
IRA Policy, increases in the Account Value of the Policy are not taxed.

IRA Policies generally may not provide life insurance coverage, but they may
provide a death benefit that equals the greater of the premiums paid and the
contract value. The Policy provides a Death Benefit that in certain
circumstances may exceed the greater of the Premium Payments and the Account
Value. It is possible that the Policy's Death Benefit provisions could be viewed
as violating the prohibition on investing in life insurance contract with the
result that the Policy would be not be viewed as satisfying the requirements of
an IRA Policy.

Taxation of Distributions and Rollovers. If all Premium Payments made to an IRA
Policy were deductible, all amounts distributed from the Policy are included in
the recipient's income when distributed. However, if nondeductible Premium
Payments were made to an IRA Policy (within the limits allowed by the tax law),
a portion of each distribution from the Policy typically is included in income
when it is distributed. In such a case, any amount distributed as an annuity
payment or in a lump sum upon death or a full surrender is taxed as described
above in connection with such a distribution from a Non-Qualified Policy,
treating as the investment in the Policy the sum of the nondeductible Premium
Payments at the end of the taxable year in which the distribution commences or
is made (less any amounts previously distributed that were excluded from
income). Also in such a case, any amount distributed upon a partial surrender is
partially includible in income. The includible amount is the excess of the
distribution over the exclusion amount which in turn equals the distribution
multiplied by the ratio of the investment in the Policy to the Account Value.

In any event, subject to the direct rollover and mandatory withholding
requirements (discussed below) amounts may be "rolled over" from a qualified
retirement plan to an IRA Policy (or from one individual retirement annuity or
individual retirement account to an IRA Policy) without incurring tax if certain
conditions are met. Only certain types of distributions from qualified
retirement plans or individual retirement annuities may be rolled over.

Penalty Taxes. Subject to certain exceptions, a penalty tax is also imposed on
distributions from an IRA Policy equal to 10 percent of the amount of the
distribution includible in income. (Amounts rolled over from an IRA Policy
generally are excludable from income.) The exceptions provide, however, that
this penalty tax does not apply to distributions made (1) on or after age 59
1/2, (2) on or after death or because of disability (as defined in the tax law),
or (3) as part of a series of substantially equal periodic payments over the
life (or life expectancy) of the recipient or the joint lives (or joint life
expectancies) of the recipient and his or her designated beneficiary (as defined
in the tax law). In addition to the foregoing, failure to comply with a minimum
distribution requirement will result in the imposition of a penalty tax of 50
percent of the amount by which a minimum required distribution exceeds the
actual distribution from an IRA Policy. Under this requirement, distributions of
minimum amounts from an IRA Policy as specified in the tax law must commence by
April 1 of the calendar year following the calendar year in which the Annuitant
attains age 70 1/2, or when he or she retires, whichever is later. Further,
after 1988, such distributions generally must begin by April 1 of the calendar
year in which the employee attains age 70 1/2 regardless of whether he or she
has retired.

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Simplified Employee Pension Plans

An employer may use a Policy to establish for an employee an individual
retirement annuity plan known as a "simplified employee pension plan" (or
"SEP"), if certain requirements set forth in the tax law are satisfied. Premium
Payments may be made into a Policy used in a SEP generally in accordance with
the rules applicable to individual retirement annuities, though with expanded
contribution limits. Such payments are deductible by the employer and are not
includible in the income of the employee. The taxation of distributed amounts
generally follows the rules applicable to individual retirement annuities. As
discussed above (see "IRA Policies"), there is some uncertainty regarding the
proper characterization of the Policy's Death Benefit provisions for purposes of
certain tax rules governing IRAs (which would include SEP IRAs). Employers
intending to use the Policy in connection with a SEP should seek competent tax
advice.

SIMPLE IRAs

Section 408(p) of the Code permits certain small employers to establish "SIMPLE
retirement accounts," including SIMPLE IRAs, for their employees. Under SIMPLE
IRAs, certain deductible contributions are made by both employees and employers.
SIMPLE IRAs are subject to various requirements, including limits on the amounts
that may be contributed, the persons who may be eligible, and the time when
distributions may commence. As discussed above (see "IRA Policies"), there is
some uncertainty regarding the proper characterization of the Policy's Death
Benefit provisions for purposes of certain tax rules governing IRAs (which would
include SIMPLE IRAs). Employers intending to use the Policy in connection with a
SIMPLE retirement account should seek competent tax advice.

Section 403(b) Annuities

Premium Payments. Premiums paid for a Policy on behalf of an employee by a
public educational institution or certain other tax-exempt employers are not
included in the employee's income if the Policy meets certain requirements set
forth in the tax law. There are a number of limitations on contributions to a
"Section 403(b) Policy". For example, Premium Payments made as elective
deferrals through a salary reduction agreement with an employee generally are
limited to $9,500 per year (or, if greater, $7,000 per year as adjusted by the
Service for cost of living increases). (Note that contributions to certain other
qualified retirement plans, such as Section 401(k) plans or to SEP plans, by the
Owner may reduce these limits on elective deferrals.) Other limitations may be
more restrictive.

In applying these and other rules applicable to a Section 403(b) Policy, that
Policy and all similar contracts purchased by the same employer for the same
employee are treated as one contract.

Tax Deferral During Accumulation Period. Until distributions are made from a
Section 403(b) Policy, increases in the Account Value are not taxed.

Purchasers should consider that the Policy provides a Death Benefit that in
certain circumstances may exceed the greater of the Premium Payments and the
Account Value. It is possible that such Death Benefit could be characterized as
an incidental death benefit. If the Death Benefit were so characterized, this
could result in currently taxable income to purchasers. In addition, there are
limitations on the amount of incidental death benefits that may be provided
under a Section 403(b) Policy. Even if the Death Benefit under the Policy were
characterized as an incidental death benefit, it is unlikely to violate those
limits unless the purchaser also purchases a life insurance Policy as part of
his or her Section 403(b) Policy.

Taxation of Distributions and Rollovers. If no portion of the premiums paid into
a Section 403(b) Policy were includible in the employee's income, all amounts
distributed from the Policy are included in the recipient's income when
distributed. However, if Premium Payments were made to a Section 403(b) Policy
which were includible in the employee's income, a portion of each distribution
from the Policy typically is included in income when it is distributed. In such
a case, any amount distributed as an annuity payment or in a lump sum upon death
or a full surrender is taxed as described above in connection with such a
distribution from a Non-Qualified Policy, treating as the investment in the
Policy the sum of the Premium Payments made into the Policy which were not
excluded from income as of the time the distribution commences or is made (less
any amounts previously distributed that were excluded from income). Also in such
a case, any amount distributed upon a partial surrender is partially includible
in income. The includible amount is the excess of the distribution over the
exclusion amount, which in turn equals the distribution multiplied by the ratio
of the investment in the Policy to the Account Value.

In any event, subject to the direct rollover and mandatory withholding
requirements (discussed below), amounts may be rolled over from a Section 403(b)
Policy (or similarly qualifying contract) to another Section 403(b) Policy (or
similarly qualifying contract) or to an individual retirement account or
individual retirement annuity without incurring tax if certain conditions are
met. Only certain types of distributions may be rolled over.

A Section 403(b) Policy is required to prohibit distributions of amounts
attributable to elective deferrals and earnings thereon (made under a salary
reduction agreement) prior to age 59 1/2, separation from service, death or
disability. Distributions of elective deferrals (but not any income earned
thereon) may nonetheless be permitted in the case of hardship.

Penalty Taxes. Subject to certain exceptions, a penalty tax is also imposed on
distributions from a Section 403(b) Policy equal to 10 percent of the amount of
the distribution includible in income. (Amounts rolled over from a Section
403(b) Policy generally are excludable from income, although various withholding
requirements may nonetheless apply to such amounts, as discussed below). The
exceptions provide, however, that this penalty tax does not apply to
distributions made (1) on or after age 59 1/2, (2) on or after death or because
of disability (as defined in the tax law), (3) as part of a series of
substantially equal periodic payments beginning after the employee separates
from service and made over the life (or life expectancy) of the employee or the
joint lives (or joint life expectancies) of the employee and his or her
designated beneficiary (as defined in the tax law), or (4) after separation from
service after attainment of age 55.

In addition to the foregoing, failure to comply with a minimum distribution
requirement will result in the imposition of a penalty tax of 50 percent of the
amount by which a minimum required distribution exceeds the actual distribution
from a Section 403(b) Policy. Under this requirement, distributions of minimum
amounts specified by the tax law must commence by April 1 of the calendar year
following the calendar year in which the employee attains age 70 1/2, or when he
retires, whichever is later.

Deferred Compensation Plans of State and Local Government and Tax-Exempt
Organizations

Section 457 of the Code permits employees of state and local governments and
tax-exempt organization to defer a portion of their compensation without paying
current taxes. The employees must be participants in an eligible deferred
compensation plan. Generally, a Policy purchased by a state or local government
or a tax-exempt organization will not be treated as an annuity contract for
federal income tax purposes. Those who intend to use the Policies in connection
with such plans should seek competent tax advice.

Other Qualified Retirement Plans

Premium Payments. Premium Payments made by an employer for a Policy used in
connection with a pension, profit-sharing, or annuity plan qualified under
section 401 or 403(a) of the Code are deductible by the employer within certain
limits. Such payments are also excludable from the income of the employee within
certain limits.

Tax Deferral and Taxation of Distributions. The deferral of taxation on Account
Value increases and the tax treatment of distributed amounts (including the
penalty tax) described above in the case of IRA Policies and Section 403(b)
Policies generally applies with respect to amounts held under or distributed
from Policies used in connection with other qualified retirement plans. For
Policies and amounts distributed therefrom to be eligible for such treatment,
certain requirements specified in the tax law must be satisfied.

The Policy provides a Death Benefit that in certain circumstances may exceed the
greater of the Premium Payments and the Account Value. It is possible that such
Death Benefit could be characterized as an incidental death benefit. There are
limitations on the amount of incidental death benefits that may be provided
under pension and profit sharing plans. In addition, the provision of such
benefits may result in currently taxable income.

Legal and Tax Advice for Qualified Plans

The requirements of the tax law applicable to qualified retirement plans, and
the tax treatment of amounts held and distributed under such plans, are quite
complex. Accordingly, a prospective purchaser of a Policy to be used in
connection with any such plan should seek competent legal and tax advice
regarding the suitability of the Policy for the situation involved, the
applicable requirements, and the treatment of the rights and benefits under a
Policy so used.

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Direct Rollover and Mandatory Withholding Requirements

If a Policy is used in connection with a pension, profit-sharing, or annuity
plan qualified under sections 401(a) or 403(a) of the Code, or is a Section
403(b) Policy, any "eligible rollover distribution" from the Policy will be
subject to the new direct rollover and mandatory withholding requirements. An
eligible rollover distribution generally is any taxable distribution from a
qualified pension plan under section 401(a) of the Code, qualified annuity plan
under section 403(a) of the Code, or section 403(b) annuity or custodial
account, excluding certain amounts (such as minimum distributions required under
section 401(a)(9) of the Code and distributions which are part of a "series of
substantially equal periodic payments" made for the life or a specified period
of 10 years or more). Under these requirements, withholding at a rate of 20
percent will be imposed on any eligible rollover distribution received from the
Policy. Unlike withholding on certain other amounts distributed from the Policy,
discussed below, the recipient cannot elect out of withholding with respect to
an eligible rollover distribution. However, this 20 percent withholding will not
apply if, instead of receiving the eligible rollover distribution, the plan
participant elects to have it directly transferred to certain qualified
retirement plans. Prior to receiving an eligible rollover distribution, the plan
participant will receive notice (from the plan administrator or GE Capital Life)
explaining generally the direct rollover and mandatory withholding requirements
and how to avoid the 20 percent withholding by electing a direct transfer.

Federal Income Tax Withholding

Amounts distributed from a Policy, to the extent includible in income under the
federal tax laws, are subject to federal income tax withholding. GE Capital Life
will withhold and remit a portion of such amounts to the U.S. Government unless
properly notified by the Owner or other payee, at or before the time of the
distribution, that he or she chooses not to have any amounts withheld. In some
instances, however, GE Capital Life may be required to withhold amounts. (See
the discussion above regarding withholding requirements applicable to
distributions from various qualified retirement plans including Section 403(b)
policies.)

GENERAL INFORMATION

The Owner

The Owner or Joint Owners are designated in the Policy. (Joint Owners own the
Policy equally with the right of survivorship.) The Owner or Joint Owners may
exercise all of the rights and privileges under the Policy, subject to the
rights of any beneficiary named irrevocably, and any assignee under an
assignment filed with GE Capital Life. Disposition of the Policy is subject to
the Policy's death provisions. (See "Death Provisions"). If the Owner dies
before the Annuitant, the Designated Beneficiary will become the sole owner of
the Policy following such a death, subject to the distribution rules in the
Policy's death provisions. If the Owner does not name a Joint Owner or a primary
beneficiary or contingent beneficiary, or if a Joint Owner or primary
beneficiary or contingent beneficiary is not living (or in existence for
purposes of non-natural designations) at the Owner's death, ownership will pass
to the Owner's estate. The Designated Beneficiary, for purposes of the required
distribution rules of Section 72(s) of the Code, will receive the required
distribution if the Owner dies prior to the Maturity Date. The required
distribution is more fully described in Death Provisions.

The Annuitant

The Policy names the Owner or someone else as the Annuitant. A contingent
Annuitant also may be named. If no contingent Annuitant has been named, the
Owner shall be treated as the contingent Annuitant at the death of the
Annuitant. GE Capital Life reserves the right to restrict the election of the
contingent Annuitant to conform to its administrative procedures and within the
restrictions of federal and state law. At the death of the Annuitant prior to
the Maturity Date, the contingent Annuitant, if any, may become the Annuitant in
certain circumstances. (See "Death Provisions").

The Beneficiary

One or more primary and contingent beneficiary(ies) may be designated by the
Owner in an application or in a written request. If changed, the primary
beneficiary or contingent beneficiary is as shown in the latest change filed
with GE Capital Life.

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Changes by the Owner

Prior to the Maturity Date and during the Annuitant's life, the Owner or Joint
Owner may be changed if this right is reserved. Such changes may give rise to
taxable income and a 10% penalty tax. (See Taxation of Partial and Full
Surrenders.) The primary beneficiary, contingent beneficiary and contingent
Annuitant may also be changed if this right is reserved.

To make a change, a written request must be sent to GE Capital Life at its
Variable Annuity Service Center. The request and the change must be in a form
satisfactory to GE Capital Life and must actually be received by GE Capital
Life. The change will take effect as of the date the request is signed by the
Owner. The change will be subject to any payment made before the change is
recorded by GE Capital Life.

Evidence of Death, Age, Gender or Survival

GE Capital Life will require proof of death before it acts on Policy provisions
relating to the death of the Owner or other person(s). GE Capital Life may also
require proof of the age, gender or survival of any person or persons before
acting on any applicable Policy provision.

Payment under the Policies

GE Capital Life will usually pay any amounts payable as a result of full or
partial surrender within seven days after it receives a written request at its
Variable Annuity Service Center in a form satisfactory to it. GE Capital Life
will usually pay any Death Benefit within seven days after it receives Due Proof
of Death. Amounts payable as a result of full or partial surrender, death of the
Annuitant or the Maturity Date may be postponed whenever: (i) the New York Stock
Exchange is closed other than customary weekend and holiday closings, or trading
on the New York Stock Exchange is restricted as determined by the Securities and
Exchange Commission; or (ii) the Commission by order permits postponement for
the protection of Owners; or (iii) an emergency exists, as determined by the
Securities and Exchange Commission, as the 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 Account.

Payments under a Policy which are derived from any amount paid to GE Capital
Life by check or draft may be postponed until such time as GE Capital Life is
satisfied that the check or draft has cleared the bank upon which it is drawn.

If, at the time the Owner makes a full or partial surrender request, he or she
has not provided GE Capital Life with a written election not to have federal
income taxes withheld, GE Capital Life must by law withhold such taxes and remit
that amount to the federal government. Moreover, the Code provides that a 10%
penalty will be imposed on certain early surrenders. (See "Federal Tax
Matters").

Any Death Benefit proceeds that are paid in one lump sum will include interest
from the date of receipt of Due Proof of Death to the date of payment. Interest
will be paid at a rate set by GE Capital Life, or by law if greater. The minimum
interest rate which will be paid is 2.5%. Interest will not be paid beyond one
year or any longer time set by applicable law.

Distribution of the Policies

The Policies will be sold by individuals who, in addition to being licensed to
sell variable annuity policies for GE Capital Life, are also registered
representatives of Forth Financial Securities Corporation, the principal
underwriter of the Policies, or of broker-dealers who have entered into written
sales agreements with the principal underwriter. Forth Financial Securities
Corporation, an affiliate of GE Capital Life, is a Virginia corporation located
at 6610 W. Broad St., Richmond, Virginia 23230, and is registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934 as
a broker-dealer and is a member of the National Association of Securities
Dealers, Inc.

Writing agents of GE Capital Life will receive commissions based on a commission
schedule and rules. Commissions depend on the premiums paid. The agent will
receive a commission of __% of the initial premium paid and any Additional
Premium Payments.

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Agents may also be eligible to receive certain bonuses and allowances, as well
as retirement plan credits, based on commissions earned. Field management of GE
Capital Life receives compensation which may be based in part on the level of
agent commissions in their management units. Broker-dealers and their registered
agents will receive first-year and subsequent year commissions equivalent to the
total commissions and benefits received by the field management and writing
agents of GE Capital Life.

Voting Rights and Reports

To the extent required by law, GE Capital Life will vote the Funds' shares held
in the Account at regular and special shareholder meetings of the Funds, in
accordance with instructions received from persons having voting interests in
the Account. If, however, the 1940 Act or any regulation thereunder should be
amended or if the present interpretation thereof should change, and as a result,
GE Capital Life determines that it is permitted to vote Fund shares in its own
right, it may elect to do so.

Before Income Payments begin, the Owner exercises the voting rights under the
Policy. After Income Payments begin, the person receiving the Income Payments
has the voting interests. Before Income Payments begin, the number of votes
which each Owner has the right to instruct will be determined for a portfolio by
dividing a Policy's Account Value in the Investment Subdivision investing in
that portfolio by the net asset value per share of the portfolio. Fractional
shares will be counted. After Income Payments begin, the number of votes after
the first Income Payment is received will be determined by dividing the reserve
for such Policy allocated to the Investment Subdivision by the net asset value
per share of the corresponding portfolio. After Income Payments begin, the
reserves attributable to a Policy decrease as the reserves allocated to the
Investment Subdivision decrease. Fractional shares will be counted.

The number of votes which the Owner has the right to instruct will be determined
as of the date coincident with the date established by a particular Fund for
determining shareholders eligible to vote at the meeting of that Fund. Voting
instructions will be solicited by written communications prior to such meeting
in accordance with procedures established by that Fund.

GE Capital Life will vote Fund shares held in the Account as to which no timely
instructions are received, and Fund shares held in the Account that it owns as a
consequence of accrued charges under the Policies and other variable annuity
policies supported by the Account, in proportion to the voting instructions
which are received with respect to all policies funded through the Account. Each
person having a voting interest will receive proxy materials, reports and other
materials relating to the appropriate portfolio.

Legal Proceedings

There are no legal proceedings to which the Account is a party or to which the
assets of the Account are subject. Neither GE Capital Life nor the principal
underwriter is involved in any litigation that is of material importance in
relation to its total assets or that refers to the Account.

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<PAGE>

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS

Page

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
THE POLICIES
Transfer of Annuity Units After Income Payments Begin
TERMINATION OF PARTICIPATION AGREEMENTS
CALCULATION OF PERFORMANCE DATA
Money Market Investment Subdivisions
Other Investment Subdivisions
Other Performance Data
FEDERAL TAX MATTERS
Taxation of GE Capital Life
IRS Required Distributions
GENERAL PROVISIONS
Using the Policies as Collateral
Non-Participating
Misstatement of Age or Gender
Incontestability
Annual Statement
Written Notice
DISTRIBUTION OF THE POLICIES
LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS
ADDITIONS, DELETIONS, OR SUBSTITUTIONS OF INVESTMENTS
STATE REGULATION OF GE CAPITAL LIFE
LEGAL MATTERS
EXPERTS
FINANCIAL STATEMENTS

41
<PAGE>

SUPPLEMENT TO PROSPECTUS
DATED _________________
For
GE CAPITAL LIFE SEPARATE ACCOUNT II

General Information

Contributions and/or transfers to a Guarantee Account, as described below,
become part of the General Account of GE Capital Life. Because of exemptive and
exclusionary provisions, interests in the General Account have not been
registered under the Securities Act of 1933 (the "1933 Act"), and the General
Account is not registered as an investment company under the Investment Company
Act of 1940 (the "1940 Act"). Accordingly, neither the General Account nor any
interests therein are subject to the provisions of the 1933 Act or the 1940 Act,
and the information in this supplement has not been reviewed by the staff of the
Securities and Exchange Commission. Disclosure regarding a Guarantee Account and
the General Account, however, may be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

The Guarantee Account

The Owner may allocate Premium Payments to the Guarantee Account(s) or transfer
amounts between the Guarantee Account(s) and the Investment Subdivisions of the
Account. The Account Value of the Guarantee Account is the sum of all amounts
allocated to a Guarantee Account, plus any interest credited on those amounts,
less any amounts removed by transfer or surrender, and less any amounts deducted
for charges made under the terms of the Policy and any riders that may apply.
Upon maturity or surrender of the Policy, any amount in a Guarantee Account is
added to the Account Value, and, after deduction of any applicable surrender
charge, is paid in a lump sum, or applied under an Optional Payment Plan. (See
"Income Payments").

Amounts allocated or transferred to a Guarantee Account earn interest at the
interest rate in effect for that Guarantee Account at the time of such
allocation. Each period for which a particular interest rate is guaranteed with
respect to a particular allocation is the interest rate guarantee period. With
respect to each amount allocated, the interest rate in effect at the time of
allocation will be credited from the date of allocation to the end of the
interest rate guarantee period, unless the allocation is transferred to another
Guarantee Account prior to the end of the interest rate guarantee period. (See
"Dollar-Cost Averaging"). At the end of the interest rate guarantee period, a
new interest rate will apply to the allocation and a new interest rate guarantee
period will commence for that allocation. GE Capital Life currently offers more
than one choice of interest rate guarantee periods.

The guaranteed minimum interest rate for allocations to a Guarantee Account is
3% per year; however, a higher rate of interest may be credited at the sole
discretion of GE Capital Life. GE Capital Life has no obligation to credit
interest in excess of the guaranteed minimum interest rate.

The initial interest rate guarantee period for any allocation will be one year,
unless the Owner elects otherwise at the time of allocation. Subsequent interest
rate guarantee periods will each be one year, unless another period is selected
at or before the beginning of the subsequent period. During the first 10 days of
each interest rate guarantee period, the interest rate guarantee period may be
changed to any period we then offer. If the interest rate guarantee period is
changed, a different interest rate may apply. After the first 10 days of an
interest rate guarantee period, that interest rate guarantee period may not be
changed.

Charges

The Mortality and Expense Risk and Administrative Expense charges are not
deducted from a Guarantee Account. Such charges are borne solely by the Account.
The annual Policy Maintenance Charge and the Annual Death Benefit Charge(s), if
applicable, will be deducted from a Guarantee Account if there is no Account
Value in the Account. If there is insufficient Account Value in the Account at
the time the charges are deducted, the excess of these charges over the amount
deducted from the Account will be deducted from the Guarantee Account(s). (See
"Policy Maintenance Charge").

Surrender charges apply to account values allocated to a Guarantee Account in
the same manner in which these charges apply to Account Values allocated to the
Account.

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Transfers

The Owner may transfer amounts between a Guarantee Account and the Investment
Subdivisions of the Account. Transfers will be effective on the date the Owner's
transfer request is received by GE Capital Life. With respect to transfers
between the Guarantee Account and the Investment Subdivisions of the Account,
the following restrictions may be imposed:

For each allocation to a Guarantee Account, transfers to the Investment
Subdivisions of the Account may be made only during the 30 day period
following the end of that allocation's interest rate guarantee period. GE
Capital Life may limit the amount which may be transferred to the
Investment Subdivisions. For any particular allocation to a Guarantee
Account, the limit amount will not be less than (a) accrued interest on
that allocation, plus 9b) 25% of the original amount of that allocation.

No transfers from any Investment Subdivision of the Account to a
Guarantee Account may be made during the six month period following the
transfer of any amount from the Guarantee Account to any Investment
Subdivisions of the Account.

In all other respects, the rules and charges applicable to transfers between the
various Investment Subdivisions of the Account will apply to transfers involving
a Guarantee Account.

Dollar-Cost Averaging

As an alternative to the Dollar-Cost Averaging program described previously in
this Prospectus, Owners may elect to have GE Capital Life automatically transfer
specified amounts from a Guarantee Account to any available Investment
Subdivision on a monthly or quarterly basis. To make the election, Owners must
complete the Dollar-Cost Averaging section of the application or a Dollar-Cost
Averaging Agreement. Money may be allocated to a Guarantee Account as an initial
or subsequent premium or in the form of a transfer of Account Value from one or
more Investment Subdivisions. Such allocations must comply with all applicable
minimum amount and percentage requirements (see "Purchasing a Policy" and
"Allocating Premium Payments") as well as rules applicable to transfers to the
Guarantee Account. Apart from automatic transfers under the Dollar-Cost
Averaging Agreement, all rules regarding transfers from the Guarantee Account
will apply.

Owners may designate the amount of value under the Policy allocated to a
Guarantee Account that is subject to the Dollar-Cost Averaging program. GE
Capital Life reserves the right to limit the amount of each automatic transfer
to 10% per month of the amount so designated.

Automatic transfers from a Guarantee Account, as described above, will be made
on a first-in-first-out basis until the entire value of the designated amount in
the Guarantee Account is depleted. Prior to that time, an Owner may discontinue
such automatic transfers by sending GE Capital Life a written notice. GE Capital
Life reserves the right to discontinue or modify the alternative Dollar-Cost
Averaging program at any time for any reason on 30 days written notice to the
Owner.

Surrenders

Surrenders may be made from a Guarantee Account in addition to the Account. (See
"Distributions Under the Policies"). If a partial surrender is requested, the
Owner may specify whether the surrender should be made from a Guarantee Account
or the Account. If you do not specify, the amount of the partial surrender will
be deducted first from the Investment Subdivisions of the Account on a pro-rata
basis, in proportion to the Account Value in the Account. Any amount remaining
will be deducted from the Guarantee Account(s). Deductions from a Guarantee
Account will be taken from the amounts (including interest credited to such
amounts) which have been in the Guarantee Account for the longest period of
time.

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Deferral of Payment

GE Capital Life may defer payment of any amount from a Guarantee Account for up
to six months. Payment will not be deferred if applicable law requires earlier
payment, or if the amount payable is to be used to pay premiums on policies in
force with GE Capital Life.

Dated _________________

GE Capital Life Assurance Company of New York
2 Manhattanville Road
Purchase, New York 10577-0827

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GE CAPITAL LIFE SEPARATE ACCOUNT II

STATEMENT OF ADDITIONAL INFORMATION
for the
FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY POLICY

offered by

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
2 Manhattanville Road
Purchase, New York 10577-0827
(914) 253-8822
Variable Annuity Service Center
6610 West Broad Street
Richmond, VA 23230
(800) XXX-XXXX

This Statement of Additional Information expands upon subjects discussed in the
current Prospectus for the flexible premium deferred variable annuity policy
("Policy") offered by GE Capital Life Assurance Company of New York ("GE Capital
Life" or the "Company"). You may obtain a copy of the Prospectus dated
_____________ by writing or calling us at our Variable Annuity Service Center at
the address or telephone number listed above. Terms used in the current
Prospectus for the Policy are incorporated in this Statement of Additional
Information.

THIS STATEMENT OF ADDITIONAL INFORMATION IS
NOT A PROSPECTUS AND SHOULD BE READ ONLY
IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.

__________________

45
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

Page
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
THE POLICIES
Transfer of Annuity Units After Income Payments Begin
TERMINATION OF PARTICIPATION AGREEMENTS
CALCULATION OF PERFORMANCE DATA
Money Market Investment Subdivisions
Other Investment Subdivisions
Other Performance Data
FEDERAL TAX MATTERS
Taxation of GE Capital Life
IRS Required Distributions
GENERAL PROVISIONS
Using the Policies as Collateral
Non-Participating
Misstatement of Age or Gender
Incontestability
Annual Statement
Written Notice
DISTRIBUTION OF THE POLICIES
LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS
ADDITIONS, DELETIONS, OR SUBSTITUTIONS OF INVESTMENTS
STATE REGULATION OF GE CAPITAL LIFE
LEGAL MATTERS
EXPERTS
FINANCIAL STATEMENTS

46
<PAGE>

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

GE Capital Life Assurance Company of New York (known as First GNA Life Insurance
Company of New York until February 1, 1996) is a stock life insurance company
that was incorporated in New York on February 23, 1988. GE Capital Life is
ultimately a subsidiary of General Electric Capital Corporation ("GE Capital"),
a New York corporation that is a diversified financial services company whose
subsidiaries consist of specialty insurance, equipment management, and
commercial and consumer financing businesses. GE Capital's ultimate parent,
General Electric Company, founded more than one hundred years ago by Thomas
Edison, is the world's largest manufacturer of jet engines, engineering
plastics, medical diagnostic equipment and large electric power generation
equipment.

THE POLICIES

Transfer of Annuity Units After Income Payments Begin

After Income Payments begin, upon the payee's written request Annuity Units may
be transferred once per calendar year from the Investment Subdivision in which
they are currently held. GE Capital Life reserves, however, the right to refuse
to execute any transfer if any of the Investment Subdivisions that would be
affected by the transfer are unable to purchase or redeem shares of the mutual
funds in which the Investment Subdivisions invest. The amount of the increase in
the number of Annuity Units for the Investment Subdivision to which the transfer
is made is (a) times (b), divided by (c) where: (a) is the number of Annuity
Units for the Investment Subdivision in which the Annuity Units are currently
held; (b) is the Annuity Unit Value for the Investment Subdivision in which the
Annuity Units are currently held; and (c) is the Annuity Unit Value for the
Investment Subdivision to which the transfer is made.

If the number of Annuity Units remaining in an Investment Subdivision after the
transfer is less than 1, GE Capital Life will transfer the amount remaining in
addition to the amount requested. GE Capital Life will not transfer into any
Investment Subdivision unless the number of Annuity Units of that Investment
Subdivision after the transfer is at least 1. The amount of the Income Payment
as of the date of the transfer will not be affected by the transfer.

TERMINATION OF PARTICIPATION AGREEMENTS

The participation agreements pursuant to which the Funds sell their shares to
the Account contain varying provisions regarding termination. The following
summarizes those provisions:

Janus Aspen Series. This agreement may be terminated by the parties on six
months' advance written notice.

Variable Insurance Products Fund, Variable Insurance Products Fund II and
Variable Insurance Products Fund III. ("the Fund") These agreements provide for
termination (1) on one year's advance notice by either party, (2) at GE Capital
Life's option if shares of the Fund are not reasonably available to meet
requirements of the Policies, (3) at the option of either party if certain
enforcement proceedings are instituted against the other, (4) upon vote of the
policyowners to substitute shares of another mutual fund, (5) at GE Capital
Life's option if shares of the Fund are not registered, issued, or sold in
accordance with applicable laws, if the Fund ceases to qualify as a regulated
investment company under the Code, (6) at the option of the Fund or its
principal underwriter if it determines that GE Capital Life has suffered
material adverse changes in its business or financial condition or is the
subject of material adverse publicity, (7) at the option of GE Capital Life if
the Fund has suffered material adverse changes in its business or financial
condition or is the subject of material adverse publicity, or (8) at the option
of the Fund or its principal underwriter if GE Capital Life decides to make
another mutual fund available as a funding vehicle for its Policies.

Oppenheimer Variable Account Funds. This agreement may be terminated by the
parties on six months' advance written notice.

Federated Insurance Series. This agreement may be terminated by any of the
parties on 180 days written notice to the other parties.

47
<PAGE>

Alger American Fund. This agreement may be terminated at the option of any party
upon six months' written notice to the other parties, unless a shorter time is
agreed to by the parties.

PBHG Insurance Series Fund, Inc. This agreement may be terminated at the option
of any party upon six months' written notice to the other parties, unless a
shorter time is agreed to by the parties.

GE Investments Funds, Inc. has entered into a Stock Sale Agreement with Life of
Virginia pursuant to which the Fund sells its shares to Separate Account 4.

CALCULATION OF PERFORMANCE DATA

From time to time, GE Capital Life may disclose total return, yield, and other
performance data for the Investment Subdivisions pertaining to the Policies.
Such performance data will be computed, or accompanied by performance data
computed, in accordance with the standards defined by the Securities and
Exchange Commission.

The calculations of yield, total return, and other performance data do not
reflect the effect of any premium tax.

Money Market Investment Subdivisions

From time to time, advertisements and sales literature may quote the yield of
the "money market" Investment Subdivision for a seven-day period, in a manner
which does not take into consideration any realized or unrealized gains or
losses on shares of the corresponding money market investment portfolio or on
its portfolio securities. This current annualized yield is computed by
determining the net change (exclusive of unrealized gains and losses on the sale
of securities and unrealized appreciation and depreciation) at the end of the
seven-day period in the value of a hypothetical account under a Policy having a
balance of one unit in that "money market" Investment Subdivision at the
beginning of the period, dividing such net change in Account Value by the value
of the account at the beginning of the period to determine the base period
return, and annualizing the result on a 365-day basis. The net change in Account
Value reflects: (1) net income from the investment portfolio attributable to the
hypothetical account; and (2) charges and deductions imposed under the Policy
which are attributable to the hypothetical account. The charges and deductions
include the per unit charges for the annual Policy Maintenance Charge,
Administrative Expense Charge, and the Mortality and Expense Risk Charge. For
purposes of calculating current yields for a Policy, an average per unit annual
Policy Maintenance Charge is used. Current Yield will be calculated according to
the following formula:

Current Yield = ((NCP - ES)/UV) X (365/7)

where:

NCP = the net change in the value of the investment portfolio (exclusive
of realized gains or losses on the sale of securities and unrealized
appreciation and depreciation) for the seven-day period attributable
to a hypothetical account having a balance of one Investment
Subdivision unit.

ES = per unit expenses of the hypothetical account for the seven-day
period.

UV = the unit value on the first day of the seven-day period.

The effective yield of a "money market" Investment Subdivision determined on a
compounded basis for the same seven-day period may also be quoted. The effective
yield is calculated by compounding the base period return according to the
following formula:

Effective Yield = (1 + ((NCP - ES)/UV))365/7 - 1

48
<PAGE>

where:

ES = per unit expenses of the hypothetical account for the seven-day
period.

UV = the unit value for the first day of the seven-day period.

The yield on amounts held in a "money market" Investment Subdivision normally
will fluctuate on a daily basis. Therefore, the disclosed yield for any given
past period is not an indication or representation of future yields or rates of
return. A "money market" Investment Subdivision's actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the Investment Subdivision's corresponding money market investment portfolio,
the types and quality of portfolio securities held by that investment portfolio,
and that investment portfolio's operating expenses. Because of the charges and
deductions imposed under the Policy, the yield for a "money market" Investment
Subdivision will be lower than the yield for its corresponding "money market"
investment portfolio.

Yield calculations do not take into account the Surrender Charge under the
Policy, a maximum of 6% of each Premium Payment made during the six years prior
to a full or partial surrender, or charges for the Optional Death Benefit Rider
(where available).

Other Investment Subdivisions

Total Return. Sales literature or advertisements may quote total return,
including average annual total return for one or more of the Investment
Subdivisions for various periods of time including 1 year, 5 years and 10 years,
or from inception if any of those periods are not available.

Average annual total return for a period represents the average annual
compounded rate of return that would equate an initial investment of $1,000
under a Policy to the redemption value of that investment as of the last day of
the period. The ending date for each period for which total return quotations
are provided will be for the most recent practicable, considering the type and
media of the communication, and will be stated in the communication.

For periods that begin before the Policy was available, performance data will be
based on the performance of the underlying portfolios, with the level of Account
and Policy charges currently in effect.

Average annual total return will be calculated using Investment Subdivision unit
values and deductions for the annual Policy Maintenance Charge, and the
Surrender Charge as described below:

1. GE Capital Life calculates unit value for each Valuation Period based on the
performance of the Investment Subdivision's underlying investment portfolio
(after deductions for Fund expenses, the Administrative Expense Charge, and
the Mortality and Expense Risk Charge).

2. The Policy Maintenance Charge is $25 per year, deducted at the beginning of
each Policy Year after the first. For purposes of calculating average annual
total return, an average Policy Maintenance Charge (currently 0.1% of Account
Value attributable to the hypothetical investment) is used.

3. The Surrender Charge will be determined by assuming a surrender of the Policy
at the end of the period. Average annual total return for periods of six
years or less will therefore reflect the deduction of a Surrender Charge.

4. Total return does not consider Annual Death Benefit Charges.

5. Total return will then be calculated according to the following formula:

TR = (ERV/P)1/N - 1

49
<PAGE>

where:

TR = The average annual total return for the period.

ERV = The ending redeemable value (reflecting deductions as described above)
of the hypothetical investment at the end of the period.

P = A hypothetical single investment of $1,000.

N = The duration of the period (in years).

Other Performance Data

GE Capital Life may disclose cumulative total return in conjunction with the
standard format described above. The cumulative total return will be calculated
using the following formula:

CTR = (ERV/P) - 1

where:

CTR = the cumulative total return for the period.

ERV = the ending redeemable value (reflecting deductions as described
above) of the hypothetical investment at the end of the period.

P = a hypothetical single investment of $1000.

Sales literature may also quote cumulative and/or average annual total return
that does not reflect the Surrender Charge. This is calculated in exactly the
same way as average annual total return, except that the ending redeemable value
of the hypothetical investment is replaced with an ending value for the period
that does not take into account any charges on withdrawn amounts.

Other non-standard quotations of Investment Subdivision performance may also be
used in sales literature. Such quotations will be accompanied by a description
of how they were calculated.

GE Capital Life may also disclose yield, standard total return, and non-standard
total return for the Investment Subdivisions, including such disclosure for
periods prior to the date of inception of the Account. For such periods,
performance data for the Investment Subdivisions will be calculated based on the
performance of the corresponding investment portfolios of the Funds and the
assumption that the Investment Subdivisions were in existence for the same
periods as those indicated for the investment portfolios, with the level of
Account and Policy charges that are currently in effect.

FEDERAL TAX MATTERS

Taxation of GE Capital Life

GE Capital Life does not expect to incur any federal income tax liability
attributable to investment income or capital gains retained as part of the
reserves under the Policies. (See "Federal Tax Matters" in the Prospectus.)
Based upon these expectations, no charge is being made currently to the Account
for federal income taxes which may be attributable to the Account. GE Capital
Life will periodically review the question of a charge to the Account for
federal income taxes related to the Account. Such a charge may be made in future
years if GE Capital Life believes that it may incur federal income taxes. This
might become necessary if the tax treatment of GE Capital Life is ultimately
determined to be other than what GE Capital Life currently believes it to be, if
there are changes made in the federal income tax treatment of annuities at the
corporate level, or if there is a change in GE Capital Life's tax status. In the
event that GE Capital Life should incur federal income taxes attributable to
investment income or capital gains retained as part of the reserves under the
Policies, the Account Value would be correspondingly adjusted by any provision
or charge for such taxes.

50
<PAGE>

If there is a material change in applicable state or local tax laws causing an
increase in taxes other than premium taxes (for which GE Capital Life currently
may impose a charge), charges for such taxes attributable to the Account may be
made.

IRS Required Distributions

In order to be treated as an annuity contract for federal income tax purposes,
section 72(s) of the Code requires any Non-Qualified Policy to provide that (a)
if any Owner dies on or after the Maturity Date but prior to the time the entire
interest in the Policy has been distributed, the remaining portion of such
interest will be distributed at least as rapidly as under the method of
distribution being used as of the date of that Owner's death; and (b) if any
Owner dies prior to the Maturity Date, the entire interest in the Policy will be
distributed (1) within five years after the date of that Owner's death, or (2)
as Income Payments which will begin within one year of that Owner's death and
which will be made over the life of the Owner's "designated beneficiary" or over
a period not extending beyond the life expectancy of that beneficiary. The
"designated beneficiary" generally is the person who will be treated as the sole
owner of the Policy following the death of the Owner, Joint Owner or, in certain
circumstances, the Annuitant. However, if the "designated beneficiary" is the
surviving spouse of the decedent, these distribution rules will not apply until
the surviving spouse's death (and this spousal exception will not again be
available). If any Owner is not an individual, the death of the Annuitant will
be treated as the death of an Owner for purposes of these rules.

The Non-Qualified Policies contain provisions which are intended to comply with
the requirements of section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. GE Capital Life intends to
review such provisions and modify them if necessary to assure that they comply
with the requirements of Code section 72(s) when clarified by regulation or
otherwise.

Other rules may apply to Qualified Policies.

GENERAL PROVISIONS

Using the Policies as Collateral

A Non-Qualified Policy can be assigned as collateral security. GE Capital Life
must be notified in writing if a Policy is assigned. Any payment made before the
assignment is recorded at GE Capital Life's Home Office will not be affected. GE
Capital Life is not responsible for the validity of an assignment. An Owner's
rights and the rights of a Beneficiary may be affected by an assignment.

A Qualified Policy may not be sold, assigned, transferred, discounted, pledged
or otherwise transferred except under such conditions as may be allowed under
applicable law.

Non-Participating

The Policy is non-participating. No dividends are payable.

Misstatement of Age or Gender

If an Annuitant's age or gender was misstated on the Policy data page, any
Policy benefits or proceeds, or availability thereof, will be determined using
the correct age and gender.

Incontestability

GE Capital Life will not contest the Policy.

Annual Statement

Within 30 days after each policy anniversary, GE Capital Life will send the
Owner an annual statement. The statement will show the Account Value, Surrender
Value and Death Benefit as of the Policy anniversary. The statement will also
show Premium Payments made and charges made during the Policy year.

51
<PAGE>

Written Notice

Any written notice should be sent to GE Capital Life at its Home Office at 2
Manhattanville Road, Purchase, New York 10577-0827 or to its Variable Annuity
Service Center at 6610 West Broad Street Richmond, VA 23230.

The Policy number and the Annuitant's full name must be included.

GE Capital Life will send all notices to the Owner at the last known address on
file with GE Capital Life.

DISTRIBUTION OF THE POLICIES

Forth Financial Securities Corporation, the principal underwriter of the
Policies, is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a broker-dealer and is member of the National
Association of Securities Dealers, Inc.

The Policies are offered to the public through brokers licensed under the
federal securities laws and state insurance laws that have entered into
agreements with Forth Financial Securities Corporation. The offering is
continuous and Forth Financial Securities Corporation does not anticipate
discontinuing the offering of the Policies. However, GE Capital Life does
reserve the right to discontinue the offering of the Policies.

LEGAL DEVELOPMENTS REGARDING EMPLOYMENT-RELATED BENEFIT PLANS

On July 6, 1983, the Supreme Court held in Arizona Governing Committee for Tax
Deferred Annuity v. Norris, 463 U.S. 1073 (1983), that optional annuity benefits
provided under an employee's deferred compensation plan could not, under Title
VII of the Civil Rights Act of 1964, vary between men and women on the basis of
sex. The Policy contains guaranteed annuity purchase rates for certain optional
payment plans that distinguish between men and women. Accordingly, employers and
employee organizations should consider, in consultation with legal counsel, the
impact of Norris, and Title VII generally, on any employment-related insurance
or benefit program for which a Policy may be purchased.

ADDITIONS, DELETIONS, OR SUBSTITUTIONS OF INVESTMENTS

GE Capital Life reserves the right, subject to compliance with applicable law,
to make additions to, deletions from, or substitutions for the shares of the
Fund portfolios that are held by the Account or that the Account may purchase.
If the shares of a portfolio are no longer available for investment or if in its
judgment further investment in any portfolio should become inappropriate in view
of the purposes of the Account, GE Capital Life reserves the right to eliminate
the shares of any of the portfolios of the Funds and to substitute shares of
another portfolio or of another open-end, registered investment company. GE
Capital Life will not substitute any shares attributable to an Owner's Account
Value in the Account without notice and prior approval of the Securities and
Exchange Commission, to the extent required by the 1940 Act or other applicable
law. Nothing contained herein shall prevent the Account from purchasing other
securities for other series or classes of policies or from permitting a
conversion between portfolios or classes of policies on the basis of requests
made by Owners.

GE Capital Life also reserves the right to establish additional Investment
Subdivisions of the Account, each of which would invest in a separate portfolio
of a Fund, or in shares of another investment company, with a specified
investment objective. New Investment Subdivisions may be established when, in
the sole discretion of GE Capital Life, marketing, tax or investment conditions
warrant, and any new Investment Subdivisions may be made available to existing
Owners on a basis to be determined by GE Capital Life. One or more Investment
Subdivisions may also be eliminated if, in the sole discretion of GE Capital
Life, marketing, tax, or investment conditions warrant.

In the event of any such substitution or change, GE Capital Life may, by
appropriate endorsement, make such changes in these and other policies as may be
necessary or appropriate to reflect such substitution or change. If deemed by GE
Capital Life to be in the best interests of persons having voting rights under
the Policies, and, if permitted by law, GE Capital Life may deregister the
Account under the 1940 Act in the event such registration is no longer required;
manage the Account under the direction of a committee; or combine the Account
with other GE Capital Life separate accounts. To the extent permitted by
applicable law, GE Capital Life may also transfer the assets of the Account
associated with the Policies to another separate account. In addition, GE
Capital Life may, when permitted by law, restrict or eliminate any voting rights
of Owners or other persons who have voting rights as to the Account.

52
<PAGE>

STATE REGULATION OF GE CAPITAL LIFE

GE Capital Life, a stock life insurance company organized under the laws of New
York, is subject to regulation by the New York Insurance Department. An annual
statement is filed with the New York Superintendent of Insurance each year
covering the operations and reporting on the financial condition of GE Capital
Life as of December 31 of the preceding year. Periodically, the Superintendent
of Insurance examines the liabilities and reserves of GE Capital Life and the
Account and certifies their adequacy, and a full examination of GE Capital
Life's operations is conducted by the New York Insurance Department at least
once every five years.

LEGAL MATTERS

Sutherland, Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain legal matters relating to federal securities laws applicable to the
issue and sale of the Policies described in this Prospectus. All matters of New
York law pertaining to the Policy, including the validity of the Policy and GE
Capital Life's right to issue the Policies under New York insurance law, have
been passed upon by J. Neil McMurdie, Associate Counsel and Assistant Vice
President of GE Capital Life.

EXPERTS

The consolidated financial statements of GE Capital Life Assurance Company of
New York and subsidiaries, and the related financial statement schedules
appearing in this Registration Statement have been audited by KPMG Peat Marwick
LLP, independent auditors, as set forth in their reports thereon appearing in
the Registration Statement and are included in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.

FINANCIAL STATEMENTS

No financial statements are presented for the Account because the Account has
not yet commenced operations.

The consolidated financial statements of GE Capital Life Assurance Company of
New York and subsidiaries included herein should be distinguished from the
financial statements of the Account (when presented) and should be considered
only as bearing on the ability of GE Capital Life to meet its obligations under
the Policy.

Such consolidated financial statements of GE Capital Life Assurance Company of
New York and subsidiaries should not be considered as bearing on the investment
performance of the assets held in the Account.

53
<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

All required financial statements are included in Part B of this
Registration Statement or will be included in a pre-effective amendment.

(b) Exhibits

(1) Resolution of Board of Directors of GE Capital Life Assurance
Company of New York ("GE Capital Life") authorizing the
establishment of the GE Capital Life Separate Account II (the
"Account")

(2) Not Applicable

(3)(i) Underwriting Agreement between GE Capital Life and Forth
Financial Securities Corporation *
(3)(ii) Dealer Sales Agreement *

(4)(i) Form of Policy
(4)(ii) Endorsements to Policy
(a) Guarantee Account Rider
(b) Trust Endorsement
(c) Pension Endorsement
(d) Joint Annuitant Endorsement
(e) Individual Retirement Annuity Endorsement
(f) 403(b) Annuity Endorsement
(g) Optional Death Benefit Rider

(5) Form of Application

(6)(i) Certificate of Incorporation of GE Capital Life *
(6)(ii) By-Laws of GE Capital Life

(7) Not Applicable

(8)(i) Participation Agreement regarding Alger American Fund *
(8)(ii) Participation Agreement regarding Federated Insurance Series *
(8)(iii) Participation Agreement regarding GE Investments Funds, Inc. *
(8)(iv) Participation Agreement regarding Janus Aspen Series *
(8)(v) Participation Agreement regarding Oppenheimer Variable Account
Funds *
(8)(vi) Participation Agreement regarding PBHG Insurance Series Fund *
(8)(vii) Participation Agreement regarding Variable Insurance Products
Fund *
(8)(viii) Participation Agreement regarding Variable Insurance Products
Fund II *
(8)(iv) Participation Agreement regarding Variable Insurance Products
Fund III *

(9) Opinion and Consent of Counsel *

(10)(i) Consent of Sutherland, Asbill & Brennan, L.L.P. * (10)(ii)
Consent of Independent Auditors *

(11) Not Applicable

(12) Not Applicable

(13) Not Applicable

(14) Power of Attorney

<PAGE>

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

* To be filed by Pre-Effective Amendment.

Item 25. Directors and Officers of GE Capital Life

<TABLE>
<CAPTION>
Name Address Positions and Offices with Depositor
<S> <C>
Barry J. Grossman American Mayflower President and Chief Executive Officer
2 Penn Plaza
New York, NY 10121

Marshall S. Belkin 345 Kear Street Director
Yorktown Heights, NY
10598

Donald W. Britton First Colony Life Director
700 Main Street
P.O. Box 1280
Lynchburg, VA 24505

Richard I. Byer Clark & Pope, Inc. Director
317 Madison Avenue
New York, NY 10017

Ronald V. Dolan First Colony Life Chairman of the Board
700 Main Street
P.O. Box 1280
Lynchburg, VA 24505

Bernard M. Eiber 55 Northern Blvd. Director
Room 302
Great Neck, NY 11021

Jerry S. Handler Handro Properties Director
151 West 40th St.
New York, NY 10018

Stephen P. Joyce CSIG Stamford Director
Headquarters
777 Long Ridge Rd,
Bldg. B
Stamford, CT 06927

Ray M. Perisho Union Fidelity Life Director
4850 Street Rd.
Trevose, PA 19049

Leon E. Roday GE Capital-CSIG Senior Vice President and General Counsel
6604 West Broad St.
Richmond, VA 23230

Paul E. Rutledge III Life of Virginia Director
6610 W. Broad St.
Richmond, VA 23230

Ididore Sapir Granit Apartments at Director
the Granit, (apt 756)
PO Box 657
Kerhonkson, NY 12446

Thomas A. Skiff GE Capital Director
GECA-LTC
1650 Los Gamos Dr.
San Rafael, CA 94903

Steven A. Smith First Colony Director
700 Main Street
P.O. Box 1280
Lynchburg, VA 24505

George T. Stewart First Colony Director
700 Main Street 24504
P.O. Box 1280
Lynchburg, VA 24505

Geoffrey S. Stiff GECA Director
c/o First Colony Life
700 Main St.
P.O. Box 1280
Lynchburg, VA 24505

Gerald A. Kaufman 33 Walt Whitman Rd. Director
Suite 233
Huntington Station, NY
11746

Thomas W. Casey Vice President and Chief Financial Officer

Stephen N. DeVos Vice President and Controller
- -----------------------------------------------------------------------------------------------------
</TABLE>

Item 26. Persons Controlled by or Under Common Control With the Depositor or
Registrant

The following chart identifies the persons controlled by or under common control
with the Depositor or the Registrant.

<PAGE>

ORGANIZATIONAL CHART

GENERAL ELECTRIC
COMPANY
|
(100%)
|
GENERAL ELECTRIC
CAPITAL SERVICES, INC.
|
(100%)
|
GENERAL ELECTRIC
CAPITAL CORPORATION
|
(100%)
|
GE FINANCIAL ASSURANCE
HOLDINGS, INC.
|
(100%)
|
GNA CORPORATION
|
(100%)
|
GENERAL ELECTRIC
CAPITAL ASSURANCE COMPANY
|
(100%)
|
GREAT NORTHERN
INSURED ANNUITY CORPORATION
|
(48%)
|
GE CAPITAL LIFE
ASSURANCE COMPANY OF NEW YORK
(52% owned by General Electric Capital
Assurance Company)

Item 27. Number of Policyowners

Not applicable

Item 28. Indemnification

The Bylaws of GE Capital Life provides that:

(a) See Exhibit (6)(ii) - Article VIII

* * *

<PAGE>

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

Item 29. Principal Underwriters

(a) Forth Financial Securities Corporation is the principal underwriter of the
Policies as defined in the Investment Company Act of 1940.

(b)
Name Positions and Offices with Depositor
Scott R. Reeks Director, President, Treasurer and Compliance Officer
Linda L. Lanam Secretary
William E. Daner, Jr. General Counsel & Director
Robert D. Chinn Director
John L. Knowles Director
Scott A. Curtis Director

* The principal business address of all listed above is 6610 West Broad Street,
Richmond, Virginia 23261.

Item 30. Location of Accounts and Records

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and the rules under it are maintained by GE
Capital Life at its executive offices.

Item 31. Management Services

All management Policies are discussed in Part A or Part B of this Registration
Statement.

Item 32. Undertakings

(a) Registrant undertakes that it will file a post-effective amendment to this
Registration Statement as frequently as necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity Policies may be accepted.

(b) Registrant undertakes that it will include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

(c) Registrant undertakes to deliver any Statement of Additional Information and
any financial statements required to be made available under this Form promptly
upon written or oral request to GE Capital Life at the address or phone number
listed in the Prospectus.

<PAGE>

SECTION 403(b) REPRESENTATIONS

GE Capital Life represents that in connection with its offering of Policies as
funding vehicles for retirement plans meeting the requirements of Section 403(b)
of the Internal Revenue Code of 1986, it is relying on a no-action letter dated
November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88)
regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of
1940, and that paragraphs numbered (1) through (4) of that letter will be
complied with.

SECTION 26(e)(2)(A) REPRESENTATION

GE Capital Life hereby represents that the fees and charges deducted under the
Policy, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by GE Capital Life.

(1)
Resolution of Board of Directors of GE Capital Life
Assurance Company of New York ("GE Capital
Life") authorizing the establishment of the GE
Capital Life Separate
Account II (the "Account")

<PAGE>

WRITTEN CONSENT RESOLUTION IN LIEU OF SPECIAL MEETING OF THE
BOARD OF DIRECTORS
OF
GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

The undersigned, being the duly appointed Directors of GE Capital Life Assurance
Company of New York (the "corporation"), hereby take the following action by
unanimous written consent in lieu of a meeting pursuant to Section 708 of the
New York Business Corporation Law:

"RESOLVED, that the corporation, pursuant to the provisions of Section 4240 of
the New York Insurance Law, does hereby establish a Separate Account (the
"Separate Account"), designated Separate Account I, for the following uses and
purposes and subject to the following conditions:

FURTHER RESOLVED, that the Separate Account shall be established for the purpose
of providing for the issuance of modified guaranteed annuities, market value
adjusted annuities and/or market value adjusted portions of variable annuities
(the "Contracts") whose amounts are allocated to the Separate Account. The Board
of Directors contemplates, but does not require, that the Separate Account shall
be a "non-unitized" Separate Account, in which the contract owners or
participants will not participate in the performance of the assets of the
Separate Account through unit values or otherwise.

FURTHER RESOLVED, that the income, gains, and losses whether or not realized,
from assets allocated to the Separate Account shall, in accordance with the
Contracts, be credited to or charged against the Separate Account without regard
to other income, gains or losses of the corporation. If and to the extent so
provided in the Contracts, and only if so provided, assets in the Separate
Account shall not be chargeable with liabilities arising out of any other
business of the corporation.

FURTHER RESOLVED, that the officers of the corporation be, and that they hereby
are, authorized and empowered to take all action necessary to (a) register the
Separate Account under the Investment Company Act of 1940, as amended, if
necessary; (b) register the Contracts or Separate Account interests, if
necessary, in such amounts as the officers of the Corporation shall from time to
time deem appropriate under the Securities Act of 1933; (c) apply for such
exemptions from, and other orders pursuant to, the Investment Company Act of
1940 as the officers of the corporation shall deem necessary or desirable; (d)
take other action necessary or desirable to comply with the Investment Company
Act of 1940, the Securities Exchange Act of 1934, the Securities Act of 1933 and
all other applicable state and federal laws in connection with offering said
Contracts and the operation of the Separate Account.

FURTHER RESOLVED, that the assets in the Separate Account shall be invested in
accordance with applicable law and the Contracts.

FURTHER RESOLVED, that the fiscal year of the Separate Account shall be the same
as the fiscal year of the corporation.

FURTHER RESOLVED, that the officers of the corporation be, and hereby are,
authorized and empowered to perform all such actions and do all such things as
may in their judgment and discretion be deemed necessary or desirable to give
full effect to this resolution and intent and purpose of the same so as to
enable the corporation to establish the Separate Account and issue the
Contracts, including, without limitations (a) the preparation and execution of
service agreements, underwriting agreements, custodian agreements and such other
agreements and documents respecting such Separate Account as they may deem
necessary or desirable; (b) the determination of the jurisdictions in which
appropriate action shall be taken to obtain the requisite qualification,
registration and/or authorization for the sale of such Contracts as such
officers may deem advisable, and to take all steps reasonable and necessary,
including the execution of documents on behalf of the corporation, to obtain
such qualification, registration and/or authorization."

"RESOLVED, that the corporation, pursuant to the provisions of Section 4240 of
the New York Insurance Law, does hereby establish a Separate Account (the
"Separate Account"), designated Separate Account II, for the following uses and
purposes and subject to the following conditions:

FURTHER RESOLVED, that the Separate Account shall be established for the purpose
of providing for the issuance of variable annuity contracts (the "Contracts")
which shall provide that part or all of the payments and benefits will reflect
the investment experience of one or more designated underlying securities.

<PAGE>

FURTHER RESOLVED, that the assets in the Separate Account shall be invested in
accordance with applicable law and the Contracts.

FURTHER RESOLVED, that the fiscal year of the Separate Account shall be the same
as the fiscal year of the corporation.

DATED this 1st day of April, 1996

_/s/PATRICK E. WELCH /s/GEOFFREY S. STIFF
Patrick E. Welch Geoffrey S. Stiff

/s/HANS L. CARSTENSEN III /s/KENNETH F. STARR
Hans L. Carstensen, III Kenneth F. Starr

/s/CHARLES A. KAMINSKI /s/VICTOR C. MOSES
Charles A. Kaminski Victor C. Moses

/s/DAVID W. HOYLE /s/RICHARD W. KIMBALL
David W. Hoyle Richard W. Kimball

/s/CHARLES E. ROSNER /s/VINCENT J. GALLO
Charles E. Rosner Vincent J. Gallo

/s/STEPHEN P. JOYCE /s/LAURENCE M. RICHMOND
Stephen P. Joyce Laurence M. Richmond

(4)(i)
Form of Policy

<PAGE>

INDIVIDUAL DEFERRED VARIABLE

ANNUITY POLICY

FLEXIBLE PURCHASE PAYMENTS

GE Capital Life Assurance Company of New York ("GE Capital
Life") agrees to pay annuity benefits as provided in this
policy.

This policy is a legal contract between you and GE Capital
Life. The Owner should hold the original of this policy.
Please read this policy carefully.

TEN DAY FREE LOOK: Within 10 days of the date of receipt of
this policy by the Owner, it may be canceled by delivering
or mailing it to GE Capital Life at its Home Office or to
the agent through whom it was purchased. GE Capital Life
will refund the Account Value (without reduction for any
surrender charges) plus any amount deducted from the premium
payments. No transfers or partial surrenders may be made
during the Free-Look period.

INCOME PAYMENTS, SURRENDER VALUES AND THE DEATH BENEFIT
DESCRIBED IN THIS POLICY, ARE BASED ON INVESTMENT EXPERIENCE
OF THE SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED
AS TO DOLLAR AMOUNT.

For GE Capital Life Assurance Company of New York

PRESIDENT SECRETARY

o Individual Deferred Variable Annuity Policy Income payments
o beginning at maturity Nonparticipating Some values and
o benefits reflect investment results

GE Capital Life Assurance
Company of New York
-----------------------
The Centre at Purchase
2 Manhattanville Road
Main P.O. Box 827
Purchase, NY 10577-0827

<PAGE>

POLICY DATA

SCHEDULE OF BENEFITS SCHEDULE OF PREMIUMS
AMOUNT PAYABLE
ANNUITY $[10,000.00] INITIAL PREMIUM

INITIAL PREMIUM: $[10,000.00]
MINIMUM ADDITIONAL PREMIUM: $[1,000.00]
MINIMUM PORTION OF PREMIUM ALLOCATED
TO EACH INVESTMENT SUBDIVISION: [1]%

CHARGES:
ANNUAL POLICY MAINTENANCE CHARGE: $25.00
MORTALITY AND EXPENSE CHARGE: 1.25% ANNUALLY (.003446% DAILY)
ADMINISTRATIVE EXPENSE CHARGE: 0.15% ANNUALLY (.000411% DAILY)
TRANSFER CHARGE: $10.00
[ANNUAL DEATH BENEFIT CHARGE:] 0.10%

OWNER [JOHN DOE]

JOINT OWNER [N/A]

ANNUITANT [JOHN DOE] [MALE] [35-AGE LAST BIRTHDAY]
POLICY NUMBER [00000000]

POLICY DATE [OCTOBER 1, 1996]

THE SMALLEST ANNUAL INVESTMENT RETURN ON ASSETS OF THE SEPARATE ACCOUNT REQUIRED
TO MAINTAIN NONDECREASING VARIABLE INCOME PAYMENTS IS 4.47%, FOR PAYMENTS WITH
AN ASSUMED INTEREST RATE OF 3%.

<PAGE>

POLICY NUMBER [00000000]
GE CAPITAL LIFE SEPARATE ACCOUNT II
INVESTMENT SUBDIVISIONS ARE INVESTED IN
THE ALGER AMERICAN FUND
AAF SMALL CAPITALIZATION ALGER AMERICAN SMALL CAPITALIZATION
PORTFOLIO
AAF GROWTH ALGER AMERICAN GROWTH PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
FID EQUITY - INCOME EQUITY - INCOME PORTFOLIO
FID GROWTH GROWTH PORTFOLIO
FID OVERSEAS OVERSEAS PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
FID ASSET MANAGER ASSET MANAGER PORTFOLIO
FID CONTRAFUND CONTRAFUND PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND III
FID GROWTH AND INCOME GROWTH & INCOME PORTFOLIO
FID GROWTH OPPORTUNITIES GROWTH OPPORTUNITIES PORTFOLIO
FEDERATED INSURANCE SERIES
FED UTILITY II FEDERATED UTILITY FUND II
FED HIGH INCOME BOND II FEDERATED HIGH INCOME BOND FUND II
FED AMERICAN LEADERS II FEDERATED AMERICAN LEADERS FUND II
JANUS ASPEN SERIES
JAN BALANCED BALANCED PORTFOLIO
JAN FLEXIBLE INCOME FLEXIBLE INCOME PORTFOLIO
JAN GROWTH GROWTH PORTFOLIO
JAN AGGRESSIVE GROWTH AGGRESSIVE GROWTH PORTFOLIO
JAN WORLDWIDE GROWTH WORLDWIDE GROWTH PORTFOLIO
JAN INTERNATIONAL GROWTH INTERNATIONAL GROWTH PORTFOLIO
JAN CAPITAL APPRECIATION CAPITAL APPRECIATION PORTFOLIO
GE INVESTMENTS FUNDS INC.
GEI MONEY MARKET MONEY MARKET FUND
GEI INCOME INCOME FUND
GEI S&P 500 INDEX * S&P 500 INDEX FUND
GEI TOTAL RETURN TOTAL RETURN FUND
GEI INTERNATIONAL EQUITY INTERNATIONAL EQUITY FUND
GEI REAL ESTATE SECURITIES REAL ESTATE SECURITIES FUND
GEI GLOBAL INCOME GLOBAL INCOME FUND
GEI VALUE EQUITY VALUE EQUITY FUND
OPPENHEIMER VARIABLE ACCOUNT FUNDS
OPP HIGH INCOME OPPENHEIMER HIGH INCOME FUND
OPP BOND OPPENHEIMER BOND FUND
OPP CAP APPRECIATION OPPENHEIMER CAPITAL APPRECIATION FUND
OPP GROWTH OPPENHEIMER GROWTH FUND
OPP MULTI STRATEGIES OPPENHEIMER MULTIPLE STRATEGIES FUND
PBHG INSURANCE SERIES FUND, INC.
PIL GROWTH II GROWTH II PORTFOLIO
PIL LARGE CAP GROWTH LARGE CAP GROWTH PORTFOLIO

GUARANTEE ACCOUNT FOR ONE YEAR

YOU MAY ALLOCATE YOUR ACCOUNT VALUE TO AS MANY AS [TEN] INVESTMENT SUBDIVISIONS.
CONSULT THE 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.

NY1066-S1 6/97 POLICY DATA PAGE - 2

<PAGE>

POLICY NUMBER: [00000000]

TABLE OF SURRENDER CHARGES

YEARS SURRENDER CHARGE PERCENTAGE
1 6%
2 6%
3 6%
4 6%
5 4%
6 2%
7 AND LATER 0%

NY1066-S1 6/97 POLICY DATA PAGE - 3

<PAGE>

TABLE OF CONTENTS

Policy Data 3
Introduction 4
Owner, Annuitant and Beneficiary Provisions 5
Death Provisions 6
Premium Payments 7
Income Benefit 8
Account Value Benefits 8
Separate Account 10
General Information 13
Optional Payment Plans 14
Copies of any application, riders and endorsements follow on page 17.

Word Index

Account Value 8 Optional Payment Plans 14-17
Allocation of Premiums 8 Owner 5
Annual Statement 13 Ownership Change 5
Beneficiary 5 Premiums 7
Beneficiary Change 5 Separate Account 10
Death Benefit 6 Surrender 9
Investment Subdivisions 11 Surrender Value 9
Misstatement of Age or Gender 13 Transfers 12
Notices 13 Unit Value 11

INTRODUCTION

This is a flexible premium variable deferred annuity policy. In return for
premium payments and any application, we provide certain benefits.

As used in this policy, you or yours refers to the Owner or Owners. We, us or
ours refers to GE Capital Life Assurance Company of New York. The Owner and the
Annuitant are shown on the policy data page.

Person, as used in this policy is a human being, a trust, a corporation or any
other legally recognized entity.

This policy provides an income benefit beginning on the maturity date. The
amount of income benefit will depend on:

The maturity value;
The amount of any applicable premium tax;
The Annuitant's gender and settlement age on the maturity date; and The payment
plan chosen.

Depending upon the conditions described in the Death Provisions section, this
policy provides for either the payment of a death benefit or the continuation of
this policy at the death of the Owner, Joint Owner or Annuitant prior to the
maturity date.

This Policy and Its Parts

This policy 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 our President or one of our Vice Presidents can give our
approval. PLEASE READ YOUR POLICY CAREFULLY.

Policy means this policy with any attached application and any riders and
endorsements. All statements in any application are considered representations
and not warranties.

We reserve the right to amend this policy as needed to maintain its status as an
annuity under the Internal Revenue Code. If the policy is amended, we will send
you a copy of the amendment, together with the applicable regulation, ruling or
other requirement imposed by the Internal Revenue Service which requires such
amendment.

<PAGE>

Age

Age on the policy date or on a policy anniversary prior to the date payments
begin means the person's age on his or her last birthday.

Policy Date

This policy goes into effect on the policy date shown on the policy data page.
Policy years and anniversaries for the initial premium are measured from this
date. Years for determining charges related to additional premiums are measured
from the date of receipt of each additional premium.

Maturity Date

The maturity date is the date on which we start payment of income benefits if
the Annuitant is still living. The normal maturity date shall be the policy
anniversary which immediately follows the Annuitant's 90th birthday. You may
select an earlier maturity date by sending us written notice.

If you change the maturity date, maturity date will then be the maturity date
you selected.

OWNER, ANNUITANT AND BENEFICIARY PROVISIONS

The Owner

The Owner or Joint Owners are shown in this policy. Joint Owners own the policy
equally with the right of survivorship. Right of survivorship means that if a
Joint Owner dies, his or her interest in this policy will pass to the surviving
Joint Owners. Disposition of this policy upon death of an Owner is subject to
the Death Provisions.

An Owner or Joint Owner has rights while this policy is in force, subject to the
rights of any beneficiary named irrevocably, and any assignee under an
assignment filed with us.

The Annuitant

The Annuitant is the person upon whose age and gender guaranteed income benefits
are determined. This policy names you or someone else as the Annuitant. The
Contingent Annuitant, if any, is shown in the application if attached to this
policy. If an application is not attached and you wish to name a Contingent
Annuitant, you may do so by sending a written request to our home office. At the
death of the Annuitant prior to the maturity date, the Cxontingent Annuitant, if
any, may become the Annuitant in certain circumstances, (see Death Provisions).
If no Contingent Annuitant is alive, the Owner (if a natural person, otherwise,
the Joint Owner, if a natural person) will be the Contingent Annuitant.

The Beneficiary

The Primary Beneficiary and any Contingent Beneficiaries are shown in the
application if attached to this policy. If an application is not attached and
you wish you wish to name a Primary or Contingent Beneficiary(ies), you may do
so by sending a written request to our home office.

Changing the Owner, Contingent Annuitant or Beneficiary

During the Annuitant's life, you can change an Owner, the Contingent Annuitant
and any Beneficiary if you reserved this right. A person named irrevocably may
be changed only with that person's written consent. To make a change, send a
written request to our home office. The request and the change must be in a form
satisfactory to us. The change will take effect as of the date you sign this
request. The change will be subject to any payment we make before we record the
change. Except as described above, the Annuitant cannot be changed.

<PAGE>

DEATH PROVISIONS

Designated Beneficiary

If the Owner, Joint Owner or the Annuitant dies while this policy is in force
and before income payments begin, the Designated Beneficiary will be treated as
the sole owner of this policy following such a death, subject to the
distribution rules set forth below. The Designated Beneficiary will be the
person first listed below who is alive or in existence on the date of the death
of the Owner, Joint Owner or the Annuitant:

(1) Owner
(2) Joint Owner
(3) Primary Beneficiary
(4) Contingent Beneficiary
(5) Owner's Estate

If Joint Owners both survive, they will become the Designated Beneficiary
together.

Distribution Rules

The following distribution rules will apply if the Owner, Joint Owner or the
Annuitant dies before income payments begin.

If the Designated Beneficiary is someone other than the surviving spouse of the
deceased Owner, Joint Owner or Annuitant, no further premium payments will be
accepted and we will pay the Surrender Value to, or for the benefit of, the
Designated Beneficiary. That payment will be made in one lump sum upon receipt
of due proof of death. Instead or receiving that distribution, the Designated
Beneficiary may elect:

(a) to receive the Surrender Value at any time during the five year period
following the date of death of the Owner, Joint Owner or Annuitant by
partially or totally surrendering the policy during that period; or
(b) to apply the entire Surrender Value under Optional Payment Plan 1 or 2 with
the first payment to the Designated Beneficiary being made no later than
one year after the date of death of the Owner, Joint Owner or Annuitant,
and with payment being made over the life of the Designated Beneficiary or
over a period not exceeding the Designated Beneficiary's life expectancy.

If the entire Surrender Value has not been paid to the Designated Beneficiary by
the end of the five year period following the date of death of the Owner, Joint
Owner or Annuitant and payments have not begun in accordance with (b) above,
this policy will terminate at the end of that five-year period, and we will pay
any remaining Surrender Value to, or for the benefit of, the Designated
Beneficiary. If the Designated Beneficiary dies before the required payments
have been made, the Designated Beneficiary will not be treated as an Owner of
the policy for purposes of these Death Provisions, and any remaining payments we
make will be made to the person named by the Designated Beneficiary in writing
or, if no person is so named, the estate of the Designated Beneficiary.

If the Designated Beneficiary is the surviving spouse of the deceased Owner,
Joint Owner or Annuitant, the surviving spouse may continue this policy as the
Owner. In addition, that person will also become the Annuitant if the deceased
was the Annuitant, there is no surviving Contingent Annuitant and this policy
has not been surrendered for the death benefit which is available at the
Annuitant's death under the conditions set forth below. On the surviving
spouse's death, the entire interest in the policy will be paid within 5 years of
such spouse's death to the Beneficiary named by the surviving spouse (and if no
Beneficiary is named, such payment will be made to the surviving spouse's
estate).

If there is more than one Designated Beneficiary, each Designated Beneficiary
will be treated separately according to that Designated Beneficiary's portion of
this policy for purposes of this Death Provisions section.

<PAGE>

These Distribution Rules will not apply at the death of the Annuitant if all of
the following conditions exist:

o the Annuitant was not also an Owner of this policy;
o all owners of this policy are natural persons; and
o a Contingent Annuitant survives.

Optional Death Benefit at Death of Annuitant

If the death of the Annuitant occurs before income payments begin, the
Designated Beneficiary may surrender the policy for the Death Benefit within 90
days of the date of such death. If this optional death benefit is paid, the
policy will terminated, and we will have no further obligation under the policy.

The Death Benefit will be the greater of:

The minimum death benefit described below; or
The Account Value of the policy on
the date we receive proof of the Annuitant's death.

During the first six policy years, and subsequently if the Annuitant was age 81
or older on the policy date, the minimum death benefit is the total premiums
paid reduced for any partial surrenders.

During the subsequent six-year period, if the Annuitant was age 80 or younger on
the policy date, the minimum death benefit will be the Death Benefit on the last
day of the previous six-year period plus any premium paid since then, reduced
for any partial surrenders since then.

If the surrender occurs more than 90 days after the Annuitant's death, the
Surrender Value will be payable instead of the Death Benefit. If this policy is
not surrendered, it will remain in force subject to the preceding provisions.

Payment of Benefits

Instead of receiving payment in a lump sum, the Designated Beneficiary may elect
to receive proceeds under Optional Payments Plan 1 or 2 with the first payment
to the Designated Beneficiary being made no later than one year after the date
of death of the Owner, Joint Owner or Annuitant. Payments will be made over the
life of the Designated Beneficiary or over a period not exceeding the Designated
Beneficiary's life expectancy.

Payment of Benefits After Income Payments Have Begun

If the Owner, Joint Owner, or the Annuitant dies while this policy is in force
and after income payments have begun, or if a Designated Beneficiary receiving
income payments dies after the date income payments have begun, payments made
under this policy will be made at least as rapidly as under the method of
distribution in effect at the time of such death, notwithstanding any other
provision of this policy.

PREMIUM PAYMENTS

The initial premium is due on the policy date.

Additional Premium Payments

You may make additional premium payments at any time before the maturity date.
The minimum amount of each additional premium payment is shown on the policy
data page.

When and Where to Pay Premiums

Each premium is payable in advance. Pay each premium to our home office. Make
any checks or money orders payable to GE Capital Life Assurance Company of New
York.

<PAGE>

Allocation of Premiums

You may allocate premiums to one or more Investment Subdivisions of the Separate
Account, up to the maximum number shown in the policy data page. The portion of
each premium that must be allocated to any particular Investment Subdivision is
also shown on the policy data page.

Premiums will initially be allocated in accordance with the allocations
requested by you. You may change the allocation of later premiums at any time,
without charge, by sending a written notice to us at our home office. The
allocation will apply to premiums received after we record the change.

INCOME BENEFITS

We will pay you an income benefit for a guaranteed minimum period beginning on
the maturity date if the Annuitant is still living. The income benefit will be a
variable income payment similar to that described in the provision titled
"Variable Income Options" under the Optional Payment Plans section. Payments
will be made under a Life Income with 10 Years Certain plan, unless you choose
otherwise.

Under the Life Income with 10 Years Certain plan, if the Annuitant lives longer
than 10 years, payments will continue for his or her life. If the Annuitant dies
before the end of ten years, the remaining payments for the ten year period will
be discounted at the same rate used to calculate the income benefit. The
discounted amount will be paid in one lump sum to you.

At any time, while the Annuitant is living, and before the maturity date, you
may choose to change the payment plan by written request. If you do choose a
different plan, the income benefit will reflect the plan chosen. Payment plans
which base payments on the life or lives of one or more individuals will base
such payment on the life of the Annuitant or the Annuitant and an additional
individual. You may elect to receive the maturity value in a lump sum instead of
receiving an income benefit. If we pay the maturity value, we will have no
further obligation under this policy.

The maturity value is equal to the Surrender Value on the day immediately
preceding the maturity date.

The initial income payment under a Life Income with 10 Years Certain plan,
payable monthly, is calculated by multiplying (a) times (b), divided by (c)
where:

(a) is the monthly payment rate per $1000, shown under the Optional Payment
Plans for Life Income with 10 years Certain, using the gender and
settlement age of the Annuitant, instead of the payee, on the maturity
date;

(b) is the maturity value; and

Annuity payments will be made monthly unless quarterly, semi-annual or annual
payments are chosen by written request. However, if any payment made more
frequently than annually would be or becomes less than $20, we reserve the right
to reduce the frequency of payments to an interval that would result in each
payment being at least $20. If the annual payment payable at maturity is less
than $20, we will pay the maturity value and the policy will terminate effective
as of the maturity date.

ACCOUNT VALUE BENEFITS

The Account Value of this policy is equal to the account value allocated to the
Investment Subdivisions of the Separate Account.

On the date the initial premium is received and accepted, the Account Value
equals the initial premium. At the end of each valuation period after such date,
the Account Value allocated to each Investment Subdivision of the Separate
Account is (a) plus (b) plus (c) minus (d) minus (e) minus (f), where:

(a) 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 period;

(b) is premium payments received during the current valuation period;

(d) is Account Value transferred out of the Investment Subdivision during
the current valuation period;

(e) is any partial surrender made from the Investment Subdivision during the
current valuation period;

(f) is any applicable premium tax deductions.

<PAGE>

In addition, after the policy date whenever a valuation period includes the
policy anniversary day, the Account Value at the end of such period is reduced
by the Annual Policy maintenance Charge allocated to the Account Value in the
Investment Subdivision for that policy anniversary day. This charge will be
allocated among the Investment Subdivisions of the Separate Account in the same
proportion that this policy's Account Value in each Investment Subdivision bears
to the total Account Value in all Investment Subdivisions at the beginning of
the policy year.

Annual Policy Maintenance Charge

There will be a charge made each year for maintenance of this policy. This
charge is made once each policy year against the Account Value allocated to the
Separate Account. The charge for a policy year will be made at the earlier of
the next policy anniversary or the date this policy is surrendered. The amount
of this charge is shown on the policy data page. We will waive this charge if
the Account Value exceeds $75,000 at the time the charge is due.

Surrender

You can fully or partially surrender this policy by sending a written request to
our home office. We must receive the request before income benefit payments
begin. You may be required to pay a surrender charge, this charge will be
deducted from the amount surrendered.

Full Surrender. You must send us your policy with your request for a full
surrender. The amount payable is the Surrender Value. The Surrender Value of
this policy is the Account Value on the date we receive your written request for
surrender in our home office, less any surrender charge.

Partial Surrender. You may make a partial surrender from the Account Value of
this policy at any time. The amount of a partial surrender may not be less than
$500 or reduce the Account Value to less than $5000. The amount payable will be
the amount of the partial surrender less any surrender charge.

You may tell us how to deduct the partial surrender from the Investment
Subdivisions of the Separate Account. If you do not, the partial surrender will
be deducted from each Investment Subdivision in the same proportion that this
policy's Account Value in that Investment Subdivision bears to the total Account
Value in all Investment Subdivisions on the date we receive the request in our
home office.

Surrender Charge

All or part of the amount surrendered may be subject to a surrender charge.
The amount subject to a charge is the lesser of (a) or (b), where:

(a) is the amount surrendered

(b) is the total premiums, less the total of all surrender amounts
previously allocated to premium payments.

The surrender charge will be the applicable percentage(s) of the amounts subject
to a charge. For purposes of determining the applicable percentage(s), surrender
amounts that are subject to charge will be allocated to remaining premium
payments in the order that the premium payments were received. Remaining premium
payments are the premium payments, less the amount of any surrenders previously
allocated to them. The applicable percentage for each premium payment is found
on the policy data pages in the Table of Surrender Charges next to the number
representing the number of full and partially completed years since the premium
payment.

Reduced Charges on Certain Surrenders. Surrender charges will be reduced for the
first surrender in each policy year. If the first surrender of the policy year
is a partial surrender of 10% of the Account Value, or less, the amount
surrendered will not be subject to a charge.

If the first surrender of the policy year is a full surrender, or a partial
surrender of more than 10% of the Account Value, the amount of the surrender
that is subject to a charge will be reduced by 10% of the Account Value.

There will be no surrender charge if you chose one of the following Optional
Payments Plans:

o Plan 1;
o Plan 2 for a period of 5 or more years; or
o Plan 5

<PAGE>

Postponement of Payments

We will usually pay any amounts payable as a result of full or partial
surrenders within seven days after we receive written request in our home
office, in a form satisfactory to us. We will usually pay any proceeds payable
as a result of death within seven days after we receive due proof of death.
Payment of any amount payable on surrender, partial surrender or death may be
postponed whenever:

o the New York Stock Exchange is closed other than customary weekend 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 practical or it is not reasonably practical to determine the
value of 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 is drawn.

SEPARATE ACCOUNT

The Separate Account named in the policy data pages will be used to support the
operation of this policy and certain other variable annuity policies we may
offer. We will not allocate assets to the Separate Account to support the
operation of any policy or policies that are not variable annuities.

We own assets in the Separate Account. However, these assets are not part of our
general account. Income, gains or losses, whether or not realized, from assets
allocated to the Separate Account will be credited to or charged against the
Separate Account without regard to our other income, gains or losses.

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 State of New York which
regulates the operations of insurance companies incorporated in New York. The
investment policy of the Separate Account will not be changed without the
approval of the Insurance Commissioner of the State of New York. The approval
process is on file with the New York Insurance Commissioner.

The Separate Account is divided into Investment Subdivisions. The Investment
Subdivisions are named in the policy data pages. We reserve the right to remove
any Investment Subdivisions of the Separate Account, or to add new Investment
Subdivisions. Each Investment Subdivision of the Separate Account will invest in
shares of a mutual fund, or of a portfolio of a series type of mutual fund named
in the data pages. You determine the percentage of premiums which will be
allocated to each Investment Subdivision.

You will share only the income, gains and losses of the Investment Subdivisions
to which your premium payments have been allocated.

The portion of the assets of the Separate Account which equal the reserves and
other policy liabilities of the policies 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.

We also have the right, subject to compliance with applicable law, to make
additions to, deletions from, or substitutions for the shares or a mutual fund
portfolio that are held by the Separate Account or that the Separate Account may
purchase. We reserve the right to eliminate the shares of any portfolio named in
the data pages, and to substitute shares of another portfolio, if the shares of
the portfolio are no longer available for investment or if in our judgement
further investment in the portfolio should become inappropriate in view of the
purposes of the Separate Account. 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.

We also reserve the right to 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. If this type of transfer is made, the term
Separate Account, as used in this policy, shall then mean the Separate Account
to which the assets were transferred.

When permitted by law, we also reserve the right to:

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

o manage the Separate Account under the direction of a committee;

o restrict or eliminate any voting rights of Owners, or other persons who
have voting rights as to the Separate Account; and

o combine the Separate Account with other accounts.

We will value the assets of Separate Account each business day.

We will value the assets in the Separate Account at their fair market value in
accordance with accepted accounting practices and applicable laws and
regulations.

<PAGE>

Unit Value

Each Investment Subdivision has a Unit Value. When premiums or other amounts are
transferred into an Investment Subdivision, a number of Units are purchased
based on the subdivision's Unit Value for the valuation period during which the
transfer is made. When amounts are transferred out of an Investment Subdivision,
Units are redeemed in a similar manner. The Unit Value for a valuation period
applies to each day in the period. Before income payments begin, Unit Values are
referred to as Accumulation Unit Values. Once income payments have begun, they
are referred to as Annuity Unit Values.

For each Investment Subdivision, the Accumulation Unit Value for the first
valuation period was $10. The Accumulation Unit Value for each subsequent period
is the Net Investment Factor for that period, multiplied by the Accumulation
Unit Value for the immediately preceding period.

For each Investment Subdivision, the Annuity Unit Value for the first valuation
period was $10. The Annuity Unit Value for each subsequent period is (a) times
(b) times (c), where:

(a) result adjustment the Net Investment Factor for that period;

(b) is the Annuity Unit Value for the preceding period; and

The investment result adjustment factor recognizes the assumed interest rate
used in determining the income payment amounts. The payment rates in the Plan 1
Table are based on an assumed interest rate of 3% per annum.

Annuity Unit Values are determined separately for each assumed interest rate
available under this policy. You can select the assumed interest rate used to
provide variable income payments from any that are available on the policy date.
If you do not choose an assumed interest rate, 3% will be used. Only one assumed
interest rate can be elected. You can change the assumed interest rate before
the time income payments begin to any assumed interest rate available at the
time you make the change.

Each valuation period includes a business day and any non-business day or
consecutive non-business days immediately preceding it. Assets are valued at the
close of the business day. A business day is any day the New York Stock Exchange
is open for trading, or any day in which there is a material change in the value
of the assets in the Separate Account.

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:

(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

(b) is the value of the assets at the end of the preceding valuation period; and

(c) is a factor representing the charge for mortality and expense risks we
assume and for administrative expenses. The annual rate for these charges is
shown on the policy data page.

Transfers Before Income Payments Begin

You may transfer amounts among the Investment Subdivisions of the Separate
Account be sending a written request to us at our home office. 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 a calendar
month. The amount of the transfer is shown on the policy data page. 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 transfer to
twelve each calendar year or, if it is necessary for this policy to continue to
be treated as an annuity policy by the IRS, a lower number. Also, we reserve the
right to refuse to execute any transfer if any of the Investment Subdivisions
which would be affected by the transfer is unable to purchase or redeem shares
of the mutual fund in which the Investment Subdivision invests. The transfer
will be effective as of the end of the valuation period during which we receive
your request at our home office. If the amount of your Account Value remaining
in an Investment Subdivision after the transfer is less than $100, we will
transfer the amount remaining in addition to the amount requested. We will not
allow a transfer into any Investment Subdivision unless the Account Value of
that Investment Subdivision after the transfer is at least $100.

<PAGE>

Transfers After Variable Income Payments Begin

If income payments are made under one of the Variable Income Options you may
transfer Annuity Units among the Investment Subdivisions of the Separate Account
by sending a written request to us at our home office. You may make one transfer
in each calendar year. We reserve the right to limit the number of transfers if
it is necessary for this policy to continue to be treated as an annuity policy
by the IRS. Also, we reserve the right to refuse to execute any transfer if any
of the Investment Subdivisions that would be affected by the transfer is unable
to purchase or redeem shares of the mutual fund in which the Investment
Subdivision invests. If the number of annuity units remaining in an Investment
Subdivision after the transfer is less than 1, we will transfer the amount
remaining in addition to the amount requested. We will not allow a transfer into
any Investment Subdivision unless the number of annuity units of that Investment
Subdivision after the transfer is at least 1. No transfer charge is imposed for
transfers of annuity units. The amount of the income payment as of the date of
the transfer will not be affected by the transfer.

GENERAL INFORMATION

Annual Statement

Within 30 days after each policy anniversary, we will send you an annual
statement. The statement will show the Account Value, Surrender Value and Death
Benefit as of the policy anniversary. The statement will also show premiums paid
and charges made during the policy year.

Calculation of Values

The Surrender Value and Death Benefit in this policy are not less than the
minimum benefits required by the laws of the state in which the policy is
delivered.

A detailed statement of how we calculate the values in this policy has been
filed with the New York Insurance Department.

Evidence of Death, Age, Gender or Survival

We will require proof of death before we act on policy provisions relating to
death of any person or persons. We may also require proof of the age, gender or
survival of any person or persons before we act on any policy provisions
dependent upon age, gender or survival.

Incontestability

We will not contest this policy.

Misstatement of Age or Gender

If the Annuitant's age or gender is misstated on the policy data page, any
policy benefits or proceeds, or the availability thereof, will be determined
using the correct age and gender. If any overpayments have been made, an
adjustment including interest on the amount of the overpayment will be made to
the next payment(s). Any underpayments will be credited with interest on the
amount of the underpayment and will be paid in full with the next payment. The
interest rate used will be 3% per annum, unless otherwise required by law.

Nonparticipating

This policy is nonparticipating. No dividends are payable.

Written Notice

Any written notice to us should be sent to our home office at the address shown
on the cover of this policy. Please include the policy number and the
Annuitant's full name.

Any notice we send you will be sent to the last known address on file with us.
You should request an address change form if you move.

<PAGE>

OPTIONAL PAYMENT PLANS

Death benefit and Surrender Value proceeds will be paid in one lump sum, and
maturity proceeds will be paid as described in the Income Benefit section.
Subject to the rules stated below, however, any part of the death or surrender
proceeds can be left with us and paid under a payment plan. If you choose to
leave the proceeds with us and received payments under a payment plan, the
proceeds less any applicable premium tax will be applied to calculate income.
During the Annuitant's life you (or the Designated Beneficiary at your death)
can choose a plan. If a plan has not been chosen at the death of the Annuitant,
the Designated Beneficiary can choose a plan if the death benefit is to be paid.

There are several import payment plan rules:

o Our consent must be obtained prior to selecting an optional payment plan
if the payee is not a natural person. Payment made under an Optional

o Payment Plan at the death of the Owner, Joint Owner or Annuitant must
conform with the rules in the Death Provisions, including the Payment of
Benefits section.

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 lest $20.

o Payments under a Fixed Income option will begin on the date we receive
proof of the Annuitant's death, on surrender, or on the policy's
maturity date.

o Payments under a Variable Income option will begin within seven days
after the date payments would begin under the corresponding fixed
option.

o Payments under Plan 4 will begin at the end of the first interest period
after the date proceeds are otherwise payable.

Fixed Income Options

Optional Payment Plans 1 through 5 are available as Fixed Income Options. Any
amount left with us under a Fixed Income option will be transferred to our
general account. Benefits will not be less than those that would be provided to
a single premium immediate annuity applicant of the same class.

Variable Income Options

Optional Payment Plans 1 through 5 are available as Variable Income Options.
This means that income payments, after the first, will reflect the investment
experience of the Investment Subdivisions of the Separate Account. Benefits
under a variable income option will not be less than those that would be
provided to an applicant of the same class under the corresponding option for a
single premium variable immediate annuity. Once variable income payments have
commenced, neither expenses actually incurred, other than taxes on the
investment return, nor mortality actually experienced, will adversely affect the
dollar amount of variable income payments.

Proceeds may be allocated to one or more Investment Subdivisions of the Separate
Account. The first income payment is determined by the Plan chosen and the
amount of proceeds applied to the Plan. The dollar amount of subsequent income
payments is determined by means of Annuity Units.

The number of Annuity Units for an Investment Subdivision will be determined at
the time income payments begin and will remain fixed unless transferred (as
shown below). The number of Annuity Units for an Investment Subdivision is (a)
divided by (b), where:

(a) is the portion of the first income payment allocated to that Investment
Subdivision; and

(b) is the applicable Annuity Unit Value for that Investment Subdivision
seven days before the income payment is due.

After the first income payment, each subsequent income payment is a dollar
amount equal to the sum of the income payments amounts for each Investment
Subdivision. The income payment amount for an Investment Subdivision is the
number of Annuity Units for that Investment Subdivisions times the applicable
Annuity Unit Values for that Investment Subdivision times the applicable Annuity
Unit Value for that Investment Subdivision seven days before the payment is due.

Annuity Units may be transferred upon request. The number of Annuity Units for
the new Investment Subdivision is (a) times (b), divided by (c), where:

(a) is the number of Annuity Units for the current Investment Subdivision;

(b) is the applicable Annuity Unit Value for the current Investment
Subdivision; and

<PAGE>

Payments Plans

The fixed income options are shown below. Variable income options with an
assumed interest rate of 3% have the same initial payment as the corresponding
fixed option. The monthly payment rate per $1000, as shown in the Plan 1 and
Plan 5 Tables, is based on the 1983 Table `a', using 3% interest. Variable
income monthly payment rates based on other assumed interest rates are available
on request.

Plan 1 Life Income with Period Certain. 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 below. Guaranteed accounts
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 payment for the
minimum period will be the discounted at the same rate used in calculating
income payments. Discounted means we will deduct the amount of interest each
remaining payment would have earned had it not been paid out early. The
discounted amounts will be paid in one lump sum to the payee's estate unless
otherwise provided.

Plan 1 Table

Monthly payments rates for each $1,000 of proceeds under Plan 1.
<TABLE>
<CAPTION>
Settlmt Male Payee Female Payee Settlmt Male Payee Female Payee
Age Age
- -------------------------------------------------------------- -------------------------------------------------------------
10 yr 15 yr 20 yr 10 yr 15 yr 20 yr 10 yr 15 yr 20 yr 10 yr 15 yr 20 yr
Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain Certain
- -------------------------------------------------------------- -------------------------------------------------------------
<S> <C>
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
- --------- -------- -------- -------- ------- -------- -------- -------- -------- -------- ------- -------- -------- --------
</TABLE>
Values for ages not shown will be furnished upon request.

Plan 2. 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 below.
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 the same rate used in calculating income payments.
The discounted amount will be paid in one sum to the payee's estate unless
otherwise provided.

<PAGE>

Plan 2 Table

Monthly payment rates for each $1,000 of proceeds under Plan 2.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Years 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Payable
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Mthly 84.47 42.68 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
Paymnt
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Years 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Payable
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Mnthly $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
Paymnt
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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 or 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.

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
rate used in calculating the monthly income. The discounted amount will be paid
in one sum to the survivor's estate unless otherwise provided.

Plan
5 Table

Monthly payment rates for each $1,000 of proceeds under Plan 5.
<TABLE>
<CAPTION>
- ----------------- -------------------------------------------------------------------------------------------
Male Settlement Female Settlement Age
-------------------------------------------------------------------------------------------
Age
35 40 45 50 55 60 65 70 75 80 85 & over

- ----------------- ------- ------- ------- -------- ------- ------- -------- ------- ------ ------- ----------
<S> <C>
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 3.38 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
- ----------------- ------- ------- ------- -------- ------- ------- -------- ------- ------ ------- ----------
</Table?
Figures for intermediate ages, for two males or two females

<PAGE>

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.

</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
YEAR Payments Begin AGE
AFTER PRIOR TO ADJUSTMENT
- -----------------------------------------------------------------------
<S> <C>
- --- 2001 0
2000 2026 3
2025 2051 7
2050 --- 10
- -----------------------------------------------------------------------
</TABLE>

<PAGE>

Individual Deferred Variable
Annuity Policy
Flexible Purchase Payments

Income payments beginning at maturity
Nonparticipating
Some values and benefits reflect investment results

GE CAPITAL LIFE ASSURANCE
COMPANY OF NEW YORK

(4)(ii)(a)
Endorsement to Policy
Guarantee Account Rider

<PAGE>

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
GUARANTEE ACCOUNT RIDER
- -----------------------------------------------------------------

This rider adds a Guarantee Account to the policy. You may allocate premiums
and/or transfer account value amounts to the Guarantee Account, and make
transfers or surrenders from the Guarantee Account, as described below.

While this rider is in effect, the Account Value of the policy is the sum of the
account value of the Guarantee Account and the account value of the Separate
Account. This rider is effective on the policy date, unless a different
effective date is shown in the policy data pages. It will terminate upon
maturity or surrender of the policy.

The Guarantee Account

Amounts allocated to the Guarantee Account are held in, and are part of, our
General Account, which consists of the assets of GE Capital Life other than
those allocated to our Separate Accounts. Subject to statutory authority, we
have sole discretion over the investment of the assets of the General Account,
and those assets may be chargeable with liabilities arising out of any business
we may conduct.

Account Value of the Guarantee Account

The account value of the Guarantee Account is the sum of all amounts allocated
to it, plus any interest credited on those amounts, less any amounts removed by
transfer or surrender, and less any amounts deducted for charges made under the
terms of the policy and any riders that may apply.

Any allocation of premium to the Guarantee Account will take effect immediately,
regardless of whether or not the initial investment period (if any) has expired.

Amounts allocated to the Guarantee Account earn interest at the rate applicable
to the particular allocation. With respect to each allocation, the applicable
rate will remain in effect for a specified period (the interest rate guarantee
period). You may distribute any allocation to one or more of the interest rate
guarantee periods available at the time of your allocation. Each interest rate
guarantee period must be at least one year. At the end of each interest rate
guarantee period, a new rate will apply to the allocation and a new interest
rate guarantee period will commence for that allocation.

Interest rates applicable to allocations to the Guarantee Account are determined
by us in our sole discretion. No such rate will ever be less than 3% per year.

The initial interest rate guarantee period for any allocation will be one year,
unless you elect otherwise at the time of allocation. Subsequent interest rate
guarantee periods will each be one year, unless you elect otherwise at or before
the beginning of each subsequent period. During the first 10 days of an interest
rate guarantee period, you may change that interest rate guarantee period to any
period we then offer. If you change the interest rate guarantee period, a
different interest rate may apply. After the first 10 days of an interest rate
guarantee period, you may not change that interest rate guarantee period.

Deductions from the policy's Account Value for the annual policy maintenance
charge and any other charges that may apply are made first from the account
value of the Separate Account. Any remaining amount will be deducted from the
account value of the Guarantee Account. No such deduction will occur if it would
reduce the policy's Surrender Value below any minimum value that might be
required by applicable state law.

<PAGE>

Transfers

You may transfer account value amounts between the Guarantee Account and the
Separate Account. Transfers will be effective on the date we receive your
request at our Home Office.

With respect to transfers between the Guarantee Account and the Separate
Account, we reserve the right to impose the following restrictions:

o For each allocation to the Guarantee Account, transfers to the Separate
Account may be made only during the 30-day period following the end of
that allocation's interest rate guarantee period. We may limit the amount
that you can transfer during that time, but the limit will not be less
than a percentage of the original allocation, plus any accrued interest
on that allocation. The percentage used to determine this limit will be
the lesser of (a) 100% and (b) 25% times the number of years in the
guarantee period that just ended.

o No transfers from the Separate Account to the Guarantee Account may be
made during the six month period following the transfer of any amount
from the Guarantee Account to the Separate Account.

In all other respects, the rules and charges applicable to transfers between the
Investment Subdivisions of the Separate Account will apply to transfers
involving the Guarantee Account.

Surrenders

With regard to partial surrenders, you may specify whether the surrender should
be made from the Guarantee Account or the Separate Account. If you do not, the
surrender will be made first from the account value of the Separate Account,
then from the account value of the Guarantee Account. Surrenders involving the
Guarantee Account will come from allocations in the order they were received.

We reserve the right to defer payment of any surrender proceeds from the
Guarantee Account for up to six months. We will not defer payment if we are
required by law to pay earlier, or if the amount payable is used to pay premiums
on policies with us.

For GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

President

<PAGE>

(4)(ii)(b)
Trust Endorsement

<PAGE>

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
TRUST ENDORSEMENT

This policy is hereby amended by adding the following:

If a Trustee is named as the Owner or Beneficiary of this policy and
subsequently exercises ownership rights or claims benefits hereunder, we
will have no obligation to verify that a Trust is in effect or that the
Trustee is acting within the scope of his/her authority. Payment of policy
benefits to the Trustee shall release us from all obligations under the
policy to the extent of the payment. When we make a payment to the
Trustee, we will have no obligation to ensure that such payment is applied
according to the terms of the Trust agreement.

For GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

President

<PAGE>

(4)(ii)(c)
Pension Endorsement

<PAGE>

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
PENSION ENDORSEMENT

In order to use this contract under the Internal Revenue Code of 1986, as
amended, (hereafter referred to as The Code), the following provisions and
restrictions are hereby made applicable, notwithstanding any provisions to the
contrary contained in the policy.

Non-Transferability

The owner may not change the ownership of the policy and the policy may not be
sold, assigned or pledged as collateral for a loan or as security for the
performance of an obligation or for any other purpose to anyone other than GE
Capital Life Assurance Company of New York unless the owner is the trustee of an
employee trust qualified under The Code. The purpose of this provision is to
qualify the annuity under Section 401(g) of The Code, and it shall be so
construed.

Additional Premium Payments

Each additional premium payment must be at least $100.00.

Income Benefit

We will make monthly payments to the annuitant for a guaranteed minimum period.
If the annuitant dies before the end of the guaranteed minimum period, the
remaining payments will be discounted at the same rate used to calculate the
monthly income. The discounted amount will be paid in one sum to the annuitant's
estate unless otherwise provided.

Optional Payment Plans

We will make payments that do not depend on the gender of the annuitant. New
monthly payment rates for the Life Income plan or the Joint Life and Survivor
Income plan are contained in this endorsement.

Settlement Age: The settlement age is the payee's age last 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
Adjustment
After Prior to
- ------------------------------------------------------------------------

- ---- 2001 0
2000 2026 3
2025 2051 7
2050 --- 1

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

<PAGE>

Life Income Plan Table

Monthly Payment Rates for each $1,000 of proceeds
<TABLE>
<CAPTION>
- ------- ------- ------- -------- ----- -------- ------- ------- ------- ------- ------- ------- ------ ------- ------- -------
10 15 20 10 15 20 10 15 20 10 15 20
Age* Years Years Years Age* Years Years Years Age* Years Years Years Age* Years Years Years
Cert. Cert. Cert. Cert. Cert. Cert. Cert. Cert. Cert. Cert. Cert. Cert.
- ------- ------- ------- -------- ----- -------- ------- ------- ------- ------- ------- ------- ------ ------- ------- -------
<S> <C>
20 $2.83 $2.83 $2.82 55 $4.04 $3.99 $3.93 66 $5.14 $4.96 $4.70 77 $7.05 $6.18 $5.35
25 2.90 2.90 2.90 56 4.11 4.06 3.99 67 5.28 5.07 4.78 78 7.26 6.27 5.38
30 3.00 3.00 2.99 57 4.19 4.14 4.06 68 5.43 5.18 4.85 79 7.46 6.36 5.40
35 3.12 3.12 3.11 58 4.27 4.21 4.12 69 5.58 5.29 4.92 80 7.66 6.44 5.43
40 3.27 3.26 3.25 59 4.36 4.29 4.19 70 5.74 5.41 4.99 81 7.86 6.51 5.45
45 3.47 3.45 3.43 60 4.46 4.38 4.26 71 5.91 5.52 5.05 82 8.05 6.57 5.46
50 3.71 3.69 3.66 61 4.56 4.46 4.33 72 6.09 5.64 5.11 83 8.23 6.62 5.48
51 3.77 3.75 3.71 62 4.66 4.56 4.41 73 6.27 5.75 5.17 84 8.40 6.67 5.49
52 3.83 3.80 3.76 63 4.77 4.65 4.48 74 6.46 5.87 5.22 85 & 8.55 6.71 5.49
53 3.90 3.86 3.82 64 4.89 4.75 4.55 75 6.65 5.98 5.27 Over
54 3.96 3.93 3.87 65 5.01 4.85 4.63 76 6.85 6.08 5.31
- ------- ------- ------- -------- ----- -------- ------- ------- ------- ------- ------- ------- ------ ------- ------- -------
</TABLE>
*Age means Settlement Age

Joint Life and Survivor Income Plan Table

Monthly Payment Rates for each $1000 of proceeds
<TABLE>
<CAPTION>
- ---------------------- -------- ------- ------- ------- ------- -------- ------- ------- ------- -------- --------------------
Settlement
Age 35 40 45 50 55 60 65 70 75 80 85&over
- ---------------------- -------- ------- ------- ------- ------- -------- ------- ------- ------- -------- --------------------
<S> <C>
35 $2.93 $2.98 $3.01 $3.04 $3.07 $3.08 $3.10 $3.11 $3.11 $3.12 $3.12
40 2.98 3.04 3.10 3.14 3.18 3.21 3.23 3.25 3.26 3.27 3.27
45 3.01 3.10 3.18 3.25 3.31 3.36 3.40 3.43 3.44 3.46 3.46
50 3.04 3.14 3.25 3.35 3.45 3.53 3.59 3.64 3.67 3.69 3.71
55 3.07 3.18 3.31 3.45 3.58 3.71 3.82 3.90 3.96 4.00 4.02
60 3.08 3.21 3.36 3.53 3.71 3.89 4.06 4.21 4.31 4.39 4.43
65 3.10 3.23 3.40 3.59 3.82 4.06 4.31 4.55 4.74 4.87 4.95
70 3.11 3.25 3.43 3.64 3.90 4.21 4.55 4.90 5.22 5.46 5.62
75 3.11 3.26 3.44 3.67 3.96 4.31 4.74 5.22 5.70 6.11 6.40
80 3.12 3.27 3.46 3.69 4.00 4.39 4.87 5.46 6.11 6.73 7.20
85 & over 3.12 3.27 3.46 3.71 4.02 4.43 4.95 5.62 6.40 7.20 7.86
- ---------------------- -------- ------- ------- ------- ------- -------- ------- ------- ------- -------- --------
</TABLE>

For GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

President

<PAGE>

(4)(ii)(d)
Joint Annuitant Endorsement

<PAGE>

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
JOINT ANNUITANT ENDORSEMENT

This policy is hereby amended as follows:

1. If both the annuitant and the contingent annuitant are living
at the maturity date, the following sentence of the INCOME
BENEFIT section is deleted:

"Payment will be made under a Life Income with 10 Years
Certain plan, unless you choose otherwise."

And replaced by the following sentence:

"Payments will be made under a Joint Life and Survivor Income
plan, unless you choose otherwise."

2. If both the annuitant and the contingent annuitant are living
at the maturity date, the following phrase of the INCOME
BENEFIT section is deleted:

"(a) is the monthly payment rate per $1.000, shown under the
Optional Payment Plans for Life Income 10 Years Certain, using
the gender and settlement age nearest birthday of the
Annuitant, instead of the payee, on the maturity date;"

and replaced by the following:

"(a) is the monthly payment rate per $1,000, shown under the
Optional Payment Plans for Joint Life and Survivor Income,
using the genders and ages nearest birthday of the annuitant
and the contingent annuitant, instead of the payees, on the
maturity date;"

3. The "Misstatement of Age or Gender" provision under the
GENERAL INFORMATION section shall be construed to apply to
both the annuitant and the contingent annuitant.

4. The owner may not add a contingent annuitant if the annuitant
or contingent annuitant dies before the maturity date.

5. Before the maturity date, if any owner is not an individual,
the change or death of the annuitant or contingent annuitant
will be treated as a death of the owner of the policy for
purposes of the distribution rules.

6. After the maturity date, if the owner, annuitant, contingent
annuitant, or beneficiary dies, any remaining payments under
the policy will be made as rapidly as under the method of
distribution in effect at the time of such death.

For GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

President

<PAGE>

(4)(ii)(e)
Individual Retirement Annuity Endorsement

<PAGE>

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT
-----------------------------------------------

The policy or contract ("Contract") to which this Endorsement is attached is
issued as an individual retirement annuity ("IRA") described in Section 408(b)
of the Internal Revenue Code of 1986 (the "Code"), and all provisions of the
Contract, as endorsed, shall be interpreted in accordance with the requirements
of that Section. Notwithstanding any provision contained therein to the
contrary, the Contract to which this Endorsement is attached is amended as
follows:

Article 1 - Owner and Annuitant

The Owner must be the sole Owner of the Contract. Also, the Owner and the
Annuitant must be the same individual. A Joint Owner or Contingent Annuitant
cannot be named. Also, except as otherwise permitted under the Code and
applicable regulations, neither the Owner nor the Annuitant can be changed.
Furthermore, all distributions made while the Owner is alive must be made to the
Owner.

Article 2 - Joint Annuitant

The Joint Annuitant, if one is named, must be either the Owner's spouse or an
individual who is not more than 10 years younger than the Owner. All payments
made under a joint and survivor optional payment plan after the Owner's death
while the Joint Annuitant is alive must be made to the Joint Annuitant.

Article 3 - Nontransferable and Nonforfeitable

The Contract is established for the exclusive benefit of the Owner and his or
her beneficiaries. The interest of the Owner in this Contract is nontransferable
and, except as provided by law, is nonforfeitable. In particular, the Contract
may not be sold, assigned, discounted, or pledged as collateral for a loan or as
security for the performance of an obligation or for any other purpose to any
person other than to the Company.

Article 4 - Premium Payments

Except in the case of a rollover contribution (as permitted by Sections 402(c),
403(a)(4), 403(b)(8), or 408(d)(3) of the Code) or a contribution made in
accordance with the terms of a Simplified Employee Pension (SEP) as described in
Section 408(k) of the Code, or a nontaxable transfer from an individual
retirement account under Section 408(a) of the Code or another IRA under Section
408(b) of the Code, contributions must be paid in cash and the total of such
contributions shall not exceed $2,000 for any taxable year.

No contribution will be accepted under a SIMPLE plan established by any employer
pursuant to Code Section 408(p). No transfer or rollover of funds attributable
to contributions made by a particular employer under its SIMPLE plan will be
accepted from a SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE
plan, prior to the expiration of the 2-year period beginning on the date the
individual first participated in that employer's SIMPLE plan.

The minimum additional premium is $50.00, if additional premium payments are
allowed under the Contract.

Any refund of premiums (other than those attributable to excess contributions)
will be applied, before the close of the calendar year following the year of the
refund, toward the payment of future premiums or the purchase of additional
benefits.

<PAGE>

Article 5 - Required Distributions Generally

The Owner's entire interest in this Contract shall be distributed as required
under Section 408(b) of the Code and applicable regulations.

Article 6 - Required Beginning Date

As used in this Endorsement, the term "required beginning date" means April 1 of
the calender year following the calendar year in which the Owner attains age 70
1/2, or such later date provided by law.

Article 7 - Distributions During Owner's Life

Unless otherwise permitted under applicable law, the Owner's entire interest in
the Contract shall be distributed no later than the required beginning date, or
commence to be distributed beginning no later than the required beginning date,
over (a) the life of the Owner, or the lives of the Owner and his or her
designated beneficiary (within the meaning of Section 401(a)(9) of the Code), or
(b) a period certain not extending beyond the life expectancy of the Owner, or
the joint and last survivor expectancy of the Owner and his or her designated
beneficiary, as required by law. Payments must be made in periodic payments at
intervals of no longer than one year. In addition, payments must be either
nonincreasing or they may increase only as provided in Q&A F-3 of Section
1.401(a)(9)-1 of the Proposed Income Tax Regulations.

If the Owner's interest is to be distributed over a period greater than one
year, the amount to be distributed by December 31 of each year (including the
year in which the required beginning date occurs) will be made in accordance
with the requirements of Section 401(a)(9) of the Code, including the incidental
death benefit requirements of Section 401(a)(9)(G) of the Code, and the
regulations thereunder, including the minimum distribution incidental benefit
requirement of Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.

Article 8 - Distributions After Owner's Death

Unless otherwise permitted under applicable law, if the Owner dies on or after
the required beginning date (or if distributions have begun before the required
beginning date as irrevocable annuity payments), any remaining portion of the
Owner's interest shall be distributed at least as rapidly as under the method of
distribution in effect as of the Owner's death.

Unless otherwise permitted under applicable law, if the Owner dies before the
required beginning date and an irrevocable annuity distribution has not begun,
the entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Owner's death, except that:

(a) if the interest is payable to an individual who is the Owner's
designated beneficiary, the designated beneficiary may elect to receive
the entire interest over the life of the designated beneficiary or over
a period not extending beyond the life expectancy of the designated
beneficiary, commencing on or before December 31 of the calendar year
immediately following the calendar year in which the Owner died; or

(b) if the designated beneficiary is the Owner's surviving spouse, the
surviving spouse may elect to receive the entire interest over the life
of the surviving spouse or over a period not extending beyond the life
expectancy of the surviving spouse, commencing at any date on or before
the later of:

(i) December 31 of the calendar year immediately following the
calendar year in which the Owner died, and

(ii) December 31 of the calendar year in which the Owner would
have attained age 70 1/2.

<PAGE>

If the surviving spouse dies before distributions begin, the
limitations of this Article 8 (without regard to this paragraph (b))
will be applied as if the surviving spouse were the Owner.

If the designated beneficiary is the Owner's surviving spouse, the
spouse may irrevocably elect to treat the Contract as his or her own
IRA. This election will be deemed to have been made if such surviving
spouse, subject to the requirements of Article 4 of this Endorsement:
(i) makes a regular IRA contribution to the Contract;

(ii) makes a rollover to or from the Contract; or

(iii) fails to elect that his or her interest will be
distributed in accordance with one of the preceding
provisions of this paragraph

An irrevocable election of the method of distribution by a designated
beneficiary who is not the surviving spouse must be made no later than December
31 of the calendar year immediately following the calendar year in which the
Owner died. If no such election is made, the entire interest will be distributed
by December 31 of the calendar year containing the fifth anniversary of the
Owner's death.

Distributions under this Article 8 are considered to have begun if distributions
are made on account of the individual reaching his or her required beginning
date or if prior to the required beginning date distributions irrevocably
commence to the individual over a period permitted and in an annuity form
acceptable under Section 1.401(a)(9) of the Proposed Income Tax Regulations.

Article 9 - Life Expectancy Calculations

Life Expectancy is computed by use of the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations.

Life expectancies shall be recalculated annually provided that annual
recalculation is elected by the time distributions are required to begin (a) by
the Owner, or (b) for purposes of distributions beginning after the Owner's
death, by the surviving spouse. Such an election shall be irrevocable as to the
Owner and the surviving spouse, and will apply to all subsequent years.

The life expectancy of a non-spouse designated beneficiary (a) may not be
recalculated, and (b) shall be calculated using the attained age of such
designated beneficiary during the calendar year in which distributions are
required to begin pursuant to this Endorsement. Payments for any subsequent
calendar year will be calculated based on such life expectancy reduced by one
for each calendar year which has elapsed since the calendar year in which life
expectancy was first calculated.

Article 10 - Optional Payment Plans

All optional payment plans under the Contract must meet the requirements of
Section 408(b) of the Code and applicable regulations. The provisions of this
Endorsement reflecting the requirements of Code Sections 401(a)(9) and 408(b)
override any optional payment plan inconsistent with such requirements.

<PAGE>

If a guaranteed period of payments is chosen under an optional payment plan, the
length of the period must not exceed the shorter of (1) the Owner's life
expectancy, or if a Joint Annuitant is named, the joint and last survivor
expectancy of the Owner and the Joint Annuitant, and (2) the applicable maximum
period under Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.

Article 11 - Annual Reports

The Company will furnish annual calendar year reports concerning the status of
this Contract.

Article 12 - Code Requirements

The provisions of this Endorsement are intended to comply with the requirements
of the Code and applicable regulations for IRAs under Section 408(b) of the
Code. The Company reserves the right to amend the Contract and this Endorsement
from time to time, without the Owner's consent, when such amendment is necessary
to assure continued qualification of this Contract as an IRA under Section
408(b) of the Code (and any successor provision) as in effect from time to time.
The Owner has the right to refuse to accept any such amendment; however, we
shall not be held liable for any tax consequences incurred by the Owner as a
result of such refusal.

For GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

President

<PAGE>

(4)(ii)f)
403(b) Annuity Endorsement

<PAGE>

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
SECTION 403(b) ANNUITY ENDORSEMENT
-----------------------------------------------

The Policy to which this Endorsement is attached is issued as an annuity
described in Section 403(b) of the Internal Revenue Code of 1986 (the "Code")
and all provisions shall be interpreted in accordance with qualification as a
Section 403(b) annuity. Notwithstanding any provision contained therein to the
contrary, the Policy, as endorsed, to which this Endorsement is attached is
amended as follows:

Article 1 - Owner and Annuitant

The Owner must be either an organization described in Section 403(b)(1)(A) of
the Code or an individual employee of such an organization. If the Owner is an
organization described in Section 403(b)(1)(A) of the Code, the term "Employee"
as used in this Endorsement shall mean the individual employee, or former
employee, for whose benefit the organization has established an annuity program
under Section 403(b) of the Code. Such employee shall be the Annuitant under the
Policy. If the Owner is an employee of an organization described in Section
403(b)(1)(A) of the Code, the term "Employee" as used in this Endorsement shall
mean such employee, and the Annuitant under the Policy shall be that employee.

If this Policy is used as a funding mechanism for a rollover under Sections
403(b)(8) or 408(d)(3) of the Code or a nontaxable transfer from another
contract qualifying under Section 403(b) of the Code or from a custodial account
qualifying under Section 403(b)(7) of the Code, the Owner shall be one
individual, the same individual shall be the Annuitant, and the term "Employee"
shall mean that individual.

A Joint Owner cannot be named.

Article 2 - Joint Annuitant

The Joint Annuitant, if one is named, must be either the Owner's spouse or an
individual who is not more than 10 years younger than the Owner. All payments
made under a joint and survivor annuity payment option after the Owner's death
while the Joint Annuitant is alive must be made to the Joint Annuitant.

Article 3 - Nontransferable and Nonforfeitable

The interest of the Employee in this Policy is nontransferable within the
meaning of Section 401(g) of the Code and applicable regulations and, except as
provided by law, is nonforfeitable. In particular, this Policy may not be sold,
assigned, discounted, or pledged as collateral for a loan or as security for the
performance of any obligation or for any other purpose, to any person other than
to the Company.

Article 4 - Unisex Rates

All references to gender (with regard to rates), in the policy, are deleted.

Article 5 - Premium Payments

Premium payments must be made by an organization described in Section
403(b)(1)(A), except in the case of rollover contributions under Section
403(b)(8) and 408(d)(3) of the Code, or a nontaxable transfer from another
contract qualifying under Section 403(b) of the Code or from a custodial account
qualifying under Section 403(b)(7) of the Code.

<PAGE>

Premium payments made pursuant to a salary reduction agreement will be limited
to the extent provided in Section 402(g) of the Code. As provided by law,
premium payments must not exceed the limitations on contributions under Section
415 or 403(b)(2) of the Code.

To the extent premium payments are in excess of the amounts permitted under
Sections 402(g), 415 or 403(b) of the Code, the Company may distribute amounts
equal to such excess as permitted by applicable law.

Article 6 - Required Distributions Generally

The Employee's entire interest in this Policy shall be distributed as required
under Section 403(b)(10) of the Code and applicable regulations, including the
requirement that payments to persons other than the Employee are incidental.

Article 7 - Required Beginning Date

For years beginning before 1997, the term "required beginning date" means April
1 of the calendar year following the calendar year the Employee attains age 70
1/2. To the extent provided by law, for an Employee who attains age 70 1/2
before January 1, 1988, or for an Employee in a governmental plan or a church
plan (as defined in Section 401(a)(9)(C) of the Code), the required beginning
date means April 1 of the calendar year following the later of (i) the calendar
year in which the Employee attains age 70 1/2, or (ii) the calendar year in
which the Employee retires.

For years beginning after December 31, 1996, the term "required beginning date"
means April 1 of the calendar year following the later of (1) the calendar year
in which the Employee attains age 70 1/2, or (2) the calendar year in which the
Employee retires. However, to the extent required by law, the required beginning
date means April 1 of the calendar year following the calendar year in which the
Employee attains age 70 1/2 for an Employee who:

(a) is a 5-percent owner (as defined in IRC Section 416) of the
organization described in Article 1 of this Endorsement with respect to
the plan year ending in the calendar year in which the Employee attains
age 70 1/2; and

(b) is not in a governmental plan or a church plan (as defined in IRC
Section 401(a)(9)(C)).

Article 8 - Distributions During Employee's Life

Unless otherwise permitted under applicable law, the Employee's entire interest
shall be distributed no later than the required beginning date, or shall
commence to be distributed, beginning no later than the required beginning date,
over (a) the life of the Employee, or the lives of the Employee and his or her
designated beneficiary (within the meaning of Section 401(a)(9) of the Code), or
(b) a period certain not extending beyond the life expectancy of the Employee or
the joint and last survivor expectancy of the Employee and his or her designated
beneficiary, as required by law.

If the Employee's entire interest is to be distributed over a period greater
than one year, the amount to be distributed by December 31 of each year
(including the year in which the required beginning date occurs) shall be made
in accordance with the requirements of Section 401(a)(9) of the Code and the
regulations thereunder, including the incidental death benefit requirements of
Section 401(a)(9)(G) of the Code and the regulations thereunder, including the
minimum distribution incidental benefit requirement of Proposed Treasury
Regulation Section 1.401(a)(9)-2.

<PAGE>

Article 9 - Distributions After Employee's Death

Unless otherwise permitted under applicable law, if the Employee dies on or
after the required beginning date (or if distributions have begun before the
required beginning date as irrevocable annuity payments), the remaining portion
of the Employee's interest (if any) shall be distributed at least as rapidly as
under the method of distribution in effect as of the Employee's death.

Unless otherwise permitted under applicable law, if the Employee dies before the
required beginning date and an irrevocable annuity distribution has not begun,
the entire interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Employee's death, except that:
(a) if the interest is payable to an individual who is the
Employee's designated beneficiary, the designated beneficiary
may elect to receive the entire interest over the life of the
designated beneficiary or over a period not extending beyond
the life expectancy of the designated beneficiary, commencing
on or before December 31 of the calendar year immediately
following the calendar year in which the Employee died; or
(b) if the designated beneficiary is the Employee's surviving
spouse, the surviving spouse may elect to receive the entire
interest over the life of the surviving spouse or over a period
not extending beyond the life expectancy of the surviving
spouse, commencing at any date on or before the later of:

(i) December 31 of the calendar year immediately following the
calendar year in which the Employee died; and

(ii) December 31 of the calendar year in which the Employee
would have attained age 70 1/2.

If the surviving spouse dies before distributions begin, the
limitations of this Article 9 (without regard to this paragraph (b))
will be applied as if the surviving spouse were the Employee.

An irrevocable election of the method of distribution by a designated
beneficiary who is the surviving spouse must be made no later than the
earlier of December 31 of the calendar year containing the fifth
anniversary of the Employee's death or the date distributions are
required to begin pursuant to this paragraph (b). If no election is
made, the entire interest will be distributed by December 31 of the
calendar year containing the fifth anniversary of the Employee's death.

An irrevocable election of the method of distribution by a designated
beneficiary who is not the surviving spouse must be made no later than December
31 of the calendar year immediately following the calendar year in which the
Employee died. If no such election is made, the entire interest will be
distributed by December 31 of the calendar year containing the fifth anniversary
of the Employee's death.

Article 10 - Life Expectancy Calculations

Life expectancy is computed by use of the expected return multiples in Tables V
and VI of Treasury Regulation Section 1.72-9.

Life expectancies shall be recalculated annually provided that annual
recalculation is elected by the time distributions are required to begin (a) by
the Employee, or (b) for purposes of distributions beginning after the
Employee's death, by the surviving spouse. Such an election shall be irrevocable
as to the Employee and the surviving spouse, and will apply to all subsequent
years.

<PAGE>

Article 11 - Annuity Options

All annuity payment options under the Policy must meet the requirements of
Section 403(b)(10) of the Code and the applicable regulations, including the
requirement that payments to persons other than the Employee are incidental. The
provisions of this Endorsement reflecting the requirements of Section 401(a)(9)
and 403(b)(10) of the Code override any annuity payment option which is
inconsistent with such requirements.

If a guaranteed period of payments is chosen under an annuity option, the length
of the period must not exceed the shorter of (1) the Employee's life expectancy,
or if a Joint Annuitant is named, the joint and last survivor expectancy of the
Employee and the Joint Annuitant, and (2) the applicable maximum period under
Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.

Payments must be made in periodic payments at intervals of no longer than one
year. In addition, payments must be either nonincreasing or may increase only as
provided in Q&A F-3 of Section 1.401(a)(9)-1 of the Proposed Income Tax
Regulations.

Article 12 - Distribution of Salary Reduction Contributions

Any amounts attributable to contributions made pursuant to a salary reduction
agreement after December 31, 1988, and the earnings on such contributions and on
amounts held on December 31, 1988, may not be distributed unless the Employee
has reached age 59 1/2, separated from service, died, become disabled (within
the meaning of Section 72(m)(7) of the Code) or incurred a hardship; provided
that amounts permitted to be distributed in the event of hardship shall be
limited to actual elective deferral contributions (excluding earnings thereon);
and provided further that amounts may be distributed pursuant to a qualified
domestic relations order to the extent permitted by Section 414(p) of the Code.

Article 13 - Distribution of Custodial Account Contributions

Premium payments made by a nontaxable transfer from a custodial account
qualifying under Section 403(b)(7) of the Code (or amounts attributable to such
an account), and earnings on such amounts, will not be paid or made available
before the Employee dies, attains age 59 1/2, separates from service, becomes
disabled (within the meaning of Section 72(m)(7) of the Code), or in the case of
such amounts attributable to contributions made pursuant to a salary reduction
agreement, encounters financial hardship; provided, that amounts permitted to be
paid or made available in the event of hardship will be limited to actual
elective deferral contributions made under the custodial account (excluding
earnings thereon); and provided further, that amounts may be distributed
pursuant to a qualified domestic relations order to the extent permitted by
Section 414(p) of the Code. Article 12 above shall not apply to premium payments
or earnings subject to this Article 13 which shall instead govern.

<PAGE>

Article 14 - Tax-Free Direct Transfers

Direct transfers to another contract qualifying under Section 403(b) of the Code
or to a custodial account qualifying under Section 403(b)(7) of the Code may be
made only as permitted by applicable law. Amounts subject to withdrawal
restrictions under the Code may only be transferred to such a contract or
account with the same or more stringent restrictions.

Article 15 - Direct Rollovers

A distributee may elect, at the time and in the manner prescribed by the
Company, to have any portion of an eligible rollover distribution paid directly
to an eligible retirement plan specified by the distributee in a direct
rollover.

Employee's surviving spouse, and the Employee's or former Employee's spouse or
former spouse who is the alternate payee under a A distributee, within the
meaning of this Article 15, includes an Employee or former Employee. In
addition, the Employee's or former qualified domestic relations order (as
defined in Section 414(p) of the Code), are distributees within the meaning of
this Article 15 with regard to the interest of the spouse or former spouse.

An eligible rollover distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that an eligible rollover
distribution does not include (1) any distribution that is one of a series of
substantially equal periodic payments made (not less frequently than annually)
for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; (2) any
distribution to the extent such distribution is required under Sections
403(b)(10) and 401(a)(9) of the Code; and (3) the portion of any distribution
that is not includable in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities).

An eligible retirement plan is an annuity described in Section 403(b) of the
Code, an individual retirement account described in Section 408(a) of the Code,
or an individual retirement annuity described in Section 408(b) of the Code,
that accepts eligible rollover distributions. However, in the case of an
eligible rollover distribution to the surviving spouse, an eligible retirement
plan is an individual retirement account or an individual retirement annuity.

A direct rollover is a plan payment by the plan administrator or the Company to
the eligible retirement plan specified by the distributee.

This Article 15 applies to all eligible rollover distributions made after
December 31, 1992.

Article 16 - ERISA

If this Policy is subject to the requirements of the Employee Retirement
Income Security Act of 1974 (ERISA), the following provisions shall also
apply:

(a) In the event of the Employee's death prior to the date on
which the Company will start to pay a monthly income to the
Annuitant, if still alive, the Death Benefit (if any) shall be
paid to (1) the surviving spouse of the Employee in the form
required by Section 205 of ERISA, unless the spouse elects
otherwise in accordance with the requirements of such Section
205 or applicable regulations, or (2) if there is no surviving
spouse, or if the surviving spouse has consented in the manner
required by Section 205 of ERISA, or if ERISA otherwise
permits, to the designated beneficiary under the Policy.

<PAGE>

(b) Except as otherwise permitted, only a pure joint and survivor
annuity option with no guaranteed period is available to a
married Employee, and the Joint Annuitant must be the
Employee's spouse. A married Employee may elect another
annuity payment option or designate another Joint Annuitant,
provided his or her spouse consents in accordance with the
requirements of Section 205 of ERISA (and applicable
regulations), or provided such election is otherwise permitted
under such applicable regulations. An unmarried Employee will
be deemed to have elected a straight life annuity option with
no guaranteed period unless he or she makes a different
election in the manner required under Section 205 of ERISA
(and applicable regulations).
(c) Elections and consents required by ERISA, including a change
of beneficiary, may be revoked in the form, time and manner
prescribed in Section 205 of ERISA (and applicable
regulations). All elections and consents required by ERISA
shall adhere to the requirements of the applicable regulations
interpreting Section 205 of ERISA (or any other applicable
law), including the requirements as to the timing of any
elections or consents.
(d) No withdrawal, partial or total, may be made without the
consent of the Employee and the Employee's spouse in the
manner required by Section 205 of ERISA (and applicable
regulations), except to the extent that such consent is not
required under such applicable regulations. Any withdrawal
must be made in the form required under Section 205 of ERISA
(and applicable regulations), unless the Employee (and spouse,
if applicable) makes an election in the form and manner
permitted under such regulations, to receive the benefit in
another form.

Article 17 - Internal Revenue Code and Erisa Requirements

The provisions of this Endorsement are intended to comply with the requirements
of the Code, applicable regulations and, if applicable, ERISA, for Section
403(b) annuity contracts. The Company reserves the right to amend the Policy or
Certificate and this Endorsement from time to time, without the Owner's consent,
when such amendment is necessary to assure (1) continued qualification of this
Policy as a tax sheltered annuity under Section 403(b) of the Code (and any
successor provision) as in effect from time to time, and (2) continued
compliance of this Policy with the applicable provisions of ERISA (and
applicable regulations) as in effect from time to time.

For GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

President

<PAGE>

(4)(ii)(g)
Optional Death Benefit Rider

<PAGE>

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
OPTIONAL DEATH BENEFIT RIDER
----------------------------------------------

This rider provides for an Optional Death Benefit which is coordinated with the
Optional Death Benefit at Death of Annuitant provision in the policy. While this
rider is in effect, the amount payable at the death of the Annuitant will be the
greater of:

o The Death Benefit provided for under the Death Provisions section in the
policy; or

o The minimum death benefit described below.

Minimum Death Benefit

During the first policy year, the minimum death benefit is the total
premiums paid, less adjustments for any partial surrenders.

After the first policy year and until the policy anniversary that the
Annuitant reaches age 81, the minimum death benefit is the policy's
greatest Death Benefit on any previous policy anniversary, plus the total
premiums paid since then, less adjustments for any partial surrenders
since that date.

Beginning on the policy anniversary that the Annuitant reaches age 81, the
minimum death benefit is the policy's minimum Death Benefit on the policy
anniversary that the Annuitant reaches age 80, plus the total premiums
paid since then, less adjustments for any partial surrenders since that
date.

Annual Death Benefit Charge

This provision is added to the Account Value Benefits section of the
policy.

There will be a charge made for this rider for each period it is in
effect. This charge is made in arrears at the beginning of each policy
year after the first, and at surrender, against the Account Value in the
Separate Account. The maximum charge will be the rate shown on the policy
data page times the Account Value at the time of deduction. The actual
charge will never be greater than the maximum annual charge. The charge at
surrender will be a pro rata portion of the annual charge.

If the Guarantee Account applies and if the Account Value in the Separate
Account is insufficient to cover the annual death benefit charge, then the
deduction will be made first from the Account Value in the Separate
Account. The excess of the charges over the Account Value in the Separate
Account will then be deducted from the Account Value in the Guarantee
Account. Deductions from the Guarantee Account will be taken from the
amounts which have been in the Guarantee Account for the longest period of
time.

When this Rider is Effective

This rider becomes effective on the policy date unless another effective
date is shown on the policy data pages. It will remain in effect while
this policy is in force and before income payments begin, or until the
policy anniversary following the date of receipt of your request to
terminate the rider. If your request is received within 30 days of any
policy anniversary, you may request that the rider terminate as of that
anniversary.

For GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK,

President

(5)

Form of Application

<PAGE>

<TABLE>

<S> <C>

Variable Annuity Application
GE Capital Life Assurance Company of New York

1. Owner: Name (if no middle name, use "NMN)/Name of Trust Social Security No. or Taxpayer ID DOB of
Date of Trust (Mo./Day/Yr)

Street Address City State Zip Telephone Number Sex Age
__M __F
------------------------------------------------------------------------------------------------------------------
1a. Joint Owner: Name (if no middle name, use "NMN") Social Security No. DOB (Mo./Day/Yr)
(Optional)

Street Address City State Zip Telephone Number SexAge
__M __F

------------------------------------------------------------------------------------------------------------------
2. Proposed Annuitant: Name (if no middle name, use "NMN") Social Security No. DOB (Mo./Day/Yr)
(If other than Owner)

Street Address City State Zip Telephone Number Sex Age
__M __F
------------------------------------------------------------------------------------------------------------------
2a. Contingent Annuitant: Name (if no middle name, use "NMN") Social Security No. DOB (Mo./Day/Yr)
(Optional)

Street Address City State Zip Telephone Number Sex Age
------------------------------------------------------------------------------------------------------------------
3. Beneficiary: Name (If no middle name, use "NMN")/Name of Trust Social Security No. Date of Trust
__Primary
Street Address City State Zip Relationship to Owner

Beneficiary: Name (if no middle name, use "NMN")/Name of Trust Social Securtiy No. Date of Trust
__Contingent
Street Address City State Zip Relationship to Owner
------------------------------------------------------------------------------------------------------------------

CHANGES IN DESIGNATIONS
The following designations may be changed by the Owner at any time, unless they are made irrevocable. Check the appropriate
boxes below ONLY if a designation is to become irrevocable: ____Primary Beneficiary ____Contingent Beneficiary
___Contingent Annuitant
------------------------------------------------------------------------------------------------------------------

4. Type of Plan: __Nonqualified__Qualified (Regular payment included, please apply to ____year.) ____Custodial IRA
__IRA (circle one): Rollover Direct Transfer Direct Rollover from Pension Qualified Plan
__Simplified Employee Pension __TSA/403(b) ___Other________________
------------------------------------------------------------------------------------------------------------------
Owner __Does __Does not wish to have Federal Income Tax withheld from surrenders or annuity payments
------------------------------------------------------------------------------------------------------------------
5. Allocation with Application (Initial Minimum:$5,000) Estimated Amount of 1035 Exchanger or Direct Transfer
$ $
------------------------------------------------------------------------------------------------------------------

6. Allocation of Purchase Payments: Investment Subdivisions - Enter at
least 1% for each investment subdivision selected. Percentages must
total 100%. There is a limit to the number of Investment Subdivisions
that may be selected.

----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
----- %-----------------------------------------------------------------------------------------------------------------------
_____ % Guarantee Account for _____Years

------------------------------------------------------------------------------------------------------------------
GE Capital Assurance Company of New York-The Centre at Purchase-2 Manhattan Road-Main, P.O. Box 827-Purchase, NY 100577-0827
</TABLE>

<PAGE>

<TABLE>

<S> <C>
Variable Annuity Application
Continued

7. Dollar- Cost Averaging: TRANSFER DOLLAR AMOUNTS from TRANSFER FREQUENCY
(Optional) __Money Market Subdivision or __ Guarantee Account __Monthly
__Quarterly Amounts: (must be $100 or More) TRANSFER TO INVESTMENT
SUBDIVISIONS
$----------------------------------------------------|------------------------------------------------------------
$----------------------------------------------------|------------------------------------------------------------
$----------------------------------------------------|------------------------------------------------------------
$----------------------------------------------------|------------------------------------------------------------
$----------------------------------------------------|------------------------------------------------------------
$----------------------------------------------------|------------------------------------------------------------
I/we understand that the account value in my elected Subdivision must be kept at
or above the amount which will permit the dollar -cost averaging transfers
requested; otherwise these transfers will end. This request is in lieu of the
requirement for individual written transfer requests. I/we may also change or
terminate these transfers by written notice to GE Capital Life Assurance, or by
telephone if a Personal Identification Number (PIN) has been issued (See Section
9)

- ------------------------------------------------------------------------------------------------------------------
8. Systematic Withdrawals: (I(we) wish to start a series of partial
surrenders from the policy issued pursuant to this application. The
total amount of these partial (Optional) surrenders during a twelve
month period should equal: (check one in each column)

___10% of the Account Value __% of the account value (cannot exceed 10%).
___$(cannot exceed 10% of the account value)

Payments should be made: ___Monthly ___Quarterly ___Semi-Annually ___Annually
Payments should begin: ___As soon as possible ___Month ___Year
Check one: ___I/we am subject to backup withholding __I/we am not subject to backup withholding

If you are NOT subject to backup withholding, but wish to have Federal
Income Tax withheld, please check here_____.

- ------------------------------------------------------------------------------------------------------------------
9. Telephone Transfers:
(Optional) I(we) acknowledge that neither the company nor any
representative of the Company will be responsible for
any claim, loss, liability or expense resulting from
a telephone transfer request if the Company or such
representative acted on the telephone request in good
faith.
I/we wish to have a Personal Identification Number (PIN) issued to me
in order to
make telephone transfers: ___Yes ___No
I/we authorize you to issue a Personal Identification Number (PIN) to my registered representative/agent
in order for him/her to make telephone transfers on my behalf: ___Yes ___No

- ------------------------------------------------------------------------------------------------------------------
10. Death Benefit Option: Optional Death Benefit Rider ___ Yes ___No
- ------------------------------------------------------------------------------------------------------------------
11. Replacement: Will the proposed contract replace any existing annuity or insurance contract? __Yes ___No
If `Yes" list company name, plan and year of issue
- ------------------------------------------------------------------------------------------------------------------
12. Additional Remarks
- ------------------------------------------------------------------------------------------------------------------
13. Signatures: IMPORTANT INFORMATION. PLEASE READ CAREFULLY
All statements made in this application are true to the best of my/our
knowledge and belief and the answers to these questions, together with this
agreement, are the basis for issuing the policy. I/we agree to all terms and
conditions as shown on the front and back. I/we further agree that this
application shall be a part of the annuity contract, and verify our
understanding that ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED
ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND NOT
GUARANTEED AS TO DOLLAR AMOUNT. THE OWNER ACKNOWLEDGES RECEIPT OF PROSPECTUSES
FOR THE SEPARATE ACCOUNT AND ALL MUTUAL FUNDS APPLICABLE TO THE POLICY AND
APPLICABLE AMENDMENTS DATED WITHIN 13 MONTHS OF THIS APPLICATION. I/we agree
that no one, except the President, the Secretary, or a Vice President of the
Company can make or change any annuity. Under penalty of perjury, each Owner
certifies that his/her Social Security (or taxpayer identification) number is
correct as it appears in this application.

Signed at (City/State) On (Month/Day/Year)

Owner (Sign as "Trustee: if Owner if a Trustee) Joint Owner

Proposed Annuitant (Signature Required if Other than Owner)
Contingent Annuitant (Signature Required if Designated as Irrevocable)
- -----------------------------------------------------------------------------------------------------------------

14. Representative's Information and Signature: Representative's Statement - Do
you have knowledge or reason to believe that replacement of insurance is
involved? ___Yes __No (If "Yes", explain and submit a completed replacement form
where required.) the representative hereby certifies that he/she witnessed the
signature(s) in Section 13 and that all information contained in this
application is true to the best of his/her knowledge and belief.

Signature of Licensed Resident Agent/Broker
- -----------------------------------------------------------------------------------------------------------------
Agency/Brokerage and Code (Print) Agent/Broker and Code (print) Agent/Broker and Code (Print) Brokerage Account Number

Agent/Broker Social Security/Tax ID No. Agent Broker Address Telephone No.

</TABLE>

(6)(ii)
By-Laws of GE Capital Life

<PAGE>

B Y - L A W S

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK
(As amended and restated effective May 16, 1997)

ARTICLE 1

NAME, LOCATION AND PURPOSE

SECTION 1. NAME. The name of this Corporation is GE CAPITAL LIFE ASSURANCE
COMPANY OF NEW YORK.

SECTION 2. LOCATION. The principal office for the transaction of the
business of the Corporation shall be located as set forth in the Charter.

SECTION 3. PURPOSE. The purpose for which the Corporation is formed is to
make contracts of insurance of any and all kinds as set forth in the Charter.

ARTICLE II

SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders may be held at such
place or places, within or without the State of New York, as shall be fixed by
the Directors and stated in the notice of the meeting.

SECTION 2. ANNUAL MEETING. The annual meeting of shareholders for the
election of Directors and the transaction of such other business as may properly
come before the meeting shall be held at 11:00 a.m. on the fourth Wednesday
in April or another such day as the Board of Directors may choose.

SECTION 3. NOTICE OF ANNUAL MEETING. Notice of the annual meeting shall be
given to each shareholder entitled to vote at least ten days prior to the
meeting.

SECTION 4. SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes may be called at any time and place as shall be stated in
the notice of the special meeting, for such purpose as shall be stated in the
notice of said meeting made by the President or Secretary and must be called
upon receipt by either of them of the written request of the holders of
twenty-five percent of the stock then outstanding and entitled to vote.

SECTION 5. NOTICE OF SPECIAL MEETING. Notice of a special meeting, stating the
time, place and purpose or purposes thereof, shall be given to each shareholder
entitled to vote, at least ten days prior to the meeting. The notice shall also
set forth at whose direction is being issued.

SECTION 6. QUORUM. At any meeting of the shareholders, the holders of a
majority of the shares of stock then entitled to vote shall constitute a
quorum for all purposes, except as otherwise provided by law or the Charter.

SECTION 7. ADJOURNED MEETINGS. Any meeting of shareholders may be adjourned to a
designated time and place by a vote of a majority in interest of the
shareholders present in person or by proxy and entitled to vote, even though
less than a quorum is so present. No notice of such an adjourned meeting need be
given, other than by announcement at the meeting, and any business may be
transacted which might have been transacted at the meeting as originally called.

SECTION 8. VOTING. At each meeting of the shareholders, every holder of stock
then entitled to vote may vote in person or by proxy, and shall have one vote
for each share of stock registered in his name.

SECTION 9. PROXIES. Every proxy must be dated and signed by the shareholder or
by his attorney-in-fact. No proxy shall be valid after the expiration of eleven
months from the date of its execution, unless otherwise provided therein. Every
proxy shall be revocable at the will of the shareholder executing it, except
where an irrevocable proxy is permitted by statute.

SECTION 10. ACTION BY WRITTEN CONSENT OF SHAREHOLDERS. Whenever, by any
provision of statute or of the Charter or of these By-Laws, the vote of
shareholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action, the meeting and vote of shareholders may
be dispensed with, if all the shareholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken.

SECTION 11. RECORD DATE. The record date for determination of shareholders
shall be set forth in the Charter.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. NUMBER. TERM. INDEPENENT DIRECTORS. Consistent with the Charter, the
number of Directors of the Corporation shall be no fewer than thirteen and no
more than twenty-one, the exact number of Directors to be fixed from time to
time by the shareholders or by a majority vote of the entire Board. Each
director shall hold office for the term of one year and until their successors
are elected and qualify. Directors need not be shareholders. Not less than
one-third of the Directors of the Corporation, and of any Committee thereof,
shall be persons who are not officers or employees of the Corporation or of any
entity controlling, controlled by, or under common control with the Corporation
and who are not beneficial owners of a controlling interest in the voting stock
of the Corporation or any such entity (the "Independent Directors"). At least
one Independent Director must be included in any quorum for the transaction of
business at any meeting of the Board of Directors or of any Committee thereof.

SECTION 2. VACANCIES. Except as otherwise provided in the Charter or in the
following paragraph, vacancies occurring in the membership of the Board of
Directors or any Committee thereof from whatever cause arising (including
vacancies occurring by reason of the removal of Directors without cause and
newly created Directorships resulting from any increase in the authorized number
of Directors), may be filled by a majority vote of the remaining Directors,
though less than a quorum, or such vacancies may be filled by the shareholders.

SECTION 3. REMOVAL. Any one or more of the Directors may be removed, (a) either
for or without cause, at any time, by vote of the shareholders holding a
majority of the outstanding stock of the Corporation entitled to vote, present
in person or by proxy, at any special meeting of the shareholders or, (b) for
cause, by action of the Board of Directors at any regular or special meeting of
the Board. A vacancy or vacancies occurring from such removal may be filled at a
regular or special meeting of shareholders or at a regular or special meeting of
the Board of Directors. In the case of a temporary disability or absence of any
officer, the Board of Directors may designate an incumbent for the time being,
who during such incumbency shall have the powers of such officer.

SECTION 4. POWERS. The Board of Directors may adopt such rules and regulations
for the conduct of its meetings, the exercise of its powers and the management
of the affairs of the Corporation as it may deem proper, consistent with the
laws of the State of New York, the Charter and these By-Laws.

In addition to the powers and authorities by these By-Laws expressly conferred
upon them, the Directors may exercise all such powers of the Corporation and do
such lawful acts and things as are not by statute or by the Charter or by these
By-Laws directed or required to be exercised or done by the shareholders.

SECTION 5. MEETING, QUORUM, ACTION WITHOUT MEETING. Meetings of the Board may be
held at any place, either within or outside the State of New York, provided a
quorum be in attendance. The Board of Directors shall hold an annual meeting,
without notice, immediately after the annual meeting of shareholders or within
ten days thereafter upon one day's notice in the manner provided herein. Regular
meetings of the Board of Directors may be established by a resolution adopted by
the Board. The Chairman of the Board (if one be elected) or the President or
Secretary may call, and at the request of any two Directors must call, a special
meeting of the Board of Directors, five days' notice of which shall be given by
mail, or two days' notice personally or by telegraph or cable, to each director.
Except as may be otherwise provided by the Charter or by the Business
Corporation Law of New York, a majority of the Directors in office shall
constitute a quorum at any meeting of the Board, however, one member of any
quorum must be one of the Independent Directors. The vote of a majority of a
quorum of Directors shall constitute the act of the Board.

Any one or more members of the Board or any Committee thereof may participate in
an annual or any organization meeting of such Board or Committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

Any action required or permitted to be taken by the Board or any Committee
thereof may be taken without a meeting if time is of the essence and all members
of the Board or the Committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the Board or Committee shall be filed with the minutes of the
proceedings of the Board or Committee. Such action shall not be taken in lieu of
regular meetings of the Board of Directors established as provided in this
Section 5.

SECTION 6. COMPENSATION. The Board of Directors may fix a reasonable
compensation to be paid to Directors for attending meetings of the Board of
Directors. No Director can receive a fee if he is a salaried officer.

ARTICLE IV

OFFICERS

SECTION 1. ELECTION OF EXECUTIVE OFFICERS. As determined by the Board, the
executive officers of the Corporation shall include a President, a Senior
Vice-President (number to be determined by the Directors), a Vice President
(number to be determined by the Directors), a Secretary and a Treasurer, elected
annually by the Directors, who shall hold office at the pleasure of the
Directors. In addition, the Board of Directors may elect a Chairman of the Board
of Directors and a Chairman of a committee. Except for the offices of President
and Secretary, any two offices or more may be held by one person. All vacancies
occurring among any of the offices shall be filled by the Directors. Any officer
may be removed at any time by the affirmative vote of a majority of the
Directors present at a special meeting of Directors called for the purpose.

SECTION 2. OTHER OFFICERS. The Board of Directors may appoint such other
officers and agents with such powers and duties as it shall deem necessary.

SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors, if one
be elected, shall, when present, preside at all meetings of the Board of
Directors, and of the shareholders, and he shall have and perform such other
duties as from time to time may be assigned to him by the Board of Directors,
the President, or any Committee.

SECTION 4. THE PRESIDENT. The President, who may, but need not, be a Director,
shall, in the absence or non-election of a Chairman of the Board, preside at all
meetings of the shareholders and Directors. He shall be the chief executive
officer of the Corporation. While the Directors are not in session, he shall
have general management and control of the business and affairs of the
Corporation. He shall from time to time report to the Board of Directors any
information and recommendations concerning the business or affairs of the
Corporation which may be proper or needed, and shall see that all orders and
resolutions of the Board of Directors are carried into effect, and shall perform
such other duties and services not inconsistent with law or these By-Laws, as
pertain to this office or as are required by the Board of Directors.

SECTION 5. THE VICE-PRESIDENT. The Vice-President, or if there be more than one,
the Senior or Executive Vice-President, as determined by the Board of Directors,
in the absence or disability of the President, shall exercise the powers and
perform the duties of the President and each Vice-President shall exercise such
other powers and perform such other duties as shall be prescribed by the
Directors.

SECTION 6. THE TREASURER. The Treasurer shall have custody of all funds,
securities and evidences of indebtedness of the Corporation; he shall receive
and give receipts and acquittances for moneys paid in on account of the
Corporation and shall pay out of the funds on hand all bills, payrolls, and
other just debts of the Corporation, of whatever nature, upon maturity; he shall
enter regularly in books to be kept by him for that purpose, full and accurate
accounts of all-moneys received and paid out by him on account of the
Corporation, and he shall perform all other duties incident to the office of
Treasurer and as may be prescribed by the Directors.

SECTION 7. ASSISTANT TREASURERS. The Assistant Treasurers, in order of their
seniority shall have all of the powers and shall perform the duties of the
Treasurer in case of the absence of the Treasurer or his inability to act, and
have such other powers and duties as they may be assigned or directed to
perform.

SECTION 8. THE SECRETARY. The Secretary shall keep the minutes of all
proceedings of the Directors and of the shareholders; he shall attend to the
giving and serving of all notices to the shareholders and Directors or other
notice required by law or by these By-Laws; he shall affix the seal of the
Corporation to deeds, contracts and other instruments in writing requiring a
seal, when duly signed or when so ordered by the Directors; he shall have charge
of the certificate books and stock books and such other books and papers as the
Board may direct, and he shall perform all other duties incident to the office
of Secretary.

SECTION 9. ASSISTANT SECRETARIES. The Assistant Secretaries, in order of their
seniority, shall have all of the powers and shall perform the duties of the
Secretary in case of the absence of the Secretary or his inability to act, and
have such other powers and duties as they may be assigned or directed to
perform.

SECTION 10. SALARIES. The salaries of all officers shall be fixed by the Board
of Directors, and the fact that any officer is a director shall not preclude him
from receiving a salary as an officer, or from voting upon the resolution
providing the same; provided that no Director can receive a fee if he is a
salaried officer.

<PAGE>

ARTICLE V

COMMITTEES

SECTION 1. AUDIT COMMITTEE. The Board of Directors shall appoint an Audit
Committee comprised of three (3) or more Independent Directors. Each member of
the Audit Committee will be an Independent Director. The duties of the Audit
Committee shall include: recommending the selection of the Corporation's
independent certified public accountants, oversight and coordination of the
annual audit of the Corporation, preparation of related financial statements by
the Corporation's auditor, nominating candidates for director for election by
shareholders, evaluating the performance of principal officers of the
Corporation deemed by the Audit Committee to be principal officers, and
recommending to the board of Directors the selection and compensation of such
principal officers.

SECTION 2. OTHER COMMITTEES. The Board of Directors, by resolution or
resolutions, may designate one or more other committees, including an Executive
Committee and such committee(s) shall have and may exercise such powers as
vested in the committee by the Board of Directors. Each such committee shall
consist of at least three (3) or more Directors of the Corporation and one-third
of which shall be Independent Directors. The existence of any such committee may
be terminated, or its powers and authority modified at any time, by resolution
of the Board of Directors.

SECTION 3. COMPENSATION. The Board of Directors may fix a reasonable
compensation to be paid to Directors for attending meetings of committees,
provided that no Director can receive a fee if he is a salaried officer.

SECTION 4. MEETINGS. Meetings of any committee designated by the Board of
Directors may be held at any time at any place upon call of the President, the
Chairman of the Board (if one be elected) or the designated Chairman of any
committee. Notice, which need not state the purpose of the meeting, shall be
given orally, in writing or by telegraph not less than twenty-four hours prior
to the time of the holding of said meeting, except that if a meeting is held at
a time and placed fixed in a resolution of a committee or the Board of
Directors, no notice shall be required. Each committee shall keep minutes of its
meetings.

SECTION 5. QUORUM. A majority of the members of a committee shall constitute a
quorum for the transaction of business provided, however, that at least one
Independent Director must be included in any quorum for the transaction of
business by a committee.

ARTICLE VI

CAPITAL STOCK

SECTION 1. FORM AND EXECUTION OF CERTIFICATES. Certificates of stock shall be in
such form as required by the Business Corporation Law of New York and as shall
be adopted by the Board of Directors. They shall be numbered and registered in
the order issued; shall be signed by the Chairman (if one be elected) or by the
President or a Vice-President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and may be sealed with the corporate
seal or a facsimile thereof. When such a certificate is countersigned by a
transfer agent or registered by a registrar, the signatures of any such officers
may be facsimile.

SECTION 2. TRANSFER. Transfer of shares shall be made only upon the books of the
Corporation by the registered holder in person or by attorney, duly authorized,
upon surrender of the certificate or certificates for such shares properly
assigned for transfer. Transfer of fractional shares shall not be made upon the
records or books of the Corporation, nor shall certificates for fractional
shares be issued by the Corporation.

SECTION 3. LOST OR DESTROYED CERTIFICATES. The holder of any certificate
representing shares of stock of the Corporation may notify the Corporation of
any loss, theft or destruction thereof, and the Board of Directors may
thereupon, in its discretion, cause a new certificate for the same number of
shares, to be issued to such holder upon satisfactory proof of such loss, theft
or destruction, and the deposit of indemnity by way of bond or otherwise, in
such form and amount and with such surety or sureties as the Board of Directors
may require, to indemnify the Corporation against loss or liability by reason of
the issuance of such new certificates.

SECTION 4. RECORD DATE. Consistent with the Charter, in lieu of closing the
books of the Corporation, the Board of Directors may fix, in advance, a date,
not exceeding fifty days, nor less than ten days, as the record date for the
determination of shareholders entitled to receive notice of, or to vote, at any
meeting of shareholders, or to consent to any proposal without a meeting, or for
the purpose of determining shareholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any other action.

<PAGE>

ARTICLE VII

MISCELLANEOUS

SECTION 1. DIVIDENDS. In accordance with the laws of the State of New York, the
Directors may declare dividends from time to time upon the capital stock of the
Corporation, which shall be payable in cash, property or shares of the
Corporation.

SECTION 2. SEAL. The Directors shall provide a suitable corporate seal which
shall read "GE Capital Life Assurance Company of New York" and which words may
be changed at any time by resolution of the Board of Directors and shall be used
as authorized by these By-Laws.

SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall begin the
first day of January and terminate on the last day of December of each year.

SECTION 4. CHECKS, NOTES, ETC. Checks, notes, drafts, bills of exchange and
orders for the payment of money shall be signed or endorsed in such manner as
shall be determined by the Directors.

The funds of the Corporation shall be deposited in such bank or trust company,
and checks drawn against such funds shall be signed in such manner as may be
determined from time to time by the Directors.

SECTION 5. LOANS. No loans shall be contracted on behalf of the Corporation and
no evidences of indebtedness shall be issued in its name unless authorized by or
under the authority of a resolution of the Board of Directors. Such
authorization may be general or confined to specific instances.

SECTION 6. NOTICE AND WAIVER OF NOTICE. Any notice required to be given under
these By-Laws may be waived by the person entitled thereto, in writing, by
telegram, cable, telex, or radiogram, and the presence of any person at a
meeting shall constitute waiver of notice thereof as to such person.

Wherever any notice is required by these By-Laws to be given, personal notice is
not meant unless expressly so stated; and any notice so required shall be deemed
to be sufficient if given by depositing it in a post office or post box in a
sealed postpaid wrapper, addressed to such shareholder, officer or director, at
such address as appears on the books of the Corporation and such notice shall be
deemed to have been given on the day of such deposit.

<PAGE>

ARTICLE VIII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

SECTION 1. AUTHORIZATION FOR INDEMNIFICATION. (a) The Corporation may indemnify
any person, made, or threatened to be made, a party to an action or proceeding
other than one by or in the right of the Corporation to procure a judgment in
its favor, whether civil or criminal, including an action by or in the right of
any other Corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
which any director or officer of the Corporation served in any capacity at the
request of the Corporation, by reason of the fact that he, his testator or
intestate, was a director or officer of the Corporation, or served such other
Corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise in any capacity, against judgments, fines, amounts paid in settlement
and reasonable expenses, including fines, amounts paid in settlement and
reasonable expenses, including attorney's fees actually and necessarily incurred
as a result of such action or proceeding, or any appeal therein, if such
director or officer acted, in good faith, for a purpose which he reasonable
believed to be in, or, in the case of service for any other Corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the Corporation and, in criminal actions
or proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful.

(b) The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other Corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the Corporation or that he had reasonable
cause to believe that his conduct was unlawful.

(c) A Corporation may indemnify any person made, or threatened to be made, a
party to an action by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he, his testator or intestate, is or was
a director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of any other Corporation of any type or
kind, domestic or foreign, of any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense or settlement and reasonable
expenses, including attorneys' fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in or in the case of service for
other Corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to the best interests of the Corporation,
except that no indemnification under this paragraph shall be made in respect of
(1) a threatened action or a pending action which is settled or otherwise
disposed of or (2) any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation, unless and only to the extent
that the court in which the action was brought, or, if no action was brought,
any court of competent jurisdiction, determines upon application that, in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such portion of the settlement and expenses as the
court deems proper.

(d) For the purpose of this section, the Corporation shall be deemed to have
requestedourt to which it is made. Such application shall be upon notice to the
Corporation. The court may also direct that notice be given at the expense of
the Corporation to the shareholders and such other person as it may designate in
such manner as it may require.

(c) Where indemnification is sought by judicial action, the court may allow a
person such reasonable expenses, including attorney's fees, during the pendency
of the litigation as are necessary in connection with his defense therein, if
the court shall find that the defendant has by his pleadings or during the
course of the litigation raised genuine issues of fact or law.

SECTION 3. INDEMNIFICATION OTHER THAN BY COURT AWARD. (a) A person who has
been successful, on the merits or otherwise, in the defense of a civil or
criminal action or proceeding of the character described in section 1 of this
Article shall be entitled to indemnification as authorized in such section.

(b) Except as provided in paragraph (a), any indemnification under
sections 1, 2 and 4 of this Article shall be made by a Corporation, only if
authorized in the specific case:

(1) By the board acting by a quorum consisting of Directors who
are not parties to such action or proceeding upon a finding
that the director or officer has met the standard of conduct
set forth in section 1, or established pursuant to section 3,
of this Article as the case may be, or,

(2) If a quorum under subparagraph (1) is not obtainable, or even
if obtainable, a quorum of disinterested Directors so directs,
due diligence:

(A) By the board upon the opinion in writing of independent
legal counsel that indemnification is proper in the circumstances because the
applicable standard of conduct set forth in such section has been met by such
director or officer, or

(B) By the shareholders upon a finding that the director or
officer has met the applicable standard of conduct set forth in such sections.

(C) Expenses incurred in defending a civil or criminal action
or proceeding may be paid by the Corporation in advance of the final disposition
of such action or proceeding if upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount as, and to the extent, required
by paragraph (a) of section 5 of this Article.

SECTION 4. OTHER RIGHTS. The indemnification and advancement of expenses granted
pursuant to, or provided by, this Article and the laws of the State of New York
shall not be deemed exclusive of any other rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled, whether
contained in the Charter or these By-Laws, when authorized by such Charter or
By-Laws, (i) a resolution of shareholder, (ii) a resolution of Directors, or
(iii) an agreement providing for such indemnification, provided that no
indemnification may be made to or on behalf of any director, or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Nothing contained in this
Article shall affect any rights to indemnification to which corporate personnel
other than Directors and officers may be entitled by contract or otherwise under
New York law.

SECTION 5. OTHER PROVISIONS AFFECTING INDEMNIFICATION. (a) All expenses incurred
in defending a civil or criminal action or proceeding which are advanced by the
Corporation under paragraph (c) of section 3 of this Article or allowed by a
court under paragraph (c) of section 2 of this Article shall be repaid in case
the person receiving such advancement or allowance is ultimately found, under
the procedure set forth in this Article, not be entitled to indemnification or,
where indemnification is granted, to the extent the expenses so advanced by the
Corporation or allowed by the court exceed the indemnification to which he is
entitled.

(b) No indemnification, advancement or allowance shall be made under this
Article in any circumstance where it appears:

(1) That the indemnification would be inconsistent with the law
of the jurisdiction of the State of New York;

(2) That the indemnification would be inconsistent with a
provision of the Charter, a By-Law, a resolution of the board
or of the shareholders, an agreement or other proper corporate
action, in effect at the time of the accrual of the alleged
cause of action asserted in the threatened or pending action
or proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits
indemnification; or

(3) If there has been a settlement approved by the court, that the
indemnification would be inconsistent with any condition with
respect to indemnification expressly imposed by the court in
approving the settlement.

(c) If, under this Article, any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholders,
the Corporation shall, not later than the next annual meeting of shareholders
unless such meeting is held within three months from the date of such payment,
and, in any event, within fifteen months from the date of such payment, mail to
its shareholders of record at the time entitled to vote for the election of
Directors a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.

(d) If any action with respect to indemnification of Directors and officers is
taken by way of amendment of these By-Laws, resolution of Directors, or by
agreement, then the Corporation shall, not later than the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such action, and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled to vote for the
election of Directors a statement specifying the action taken.

SECTION 6. INSURANCE. (a) Subject to paragraph (b), a Corporation shall
have power to purchase and maintain insurance:

(1) To indemnify the Corporation for any obligation which it
incurs as a result of the indemnification of Directors and
officers under the provisions of this Article, and

(2) To indemnify Directors and officers in instances in which they
may be indemnified by the Corporation under the provisions of
this Article, and

(3) To indemnify Directors and officers in instances in which they
may not otherwise be indemnified by the Corporation under the
provisions of this Article provided the contract of insurance
covering such Directors and officers provides, in a manner
acceptable to the superintendent of insurance, for a retention
amount and for co-insurance.

(b) No insurance under paragraph (a) may provide for any payment, other than
cost of defense, to or on behalf of any director or officer:

(1) if a judgment or other final adjudication adverse to the
insured director or officer establishes that his acts of
active and deliberate dishonesty were material to the cause of
action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not
legally entitled, or

(2) in relation to any risk the insurance of which is
prohibited under the insurance law of this state.

(c) Insurance under any or all subparagraphs of paragraph (a) may be included in
a single contract or supplement thereto. Retrospective rated contracts are
prohibited.

(d) The Corporation shall, within the time and to the persons provided in the
laws of the State of New York, mail a statement in respect of any insurance it
has purchased or renewed under this section, specifying the insurance carrier,
date of the contract, cost of the insurance, corporate positions insured, and a
statement explaining all sums, not previously reported in a statement to
shareholders, paid under any indemnification insurance contract.

(e) This section is meant to conform with the public policy of the State of New
York which is to spread the risk of corporate management, notwithstanding any
other general or special law of the state or of any other jurisdiction including
the Federal Government.

ARTICLE IX

INSURANCE

SECTION 1. KINDS OF INSURANCE. The Board of Directors shall
determine the kinds of insurance and the nature of the risks to be covered
pursuant to the provisions of the Charter.

SECTION 2. CLASSIFICATION OF RISKS. Subject to statutory requirements,
the Board of Directors shall have authority to establish reasonable
classifications within the respective kinds of insurance.

SECTION 3. REINSURANCE. The Corporation may contract for
reinsurance on its own risks and may make or issue reinsurance contracts on
the risks of others, in accordance with the provisions of the Charter.

ARTICLE X

AMENDMENTS

SECTION 1. BY SHAREHOLDERS. These By-Laws may be amended at any shareholders'
meeting by vote of the shareholders holding a majority of the outstanding stock
having voting power, present either in person or by proxy, provided notice of
the amendment in included in the notice or waiver of notice of such meeting.

SECTION 2. BY DIRECTORS. The Board of Directors may also amend these By-Laws at
any regular or special meeting of the Board by a majority vote of the entire
Board, but any By-Laws so made by the Board of Directors may be altered or
repealed by the shareholders.

<PAGE>

(14)
Power of Attorney

<PAGE>

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

SPECIAL POWER OF ATTORNEY

OCTOBER 1, 1997

GE Capital Life Assurance Company of New York, (the "Corporation"), by and on
behalf of each of its undersigned officers and directors, hereby nominates and
appoints the following individuals, Barry J. Grosman, Thomas W. Casey and J.
Neil McMurdie as the Corporation's true and lawful attorneys-in-fact with full
power granted to each of them to act jointly or severalyy in the Corporation's
name and on behalf of the Corporation in order to execute all Registration
Statements of the Corporation that will be filed with the Securities and
Exchnage Commission on Form N-4 under the Securities Act of 1933 and the
Investment Company Act of 1940 and on Form S-6 under the Securities Act of 1933
(including any and all pre- and post-effective amendments and any supplements
thereto, as well as any and all exhibits and other documents necessary or
desirable to efect such Registration Statement(s), amendment(s) or supplement(s)
thereto, and granting to such attorneys-in-fact, full power and authority to do
and perform each and every act necessary and/or appropriate as fully and with
intents and purposes in support of this Special Power of Attorney as the
Corporation itself might or could do.

IN WITNESS WHEREOF, GE Capital Life Assurance Company of New York has caussed
this Special Power of Attorney to be executed in its name and by its President
and attested to by its Assistant Secretary, and by each of the undersigned
officers and directors as evidence of their consent thereto, effective as of the
date first written above.

GE CAPITAL LIFE ASSURANCE COMPANY OF NEW YORK

By: /s/BARRY J. GROSMAN
-------------------------------------
Barry J. Grosman
President, Chief Executive Officer and Director

ATTEST:

/s/JULIE M. BODMER
- --------------------------------
By: Julie M. Bodmer
Assistant Secretary

(Signatures Continue on Next Page)

<PAGE>

CONSENT TO FOREGOING SPECIAL POWER OF ATTORNEY
DATED OCTOBER 1, 1997

<TABLE>

<S> <C>

/s/MARSHALL S. BELKIN Director
----------------------------------
Marshall S. Belkin

/s/DONALD W. BRITTON Director
----------------------------------
Donald W. Britton

/s/RICHARD I. BYER Director
----------------------------------
Richard I. Byer

/s/ Chairman of the Board
----------------------------------
Ronald V. Dolan

/s/BERNARD M. EIBER Director
----------------------------------
Bernard M. Eiber

/s/BARRY J. GROSMAN President, Chief Executive Officer and Director
----------------------------------
Barry J. Grosman

/s/JERRY S. HANDLER Director
----------------------------------
Jerry S. Handler

/s/STEPHEN P. JOYCE Director
----------------------------------
Stephen P. Joyce

/s/RAY M. PERISHO Director
----------------------------------
Ray M. Perisho

/s/LEON E. RODAY Senior Vice President and General Counsel
----------------------------------
Leon E. Roday

/s/PAUL E. RUTLEDGE III Director
----------------------------------
Paul E. Rutledge III

/s/ISIDORE SAPIR Director
----------------------------------
Isidore Sapir

/s/THOMAS A. SKIFF Director
----------------------------------
Thomas A. Skiff

/s/STEVEN A. SMITH Director
----------------------------------
Steven A. Smith

/s/GEORGE T. STEWART Director
----------------------------------
George T. Stewart

/s/ Director
----------------------------------
Geoffrey S. Stiff

/s/GERALD A. KAUFMAN Director
----------------------------------
Gerald A. Kaufman

<PAGE>

/s/THOMAS W. CASEY Vice President and Chief Financial Officer
----------------------------------
Thomas W. Casey

/s/STEPHEN N. DEVOS Vice President and Controller
----------------------------------
Stephen N. DeVos

</TABLE>